PENNSYLVANIA ELECTRIC CO
10-Q, 1994-11-07
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, 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   1-3522

                       Pennsylvania Electric Company
            (Exact name of registrant as specified in its charter)

            Pennsylvania                                  25-0718085
    (State or other jurisdiction of                   (I.R.S. Employer)
     incorporation or organization)                   Identification No.)

             1001 Broad Street
          Johnstown, Pennsylvania                          15907
   (Address of principal executive offices)            (Zip Code)

                                 (814) 533-8111
               (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, 1994, was as follows:

       Common stock, par value $20 per share:  5,290,596 shares outstanding.<PAGE>





                          Pennsylvania Electric Company
                          Quarterly Report on Form 10-Q
                               September 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                                                  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>
                        PENNSYLVANIA ELECTRIC COMPANY AND SUBSIDIARY COMPANIES

                                      Consolidated Balance Sheets

<CAPTION>
                                                                         In Thousands
                                                                September 30,    December 31,
                                                                     1994            1993
                                                                 (Unaudited)
        <S>                                                      <C>              <C>
        ASSETS
        Utility Plant:
          In service, at original cost                           $2 511 870       $2 429 557
          Less, accumulated depreciation                            913 599          887 281
            Net utility plant in service                          1 598 271        1 542 276
          Construction work in progress                              85 493           81 420
          Other, net                                                 29 928           35 614
            Net utility plant                                     1 713 692        1 659 310

        Other Property and Investments:
          Nuclear decommissioning trusts                             29 995           24 657
          Other, net                                                  4 246            4 338
            Total other property and investments                     34 241           28 995

        Current Assets:
          Cash and temporary cash investments                         1 353            1 622
          Special deposits                                            2 467            2 622
          Accounts receivable:
            Customers, net                                           62 601           64 913
            Other                                                    17 722            9 824
          Unbilled revenues                                          22 992           28 942
          Materials and supplies, at average cost or less:
            Construction and maintenance                             47 095           46 994
            Fuel                                                     19 870           20 590
          Deferred energy costs                                      16 690           17 047
          Deferred income taxes                                       1 261              790
          Prepayments                                                 9 271            6 630
              Total current assets                                  201 322          199 974


        Deferred Debits and Other Assets:
          Three Mile Island Unit 2 deferred costs                    13 266           64 638
          Deferred income taxes                                     115 819           64 577
          Income taxes recoverable through future rates             237 072          234 026
          Other                                                      40 364           49 820
              Total deferred debits and other assets                406 521          413 061




              Total Assets                                       $2 355 776       $2 301 340




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




                                                  -3-<PAGE>
</TABLE>
<TABLE>
                        PENNSYLVANIA ELECTRIC COMPANY AND SUBSIDIARY COMPANIES

                                      Consolidated Balance Sheets

<CAPTION>
                                                                        In Thousands
                                                                September 30,   December 31,
                                                                     1994           1993
                                                                 (Unaudited)
        <S>                                                      <C>              <C>
        LIABILITIES AND CAPITAL
        Capitalization:
          Common stock                                           $  105 812       $  105 812
          Capital surplus                                           261 790          265 486
          Retained earnings                                         311 576          328 290
              Total common stockholder's equity                     679 178          699 588
          Cumulative preferred stock                                 36 777           61 842
          Preferred securities of subsidiary                        105 000                -
          Long-term debt                                            616 482          524 491
              Total capitalization                                1 437 437        1 285 921


        Current Liabilities:
          Debt due within one year                                   30 009           70 008
          Notes payable                                              16 000          102 356
          Obligations under capital leases                           19 742           23 333
          Accounts payable:
            Affiliates                                                9 594            6 025
            Others                                                   48 003           85 254
          Taxes accrued                                               4 479           11 978
          Interest accrued                                           10 913           15 369
          Vacations accrued                                          10 964           11 956
          Other                                                      13 168           13 511
              Total current liabilities                             162 872          339 790

        Deferred Credits and Other Liabilities:
          Deferred income taxes                                     466 718          455 076
          Unamortized investment tax credits                         48 583           51 775
          Three Mile Island Unit 2 future costs                      84 732           79 967
          Nuclear fuel disposal fee                                  12 757           12 401
          Other                                                     142 677           76 410
              Total deferred credits and other liabilities          755 467          675 629

        Commitments and Contingencies (Note 1)






              Total Liabilities and Capital                      $2 355 776       $2 301 340




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




                                                  -4-<PAGE>
</TABLE>
<TABLE>
                       PENNSYLVANIA ELECTRIC COMPANY AND SUBSIDIARY COMPANIES

                                  Consolidated Statements of Income
                                             (Unaudited)

<CAPTION>
                                                                   In Thousands
                                                       Three Months          Nine Months
                                                   Ended September 30,   Ended September 30,
                                                     1994      1993        1994       1993
     <S>                                           <C>       <C>         <C>        <C>
     Operating Revenues                            $240 267  $229 447    $714 569   $679 827

