METROPOLITAN EDISON CO
10-Q, 1995-11-09
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   September 30, 1995                         

                                       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   1-446  

                        Metropolitan Edison Company                          
          (Exact name of registrant as specified in its charter)

            Pennsylvania                                23-0870160           
   (State or other jurisdiction of                  (I.R.S. Employer)  
      incorporation or organization)               Identification No.)

              
              2800 Pottsville Pike 
              Reading, Pennsylvania                     19640-0001           
  (Address of principal executive offices)              (Zip Code)  

                                (610) 929-3601                               
              (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
 voting stock, as of October 31, 1995, was as follows:

       Common stock, no par value:  859,500 shares outstanding.
<PAGE>





                           Metropolitan Edison Company
                          Quarterly Report on Form 10-Q
                               September 30, 1995



                                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                                                 18


 PART II - Other Information                                        24


 Signatures                                                         25


                        _________________________________







       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 Consolidated Financial Statements.











                                       -2-
<PAGE>
<TABLE>


                            METROPOLITAN EDISON COMPANY AND SUBSIDIARY COMPANIES
                                        Consolidated Balance Sheets

<CAPTION>

                                                                       In Thousands          
                                                               September 30,     December 31,
                                                                   1995              1994    
                                                               (Unaudited)
         <S>                                                  <C>                <C>
         ASSETS
         Utility Plant:
           In service, at original cost                       $2 216 186         $2 137 996
           Less, accumulated depreciation                        756 363            700 746
             Net utility plant in service                      1 459 823          1 437 250
           Construction work in progress                          93 275            105 035
           Other, net                                             47 978             37 275
                 Net utility plant                             1 601 076          1 579 560

         Other Property and Investments:
           Nuclear decommissioning trusts                         84 500             65 100
           Other, net                                              9 860              9 567
                 Total other property and investments             94 360             74 667 
          
         Current Assets:
           Cash and temporary cash investments                     4 131              9 246
           Special deposits                                        1 256              1 896
           Accounts receivable:
             Customers, net                                       60 256             53 421
             Other                                                25 448             16 736
           Unbilled revenues                                      23 594             25 112
           Materials and supplies, at average cost or less:
             Construction and maintenance                         41 033             39 365
             Fuel                                                  7 141             16 843
           Deferred income taxes                                   9 829              4 720
           Prepayments                                            10 036              7 522
                 Total current assets                            182 724            174 861

         Deferred Debits and Other Assets:
           Regulatory assets:
             Three Mile Island Unit 2 deferred costs             117 974              5 534
             Income taxes recoverable through future rates       217 135            201 679
             Other                                                96 103             41 668
               Total regulatory assets                           431 212            248 881
           Deferred income taxes                                  92 085            149 892
           Other                                                  13 753              8 418
               Total deferred debits and other assets            537 050            407 191

               Total Assets                                   $2 415 210         $2 236 279





         The accompanying notes are an integral part of the consolidated financial statements.





                                                    -3-<PAGE>
</TABLE>
<TABLE>


                            METROPOLITAN EDISON COMPANY AND SUBSIDIARY COMPANIES
                                        Consolidated Balance Sheets

<CAPTION>

                                                                       In Thousands          
                                                               September 30,     December 31,
                                                                   1995              1994    
                                                               (Unaudited)
         <S>                                                  <C>                <C>         
         LIABILITIES AND CAPITAL
         Capitalization:
           Common stock                                       $   66 273         $   66 273
           Capital surplus                                       355 200            341 616
           Retained earnings                                     259 997            190 742
             Total common stockholder's equity                   681 470            598 631
           Cumulative preferred stock                             23 598             23 598
           Company-obligated mandatorily redeemable
             preferred securities                                100 000            100 000
           Long-term debt                                        603 267            529 783
                 Total capitalization                          1 408 335          1 252 012

         Current Liabilities:
           Securities due within one year                         15 019             40 517
           Notes payable                                           1 100                -  
           Obligations under capital leases                       45 656             33 810
           Accounts payable:                                   
             Affiliates                                           14 393             14 571
             Other                                                84 126             96 061
           Taxes accrued                                          16 322             40 435
           Deferred energy credits                                12 034              1 950
           Interest accrued                                       11 839             19 006
           Other                                                  45 170             21 636
                 Total current liabilities                       245 659            267 986


         Deferred Credits and Other Liabilities:
           Deferred income taxes                                 408 379            371 841
           Unamortized investment tax credits                     34 041             35 470
           Three Mile Island Unit 2 future costs                 173 432            170 593
           Nuclear fuel disposal fee                              26 989             25 836
           Regulatory liabilities                                 27 859             37 534
           Other                                                  90 516             75 007
                 Total deferred credits and other liabilities    761 216            716 281

         Commitments and Contingencies (Note 1)


                 Total Liabilities and Capital                $2 415 210         $2 236 279





         The accompanying notes are an integral part of the consolidated financial statements.





                                                    -4-<PAGE>
</TABLE>
<TABLE>


                          METROPOLITAN EDISON COMPANY AND SUBSIDIARY COMPANIES
                                    Consolidated Statements of Income
                                               (Unaudited)
<CAPTION>
                                                                    In Thousands                 
                                                      Three Months               Nine Months
                                                  Ended September 30,        Ended September 30, 
                                                    1995        1994          1995         1994  
      <S>                                        <C>          <C>           <C>          <C>
      Operating Revenues                         $241 664     $204 903      $637 755     $614 736

      Operating Expenses:
        Fuel                                       24 826       23 453        67 619       73 741 
        Power purchased and interchanged:
          Affiliates                                8 930        6 959        22 830       14 860 
          Others                                   43 732       37 656       125 209      121 811
        Deferral of energy costs, net               8 102         (866)        9 834      (12 304)
        Other operation and maintenance            63 313       55 486       171 154      202 240 
        Depreciation and amortization              30 536       21 003        74 967       64 566
        Taxes, other than income taxes             14 352       12 918        41 082       40 907 
            Total operating expenses              193 791      156 609       512 695      505 821 

      Operating Income Before Income Taxes         47 873       48 294       125 060      108 915
        Income taxes                               12 752       16 036        30 449       27 935 
      Operating Income                             35 121       32 258        94 611       80 980 

      Other Income and Deductions:
        Allowance for other funds used during
          construction                                297          214         1 156          580
        Other income/(expense), net               134 038          656       129 926      (98 219)
        Income taxes                              (56 950)        (191)      (55 321)      42 607
        Total other income and deductions          77 385          679        75 761      (55 032)
       
      Income Before Interest Charges and
        Dividends on Preferred Securities         112 506       32 937       170 372       25 948

      Interest Charges and Dividends on
       Preferred Securities:
        Interest on long-term debt                 11 841       11 048        34 375       32 459
        Other interest                              1 291          983         3 864       10 756
        Allowance for borrowed funds used during
          construction                               (267)        (497)       (1 009)      (1 363)
        Dividends on company-obligated mandatorily
          redeemable preferred securities           2 250          950         6 750          950
            Total interest charges and dividends
              on preferred securities              15 115       12 484        43 980       42 802

      Net Income/(Loss)                            97 391       20 453       126 392      (16 854)
        Preferred stock dividends                     236          908           708        2 724
      Earnings/(Loss) Available for Common Stock $ 97 155     $ 19 545      $125 684     $(19 578)




      The accompanying notes are an integral part of the consolidated financial statements.





