PENNSYLVANIA ELECTRIC CO
10-Q, 1994-08-09
ELECTRIC SERVICES
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q


 (Mark One)

  X    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

 For the quarterly period ended     June 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 July 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
                                  June 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                                                  17


 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
                                                                   June 30,      December 31,
                                                                     1994            1993
                                                                 (Unaudited)
        <S>                                                      <C>              <C>
        ASSETS
        Utility Plant:
          In service, at original cost                           $2 475 460       $2 429 557
          Less, accumulated depreciation                            904 699          887 281
            Net utility plant in service                          1 570 761        1 542 276
          Construction work in progress                              93 201           81 420
          Other, net                                                 32 193           35 614
            Net utility plant                                     1 696 155        1 659 310


        Current Assets:
          Cash and temporary cash investments                         1 235            1 622
          Special deposits                                            2 606            2 622
          Accounts receivable:
            Customers, net                                           70 797           64 913
            Other                                                    21 276            9 824
          Unbilled revenues                                          23 255           28 942
          Materials and supplies, at average cost or less:
            Construction and maintenance                             46 682           46 994
            Fuel                                                     22 214           20 590
          Deferred energy costs                                      21 585           17 047
          Deferred income taxes                                         811              790
          Prepayments                                                21 055            6 630
              Total current assets                                  231 516          199 974


        Deferred Debits and Other Assets:
          Three Mile Island Unit 2 deferred costs                    13 392           64 638
          Deferred income taxes                                     117 193           64 577
          Income taxes recoverable through future rates             237 372          234 026
          Decommissioning funds                                      27 673           24 657
          Nuclear fuel disposal fee                                     270              486
          Other                                                      45 374           53 672
              Total deferred debits and other assets                441 274          442 056




              Total Assets                                       $2 368 945       $2 301 340




<FN>
        The accompanying notes are an integral part of the consolidated financial statements.
</FN>



                                                  -3-
<PAGE>



                        PENNSYLVANIA ELECTRIC COMPANY AND SUBSIDIARY COMPANIES

                                      Consolidated Balance Sheets

<CAPTION>
                                                                        In Thousands
                                                                   June 30,     December 31,
                                                                     1994           1993
                                                                 (Unaudited)
        <S>                                                      <C>              <C>
        LIABILITIES AND CAPITAL
        Capitalization:
          Common stock                                           $  105 812       $  105 812
          Capital surplus                                           265 486          265 486
          Retained earnings                                         298 455          328 290
              Total common stockholder's equity                     669 753          699 588
          Cumulative preferred stock                                 61 842           61 842
          Long-term debt                                            616 482          524 491
              Total capitalization                                1 348 077        1 285 921


        Current Liabilities:
          Debt due within one year                                   30 008           70 008
          Notes payable                                              88 559          102 356
          Obligations under capital leases                           21 532           23 333
          Accounts payable:
            Affiliates                                                9 915            6 025
            Others                                                   62 364           85 254
          Taxes accrued                                              13 762           11 978
          Interest accrued                                           15 815           15 369
          Vacations accrued                                          12 791           11 956
          Other                                                      14 756           13 511
              Total current liabilities                             269 502          339 790

        Deferred Credits and Other Liabilities:
          Deferred income taxes                                     463 864          455 076
          Unamortized investment tax credits                         49 006           51 775
          Three Mile Island Unit 2 future costs                      84 827           79 967
          Nuclear fuel disposal fee                                  12 618           12 401
          Other                                                     141 051           76 410
              Total deferred credits and other liabilities          751 366          675 629

        Commitments and Contingencies (Note 1)





              Total Liabilities and Capital                      $2 368 945       $2 301 340




<FN>
        The accompanying notes are an integral part of the consolidated financial statements.
</FN>



                                                  -4-
<PAGE>



                       PENNSYLVANIA ELECTRIC COMPANY AND SUBSIDIARY COMPANIES

                                  Consolidated Statements of Income
                                             (Unaudited)

