PIONEER WINTHROP REAL ESTATE INVESTMENT FUND
N-8A, 1995-10-26
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                                                            File No. 33-65822
                                                            File No. 811-7870

   As Filed with the Securities and Exchange Commission on October 26, 1995.

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form N-8A

                    AMENDMENT TO 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 hereby amends the  notification of registration of
Pioneer  Winthrop  Real  Estate  Investment  Fund  under  and  pursuant  to  the
provisions  of Section 8(a) of the  Investment  Company Act of 1940, as amended,
and in  connection  with such  amendment to such  notification  of  registration
submits the following information:


Name:            Pioneer Real Estate Shares
                (formerly Pioneer Winthrop Real Estate Investment
                 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-8A:

              YES     | |                       NO     |X|


<PAGE>



                                   SIGNATURES


     Pursuant to the  requirements  of the  Investment  Company Act of 1940,  as
amended,  the  President  of the  Pioneer  Real  Estate  Shares has caused  this
Amendment to the  Notification of  Registration of Pioneer  Winthrop Real Estate
Investment  Trust to be duly  signed on its behalf in the City of Boston and the
Commonwealth of Massachusetts on the 24th day of October, 1995.


                                            PIONEER REAL ESTATE SHARES



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



/s/Joseph P. Barri
Joseph P. Barri
Secretary




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