                                                   -5-<PAGE>
</TABLE>
<TABLE>
                            METROPOLITAN EDISON COMPANY AND SUBSIDIARY COMPANIES
                                   Consolidated Statements of Cash Flows
                                                (Unaudited)
<CAPTION>
                                                                         In Thousands     
                                                                         Nine Months         
                                                                     Ended September 30,  
                                                                      1995          1994  
         <S>                                                       <C>           <C>            
         Operating Activities:
           Net income/(loss)                                       $126 392      $(16 854)
           Adjustments to reconcile income/(loss) to cash provided:
             Depreciation and amortization                           64 014        60 899
             Amortization of property under capital leases            9 950        10 900
             Three Mile Island Unit 2 costs                        (118 209)      127 640
             Voluntary enhanced retirement programs                     -          35 246
             Nuclear outage maintenance costs, net                   (3 003)        4 648
             Deferred income taxes and investment 
               tax credits, net                                      58 774       (54 699)
             Deferred energy costs, net                               9 834       (12 304)
             Accretion income                                           -          (1 003)
             Allowance for other funds used 
               during construction                                   (1 156)         (580)
           Changes in working capital:
             Receivables                                            (14 030)       15 166
             Materials and supplies                                   8 034         3 445
             Special deposits and prepayments                        (2 654)       (5 907)
             Payables and accrued liabilities                       (15 682)      (11 491)
           Other, net                                               (20 451)       (5 863)
               Net cash provided by operating activities            101 813       149 243

         Investing Activities:
           Cash construction expenditures                           (85 958)      (92 159)
           Contributions to decommissioning trusts                   (7 504)       (8 038)
           Other, net                                                    12            75
               Net cash used for investing activities               (93 450)     (100 122)

         Financing Activities:
           Issuance of long-term debt                                87 911        49 687
           Increase/(Decrease) in notes payable, net                  1 100       (81 600)
           Retirement of long-term debt                             (40 519)      (26 016)
           Capital lease principal payments                         (11 262)      (11 296)
           Issuance of company-obligated mandatorily
             redeemable preferred securities                            -          96 732
           Contributions from parent corporation                     10 000           -  
           Dividends paid on common stock                           (60 000)      (15 000)
           Dividends paid on preferred stock                           (708)       (2 724)
               Net cash provided/(required) by financing
                activities                                          (13 478)        9 783 

         Net increase/(decrease) in cash and temporary cash
           investments from above activities                         (5 115)       58 904
         Cash and temporary cash investments, beginning of year       9 246           938
         Cash and temporary cash investments, end of period        $  4 131      $ 59 842 

         Supplemental Disclosure:
           Interest paid                                           $ 50 393      $ 51 095
           Income taxes paid                                       $ 52 353      $ 14 905
           New capital lease obligations incurred                  $ 20 903      $  2 930

         The accompanying notes are an integral part of the consolidated financial statements.



                                                    -6-
</TABLE>
<PAGE>





 METROPOLITAN EDISON COMPANY AND SUBSIDIARY COMPANIES

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

      Metropolitan Edison Company (the Company), a Pennsylvania corporation
 incorporated in 1922, 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 owns all of the common stock of York
 Haven Power Company, the owner of a small hydroelectric generating station,
 and Met-Ed Preferred Capital, Inc., which is the general partner of Met-Ed
 Capital L.P., a special purpose finance subsidiary.  The Company's business is
 the generation, transmission, distribution and sale of electricity.  The
 Company is affiliated with Jersey Central Power & Light Company (JCP&L) and
 Pennsylvania Electric Company (Penelec).  The Company, JCP&L and Penelec are
 referred to herein as "the Company and its affiliates".  The Company is also
 affiliated 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 Power, Inc.
 and EI Energy, Inc. (collectively, EI), which develop, own and operate
 generation, transmission and distribution facilities in the United States and
 in foreign countries.  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 consolidated
 financial statements included in the 1994 Annual Report on Form 10-K.  The
 year-end condensed balance sheet data contained in the attached financial
 statements was derived from audited financial statements.  For disclosures
 required by generally accepted accounting principles, see the 1994 Annual
 Report on Form 10-K. 


 1.   COMMITMENTS AND CONTINGENCIES

                               NUCLEAR FACILITIES

      The Company has made investments in two major nuclear projects--Three
 Mile Island Unit 1 (TMI-1), which is an operational generating facility, and
 Three Mile Island Unit 2 (TMI-2), which was damaged during a 1979 accident. 
 TMI-1 and TMI-2 are jointly owned by the Company, JCP&L, and Penelec in the
 percentages of 50%, 25% and 25%, respectively.  At September 30, 1995 and
 December 31, 1994, the Company's net investment in TMI-1 and TMI-2, including
 nuclear fuel, was as follows:

                                Net Investment (Millions)
                                    TMI-1         TMI-2
           September 30, 1995       $322          $2*
           December 31, 1994        $311          $6*

      *    The Company has recovered substantially all of its investment in
           TMI-2.

      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

                                       -7-
<PAGE>





 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
 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 (see NUCLEAR PLANT RETIREMENT
 COSTS).  Management intends, in general, to seek recovery of such costs
 through the ratemaking process, but recognizes that recovery is not assured
 (see COMPETITION AND THE CHANGING REGULATORY ENVIRONMENT).

 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, and 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, individual claims for
 alleged personal injury (including claims for punitive damages), which are
 material in amount, have been asserted against GPU and the Company and its
 affiliates.  Approximately 2,100 of such claims are pending in the United
 States District Court for the Middle District of Pennsylvania.  Some of the
 claims also seek recovery for injuries from alleged emissions of radioactivity
 before and after the accident.

