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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
______________________
JCP MASTER CREDIT CARD TRUST
(Issuer of the Certificates)
JCP RECEIVABLES, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-2231415
(State of incorporation or organization) (IRS Employer
Identification No.)
6501 Legacy Drive, Mail Stop 1318
Plano, Texas 75024
(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
___________________ ______________________________
None 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. / /
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/
Securities Act registration statement file number to which this form
relates: 333-64649
Securities to be registered pursuant to Section 12(g) of the Act:
5.50% Class A Asset Backed Certificates, Series E
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
_______________________________________________________
For a description of JCP Master Credit Card Trust 5.50% Class A
Asset Backed Certificates, Series E, see the discussion under the caption
"Description of the Certificates and the Pooling and Servicing Agreement"
set forth on pages 28-58 in the Prospectus dated November 19, 1998, filed
pursuant to Rule 424(b) under the Securities Act of 1933, as amended, in
connection with the Registration Statement on Form S-1, No. 333-64649,
filed by JCP Receivables, Inc. on behalf of JCP Master Credit Card Trust,
which information is incorporated by reference herein.
Item 2. Exhibits.
________
Exhibit No. Description of Exhibit
__________ ______________________
3.1 Certificate of Incorporation of JCP Receivables, Inc.
(incorporated by reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1 (File No. 33-22093)).
3.1(a) Amendment dated September 9, 1988 to Certificate of Incorporation
of JCP Receivables, Inc. (incorporated by reference to Exhibit
3.1(a) to the Registrant's Registration Statement on Form S-1
(File No. 33-22093)).
3.2 Bylaws of JCP Receivables, Inc. (incorporated by reference to
Exhibit 3.2 to the Registrant's Registration Statement on Form S-
1 (File No. 33-22093)).
3.2(a) Amendment dated May 19, 1995 to Bylaws of JCP Receivables, Inc.
(incorporated by reference to Exhibit 3.2(a) to the Registrant's
Registration Statement on Form S-1 (File No. 333-64649)).
4.1 Master Pooling and Servicing Agreement, dated as of September 5,
1988 (incorporated by reference to Exhibit 4.1 to the
Registrant's Registration Statement on Form S-1 (File No. 333-
64649)).
4.1(a) Amendment No. 1 to Master Pooling and Servicing Agreement dated
as of October 15, 1997 (incorporated by reference to Exhibit 4.1
to the Registrant's Current Report on Form 8-K filed on November
12, 1997 (File No. 0-17270)).
4.1(b) Series E Supplement to Master Pooling and Servicing Agreement,
dated as of November 25, 1998 (incorporated by reference to
Exhibit 4.1 to Registrant's Current Report on Form 8-K filed on
December 10, 1998 (File No. 0-17270)).
4.2 Specimen Certificate (incorporated by reference to Exhibit 4.2 to
Registrant's Current Report on Form 8-K filed on December 10,
1998 (File No. 0-17270)).
4.3 Receivables Purchase Agreement, dated as of September 5, 1988
(incorporated by reference to Exhibit 4.3 to the Registrant's
Registration Statement on Form S-1 (File No. 333-64649)).
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4.3(a) Amendment No. 1 to Receivables Purchase Agreement dated as of
October 15, 1997 (incorporated by reference to Exhibit 4.2 to the
Registrant's Current Report on Form 8-K filed on November 12,
1997 (File No. 0-17270).
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.
JCP RECEIVABLES, INC.
Date: January 4, 1999 By: /s/ Catherine A. Walther
________________________
Catherine A. Walther
President
