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].
Type of the security or securities ("draft," "promissory note").
First Mortgage Bonds, 5.95% Series A due May 1, 2027 (the
"Bonds")
Issue, renewal or guaranty (indicate nature of transaction by
_____). Issue
Principal amount of each security. $13,690,000
Rate of interest per annum of each security. 5.95%
Date of issue, renewal or guaranty of each security. May 22, 1997
If renewal of security, give date of original issue.
Date of maturity of each security. (In the case of demand notes,
indicate "on demand.") May 1, 2027
Name of the person to whom each security was issued, renewed or
guaranteed. $13,690,000 aggregate principal amount of the Bonds
were delivered to United States Trust Company of New York, as
trustee, to evidence the Company's obligation to repay a loan
from the Indiana County Industrial Development Authority (the
"Authority") which loan was made from the proceeds of the
sale of a like principal amount of the Authority's 5.95%
Pollution Control Revenue Bonds, 1997 Series A (Metropolitan
Edison Company Project).<PAGE>
Collateral given with each security, if any. The Bonds were
issued pursuant to the Indenture, dated November 1, 1944, as
amended and supplemented, between the Company and United States
Trust Company of New York, and are thus secured by a direct first
lien on substantially all of the Company's properties.
Consideration received for each security. $13,690,000
Application of proceeds of each security. (Item 11 added by
amendment in Release No. 7346, issued April 10, 1947 and
effective May 1, 1947.) To provide moneys to pay at maturity a
like principal amount of the Authority's Promissory Revenue Notes
(Metropolitan Edison Company Project).
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
the provisions contained in the first sentence of Section 6(b),
the provisions contained in the fourth sentence of Section
6(b),
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.)
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.
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.
____________________
** 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.<PAGE>
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: May 30, 1997 By: \s\ T.G. Howson
T.G. Howson
Vice President & Treasurer<PAGE>