      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 up to an aggregate of $335 million in
 premium charges under such plan, and (c) an indemnity agreement with the NRC
 for up to $85 million, bringing their total primary, secondary and tertiary
 financial protection up to an aggregate of $560 million.  Under the secondary
 level, the Company and its affiliates are subject to a retrospective premium
 charge of up to $5 million per reactor, or a total of $15 million, of which
 the Company's share is $5 million. 

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

      In June 1993, the Court agreed to permit pre-trial discovery on the
 punitive damage claims to proceed.  A trial of ten allegedly representative
 cases is scheduled to begin in June 1996.  In February 1994, the Court held
 that the plaintiffs' claims for punitive damages are not barred by the

                                       -8-
<PAGE>





 Price-Anderson Act to the extent that the funds to pay punitive damages do not
 come out of the U.S. Treasury.  

      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.

      In October 1995, the U.S. Court of Appeals for the Third Circuit ruled
 that the Price-Anderson Act provides coverage under its primary and secondary
 levels for punitive as well as compensatory damages, but that punitive damages
 could not be recovered against the Federal Government.  In so doing, the Court
 of Appeals referred to the "finite fund" (the $560 million of financial
 protection under the Price-Anderson Act) to which plaintiffs must resort to
 get compensatory as well as punitive damages.

      The Court of Appeals also found that the standard of care owed by the
 defendants to a plaintiff was determined by the specific level of radiation
 which was released into the environment, as measured at the site boundary,
 rather than as measured at the specific site where the plaintiff was located
 at the time of the accident (as GPU and the Company and its affiliates
 proposed).  The Court of Appeals also held, however, that each plaintiff still
 must demonstrate exposure to radiation released during the TMI-2 accident and
 that such exposure had resulted in injuries.

      GPU and Company and its affiliates believe that any liability to which
 they might be subject by reason of the TMI-2 accident and these Court of
 Appeals decisions will not exceed the financial protection under the Price-
 Anderson Act. GPU and the Company and its affiliates have filed a petition
 with the Third Circuit Court seeking a rehearing and en banc reconsideration
 of its decision that punitive damages are recoverable under the Price-Anderson
 Act.


                         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 (DOE).  

      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 TMI-1 by 2014, the end of the plant's license term.  The TMI-2
 funding completion date is 2014, consistent with TMI-2's remaining in long-
 term storage and being decommissioned at the same time as TMI-1.  Under the
 NRC regulations, the funding target (in 1995 dollars) for TMI-1 is
 $157 million, of which the Company's share is $79 million.  Based on NRC
 studies, a comparable funding target for TMI-2 has been developed which takes
 the accident into account (see TMI-2 Future Costs).  The NRC continues to
 study the levels of these funding targets.  Management cannot predict the 

                                       -9-
<PAGE>





 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 considered 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 a site-specific study of TMI-1
 that considered various decommissioning plans and estimated the cost of
 decommissioning the radiological portions of the plant to range from
 approximately $225 million to $309 million, of which the Company's share would
 range from $113 million to $155 million (in 1995 dollars).  In addition, the
 study estimated the cost of removal of nonradiological structures and
 materials for TMI-1 at $74 million, of which the Company's share is $37
 million (in 1995 dollars).

      The ultimate cost of retiring the Company's and its affiliates' nuclear
 facilities may be materially different from the funding targets and the cost
 estimates contained in the site-specific studies.  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 and its affiliates charge to expense and contribute to external
 trusts amounts collected from customers for nuclear plant decommissioning and
 nonradiological costs.  In addition, the Company has contributed amounts
 written off for TMI-2 nuclear plant decommissioning in 1991 to TMI-2's
 external trust (see TMI-2 Future Costs).  Amounts deposited in external
 trusts, including the interest earned on these funds, are classified as
 Nuclear Decommissioning Trusts on the Balance Sheet.

      In August 1995, a consultant to GPUN commenced site specific studies of
 the TMI site, including both Units 1 and 2.  GPUN expects these studies to be
 completed in the fourth quarter of 1995.

      The Financial Accounting Standards Board (FASB) is reviewing the utility
 industry's accounting practices for nuclear plant retirement costs.  If the
 FASB's tentative conclusions are adopted, TMI-1 future retirement costs will
 have to be recognized as a liability currently, rather than recorded over the
 life of the plant (as is currently the practice), with an offsetting asset
 recorded for amounts collectible through rates.  Any amounts not collectible
 through rates will have to be charged to expense.  The FASB is expected to
 release an Exposure Draft on decommissioning accounting practices in the
 fourth quarter of 1995.

 TMI-1:

      The Pennsylvania Public Utility Commission (PaPUC) previously granted
 the Company revenues for decommissioning costs of TMI-1 based on its share of
 the NRC funding target and nonradiological cost of removal as estimated in the

                                      -10-
<PAGE>





 site-specific study.  Collections from customers for retirement expenditures
 are deposited in external trusts.  Provision for the future expenditure of
 these funds has been made in accumulated depreciation, amounting to
 $28 million at September 30, 1995.  TMI-1 retirement costs are charged to
 depreciation expense over its expected service life. 

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

 TMI-2 Future Costs:

      The Company and its affiliates have recorded a liability for the
 radiological decommissioning of TMI-2, reflecting the NRC funding target (in
 1995 dollars).  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 for incremental
 costs specifically attributable to monitored storage. In addition, the Company
 and its affiliates have recorded a liability for the nonradiological cost of
 removal consistent with the TMI-1 site-specific study and have spent $3
 million as of September 30, 1995, of which the Company's share is $1.5
 million.  Estimated TMI-2 Future Costs as of September 30, 1995 and December
 31, 1994 are as follows:

                                   September 30, 1995   December 31, 1994
                                       (Millions)           (Millions)        
 Radiological Decommissioning              $128                $125
 Nonradiological Cost of Removal             36                  36
 Incremental Monitored Storage                9                   9
      Total                                $173                $170

      The above amounts are reflected as Three Mile Island Unit 2 Future Costs
 on the Balance Sheet.  At September 30, 1995, $45 million was in trust funds
 for TMI-2 and included in Nuclear Decommissioning Trusts on the Balance Sheet,
 and $116 million was recoverable from customers and included in Three Mile
 Island Unit 2 Deferred Costs on the Balance Sheet.  Earnings on trust fund
 deposits collected from customers are included in amounts shown on the Balance
 Sheet under Three Mile Island Unit 2 Deferred Costs. 

