XYZ EXCHANGEABLE PREFERRED TRUST
N-8A, 1998-08-05
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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:    XYZ Exchangeable Preferred Trust



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

          c/o     Puglisi & Associates
                  850 Library Avenue
                  Suite 204
                  Newark, Delaware  19715

Telephone Number (including area code):     (302) 738-6680

Name and Address of Agent for Service of Process:

                  RL&F Service Corp.
                  One Rodney Square
                  10th Floor
                  Tenth and King Streets
                  Wilmington, Delaware  19801

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


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 5th day of August,
1998.

                                                XYZ EXCHANGEABLE PREFERRED TRUST



                                                By:/s/ Donald J. Puglisi
                                                   ---------------------------
                                                   Donald J. Puglisi



                                                By:/s/ William R. Latham III
                                                   ---------------------------
                                                   William R. Latham III



                                                By:/s/ James B. O'Neill
                                                   ---------------------------
                                                   James B. O'Neill



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