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
POTOMAC ELECTRIC POWER COMPANY TRUST I
POTOMAC ELECTRIC POWER COMPANY
(Exact name of registrant as specified in its charter)
Delaware 52-2098938
District of Columbia and Virginia 53-0127880
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
Potomac Electric Power Company
1900 Pennsylvania Avenue, N.W.
Washington, D.C. 20068
(Address of principal executive offices) (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
7-3/8% Trust Originated New York Stock Exchange, Inc.
Preferred Securities issued by
Potomac Electric Power Company Trust I
(and the Guarantee by Potomac Electric
Power Company with respect thereto)
Securities to Be Registered Pursuant to Section 12(g) of the Act:
None.
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 numbers to which this form relates: File No. 333-51241
File No. 333-51241-01
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Reference is made to a Registration Statement on Form S-3
(File Nos. 333-51241 and 333-51241-01) (the "Registration
Statement") filed pursuant to the Securities Act of 1933,
as amended (the "Securities Act"), by Potomac Electric
Power Company Trust I, a statutory business trust formed
under the laws of the State of Delaware (the "Trust"), and
Potomac Electric Power Company, a District of Columbia and
Virginia corporation (the "Company"). There is hereby
incorporated herein by reference the description of
(i) the 7-3/8% Trust Originated Preferred Securities of
the Trust (the "Preferred Securities") set forth under
the heading "Description of Preferred Securities" in
the Prospectus included as part of the Registration
Statement (the "Prospectus") and under the heading
"Description of Preferred Securities" in the Prospectus
Supplement included as part of the Registration Statement
(the "Prospectus Supplement") and (ii) the Preferred
Securities Guarantee of the Company (the "Guarantee") set
forth under the heading "Description of the Preferred
Securities Guarantee" in the Prospectus and under the heading
"Description of the Guarantee" in the Supplemental
Prospectus. The definitive prospectus with respect to the
Preferred Securities and the Guarantee filed by the Trust
and the Company pursuant to Rule 424(b) of the Securities
Act is hereby incorporated herein by reference.
ITEM 2. EXHIBITS.
1. Certificate of Trust of Potomac Electric Power Company
Trust I (incorporated by reference to Exhibit 4.1 to
Registration Statement).
2. Form of Amended and Restated Declaration of Trust of
Potomac Electric Power Company Trust I (incorporated by
reference to Exhibit 4.3 to the Registration Statement).
3. Form of Preferred Security (included in Exhibit A-1 to
Exhibit 2).
4. Form of Indenture between the Registrant and The Bank of
New York, as trustee (incorporated by reference to
Exhibit 4.4 to the Registration Statement).
5. Form of First Supplemental Indenture to be used in
providing for the issuance of 7-3/8% Junior Subordinated
Deferrable Interest Debentures due 2038 (incorporated by
reference to Exhibit 4.5 of the Registration Statement).
6. Form of 7-3/8% Junior Subordinated Deferrable Interest
Debentures due 2038 (included in Exhibit 5).
7. Form of Preferred Securities Guarantee Agreement
(incorporated by reference to Exhibit 4.8 of the
Registration Statement).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, each of the registrants has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereto duly authorized.
POTOMAC ELECTRIC POWER COMPANY TRUST I
BY: /S/ A. J. KAMERICK
Anthony J. Kamerick
Regular Trustee
POTOMAC ELECTRIC POWER COMPANY
BY: /S/ A. J. KAMERICK
Anthony J. Kamerick
Vice President and Treasurer
Date: June 5, 1998
