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


                        PENN TREATY AMERICAN CORPORATION
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

       Pennsylvania                                   23-1664166
       ------------                                   ----------      
(State of incorporation or organization)   (I.R.S. Employer Identification No.)

     3440 Lehigh Street, Allentown, PA                   18103
     ---------------------------------                   -----            
(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

   Common Stock, $.10 Par Value              New York Stock Exchange
   ----------------------------              -----------------------        

     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.

     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:

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

                                  NONE
                                  ----        
                            (Title of class)

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

     The stock of Penn Treaty American Corporation,  a Pennsylvania  corporation
(the "Company"), approved to be listed on the New York Stock Exchange, Inc. (the
"Exchange"),  is the  Company's  common  stock,  par value  $.10 per share  (the
"Common  Stock").  Subject to the  rights of holders of any series of  preferred
stock  which may from time to time be issued by the  Company,  holders of Common
Stock  are  entitled  to one  vote  per  share  on  matters  acted  upon  at any
shareholders'  meeting,  including the election of  directors,  and to dividends
when,  as and if  declared  by the  Board  of  Directors  out of  funds  legally
available  therefor.  There is no cumulative  voting and the Common Stock is not
redeemable.  In the event of any  liquidation,  dissolution or winding up of the
Company,  each holder of Common Stock is entitled to share ratably in all assets
of the  Company  remaining  after the  payment of  liabilities  and any  amounts
required to be paid to holders of any preferred stock issued by the Company,  if
any. Holders of Common Stock have no preemptive or conversion rights and are not
subject to further calls or  assessments  by the Company;  and there are not any
redemption  or  sinking  fund  provisions.   All  shares  of  Common  Stock  now
outstanding are fully paid and non-assessable.

     Certain  provisions  of the  Company's  Restated  and  Amended  Articles of
Incorporation,  as amended (the "Articles"), were designed to make the Company a
less  attractive  target for  acquisition  by an outsider  who does not have the
support of the  Company's  directors.  These  provisions:  (1) provide  that the
Company's  Board of Directors is divided  into three  classes,  each of which is
comprised of three directors elected for a three-year term, with one class being
elected each year;  that  directors  may be removed  without cause only with the
approval  of 67% of the  voting  power  of the  stock  entitled  to  vote in the
election of directors;  and that any director elected to fill a vacancy, however
created, serves for the remainder of the term of the director which he or she is
replacing;  (2) require the affirmative vote of shareholders owning at least 67%
of the outstanding shares of the Company's Common Stock in order for the Company
to: amend,  repeal or add any provision to the  Articles;  merge or  consolidate
with another corporation, other than a wholly-owned subsidiary;  exchange shares
of the  Company's  Common Stock in such a manner that a  corporation,  person or
entity acquires the issued or outstanding  shares of Common Stock of the Company
pursuant to a vote of shareholders;  sell, lease, convey,  encumber or otherwise
dispose of all or substantially  all of the property or business of the Company;
or  liquidate  or dissolve  the  Company;  (3) permit the Board of  Directors to
oppose a tender offer or other offer for the Company's securities, and allow the
Board to consider any pertinent issue in determining  whether to oppose any such
offer;  and (4) require  the Company to obtain the  approval of the holders of a
majority of all capital  stock  entitled  to vote in the  election of  directors
prior to any  direct or  indirect  purchase  of  securities  of any class by the
Company from a shareholder who beneficially  owns 20% or more of the outstanding
securities in the class to be acquired and has not held such securities for more

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than two years at the time of such purchase; provided that the foregoing vote of
shareholders is not required if any such purchase is made by the Company as part
of a tender or exchange offer to purchase  securities of the same class from all
holders  of  such   securities  in  a  manner   complying  with  the  applicable
requirements of the Exchange Act.

     In  addition,  certain  provisions  of the  Company's  Amended and Restated
By-laws,  as amended (the "Bylaws"),  require that  shareholder  nominations for
election  to the Board of  Directors  must be made in writing and  delivered  or
mailed to the  President  of the  Company not less than fifty days nor more than
seventy-five  days prior to any meeting of shareholders  called for the election
of  directors;  provided  however,  that if less than fifty days'  notice of the
meeting is given to shareholders,  such nominations shall be mailed or delivered
to the  President  not  later  than the close of  business  on the  seventh  day
following the day on which the notice of the meeting was mailed.

     The Pennsylvania Business Corporation Law of 1988 (the "1988 BCL") includes
certain shareholder  protection  provisions,  some of which apply to the Company
and two of which, relating to "Disgorgement by Certain Controlling  Shareholders
following  Attempts to Acquire  Control" and "Control Share  Acquisitions,"  the
Company has  specifically  opted out of pursuant to an amendment to its by-laws.
The  following is a description  of those  provisions of the 1988 BCL that still
apply to the Company and that may have an anti-takeover effect. This description
of the 1988 BCL is only a summary  thereof,  does not purport to be complete and
is qualified in its entirety by reference to the full text of the 1988 BCL.

