PENELEC CAPITAL TRUST
8-A12B, 1999-06-10
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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 (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                              Penelec Capital Trust
            ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         Delaware                                    22-6778376
  ------------------------------             ------------------------
  (State of incorporation                        (I.R.S. employer
      or organization)                           identification no.)



     c/o GPU Service, Inc.
      310 Madison Avenue
    Morristown, New Jersey                             07962
  ------------------------------             ------------------------
      (Address of principal                         (Zip Code)
        executive offices)



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

Trust Preferred Securities               New York Stock Exchange, Inc.


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

                                      None




<PAGE>



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

      The class of  securities to be  registered  hereby is the Trust  Preferred
Securities  (the  "Trust  Securities")  of Penelec  Capital  Trust,  a statutory
business trust created under the laws of the State of Delaware.

      For a  description  of the  Trust  Securities,  reference  is  made to the
descriptions  of the  Trust  Securities  included  in  Penelec  Capital  Trust's
Prospectus  dated April 14, 1999 and Prospectus  Supplement  dated June 9, 1999,
which  descriptions  are  incorporated  herein by reference.  The Prospectus and
Prospectus  Supplement  form a part of the  Registration  Statement  on Form S-3
filed by  Pennsylvania  Electric  Company,  Penelec Capital II, L.P. and Penelec
Capital  Trust  (Nos.  333-62295,  333-62295-01  and  333-62295-02),  which  was
declared  effective by the  Securities  and Exchange  Commission  on January 13,
1999.


Item 2.     Exhibits.

      The Trust Securities described herein are to be registered on the New York
Stock  Exchange,  on which no other  securities  of  Penelec  Capital  Trust are
registered. Accordingly, the following exhibits required in accordance with Part
II to the  instructions as to exhibits to Form 8-A have been duly filed with the
New York Stock Exchange.

1.1   Amendment No. 1 to Penelec Capital Trust's Registration Statement on
      Form S-3.

4.1   Certificate of Trust for Penelec Capital Trust

4.2   Trust Agreement of Penelec Capital Trust.

4.3   Form of Amended and Restated Trust Agreement of Penelec Capital Trust.

4.4   Form of Certificate representing the Trust Preferred Securities.



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<PAGE>



                                    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.

Date:  June 10, 1999


                              PENELEC CAPITAL TRUST
                              By Penelec Capital II, L.P.,
                                    as Grantor
                              By: Penelec Preferred Capital II, Inc.
                               as general partner



                              By:   /s/ T.G. Howson
                              Name:  T.G. Howson
                                   -------------------------------
                              Title: Vice President and Treasurer




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