MET ED CAPITAL LP
8-A12B, 1994-08-18
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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



                                 Met-Ed Capital, L.P.                     
                 (Exact name of registrant as specified in its charter)



                    Delaware                                51-0355042      
          (State or other jurisdiction                 (I.R.S. employer
          of incorporation or organization)            identification no.)   


               Mellon Bank Center
               Tenth and Market Streets
               Wilmington, Delaware                           19801        
           (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

          9% Cumulative Monthly Income       New York Stock Exchange, Inc.
          Preferred Securities, Series A




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

                                          None
<PAGE>






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

                    The class  of securities to  be registered hereby  is the
          9% Cumulative  Monthly Income  Preferred Securities, Series  A (the
          "Securities") of  Met-Ed Capital, L.P. ("Met-Ed  Capital"), a Dela-
          ware limited partnership.

                    For a description of the Securities, reference is made to
          the  descriptions of  the Securities  included in  Met-Ed Capital's
          Prospectus dated  August 10,  1994 and Prospectus  Supplement dated
          August  16, 1994,  which  descriptions are  incorporated herein  by
          reference.  The Prospectus and Prospectus Supplement form a part of
          the  Registration Statement on Form S-3 filed by Met-Ed Capital and
          Metropolitan Edison Company (Nos. 33-53673 and  33-53673-01), which
          was declared effective by the Securities and Exchange Commission on
          August 10, 1994.


          Item 2.   Exhibits.

                    The Securities  described herein are to  be registered on
          the New York Stock Exchange, on which no other securities of Met-Ed
          Capital  are  registered.    Accordingly,  the  following  exhibits
          required  in  accordance with  Part II  to  the instructions  as to
          exhibits  to Form 8-A have been duly  filed with the New York Stock
          Exchange.

          1.1       Amendment  No. 2 to  Met-Ed Capital's Registration State-
                    ment on Form S-3.

          4.1       Form of  Amended and Restated Agreement  of Limited Part-
                    nership of Met-Ed Capital.    

          4.2       Form of Action creating the Securities. 

          5.1       Form of Preferred Security Certificate
<PAGE>






                                       SIGNATURE


                    Pursuant to the requirements of Section 12 of the Securi-

          ties  Exchange Act  of 1934,  the registrant  has duly  caused this

          registration statement to  be signed  on its behalf  by the  under-

          signed, thereunto duly authorized.



          Date:  August 17, 1994        MET-ED CAPITAL, L.P.

                                        By:  Met-Ed Preferred Capital,
                                             Inc., its general partner


                                        By:                                 
                                             Don W. Myers
                                             Vice President and Treasurer
<PAGE>


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