VIRGINIA ELECTRIC & POWER CO
8-A12B, 1999-06-04
ELECTRIC SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM 8-A

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

                       VIRGINIA ELECTRIC AND POWER COMPANY
             (Exact Name of Registrant as Specified in its Charter)


            Virginia                                   54-0418825
     (State of Incorporation                           I.R.S. Employer
        or Organization)                               Identification No.

                               701 E. Cary Street
                          Richmond, Virginia 23219-3932

If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [_]

If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [_]

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:
File 333-47119

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


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

Virginia Electric and Power                  New York Stock Exchange, Inc.
Company 1999 Series A 6.70%
Senior Notes, due June 30, 2009

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

         None
<PAGE>

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

         A description of the Securities to be registered is set forth under the
caption "Description of the Senior Notes and Senior Subordinated Notes" in the
prospectus contained in Registration Statement 333-47119 on Form S-3 filed with
the Securities and Exchange Commission on February 27, 1998 (the "Registration
Statement") and under the caption "Description of the 1999 Series A Senior
Notes" in the Prospectus Supplement dated June 3, 1999 and filed with the
Securities and Exchange Commission on that date, and is incorporated herein by
reference.

Item 2.  Exhibits.

         1. Form of Senior Indenture dated as of June 1, 1998 between Virginia
Electric and Power Company and The Chase Manhattan Bank (the Form of Security
being included in Article II therein), defining the rights of holders and filed
as Exhibit 4(ii) to the Registration Statement, is herein incorporated by
reference.

         2. Form of First Supplemental Indenture, also defining the rights of
holders and filed as Exhibit 4.2 to the Company's Report on Form 8-K filed on
June 12, 1998, is incorporated herein by reference.

         3. Form of Second Supplemental Indenture dated as of June 1, 1999 (the
Form of Security being included as Exhibit A thereto), also defining the rights
of holders and filed as Exhibit 4.2 to the Company's Report on Form 8-K filed on
June 3, 1999, is incorporated herein by reference.

         4. The Underwriting Agreement dated as of June 3, 1999, also defining
the rights of holders and filed as Exhibit 1 to the Company's Report on Form 8-K
filed on June 3, 1999, is incorporated herein by reference.
<PAGE>

                                    SIGNATURE

         Pursuant to the requirements of the Securities and Exchange Act of
1934, as amended, the Registrant has duly caused this Registration Statement on
Form 8-A to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                   VIRGINIA ELECTRIC AND POWER COMPANY


Dated: June 3, 1999                By:/s/ J. P. Carney
                                      ------------------------------
                                   Name:  J. P. Carney
                                   Title: Assistant Treasurer

























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