BACK BAY FUNDS INC
N-8A, 1997-08-18
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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:    BACK BAY FUNDS, INC.

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

                  c/o Reich & Tang Asset Management L.P.
                  600 Fifth Avenue, New York, New York  10020

Telephone Number (including area code):     (212) 830-5296

Name and Address of agent for service of process:

                  Steven W. Duff
                  c/o Reich & Tang Asset Management L.P.
                  600 Fifth Avenue
                  New York, New York  10020

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       ___
                                    -

619980.2

<PAGE>


                                   SIGNATURES


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 New York and State of New York on the 18th day of August,
1997.


                                    Signature:  BACK BAY FUNDS, INC.


                                                By:  /s/ Bernadette N. Finn
                                                     __________________________
                                                     Bernadette N. Finn
                                                     Director

Attest: ________________________



619980.2


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