PILGRIM AMERICA CAPITAL CORP
8-A12B, 1998-12-15
MORTGAGE BANKERS & LOAN CORRESPONDENTS
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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


                       PILGRIM AMERICA CAPITAL CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


               Delaware                                  86-0670679
- ----------------------------------------    ------------------------------------
(State of incorporation or organization)    (I.R.S. Employer Identification No.)


Two North Central Avenue, Suite 1200, Phoenix, Arizona            85004-4424
- ------------------------------------------------------            ----------
     (Address of principal executive offices)                     (Zip Code)

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), please 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), please check the following box. [ ]

Securities Act  registration  statement file  number to which this form relates:
_____________ (if applicable)

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

Common Stock, $.01 Par Value                          New York Stock Exchange

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

                                      None
                                ----------------
                                (Title of Class)
<PAGE>

ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED

        Common Stock, $.01 Par Value

     The capital stock of Pilgrim America Capital  Corporation (the "Company" or
"Registrant")  to be  registered  on the New  York  Stock  Exchange,  Inc.  (the
"Exchange"),  is the  Registrant's  Common  Stock  with a par  value of $.01 per
share.  Holders  of  Common  Stock  are  entitled  to one vote per  share at all
meetings of stockholders. Dividends and other distributions that may be declared
on the Common Stock will be paid in an equal amount to the holder of each share.
No pre-emptive  rights are conferred upon the holders of such stock an there are
no  liquidation  or conversion  rights.  Nor are there any redemption or sinking
fund provisions and there is no liability to further calls or assessments by the
Registrant.

ITEM 2. EXHIBITS

        1. All exhibits required by Instruction II to Item 2 will be
           supplied to the New York Stock Exchange.

                                       2
<PAGE>

                                   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, thereunto duly authorized.

                                             PILGRIM AMERICA CAPITAL CORPORATION



                                             By: /s/ Robert W. Stallings
                                                ---------------------------
                                                 Robert W. Stallings
                                                 Chairman

Dated: December 15, 1998



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