<CAPTION>
                                                                   In Thousands
                                                       Three Months           Six Months
                                                      Ended June 30,        Ended June 30,
                                                     1994      1993        1994       1993
     <S>                                           <C>       <C>         <C>        <C>
     Operating Revenues                            $227 122  $219 232    $474 302   $450 380

     Operating Expenses:
       Fuel                                          39 745    41 209      85 763     89 314
       Power purchased and interchanged:
         Affiliates                                   2 289     1 167       3 098      2 190
         Others                                      36 796    34 207      81 107     60 057
       Deferral of energy costs, net                  2 959      (254)     (4 633)       618
       Other operation and maintenance              107 953    60 191     169 772    111 559
       Depreciation and amortization                 17 870    22 255      38 390     42 312
       Taxes, other than income taxes                15 529    14 888      32 371     30 425
           Total operating expenses                 223 141   173 663     405 868    336 475

     Operating Income Before Income Taxes             3 981    45 569      68 434    113 905
       Income taxes                                  (4 768)   13 212      13 668     36 269
     Operating Income                                 8 749    32 357      54 766     77 636

     Other Income and Deductions:
       Allowance for other funds used during
         construction                                   436         -         851          -
       Other income/(expense), net                  (75 464)     (214)    (63 134)      (410)
       Income taxes                                  32 650        61      27 444         49
           Total other income and deductions        (42 378)     (153)    (34 839)      (361)

     Income/(Loss) Before Interest Charges          (33 629)   32 204      19 927     77 275

     Interest Charges:
       Interest on long-term debt                    11 681    11 141      23 391     22 194
       Other interest                                 1 844     1 215       5 186      2 386
       Allowance for borrowed funds used
         during construction                           (483)     (398)       (944)      (763)
           Total interest charges                    13 042    11 958      27 633     23 817


     Net Income/(Loss)                              (46 671)   20 246      (7 706)    53 458
       Preferred stock dividends                        909     1 416       1 817      2 832
     Earnings/(Loss) Available for Common Stock    $(47 580) $ 18 830    $ (9 523)  $ 50 626




<FN>
     The accompanying notes are an integral part of the consolidated financial statements.
</FN>




                                                 -5-
<PAGE>



                           PENNSYLVANIA ELECTRIC COMPANY AND SUBSIDIARY COMPANIES

                                    Consolidated Statements of Cash Flows
                                                 (Unaudited)
<CAPTION>
                                                                      In Thousands
                                                                       Six Months
                                                                      Ended June 30,
                                                                    1994          1993
          <S>                                                    <C>           <C>
          Operating Activities:
            Income (loss) before preferred dividends             $  (7 706)    $  53 458
            Adjustments to reconcile income (loss) to cash provided:
              Depreciation and amortization                         34 172        39 861
              Amortization of property under capital leases          4 095         4 910
              Three Mile Island Unit 2 costs                        56 304             -
              Voluntary enhanced retirement program                 44 856             -
              Nuclear outage maintenance costs, net                  1 539         1 283
              Deferred income taxes and investment tax
                credits, net                                       (42 831)        1 740
              Deferred energy costs, net                            (4 539)          943
              Accretion income                                        (200)         (400)
              Allowance for other funds used during construction      (852)            -
            Changes in working capital:
              Receivables                                          (11 649)       (5 708)
              Materials and supplies                                (1 311)          (43)
              Special deposits and prepayments                     (14 441)      (15 066)
              Payables and accrued liabilities                       3 359         1 886
            Other, net                                              20 302           134
                 Net cash provided by operating activities          81 098        82 998

          Investing Activities:
            Cash construction expenditures                         (90 202)      (58 702)
            Contributions to decommissioning trust                  (2 954)      (15 315)
            Other, net                                                   -          (112)
                 Net cash used for investing activities            (93 156)      (74 129)

