PRINCIPLED EQUITY MARKET FUND
8-A12B, 1998-09-03
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                                    FORM 8-A


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


                        THE PRINCIPLED MARKET EQUITY FUND

             (Exact name of registrant as specified in its charter)


              Massachusetts                              04-3306667
(State of incorporation or organization)    (I.R.S. Employer Identification No.)

10 Langley Road, Newton Centre, Massachusetts               02459
(Address of principal executive offices)                 (Zip Code)


If this form relates to the              If this form relates to the           
registration of a class of securities    registration of a class of securities 
pursuant to Section 12(b) of the         pursuant to Section 12(g) of the      
Exchange Act and is effective            Exchange Act and is effective         
pursuant to General Instruction          pursuant to General Instruction       
A.(c), please check the following        A.(d), please check the following     
box. /X/                                 box.  / /                             
                                                                               

Securities  Act  registration  statement file number to which this form relates:
33-78256

Securities to be registered pursuant to Section 12(b) of the Act:
            Title of each class                  Name of each exchange on which
            to be so registered                  each class is to be registered
Shares of beneficial interest, no par value          Chicago Stock Exchange



Securities to be registered pursuant to Section 12(g) of the Act:

                                      None
                                (Title of class)


<PAGE>

                                       -2-


Item 1.  Description of Registrant's Securities to be Registered.

         Those portions of the Registrant's  registration statement on Form N-2,
File  Nos.  33-78256  and  811-8492,  filed  with the  Securities  and  Exchange
Commission  on July 27, 1998,  as amended (the  "Registration  Statement"),  set
forth under the caption  "The Fund and its  Shares" are  incorporated  herein by
reference.

Item 2.  Exhibits.

         Not applicable.





<PAGE>


                                       -3-

                                    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.

(Registrant):     The Principled Equity Market Fund

Date:             September 2, 1998

By:               /s/David W.C. Putnam
                  Name:    David W.C. Putnam
                  Title:   President



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