JERSEY CENTRAL POWER & LIGHT CO
10-Q, 1994-08-10
ELECTRIC SERVICES
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            UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q


 (Mark One)

  X       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

 For the quarterly period ended        June 30, 1994

                                       OR

 ___      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

 For the transition period from _______________ to _______________

                        Commission file number   1-3141

                       Jersey Central Power & Light Company
               (Exact name of registrant as specified in its charter)

              New Jersey                               21-0485010
  (State or other jurisdiction of                (I.R.S. Employer)
     incorporation or organization)               Identification No.)

             300 Madison Avenue
          Morristown, New Jersey                      07962-1911
 (Address of principal executive offices)            (Zip Code)

                                  (201) 455-8200
               (Registrant's telephone number, including area code)

                                       N/A
 (Former name, former address and former fiscal year, if changed since last
  report.)

          Indicate by check mark whether the registrant (1) has filed all
 reports required to be filed by Section 13 or 15(d) of the Securities Exchange
 Act of 1934 during the preceding 12 months (or for such shorter period that
 the registrant was required to file such reports), and (2) has been subject to
 such filing requirements for the past 90 days.  Yes  X   No

          The number of shares outstanding of each of the issuer's classes of
 common stock, as of July 31, 1994, was as follows:

          Common stock, par value $10 per share:  15,371,270 shares
 outstanding.
<PAGE>






                      Jersey Central Power & Light Company
                          Quarterly Report on Form 10-Q
                                  June 30, 1994



                                Table of Contents



                                                                     Page

 PART I - Financial Information

     Financial Statements:
           Balance Sheets                                               3
           Statements of Income                                         5
           Statements of Cash Flows                                     6

     Notes to Financial Statements                                      7
     Management's Discussion and Analysis of
       Financial Condition and Results of
       Operations                                                      19


 PART II - Other Information                                           25


 Signatures                                                            26


                        _________________________________







     The financial statements (not examined by independent accountants)
     reflect all adjustments (which consist of only normal recurring
     accruals) which are, in the opinion of management, necessary for a
     fair statement of the results for the interim periods presented,
     subject to the ultimate resolution of the various matters as
     discussed in Note 1 to the Financial Statements.







                                      - 2 -
<PAGE>
<TABLE>


                                 JERSEY CENTRAL POWER & LIGHT COMPANY

                                            Balance Sheets


<CAPTION>
                                                                      In Thousands
                                                                   June 30,  December 31,
                                                                    1994        1993
                                                                 (Unaudited)
            <S>                                                  <C>          <C>
            ASSETS
            Utility Plant:
              In service, at original cost                       $4 006 196   $3 938 700
              Less, accumulated depreciation                      1 450 714    1 380 540
                 Net utility plant in service                     2 555 482    2 558 160
              Construction work in progress                         117 838      102 178
              Other, net                                            128 982      116 751
                 Net utility plant                                2 802 302    2 777 089




            Current Assets:
              Cash and temporary cash investments                     2 981       17 301
              Special deposits                                        7 384        7 124
              Accounts receivable:
                Customers, net                                      134 860      133 407
                Other                                                12 192       31 912
              Unbilled revenues                                      68 298       57 943
              Materials and supplies, at average cost or less:
                Construction and maintenance                        104 115      102 659
                Fuel                                                 19 332       11 886
              Deferred income taxes                                   6 606       28 650
              Prepayments                                           196 614       58 057
                 Total current assets                               552 382      448 939



            Deferred Debits and Other Assets:
              Three Mile Island Unit 2 deferred costs               141 153      146 284
              Unamortized property losses                           106 697      109 478
              Deferred income taxes                                 129 314      110 794
              Income taxes recoverable through
                future rates                                        123 431      121 509
              Decommissioning funds                                 158 248      139 279
              Special deposits                                       83 150       82 103
              Other                                                 338 025      333 680
                 Total deferred debits and other assets           1 080 018    1 043 127

                 Total Assets                                    $4 434 702   $4 269 155



<FN>
            The accompanying notes are an integral part of the financial statements.
</FN>


                                                  -3-
<PAGE>



                                 JERSEY CENTRAL POWER & LIGHT COMPANY

                                            Balance Sheets


<CAPTION>
                                                                        In Thousands
                                                                   June 30,   December 31,
                                                                    1994          1993
                                                                 (Unaudited)
            <S>                                                  <C>          <C>
            LIABILITIES AND CAPITAL
            Capitalization:
              Common stock                                       $  153 713   $  153 713
              Capital surplus                                       435 715      435 715
              Retained earnings                                     705 068      724 194
                 Total common stockholder's equity                1 294 496    1 313 622
              Cumulative preferred stock:
                With mandatory redemption                           150 000      150 000
                Without mandatory redemption                         37 741       37 741
              Long-term debt                                      1 215 779    1 215 674

                 Total capitalization                             2 698 016    2 717 037

            Current Liabilities:
              Debt due within one year                               60 008       60 008
              Notes payable                                         155 387
              Obligations under capital leases                      102 276       89 631
              Accounts payable:
                Affiliates                                           37 384       34 538
                Other                                               109 702       95 509
              Taxes accrued                                          79 342      119 337
              Deferred energy credits                                12 733       23 633
              Interest accrued                                       35 944       33 804
              Other                                                  58 518       50 950
                 Total current liabilities                          651 294      507 410




            Deferred Credits and Other Liabilities:
              Deferred income taxes                                 574 982      569 966
              Unamortized investment tax credits                     75 605       79 902
              Three Mile Island Unit 2 future costs                  84 828       79 967
              Other                                                 349 977      314 873
                 Total deferred credits and other liabilities     1 085 392    1 044 708

            Commitments and Contingencies (Note 1)



                 Total Liabilities and Capital                   $4 434 702   $4 269 155



<FN>
            The accompanying notes are an integral part of the financial statements.
</FN>

                                                  -4-
<PAGE>



                                   JERSEY CENTRAL POWER & LIGHT COMPANY

                                           Statements of Income
                                               (Unaudited)

<CAPTION>
                                                                In Thousands
                                                     Three Months          Six Months
                                                    Ended June 30,       Ended June 30,
                                                    1994      1993       1994       1993
            <S>                                   <C>      <C>         <C>        <C>
            Operating Revenues                    $458 897 $463 354    $945 807   $911 988

            Operating Expenses:
               Fuel                                 24 322   18 784      54 647     40 173
               Power purchased and interchanged:
                 Affiliates                          2 292    6 096       5 126     10 415
                 Others                            134 849  133 199     279 563    283 816
               Deferral of energy and capacity
                 costs, net                           (266)  18 766      (9 043)    25 089
               Other operation and maintenance     167 850  116 016     285 986    219 311
               Depreciation and amortization        46 402   47 226      94 161     91 776
               Taxes, other than income taxes       54 064   53 939     113 208    108 956
                  Total operating expenses         429 513  394 026     823 648    779 536

            Operating Income Before Income Taxes    29 384   69 328     122 159    132 452
               Income taxes                            114   12 275      21 368     23 988
            Operating Income                        29 270   57 053     100 791    108 464

