WORLDWIDE DOLLARVEST FUND INC
8-A12B, 1994-02-16
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<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
                         ----------------------------------


                                    FORM 8-A

         FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO
         SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934


                        WORLDWIDE DOLLARVEST FUND, INC.
- --------------------------------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



       Maryland                                  Applied For
- ----------------------------            ---------------------------------
                                        (IRS EMPLOYER IDENTIFICATION NO.)
(STATE OF INCORPORATION OR
 ORGANIZATION)
 
                                                          08536
800 Scudders Mill Road                                    -----
Plainsboro, New Jersey                                (ZIP CODE)
- ----------------------------
 (ADDRESS OF PRINCIPAL
 EXECUTIVE OFFICES)


SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

TITLE OF EACH CLASS TO BE SO            NAME OF EACH EXCHANGE ON WHICH EACH
REGISTERED                              CLASS IS TO BE REGISTERED
- ----------------------------            -----------------------------------

Common Stock, par value $.10            The New York Stock Exchange
per share


SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

None


ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.


     The section captioned "Description of Capital Stock" in the Registrant's
final prospectus dated January 28, 1994 forming a part of the Registrant's
Registration Statement on Form N-2 (No. 33-51193) (the "Common Stock
Registration Statement") is incorporated herein by reference.
<PAGE>

ITEM 2.  EXHIBITS.

     (I)  The following exhibits have been filed with the Securities and
Exchange Commission:

          (1)    Form of Certificate for Common Stock.*

          (2)    Portions of the Articles of Incorporation and the By-laws of
                 the Registrant defining the rights of holders of shares of
                 Common Stock.**

    (II)  The following exhibits are to be filed with The New York Stock
Exchange only:

          (1)    Not applicable.

          (2)    Not applicable.

          (3)    Not applicable.

          (4)(a) Articles of Incorporation of the Registrant.
             (b) By-laws of the Registrant.

          (5)    Specimen Certificate for Common Stock.

          (6)    Not applicable.






__________________________

*    Incorporated by reference to Exhibit (d)(2) to the Common Stock
     Registration Statement.

**   Incorporated by reference to Exhibit (d)(1) to the Common Stock
     Registration Statement.

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<PAGE>


                                  SIGNATURE



     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized.



                              Worldwide DollarVest Fund, Inc.
                              -------------------------------
                                       (Registrant)



February  15, 1994                       By: /s/ Joseph T. Monagle
                                             ---------------------------
                                            
                                          Authorized Signatory

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