ENSIGN INVESTMENT INC
N-8A/A, 1998-07-09
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                             ENSIGN INVESTORS, INC.



                                 July 7, 1998


SECURITIES & EXCHANGE COMMISSION

            Re:   CIK No. 0001043215
                  ENSIGN INVESTORS, INC.
                  Accession Numbers:  0001016193-97-000067   (1)
                                      0001016193-97-000154   (2)
                                      0001016193-98-000051   (3)

TO WHOM IT MAY CONCERN:

     On July  31,  1997,  Ensign  Investors,  Inc.  filed  Forms  N-8A  and N-1A
(Accession No. 1) with the Securities  and Exchange  Commission.  Unfortunately,
both filings were made under the same submission as one document. This error was
not discovered until several months later.

     In November,  1997, the same registration was resubmitted (Accession No. 2)
and was reviewed by Mr. H.R.  Hallock at the SEC. In January,  1998, Mr. Hallock
requested additional  information  concerning the registration.  As a result, an
amended Form N-1A (Accession No. 3) was filed with the SEC on June 4, 1998.

     On June 22, 1998, Ms. Melody Adams from the EDGAR Filers Section  contacted
me  indicating  there  was a  problem  with the June 4,  1998  registration  and
referred me to Ms. Ruth Sanders.  Ms.  Sanders  indicated that the November 1997
submission  had only been marked for  registration  under the  Securities Act of
1933,  whereas  the  June  1998  amendment  had  been  correctly  submitted  for
registration under the 1933 Act and the 1940 Act.

     We should have filed, and we meant to file, the original filing of the N-1A
under both the 1933 and 1940 Acts. However, we inadvertently  included the "Act"
tag only for the 1933 Act.  We are making  this  filing to add the 1940 Act.  We
will be  requesting  an adjustment of the filing date of this filing back to the
date of the initial filing under the 1933 Act.


<PAGE>


SECURITIES & EXCHANGE COMMISSION
July 7, 1998
Page 2
- - - --------------------------------------

     Thank you for your assistance in this matter. Should you have any questions
regarding this filing,  please contact me at  801-253-9647  or Doreen Neumann at
Cohne, Rappaport & Segal at 801-532-2666. 


                                    Sincerely,

                                    ENSIGN INVESTORS, INC.




                                    /s/ Stanley M. Wells
                                    --------------------------------
                                    Stanley M. Wells, President


<PAGE>


                                     UNITES STATES
                          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: Ensign Investors, Inc.

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

9921 S. Treasure Circle, South Jordan, Utah, 84095

Telephone Number (including area code):  801-253-9647

Name and address of agent for service of process:

Stanley Marion Wells, 9921 S. Treasure Circle, South Jordan, Utah 84095

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

1.   Form of signature if registrant is an investment  company having a board of
     directors:

      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 South Jordan and state of Utah on the 18 day of June 1997.


                                          Signature   

                                          /s/ Stanley M. Wells
                                          Ensign Investors, Inc.

                                          BY    Stanley M. Wells, President



Attest:   /s/ Jerry J. Ohrn
          Jerry J. Ohrn
          Director, Ensign Investors, Inc.





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