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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
PECO Energy Capital, L.P.
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(Exact name of registrant as specified in its charter)
Delaware 51-0355322
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(State of incorporation or organization) (IRS Employer Identification No.)
1013 Centre Road, Suite 350F
Wilmington, DE 19805
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(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
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Preferred Trust Receipts, New York Stock Exchange
each representing a _______% Cumulative
Monthly Income Preferred Security, Series
C of PECO Energy Capital, L.P.
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 information required by this Item 1 is incorporated by reference to
Registration Statement No. 333-27721, filed on May 23, 1997 with the Securities
and Exchange Commission pursuant to the Securities Act of 1933. Copies of the
Prospectus describing the securities will be filed pursuant to Rule 424(b) under
the Securities Act of 1933 and shall be deemed incorporated by reference into
this Registration Statement filed on Form 8-A.
Item 2. Exhibits.
Exhibit No.
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1-1 Registration Statement No. 333-27721
4-1 Certificate of Limited Partnership of PECO Energy Capital, L.P.
(incorporated by reference to Registration Statement Nos. 33-53785 and
33-53785-01).
4-2 Amended and Restated Limited Partnership Agreement of PECO Energy
Capital, L.P. (incorporated by reference to Exhibit 10-7 of PECO
Energy Company's 1994 Annual Report on Form 10-K, File No. 1-1401).
4-3 Form of Action of General Partner creating ____% Cumulative Monthly
Income Preferred Securities, Series C of PECO Energy Capital, L.P.
(incorporated by reference to Exhibit 4-4 of Registration Statement
No. 333-27721).
4-4 Amendment No. 1 to the Amended and Restated Limited Partnership
Agreement of PECO Energy Capital, L.P. (incorporated by reference to
Exhibit 10-8 of PECO Energy's 1995 Annual Report on Form 10-K, File
No. 1-1401).
4-5 Amendment No. 2 to the Amended and Restated Limited Partnership
Agreement of PECO Energy Capital, L.P. (incorporated by reference to
Exhibit 10-9 of PECO Energy's 1995 Annual Report on Form 10-K, File
No. 1-1401).
5-1 Form of Preferred Trust Receipt (included in Exhibit 5-4 below).
5-2 Certificate of Trust for PECO Energy Capital Trust II dated May 20,
1997 (incorporated by reference to Exhibit 4-10 of Registration
Statement No. 333-27721).
5-3 Trust Agreement for PECO Energy Capital Trust II dated as of May 20,
1997 (incorporated by reference to Exhibit 4-11 of Registration
Statement No. 333-27721).
5-4 Form of Amended and Restated Trust Agreement, among PECO Energy
Capital, L.P., as grantor, First Union Trust Company, National
Association, as Trustee and PECO Energy Capital Corp., for the limited
purpose stated therein (incorporated by reference to Exhibit 4-12 of
Registration Statement No. 333-27721).
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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, thereto duly authorized.
PECO Energy Capital, L.P.
By:, PECO Energy Capital Corp.,
its general partner
/s/ J. Barry Mitchell
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J. Barry Mitchell
President
Dated: May 23, 1997
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