<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
__________
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
__________
GREEN TREE SECURITIZED NET INTEREST MARGIN TRUST 1994-A
By Green Tree Manufactured Housing
Net Interest Margin Finance Corp. I., as Depositor
(Exact name of registrant as specified in its charter)
Delaware 41-1775250
(State of Incorporation or organization) (IRS Employer Identification number)
1100 Landmark Towers, 345 St. Peter Street, St. Paul, MN 55102-1639
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
NONE
----
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [ ]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [x]
Securities Act registration statement file number to which this form
relates: 033-51935
Securities to be registered pursuant to Section 12(g) of the Act:
Securitized Net Interest Margin Certificates Series 1994-A
issued by Green Tree Securitized Net Interest Margin Trust 1994-A
-----------------------------------------------------------------
Title of Class
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrants' Securities to be Registered.
Reference is made to the Registrant's Amendment No. 5 to Registration
Statement on Form S-1, Registration Statement No. 033-51935, and the Prospectus
contained therein in the form filed under Rule 424(b)(4) with the Commission on
March 16, 1994 under the section entitled "Description of Certificates" on page
35, which is incorporated herein by reference.
Item 2. Exhibits.
The following Exhibits are incorporated by reference to the
corresponding Exhibit on the Registrant's Form 8-K Report filed May 16, 1994,
Commission File No. 000-11652.
Exhibit No. Description
----------- -----------
4.1 Trust Agreement between Finance I, Finance II and
Wilmington Trust Company, as Trustee
4.5 Finance I Note
4.6 Servicing Agreement between Green Tree Financial
Corporation and the Trust
4.7 Security Agreement between Finance I and the Trust
4.8 Administration Agreement among the Trust,
First Trust National Association, as Administrator,
and Wilmington Trust Company, as Trustee
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereto duly authorized.
Green Tree Net Interest Margin Trust 1994-A
By Green Tree Manufactured Housing Net
Interest Margin Finance Corp. I
as Depositor
By: /s/ Phyllis A. Knight
------------------------------------------
Name: Phyllis A. Knight
Title: Senior Vice President and Treasurer
Dated: March 5, 1999