      In 1993, a PaPUC rate order permitted the Company future recovery of
 certain TMI-2 retirement costs.  The Pennsylvania Office of Consumer Advocate
 appealed that order to the Commonwealth Court,  which reversed the PaPUC order
 in 1994.  Consequently, the Company recorded pre-tax charges totaling $127.6
 million during 1994.  These charges appear in the Other Income and Deductions
 section of the 1994 Consolidated Statement of Income and are composed of
 $82.6 million for radiological decommissioning costs, $35 million for the
 nonradiological cost of removal and $10 million for incremental monitored
 storage costs.  In September 1995, the Pennsylvania Supreme Court reversed the
 Commonwealth Court decision.  The Company has therefore reversed the previous
 write-off, resulting in pre-tax income of $127.6 million being credited to the
 Other Income and Deductions section of the 1995 Consolidated Statement of
 Income.  However, notwithstanding the Supreme Court's decision, the Company
 has determined that the recovery of the incremental monitored storage costs is
 no longer probable, and has recorded a pre-tax charge to operating income of
 $10 million in the third quarter of 1995.


                                      -11-
<PAGE>





      In 1991, the Company contributed $40 million to an external trust
 relating to its share of the accident-related portion of the decommissioning
 liability.  This contribution was not recovered from customers and has been
 expensed.   

      The Company intends to seek recovery for any increases in the non-
 accident related portion of TMI-2 retirement costs, but recognizes that
 recovery cannot be assured.

      As a result of TMI-2's entering long-term monitored storage in late
 1993, the Company and its affiliates are incurring incremental annual storage
 costs of approximately $1 million, of which the Company's share is $.5
 million.  The Company and its affiliates estimate that the remaining annual
 storage costs will total $19 million, of which the Company's share is $9
 million, through 2014, the expected retirement date of TMI-1.


                                    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 totals $2.7 billion.  In
 accordance with NRC regulations, these insurance policies generally require
 that proceeds first be used for stabilization of 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
 $8.9 billion.  Coverage for the first $200 million of such liability is
 provided by private insurance.  The remaining coverage, or secondary financial
 protection, is provided by retrospective premiums payable by all nuclear
 reactor owners.  Under secondary financial 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 addition to the
 retrospective premiums payable under Price-Anderson, the GPU System is also
 subject to retrospective premium assessments of up to $69 million, of which
 the Company's share is $19 million, in any one year under insurance policies
 applicable to nuclear operations and facilities.

      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

                                      -12-
<PAGE>





 continues for three years beginning at $2.6 million per week for TMI-1 for the
 first year, and decreasing to 80 percent of such amounts for years two and
 three.


               COMPETITION AND THE CHANGING REGULATORY ENVIRONMENT

 Nonutility Generation Agreements:

      Pursuant to the requirements of the federal Public Utility Regulatory
 Policies Act (PURPA) and state regulatory directives, the Company has entered
 into power purchase agreements with nonutility generators for the purchase of
 energy and capacity for periods up to 26 years. The majority of these
 agreements contain certain contract limitations and subject the nonutility
 generators to penalties for nonperformance.  While some of these facilities
 are dispatchable, most are must-run and generally obligate the Company to
 purchase, at the contract price, the net output up to the contract limits.  As
 of September 30, 1995, facilities covered by these agreements having 335 MW of
 capacity were in service.  Estimated payments to nonutility generators from
 1995 through 1999, assuming that all facilities which have existing
 agreements, or which have obtained orders granting them agreements, enter
 service, are $118 million, $151 million, $155 million, $243 million, and $311
 million, respectively.  These agreements, in the aggregate, will provide
 approximately 485 MW of capacity and energy to the Company, at varying prices.

       The emerging competitive generation market has created uncertainty
 regarding the forecasting of the GPU System's energy supply needs which has
 caused the Company and its affiliates to change their supply strategy to seek
 shorter-term agreements offering more flexibility.  Due to the current
 availability of excess capacity in the marketplace, the cost of near- to
 intermediate-term (i.e., one to eight years) energy supply from existing
 generation facilities is currently and expected to continue to be
 competitively priced at least for the near- to intermediate-term.  The
 projected cost of energy from new generation supply sources has also decreased
 due to improvements in power plant technologies and reduced forecasted fuel
 prices.  As a result of these developments, the rates under virtually all of
 the Company's and its affiliates' nonutility generation agreements are
 substantially in excess of current and projected prices from alternative
 sources.  

       The Company and its affiliates are seeking to reduce the above market
 costs of these nonutility generation agreements by (1) attempting to convert
 must-run agreements to dispatchable agreements; (2) attempting to renegotiate
 prices of the agreements; (3) offering contract buy-outs while seeking to
 recover the costs through their energy clauses (see Managing Nonutility
 Generation, in Management's Discussion and Analysis of Financial Condition and
 Results of Operations) and (4) initiating proceedings before federal and state
 administrative agencies, and in the courts, where appropriate. In addition,
 the Company and its affiliates intend to avoid, to the maximum extent
 practicable, entering into any new nonutility generation agreements that are
 not needed or not consistent with current market pricing and are supporting
 legislative efforts to repeal PURPA. These efforts may result in claims
 against the GPU System for substantial damages.  There can, however, be no
 assurance as to what extent the Company's and its affiliates' efforts will be
 successful in whole or in part.


                                      -13-
<PAGE>





       While the Company and its affiliates thus far have been granted recovery
 of their nonutility generation costs from customers by the PaPUC and New
 Jersey Board of Public Utilities (NJBPU), there can be no assurance that the
 Company and its affiliates will continue to be able to recover these costs
 throughout the term of the related agreements.  The GPU System currently
 estimates that in 1998, when substantially all of these nonutility generation
 projects are scheduled to be in service, above market payments (benchmarked
 against the expected cost of electricity produced by a new gas-fired combined
 cycle facility) will range from $240 million to $350 million annually, of
 which the Company's share will range from $50 million to $80 million annually. 

 Regulatory Assets and Liabilities:

       As a result of the Energy Policy Act of 1992 (Energy Act) and actions of
 regulatory commissions, the electric utility industry is moving toward a
 combination of competition and a modified regulatory environment.  In
 accordance with Statement of Financial Accounting Standards No. 71 (FAS 71),
 "Accounting for the Effects of Certain Types of Regulation", 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:

       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 any
 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.