     Operating Expenses:
       Fuel                                          46 813    46 863     132 576    136 177
       Power purchased and interchanged:
         Affiliates                                   1 761       600       4 859      2 790
         Others                                      34 912    34 199     116 019     94 256
       Deferral of energy costs, net                  4 860   (15 224)        227    (14 606)
       Other operation and maintenance               63 342    58 611     233 114    170 170
       Depreciation and amortization                 17 573    22 415      55 963     64 727
       Taxes, other than income taxes                16 502    15 006      48 873     45 431
           Total operating expenses                 185 763   162 470     591 631    498 945

     Operating Income Before Income Taxes            54 504    66 977     122 938    180 882
       Income taxes                                  16 266    24 142      29 934     60 411
     Operating Income                                38 238    42 835      93 004    120 471

     Other Income and Deductions:
       Allowance for other funds used during
         construction                                   482       474       1 333        474
       Other income/(expense), net                     (492)      183     (63 626)      (227)
       Income taxes                                     320       122      27 764        171
           Total other income and deductions            310       779     (34 529)       418

     Income Before Interest Charges and
       Dividends on Preferred Securities             38 548    43 614      58 475    120 889

     Interest Charges and Dividends on
      Preferred Securities:
       Interest on long-term debt                    11 796    11 463      35 187     33 657
       Other interest                                   707       743       5 893      3 129
       Allowance for borrowed funds used
         during construction                           (501)     (306)     (1 445)    (1 069)
       Dividends on preferred securities
         of subsidiary                                2 195         -       2 195          -
           Total interest charges and
             dividends on preferred securities       14 197    11 900      41 830     35 717

     Net Income                                      24 351    31 714      16 645     85 172
       Preferred stock dividends                        734     1 247       2 551      4 079
     Earnings Available for Common Stock           $ 23 617  $ 30 467    $ 14 094   $ 81 093




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



                                                 -5-<PAGE>
</TABLE>
<TABLE>
                           PENNSYLVANIA ELECTRIC COMPANY AND SUBSIDIARY COMPANIES

                                    Consolidated Statements of Cash Flows
                                                 (Unaudited)
<CAPTION>
                                                                       In Thousands
                                                                       Nine Months
                                                                    Ended September 30,
                                                                    1994          1993
          <S>                                                    <C>           <C>
          Operating Activities:
            Income before preferred stock dividends              $  16 645     $  85 172
            Adjustments to reconcile income to cash provided:
              Depreciation and amortization                         51 793        59 720
              Amortization of property under capital leases          6 332         6 351
              Three Mile Island Unit 2 costs                        56 304             -
              Voluntary enhanced retirement program                 44 856             -
              Nuclear outage maintenance costs, net                  2 326          (613)
              Deferred income taxes and investment tax
                credits, net                                       (42 919)       11 620
              Deferred energy costs, net                               357       (14 610)
              Accretion income                                        (200)         (600)
              Allowance for other funds used during construction    (1 333)         (474)
            Changes in working capital:
              Receivables                                              364         3 145
              Materials and supplies                                   620         5 464
              Special deposits and prepayments                      (2 517)       (4 636)
              Payables and accrued liabilities                     (22 913)       (5 832)
            Other, net                                              23 284        (1 381)
                 Net cash provided by operating activities         132 999       143 326

          Investing Activities:
            Cash construction expenditures                        (129 718)     (103 006)
            Contributions to decommissioning trusts                 (4 270)      (19 329)
            Other, net                                                  11          (153)
                 Net cash used for investing activities           (133 977)     (122 488)

          Financing Activities:
            Issuance of long-term debt                             129 100       119 220
            Decrease in notes payable, net                         (86 268)       (4 620)
            Capital lease principal payments                        (6 525)       (6 606)
            Issuance of preferred securities of subsidiary         101 304             -
            Retirement of long-term debt                           (78 008)      (58 008)
            Redemption of preferred stock                          (26 168)      (26 013)
            Dividends paid on common stock                         (30 000)      (40 000)
            Dividends paid on preferred stock                       (2 726)       (4 248)
                 Net cash provided (required) by
                  financing activities                                 709       (20 275)

          Net increase (decrease) in cash and temporary
            cash investments from above activities                    (269)          563
          Cash and temporary cash investments,
            beginning of year                                        1 622           659
          Cash and temporary cash investments, end of period     $   1 353     $   1 222

          Supplemental Disclosure:
            Interest paid (net of amount capitalized)            $  46 225     $  35 587
            Income taxes paid                                    $  45 336     $  36 495
            New capital lease obligations incurred               $   2 320     $  11 457
<FN>
          The accompanying notes are an integral part of the consolidated financial statements.

                                                     -6-<PAGE>





          Pennsylvania Electric Company and Subsidiary Companies



            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                 Pennsylvania Electric Company (Company), a Pennsylvania corporation
            incorporated in 1919, 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
            Penelec Preferred Capital Inc., which is the general partner of Penelec
            Capital L.P., a special purpose finance subsidiary.  The Company also has two
            minor wholly-owned subsidiaries.

                 The Company is affiliated with Jersey Central Power & Light Company
            (JCP&L) and Metropolitan Edison Company (Met-Ed).  The Company, JCP&L and
            Met-Ed 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), which develops, owns and operates nonutility generating facilities.  The
            Company and its affiliates including GPUSC, GPUN and EI considered together
            are referred to as the "GPU System."

