PEPS TRUST
N-8A/A, 1995-08-17
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                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549



                              Amendment No. 1 to
                                   Form N-8A

                         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 registers under and pursuant to the provisions of
Section 8(a) of the Investment Company Act of 1940 and in connection with such
notification of registration submits the following information:



Name:

                                  PEPS Trust

Address of Principal Business Office (Number and Street, City, State and Zip
Code:

                     c/o Morgan Stanley & Co. Incorporated
                          1251 Avenue of the Americas
                           New York, New York  10020

Telephone Number (including area code):

                                (212) 703-4198

Name and Address of agent for service of process:

                               Steven R. Umlauf
                     c/o Morgan Stanley & Co. Incorporated
                          1251 Avenue of the Americas
                           New York, New York  10020



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 notification registration to be duly signed on
its behalf in the City of New York and State of New York on the 17th day of
August, 1995.

                                 Signature       PEPS TRUST
                                             (Name of Registrant)


                                 By/s/S.R. Umlauf


Attest:  /s/Charles Smith


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