            Other Income and Deductions:
               Allowance for other funds used
                 during construction                    52      508         109      1 246
               Other income, net                     4 163    3 282      19 597      7 778
               Income taxes                         (1 670)   (1 180)    (7 207)    (2 969)
                  Total other income
                   and deductions                    2 545    2 610      12 499      6 055

            Income Before Interest Charges          31 815   59 663     113 290    114 519

            Interest Charges:
               Interest on long-term debt           23 687   27 075      47 402     51 009
               Other interest                        3 558    1 606       8 871      2 524
               Allowance for borrowed funds used
                 during construction                  (605)    (569)     (1 255)    (1 395)
                  Total interest charges            26 640   28 112      55 018     52 138

            Net Income                               5 175   31 551      58 272     62 381
               Preferred stock dividends             3 699    4 706       7 398      9 412
            Earnings Available for Common Stock   $  1 476 $ 26 845    $ 50 874   $ 52 969


<FN>
            The accompanying notes are an integral part of the financial statements.
</FN>


                                                  - 5 -
<PAGE>

                                 JERSEY CENTRAL POWER & LIGHT COMPANY

                                       Statements of Cash Flows
                                              (Unaudited)
<CAPTION>
                                                                          In Thousands
                                                                           Six Months
                                                                         Ended June 30,
                                                                         1994      1993
            <S>                                                       <C>        <C>
            Operating Activities:
              Income before preferred dividends                       $ 58 272   $ 62 381
              Adjustments to reconcile income to cash provided:
                Depreciation and amortization                          103 898     98 170
                Amortization of property under capital leases           16 510     17 243
                Voluntary enhanced retirement program                   46 862          -
                Nuclear outage maintenance costs, net                   10 683     (6 484)
                Deferred income taxes and investment tax
                  credits, net                                           4 088     17 578
                Deferred energy and capacity costs, net                 (8 931)    25 235
                Accretion income                                        (6 772)    (7 252)
                Allowance for other funds used during construction        (109)    (1 246)
              Changes in working capital:
                Receivables                                              7 924    (44 158)
                Materials and supplies                                  (8 903)       571
                Special deposits and prepayments                      (138 816)   (20 785)
                Payables and accrued liabilities                       (41 543)  (208 036)
              Other, net                                               (13 736)   (17 801)
                   Net cash provided (required) by operating
                      activities                                        29 427    (84 584)

            Investing Activities:
              Cash construction expenditures                           (92 425)   (95 721)
              Contributions to decommissioning trust                    (8 205)    (9 041)
              Other, net                                                (5 964)    (8 644)
                   Net cash used for investing activities             (106 594)  (113 406)

            Financing Activities:
              Issuance of long-term debt                                     -    401 036
              Increase in notes payable, net                           155 400     95 300
              Retirement of long term debt                                   -   (246 703)
              Capital lease principal payments                         (15 155)   (10 172)
              Dividends paid on common stock                           (70 000)   (30 000)
              Dividends paid on preferred stock                         (7 398)    (9 412)
                   Net cash provided by financing activities            62 847    200 049

            Net (decrease) increase in cash and temporary
               cash investments from above activities                  (14 320)     2 059
            Cash and temporary cash investments,
              beginning of year                                         17 301        140
            Cash and temporary cash investments, end of period        $  2 981   $  2 199

            Supplemental Disclosure:
              Interest paid (net of amount capitalized)               $ 52 889   $ 62 940
              Income taxes paid                                       $  9 417   $ 22 550
              New capital lease obligations incurred                  $ 27 808   $  9 465


<FN>
            The accompanying notes are an integral part of the financial statements.
</FN>
</TABLE>

                                                  -6-
<PAGE>






                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


     Jersey Central Power & Light Company (the Company), which was
 incorporated under the laws of New Jersey in 1925, is a wholly owned
 subsidiary of General Public Utilities Corporation (GPU), a holding company
 registered under the Public Utility Holding Company Act of 1935.  The Company
 is affiliated with Metropolitan Edison Company (Met-Ed) and Pennsylvania
 Electric Company (Penelec).  The Company, Met-Ed and Penelec are referred to
 herein as the "Company and its affiliates."  The Company is also associated
 with GPU Service Corporation (GPUSC), a service company; GPU Nuclear
 Corporation (GPUN), which operates and maintains the nuclear units of the
 Company and its affiliates; and Energy Initiatives, Inc. (EI).  In April 1994,
 General Portfolios Corporation (GPC) merged into its then subsidiary EI.  EI
 develops, owns and operates nonutility generating facilities.  All of the
 Company's affiliates are wholly owned subsidiaries of GPU.  The Company and
 its affiliates, GPUSC, GPUN and EI are referred to as the "GPU System."

     These notes should be read in conjunction with the notes to financial
 statements included in the 1993 Annual Report on Form 10-K.  The year-end
 condensed balance sheet data contained in the attached financial statements
 were derived from audited financial statements.  For disclosures required by
 generally accepted accounting principles, see the 1993 Annual Report on Form
 10-K.

 1.  COMMITMENTS AND CONTINGENCIES

                               NUCLEAR FACILITIES

     The Company has made investments in three major nuclear projects -- Three
 Mile Island Unit 1 (TMI-1) and Oyster Creek, both of which are operational
 generating facilities, and Three Mile Island Unit 2 (TMI-2), which was damaged
 during a 1979 accident.  At June 30, 1994, the Company's net investment in
 TMI-1 and Oyster Creek, including nuclear fuel, was $167 million and
 $796 million, respectively.  TMI-1 and TMI-2 are jointly owned by the Company,
 Met-Ed and Penelec in the percentages of 25%, 50% and 25%, respectively.
 Oyster Creek is owned by the Company.

     Costs associated with the operation, maintenance and retirement of
 nuclear plants continue to be significant and less predictable than costs
 associated with other sources of generation, in large part due to changing
 regulatory requirements, safety standards and experience gained in the
 construction and operation of nuclear facilities.  The Company and its
 affiliates may also incur costs and experience reduced output at their nuclear
 plants because of the prevailing design criteria at the time of construction
 and the age of the plants' systems and equipment.  In addition, for economic
 or other reasons, operation of these plants for the full term of their now
 assumed lives cannot be assured.  Also, not all risks associated with the
 ownership or operation of nuclear facilities may be adequately insured or
 insurable.  Consequently, the ability of electric utilities to obtain adequate
 and timely recovery of costs associated with nuclear projects, including


                                      - 7 -
<PAGE>






 1.  COMMITMENTS AND CONTINGENCIES (continued)


 replacement power, any unamortized investment at the end of each plant's
 useful life (whether scheduled or premature), the carrying costs of that
 investment and retirement costs, is not assured.  Management intends, in
 general, to seek recovery of any such costs described above through the
 ratemaking process, but recognizes that recovery is not assured.

 TMI-2:

     The 1979 TMI-2 accident resulted in significant damage to, and
 contamination of, the plant and a release of radioactivity to the environment.
 The cleanup program was completed in 1990.  After receiving Nuclear Regulatory
 Commission (NRC) approval, TMI-2 entered into long-term monitored storage in
 December 1993.

     As a result of the accident and its aftermath, approximately 2,100
 individual claims for alleged personal injury (including claims for punitive
 damages), which are material in amount, have been asserted against GPU, the
 Company and its affiliates and the suppliers of equipment and services to
 TMI-2, and are pending in the United States District Court for the Middle
 District of Pennsylvania.  Some of such claims also seek recovery on the basis
 of alleged emissions of radioactivity before, during and after the accident.

