WORLDWIDE DEVELOPING RESOURCES PORTFOLIO
N-8A/A, 1999-01-13
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM N-8A

                    AMENDMENT TO NOTIFICATION OF REGISTRATION

                      FILED PURSUANT TO SECTION 8(a) OF THE
                         INVESTMENT COMPANY ACT OF 1940


     The  undersigned  investment  company  hereby  amends its  notification  of
registration filed with the Securities and Exchange Commission on March 25, 1997
pursuant to the provisions of Section 8(a) of the Investment Company Act of 1940
and in connection with such amendment to  notification  of registration  submits
the following information:

Name:    Worldwide Developing Resources Portfolio

Address of Principal Business Office:
         24 Federal Street
         Boston, MA  02110

Telephone Number:    (617) 482-8260

Name and address of agent for service of process:
         Alan R. Dynner
         24 Federal Street
         Boston, Massachusetts   02110


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 [ ] NO [X]

Item 1.        Name of Registrant:  Worldwide Developing Resources Portfolio.

Item 2.        State and Date of Organization:  New York; February 14, 1997.

Item 3.        Form of Organization:  Trust.

Item 4.        Classification of Registrant:  Management Company.

Item 5(a).     Registrant is an open-end company.

Item 5(b).     Registrant is a diversified company.

Item 6.        Investment Adviser of Registrant: Boston Management and Research,
               24 Federal Street, Boston.
<PAGE>

Item 7.        Board of Trustees of Registrant:

                           Donald R. Dwight(1)
                           James B. Hawkes*
                           Samuel L. Hayes, III(2)
                           Norton H. Reamer(3)
                           John L. Thorndike(4)
                           Jack L. Treynor(5)

               Officers of Registrant:

                           President:                James B. Hawkes*
                           Vice President:           William D. Burt*
                           Vice President:           Barclay Tittmann*
                           Secretary:                Alan R. Dynner*
                           Treasurer:                James L. O'Connor*
                           Assistant Secretary/
                              Assistant Treasurer:   Janet E. Sanders*
                           Assistant Treasurer:      William J. Austin, Jr.*
                           Assistant Treasurer:      Barbara E. Campbell*
                           Assistant Secretary:      A. John Murphy*
                           Assistant Secretary:      Eric G. Woodbury*

               The address for each of the above-named  Trustees and Officers of
               Registrant is as follows:  (1) Clover Mill Lane,  Lyme, NH 04768;
               (2) 345 Nahatan Street, Westwood, MA 02090; (3) One International
               Place, Boston, MA 02110; (4) 10 Main Street, Dover, MA 02030; (5)
               504 Via  Almar,  Palos  Verdes  Estates,  CA 90274;  *24  Federal
               Street, Boston, MA 02110.

Item 8.        Inapplicable.

Item 9(a).     No;   Registrant  is  not  currently  issuing  and  offering  its
               securities directly to the public.

Item 9(b).     Inapplicable.

Item           9(c). No;  Registrant does not presently propose to make a public
               offering of its securities.

Item 9(d).     Yes.

Item           9(e). As of December 31, 1998, there were no beneficial owners of
               Registrant's outstanding securities and the Registrant's Trustees
               have voted to terminate and dissolve the Registrant.

Item 10.       Current Value of Registrant's Total Assets:  $0

Item 11.       No.

Item           12.  Registrant  incorporates  by  reference  the August 31, 1998
               financial  statements as previously filed electronically with the
               Commission on November 4, 1998 (Accession No.
               0000950109-98-004913).
<PAGE>



                                    SIGNATURE

     Pursuant to the  requirements  of the  Investment  Company Act of 1940, the
Registrant has caused this amendment to  Notification of Registration to be duly
signed on its behalf in the City of Boston and  Commonwealth of Massachusetts on
the 11th day of January, 1999.


                         WORLDWIDE DEVELOPING RESOURCES PORTFOLIO


                         By: /s/ James B. Hawkes
                             --------------------------
                             James B. Hawkes
                             President

Attest: /s/ Janet E. Sanders
        ------------------------
        Janet E. Sanders
        Assistant Secretary


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