PRINCIPLED EQUITY MARKET FUND
8-A12B/A, 1998-09-16
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                                   FORM 8-A/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 EQUITY MARKET 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.

         This filing  corrects the name of the  Registrant  as it appears on the
cover sheet of the Registration  Statement on Form 8-A filed with the Commission
on September 3, 1998. 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 16, 1998

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



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