                                      -14-
<PAGE>





       In accordance with the provisions of FAS 71, the Company has deferred
 certain costs pursuant to actions of the PaPUC and Federal Energy Regulatory
 Commission (FERC) and is recovering or expects to recover such costs in
 electric rates charged to customers.  Regulatory assets are reflected in the
 Deferred Debits and Other Assets section of the Consolidated Balance Sheet,
 and regulatory liabilities are reflected in the Deferred Credits and Other
 Liabilities section of the Consolidated Balance Sheet.  Regulatory assets and
 liabilities, as reflected in the September 30, 1995 Consolidated Balance
 Sheet, were as follows:

                                                        (In thousands)   
                                                     Assets   Liabilities
 Income taxes recoverable/refundable
   through future rates                            $ 217,135    $ 25,872
 TMI-2 deferred costs                                117,974        -
 Unamortized property losses                           2,622        -
 NUG contract termination costs                       51,499        -
 Other postretirement benefits                        24,595        -
 Unamortized loss on reacquired debt                   7,125        -
 DOE enrichment facility decommissioning              10,066        -
 Nuclear fuel disposal fee                            (1,006)       -
 Other                                                 1,202       1,987
      Total                                        $ 431,212    $ 27,859


 Income taxes recoverable/refundable through future rates: Represents amounts
 deferred due to the implementation of FAS 109, "Accounting for Income Taxes",
 in 1993. 

 TMI-2 deferred costs: Represents costs that are recoverable through rates for
 the Company's remaining investment in the plant and fuel core, radiological
 decommissioning in accordance with the NRC's funding target and allowances for
 the cost of removal of nonradiological structures and materials.  For
 additional information, see TMI-2 Future Costs.

 Unamortized property losses: The NRC has mandated that the design of nuclear
 reactors be documented.  As a result, the Company's share of the costs
 incurred in documenting TMI-1 plant design, in addition to costs incurred in a
 study used to assess the vulnerability of nuclear reactors to severe
 accidents, are recorded in this account.  The study costs are amortized over
 the life of the plant.  

 NUG contract termination costs: Represents one-time costs incurred for
 terminating power purchase contracts with nonutility generators (NUGs), for
 which rate recovery is probable (See Managing Nonutility Generation, in
 Management's Discussion and Analysis of Financial Condition and Results of
 Operations).

 Other postretirement benefits: Includes costs associated with the adoption of
 FAS 106, "Employers' Accounting for Postretirement Benefits Other Than
 Pensions", which are deferred in accordance with Emerging Issues Task Force
 Issue 92-12, "Accounting for OPEB Costs by Rate-Regulated Enterprises". 





                                      -15-
<PAGE>





 Unamortized loss on reacquired debt: Represents premiums and expenses incurred
 in the early redemption of long-term debt.  In accordance with FERC
 regulations, reacquired debt costs are amortized over the remaining original
 life of the retired debt.

 DOE enrichment facility decommissioning:  These costs, representing payments
 to the DOE over a 15-year period beginning in 1994, are currently being
 collected through the Company's energy adjustment clause. 

 Nuclear fuel disposal fee: Represents amounts recoverable through rates for
 estimated future disposal costs for spent nuclear fuel at TMI-1 in accordance
 with the Nuclear Waste Policy Act of 1982.

       Amounts related to the decommissioning of TMI-1, which are not included
 in Regulatory Assets on the Balance Sheet, are separately disclosed in NUCLEAR
 PLANT RETIREMENT COSTS.

       The Company continues to be subject to cost-based ratemaking regulation.
 The Company is unable to estimate to what extent FAS 71 may no longer be
 applicable to its utility assets in the future.


                              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, decommission or clean up waste disposal and other sites currently
 or formerly used by it, including formerly owned manufactured gas plants, mine
 refuse piles and generating facilities, 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.  

       To comply with the federal Clean Air Act Amendments (Clean Air Act) of
 1990, the Company expects to spend up to $145 million for air pollution
 control equipment by the year 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.  In 1994, the
 Ozone Transport Commission (OTC), consisting of representatives of 12
 northeast states (including Pennsylvania and New Jersey)  and the District of
 Columbia, proposed reductions in nitrogen oxide (NOx) emissions it believes
 necessary to meet ambient air quality standards for ozone and the statutory
 deadlines set by the Clean Air Act.  The Company expects that the U.S.
 Environmental Protection Agency (EPA) will approve state implementation plans
 consistent with the proposal, and that as a result, the Company will spend an
 estimated $10 million, beginning in 1997, to meet the reductions set by the
 OTC.  The OTC has stated that it anticipates that additional NOx reductions
 will be necessary to meet the Clean Air Act's 2005 National Ambient Air
 Quality Standards for ozone.  However, the specific requirements that will
 have to be met at that time have not been finalized.  The Company and its
 affiliates are unable to determine what additional costs, if any, will be
 incurred.

                                      -16-
<PAGE>





       The Company has been notified by the EPA and state environmental
 authorities 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 4 hazardous and/or toxic waste sites.  In
 addition, the Company has been requested to voluntarily participate in the
 remediation or 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 Company has also been named in lawsuits requesting damages for
 hazardous and/or toxic substances allegedly released into the environment. 
 The ultimate cost 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 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.


                       OTHER COMMITMENTS AND CONTINGENCIES

       The Company's construction programs, for which substantial commitments
 have been incurred and which extend over several years, contemplate
 expenditures of $113 million during 1995.  As a consequence of reliability,
 licensing, environmental and other requirements, additions to utility plant
 may be required relatively late in their expected service lives.  If such
 additions are made, current depreciation allowance methodology may not make
 adequate provision for the recovery of such investments during their remaining
 lives.  Management intends to seek recovery of such costs through the
 ratemaking process, but recognizes that recovery is not assured.

       The Company has entered into long-term contracts with nonaffiliated
 mining companies for the purchase of coal for certain generating stations in
 which it has ownership interests.  The contracts, which expire between 1995
 and the end of the expected service lives of the generating stations, require
 the purchase of either fixed or minimum amounts of the stations' coal
 requirements.  The price of the coal under the contracts is based on
 adjustments of indexed cost components.  The Company's share of the cost of
 coal purchased under these agreements is expected to aggregate $23 million for
 1995.

       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 the public, customers,
 contractors, vendors and other suppliers of equipment and services and by
 employees alleging unlawful employment practices.  While management does not
 expect that the outcome of these matters will have a material effect on the
 Company's financial position or results of operations, there can be no
 assurance that this will continue to be the case.






                                      -17-
<PAGE>





              Metropolitan Edison Company and Subsidiary Companies
           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
 1994 Annual Report on Form 10-K.