                 These notes should be read in conjunction with the notes to consolidated
            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 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.
            At September 30, 1994, the Company's net investment in TMI-1, including
            nuclear fuel, was $156 million.  TMI-1 and TMI-2 are jointly owned by the
            Company, JCP&L and Met-Ed in the percentages of 25%, 25% and 50%,
            respectively.

                 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




                                                  -7-<PAGE>





            Pennsylvania Electric Company and Subsidiary Companies


            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 OTHER COMMITMENTS AND CONTINGENCIES - 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.  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 the Company
            and its affiliates and GPU 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 federal 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 GPU System.

                 At the time of the TMI-2 accident, as provided for in the federal 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 the Company and its affiliates and GPU 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, in March 1994, that the insurers would withdraw their
            reservation of rights, with respect to any award of punitive damages.


                                                  -8-<PAGE>





            Pennsylvania Electric Company and Subsidiary Companies


                 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 likely to begin in 1996.  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 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.  In July 1994, the Court
            granted defendants' motion for interlocutory appeal of these orders, stating
            that they raise questions of law that contain substantial grounds for
            differences of opinion.  The issues are now before the United States Court of
            Appeals.

                 In an Order issued in April 1994, the Court: (1) noted that the
            plaintiffs have agreed to seek punitive damages only against the Company and
            its affiliates and GPU; 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 TMI-1 by the end of the plant's license term, 2014.  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 TMI-1 is $157 million,
            of which the Company's share is $39 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 would be
            $62 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




                                                  -9-<PAGE>





            Pennsylvania Electric Company and Subsidiary Companies


            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 TMI-1 to range from approximately
            $225 to $309 million (adjusted to 1994 dollars), of which the Company's share
            would range between approximately $56 to $77 million.  In addition, the study
            estimated the cost of removal of nonradiological structures and materials for
            TMI-1 at $74 million (adjusted to 1994 dollars), of which the Company's share
            would be $18 million.

                 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 is charging to expense and contributing to
            external trusts amounts collected from customers for nuclear plant
            decommissioning and nonradiological costs.  In addition, the Company has
            contributed to external trusts amounts written off for TMI-2 nuclear plant
            decommissioning in 1991 and expects to make further contributions beginning in
            1995 for amounts written off in 1994, described below.

            TMI-1:

                 In 1993, the Pennsylvania Public Utility Commission (PaPUC) approved a
            rate change for the Company which increased the collection of revenues for
            decommissioning costs for TMI-1 based on its share of the NRC funding target
            and nonradiological cost of removal as estimated in the site-specific study.
            Collections from customers for retirement expenditures are deposited in
            external trusts and are classified as Nuclear decommissioning trusts on the
            balance sheet, which includes the interest earned on these funds.  Provision
            for the future expenditure of these funds has been made in accumulated
            depreciation, amounting to $7 million at September 30, 1994.  Retirement costs
            are accrued and charged to depreciation expense over the expected service life
            of TMI-1.

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






                                                 -10-<PAGE>





            Pennsylvania Electric Company and Subsidiary Companies


            TMI-2:

                 The Company and its affiliates have recorded a liability amounting to
            $250 million (of which the Company's share was $62 million) as of
            September 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 was $5 million) for
            incremental costs specifically attributable to monitored storage.  In
            addition, the Company and its affiliates have recorded a liability in the
            amount of $71 million (of which the Company's share is $18 million), for
            nonradiological cost of removal.  Expenditures for such costs through
            September 1994 have reduced the liability to $69 million (of which the
            Company's share is $17 million).  The above amounts for retirement costs and
            monitored storage are reflected as Three Mile Island Unit 2 future costs on
            the balance sheet.

                 In March 1993, a PaPUC rate order for Met-Ed allowed for the future
            recovery of certain TMI-2 retirement costs.  In May 1993, the Pennsylvania
            Office of  Consumer Advocate filed a petition for review with the Pennsylvania
            Commonwealth Court seeking to set aside the PaPUC's 1993 Met-Ed rate order.
            In July 1994, the Commonwealth Court reversed the PaPUC order; Met-Ed has
            requested the Pennsylvania Supreme Court to review that decision.  The
            Company, which is also subject to PaPUC regulation, recorded pre-tax charges
            of $56.3 million during the second quarter for its share of such costs
            applicable to its retail customers.   These charges appear in the Other Income
            and Deductions section of the Income Statement and are composed of $38.4
            million for radiological decommissioning costs, $13.2 million for the
            nonradiological cost of removal and $4.7 million for incremental monitored
            storage costs.  The Company plans to begin making nonrecoverable funding
            contributions to external trusts for these costs in the second half of 1995 to
            fund its share of these costs.  The Company will be similarly required to
            charge to expense its retail customer share of future increases (described
            above) in the estimate of the costs of retiring TMI-2.  The Company's future
            earnings on nonrecoverable trust fund deposits will be recorded as income.
            Prior to the Commonwealth Court's decision, the Company expensed and
            contributed $20 million to an external trust relating to its nonrecoverable
            share of the accident-related portion of the decommissioning liability.

                 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 through 2014, (of which the
            Company's share is $5 million) the expected retirement date of TMI-1.








                                                 -11-<PAGE>





            Pennsylvania Electric Company and Subsidiary Companies


                                               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) 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
            $9.0 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.

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

                 Under its 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 $7 million), in addition to those payable under the
            Price-Anderson Act.








