FAIRHOLMES FUNDS INC
N-8A, 1999-10-06
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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:  Fairholme Funds, Inc.

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

51 JFK Parkway
Short Hills, NJ  07078

Telephone Number (including area code):  973-379-6557

Name and address of agent for service of process:

Mr. Bruce R. Berkowitz
51 JFK Parkway
Short Hills, NJ  07078

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 Short  Hills and the state of New Jersey on the 6th day of
October, 1999.

                                                 /s/ Bruce R. Berkowitz
                                                 Bruce R. Berkowitz
                                                 President

Attest:  /s/



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