          Financing Activities:
            Issuance of long-term debt                             129 100        89 408
            Decrease in notes payable, net                         (13 739)      (22 790)
            Capital lease principal payments                        (3 873)       (4 306)
            Retirement of long-term debt                           (78 000)      (28 000)
            Dividends paid on common stock                         (20 000)      (40 000)
            Dividends paid on preferred stock                       (1 817)       (2 832)
                 Net cash provided (required) by
                  financing activities                              11 671        (8 520)

          Net increase (decrease) in cash and temporary
            cash investments from above activities                    (387)          349
          Cash and temporary cash investments,
            beginning of year                                        1 622           659
          Cash and temporary cash investments, end of period     $   1 235     $   1 008

          Supplemental Disclosure:
            Interest paid (net of amount capitalized)            $  27 080     $  21 608
            Income taxes paid                                    $  20 293     $  22 726
            New capital lease obligations incurred               $   2 245     $   8 403

<FN>
          The accompanying notes are an integral part of the consolidated financial statements.
</FN>
</TABLE>
                                                     -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 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).  In April 1994, General Portfolios Corporation (GPC) merged into its
 then subsidiary, EI.  EI develops, owns, and operates nonutility generating
 facilities.  The Company and its affiliates including GPUSC, GPUN and GPC
 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 June 30, 1994, the Company's net investment in TMI-1, including nuclear
 fuel, was $159 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
 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

                                       -7-
<PAGE>






 Pennsylvania Electric Company and Subsidiary Companies


 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.  Management intends, in
 general, to seek recovery of any such costs described above through the
 ratemaking process, but recognizes that recovery is not assured.

 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 have 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, on March 30, 1994, that the insurers would withdraw their
 reservation of rights.

      In June 1993, the Court agreed to permit pre-trial discovery on the
 punitive damage claims to proceed.  A trial of twelve allegedly representative
 cases is now scheduled to begin in April 1995.  In February 1994, the Court



                                       -8-
<PAGE>






 Pennsylvania Electric Company and Subsidiary Companies


 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 in February 1994, 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.  On July 13, 1994, however, the Court granted the defendant's motion
 for interlocutory appeal of its February 1994 order, stating that the punitive
 damage claims and the duty owed by the defendants raise questions of law that
 contain substantial grounds for differences of opinion.

      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 Decommissioning Funds 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 $6 million at June 30, 1994.  These decommissioning 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 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 June 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.  Such costs are expected
 to be incurred between 1994 and 2014, when decommissioning is forecast to
 begin.  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 June
 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.
 On July 11, 1994, the Commonwealth Court reversed the PaPUC order.  Met-Ed
 plans to petition the Pennsylvania Supreme Court to review the decision.  The
 Company, because it is also subject to PaPUC regulation, recorded pre-tax
 charges of $56.3 million 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 contribution
 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
 $9.1 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 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 Company has reduced its previous
 estimate from $295 million to $177 million primarily due to the postponement
 of a scrubber installation until after 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.  Management
 believes that costs associated with the capital invested in this equipment and
 the increased operating costs of the affected stations should be recoverable
 through the ratemaking process.

      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
 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.

      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 ratemaking process.





                                      -13-
<PAGE>






 Pennsylvania Electric Company and Subsidiary Companies


 OTHER COMMITMENTS AND CONTINGENCIES

      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.

      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.
 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

                                      -14-
<PAGE>






 Pennsylvania Electric Company and Subsidiary Companies


 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.  The agreements have been approved by the PaPUC and permit the Company
 to recover energy and demand costs from customers through its energy clause.
 These agreements provide for the sale of approximately 414 megawatts (MW) of
 capacity and energy to the Company by the mid-to-late 1990s.  As of June 30,
 1994, facilities covered by these agreements having 295 MW of capacity were in
 service.  The estimated cost of these agreements for 1994 is $121 million.
 The price of the energy and capacity to be purchased under these agreements is
 determined by the terms of the contracts.  The rates payable under a number of
 these agreements are in excess of current market prices.  While the Company
 has been granted full recovery of these costs from customers by the PaPUC,
 there can be no assurance that the Company will continue to be able to recover
 these costs throughout the term of the related contracts.  The emerging
 competitive market has created additional uncertainty regarding the
 forecasting of the Company's energy supply needs which, in turn, has caused
 the Company to change its supply strategy to seek shorter term agreements
 offering more flexibility.  At the same time, the Company is attempting to
 renegotiate higher cost long-term nonutility generation contracts where
 opportunities arise.  The extent to which the Company may be able to do so,
 however, or recover associated costs through rates, is uncertain.  Moreover,
 these efforts have led to disputes before the PaPUC, as well as to litigation
 and may result in claims against the Company for substantial damages.  There
 can be no assurance as to the outcome of these matters.