                                                 -12-<PAGE>





            Pennsylvania Electric Company and Subsidiary Companies


                                         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 mine refuse
            piles, 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 current
            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 $177 million for air pollution
            control equipment by the year 2000.  The reduction from the previous estimate
            of $295 million is primarily due to the postponement of a scrubber
            installation until after 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 September
            1994, the Ozone Transport Commission (OTC), consisting of representatives of
            11 northeast states (including Pennsylvania) and the District of Columbia
            proposed further 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 Amendments of 1990.  The Company expects
            that the U.S. Environmental Protection Agency will approve the proposal, and
            that as a result, the Company will spend an estimated $50 million, beginning
            in 1997, to meet the new standards by the 1999 deadline.

                 The Company has been notified by the Environmental Protection Agency
            (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 three 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 as yet been named 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.







                                                 -13-<PAGE>





            Pennsylvania Electric Company and Subsidiary Companies


                 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 current ratemaking process.


                                  OTHER COMMITMENTS AND CONTINGENCIES

            Competition and the Changing Regulatory Environment

                 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:

                 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.



                                                 -14-<PAGE>





            Pennsylvania Electric Company and Subsidiary Companies


            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.  All of these facilities are must-run and generally
            obligate the Company to purchase all of the power produced up to the contract
            limits.  As of September 30, 1994, facilities covered by these agreements
            having 295 megawatts (MW) of capacity were in service.  The estimated cost of
            these agreements for 1994 is $121 million.  These agreements provide for the
            purchase of approximately 414 MW of capacity and energy by the Company by the
            mid-to-late 1990s at various prices.

                 The emerging competitive market has created 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 now seek
            shorter term agreements offering more flexibility (see Management's Discussion
            and Analysis - Competition).  Due to the current availability of excess
            capacity, the cost of near to intermediate-term energy supply from existing
            facilities (i.e., one to eight years) is currently very competitively priced.
            The forecasted cost of energy from new supply sources is now lower priced due
            to improvements in power plant technologies and reduced forecast fuel prices.
            As a result of these developments, the contract prices under virtually all of
            the Company and its affiliates' nonutility generation agreements are
            substantially in excess of current and forecasted market prices.  The Company
            and its affiliates intend to initiate actions geared toward substantially
            reducing these above market payments.  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.  The Company and its affiliates are also
            attempting to renegotiate, and in some cases buy out, high cost long-term
            nonutility generation agreements.  While the Company and its affiliates thus
            far have been granted substantial recovery of these costs from customers by
            the PaPUC and the 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.  If the
            costs under these agreements are ultimately not recoverable through
            ratemaking, or in a competitive market, it could result in a material adverse
            effect on the Company's as well as the GPU System's financial position and
            results of operations.  Moreover, efforts to lower these costs have led to
            disputes before both the PaPUC and the NJBPU, as well as to litigation and may
            result in claims against the Company and its affiliates for substantial
            damages.  There can be no assurance as to the outcome of these matters.







                                                 -15-<PAGE>





            Pennsylvania Electric Company and Subsidiary Companies


                 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 GPU System employees
            have accepted the retirement programs, resulting in a pre-tax charge to
            earnings of $127 million, of which the Company's share was $45 million.  These
            charges are included as Other operation and maintenance expense on the Income
            Statement.

                 At the request of the PaPUC, the Company, as well as the other
            Pennsylvania utilities, have supplied the PaPUC with proposals for the
            establishment of a nuclear performance standard.  The Company expects the
            PaPUC to adopt a generic nuclear performance standard as a part of its
            respective energy cost rate clause in 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 defendants in litigation in which
            compensatory damages are sought by customers, contractors, vendors and other
            suppliers of equipment and services and by 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 recorded net income tax refunds aggregating
            $4 million based on its share of the retirement of TMI-2 for tax purposes.
            In September 1994, the Company received approval from the PaPUC to reduce
            charges to customers for its share of the tax refund.  Income tax amounts
            refunded will have no effect on net income.

                 At the same time, the Company has also recorded a total of $11.5 million
            of net interest income representing its share of net interest receivable from
            the Internal Revenue Service associated with this refund settlement.

            3.   POSTRETIREMENT BENEFITS OTHER THAN PENSIONS

                 In March 1993, the PaPUC issued a generic policy statement permitting
            the deferral of incremental expense associated with the adoption by
            Pennsylvania utilities of Statement of Financial Accounting Standards No. 106
            (FAS 106), "Employers' Accounting for Postretirement Benefits Other Than
            Pensions."

                 Consistent with the PaPUC policy statement, in 1993 the Company filed a
            petition with and the PaPUC issued a declaratory order approving the annual
            deferral of such FAS 106 incremental expense until such expense can be
            recognized in the Company's base rates.




                                                 -16-<PAGE>





            Pennsylvania Electric Company and Subsidiary Companies


                 In a proceeding involving an unaffiliated Pennsylvania utility, the
            Pennsylvania Office of the Consumer Advocate (OCA) appealed a PaPUC
            declaratory order permitting that utility to defer its incremental FAS 106
            expense pending its next base rate order.  In May 1994, the Pennsylvania
            Commonwealth Court reversed the PaPUC's declaratory order stating that FAS 106
            expense incurred after January 1, 1993 (the effective date for the FAS 106
            accounting change) but prior to its next base rate case could not be deferred
            for future recovery as part of a later base rate case order, and that to
            assure such future recovery constituted unlawful retroactive ratemaking.

