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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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C.L. HALL, R.H. HANEY, G.W. HARPER,
R.L. MYGRANT and R.D. OFFENBACHER, as Voting
Trustees under the Voting Trust Agreement
dated as of April 1, 1997
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(Exact name of registrant as specified in its charter)
New York 13-0794380
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(State of incorporation (IRS Employer Identification
or organization) No.)
c/o Graybar Electric Company, Inc.
34 North Meramec Avenue
St. Louis, Missouri 63105
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(Address of principal executive offices) (Zip Code)
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Securities to be registered pursuant to Section 12(b) of the
Act:
NONE
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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. [ ]
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. [X]
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Securities Act registration statement file number to which this form
relates:
(if applicable)
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Securities to be registered pursuant to Section 12(g) of the
Act:
Voting Trust Certificates
relating to shares of Common Stock
of Graybar Electric Company, Inc.
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(Title of Class)
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Item 1. Description of Registrant's Securities.
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The registrant filed with the Commission a Registration Statement
on Form S-1 (Registration No. 333-15761) (the "Registration Statement") with
respect to the Voting Trust Certificates to be issued under the Voting Trust
Agreement dated as of April 1, 1997. The Registration Statement became
effective on January 10, 1997.
Pursuant to the Instruction for Item 1 of Form 8-A, there is
herein incorporated by reference the description of the Voting Trust
Certificates contained in the Prospectus, dated January 21, 1997,
constituting part of the Registration Statement and filed pursuant to Rule
424(b)(3) (the "Prospectus").
Item 2. Exhibits.
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Exhibit 1. There is incorporated herein by reference the Voting
Trust Agreement, dated as of April 1, 1997, a copy of which was attached as
Annex A to the Prospectus, which includes the form of Voting Trust
Certificate.
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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, thereto duly
authorized, on March 6, 1998.
/s/ C.L. Hall
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C.L. Hall
/s/ R.H. Haney
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R.H. Haney
/s/ G.W. Harper
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G.W. Harper
/s/ R.L. Mygrant
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R.L. Mygrant
/s/ R.D. Offenbacher
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R.D. Offenbacher
as Voting Trustees under the
Voting Trust Agreements
dated as of April 1, 1997
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