PIONEER II
N-8A, 1996-05-01
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      As Filed with the Securities and Exchange Commission on May 1, 1996.

                                                               File Nos. 2-32773
                                                                        811-1835


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form N-8A

            ADOPTION OF AND AMENDMENT TO NOTIFICATION OF REGISTRATION
                         FILED PURSUANT TO SECTION 8(a)
                      OF THE INVESTMENT COMPANY ACT OF 1940

The undersigned  investment  company, a Delaware business trust, hereby notifies
the Securities and Exchange Commission that it hereby adopts the notification of
registration of Pioneer II, a Massachusetts  business trust,  under and pursuant
to the  provisions  of Section 8(a) of the  Investment  Company Act of 1940,  as
amended,   and  in  connection  with  such  adoption  to  such  notification  of
registration submits the following information:


Name:       Pioneer II, a Delaware business trust
            as successor registrant to Pioneer II, a
            Massachusetts business trust)

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

            60 State Street
            Boston, Massachusetts 02109

Telephone Number (including area code):  (617) 742-7825

Name and address of agent for service of process:


            Joseph P. Barri, Esq.
            Hale and Dorr
            60 State Street
            Boston, Massachusetts 02109

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-8A1:

                                                                       
               YES         |X|          NO        | |


- --------

1    Registrant  is filing  concurrently  herewith  a  Post-Effective  Amendment
     adopting the Registration Statement of Pioneer Tax-Free Income Fund, Inc.

<PAGE>



                                   SIGNATURES


Pursuant to the requirements of the Investment  Company Act of 1940, as amended,
the President of Pioneer II, a Delaware business trust, has caused this adoption
of  and  amendment  to  the  Notification  of  Registration  of  Pioneer  II,  a
Massachusetts  business  trust,  to be duly  signed on its behalf in the City of
Boston and the Commonwealth of Massachusetts on the 30th day of April, 1996.



                                                 PIONEER II



                                                 /S/John F. Cogan, Jr.
                                                 John F. Cogan, Jr.
                                                 President
Attest:



/S/Joseph P. Barri
Joseph P. Barri
Secretary








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