     If, notwithstanding the developments noted below, punitive damages are
 not covered by insurance and are not subject to the liability limitations of
 the Price-Anderson Act ($560 million at the time of the accident), punitive
 damage awards could have a material adverse effect on the financial position
 of the Company.

     At the time of the TMI-2 accident, as provided for in the Price-Anderson
 Act, the Company and its affiliates had (a) primary financial protection in
 the form of insurance policies with groups of insurance companies providing an
 aggregate of $140 million of primary coverage, (b) secondary financial
 protection in the form of private liability insurance under an industry
 retrospective rating plan providing for premium charges deferred in whole or
 in major part under such plan, and (c) an indemnity agreement with the NRC,
 bringing their total primary and secondary insurance financial protection and
 indemnity agreement with the NRC up to an aggregate of $560 million.

     The insurers of TMI-2 had been providing a defense against all TMI-2
 accident related claims against GPU, the Company and its affiliates and their
 suppliers under a reservation of rights with respect to any award of punitive
 damages.  However, the defendants in the TMI-2 litigation and the insurers
 agreed, on March 30, 1994, that the insurers would withdraw their reservation
 of rights.





                                      - 8 -
<PAGE>






 1.  COMMITMENTS AND CONTINGENCIES (continued)



     In June 1993, the Court agreed to permit pre-trial discovery on the
 punitive damage claims to proceed.  A trial of twelve allegedly representative
 cases is now scheduled to begin in April 1995.  In February 1994, the Court
 held that the plaintiffs' claims for punitive damages are not barred by the
 Price-Anderson Act to the extent that the funds to pay punitive damages do not
 come out of the U.S. Treasury.  The Court also denied in February 1994, the
 defendants' motion seeking a dismissal of all cases on the grounds that the
 defendants complied with applicable federal safety standards regarding
 permissible radiation releases from TMI-2 and that, as a matter of law, the
 defendants therefore did not breach any duty that they may have owed to the
 individual plaintiffs.  The Court stated that a dispute about what radiation
 and emissions were released cannot be resolved on a motion for summary
 judgment.  On July 13, 1994, however, the Court granted defendant's motion for
 interlocutory appeal of its February 1994 Order, stating that the punitive
 damage claims and the duty owed by the defendants raise questions of law that
 contain substantial grounds for differences of opinion.

     In an Order issued in April 1994, the Court:  (1) noted that the
 plaintiffs have agreed to seek punitive damages only against GPU and the
 Company and its affiliates; and (2) stated in part that the Court is of the
 opinion that any punitive damages owed must be paid out of and limited to the
 amount of primary and secondary insurance under the Price-Anderson Act and,
 accordingly, evidence of the defendants' net worth is not relevant in the
 pending proceeding.


                         NUCLEAR PLANT RETIREMENT COSTS

     Retirement costs for nuclear plants include decommissioning the
 radiological portions of the plants and the cost of removal of nonradiological
 structures and materials.  The disposal of spent nuclear fuel is covered
 separately by contracts with the U.S. Department of Energy.

     In 1990, the Company and its affiliates submitted a report, in compliance
 with NRC regulations, setting forth a funding plan (employing the external
 sinking fund method) for the decommissioning of their nuclear reactors.  Under
 this plan, the Company and its affiliates intend to complete the funding for
 Oyster Creek and TMI-1 by the end of the plants' license terms, 2009 and 2014,
 respectively.  The TMI-2 funding completion date is 2014, consistent with
 TMI-2 remaining in long-term storage and being decommissioned at the same time
 as TMI-1.  Under the NRC regulations, the funding target (in 1994 dollars) for







                                      - 9 -
<PAGE>






 1.  COMMITMENTS AND CONTINGENCIES (continued)


 TMI-1 is $157 million, of which the Company's share is $39 million, and for
 Oyster Creek is $189 million.  Based on NRC studies, a comparable funding
 target for TMI-2 (in 1994 dollars), which takes into account the accident, is
 $250 million, of which the Company's share is $63 million.  The NRC continues
 to study the levels of these funding targets.  Management cannot predict the
 effect that the results of this review will have on the funding targets.  NRC
 regulations and a regulatory guide provide mechanisms, including exemptions,
 to adjust the funding targets over their collection periods to reflect
 increases or decreases due to inflation and changes in technology and
 regulatory requirements.  The funding targets, while not actual cost
 estimates, are reference levels designed to assure that licensees demonstrate
 adequate financial responsibility for decommissioning.  While the regulations
 address activities related to the removal of the radiological portions of the
 plants, they do not establish residual radioactivity limits nor do they
 address costs related to the removal of nonradiological structures and
 materials.

     In 1988, a consultant to GPUN performed site-specific studies of TMI-1
 and Oyster Creek that considered various decommissioning plans and estimated
 the cost of decommissioning the radiological portions of each plant to range
 from approximately $225 to $309 million, of which the Company's share is $56
 to $77 million, and $239 to $350 million, respectively (adjusted to 1994
 dollars).  In addition, the studies estimated the cost of removal of
 nonradiological structures and materials for TMI-1 and Oyster Creek at
 $74 million, of which the Company's share is $19 million, and $48 million,
 respectively (adjusted to 1994 dollars).

     The ultimate cost of retiring the Company and its affiliates' nuclear
 facilities may be materially different from the funding targets and the cost
 estimates contained in the site-specific studies and cannot now be more
 reasonably estimated than the level of the NRC funding target because such
 costs are subject to (a) the type of decommissioning plan selected, (b) the
 escalation of various cost elements (including, but not limited to, general
 inflation), (c) the further development of regulatory requirements governing
 decommissioning, (d) the absence to date of significant experience in
 decommissioning such facilities and (e) the technology available at the time
 of decommissioning.  The Company charges to expense and contributes to
 external trusts amounts collected from customers for nuclear plant
 decommissioning and nonradiological costs.  In addition, in 1990 the Company
 contributed to an external trust an amount not recoverable from customers for
 nuclear plant decommissioning.








                                     - 10 -
<PAGE>






 1.  COMMITMENTS AND CONTINGENCIES (continued)


 TMI-1 AND OYSTER CREEK:

     The Company is collecting revenues for decommissioning, which are
 expected to result in the accumulation of its share of the NRC funding target
 for each plant.  The Company is also collecting revenues, based on estimates,
 for the cost of removal of nonradiological structures and materials at each
 plant based on its share ($3.83 million) of an estimated $15.3 million for
 TMI-1 and $31.6 million for Oyster Creek.  Collections from customers for
 retirement expenditures are deposited in external trusts and are classified as
 Decommissioning Funds on the balance sheet, which includes the interest earned
 on these funds.  Provision for the future expenditures of these funds has been
 made in accumulated depreciation, amounting to $16 million for TMI-1 and
 $93 million for Oyster Creek at June 30, 1994.  Oyster Creek and TMI-1
 retirement costs are accrued and charged to depreciation expense over the
 expected service life of each nuclear plant.

     Management believes that any TMI-1 and Oyster Creek retirement costs, in
 excess of those currently recognized for ratemaking purposes, should be
 recoverable through the ratemaking process.


