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
Penelec Capital, L.P.
(Exact name of registrant as specified in its charter)
Delaware 51-0355043
(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
8 3/4% 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
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Item 1. Description of Registrant's Securities to be
Registered.
The class of securities to be registered hereby is the
8 3/4% Cumulative Monthly Income Preferred Securities, Series A
(the "Securities") of Penelec Capital, L.P. ("Penelec Capital"),
a Delaware limited partnership.
For a description of the Securities, reference is made
to the descriptions of the Securities included in Penelec
Capital's Prospectus dated June 24, 1994 and Prospectus
Supplement dated June 27, 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 Penelec Capital and Pennsylvania Electric Company (Nos.
33-53677 and 33-53677-01), which was declared effective by the
Securities and Exchange Commission on June 24, 1994.
Item 2. Exhibits.
The Securities described herein are to be registered on
the New York Stock Exchange, on which no other securities of
Penelec 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 Penelec Capital's Registration
Statement on Form S-3.
4.1 Form of Amended and Restated Agreement of Limited
Partnership of Penelec Capital.
4.2 Form of Action creating the Securities.
5.1 Form of Preferred Security Certificate
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SIGNATURE
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.
Date: June 28, 1994 PENELEC CAPITAL, L.P.
By: Penelec Preferred Capital,
Inc., its general partner
By: __________________________
F.D. Hafer
President
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