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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Capital Trust Pass-through New York Stock Exchange
Securities, each representing
a _____% Cumulative Preferred
Security, Series D 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. 333-47985, filed on March
16, 1998 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. 333-47985.
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
Preferred Securities, Series D of PECO Energy Capital, L.P.
(incorporated by reference to Exhibit 4-5 of Registration
Statement No. 333-47985).
4-4 Amendment No. 1 to Amended and Restated Limited Partnership
Agreement of PECO Energy Capital (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 Amended and Restated Limited Partnership
Agreement of PECO Energy Capital (incorporated by reference
to Exhibit 10-9 of PECO Energy's 1995 Annual Report on Form
10-K, File No. 1-1401).
4-6 Amendment No. 3 to Amended and Restated Limited Partnership
Agreement of PECO Energy Capital (incorporated by reference
to Registration Statement No. 333-47985).
5-1 Form of Capital Trust Pass-through Security (included in
Exhibit 5-4 below).
5-2 Certificate of Trust for PECO Energy Capital Trust III
dated March 13, 1998 (incorporated by reference to Exhibit
4-12 of Registration Statement No. 333-47985).
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5-3 Trust Agreement dated as of March 13, 1998 (incorporated by
reference to Exhibit 4-13 of Registration Statement No.
333-47985).
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 4-14 of Registration
Statement No. 333-47985).
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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: March 16, 1998
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