 RESULTS OF OPERATIONS

     Earnings for the third quarter of 1995 were $97.2 million, compared to
 $19.5 million for the same period ended 1994.  The increase in third quarter
 earnings was primarily due to the reversal of $72.8 million (after-tax) of
 certain future Three Mile Island Unit 2 (TMI-2) retirement costs written-off
 by the Company in the second quarter of 1994. The reversal of the TMI-2 write-
 off resulted from a Pennsylvania Supreme Court decision that overturned a 1994
 Pennsylvania Commonwealth Court order, and restored a March 1993 Pennsylvania
 Public Utility Commission (PaPUC) order that allowed the Company to recover
 certain future TMI-2 retirement costs from customers. In addition, there was a
 charge to income of $5.7 million (after-tax) for TMI-2 monitored storage costs
 which the Company believed would not be recoverable through ratemaking. Also
 contributing to the third quarter earnings increase were higher sales
 resulting from hotter summer temperatures compared to last year.

     For the nine months ended September 30, 1995, earnings were $125.7
 million, compared to a net loss of $19.6 million for the same period last
 year.  The same factors affecting the quarterly results also affected the
 results for the nine month period.  In addition, earnings for the nine months
 ended last year included several one-time items that resulted in a net
 earnings reduction of $79.9 million (after-tax).

     The 1994 one-time items included a write-off of $72.8 million of certain
 future TMI-2 retirement costs, $20.1 million for early retirement program
 costs; and net interest income of $13.0 million resulting from refunds of
 previously paid federal income taxes related to the tax retirement of TMI-2.
 Lower operation and maintenance (O&M) expense, which included payroll and
 benefit savings from the early retirement programs in 1994, as well as higher
 sales resulting from new customer growth, also contributed to the 1995
 increase. This increase was partially offset by lower sales in 1995 from
 warmer winter and cooler spring weather compared to last year.

 OPERATING REVENUES:

     Total revenues for the third quarter of 1995 increased 17.9% to
 $241.7 million, as compared to the third quarter of 1994.  For the nine months
 ended September 30, 1995, revenues increased 3.7% to $637.8 million, as
 compared to the same period last year.  The components of the changes are as
 follows:






                                      -18-
<PAGE>





                                                 (In Millions)             
                                       Three Months          Nine Months
                                          Ended                Ended
                                    September 30, 1995   September 30, 1995
    Kilowatt-hour (KWH) revenues
      (excluding energy portion)         $10.4                $(5.7)
    Energy revenues                       21.2                 29.5
    Other revenues                         5.2                 (0.8)
         Increase in revenues            $36.8                $23.0


 Kilowatt-hour revenues

     The increase in KWH revenues for the three month period was due primarily
 to higher sales from hotter summer temperatures in 1995. The decrease in KWH
 revenues for the nine month period was due to lower residential sales from
 milder winter and cooler spring weather in 1995.

 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 increased in both the three and nine month periods
 primarily from higher energy cost rates and increased sales to other
 utilities.

 Other revenues

     Generally, changes in other revenues do not affect earnings 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 since these cost
 increases are substantially recovered through the Company's energy clause. 
 However, lower reserve capacity expense for both the three and nine month
 periods contributed to earnings.

 Fuel and Deferral of energy costs, net

     Generally, changes in fuel expense and deferral of energy costs do not
 affect earnings as they are offset by corresponding changes in energy
 revenues.

 Other operation and maintenance  

     The increase in other O&M for the three month period was due primarily to
 a one-time $10.0 million (pre-tax) charge by the Company in 1995 for TMI-2
 monitored storage costs deemed not recoverable through ratemaking. The
 decrease in other O&M expense for the nine month period was primarily
 attributable to a one-time $35.2 million (pre-tax) charge in 1994 related to


                                      -19-
<PAGE>





 early retirement programs. Also contributing to the nine month O&M reduction
 were payroll and benefits savings from the early retirement programs.

 Depreciation and amortization

     The increase in depreciation and amortization expense for the three and
 nine month periods were due primarily to additions to plant in service, and
 adjustments for TMI-2 decommissioning.

 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.  

 OTHER INCOME AND DEDUCTIONS:

 Other income/(expense), net

     The increase in other income/(expense) for the three month period was
 attributable to the reversal of $127.6 million (pre-tax) of expense resulting
 from a Pennsylvania Supreme Court decision. The Pennsylvania Supreme Court
 decision overturned a 1994 Pennsylvania Commonwealth Court order, and restored
 a March 1993 PaPUC order that allowed the Company to recover certain future
 TMI-2 retirement costs from customers. In addition, $5.6 million (pre-tax) of
 expense was reversed for escalations recorded since June 1994 for radiological
 decommissioning, and nonradiological cost of removal.

     The same factors affecting the three month period also affected the nine
 month period. In addition, the nine month period increase included write-offs
 in 1994 of $127.6 million (pre-tax) for certain future TMI-2 retirement costs
 resulting from a Pennsylvania Commonwealth Court order. This increase was
 partially offset by lower interest income of $29.8 million (pre-tax) resulting
 from 1994 refunds of previously paid federal income taxes related to the tax
 retirement of TMI-2. The tax retirement of TMI-2 resulted in a refund for tax
 years after TMI-2 was retired.

 INTEREST CHARGES AND DIVIDENDS ON PREFERRED SECURITIES:

 Other interest

     Other interest expense for the nine month period decreased primarily from
 the recognition in the first quarter of 1994 of interest expense related to
 the tax retirement of TMI-2.  The tax retirement of TMI-2 resulted in a $7.0
 million (pre-tax) charge to interest expense on additional amounts owed for
 tax years in which depreciation deductions with respect to TMI-2 had been
 taken.

 Dividends on company-obligated mandatorily redeemable preferred securities

     In the third quarter of 1994, the Company issued $100 million of monthly
 income preferred securities through a special-purpose finance subsidiary. 
 Dividends on these securities are payable monthly.





                                      -20-
<PAGE>





 LIQUIDITY AND CAPITAL RESOURCES

 CAPITAL NEEDS:

     The Company's capital needs for the nine months ended September 30, 1995
 consisted of cash construction expenditures of $86 million.  Construction
 expenditures for the year are forecasted to be $113 million.  Expenditures for
 securities maturing in 1995 will total $41 million.  Management estimates that
 approximately one-half of the capital needs in 1995 will be satisfied through
 internally generated funds.