 TMI-2:

     The Company and its affiliates have recorded a liability, amounting to
 $250 million, of which the Company's share is approximately $63 million as of
 June 30, 1994, for the radiological decommissioning of TMI-2, reflecting the
 NRC funding target.  The Company and its affiliates record escalations, when
 applicable, in the liability based upon changes in the NRC funding target.
 The Company and its affiliates have also recorded a liability in the amount of
 $20 million, of which the Company's share is $5 million, for incremental costs
 specifically attributable to monitored storage.  Such costs are expected to be
 incurred between 1994 and 2014, when decommissioning is forecast to begin.  In
 addition, the Company and its affiliates had recorded a liability in the
 amount of $71 million, of which the Company's share was approximately
 $17.5 million, for nonradiological cost of removal.  Expenditures for such
 costs through June 1994 have reduced the liability to $69 million, of which
 the Company's share is approximately $17.3 million.  The Company's share of
 the above amounts for retirement costs and monitored storage are reflected as
 Three Mile Island Unit 2 future costs on the balance sheet.  The Company has
 also expensed and made a nonrecoverable contribution of $15 million to an
 external decommissioning trust.  Earnings on trust fund deposits are offset
 against amounts shown on the balance sheet under Three Mile Island Unit 2
 deferred costs as collectible from customers.

     The New Jersey Board of Public Utilities (NJBPU), formerly the New Jersey
 Board of Regulatory Commissioners, has granted the Company decommissioning
 revenues for the remainder of the NRC funding target and allowances for the
 cost of removal of nonradiological structures and materials.  The Company
 intends to seek recovery for any increases in TMI-2 retirement costs, but
 recognizes that recovery cannot be assured.


                                     - 11 -
<PAGE>






 1.  COMMITMENTS AND CONTINGENCIES (continued)




     As a result of TMI-2's entering long-term monitored storage, in late
 1993, the Company and its affiliates began incurring incremental annual
 storage costs of approximately $1 million, of which the Company's share is
 $.25 million.  The Company and its affiliates estimate that incremental
 monitored storage costs will total $20 million, of which the Company's share
 is $5 million, through 2014, the expected retirement date of TMI-1.  The
 Company's share of these costs has been recognized in rates by the NJBPU.

                                    INSURANCE

     The GPU System has insurance (subject to retentions and deductibles) for
 its operations and facilities including coverage for property damage,
 liability to employees and third parties, and loss of use and occupancy
 (primarily incremental replacement power costs).  There is no assurance that
 the GPU System will maintain all existing insurance coverages.  Losses or
 liabilities that are not completely insured, unless allowed to be recovered
 through ratemaking, could have a material adverse effect on the financial
 position of the Company.

     The decontamination liability, premature decommissioning and property
 damage insurance coverage for the TMI station (TMI-1 and TMI-2 are considered
 one site for insurance purposes) and for Oyster Creek totals $2.7 billion per
 site.  In accordance with NRC regulations, these insurance policies generally
 require that proceeds first be used to stabilize the reactors and then to pay
 for decontamination and debris removal expenses.  Any remaining amounts
 available under the policies may then be used for repair and restoration costs
 and decommissioning costs.  Consequently, there can be no assurance that, in
 the event of a nuclear incident, property damage insurance proceeds would be
 available for the repair and restoration of that station.

     The Price-Anderson Act limits the GPU System's liability to third parties
 for a nuclear incident at one of its sites to approximately $9.1 billion.
 Coverage for the first $200 million of such liability is provided by private
 insurance.  The remaining coverage, or secondary protection, is provided by
 retrospective premiums payable by all nuclear reactor owners.  Under secondary
 protection, a nuclear incident at any licensed nuclear power reactor in the
 country, including those owned by the GPU System, could result in assessments
 of up to $79 million per incident for each of the GPU System's two operating
 reactors, subject to an annual maximum payment of $10 million per incident per
 reactor.  In July 1994, GPUN received an exemption from the NRC to eliminate
 the secondary protection requirements for TMI-2.






                                     - 12 -
<PAGE>






 1.  COMMITMENTS AND CONTINGENCIES (continued)



     The Company and its affiliates have insurance coverage for incremental
 replacement power costs resulting from an accident-related outage at their
 nuclear plants.  Coverage commences after the first 21 weeks of the outage and
 continues for three years at decreasing levels beginning at $1.8 million for
 Oyster Creek and $2.6 million for TMI-1, per week.

     Under their insurance policies applicable to nuclear operations and
 facilities, the Company and its affiliates are subject to retrospective
 premium assessments of up to $51 million in any one year, of which the
 Company's share is $31 million, in addition to those payable under the
 Price-Anderson Act.

                              ENVIRONMENTAL MATTERS

     As a result of existing and proposed legislation and regulations, and
 ongoing legal proceedings dealing with environmental matters, including, but
 not limited to, acid rain, water quality, air quality, global warming,
 electromagnetic fields, and storage and disposal of hazardous and/or toxic
 wastes, the Company may be required to incur substantial additional costs to
 construct new equipment, modify or replace existing and proposed equipment,
 remediate or clean up waste disposal and other sites currently or formerly
 used by it, including formerly owned manufactured gas plants, and with regard
 to electromagnetic fields, postpone or cancel the installation of, or replace
 or modify, utility plant, the costs of which could be material.  Management
 intends to seek recovery through the ratemaking process for any additional
 costs, but recognizes that recovery cannot be assured.

     To comply with the federal Clean Air Act Amendments (Clean Air Act) of
 1990, the Company expects to expend up to $58 million for air pollution
 control equipment by the year 2000.  The Company reduced the estimate from
 $145 million to $58 million primarily due to the postponement of a scrubber
 installation at the Keystone generating station until after 2000.  In
 developing its least-cost plan to comply with the Clean Air Act, the Company
 will continue to evaluate major capital investments compared to participation
 in the emission allowance market and the use of low-sulfur fuel or retirement
 of facilities.  Management believes that costs associated with the capital
 invested in this equipment and the increased operating costs of the Company's
 affected station should be recoverable through the ratemaking process.

     The Company has been notified by the Environmental Protection Agency
 (EPA) and a state environmental authority that it is among the potentially
 responsible parties (PRPs) who may be jointly and severally liable to pay for
 the costs associated with the investigation and remediation at six hazardous
 and/or toxic waste sites.  In addition, the Company has been requested to
 supply information to the EPA and state environmental authorities on several
 other sites for which it has not yet been named as a PRP.  The ultimate cost


                                     - 13 -


<PAGE>






 1.  COMMITMENTS AND CONTINGENCIES (continued)




 of remediation will depend upon changing circumstances as site investigations
 continue, including (a) the existing technology required for site cleanup,
 (b) the remedial action plan chosen and (c) the extent of site contamination
 and the portion attributed to the Company.

