SHEPHERD STREET FUNDS INC
N-8A, 1998-07-15
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                     U.S. 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:  The Shepherd Street Funds, Inc.

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

     480 Shepherd Street
     Winston-Salem, North Carolina 27103

Telephone Number (including area code):  (336) 768-7230

Name and address of agent for service of process:

     Terence P. Smith
     The Declaration Group
     555 North Lane, Suite 6160
     Conshohocken, PA 19428

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:
[ X ] Yes     [   ] No

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 Winston-Salem  and the state of North Carolina on the 15th
day of July, 1998.

                                                  /s/ Terence P. Smith
                                                 Terence P. Smith
                                                 President
                                                 The Declaration Group

Attest:  /s/



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