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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



                   ********************



                     THE ARA GROUP, INC.
   (Exact name of registrant as specified in its charter)



       Delaware                             23-2319139
(State of Incorporation)      (I.R.S. Employer Identification No.)



                        The ARA Tower
                     1101 Market Street
                  Philadelphia, PA  19107
         (Address of principal executive offices)


Securities to be registered pursuant to Section 12(b) of the Act:  N/A

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

Adjustable Rate Callable Non-Transferable Series C Preferred Stock

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

          The description of the Adjustable Rate Callable Non-Transferable
          Series C Preferred Stock is set forth in Part 4B of the Registrant's
          Restated Certificate of Incorporation and is incorporated herein by
          reference to Exhibit 2.



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

     1.   Specimen of security to be registered (filed separately under
          Form  S-E).

     2.   The Registrant's Restated Certificate of Incorporation.



                _______________________________________________



     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.





Date:  February 22, 1994                        THE ARA GROUP, INC.





                                        By:   /s/ MARTIN W. SPECTOR
                                            ---------------------------
                                              Martin W. Spector
                                              Executive Vice President


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