FLEMING CAPITAL MUTUAL FUND GROUP
N-8A, 1997-04-24
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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:        Fleming Capital Mutual Fund Group

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

                  c/o 320 Park Avenue
                  New York, New York  10022

Telephone Number (including area code):  (212) 508-3600

Name and address of agent for service of process:

Steven J. Paggioli
Investment Company Administration Corporation
479 West 22nd Street
New York, New York  10011

                       Copies to:        Richard F. Jackson, Esq.
                                         Morgan, Lewis & Bockius LLP
                                         1800 M Street, N.W., 9th Floor
                                         Washington, D.C. 20036

- --------------------------------------------------------------------------------

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
                ---     ---
- --------------------------------------------------------------------------------

Notice:  A copy of the Agreement  and  Declaration  of Trust of Fleming  Capital
Mutual Fund Group is on file with the Secretary of State of the  Commonwealth of
Massachusetts  and notice is hereby given that this  Registration  Statement has
been  executed  on behalf of the Trust by an  officer of the Trust as an officer
and by its Trustees as trustees and not  individually  and the obligations of or
arising  out of this  Registration  Statement  are not  binding  upon any of the
Trustees,  officers or shareholders individually,  but are binding only upon the
assets and property of the Trust.
<PAGE>
      Pursuant to the  requirements  of the Investment  Company Act of 1940, the
registrant has caused this notification of registration to be duly signed on its
behalf in the City of New York State of New York on the 21st day of April, 1997.

                                    Signature: FLEMING CAPITAL MUTUAL FUND GROUP


                                    By:  /s/ Arthur Levy
                                      --------------------------------------
                                        Arthur Levy
                                        Sole Trustee, President and Chief 
                                        Financial Officer


Attest: /s/ Catherine J. Taulbee
      --------------------------------


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