SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM U-6B-2
Certificate of Notification
Filed by a registered holding company or subsidiary thereof
pursuant to Rule U-20-(d) [Reg. Section 250.20, paragraph 36,652]
or U-47 [Reg. Section 250.47, paragraph 36,620] adopted under the
Public Utility Holding Company Act of 1935
Certificate is filed by METROPOLITAN EDISON COMPANY (the
"Company")
This certificate is notice that the above named company has
issued, renewed or guaranteed the security or securities described
herein which issue, renewal or guaranty was exempted from the
provisions of Section 6(a) of the Act and was neither the subject
of a declaration or application on Form U-1 nor included within
the exemption provided by Rule U-48 [Reg. Section 250.48,
paragraph 36,621].
1. Type of the security or securities ("draft," "promissory
note"). First Mortgage Bonds, Secured Medium-Term Notes,
Series C (the "Notes")
2. Issue, renewal or guaranty (indicate nature of transaction by
_____). Issue
3. Principal amount of each security. $30,000,000
4. Rate of interest per annum of each security. 8.05%
5. Date of issue, renewal or guaranty of each security. March
1, 1995
6. If renewal of security, give date of original issue.
7. Date of maturity of each security. (In the case of demand
notes, indicate "on demand.") March 1, 2002
8. Name of the person to whom each security was issued, renewed
or guaranteed. $30,000,000 aggregate principal amount of
Notes was sold to purchasers pursuant to the terms of a
Distribution Agreement dated December 2, 1993 among the
Company, Morgan Stanley & Co. Incorporated and Merrill Lynch,
Pierce, Fenner & Smith Incorporated.
9. Collateral given with each security, if any. The Notes were
issued pursuant to the Indenture between the Company and IBJ
Schroder Bank and Trust Company, dated November 1, 1944, as
amended and supplemented, and are thus secured by a direct
first lien on substantially all of the Company's properties.
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10. Consideration received for each security. $30,000,000
11. Application of proceeds of each security. (Item 11 added by
amendment in Release No. 7346, issued April 10, 1947 and
effective May 1, 1947.) Repayment of outstanding short-term
debt
12. Indicate by a check after the applicable statement below
whether the issue, renewal or guaranty of each security was
exempt from the provisions of Section 6(a) because of
(a) the provisions contained in the first sentence of
Section 6(b),
(b) the provisions contained in the fourth sentence of
Section 6(b),
(c) the provisions contained in any rule of the Commission
other than Rule U-48 X
(If reporting for more than one security insert the
identifying symbol after applicable statement.)
13. If the security or securities were exempt from the provisions
of Section 6(a) by virtue of the first sentence of Section
6(b), give the figures which indicate that the security or
securities aggregate (together with all other then
outstanding notes and drafts of a maturity of nine months or
less, exclusive of days of grace, as to which such company is
primarily or secondarily liable) not more than 5 per centum
of the principal amount and par value** of the other
securities of such company then outstanding. (Demand notes,
regardless of how long they may have been outstanding, shall
be considered as maturing in not more than nine months for
purposes of the exemption from Section 6(a) of the Act
granted by the first sentence of Section 6(b). N.A.
14. If the security or securities are exempt from the provisions
of Section 6(a) because of the fourth sentence of Section
6(b), name the security outstanding on January 1, 1935,
pursuant to the terms of which the security or securities
herein described have been issued. N.A.
15. If the security or securities are exempt from the provisions
of Section 6(a) because of any rule of the Commission other
than Rule U-48 [Reg. Section 250.48, paragraph 36,621]
designate the rule under which exemption is claimed. Rule 52
METROPOLITAN EDISON COMPANY
Date: March 8, 1995 By:
T.G. Howson
Vice President & Treasurer
________________________________
** If a security had no principal amount or par value use the
fair market value as of date of issues of such security, and
indicate how determined.
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