PENNSYLVANIA ELECTRIC CO
10-Q, 1995-11-08
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, 1995  

                                       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.)

           2800 Pottsville Pike   
          Reading, Pennsylvania                            19605               
    (Address of principal executive offices)            (Zip Code)  

                                 (610) 929-3601                                
               (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, 1995, 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, 1995



                                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,
                                                                     1995            1994    
                                                                 (Unaudited)       
        <S>                                                      <C>              <C>
        ASSETS
        Utility Plant:
          In service, at original cost                           $2 631 135       $2 549 316
          Less, accumulated depreciation                            963 314          927 498
            Net utility plant in service                          1 667 821        1 621 818
          Construction work in progress                              84 216           98 329
          Other, net                                                 32 296           27 717
                Net utility plant                                 1 784 333        1 747 864

        Other Property and Investments:
          Nuclear decommissioning trusts                             39 027           29 871
          Other, net                                                  4 589            4 596
                Total other property and investments                 43 616           34 467

        Current Assets:
          Cash and temporary cash investments                         4 629            1 191
          Special deposits                                            2 648            3 242
          Accounts receivable:
            Customers, net                                           63 064           68 547
            Other                                                    17 144           21 897
          Unbilled revenues                                          24 615           29 181
          Materials and supplies, at average cost or less:
            Construction and maintenance                             54 089           49 342
            Fuel                                                     11 556           20 092
          Deferred income taxes                                       2 116           (1 454) 
          Prepayments                                                13 179            4 726
               Total current assets                                 193 040          196 764

        Deferred Debits and Other Assets:
          Regulatory assets:
            Three Mile Island Unit 2 deferred costs                  64 617           13 214
            Income taxes recoverable through future rates           218 165          227 177
            Other                                                    20 034           23 752
               Total regulatory assets                              302 816          264 143
            Deferred income taxes                                    88 358          114 231
            Other                                                    13 102            8 148
               Total deferred debits and other assets               404 276          386 522


               Total Assets                                      $2 425 265       $2 365 617




        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,
                                                                     1995           1994    
                                                                 (Unaudited)
        <S>                                                      <C>              <C>
        LIABILITIES AND CAPITAL
        Capitalization:
          Common stock                                           $  105 812       $  105 812
          Capital surplus                                           270 486          261 671
          Retained earnings                                         347 457          290 786
            Total common stockholder's equity                       723 755          658 269
          Cumulative preferred stock                                 36 777           36 777
          Company-obligated mandatorily redeemable
           preferred securities                                     105 000          105 000
          Long-term debt                                            676 506          616 490
               Total capitalization                               1 542 038        1 416 536

        Current Liabilities:
          Securities due within one year                                  9                9
          Notes payable                                              49 599          111 052
          Obligations under capital leases                           23 783           17 957
          Accounts payable:
            Affiliates                                               12 989           10 668
            Others                                                   61 811           62 642
          Taxes accrued                                              24 866           13 347
          Deferred energy credits                                        42          (10 826)
          Interest accrued                                           11 694           16 356
          Vacations accrued                                          10 238           12 004
          Other                                                      12 927            8 700
               Total current liabilities                            207 958          241 909

        Deferred Credits and Other Liabilities:
          Deferred income taxes                                     452 905          454 026
          Unamortized investment tax credits                         45 728           47 864
          Three Mile Island Unit 2 future costs                      86 693           85 273
          Nuclear fuel disposal fee                                  13 495           12 918
          Regulatory liabilities                                     34 886           42 878
          Other                                                      41 562           64 213
               Total deferred credits and other liabilities         675 269          707 172

        Commitments and Contingencies (Note 1)

               Total Liabilities and Capital                     $2 425 265       $2 365 617




        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,
                                                     1995      1994        1995       1994
     <S>                                           <C>       <C>         <C>        <C>
     Operating Revenues                            $249 234  $240 267    $741 097   $714 569

