OVERLAND EXPRESS FUNDS INC
40-8F-M/A, 2000-02-23
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                February 23, 2000

                                   FORM N-8F/A

                AMENDMENT TO APPLICATION FOR DEREGISTRATION FILED
                            PURSUANT TO SECTION 8(f)
                      OF THE INVESTMENT COMPANY ACT OF 1940


         The undersigned  investment company hereby amends (the "Amendment") its
Application  to  the  Securities  and  Exchange   Commission  for  an  order  of
deregistration  under and  pursuant  to the  provisions  of Section  8(f) of the
Investment Company Act of 1940 (the "Act") and in connection with such Amendment
submits the following information:


                          OVERLAND EXPRESS FUNDS, INC.
                                      Name

                                111 Center Street
                              Little Rock, AR 72201
    Address of Principal Business Office (No. & Street, City, State Zip Code)



Telephone Number (including area code):  (800) 643-9691

Name and address of agent for service of process:

                                    Richard H. Blank, Jr.
                                    Stephens Inc.
                                    111 Center Street, Suite 300
                                    Little Rock, AR  72201

                                    With a copy to:

                                    Robert M. Kurucza, Esq.
                                    Marco E. Adelfio, Esq.
                                    Morrison & Foerster LLP
                                    2000 Pennsylvania Ave., N.W., #5500
                                    Washington, D.C.  20006


<PAGE>


         This  Amendment  incorporates  by reference  the  Application  filed on
behalf of Overland  Express  Funds,  Inc. on September 29, 1999 in its entirety,
with the exception of Item 22(c), which is amended as follows:

IV.    Information About Event(s) Leading to Request for Deregistration

22.    (c)        Who paid the expenses in connection with the merger?
The Administrator of the Acquiring Series, Wells Fargo Bank, N.A.,
paid the above-described expenses.          ---------------------



<PAGE>



                                  VERIFICATION

       The  undersigned  states that (i) he has executed  this Form  N-8F/A,  an
Amendment to the  application  for an order under section 8(f) of the Investment
Company Act of 1940 on behalf of Overland  Express Funds,  Inc.,  (ii) he is the
Secretary and Treasurer of Overland  Express Funds,  Inc., and (iii) all actions
by  shareholders,  directors,  and any other body  necessary  to  authorize  the
undersigned to execute and file this Amendment have been taken.  The undersigned
also states that the facts set forth in this  Amendment  are true to the best of
his knowledge, information and belief.

                                                     /s/  Richard H. Blank, Jr.
                                                     --------------------------
                                                     Richard H. Blank, Jr.





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