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 HYPERION STRATEGIC MORTGAGE INCOME FUND, INC. (Exact name of registrant as specified in its charter) MARYLAND 41-2041528 (State of incorporation) (I.R.S. Employer Identification No.) ONE LIBERTY PLAZA, 165 BROADWAY 36TH FLOOR NEW YORK, NEW YORK 10006-1404 (Address of principal executive offices) (Zip Code) 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 Ordinary Shares, nominal New York Stock Exchange, Inc. value $0.01 per share 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), 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), check the following box.[ ] Securities Act registration statement file number to which this form relates: 333-88788 Securities to be registered pursuant to Section 12(g) of the Act: None Information required in registration statement Item 1. Description of Registrant's Securities to be Registered. Incorporated by reference to Registrant's registration statement on Form N-2, filed May 22, 2002 (File No. 333-88788). Item 2. Exhibits. None 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, in the City of New York, State of New York on the 11th day of June, 2002. THE HYPERION STRATEGIC MORTGAGE INCOME FUND, INC. By: /S/ CLIFFORD E. LAI CLIFFORD E. LAI President