     Operating Expenses:
       Fuel                                          43 806    46 813     131 093    132 576
       Power purchased and interchanged:
         Affiliates                                     973     1 761       5 243      4 859
         Others                                      54 648    34 912     135 690    116 019
       Deferral of energy costs, net                 (3 341)    4 860      10 557        227 
       Other operation and maintenance               73 717    63 342     192 642    233 114
       Depreciation and amortization                 22 242    17 573      61 735     55 963
       Taxes, other than income taxes                18 582    16 502      50 452     48 873
           Total operating expenses                 210 627   185 763     587 412    591 631

     Operating Income Before Income Taxes            38 607    54 504     153 685    122 938
       Income taxes                                   7 696    16 266      39 446     29 934
     Operating Income                                30 911    38 238     114 239     93 004

     Other Income and Deductions:
       Allowance for other funds used during
         construction                                   507       482       1 548      1 333
       Other income/(expense), net                   58 888      (492)     55 259    (63 626)
       Income taxes                                 (24 594)      320     (23 235)    27 764
           Total other income and deductions         34 801       310      33 572    (34 529)

     Income Before Interest Charges and
       Dividends on Preferred Securities             65 712    38 548     147 811     58 475

     Interest Charges and Dividends on
       Preferred Securities:
       Interest on long-term debt                    12 378    11 796      36 363     35 187
       Other interest                                 1 647       707       5 608      5 893
       Allowance for borrowed funds used
         during construction                           (625)     (501)     (1 908)    (1 445)
       Dividends on company-obligated mandatorily
        redeemable preferred securities               2 297     2 195       6 891      2 195
         Total interest charges and dividends
           on preferred securities                   15 697    14 197      46 954     41 830

     Net Income                                      50 015    24 351     100 857     16 645 
       Preferred stock dividends                        386       734       1 158      2 551
     Earnings Available for Common Stock           $ 49 629  $ 23 617    $ 99 699   $ 14 094 



     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,    
                                                                    1995          1994
          <S>                                                    <C>           <C>
          Operating Activities:
            Net income                                           $ 100 857     $  16 645 
            Adjustments to reconcile net income to
             cash provided:
              Depreciation and amortization                         56 519        51 793
              Amortization of property under capital leases          5 695         6 332
              Three Mile Island Unit 2 costs                       (51 796)       56 304
              Voluntary enhanced retirement programs                   -          44 856
              Nuclear outage maintenance costs, net                 (1 407)        2 326
              Deferred income taxes and investment tax
                credits, net                                        19 771       (42 919)
              Deferred energy costs, net                            10 868           357 
              Accretion income                                         -            (200)
              Allowance for other funds used during construction    (1 548)       (1 333)
            Changes in working capital:
              Receivables                                           14 802           364 
              Materials and supplies                                 3 789           620 
              Special deposits and prepayments                      (7 859)       (2 517)
              Payables and accrued liabilities                       1 652       (22 913)
            Other, net                                               3 275        23 284
                 Net cash provided by operating activities         154 618       132 999

          Investing Activities:
            Cash construction expenditures                         (98 089)     (129 718)
            Contributions to decommissioning trusts                 (3 947)       (4 270)
            Other, net                                                 -              11
                 Net cash used for investing activities           (102 036)     (133 977)

          Financing Activities:
            Issuance of long-term debt                              59 670       129 100
            Decrease in notes payable, net                         (61 453)      (86 268)
            Capital lease principal payments                        (6 194)       (6 525)
            Issuance of company-obligated mandatorily
              redeemable preferred securities                          -         101 304
            Contributions from parent corporation                    5 000           -  
            Retirement of long-term debt                                (9)      (78 008)
            Redemption of preferred stock                              -         (26 168)
            Dividends paid on common stock                         (45 000)      (30 000)
            Dividends paid on preferred stock                       (1 158)       (2 726)
                 Net cash provided/(required) by
                  financing activities                             (49 144)          709
          Net increase/(decrease) in cash and temporary
            cash investments from above activities                   3 438          (269)
          Cash and temporary cash investments, beginning of year     1 191         1 622
          Cash and temporary cash investments, end of period     $   4 629     $   1 353