      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 during the latter part of 1994 or early
 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.

                                      -15-
<PAGE>






 Pennsylvania Electric Company and Subsidiary Companies


 The Company has requested the PaPUC to approve reduced charges to customers
 for its share of the tax refund over the twelve-month period beginning
 September 1, 1994.  Income tax amounts refunded will have no effect on net
 income.

      At the same time, the Company 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.

      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.  On May 26, 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 has determined that continued
 deferral by the Company of incremental FAS 106 expense is 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.










                                      -16-
<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

      The Company experienced a net loss for the three months ended June 30,
 1994 amounting to $47.6 million compared with earnings available for common
 stock of $18.8 million for the three months ended June 30, 1993.  For the six
 months ended June 30, 1994, the Company realized a $9.5 million net loss
 compared with earnings available for common stock of $50.6 million for the
 comparable period in 1993.

      Earnings for the three months ended June 30, 1994 were negatively
 affected by a $56.3 million write-off of certain estimated TMI-2 future costs
 resulting from an unfavorable Pennsylvania Commonwealth Court order, a $45.0
 million charge to income for costs related to the Voluntary Enhanced
 Retirement Programs, and a $18.6 million write-off of postretirement benefit
 costs not considered likely to be recovered through ratemaking.  The same
 factors affecting the quarterly results also affected results for the six
 month period.  Increased other operation and maintenance expenses also
 contributed to the earnings reduction in the current six month period.

      The effect of these losses for the three and six month periods were
 partially offset by higher kilowatt-hour revenues and lower depreciation and
 amortization.  The effect of these losses for the six month period were
 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 June 30, 1994 increased 3.6% to
 $227.1 million as compared with the same period in 1993.  Total revenues for
 the six months ended June 30, 1994 increased 5.3% to $474.3 million compared
 with the same period in 1993.  The components of these changes are as follows:












                                      -17-
<PAGE>






                                                     (In Millions)
                                               Three Months   Six Months
                                                  Ended         Ended
                                              June 30, 1994  June 30, 1994
 Kilowatt-hour (KWH) revenues
  (excluding energy portion)                     $  3.0          $ 10.3
 Energy revenues                                    3.1             9.9
 Other revenues                                     1.8             3.7

      Increase in revenues                       $  7.9          $ 23.9

 Kilowatt-hour revenues

      KWH revenues increased for both the three and six month periods ending
 June 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.  The 1992 federal Energy Policy Act
 which allows transmission access and competition for wholesale customers made
 this possible.

 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 six month periods
 ended June 30, 1994 because of higher energy cost rates in effect during the
 current periods.  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.

 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 both the three and six month periods
 ended June 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.









                                      -18-
<PAGE>






 Other operation and maintenance

      The increase in other operation and maintenance (O&M) expense for the
 three and six months ended June 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 six month period due to
 higher costs related to increased outage activity at three of the Company's
 coal fired generating stations and higher payroll costs resulting primarily
 from emergency and storm repairs caused by winter storms.

      For more information concerning charges for the Voluntary Enhanced
 Retirement Programs and their affect on the Company, see Competition in the
 Liquidity and Capital Resources section.

 Depreciation and amortization

      Depreciation and amortization expense decreased for both the three and
 six 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 in both periods is principally related to the write-off of
 estimated TMI-2 future costs and postretirement benefit costs.  The effect of
 these write-offs was partially offset in the six month period by nonrecurring
 interest income resulting from refunds of previously paid federal income taxes
 related to the tax retirement of TMI-2.