                 Under these circumstances, management determined that continued deferral
            by the Company of incremental FAS 106 expense was no longer appropriate.
            Therefore, during the second quarter the Company wrote off $14.6 million of
            such expense deferred since January 1, 1993.  In addition, $4.0 million of the
            Company's FAS 106 unrecognized transition obligation resulting from employees
            who have elected to participate in the voluntary enhanced retirement programs,
            was also written off during the second quarter.  These charges appear in the
            Other Income and Deductions section of the Income Statement.  Moreover, the
            Company will annually charge to income approximately $9.6 million for the
            incremental FAS 106 expense, currently applicable to retail customers.


































                                                 -17-<PAGE>





                        Pennsylvania Electric 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
            1993 Annual Report on Form 10-K.

            RESULTS OF OPERATIONS

                 Earnings available for common stock for the three months ended
            September 30, 1994 were $23.6 million compared with $30.5 million for the
            third quarter of 1993.  Earnings available for common stock for the nine
            months ended September 30, 1994 were $14.1 million compared with $81.1 million
            for the comparable period in 1993.

                 The decrease in earnings for the three months ended September 30, 1994
            was primarily the result of the absence of one-time benefits from the
            recognition of prior period transmission service revenues and proceeds from
            the settlement of a property insurance claim both of which were recognized in
            the third quarter of 1993.  Also contributing to the decrease in earnings was
            an increase in postretirement benefit costs.

                 Earnings for the nine months ended September 30, 1994 continue to be
            negatively affected by a $56.3 million second quarter write-off of certain
            estimated TMI-2 future costs, a $45.0 million second quarter charge to income
            for costs related to the Voluntary Enhanced Retirement Programs, and a $18.6
            million second quarter write-off of postretirement benefit costs.  The same
            factors affecting the quarterly results also affected results for the nine
            month period.  The effect of these losses for the nine months ended
            September 30, 1994 was partially offset by nonrecurring interest income
            resulting from refunds of previously paid federal income taxes related to the
            tax retirement of TMI-2.

            OPERATING REVENUES:

                 Total revenues for the three months ended September 30, 1994 increased
            4.7% to $240.3 million as compared with the same period in 1993.  Total
            revenues for the nine months ended September 30, 1994 increased 5.1% to $714.6
            million compared with the same period in 1993.  The components of these
            changes are as follows:











                                                 -18-<PAGE>





                                                              (In Millions)
                                                     Three Months         Nine Months
                                                         Ended               Ended
                                                  September 30, 1994  September 30, 1994
            Kilowatt-hour (KWH) revenues
             (excluding energy portion)                 $ (1.3)             $  9.0
            Energy revenues                               20.7                30.6
            Other revenues                                (8.6)               (4.9)

                 Increase in revenues                   $ 10.8              $ 34.7

            Kilowatt-hour revenues

                 KWH revenues decreased for the three month period ending September 30,
            1994 primarily from lower capacity sales to associated companies partially
            offset by higher usage by the Company's municipal wholesale customers.  KWH
            revenues increased for the nine month period ending September 30, 1994
            primarily from higher usage by the Company's principal wholesale customer and
            higher usage by municipal wholesale customers.  Wholesale purchases by these
            customers are now resold to consumers both inside and outside the Company's
            service territory.  KWH revenues also increased for the nine month period from
            higher KWH usage by both residential and commercial customers.  These
            increases in revenues for the nine month period were partially offset by
            decreased capacity sales to associated companies.

            Energy revenues

                 Changes in energy revenues do not normally affect net income as they
            reflect corresponding changes in the energy cost rates billed to customers and
            expensed.  Energy revenues increased for both the three and nine month periods
            ended September 30, 1994 because of higher energy cost rates in effect during
            the current periods.  Energy revenues also increased for both periods as a
            result of a 1993 reclassification of certain transmission service revenues to
            other revenues.  The reclassification resulted from a favorable Pennsylvania
            Public Utility Commission (PaPUC) order which allowed the Company to exclude
            these transmission service revenues from the Company's energy cost rate.  For
            the nine month period ended September 30, 1994, these increases were partially
            offset by decreased sales to non-associated 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.  However, earnings were negatively affected for both the three and nine
            month periods ended September 1994 primarily from the absence of a one-time
            benefit from the recognition of prior period transmission service revenues
            recognized in the third quarter of 1993, mentioned above.










                                                 -19-<PAGE>





            OPERATING EXPENSES:

            Power purchased and interchanged

                 Changes in power purchased and interchanged expense related to energy do
            not normally affect earnings as they are billed to customers through the
            energy cost rate.  However, earnings for the nine month period ended
            September 30, 1994 were adversely affected because of energy costs relative to
            nonutility purchases not being recovered in wholesale rates.  The wholesale
            portion of these costs increased because of higher nonutility generation
            purchases and an increase in the Company's sales to wholesale customers.

