WOODLAWN INVETMENT TRUST
N-8A, 1999-05-19
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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:           Woodlawn Investment Trust

Address of Principal Business Office:

                105 North Washington Street
                Post Office Drawer 69
                Rocky Mount, North Carolina  27802-0069

Telephone:      (800) 525-3863
                (252) 972-9922

Agent for Service of Process:

                C. Frank Watson, III
                105 North Washington Street
                Post Office Drawer 69
                Rocky Mount, North Carolina  27802-0069

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  / /

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 Rocky Mount and in the State of North Carolina on the 19th
day of May, 1999.


[SEAL]                                     Signature:  WOODLAWN INVESTMENT TRUST



                                              By: /s/ C. Frank Watson, III    
                                                 ----------------------------  
                                                   C. Frank Watson, III
                                                   Secretary


Attest:   /s/ Julian G. Winters
         ------------------------------------                                 
         Julian G. Winters
         Treasurer & Assistant Secretary



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