     The Company has entered into agreements with the New Jersey Department of
 Environmental Protection, formerly the New Jersey Department of Environmental
 Protection and Energy, for the investigation and remediation of 17 formerly
 owned manufactured gas plant sites.  One of these sites has been repurchased
 by the Company.  The Company has also entered into various cost sharing
 agreements with other utilities for some of the sites. At June 30, 1994, the
 Company has an estimated environmental liability of $35 million recorded on
 its balance sheet relating to these sites.  The estimated liability is based
 upon ongoing site investigations and remediation efforts, including capping
 the sites and pumping and treatment of ground water.  If the periods over
 which the remediation is currently expected to be performed are lengthened,
 the Company believes that it is reasonably possible that the ultimate costs
 may range as high as $60 million.  Estimates of these costs are subject to
 significant uncertainties as the Company does not presently own or control
 most of these sites; the environmental standards have changed in the past and
 are subject to future change; the accepted technologies are subject to further
 development; and the related costs for these technologies are uncertain.  If
 the Company is required to utilize different remediation methods, the costs
 could be materially in excess of $60 million.

     In 1993, the NJBPU approved a mechanism similar to the Company's
 Levelized Energy Adjustment Clause (LEAC) for the recovery of future
 manufactured gas plant remediation costs when expenditures exceed prior
 collections.  The NJBPU decision provides for interest to be credited to
 customers until the overrecovery is eliminated and for future costs to be
 amortized over seven years with interest.  At June 30, 1994, the Company has
 collected from customers $4.0 million in excess of expenditures of
 $13.9 million.  The Company is awaiting a final NJBPU order.  The Company is
 pursuing reimbursement of the above costs from its insurance carriers, and
 will seek to recover costs to the extent not covered by insurance through this
 mechanism.

     The Company is unable to estimate the extent of possible remediation and
 associated costs of additional environmental matters.  Also unknown are the
 consequences of environmental issues, which could cause the postponement or
 cancellation of either the installation or replacement of utility plant.
 Management believes the costs described above should be recoverable through
 the ratemaking process.




                                     - 14 -
<PAGE>






 1.  COMMITMENTS AND CONTINGENCIES (continued)



                       OTHER COMMITMENTS AND CONTINGENCIES

     During the second quarter, GPU announced it was offering voluntary
 enhanced retirement programs to certain employees.  The enhanced retirement
 programs are part of a corporate realignment announced in February 1994.  At
 that time, GPU said that its goal was to achieve $80 million in annual cost
 savings by the end of 1996.  Approximately 82% of eligible employees have
 accepted the retirement programs, resulting in a pre-tax charge to earnings of
 $127 million, of which the Company's share was $47 million.  These charges are
 included as Other operation and maintenance expense on the Income Statement.

     The NJBPU has instituted a generic proceeding to address the appropriate
 recovery of capacity costs associated with electric utility power purchases
 from nonutility generation projects.  The proceeding was initiated, in part,
 to respond to contentions of the Office of the Ratepayer Advocate (Ratepayer
 Advocate), that by permitting utilities to recover such costs through the
 LEAC, an excess or "double recovery" may result when combined with the
 recovery of the utilities' embedded capacity costs through their base rates.
 In 1993, the Company and the other New Jersey electric utilities filed motions
 for summary judgment with the NJBPU requesting that the NJBPU dismiss
 contentions being made by Ratepayer Advocate that adjustments for alleged
 "double recovery" in prior periods are warranted.  Ratepayer Advocate has
 filed a brief in opposition to the utilities' summary judgment motions
 including a statement from its consultant that in his view, the "double
 recovery" for the Company for the 1988-92 LEAC periods would be approximately
 $102 million.  In February 1994, the NJBPU ruled that the 1991 LEAC period was
 considered closed but subsequent LEAC periods remain open for further
 investigation.  It is anticipated that the proceeding will be transmitted to
 the Office of Administrative Law for further action.  Management estimates
 that the potential exposure for LEAC periods subsequent to 1991 is
 approximately $28 million through February 1995, the end of the current LEAC
 period.  Management is unable to estimate the outcome of this proceeding.

     As a result of the Energy Policy Act of 1992 and actions of regulatory
 commissions, the electric utility industry appears to be moving toward a
 combination of competition and a modified regulatory environment.  In
 accordance with Statement of Financial Accounting Standards No. 71,
 "Accounting for the Effects of Certain Types of Regulation" (FAS 71), the
 Company's financial statements reflect assets and costs based on current cost-
 based ratemaking regulations.  Continued accounting under FAS 71 requires that
 the following criteria be met:


                                     - 15 -
<PAGE>






 1.  COMMITMENTS AND CONTINGENCIES (continued)



     a)    A utility's rates for regulated services provided to its customers
           are established by, or are subject to approval by, an independent
           third-party regulator;
     b)    The regulated rates are designed to recover specific costs of
           providing the regulated services or products; and
     c)    In view of the demand for the regulated services and the level of
           competition, direct and indirect, it is reasonable to assume that
           rates set at levels that will recover a utility's costs can be
           charged to and collected from customers.  This criteria requires
           consideration of anticipated changes in levels of demand or
           competition during the recovery period for any capitalized costs.

     A utility's operations can cease to meet those criteria for various
 reasons, including deregulation, a change in the method of regulation, or a
 change in the competitive environment for the utility's regulated services.
 Regardless of the reason, a utility whose operations cease to meet those
 criteria should discontinue application of FAS 71 and report that
 discontinuation by eliminating from its balance sheet the effects of certain
 actions of regulators that had been recognized as assets and liabilities
 pursuant to FAS 71 but which would not have been recognized as assets and
 liabilities by enterprises in general.

     If a portion of the Company's operations continues to be regulated and
 meets the above criteria, FAS 71 accounting may only be applied to that
 portion.  Write-offs of utility plant and regulatory assets may result for
 those operations that no longer meet the requirements of FAS 71.  In addition,
 under deregulation, the uneconomical costs of certain contractual commitments
 for purchased power and/or fuel supplies may have to be expensed currently.
 Management believes that to the extent that the Company no longer qualifies
 for FAS 71 accounting treatment, a material adverse effect on its results of
 operations and financial position may result.

     The Company has entered into power purchase agreements with independently
 owned power production facilities (nonutility generators) for the purchase of
 energy and capacity for periods up to 25 years.  The majority of these
 agreements are subject to penalties for nonperformance and other contract
 limitations.  While a few of these facilities are dispatchable, most are must-
 run and generally obligate the Company to purchase all of the power produced
 up to the contract limits.  The agreements have been approved by the
 NJBPU and permit the Company to recover energy and demand costs from customers
 through its energy clause.  These agreements provide for the sale of
 approximately 1,197 MW of capacity and energy to the Company by the mid-to-
 late 1990s.  As of June 30, 1994, facilities covered by these agreements
 having 664 MW of capacity were in service, with another 215 MW scheduled to
 commence operation in 1994.  Payments pursuant to agreements with nonutility
 generators are estimated to aggregate $325 million for 1994.  The price of the
 energy and capacity to be purchased under these agreements is determined by
 the terms of the contracts.  The rates payable under a number of these



                                     - 16 -
<PAGE>






 2.  COMMITMENTS AND CONTINGENCIES  (continued)



 agreements are substantially in excess of current market prices.  While the
 Company has been granted full recovery of these costs from customers by the
 NJBPU, there can be no assurance that the Company will continue to be able to
 recover these costs throughout the terms of the related contracts.  The
 emerging competitive market has created additional uncertainty regarding the
 forecasting of the GPU System's energy supply needs which, in turn, has caused
 the Company and its affiliates to change their supply strategy to seek shorter
 term agreements offering more flexibility.  At the same time, the Company and
 its affiliates are attempting to renegotiate, and in some cases buy out, high
 cost long-term nonutility generation contracts where opportunities arise.  The
 extent to which the Company and its affiliates may be able to do so, however,
 or recover associated costs through rates, is uncertain.  Moreover, these
 efforts have led to disputes before the NJBPU, as well as to litigation, and
 may result in claims against the Company for substantial damages.  There can
 be no assurance as to the outcome of these matters.