            Other operation and maintenance

                 The increase in other operation and maintenance (O&M) expense for the
            three months ended September 30, 1994 is primarily the result of expensing, in
            the third quarter of 1994, the retail jurisdictional amount of incremental
            postretirement benefit costs.  In 1993 the Company had been deferring these
            costs.  Also contributing to the increase in O&M expense for the three month
            period was the recognition, in the third quarter of 1993, of proceeds from the
            settlement of a property insurance claim.

                 The increase in O&M expense for the nine months ended September 30, 1994
            is largely attributable to a $45 million charge for costs related to the
            Voluntary Enhanced Retirement Programs.  Other O&M expense also increased for
            the nine month period due to higher costs, primarily during the first quarter
            of 1994, related to increased outage activity at the Company's coal fired
            generating stations and higher payroll costs resulting primarily from
            emergency and storm repairs caused by winter storms.  The same factors
            affecting the quarterly results also affected results for the nine month
            period.

            Depreciation and amortization

                 Depreciation and amortization expense decreased for both the three and
            nine month periods primarily from the absence, in 1994, of TMI-2 amortization
            attributable to its retail customers.  The Company had collected all of its
            TMI-2 investment attributable to its retail customers in 1993.

            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 decrease for the nine months ended September 30, 1994 is principally
            related to the second quarter 1994 write-off of estimated TMI-2 future costs
            and postretirement benefit costs.  The effect of these write-offs was
            partially offset in the nine month period by nonrecurring interest income
            resulting from refunds of previously paid federal income taxes related to the
            tax retirement of TMI-2.



                                                 -20-<PAGE>





                 On July 11, 1994, the Pennsylvania Commonwealth Court overturned a 1993
            PaPUC order that permitted Met-Ed to recover estimated TMI-2 future costs from
            customers.  As a result, the Company recorded second quarter charges of $56.3
            million for its share of such costs.  These charges were composed of $51.6
            million for retirement costs and $4.7 million for monitored storage costs.
            For more information concerning these charges, see Note 1 to the consolidated
            financial statements.

                 In the second quarter of 1994, the Company wrote-off $14.6 million in
            deferred postretirement benefit costs related to the adoption of Statement of
            Financial Accounting Standards No. 106 as a result of a Commonwealth Court
            decision reversing a PaPUC order that allowed a nonaffiliated utility, outside
            a base rate case, to defer certain postretirement benefit costs for future
            recovery from customers.  The Company had deferred such costs under a similar
            accounting order issued by the PaPUC.  In addition, the Company wrote-off $4.0
            million for the remaining transition obligation related to postretirement
            benefit costs for the employees who participated in the Voluntary Enhanced
            Retirement Programs.

            INTEREST CHARGES AND DIVIDENDS ON PREFERRED SECURITIES:

            Other interest

                 Other interest increased for the nine month period primarily from 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.

            Dividends on preferred securities of subsidiary

                 Penelec Capital L.P., a special purpose finance subsidiary, issued
            $105 million of Monthly Income Preferred Securities in July 1994.  Dividends
            paid on the Monthly Income Preferred Securities caused the increase for both
            the three and nine month periods.

            PREFERRED STOCK DIVIDENDS:

                 Preferred stock dividends decreased for the nine month period primarily
            because of the redemption of $25 million of high-dividend rate preferred stock
            in September 1993.


            LIQUIDITY AND CAPITAL RESOURCES

            CAPITAL NEEDS:

                 The Company's capital needs for the nine months ended September 30, 1994
            consisted of $130 million for cash construction expenditures and $40 million
            for maturing obligations.  The Company's construction forecast for 1994 is
            currently $186 million.  Expenditures for maturing debt are expected to be $70
            million for 1994.  Management estimates that approximately one-half of the
            1994 capital needs will be satisfied through internally generated funds.





                                                 -21-<PAGE>





            FINANCING:

                 In the third quarter of 1994, the Company redeemed $25 million of 8.36%
            preferred stock with a portion of the proceeds from the issuance of Monthly
            Income Preferred Securities in July 1994.  In November 1994, the Company
            redeemed at maturity $30 million of 8.50% series first mortgage bonds (FMBs).

                 GPU has requested authorization from the Securities and Exchange
            Commission (SEC) to issue up to 5 million shares of additional common stock
            through 1996.  The proceeds from the sale of such additional common stock
            would be principally used to increase the Company and its affiliates' common
            equity ratios.

                 The Company has regulatory authority to issue and sell FMBs, which may be
            issued as secured medium-term notes, and preferred stock for various periods
            through 1995.  Under existing authorization, the Company may issue senior
            securities in the amount of $290 million, of which $100 million may consist of
            preferred stock.  The Company, through its subsidiary Penelec Capital L.P.,
            has authority to issue an additional $20 million of Monthly Income Preferred
            Securities.  The Company also has regulatory authority to incur short-term
            debt, a portion of which may be through the issuance of commercial paper.

                 As a result of the TMI-2 future costs write-offs, together with certain
            other costs recognized in the second quarter of 1994, the Company was unable
            to meet its preferred dividend coverage requirements in its charter.  The
            Company will be unable to meet the coverage requirements for issuing preferred
            stock until the first quarter of 1995.  The Company has sufficient coverage to
            issue only $11 million of FMBs based on its interest coverage requirements in
            its indenture, plus an additional $68 million of FMBs on the basis of
            previously issued and retired bonds.  The ability of the Company to issue its
            remaining authorized Monthly Income Preferred Securities, which have no such
            coverage restrictions, is not affected by these write-offs.