     (i) The control transaction  provisions allow holders of voting shares of a
corporation to "put" their stock to an acquirer for fair value in the event of a
control  transaction  (the  acquisition  of  20%  of  the  voting  stock  of the
corporation).  Fair value is defined as not less than the highest  price paid by
the acquirer during a certain 90 day period.

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     (ii) An interested  shareholder  (the beneficial owner of twenty percent of
the voting stock either of a corporation  or of an affiliate of the  corporation
who was at any time within the five-year period immediately prior to the date in
question  the  beneficial  owner of twenty  percent of the  voting  stock of the
corporation) cannot engage in a business  combination with the corporation for a
period of five years unless: (a) the board approves the business  combination or
the acquisition of shares in advance, or (b) if the interested  shareholder owns
80% of such stock,  the  business  combination  is approved by a majority of the
disinterested  shareholders and the transaction  satisfies  certain "fair price"
provisions.  After the five-year period, the same restrictions apply, unless the
transaction  either is approved by a majority of the disinterested  shareholders
or satisfies the fair price provisions.

     (iii) Corporations may adopt shareholders' rights plans with discriminatory
provisions  (sometimes  referred to as poison pills) whereby  options to acquire
shares or corporate assets are created and issued which contain terms that limit
persons  owning or  offering to acquire a specified  percentage  of  outstanding
shares from exercising, converting, transferring or receiving options and allows
the exercise of options to be limited to  shareholders  or triggered  based upon
control  transactions.  Such  poison  pills take  effect  only in the event of a
control transaction.  Pursuant to the 1988 BCL, such poison pills may be adopted
by the Board without shareholder approval.

     (iv) In taking action with respect to tender  offers or takeover  proposals
(as for any other action),  directors may, in considering  the best interests of
the corporation,  consider the effects of any action upon employees,  suppliers,
customers,  communities where the corporation is located and all other pertinent
factors.

     (v)  Shareholders of a corporation no longer have a statutory right to call
special meetings of shareholders or to propose  amendments to the articles under
the provisions of the 1988 BCL.

     The foregoing  provisions may discourage certain types of transactions that
involve a change of control of the Company and ensure a measure of continuity in
the  management  of the business  and affairs of the Company.  While the Company
does not currently have a shareholder  rights plan or poison pill, the effect of
the  above-described  provisions  may be to deter  hostile  takeovers at a price
higher  than the  prevailing  market  price for the  Common  Stock and to permit
current  management to remain in control of the Company.  In some  circumstances
certain  shareholders  may  consider  these  anti-takeover  provisions  to  have
disadvantageous  effects. Tender offers or other non-open market acquisitions of
stock are  frequently  made at prices  above the  prevailing  market  price of a
company's  stock. In addition,  acquisitions  of stock by persons  attempting to
acquire control through market purchases may cause the market price of the stock
to reach  levels  that are  higher  than  would  otherwise  be the  case.  These
anti-takeover   provisions  may   discourage  any  or  all  such   acquisitions,
particularly  those of less than all of the  Company's  shares,  and may thereby
deprive certain holders of the Company's Common Stock of any opportunity to sell
their stock at a temporarily higher market price.

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     Pursuant to an amendment to the Company's By-laws adopted on July 19, 1990,
the  Company  opted out of  "Disgorgement  by Certain  Controlling  Shareholders
following  Attempts to Acquire Control," which would otherwise allow the Company
to recover all profits  derived by any person or group that acquires  control or
disclosed an intention to acquire voting power over 20% of the equity securities
of the  Company  on the  disposition  of any of the  securities  of the  Company
acquired  within two years prior or eighteen months after acquiring such control
or  announcing  an  intention  to that  effect.  The  Company  also opted out of
"Control Share Acquisitions," which would otherwise suspend the voting rights of
a  shareholder  when his ownership of the  Company's  securities  crossed any of
three thresholds (20%, 33% or 50%). The voting rights are held in abeyance until
the  shareholders  holding a majority  of  disinterested  shares vote to restore
them. The inapplicability of these provisions  mitigates somewhat the deterrence
of hostile  anti-takeover  attempts at prices in excess of the prevailing market
prices and lessens the ability of current  management  to retain  control of the
Company.

     In addition to provisions of the 1988 BCL,  insurance laws and  regulations
of each of Pennsylvania,  New York and Vermont provide, among other things, that
without the consent of the insurance  commissioner of each such state, no person
may  acquire  control of the  Company and that any person or holder of shares of
Common  Stock or  securities  convertible  into Common Stock (such as the Notes)
possessing  10% or  more of the  aggregate  voting  power  of the  Common  Stock
(inclusive  of  shares  issuable  upon   conversion  of  all  such   convertible
securities)  will be presumed to have  acquired  such  control  unless each such
insurance commissioner, upon application, has determined otherwise.


Item 2.  Exhibits

         Not applicable.



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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.


                                            Penn Treaty American Corporation



                                            By:  _________________________
                                                    Cameron B. Waite
                                                    Chief Financial Officer




Date: December 8, 1998


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