SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                   FORM 8-A/A


                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

        PURSUANT TO 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

                          PROGRESSIVE RETURN FUND, INC.
             (Exact Name of Registrant as Specified in Its Charter)



                Maryland                                 N/A
- ----------------------------------------          ------------------
(State of Incorporation or Organization)            (IRS Employer
                                                  Identification No.)

           383 Madison Ave.
          New York, New York                          10179
- ---------------------------------------       -----------------------
(Address of Principal Executive Offices)            (Zip Code)



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

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

Securities Act registration statement file number to which this form relates (if
applicable): 333-99585.

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

       Title of each class to be                Name of each exchange on which
           registered                                     each class
                                                  of stock is to be registered
       ---------------------------                 -------------------------

              COMMON                                AMERICAN STOCK EXCHANGE

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

                                 NOT APPLICABLE

                                (Title of Class)








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

A description of the Common Stock is set forth in the Registrant's registration
statement on Form N-2 filed with the Securities and Exchange Commission,
Registration No. 333-99585 (the "Registration Statement") on behalf of
Progressive Return Fund, Inc. (the "Registrant"), which is hereby incorporated
by reference for all purposes.

ITEM 2. EXHIBITS.

           1.  Articles of Incorporation of the Registrant are herein
               incorporated in by reference to the Registration Statement.

           2.  By-laws of the Registrant are incorporated herein by reference to
               the Registration Statement.

           The Registrant hereby further incorporates by reference the
description of the Common Stock included in any form of prospectus subsequently
filed by the Registrant pursuant to Rule 424(b) under the Securities Act.

                                    SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this amended registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.



         DATED: JANUARY 7, 2003      PROGRESSIVE RETURN FUND, INC.

                                       BY:/S/ THOMAS R. WESTLE
                                     ---------------------------
                                     THOMAS R. WESTLE, SECRETARY