                 On August 9, 1994, Standard & Poor's (S&P) reduced the credit ratings of
            the Company's securities citing the implications of the Pennsylvania
            Commonwealth Court order denying recovery of TMI-2 future costs.  S&P now
            assigns the Company's FMBs an A- rating and preferred stock and Monthly Income
            Preferred Securities a BBB+ rating.  S&P also revised its outlook for the
            Company from "negative" to "stable".

            GPU GENERATION CORPORATION:

                 In the third quarter of 1994, the PaPUC authorized the Company and Met-Ed
            to enter into an operating agreement with the proposed GPU Generation
            Corporation (GPUGC) whereby GPUGC would undertake responsibility for the
            operation, maintenance and rehabilitation of all non-nuclear generation
            facilities owned and operated by the Company and its affiliates as well as the
            responsibility for the design, construction, start-up and testing of any new
            non-nuclear generation facilities which the Company and its affiliates may
            need in the future.  Similar applications for regulatory approval are pending
            with the New Jersey Board of Public Utilities and the SEC.






                                                 -22-<PAGE>





            COMPETITION:

                 Due to the current availability of excess capacity, the cost of near to
            intermediate-term energy supply from existing facilities (i.e., one to eight
            years) is currently very competitively priced.  In addition to the energy
            purchase opportunities from existing facilities, the forecasted cost of energy
            from new supply sources is now lower than the forecasted price in prior years
            due to improvements in power plant technologies and reduced forecast fuel
            prices.  As a result of these developments, the contract prices payable under
            virtually all of the Company and its affiliates' nonutility generation
            agreements are substantially in excess of current and forecasted market
            prices.  The current and anticipated above-market payments for nonutility
            generation (NUG) contracted power is likely to adversely impact the
            competitive position of the Company and its affiliates.  In addition, if the
            costs under these agreements are ultimately not recoverable through
            ratemaking, or in a competitive market, it could result in a material adverse
            effect on the Company's as well as the GPU System's financial position and
            results of operations. Therefore, the Company and its affiliates plan on
            initiating actions to either eliminate or substantially reduce the above-
            market payments under NUG contracts.  The Company and its affiliates intend to
            communicate with legislators, regulators and customers as to the adverse
            economic impacts of these above-market contracts; initiate regulatory and
            legislative actions to mitigate the future economic impact of these contracts;
            and aggressively pursue NUG contract restructurings including contract
            buyouts.  As part of the program to reduce above-market payments under NUG
            agreements, the Company and its affiliates intend to implement a program under
            which the natural gas fuel and transportation for the Company and its
            affiliates' gas-fired facilities, as well as up to approximately 1,100
            megawatts of NUG contract capacity, would be pooled and managed by a non-
            affiliated fuel manager.  The Company and its affiliates are in the process of
            initiating discussions with the NUGs involved, negotiating a management
            agreement with a fuel manager and reviewing the extent to which state and
            federal regulatory approvals may be necessary.  For more information
            concerning NUG purchased power, see Note 1, "Other Commitments and
            Contingencies - Competition and the changing regulatory environment" to the
            consolidated financial statements.

            MEETING ENERGY DEMANDS:

                 In 1993, the Company filed an appeal with the Commonwealth Court to
            overturn a PaPUC order which directs the Company to enter into two power
            purchase agreements with nonutility generators for a total 160 MW under long-
            term contracts commencing in 1997 or later.  The Company does not need this
            additional capacity and believes the costs associated with these contracts are
            not in the economic interests of its customers.  In August 1994, the
            Commonwealth Court denied the Company's appeal to overturn the PaPUC order.
            The Company intends to seek review of this decision by the Pennsylvania
            Supreme Court.

                 The Company has contracts and anticipated commitments with nonutility
            generation suppliers under which a total of 295 MW of capacity is currently in
            service and an additional 119 MW are currently scheduled or anticipated to be
            in service by 1999.




                                                 -23-<PAGE>
</FN>
</TABLE>



                                     PART II



 ITEM 1 -    LEGAL PROCEEDINGS

             Information concerning the current status of certain legal
             proceedings instituted against the Company and its affiliates and
             GPU 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

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

                   (27)  Financial Data Schedule

             (b)   Reports on Form 8-K:

                   (1)   For the month of August 1994, dated August 9, 1994
                         under Item 5 (Other Events).





























                                      -24-<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.


