COMMERCIAL CREDIT CO
8-A12B, 1996-06-20
PERSONAL CREDIT INSTITUTIONS
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                                  UNITED STATES
                       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

                            COMMERCIAL CREDIT COMPANY

        Delaware                                            52-0883351
(State of incorporation or organization)    (I.R.S. Employer Identification no.)


300 St. Paul Place
Baltimore, Maryland                                           21202
(Address of principal executive offices)                    (zip code)

If this Form relates to the registration of       If this Form relates to the 
a class of debt securities and is                 registration of a class of
effective upon filing pursuant to                 debt securities and is to 
General Instruction A(c)(1) please                become effective
check the following box /X/                       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
                                                  / /

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

 5 1/2% Notes due May 15, 1998                       New York Stock Exchange



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

                                                            (None)

































<PAGE>






                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

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

      See the information set forth under the heading "Description of Debt
Securities" in the Registration Statement on Form S-3 of the Registrant, as
amended (No. 33-51814), and "Description of Notes" in the Prospectus Supplement
dated June 16, 1993 filed pursuant to Rule 424(b)(2) under the Securities Act of
1933, as amended.

Item 2.  Exhibits.

       2.1     Registration Statement on Form S-3 (No. 33-51814) (the
               "Registration Statement").

       2.2     Prospectus Supplement dated June 16, 1993.

       2.3     Form of 5 1/2% Notes due May 15, 1998, incorporated by reference
               to Exhibit 4.01 to the Company's Current Report on Form 8-K dated
               June 16, 1993.

       2.4     Indenture between Commercial Credit Company and Citibank, N.A.,
               as Trustee, relating to the Notes, incorporated by reference to
               Exhibit 4.01 to the Registrant's Current Report on Form 8-K dated
               January 19, 1987 (File No. 1-6594).

       2.5     First Supplemental Indenture, dated as of June 13, 1990,
               incorporated by reference to Exhibit 1 to the Registrant's
               Current Report on Form 8-K dated June 13, 1990 (File No. 1-6594).












































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<PAGE>








                                   SIGNATURES

       Pursuant to the requirements of Section 12 of the Securities Act of 
1934, the Registrant has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                   COMMERCIAL CREDIT COMPANY


                                   By   /s/ Firoz B. Tarapore   
                                     ---------------------------
                                        Firoz B. Tarapore
                                        Vice President and 
                                        Assistant Treasurer

























































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