 FINANCING:

     GPU has regulatory authority to issue up to four million shares of
 additional common stock through 1996.  GPU expects to use the proceeds from
 any sale of additional common stock to reduce GPU short-term debt and make
 capital contributions to the Company and its affiliates, and EI.

     The Company has regulatory authority to issue and sell first mortgage
 bonds (FMBs), which may be issued as secured medium-term notes, and preferred
 stock through December 1997.  Under existing authorizations, the Company may
 issue such senior securities in the amount of $190 million, of which $100
 million may consist of preferred stock.  The Company, through its special-
 purpose finance subsidiary, has remaining regulatory authority to issue an
 additional $25 million of monthly income preferred securities through June
 1996.  The Company also has regulatory authority to incur short-term debt, a
 portion of which may be through the issuance of commercial paper.

     In the third quarter of 1995, the Company redeemed, at maturity, $12
 million principal amount of FMBs.  The Company also issued $28.5 million
 principal amount of FMBs as collateral for a like amount of pollution control
 revenue refunding bonds issued by the Northampton County Industrial
 Development Authority.  The proceeds from the sale of the Authority bonds were
 used to redeem at maturity a like amount of the Authority's pollution control
 bonds issued in 1985.

     The Company's bond indenture and articles of incorporation include
 provisions that limit the amount of long-term debt, preferred stock and short-
 term debt the Company may issue.  The Company's interest and preferred
 dividend coverage ratios are currently in excess of indenture and charter
 restrictions.


 COMPETITIVE ENVIRONMENT:

     In September 1995, the Federal Energy Regulatory Commission (FERC)
 accepted for filing, subject to possible refund, the Company's proposed open
 access transmission tariffs.  The tariffs were submitted to the FERC in March
 1995, prior to the FERC's issuance of the Notice of Proposed Rulemaking on
 open access non-discriminatory transmission services.  The FERC has ordered
 that hearings be held on a number of aspects of these tariffs, including
 whether they are consistent in certain respects with FERC policy on open
 access and comparability of service. The tariffs provide for both firm and
 interruptible service on a point-to-point basis.  Network service, where
 requested, will be negotiated on a case by case basis.


                                      -21-
<PAGE>





     In April 1994, the PaPUC initiated an investigation into the role of
 competition in Pennsylvania's electric utility industry and solicited comments
 on various issues.  The Company and its affiliate Pennsylvania Electric
 Company (Penelec) jointly filed responses in November 1994 suggesting, among
 other things, that the PaPUC provide for the equitable recovery of stranded
 investments, enable utilities to offer flexible pricing to customers with
 competitive alternatives, and address regulatory requirements that impose
 costs unequally on Pennsylvania utilities as compared with unregulated or out-
 of-state suppliers.  In August 1995, the PaPUC released a Staff report in
 which the Staff decided not to recommend retail wheeling at this time.  
 Evidentiary hearings on this matter are scheduled to begin in December 1995.


 THE SUPPLY PLAN:

 Managing Nonutility Generation

     The Company and its affiliates are seeking to reduce the above market
 costs of nonutility generation agreements, including (1) attempting to convert
 must-run agreements to dispatchable agreements; (2) attempting to renegotiate
 prices of the agreements; (3) offering contract buy-outs while seeking to
 recover the costs through their energy clauses and (4) initiating proceedings
 before federal and state administrative agencies, and in the courts, where
 appropriate.  In addition, the Company and its affiliates intend to avoid, to
 the maximum extent practicable, entering into any new nonutility generation
 agreements that are not needed or not consistent with current market pricing,
 and are supporting legislative efforts to repeal the Public Utility Regulatory
 Policies Act of 1978 (PURPA).  These efforts may result in claims against the
 Company and its affiliates for substantial damages.  There can, however, be no
 assurance as to what extent the Company's and its affiliates' efforts will be
 successful in whole or in part.  The following is a discussion of some major
 nonutility generation activities involving the Company.

     In May 1995, the Company filed a petition for enforcement and declaratory
 order with the FERC requesting that the FERC effectively invalidate two
 contracts with nonutility generators, aggregating 327 MW of capacity, on the
 grounds that the PaPUC's implementation of PURPA directing the Company to
 enter into these agreements was unlawful.  Specifically, the Company contended
 that the PaPUC's procedures imposing contract prices based on the costs of a
 "coal proxy" plant violated PURPA and the FERC's implementing regulations. In
 June 1995, the FERC denied the petition, and in September 1995, the FERC
 denied the Company's petition for rehearing.  The Company has not determined
 whether it will seek judicial review of the FERC's order.  Subsequent to the
 FERC's decision, the Company entered into cancellation agreements, as
 described below, with the developers of these two projects.

     In April 1995, the Company filed a petition with the PaPUC requesting
 that the PaPUC rescind its 1992 order directing the Company to enter into a
 long-term power purchase agreement with the developers of the proposed 100 MW
 Scranton facility. In August 1995, the developers agreed to cancel the project
 and terminate the power purchase agreement for up to a $30 million payment
 from the Company (but not less than $20 million). In September 1995, the
 Company filed with the PaPUC for recovery of the costs through energy cost
 rates (ECR).



                                      -22-
<PAGE>





     In 1992, the Company, as required by a PaPUC order, entered into a long-
 term power-purchase agreement with the developers of a proposed 227 MW York
 County coal-fired cogeneration plant. In September 1995, the Company and the
 developer agreed to cancel the proposed project and attempt to restructure the
 power-purchase agreement to allow for the development of a natural gas-fired
 facility.  Under the agreement, the Company will pay the developer up to $30
 million to terminate the coal-fired facility, and an additional $5 million if
 the agreement cannot be restructured.  When the amount to be paid is
 finalized, the Company will file a petition with the PaPUC for ECR recovery.

     In August 1995, the Company and its affiliates entered into a three-year
 fuel management agreement with New Jersey Natural Energy Corporation, an
 affiliate of New Jersey Natural Gas Company, to manage the Company's and its
 affiliates' natural gas purchases and interstate pipeline capacity.  It is
 intended that the Company's and its affiliates' gas-fired facilities, as well
 as up to approximately 1,100 MW of nonutility generation capacity, will be
 pooled and managed under this agreement, allowing the Company and its
 affiliates to reduce power purchase expenses.

     The Company has contracts and anticipated commitments with nonutility
 generation suppliers under which a total of 335 MW of capacity are currently
 in service and an additional 150 MW are currently scheduled or anticipated to
 be in service by 1999.


