     PENNSYLVANIA ELECTRIC COMPANY



 November 4, 1994              By:  /s/ F. D. Hafer
                                    F. D. Hafer, President




 November 4, 1994              By:  /s/ D. L. O'Brien
                                    D. L. O'Brien, Comptroller
                                    (Principal Accounting Officer)

































                                      -25-<PAGE>




<TABLE>
                                                                                Exhibit 12
                                                                                Page 1 of 2



                           PENNSYLVANIA ELECTRIC COMPANY AND SUBSIDIARY COMPANIES
               STATEMENTS SHOWING COMPUTATION OF 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,
                                                                 1994             1993

            <S>                                                <C>              <C>
            OPERATING REVENUES                                 $714 569         $679 827

            OPERATING EXPENSES                                  591 631          498 945
              Interest portion of rentals (A)                     2 747            2 578
                  Net expense                                   588 884          496 367

            OTHER INCOME AND DEDUCTIONS:
              Allowance for funds used
                during construction                               2 778            1 543
              Other income/(expense), net                       (63 626)            (227)
                  Total other income and deductions             (60 848)           1 316

            EARNINGS AVAILABLE FOR FIXED CHARGES
              AND PREFERRED STOCK DIVIDENDS (excluding
              taxes based on income)                           $ 64 837         $184 776

            FIXED CHARGES:
              Interest on funded indebtedness                  $ 35 187         $ 33 657
              Other interest (B)                                  8 088            3 129
              Interest portion of rentals (A)                     2 747            2 578
                  Total fixed charges                          $ 46 022         $ 39 364

            RATIO OF EARNINGS TO FIXED CHARGES                     1.41             4.69

            Preferred stock dividend requirement                  2 551            4 079
            Ratio of income before provision for
              income taxes to net income (C)                      113.0%           170.7%
            Preferred stock dividend requirement
              on a pretax basis                                   2 884            6 964
            Fixed charges, as above                              46 022           39 364
                  Total fixed charges and
                    preferred stock dividends                  $ 48 906         $ 46 328

            RATIO OF EARNINGS TO COMBINED FIXED CHARGES
              AND PREFERRED STOCK DIVIDENDS                        1.33             3.99<PAGE>



                                                                                Exhibit 12
                                                                                Page 2 of 2



                           PENNSYLVANIA ELECTRIC COMPANY AND SUBSIDIARY COMPANIES
               STATEMENTS SHOWING COMPUTATION OF 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)   Includes dividends on preferred securities of subsidiary of $2,195 for
                  the nine months ended September 30, 1994.

            (C)   Represents income before provision for income taxes of $18,815 and
                  $145,412, for the nine months ended September 30, 1994 and September 30,
                  1993, respectively, divided by net income of $16,645 and $85,172,
                  respectively.<PAGE>
</FN>
</TABLE>


<TABLE> <S> <C>


            <ARTICLE> UT
            <MULTIPLIER> 1,000
            <CURRENCY> US DOLLARS
                   
            <S>                                                 <C>
            <PERIOD-TYPE>                                   9-MOS
            <FISCAL-YEAR-END>                         DEC-31-1994
            <PERIOD-START>                            JAN-01-1994
            <PERIOD-END>                              SEP-30-1994
            <EXCHANGE-RATE>                                     1
            <BOOK-VALUE>                                 PER-BOOK
            <TOTAL-NET-UTILITY-PLANT>                   1,713,692
            <OTHER-PROPERTY-AND-INVEST>                    34,241
            <TOTAL-CURRENT-ASSETS>                        201,322
            <TOTAL-DEFERRED-CHARGES>                      406,521
            <OTHER-ASSETS>                                      0
            <TOTAL-ASSETS>                              2,355,776
            <COMMON>                                      105,812
            <CAPITAL-SURPLUS-PAID-IN>                     261,790
            <RETAINED-EARNINGS>                           311,576
            <TOTAL-COMMON-STOCKHOLDERS-EQ>                679,178
                                           0
                                               141,777  <F1>
            <LONG-TERM-DEBT-NET>                          616,482
            <SHORT-TERM-NOTES>                             16,000
            <LONG-TERM-NOTES-PAYABLE>                           0
            <COMMERCIAL-PAPER-OBLIGATIONS>                      0
            <LONG-TERM-DEBT-CURRENT-PORT>                  30,009
                                       0
            <CAPITAL-LEASE-OBLIGATIONS>                     7,118
            <LEASES-CURRENT>                               19,742
            <OTHER-ITEMS-CAPITAL-AND-LIAB>                845,470
            <TOT-CAPITALIZATION-AND-LIAB>               2,355,776
            <GROSS-OPERATING-REVENUE>                     714,569
            <INCOME-TAX-EXPENSE>                           29,934
            <OTHER-OPERATING-EXPENSES>                    591,631
            <TOTAL-OPERATING-EXPENSES>                    621,565
            <OPERATING-INCOME-LOSS>                        93,004
            <OTHER-INCOME-NET>                           (34,529)
            <INCOME-BEFORE-INTEREST-EXPEN>                 58,475
            <TOTAL-INTEREST-EXPENSE>                       41,830  <F2>
            <NET-INCOME>                                   16,645
                                 2,551
            <EARNINGS-AVAILABLE-FOR-COMM>                  14,094
            <COMMON-STOCK-DIVIDENDS>                       30,000  <F3>
            <TOTAL-INTEREST-ON-BONDS>                      46,244
            <CASH-FLOW-OPERATIONS>                        132,999
            <EPS-PRIMARY>                                       0
            <EPS-DILUTED>                                       0
            <FN>
            <F1> INCLUDES PREFERRED SECURITIES OF SUBSIDIARY OF $105,000.
            <F2> INCLUDES DIVIDENDS ON PREFERRED SECURITIES OF SUBSIDIARY
            <F2> OF $2,195.
            <F3> REPRESENTS COMMON STOCK DIVIDENDS PAID TO PARENT CORPORATION.
            </FN>
                    <PAGE>

</TABLE>


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