     The Company's two operating nuclear units are subject to the NJBPU's
 annual nuclear performance standard.  Operation of these units at an aggregate
 annual generating capacity factor below 65% or above 75% would trigger a
 charge or credit based on replacement energy costs.  At current cost levels,
 the maximum annual effect on net income of the performance standard charge at
 a 40% capacity factor would be approximately $10 million.  While a capacity
 factor below 40% would generate no specific monetary charge, it would require
 the issue to be brought before the NJBPU for review.  The annual measurement
 period, which begins in March of each year, coincides with that used for the
 LEAC.

     During the normal course of the operation of its business, in addition to
 the matters described above, the Company is from time to time involved in
 disputes, claims and, in some cases, as a defendant in litigation in which
 compensatory and punitive damages are sought by customers, contractors,
 vendors and other suppliers of equipment and services and by both current and
 former employees alleging unlawful employment practices.  It is not expected
 that the outcome of these matters will have a material effect on the Company's
 financial position or results of operations.


 2.  INCOME TAXES

     In March 1994, as a result of a settlement of a federal income tax refund
 claim for 1986, the Company and its affiliates recorded net income tax refunds
 aggregating $17 million, of which the Company's share is $4 million, based on
 the retirement of TMI-2 for tax purposes.  The Company intends to refund the
 tax refund amounts to its customers by reducing the recovery period for its
 investment in TMI-2.  Income tax amounts refunded will have no effect on net
 income.





                                     - 17 -
<PAGE>






 2.  INCOME TAXES (continued)


     At the same time, the Company and its affiliates also recorded a total of
 $46 million of net interest income, of which the Company's share is
 $11.5 million, representing net interest receivable from the Internal Revenue
 Service associated with this refund settlement.













































                                     - 18 -
<PAGE>






                      Jersey Central Power & Light Company

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations


     The following is management's discussion of significant factors that
 affected the Company's interim financial condition and results of operations.
 This should be read in conjunction with Management's Discussion and Analysis
 of Financial Condition and Results of Operations included in the Company's
 1993 Annual Report on Form 10-K.

 RESULTS OF OPERATIONS

     Earnings available for common stock for the three months ended June 30,
 1994 were $1.5 million compared with $26.8 million for the three months ended
 June 30, 1993.  For the six months ended June 30, 1994, earnings available for
 common stock decreased to $50.9 million from $53.0 million for the comparable
 period in 1993.

     Earnings for the three months ended June 30, 1994 were negatively
 affected by a second quarter charge of $46.9 million ($30.3 million after
 taxes) for costs related to the voluntary enhanced retirement programs.  The
 same factor that affected the quarterly results also affected results for the
 six-month period.

     Earnings for the six months ended June 30, 1994 were positively affected
 by nonrecurring net interest income resulting from refunds of previously paid
 federal income taxes related to the tax retirement of Three Mile Island Unit 2
 (TMI-2), increased sales due primarily to the colder-than-normal winter
 weather as compared with last year's, increased revenues resulting from the
 continued positive effects of a February 1993 retail base rate increase, and a
 performance award of $7.8 million for the operation of the Company's nuclear
 generating stations.  Increased other operation and maintenance expense, which
 included emergency and winter storm repair costs, more than offset the
 increases detailed above, resulting in an earnings decrease in the six month
 period.

 OPERATING REVENUES:

     Total revenues of $458.9 million for the three months ended June 30, 1994
 were lower by 1.0% compared with the three months ended June 30, 1993.  Total
 revenues for the six months ended June 30, 1994 increased 3.7% to
 $945.8 million compared with the same period in 1993.  The components of the
 changes are as follows:

                                                     (In Millions)
                                             Three Months      Six Months
                                                 Ended           Ended
                                             June 30, 1994   June 30, 1994
 Kilowatt-hour (KWh) revenues
  (excluding energy portion)                     $ 5.2           $21.5
 Rate increase                                       -            20.8
 Energy revenues                                 (11.1)          (13.1)
 Other revenues                                    1.4             4.6
      (Decrease)/Increase in revenues            $(4.5)          $33.8
                                     - 19 -
<PAGE>






 Kilowatt-hour revenues

     KWh revenues increased in the three and six months ended June 30, 1994
 primarily due to increased sales resulting from seasonal weather effects,
 particularly the colder-than-normal winter as compared with last year, and an
 increase in new customers.  These increases were partially offset by decreased
 nonweather-related usage.

 Energy revenues

     Changes in energy revenues do not affect earnings as they reflect
 corresponding changes in the energy cost rates billed to customers and
 expensed.  Energy revenues decreased in each period as a result of a January
 1994 decrease in the energy cost rates in effect, decreased sales to other
 utilities and the loss of wholesale customers.  For the six month period,
 these decreases were partially offset by increased sales to ultimate
 customers.

 Other revenues

     Generally, changes in other revenues do not affect net income as they are
 offset by corresponding changes in expense, such as taxes other than income
 taxes.

 OPERATING EXPENSES:

 Power purchased and interchanged

     Generally, changes in the energy component of power purchased and
 interchanged expense do not significantly affect earnings as it is
 substantially recovered through the Company's energy clause.  However,
 earnings for the three and six months ended June 30, 1994 were favorably
 impacted by a reduction in reserve capacity expense primarily resulting from
 the replacement at lower rates of expiring utility purchase contracts.

 Other operation and maintenance

     The increase in other operation and maintenance expense for the three and
 six months ended June 30, 1994 is largely attributable to a $46.9 million
 charge for costs related to the voluntary enhanced retirement programs.  Other
 operation and maintenance expense also increased in the six-month period due
 to emergency and winter storm repairs.

       For more information concerning charges for the voluntary enhanced
 retirement programs and their effect on the GPU System, see Competition in the
 Liquidity and Capital Resources section below.

 Taxes, other than income taxes

     Generally, changes in taxes other than income taxes do not significantly
 affect earnings as they are substantially recovered in revenues.



                                     - 20 -
<PAGE>






 OTHER INCOME AND DEDUCTIONS:

 Other income, net

     The increase in the six-month period is principally due to nonrecurring
 interest income resulting from refunds of previously paid federal income taxes
 related to the tax retirement of TMI-2.

 INTEREST CHARGES:

     Interest on long-term debt decreased for both periods as a result of
 lower interest rates associated with the refinancing of higher cost debt.  For
 the three month period, interest on long-term debt also decreased as a result
 of a reduction in long-term debt outstanding.

     Other interest increased in the six-month period primarily due to the tax
 retirement of TMI-2, which resulted in an increase in interest expense on
 additional amounts owed for tax years in which depreciation deductions with
 respect to TMI-2 had been taken.


