CHASE PREFERRED CAPITAL CORP
8-A12B, 1996-09-10
REAL ESTATE
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 --------------

                                    FORM 8-A

================================================================================

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

                                 --------------

                       CHASE PREFERRED CAPITAL CORPORATION
             (Exact name of registrant as specified in its charter)

                                State of Delaware
                    (State of incorporation or organization)

                                   13-3899576
                       (I.R.S Employer Identification No.)

                                 270 Park Avenue
                               New York, New York
                    (Address of principal executive offices)

                                      10017
                                   (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
- -------------------                         ------------------------------

Cumulative Preferred                        New York Stock Exchange
Stock, Series A, par value
$25.00 per share

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

                                      None
                                ----------------
                                (Title of Class)

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<PAGE>

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

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

     The description of the Cumulative Preferred Stock, Series A, par value
$25.00 per share, of Chase Preferred Capital Corporation (the "Company") to be
registered hereunder presented under the caption "Description of Series A
Preferred Shares" in the form of prospectus to be filed by the Company pursuant
to Rule 424(b) under the Securities Act of 1933 in connection with the Company's
Registration Statement on Form S-11 filed with the Securities and Exchange
Commission (the "Commission") on July 12, 1996 (Registration No. 333-08001) is
incorporated herein by reference.

Item 2. Exhibits

     Pursuant to Part II of the Instructions as to Exhibits with respect to Form
8-A the following exhibits will be filed with the New York Stock Exchange with a
copy of this registration statement.

     1.1 Registration Statement on Form S-11 (Registration No. 333-08001), filed
with the Commission on July 12, 1996.(1)

     4.1 Form of Amended and Restated Articles of Incorporation of the Company.

     4.2 Form of Amended and Restated By-laws of the Company.
     5.1 Specimen of certificate representing Series A Preferred Shares.

- ----------
(1)  Any amendment to the Registration Statement on Form S-11 filed with the
     Commission on or subsequent to the date hereof has been or will be filed
     with the Exchange.

<PAGE>

                                   SIGNATURES

     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, thereunto duly authorized.

                                      CHASE PREFERRED CAPITAL CORPORATION


September 10, 1996                     By:   /s/  Neila B. Radin
                                         ----------------------------------
                                         Name:   Neila B. Radin
                                         Title:  Secretary



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