EMPIRICAL INVESTMENT FUNDS
N-8A, 1997-11-17
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM N8-A

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

The  undersigned  investment  company hereby  notifies the SEC that it registers
under and pursuant to the provisions of Section 8(a) of the  Investment  Company
Act 1940  and in  connection  with  notification  of  registration  submits  the
following information:

Name: Empirical Investment Funds.

Address of Principal Business Office
(No. & Street, City State, Zip Code):
300 South Pointe Dr., Suite 4306, Miami Beach, FL  33139.

Telephone Number: 305-535-1006

Name and address of agent for service of process:
The Company Corporation, 1313 N. Market Street, Wilmington, DE  19801

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.

Signatures:

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 town of XXXXX and state of XXXXXXXXX on the XX day of XXXXXXXXXXX,
XXXX.

                   (SEAL)

                                    EMPIRICAL INVESTMENT FUNDS


                                    By:  Kaye Anderson-Kerr
                                         President

Attest:  Kaye Anderson-Kerr
         Treasurer



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