          Supplemental Disclosure:
            Interest paid                                        $  50 846     $  46 225
            Income taxes paid                                    $  40 701     $  45 336
            New capital lease obligations incurred               $  10 451     $   2 320

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

                                                     -6-</TABLE>
<PAGE>





 PENNSYLVANIA ELECTRIC COMPANY AND SUBSIDIARY COMPANIES

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

      Pennsylvania Electric Company (the 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 Power, Inc., and EI Energy, Inc.
 (collectively, EI), which develop, own and operate generation, transmission
 and distribution facilities in the United States and in foreign countries. 
 All of the Company's affiliates are wholly-owned subsidiaries of GPU.  The
 Company and its affiliates, GPUSC, GPUN, and EI are referred to as the "GPU
 System".

      These notes should be read in conjunction with the notes to consolidated
 financial statements included in the 1994 Annual Report on Form 10-K.  The
 year-end condensed balance sheet data contained in the attached financial
 statements was derived from audited financial statements.  For disclosures
 required by generally accepted accounting principles, see the 1994 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. 
 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.  At September 30, 1995 and
 December 31, 1994, the Company's net investment in TMI-1 and TMI-2, including
 nuclear fuel, was as follows:

                                 Net Investment (Millions)
                                    TMI-1         TMI-2
           September 30, 1995       $158          $8*
           December 31, 1994        $154          $8*

      *    The Company has recovered substantially all of its investment in
           TMI-2.

      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

                                       -7-
<PAGE>





 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
 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 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, and 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, individual claims for
 alleged personal injury (including claims for punitive damages), which are
 material in amount, have been asserted against GPU and the Company and its
 affiliates.  Approximately 2,100 of such claims are pending in the United
 States District Court for the Middle District of Pennsylvania.  Some of the
 claims also seek recovery for injuries from alleged emissions of radioactivity
 before and after the accident.

      At the time of the TMI-2 accident, as provided for in the 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 up to an aggregate of $335 million in
 premium charges under such plan, and (c) an indemnity agreement with the NRC
 for up to $85 million, bringing their total primary, secondary and tertiary
 financial protection up to an aggregate of $560 million.  Under the secondary
 level, the Company and its affiliates are subject to a retrospective premium
 charge of up to $5 million per reactor, or a total of $15 million, of which
 the Company's share is $2.5 million. 

      The insurers of TMI-2 had been providing a defense against all TMI-2
 accident-related claims against GPU and the Company and its affiliates and
 their suppliers (the defendants) under a reservation of rights with respect to
 any award of punitive damages.  However, in March 1994, the defendants in the
 TMI-2 litigation and the insurers agreed that the insurers would withdraw
 their reservation of rights with respect to any award of punitive damages.

      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 scheduled to begin in June 1996.  In February 1994, the Court held
 that the plaintiffs' claims for punitive damages are not barred by the


                                       -8-
<PAGE>





 Price-Anderson Act to the extent that the funds to pay punitive damages do not
 come out of the U.S. Treasury.  

      In an order issued in April 1994, the Court:  (1) noted that the
 plaintiffs have agreed to seek punitive damages only against GPU and the
 Company and its affiliates; 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.

      In October 1995, the U.S. Court of Appeals for the Third Circuit ruled
 that the Price-Anderson Act provides coverage under its primary and secondary
 levels for punitive as well as compensatory damages, but that punitive damages
 could not be recovered against the Federal Government.  In so doing, the Court
 of Appeals referred to the "finite fund" (the $560 million of financial
 protection under the Price-Anderson Act) to which plaintiffs must resort to
 get compensatory as well as punitive damages.

