DEBT STRATEGIES FUND INC
8-A12B, 1997-05-27
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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549     
                     ----------------------------------


                                   FORM 8-A

        FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO
        SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934


                      DEBT STRATEGIES FUND, INC.        
- --------------------------------------------------------------------------
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)




                Maryland                               22-3509063
  ----------------------------------      ----------------------------------
  (STATE    OF   INCORPORATION    OR      (IRS EMPLOYER IDENTIFICATION NO.)
  ORGANIZATION)

  
  Debt Strategies Fund, Inc.                                      08536      
  800 Scudders Mill Road                                     ---------------
  Plainsboro, New Jersey                  
  -----------------------                                      (ZIP CODE)    
  (ADDRESS  OF  PRINCIPAL   EXECUTIVE
  OFFICES)


SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

  TITLE OF EACH CLASS TO BE SO            NAME  OF  EACH  EXCHANGE  ON  WHICH
  SO REGISTERED                           EACH CLASS IS TO BE REGISTERED
  ----------------------------            -----------------------------------
  Common Stock, par value $.10            New York Stock Exchange
  per share


SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

None


ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

     The section captioned "Description of Capital Stock" in the Registrant's
final  prospectus  dated April  27,  1997  forming  a part  of  Pre-Effective
Amendment No. 2 to the  Registrant's Registration Statement on Form N-2  (No.
333-24771) (the  "Common Stock  Registration Statement"), as  filed with  the
Securities and  Exchange Commission  (the "Commission") on  May 27,  1997, is
incorporated herein by reference.

ITEM 2.  EXHIBITS.

     (I)  The following exhibits have been filed with the Commission:

          (1)  Form of Certificate for Common Stock.*

          (2)  Portions of the  Articles of Incorporation and the  By-Laws of
               the Registrant  defining the  rights of  holders of Shares  of
               Common Stock**

    (II)  The following  exhibits are to  be filed  with the  New York  Stock
Exchange only:

          (1)  Not applicable.
          (2)  Not applicable.
          (3)  Not applicable.
          (4)  (a) Articles of Incorporation of the Registrant.
               (b) By-Laws of the Registrant.
          (5)  Specimen Certificate for Common Stock.
          (6)  Not applicable.



- ---------------------
*    Incorporated  by  reference  to  Exhibit  (d)(2)  to  the  Common  Stock
     Registration Statement.

**   Incorporated  by  reference  to  Exhibit  (d)(1)  to  the  Common  Stock
     Registration Statement.



                                  SIGNATURE



     Pursuant to  the requirements of  Section 12 of the  Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.



                              DEBT STRATEGIES FUND, INC.
                              (Registrant)



                              By:  /s/  TERRY K. GLENN
                                  -----------------------------
                                   Terry K. Glenn
                                   Executive Vice President


May  23, 1997






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