      On July 11, 1994, the Pennsylvania Commonwealth Court overturned a 1993
 Pennsylvania Public Utility Commission (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





                                      -19-
<PAGE>






 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.  For additional information concerning this charge
 totaling $18.6 million, see Note 3 to the consolidated financial statements.

 INTEREST CHARGES:

      Other interest increased for the six 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.

 PREFERRED STOCK DIVIDENDS:

      Preferred stock dividends decreased for both the three and six month
 periods 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 six months ended June 30, 1994
 consisted of $90 million for cash construction expenditures and $40 million
 for maturing obligations.  The GPU System's construction expenditures for the
 year were originally forecasted to be $663 million, of which the Company's
 share was $218 million, and for the 1994/1995 period totaled $1.3 billion.  In
 conjunction with the GPU System's plans to enhance its competitive position,
 the 1994/1995 construction forecast had been reduced to $1.2 billion.  As a
 result of the adverse Pennsylvania rate treatment of TMI-2 retirement costs,
 the GPU System's goal is to further reduce its construction spending by $100
 million, bringing the 1994/1995 construction forecast to $1.1 billion.  The
 GPU System's latest construction forecast for 1994 reflects a reduced spending
 level of $586 million, of which the Company's share is $186 million.  In
 addition, the Company plans to begin making nonrecoverable funding
 contributions to external trusts in the second half of 1995 to fund its share
 of the TMI-2 retirement costs.  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.

 FINANCING:

      In the second quarter of 1994, the Company issued $40 million of 8.38%
 series first mortgage bonds (FMBs), the net proceeds from which were used to
 redeem $40 million principal amount of 9.35% series bonds that matured in May
 1994.

      In July 1994, the Company issued $105 million of Monthly Income Preferred
 Securities (MIPS) through Penelec Capital, a special purpose finance
 subsidiary.  Penelec Capital then loaned the proceeds to the Company with the
 Company issuing its deferrable interest subordinated debentures to Penelec
 Capital.  The Company will take a tax deduction for interest paid on the



                                      -20-
<PAGE>






 subordinated debentures and, at the same time, receive some preferred equity
 recognition by the credit rating agencies for the MIPS.  The Company, through
 this subsidiary, has authority to issue an additional $20 million of MIPS.

      The Company has regulatory authority to issue and sell first mortgage
 bonds, 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 also has regulatory
 authority to incur short-term debt, a portion of which may be through the
 issuance of commercial paper.

      The Company has met its interest and preferred dividend coverage
 requirements contained in its indenture and charter, respectively, in spite of
 the results of the TMI-2 future costs write-offs, together with certain other
 costs recognized in the second quarter of 1994.  The Company has sufficient
 coverage to issue only up to $80 million of FMBs and $12 million of preferred
 stock at an assumed 9% interest and dividend rate through June 1995.  In
 addition, the Company will have the ability to issue $68 million of FMBs on
 the basis of previously issued and retired bonds.  The ability of the Company
 to issue MIPS, which have no such coverage restrictions, is not affected by
 these write-offs.

      GPU plans to seek regulatory approval to issue up to approximately $125
 million of additional common stock through 1995.  The sale of such additional
 common stock would be principally designed to restore the Company and its
 affiliates' common equity ratios and maintain their current bond ratings in
 light of the substantial second quarter 1994 write-offs.

      The Company's ability to obtain external financing is reflected in its
 security ratings, which are periodically reviewed by the three major credit
 rating agencies.  In June 1994, Standard & Poor's (S&P) and Duff & Phelps
 (D&P) reaffirmed the Company's credit ratings.  However, the S&P rating
 outlook, which is a financial benchmarking standard for rating the debt of
 electric utilities to reflect the changing risk profiles resulting primarily
 from the intensifying competitive pressures in the industry, was revised.  The
 Company's rating outlook was lowered from "stable" to "negative".  Though the
 Company's position was recognized as strong, it was given a negative outlook
 due to S&P's judgement that there has been a general weakening of overall GPU
 System credit quality.