      The Court of Appeals also found that the standard of care owed by the
 defendants to a plaintiff was determined by the specific level of radiation
 which was released into the environment, as measured at the site boundary,
 rather than as measured at the specific site where the plaintiff was located
 at the time of the accident (as GPU and the Company and its affiliates
 proposed).  The Court of Appeals also held, however, that each plaintiff still
 must demonstrate exposure to radiation released during the TMI-2 accident and
 that such exposure had resulted in injuries.

      GPU and the Company and its affiliates believe that any liability to
 which they might be subject by reason of the TMI-2 accident and these Court of
 Appeals decisions will not exceed the financial protection under the Price-
 Anderson Act.  GPU and the Company and its affiliates have filed a petition
 with the Third Circuit Court seeking a rehearing and en banc reconsideration
 of its decision that punitive damages are recoverable under the Price-Anderson
 Act.


                         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 (DOE).  

      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 2014, the end of the plant's license term.  The TMI-2
 funding completion date is 2014, consistent with TMI-2's remaining in long-
 term storage and being decommissioned at the same time as TMI-1.  Under the
 NRC regulations, the funding target (in 1995 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 has been developed which takes
 the accident into account (see TMI-2 Future Costs).  The NRC continues to
 study the levels of these funding targets.  Management cannot predict the 

                                       -9-
<PAGE>





 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 considered cost
 estimates, are reference levels designed to assure that 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 the plant to range from
 approximately $225 million to $309 million, of which the Company's share would
 range from $56 million to $77 million (in 1995 dollars).  In addition, the
 study estimated the cost of removal of nonradiological structures and
 materials for TMI-1 at $74 million, of which the Company's share is $19
 million (in 1995 dollars).

      The ultimate cost of retiring the Company's and its affiliates' nuclear
 facilities may be materially different from the funding targets and the cost
 estimates contained in the site-specific studies.  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 and its affiliates charge to expense and contribute to external
 trusts amounts collected from customers for nuclear plant decommissioning and
 nonradiological costs.  In addition, the Company has contributed amounts
 written off for TMI-2 nuclear plant decommissioning in 1991 to TMI-2's
 external trust (see TMI-2 Future Costs).  Amounts deposited in external
 trusts, including the interest earned on these funds, are classified as
 Nuclear Decommissioning Trusts on the Balance Sheet.

      In August 1995, a consultant to GPUN commenced site specific studies of
 the TMI site, including both Units 1 and 2.  GPUN expects these studies to be
 completed in the fourth quarter of 1995.

      The Financial Accounting Standards Board (FASB) is reviewing the utility
 industry's accounting practices for nuclear plant retirement costs.  If the
 FASB's tentative conclusions are adopted, TMI-1 future retirement costs will
 have to be recognized as a liability currently, rather than recorded over the
 life of the plant (as is currently the practice), with an offsetting asset
 recorded for amounts collectible through rates.  Any amounts not collectible
 through rates will have to be charged to expense.  The FASB is expected to
 release an Exposure Draft on decommissioning accounting practices in the
 fourth quarter of 1995.  

 TMI-1:

      The Pennsylvania Public Utility Commission (PaPUC) previously approved a
 rate change for the Company that increased the collection of revenues for
 decommissioning costs for TMI-1 based on its share of the NRC funding target 

                                      -10-
<PAGE>





 and nonradiological cost of removal as estimated in the site-specific study. 
 Collections from customers for retirement expenditures are deposited in
 external trusts.  Provision for the future expenditure of these funds has been
 made in accumulated depreciation, amounting to $13 million at September 30,
 1995.  TMI-1 retirement costs are charged to depreciation expense over its
 expected service life. 

