SECOND AUTOMATIC EXCHANGE SECURITY TRUST
N-8A, 1997-02-24
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                      ----

                                    FORM N-8A

           NOTIFICATION OF REGISTRATION FILED PURSUANT TO SECTION 8(A)
                      OF THE INVESTMENT COMPANY ACT OF 1940

                                      ----

         The undersigned  investment  company hereby notifies the Securities and
Exchange  Commission  that it registers  under and pursuant to the provisions of
Section 8(a) of the Investment  Company Act of 1940 and in connection  with such
notification of registration submits the following information:

                                      Name:

                 SECOND AUTOMATIC COMMON EXCHANGE SECURITY TRUST

      Address of Principal Business Office (No. & Street, State, Zip Code):

                            C/O GOLDMAN, SACHS & CO.
                                 85 BROAD STREET
                            NEW YORK, NEW YORK 10004

                     Telephone Number (including area code):

                                 (212) 902-1000

                Name and address of agent for service of process:

                               KENNETH L. JOSSELYN
                                 85 BROAD STREET
                            NEW YORK, NEW YORK 10004

CHECK APPROPRIATE BOX:

         Registrant is filing a Registration  Statement pursuant to Section 8(b)
of the Investment Company Act of 1940 concurrently with the filing of Form N-8A:
YES |X| NO |_|


                                   SIGNATURES

         Pursuant to the requirements of the Investment Company Act of 1940, the
Trustee of the registrant has caused this  notification  of  registration  to be
duly signed on behalf of the registrant in The City of New York and the State of
New York on the 21st day of February, 1997.


                                       SECOND AUTOMATIC COMMON EXCHANGE
                                       SECURITY TRUST


                                       By: /s/ Eric S. Schwartz
                                               Eric S. Schwartz
Attest: /s/ Goldman, Sachs & Co.               Trustee
            Goldman, Sachs & Co.
            Sponsor



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