SBM CERTIFICATE CO
N-8A/A, 2000-07-14
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                                                             File No. 811-6268

    As filed with the Securities and Exchange Commission on July 14, 2000.
 -----------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                              Amendment No. 1 to
                                   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 expressly  adopts as its own the  registration of
its predecessor,  SBM Certificate Company, a Minnesota corporation,  under and
pursuant to the  provisions of Section 8(a) of the  Investment  Company Act of
1940 and in connection therewith submits the following information:

Name:                       SBM CERTIFICATE COMPANY

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

          2 Wisconsin Circle, Suite 700, Chevy Chase, Maryland 20815

Telephone Number (including area code): (301) 961-1513

Name and Address of Agent for Service of Process:

 JOHN J. LAWBAUGH, 2 Wisconsin Circle, Suite 700, Chevy Chase, Maryland 20815

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:

                           YES [X]*         NO [  ]

*Previously  filed.  Registrant  intends to expressly  adopt the  registration
statements of its  predecessor  for all purposes  under the  Securities Act of
1933 and the Securities Exchange Act of 1934, at the appropriate time.


                                  SIGNATURES

      Pursuant to the requirements of the Investment  Company Act of 1940, the
registrant has caused this amended  notification  of  registration  to be duly
signed on its behalf in the City of Chevy  Chase and the State of  Maryland on
this 14th day of July, 2000.

                                    BY:  SBM Certificate Company


                                    BY: /s/JOHN J. LAWBAUGH
                                        -------------------
                                        John J. Lawbaugh
                                        President


Attest: /s/BRIAN P. MURPHY
        ------------------
        Brian P. Murphy
        Director



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