GOVERNMENT OBLIGATIONS PORTFOLIO
N-8A/A, 1996-04-26
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                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549

                                      FORM N-8A

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

              The undersigned investment  company hereby amends its notification
     of  registration  filed  with the  Securities  and  Exchange  Commission on
     September  14,  1993 and  amended  on  December 29,  1994  pursuant  to the
     provisions of Section 8(a)  of the  Investment Company Act  of 1940 and  in
     connection with such amendment to notification of registration submits  the
     following information:

     Name:  Government Obligations Portfolio 

     Address   of  Principal  Business  Office:    24  Federal  Street,  Boston,
     Massachusetts  02110

     Telephone Number:  (617) 482-8260

     Name and address of agent for service of process:

                      Thomas Otis           
                      24 Federal Street             
                      Boston, Massachusetts  02110

     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 [  ]   

                                     SIGNATURES 

              Pursuant to the requirements of the Investment Company Act of
     1940, the Registrant has caused this Second Amendment to Notification of
     Registration to be duly signed on its behalf, in the City of Boston and
     the Commonwealth of Massachusetts, on the 24th day of April, 1996.

                                                GOVERNMENT OBLIGATIONS PORTFOLIO


                                                By: /s/ M. Dozier Gardner
                                                ___________________________
                                                Name:  M. Dozier Gardner
                                                Title: President           
     Attest: /s/ Janet E. Sanders
     ____________________________
     Name:    Janet E. Sanders
     Title: Assistant Secretary
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