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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.
            ------------------------------------------------------
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


               Delaware                                     51-0355322
- ----------------------------------------       ---------------------------------
(STATE OF INCORPORATION OR ORGANIZATION)       (IRS EMPLOYER IDENTIFICATION NO.)


1013 Centre Road, Suite 350F
Wilmington, DE                                                19805
- ----------------------------------------       ---------------------------------
(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
      -------------------                      ------------------------------

Preferred Trust Receipts,                      New York Stock Exchange
each representing a ____%
Cumulative Monthly Income
Preferred Security, Series B
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 Nos. 33-60859 and 33-60859-01, filed on July 5, 1995
with the Securities and Exchange Commission pursuant to the Securities Act of
1933. Copies of the Offering Circular/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.

1-1  Registration Statement Nos. 33-60859 and 33-60859-01.

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 B of PECO Energy Capital, L.P. (incorporated
     by reference to Registration Statement Nos. 33-60859 and 33-60859-01).

4-4  Amendment to the Amended and Restated Limited Partnership Agreement of
     PECO Energy Capital, L.P. (incorporated by reference to Registration 
     Statement Nos. 33-60859 and 33-60859-01).

5-1  Form of Preferred Trust Receipt (included in Exhibit 5-2 below).

5-2  Form of Trust Agreement, dated as of July __, 1995, among PECO Energy
     Capital, L.P., PNC Bank, Delaware as Trustee and PECO Energy Company
     (incorporated by reference to Registration Statement Nos. 33-60859 and
     33-60859-01).




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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           
                                           -------------------------------
                                           J. Barry Mitchell
                                           President




Dated:    July 11, 1995