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 PENNSYLVANIA ELECTRIC COMPANY (the
"Company")
This certificate is notice that the above named company has
issued, renewed or guaranteed the security or securities
described herein which issue, renewal or guaranty was exempted
from the provisions of Section 6(a) of the Act and was neither
the subject of a declaration or application on Form U-1 nor
included within the exemption provided by Rule U-48 (Reg. Section
250.48, paragraph 36,621).
1. Type of the security or securities* ("draft," "promissory
note"). First Mortgage Bonds, Secured Medium-Term Notes,
Series D (the "Notes")
2. Issue, renewal or guaranty (indicate nature of transaction by
). Issue
3. Principal amount of each security. $40,000,000
4. Rate of interest per annum of each security. 6.35%
5. Date of issue, renewal or guaranty of each security. January
26, 1994
6. If renewal of security, give date of original issue.
7. Date of maturity of each security. (In the case of demand
notes, indicate "on demand.") January 26, 2006
8. Name of the person to whom each security was issued, renewed
or guaranteed. $50,000,000 aggregate principal amount of
Notes was sold to purchasers pursuant to the terms of a
Selling Agency Agreement dated June 30, 1993 between the
Company and Smith Barney Shearson Inc. and Merrill Lynch &
Co.
9. Collateral given with each security, if any. The Notes were
issued pursuant the Mortgage and Deed of Trust, dated as of
January 1, 1942, between the Company and Bankers Trust
Company, as amended and supplemented, and are thus secured by
a direct first lien on substantially all of the Company's
properties.
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10. Consideration received for each security. $40,000,000
________________________________
* If reporting for more than one security each security may be
identified by symbol, which symbol should be used for each
subsequent item. If more convenient, information may be supplied
by tabular statement using the serial arrangement of this form.
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11. Application of proceeds of each security. (Item 11 added by
amendment in Release No. 7346, issued April 10, 1947 and
effective May 1, 1947.) The net proceeds from the sale of
such Notes will be used by the Company to redeem all of the
Company's outstanding First Mortgage Bonds, 6 5/8% Series due
August 1, 1998 in the aggregate principal amount of $38
million, in accordance with the optional redemption
provisions thereof, and for general corporate purposes.
12. Indicate by a check after the applicable statement below
whether the issue, renewal or guaranty of each security was
exempt from the provisions of Section 6(a) because of
(a) the provisions contained in the first sentence of
Section 6(b),
(b) the provisions contained in the fourth sentence of
Section 6(b),
(c) the provisions contained in any rule of the
Commission other than Rule U-48 X
(If reporting for more than one security insert the
identifying symbol after applicable statement.)
13. If the security or securities were exempt from the provisions
of Section 6(a) by virtue of the first sentence of Section
6(b), give the figures which indicate that the security or
securities aggregate (together with all other then
outstanding notes and drafts of a maturity of nine months or
less, exclusive of days of grace, as to which such company is
primarily or secondarily liable) not more than 5 per centum
of the principal amount and par value** of the other
securities of such company then outstanding. (Demand notes,
regardless of how long they may have been outstanding, shall
be considered as maturing in not more than nine months for
purposes of the exemption from Section 6(a) of the Act
granted by the first sentence of Section 6(b). N.A.
14. If the security or securities are exempt from the provisions
of Section 6(a) because of the fourth sentence of Section
6(b), name the security outstanding on January 1, 1935,
pursuant to the terms of which the security or securities
herein described have been issued. N.A.
15. If the security or securities are exempt from the provisions
of Section 6(a) because of any rule of the Commission other
than Rule U-48 (Reg. Section 250.48, paragraph 36,621)
designate the rule under which exemption is claimed. Rule 52
PENNSYLVANIA ELECTRIC COMPANY
Date: January 27, 1994 By:
Don W. Myers
Vice President & Treasurer
______________________________
** If a security had no principal amount or par value use the
fair market value as of date of issues of such security, and
indicate how determined.
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