 LIQUIDITY AND CAPITAL RESOURCES

 CAPITAL NEEDS:

     The Company's capital needs were $92 million for cash construction
 expenditures in the six months ended June 30, 1994.  The GPU System's
 construction expenditures for the year were originally forecasted to be
 $663 million, of which the Company's share was $275 million, and for the
 1994/1995 period totaled $1.3 billion.  In conjunction with the GPU System's
 plans to enhance its competitive position, the 1994/1995 construction forecast
 had been reduced to $1.2 billion.  As a result of the adverse Pennsylvania
 rate treatment of TMI-2 retirement costs, the GPU System's goal is to further
 reduce its construction spending by $100 million, bringing the 1994/1995
 construction forecast to $1.1 billion.  The GPU System's latest construction
 forecast for 1994 reflects a reduced spending level of $586 million, of which
 the Company's share is $249 million.  In addition, the Company's affiliates,
 Met-Ed and Penelec, plan to begin making nonrecoverable funding contributions
 to external trusts in the second half of 1995 to fund their share of the TMI-2
 retirement costs.  Expenditures for maturing debt are expected to be
 $60 million for 1994.  Management estimates that approximately one-half of the
 1994 capital needs will be satisfied through internally generated funds.

 FINANCING:

     The Company has regulatory authority to issue and sell first mortgage
 bonds, which may be issued as secured medium-term notes, and preferred stock
 through June 1995.  Under existing authorization, the Company may issue senior
 securities in the amount of $275 million, of which $100 million may consist of
 preferred stock.  The Company currently has the ability to issue $258 million
 of first mortgage bonds on the basis of previously issued and retired bonds,
 and has interest and dividend coverage ratios currently well in excess of
 indenture and charter restrictions.  The Company also has regulatory authority
 to issue short-term debt, a portion of which may be commercial paper.


                                     - 21 -
<PAGE>






       The Company's ability to obtain external financing is reflected in its
 security ratings, which are periodically reviewed by the three major credit
 rating agencies.  In June 1994, Standard & Poor's (S&P) and Duff & Phelps
 (D&P) lowered the security ratings of the Company, citing relatively high
 customer rates and a perceived credit risk associated with large purchase
 power commitments.  As a result of these actions, S&P and D&P assigned the
 Company's first mortgage bonds a BBB+ rating, preferred stock a BBB rating,
 and commercial paper a Duff 2 rating.

       The S&P rating outlook, which is a financial benchmarking standard for
 rating the debt of electric utilities to reflect the changing risk profiles
 resulting primarily from the intensifying competitive pressures in the
 industry, was also revised for the Company.  The Company was revised to
 "stable" from "negative" since S&P thought the newly assigned BBB+ bond rating
 should be sustainable going forward without further decline anticipated in the
 near term.

       Following a review that was prompted by the Pennsylvania Court's order
 denying recovery of TMI-2 future costs, Moody's downgraded the Company's and
 its affiliates' credit ratings in August 1994 citing the Company's affiliates'
 weakened financial flexibility and constraints on GPU's plans to strengthen
 the Company's and its affiliates' financial profiles to meet competitive
 challenges.  Moody's now assigns the Company's first mortgage bonds an
 equivalent BBB+ rating, preferred stock an equivalent BBB rating and
 commercial paper a Prime 2 rating.  Though unaffected by the Court's order,
 the Company's credit ratings were reduced for similar System and industry
 reasons.  S&P determined that the Company's rating outlook will be unaffected
 by the Court order.  Although credit quality has been reduced, the Company's
 credit ratings remain above investment grade.

       In June 1994, Moody's announced that it developed a new method to
 calculate the minimum price an electric utility must charge its customers in
 order to recover all of its generation costs.  Moody's believes that an
 assessment of relative cost position will become increasingly critical to the
 credit analysis of electric utilities in a competitive marketplace.  However,
 specific rating actions are not anticipated until the pace and implications of
 utility market deregulation are more certain.

 GPU GENERATION CORPORATION:

       In March 1994, the Company and its affiliates filed applications seeking
 regulatory approval to enter into operating agreements with GPU Generation
 Corporation (GPUGC) pursuant to GPU's reorganization plan announced in
 February 1994.  If the applications are approved, GPUGC would undertake
 responsibility for the operation, maintenance and rehabilitation of all
 nonnuclear generation facilities owned and operated by the Company and its
 affiliates as well as the responsibility for the design, construction, start-
 up and tests of any new nonnuclear generation facilities that the Company and
 its affiliates may need in the future.  The Company's and its affiliates'
 applications are pending before the New Jersey Board of Public Utilities
 (NJBPU, formerly the New Jersey Board of Regulatory Commissioners), the
 Pennsylvania Public Utility Commission and the Securities and Exchange
 Commission (SEC).  One of Penelec's municipal wholesale customers has
 requested that the SEC hold an evidentiary hearing on the Company and its
 affiliates' application.

                                     - 22 -
<PAGE>






 COMPETITION:

       In April 1994, GPU announced that it offered voluntary enhanced
 retirement programs to certain bargaining and nonbargaining employees as part
 of a corporate realignment plan designed to reduce costs and enhance GPU's
 future competitive position in the changing electric utility industry.
 Results for the three months ended June 30, 1994 reflect the acceptance by
 approximately 1,350 employees, representing about 11% of the GPU System work
 force.  The future annual  payroll savings expected from the retirement
 program are estimated to be $59 million.  The early retirement costs will be
 paid from pension and postretirement benefit plan trusts.  Savings from the
 programs reflect limiting the replacement of employees to 10%, and are
 expected to begin in the third quarter of 1994.

       In May 1994, the NJBPU approved the Company's request to enter into
 individual contracts to provide electric service to large commercial and
 industrial customers.

       In June 1994, the Federal Energy Regulatory Commission (FERC) issued a
 Notice of Proposed Rulemaking regarding the recovery by utilities of
 legitimate and verifiable stranded costs.  Among other things, the FERC has
 proposed that utilities be allowed to recover such stranded costs associated
 with existing wholesale requirements contracts but not under new wholesale
 contracts unless expressly provided for in the contracts.  With respect to so-
 called retail stranded costs, while the FERC stated a "strong" policy
 preference that state regulatory agencies address recovery of these costs, the
 FERC also set forth alternative proposals for how it would address the matter
 if the states failed to do so.  Subsequent to the FERC's Notice of Proposed
 Rulemaking, however, the U.S. Court of Appeals for the District of Columbia in
 an unrelated case questioned the FERC's authority to permit utilities to
 recover stranded costs.  The Court directed that the FERC conduct an
 evidentiary hearing in the case to determine whether permitting stranded cost
 recovery was so inherently anticompetitive as to violate antitrust laws.

 MEETING ENERGY DEMANDS:

       In 1993, the NJBPU asked all electric utilities in the state to assess
 the economics of their purchase power contracts with nonutility generators to
 determine whether there are any candidates for potential buy-out or other
 remedial measures.  The Company identified a 100-megawatt (MW) project now
 under development that it believes is economically undesirable based on
 current cost projections.  In November 1993, the NJBPU directed the Company
 and the developer to attempt to negotiate contract repricing to a level more
 consistent with the Company's current avoided cost projections or a contract
 buy-out.  The Company and the developer were unable to reach an agreement, and
 pursuant to an NJBPU order, hearings on this matter are being held.  The
 developer has contested the NJBPU's authority in this matter in the federal
 courts.  In March 1994, the U.S. District Court granted the Company's motion
 to dismiss the developer's complaint, holding that the federal courts did not
 have jurisdiction.   The developer has appealed the decision to the U.S. Court
 of Appeals.