      Following a review that was prompted by the Commonwealth Court's order
 denying recovery of TMI-2 future costs, Moody's downgraded the Company's
 credit ratings in August 1994 citing the Company and Met-Ed's weakened
 financial flexibility and constraints on GPU's plans to strengthen the Company
 and its affiliates' financial profiles to meet competitive challenges.
 Moody's now assigns the Company's FMBs an equivalent A- rating; preferred
 stock an equivalent BBB+ rating; and commercial paper a Prime 2 rating.  In
 August 1994, the Company's credit ratings were reaffirmed by D&P.  S&P has
 indicated that the effect of the Court's order on the Company's credit ratings
 is uncertain pending its review of a more detailed strategy from management to
 deal with the ruling's financial implications.  Although credit quality has
 been reduced, the Company's credit ratings remain above investment grade.



                                      -21-
<PAGE>






      In June 1994, Moody's announced that it developed a new method to
 calculate the minimum price an electric utility must charge its customers in
 order to recover all of its generation costs.  Moody's believes that an
 assessment of relative cost position will become increasingly critical to the
 credit analysis of electric utilities in a competitive marketplace.  Specific
 rating actions are not anticipated, however, until the pace and implications
 of utility market deregulation are more certain.

 GPU GENERATION CORPORATION:

      In March 1994, the Company and its affiliates filed applications seeking
 regulatory approval to enter into operating agreements with GPU Generation
 Corporation (GPUGC) pursuant to GPU's reorganization plan announced in
 February 1994.  If approved, 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.  The Company and its affiliates' applications are pending
 before the New Jersey Board of Public Utilities, the PaPUC and the Securities
 and Exchange Commission (SEC).  One of the Company's municipal wholesale
 customers has requested that the SEC hold an evidentiary hearing on the
 Company and its affiliates' application.

 COMPETITION:

      In April 1994, GPU announced that it offered Voluntary Enhanced
 Retirement Programs to certain bargaining and non-bargaining employees as part
 of a corporate realignment plan designed to reduce costs and enhance GPU's
 future competitive position in the changing electric utility industry.
 Results for the three months ended June 30, 1994 reflect the acceptance by
 approximately 1,350 employees, representing about 11% of the GPU System work
 force.  The future payroll savings expected from the retirement program are
 estimated to be $59 million annually.  The early retirement costs will be paid
 from pension and postretirement benefit plan trusts.  Savings from the
 Programs reflect limiting the replacement of employees to 10% and are expected
 to begin in the third quarter of 1994.

      In April 1994, the PaPUC initiated an investigation into the role of
 competition in Pennsylvania's electric utility industry.  The PaPUC directed
 that all interested parties file comments within five months on such issues
 as: whether the electric transmission and generation systems should be opened
 to retail wheeling, and what would be the effects on the Pennsylvania economy;
 the appropriate pricing methodology for wheeling services; treatment of
 stranded investment; the benefits, if any, for the customer; the impact on the
 obligation to serve and the public policy goal of universal service; the
 impact of retail wheeling on transmission safety and reliability; utility
 financial health; and, ratemaking and legal issues.  Following the initial
 comment period, parties would have an additional month to file replies.  A
 PaPUC Staff report is expected to be issued in early 1995, following which the
 PaPUC is to decide whether to conduct a rulemaking proceeding.





                                      -22-
<PAGE>






      In June 1994, the Federal Energy Regulatory Commission (FERC) issued a
 Notice of Proposed Rulemaking regarding the recovery by utilities of
 legitimate and verifiable stranded costs.  Among other things, the FERC has
 proposed that utilities be allowed to recover such stranded costs associated
 with existing wholesale requirements contracts, but not under new wholesale
 contracts unless expressly provided for in the contract.  With respect to so-
 called retail stranded costs, while it stated a "strong" policy preference
 that state regulatory agencies address recovery of these costs, the FERC also
 set forth alternative proposals for how it would address the matter if the
 states failed to do so.  Subsequent to FERC's Notice of Proposed Rulemaking,
 however, the U.S. Court of Appeals for the District of Columbia in an
 unrelated case questioned the FERC's authority to permit utilities to recover
 stranded costs.  The Court directed that the FERC conduct an evidentiary
 hearing in the case to determine whether permitting stranded cost recovery was
 so inherently anticompetitive as to violate antitrust laws.