                                      -23-
<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 Consolidated Financial Statements is
             incorporated herein by reference and made a part hereof.

 ITEM 6 -    EXHIBITS AND REPORTS ON FORM 8-K

             (a) Exhibits
                 (27)  Financial Data Schedule

             (b) Reports on Form 8-K:
                 For the month of October 1995, dated October 4, 1995, under
                 Item 5 (Other Events)

                 For the month of October 1995, dated October 20, 1995, under
                 Item 5 (Other Events), as amended by Form 8-K/A No. 1, dated
                 October 27, 1995


































                                      -24-
<PAGE>





                                   SIGNATURES


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






                                 METROPOLITAN EDISON COMPANY



  November 8, 1995               By:  /s/ F. D. Hafer               
                                     F. D. Hafer, President      





 November 8, 1995                By:  /s/ D. L. O'Brien             
                                     D. L. O'Brien, Comptroller
                                     (Principal Accounting Officer)































                                      -25-
<PAGE>


<TABLE>

                                                                              Exhibit 12

                             METROPOLITAN EDISON COMPANY AND SUBSIDIARY 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>
                                                                     Nine Months Ended       
                                                              September 30,     September 30,
                                                                  1995              1994     
            <S>                                                 <C>               <C>
            OPERATING REVENUES                                  $637 755          $614 736

            OPERATING EXPENSES (excluding
              taxes based on income)                             512 695           505 821
              Interest portion of rentals (A)                      4 059             3 861
                Net expense                                      508 636           501 960

            OTHER INCOME:
              Allowance for funds used 
                during construction                                2 165             1 943
              Other income/(deductions), net                     129 926           (98 219)    
                Total other income                               132 091           (96 276)  

            EARNINGS AVAILABLE FOR FIXED CHARGES                $261 210          $ 16 500 

            FIXED CHARGES:
              Interest on funded indebtedness                   $ 34 375          $ 32 459
              Other interest (B)                                  10 614            11 706 
              Interest portion of rentals (A)                      4 059             3 861
                Total fixed charges                             $ 49 048          $ 48 026

            RATIO OF EARNINGS TO FIXED CHARGES                      5.33               .34 

            Preferred stock dividend requirement                $    708          $  2 724
            Ratio of income before provision for
              income taxes to net income (C)                       167.9%            187.1% 
            Preferred stock dividend requirement 
              on a pre-tax basis                                   1 189             5 096
            Fixed Charges, as above                               49 048            48 026
                Total fixed charges and preferred
                stock dividends                                 $ 50 237          $ 53 122

            RATIO OF EARNINGS TO COMBINED FIXED
            CHARGES AND PREFERRED STOCK DIVIDENDS                   5.20               .31

             
                                          
            NOTES:
            (A)  The Company included the equivalent of the interest portion of all rentals
                 charged to income as fixed charges for this statement and excluded such
                 components from Operating Expenses.
            (B)  Includes dividends on company-obligated mandatorily redeemable preferred
                 securities of $6,750 for 1995.
            (C)  Represents income before provision of income taxes of $212,162 and $(31,526),
                 for the nine months ended September 30, 1995 and September 30, 1994,
                 respectively, divided by net income of $126,392 and $(16,854), respectively.
</TABLE>
<PAGE>


<TABLE> <S> <C>


          <ARTICLE> UT
          <CIK> 0000065350
          <NAME> METROPOLITAN EDISON COMPANY
          <MULTIPLIER> 1,000
          <CURRENCY> US DOLLARS
                 
          <S>                              <C>        
          <PERIOD-TYPE>                          9-MOS
          <FISCAL-YEAR-END>                DEC-31-1995
          <PERIOD-START>                   JAN-01-1995
          <PERIOD-END>                     SEP-30-1995
          <EXCHANGE-RATE>                            1
          <BOOK-VALUE>                        PER-BOOK
          <TOTAL-NET-UTILITY-PLANT>          1,601,076
          <OTHER-PROPERTY-AND-INVEST>           94,360
          <TOTAL-CURRENT-ASSETS>               182,724
          <TOTAL-DEFERRED-CHARGES>             537,050
          <OTHER-ASSETS>                             0
          <TOTAL-ASSETS>                     2,415,210
          <COMMON>                              66,273
          <CAPITAL-SURPLUS-PAID-IN>            355,200
          <RETAINED-EARNINGS>                  259,997
          <TOTAL-COMMON-STOCKHOLDERS-EQ>       681,470
                          100,000  <F1>
                                     23,598
          <LONG-TERM-DEBT-NET>                 603,267
          <SHORT-TERM-NOTES>                     1,100
          <LONG-TERM-NOTES-PAYABLE>                  0
          <COMMERCIAL-PAPER-OBLIGATIONS>             0
          <LONG-TERM-DEBT-CURRENT-PORT>         15,019
                            0
          <CAPITAL-LEASE-OBLIGATIONS>            1,281
          <LEASES-CURRENT>                      45,656
          <OTHER-ITEMS-CAPITAL-AND-LIAB>       943,819
          <TOT-CAPITALIZATION-AND-LIAB>      2,415,210
          <GROSS-OPERATING-REVENUE>            637,755
          <INCOME-TAX-EXPENSE>                  30,449
          <OTHER-OPERATING-EXPENSES>           512,695
          <TOTAL-OPERATING-EXPENSES>           543,144
          <OPERATING-INCOME-LOSS>               94,611
          <OTHER-INCOME-NET>                    75,761
          <INCOME-BEFORE-INTEREST-EXPEN>       170,372
          <TOTAL-INTEREST-EXPENSE>              43,980  <F2>
          <NET-INCOME>                         126,392
                        708
          <EARNINGS-AVAILABLE-FOR-COMM>        125,684
          <COMMON-STOCK-DIVIDENDS>              60,000  <F3>
          <TOTAL-INTEREST-ON-BONDS>             45,186
          <CASH-FLOW-OPERATIONS>               101,813
          <EPS-PRIMARY>                              0
          <EPS-DILUTED>                              0
          <FN>
          <F1> REPRESENTS COMPANY-OBLIGATED MANDATORILY REDEEMABLE PREFERRED
          <F1> SECURITIES.
          <F2> INCLUDES DIVIDENDS ON COMPANY-OBLIGATED MANDATORILY REDEEMABLE
          <F2> PREFERRED SECURITIES OF $6,750.
          <F3> REPRESENTS COMMON STOCK DIVIDENDS PAID TO PARENT CORPORATION.
          </FN>
                  <PAGE>

</TABLE>


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