PENNSYLVANIA ELECTRIC CO
U-1/A, 1994-06-22
ELECTRIC SERVICES
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                                                  Amendment No. 6 to
                                                  SEC File No. 70-8403


                           SECURITIES AND EXCHANGE COMMISSION

                                 WASHINGTON, D.C. 20549

                                        FORM U-1

                                      APPLICATION

                                         UNDER

                 THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ("Act")


                       PENNSYLVANIA ELECTRIC COMPANY ("Penelec")
                                   1001 Broad Street
                              Johnstown, Pennsylvania 15907           
                   (Name of company filing this statement and address
                             of principal executive office)


                     GENERAL PUBLIC UTILITIES CORPORATION ("GPU")       
            (Name of top registered holding company parent of applicant)


          Don W. Myers, Vice President and   Douglas E. Davidson, Esq.
            Treasurer                        Berlack, Israels & Liberman
          M. A. Nalewako, Secretary          120 West 45th Street
          GPU Service Corporation            New York, New York 10036
          100 Interpace Parkway
          Parsippany, New Jersey 07054

          William C. Matthews, Esq.,         Robert C. Gerlach, Esq.
          Secretary                          Ballard Spahr Andrews & 
          Pennsylvania Electric Company      Ingersoll
          1001 Broad Street                  1735 Market Street
          Johnstown, Pennsylvania 15907      Philadelphia, Pennsylvania 19103


                                                                           
                      (Names and addresses of agents for service)
<PAGE>






               Penelec  hereby  amends  its   Application  on  Form  U-1,  as

          heretofore amended, docketed in SEC File No. 70-8403, as follows:

               1.   By amending the third  sentence of paragraph A of  Item 1

          thereof to read in its entirety as follows:

                    Penelec  would  acquire  all   of  the  common  stock  of

          Investment  Sub for  a nominal  consideration and  would capitalize

          Investment  Sub  with a  demand  promissory note  in  the principal

          amount  of approximately 10% of the total capitalization of Penelec

          Capital,  or up  to  $13 million,  such  note to  accrue  interest,

          compounded  semi-annually, at  a rate equal  to the  Citibank, N.A.

          base rate as in effect from time to time.

               2.   By filing the following exhibit in Item 6(a) thereof:

                    (a)  Exhibits:

                         A-10 - Form of demand promissory note from Penelec 

          to Investment Sub.



























                                           1
<PAGE>






                                       SIGNATURE

                    PURSUANT  TO  THE  REQUIREMENTS  OF  THE  PUBLIC  UTILITY

          HOLDING  COMPANY ACT  OF  1935, THE  UNDERSIGNED  COMPANY HAS  DULY

          CAUSED THIS STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED

          THEREUNTO DULY AUTHORIZED.



                                        PENNSYLVANIA ELECTRIC COMPANY



                                        By:                                 
                                             Don W. Myers, Vice President and
                                                  Treasurer

          Date:  June 22, 1994
<PAGE>








                              EXHIBIT TO BE FILED BY EDGAR



               Exhibit:

                         A-10 - Form of demand promissory note from Penelec
                                to Investment Sub.
<PAGE>









                                                       Exhibit A-10


                                 DEMAND PROMISSORY NOTE



          $_______________                                     ________, 1994



               For  value   received,   PENNSYLVANIA  ELECTRIC   COMPANY,   a
          Pennsylvania corporation ("Penelec"), hereby promises to pay to the
          order of  PENELEC PREFERRED  CAPITAL, INC., a  Delaware corporation
          ("Capital"), ON DEMAND, at the office of Capital located at  Mellon
          Bank Center, Tenth and  Market Streets, Wilmington, Delaware 19801,
          or at such other place as Capital may specify from time to time, in
          lawful  money of the United States of America, the principal sum of
          $______________, or such lesser unpaid principal amount as shall be
          outstanding hereunder, together with  interest from the date hereof
          on the unpaid principal  balance of this Note calculated at  a rate
          equal to the  Citibank, N.A. base  rate as in  effect from time  to
          time, such  interest to be compounded  semi-annually on December __
          and June __ of each year while this Note is outstanding.

               The amount of any  payment made by Penelec hereunder  shall be
          recorded  by  Capital  on  the  schedule  attached hereto  and  the
          resulting unpaid principal balance set forth in such schedule shall
          be presumptive evidence of  the principal balance owing and  unpaid
          on this Note.

               Presentment  for payment, demand, notice of dishonor, protest,
          notice  of protest, and all other demands and notices in connection
          with the  delivery, performance  and enforcement  of this Note  are
          hereby waived.

               This Note  shall be governed by and  construed and interpreted
          in accordance  with the  substantive laws  of  the Commonwealth  of
          Pennsylvania without giving effect to conflict of law principles.

               This  Note may  be amended  only by  an instrument  in writing
          executed by Penelec and Capital.


                                        PENNSYLVANIA ELECTRIC COMPANY

                                        By:                        

                                        Title:                     
<PAGE>


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