 MEETING ENERGY DEMANDS:

      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.

 CONSERVATION AND LOAD MANAGEMENT:

      The PaPUC completed its generic investigation into demand-side management
 (DSM) cost recovery mechanisms and issued a cost recovery and ratemaking order
 in December 1993.  In April 1994, the Company filed a new DSM plan which
 includes DSM initiatives totaling approximately 19 MW over a five-year period.
 The Company is awaiting a PaPUC decision.


























                                      -23-
<PAGE>






                                     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 4 -    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

             By consent of the sole stockholder dated July 1, 1994 the
             following were elected directors of the Company for the ensuing
             year:

                                     Robert C. Arnold
                                     John F. Furst
                                     John G. Graham
                                     Fred D. Hafer
                                     James R. Leva
                                     George R. Repko
                                     Robert S. Zechman


 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.

             (b)   Reports on Form 8-K:

                   (1)   For the month of May 1994, dated June 10, 1994 under
                         Item 5 (Other Events).

                   (2)   For the month of July 1994, dated July 12, 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



 August 8, 1994                By:  \s\ F. D. Hafer
                                    F. D. Hafer, President




 August 8, 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>
                                                        Six Months Ended
                                                    June 30,         June 30,
                                                      1994             1993

 <S>                                                <C>              <C>
 OPERATING REVENUES                                 $474 302         $450 380

 OPERATING EXPENSES                                  405 868          336 475
   Interest portion of rentals (A)                     1 815            1 744
       Net expense                                   404 053          334 731

 OTHER INCOME AND DEDUCTIONS:
   Allowance for funds used
     during construction                               1 795              763
   Other deductions, net                             (63 134)            (410)
       Total other income and deductions             (61 339)             353

 EARNINGS AVAILABLE FOR FIXED CHARGES
   AND PREFERRED STOCK DIVIDENDS (excluding
   taxes based on income)                           $  8 910         $116 002

 FIXED CHARGES:
   Interest on funded indebtedness                  $ 23 391         $ 22 194
   Other interest                                      5 186            2 386
   Interest portion of rentals (A)                     1 815            1 744
       Total fixed charges                          $ 30 392         $ 26 324

 RATIO OF EARNINGS TO FIXED CHARGES                     0.29 (C)         4.41

 Preferred stock dividend requirement                  1 817            2 832
 Ratio of income (loss) before provision for
   income taxes to net income (loss) (B)               278.8%           167.8%
 Preferred stock dividend requirement
   on a pretax basis                                   5 065            4 751
 Fixed charges, as above                              30 392           26 324
       Total fixed charges and
         preferred stock dividends                  $ 35 457         $ 31 075

 RATIO OF EARNINGS TO COMBINED FIXED CHARGES
   AND PREFERRED STOCK DIVIDENDS                        0.25 (C)         3.73
<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)   Represents income (loss) before provision for income taxes of $(21,482) and
       $89,678, for the six months ended June 30, 1994 and June 30, 1993,
       respectively, divided by net income (loss) of $(7,706) and $53,458, 
       respectively.

 (C)   Pre-tax earnings for the six months ended June 30, 1994 are inadequate to
       cover both fixed charges and combined fixed charges and preferred stock
       dividends.  The deficiency in pre-tax earnings for the ratio of earnings to
       fixed charges and the ratio of earnings to combined fixed charges and
       preferred stock dividends is $21,482 and $26,547, respectively, which
       represents additional pre-tax earnings needed to reach a one-to-one ratio.
</FN>
</TABLE>
<PAGE>



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