                                     - 23 -
<PAGE>






       In January 1994, the NJBPU issued an order granting two nonutility
 generators, having a total of 200 MW under contract with the Company, an
 extension in the in-service date for projects originally scheduled to be
 operational in 1997.  The Company appealed the NJBPU's decision to the
 Appellate Division of the New Jersey Superior Court in June 1994.  The NJBPU
 order extends the in-service date for one year plus the period until the
 Company's appeals are decided.

       In January 1994, the Company issued an all source solicitation for the
 short-term supply of energy and/or capacity to determine and evaluate the
 availability of competitively priced power supply options.  The Company is
 seeking proposals from utility and nonutility generation suppliers, for
 periods of one to eight years in length, that are capable of delivering
 electric power beginning in 1996.  This solicitation is expected to fulfill a
 significant part of the uncommitted sources identified in the Company's supply
 plan.  The Company received bids and is continuing the evaluation process,
 which is expected to be completed during the third quarter of 1994.

       The Company is contesting before the NJBPU the request of one nonutility
 generation developer to unilaterally extend the project's commercial operation
 date, and has opposed the request of another potential developer for a long-
 term contract to sell the Company 200 MW of energy annually.  In June 1994,
 the NJBPU denied the first developer's petition.  The NJBPU has transmitted
 the other developer's petition to the Administrative Law Office as a contested
 case for evidentiary hearings.

       The Company has contracts and anticipated commitments with nonutility
 generation suppliers under which a total of 664 MW of capacity is currently in
 service and an additional 533 MW are currently scheduled or anticipated to be
 in service by 1999.

























                                     - 24 -
<PAGE>






                                     PART II


 ITEM 1 -     LEGAL PROCEEDINGS

              Information concerning the current status of certain legal
              proceedings instituted against the Company and its affiliates as
              a result of the March 28, 1979 nuclear accident at Unit 2 of the
              Three Mile Island nuclear generating station discussed in Part I
              of this report in Notes to Financial Statements is incorporated
              herein by reference and made a part hereof.

 ITEM 4 -     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

              By Consent of the Sole Stockholder dated May 17, 1994, the
              following were elected directors of the Company for the ensuing
              year:

                        R. C. Arnold                    G. E. Persson
                        D. Baldassari                   P. H. Preis
                        J. G. Graham                    S. C. Van Ness
                        J. R. Leva                      S. B. Wiley
                        M. P. Morrell

 ITEM 5 -     OTHER EVENTS

              As previously reported, GPUN believes that the Company's Oyster
              Creek nuclear station will require additional on-site storage
              capacity, beginning in 1996, in order to maintain its full core
              reserve margin.  Loss of the full core reserve margin would mean
              that off-loading the entire core would not be possible to conduct
              certain maintenance or repairs, when necessary, in order to
              restore operation of the plant.  Lacey Township has issued a
              construction permit and construction of the estimated $16 million
              dry storage facility commenced during July 1994.  On May 19,
              1994, however, Berkeley Township and other parties appealed the
              use variance granted by the Lacey Township Zoning Board.  The
              appeal, which is pending in the New Jersey Supreme Court, is not
              expected to interrupt the construction schedule for the storage
              facility.

 ITEM 6 -     EXHIBITS AND REPORTS ON FORM 8-K

              (a)  Exhibits:

                   (12) Statements Showing Computation of Ratio of Earnings to
                        Fixed Charges and Ratio of Earnings to Combined Fixed
                        Charges and Preferred Stock Dividends.





                                     - 25 -
<PAGE>






                                   Signatures



 Pursuant to the requirements of the Securities Exchange Act of 1934, the
 registrant has duly caused this report to be signed on its behalf by the
 undersigned thereunto duly authorized.


                               JERSEY CENTRAL POWER & LIGHT COMPANY




 August 9, 1994                By:  /s/ D. Baldassari
                                    D. Baldassari, President




 August 9, 1994                By:  /s/ P. H. Preis
                                    P. H. Preis, Vice President and Comptroller
                                    (Principal Accounting Officer)





























                                     - 26 -
<PAGE>
<TABLE>

                                                                    Exhibit 12
                                                                    Page 1 of 2

                      JERSEY CENTRAL POWER & LIGHT COMPANY
      STATEMENTS SHOWING COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                 AND RATIO OF EARNINGS TO COMBINED FIXED CHARGES
       AND PREFERRED STOCK DIVIDENDS BASED ON SEC REGULATION S-K, ITEM 503
                                 (In Thousands)
                                    UNAUDITED
<CAPTION>
                                                Six Months Ended
                                        June 30, 1993     June 30, 1994
 <S>                                       <C>              <C>
 OPERATING REVENUES                        $911 988         $945 807

 OPERATING EXPENSES                         779 536          823 648
     Interest portion
     of rentals (A)                           5 265            5 502
       Net expense                          774 271          818 146

 OTHER INCOME:
     Allowance for funds
       used during
       construction                           2 641            1 364
     Other income, net                        7 778           19 597
       Total other income                    10 419           20 961

 EARNINGS AVAILABLE FOR FIXED
   CHARGES AND PREFERRED
   STOCK DIVIDENDS
   (excluding taxes
   based on income)                        $148 136         $148 622

 FIXED CHARGES:
     Interest on funded
       indebtedness                        $ 51 009         $ 47 402
     Other interest                           2 524            8 871
     Interest portion
       of rentals (A)                         5 265            5 502
        Total fixed charges                $ 58 798         $ 61 775

 RATIO OF EARNINGS TO
   FIXED CHARGES                               2.52             2.41

 Preferred stock dividend
   requirement                                9 412            7 398
 Ratio of income before
   provision for income
   taxes to net income (B)                    143.2%           149.0%
 Preferred stock dividend
   requirement on a pretax
   basis                                     13 478           11 023
 Fixed charges, as above                     58 798           61 775
        Total fixed charges
          and preferred
          stock dividends                  $ 72 276         $ 72 798

 RATIO OF EARNINGS TO
   COMBINED FIXED CHARGES
   AND PREFERRED STOCK DIVIDENDS               2.05             2.04
<PAGE>



                                                                 Exhibit 12
                                                                 Page 2 of 2




                      JERSEY CENTRAL POWER & LIGHT COMPANY
      STATEMENTS SHOWING COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                 AND RATIO OF EARNINGS TO COMBINED FIXED CHARGES
       AND PREFERRED STOCK DIVIDENDS BASED ON SEC REGULATION S-K, ITEM 503
                                 (In Thousands)
                                    UNAUDITED





<FN>
 NOTES:


 (A) The Company has included the equivalent of the interest portion of all
     rentals charged to income as fixed charges for this statement and has
     excluded such components from Operating Expenses.

 (B) Represents income before provision for income taxes of $86,847 and
     $89,338, for the six months ended June 30, 1994 and June 30, 1993,
     respectively, divided by net income of $58,272 and $62,381, respectively.
</FN>
</TABLE>
<PAGE>



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