Txu Europe Ltd, et al. – ‘8-A12B’ on 2/25/00

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Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12B      Form 8-A Pursuant to Section 12(B)                     5     16K 

Document Table of Contents

8-A12B
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FORM 8-A

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
 PURSUANT TO SECTION 12(b) OR (g) OF THE
 SECURITIES EXCHANGE ACT OF 1934

TXU EUROPE LIMITED
(Exact name of registrant as specified in its Charter)

England, United Kingdom                            98-0188080             
(State of incorporation or                      (I.R.S. Employer            
organization)            The Adelphi     Identification No.)    
1-11 John Adam Street   
London, England WC2N 6HT  
 (Address of principal executive
offices, including zip code)

TXU EUROPE CAPITAL I
(Exact name of registrant as specified in its charter)

Delaware                               To be applied for    
(State of incorporation or                     (I.R.S. Employer             
organization)           Energy Plaza     Identification No.)    
1601 Bryan Street   
Dallas, Texas 75201   
(Address of principal executive   
offices, including 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 so registered

9 3/4% Trust Originated Preferred Securities       New York Stock Exchange      
(and the Guarantee with respect thereto)                                  

     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), check the following box. [X]                         

     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), check the following box. [_]                         

        Securities Act registration statement file number to which this form
relates: 333-93509, 333-93509-01, 333-93509-02, 333-93509-03.                   
---------------------------------------------------           

Securities to be registered pursuant to Section 12(g) of the Act: None

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  The Commission is respectfully requested to send copies of all
notices, orders and communications to:                                          

Robert A Wooldridge, Esq.       E.J. Lean, Esq,       Robert J. Reger, Jr., Esq.
 Worsham, Forsythe &           General Counsel        Thelen Reid & Priest LLP
Wooldridge, L.L.P.          TXU Europe Limited         40 West 57th Street  
  1601 Bryan Street              The Adelphi            New York, New York 10019
Dallas, Texas 72501        1-11 John Adam Street                              
London, England WC2N 6HT

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INFORMATION REQUIRED IN REGISTRATION STATEMENT

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

        The class of securities to be registered hereby are the 9 3/4% Trust
Originated Preferred Securities(SM) (Securities) of TXU Europe Capital I, a     
Delaware business trust (Trust), including the guarantee thereof by TXU Europe  
Limited, a private limited company incorporated under the laws of England and   
Wales (Company), to the extent set forth in the form of the Preferred Trust     
Securities Guarantee between the Company and The Bank of New York, as Trust     
Guarantee Trustee (Guarantee). The Securities represent undivided beneficial    
interests in the assets of the Trust. For a description of the Securities and   
the Guarantee, reference is made to the Registration Statement on Form S-1 of   
the Company, the Trust, TXU Eastern Funding Company and TXU Europe Funding I,   
L.P. (Registration Nos. 333-93509, 333-93509-01, 333-93509-02, and 333-93509-03)
filed with the Securities and Exchange Commission (Commission) on December 23,  
1999 and amended on February 11, 2000 (Registration Statement), the form of     
prospectus included in the Registration Statement and the preliminary prospectus
dated February 11, 2000 filed with the Commission pursuant to Rule 424(b) under 
the Securities Act of 1933, as amended (Securities Act), which description is   
incorporated by reference into this Registration Statement on Form 8-A. A final 
prospectus describing the Securities and the Guarantee will be filed pursuant to
Rule 424(b) under the Securities Act and shall be deemed to be incorporated by  
reference into this Registration Statement on Form 8-A.                         

Item 2.  Exhibits.                                                              
--------                                                      

Exhibit          Description                                
-------          -----------                                

         1.               Trust Agreement of TXU Europe Capital I, dated as of
                         November 22, 1999 (incorporated herein by reference
                     to Exhibit 3(e) of the Registration Statement).

        2.               Certificate of Trust of TXU Europe Capital I, dated
                         November 22, 1999 (incorporated herein by reference
                     to Exhibit 3(f) of the Registration Statement).

         3.               Partnership Agreement of TXU Europe Funding I, L.P.,
                           dated as of November 22, 1999 (incorporated herein by
                   reference to Exhibit 3(g) of the Registration
Statement).               

     4.               Certificate of Limited Partnership of TXU Europe
              Funding I, L.P., dated November 22, 1999
                          (incorporated herein by reference to Exhibit 3(h) of
  the Registration Statement).

        5.               Form of Amended and Restated Trust Agreement of TXU
                           Europe Capital I (incorporated herein by reference to
                  Exhibit 4(a) of the Registration Statement).

          6.               Form of Amended and Restated Partnership Agreement of
                        TXU Europe Funding I, L.P. (incorporated herein by
                   reference to Exhibit 4(b) of the Registration
Statement).               

 7.               Form of Preferred Trust Securities Guarantee
                       (incorporated herein by reference to Exhibit 4(c)
     of the Registration Statement).

       8.               Form of Preferred Partnership Securities Guarantee
                       (incorporated herein by reference to Exhibit 4(d)
     of the Registration Statement).

          9.               Form of Subordinated Indenture of TXU Eastern Funding
                  Company (incorporated herein by reference to
                  Exhibit 4(e) of the Registration Statement).

         10.              Form of officer's certificate establishing the terms
                         of the TXU Eastern Funding Company debentures, with
                           the form of debentures attached thereto (incorporated
                herein by reference to Exhibit 4(f) of the
Registration Statement).  

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   11.              Form of Subordinated Indenture of subsidiaries
                          (incorporated herein by reference to Exhibit 4(g) of
  the Registration Statement).

      12.              Form of Deposit Agreement (incorporated herein by
                   reference to Exhibit 4(h) of the Registration
Statement).               

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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 Form 8-A to be signed on its   
behalf by the undersigned, thereto duly authorized.                             

Dated:  February 25, 2000               TXU EUROPE CAPITAL I                    

                            By: /s/ Robert J. Reger, Jr.
                                         -----------------------------------
                          Robert J. Reger, Jr.
                               Authorized Representative

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12B’ Filing		Date		First		Last			Other Filings
Filed on:		2/25/00		5
		2/11/00		3					S-1/A
		12/23/99		3					S-1
		11/22/99		3					10-Q
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