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

 TMI-2 Future Costs:

      The Company and its affiliates have recorded a liability for the
 radiological decommissioning of TMI-2, reflecting the NRC funding target (in
 1995 dollars).  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 for incremental
 costs specifically attributable to monitored storage. In addition, the Company
 and its affiliates have recorded a liability for the nonradiological cost of
 removal consistent with the TMI-1 site-specific study and have spent $3
 million as of September 30, 1995, of which the Company's share is $.7 million. 
 Estimated TMI-2 Future Costs as of September 30, 1995 and December 31, 1994
 are as follows:

                                   September 30, 1995   December 31, 1994
                                       (Millions)           (Millions)        
 Radiological Decommissioning              $64                 $62
 Nonradiological Cost of Removal            18                  18
 Incremental Monitored Storage               5                   5
      Total                                $87                 $85

      The above amounts are reflected as Three Mile Island Unit 2 Future Costs
 on the Balance Sheet.  At September 30, 1995, $22 million was in trust funds
 for TMI-2 and included in Nuclear Decommissioning Trusts on the Balance Sheet,
 and $56 million was recoverable from customers and included in Three Mile
 Island Unit 2 Deferred Costs on the Balance Sheet.  Earnings on trust fund
 deposits collected from customers are included in amounts shown on the Balance
 Sheet under Three Mile Island Unit 2 Deferred Costs. 

      In 1993, a PaPUC rate order permitted Met-Ed future recovery of certain
 TMI-2 retirement costs.  The Pennsylvania Office of Consumer Advocate appealed
 that order to the Commonwealth Court,  which reversed the PaPUC order in 1994. 
 The Company, which is also subject to PaPUC regulation, recorded pre-tax
 charges of $56.3 million during 1994, for its share of such costs applicable
 to its retail customers.  These charges appear in the Other Income and
 Deductions section of the 1994 Consolidated Statement of Income 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.  In September 1995, the Pennsylvania
 Supreme Court reversed the Commonwealth Court decision.  The Company has
 therefore reversed the previous write-offs, resulting in pre-tax income of
 $56.3 million being credited to the Other Income and Deductions section of the
 1995 Consolidated Statement of Income.  However, notwithstanding the Supreme
 Court's decision, the Company has determined that the recovery of the
 incremental monitored storage costs is no longer probable, and has recorded a

                                      -11-
<PAGE>





 pre-tax charge to operating income of $4.7 million in the third quarter of
 1995.

      In 1991, the Company contributed $20 million to an external trust
 relating to its share of the accident-related portion of the decommissioning
 liability.  This contribution was not recovered from customers and has been
 expensed.   

      The Company intends to seek recovery for any increases in the non-
 accident related portion of TMI-2 retirement costs, but recognizes that
 recovery cannot be assured.

      As a result of TMI-2's entering long-term monitored storage in late
 1993, the Company and its affiliates are 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 the remaining
 annual storage costs will total $19 million, of which the Company's share is
 $5 million, through 2014, the expected retirement date of TMI-1.


                                    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 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
 $8.9 billion.  Coverage for the first $200 million of such liability is
 provided by private insurance.  The remaining coverage, or secondary financial
 protection, is provided by retrospective premiums payable by all nuclear
 reactor owners.  Under secondary financial 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 addition to the
 retrospective premiums payable under Price-Anderson, the GPU System is also
 subject to retrospective premium assessments of up to $69 million, of which
 the Company's share is $9 million, in any one year under insurance policies
 applicable to nuclear operations and facilities.


                                      -12-
<PAGE>





      The Company and its affiliates have insurance coverage for incremental
 replacement power costs resulting from an accident-related outage at their
 nuclear plants.  Coverage commences after the first 21 weeks of the outage and
 continues for three years beginning at $2.6 million per week for TMI-1 for the
 first year, and decreasing to 80 percent of such amounts for years two and
 three.


               COMPETITION AND THE CHANGING REGULATORY ENVIRONMENT

 Nonutility Generation Agreements:

      Pursuant to the requirements of the federal Public Utility Regulatory
 Policies Act (PURPA) and state regulatory directives, the Company has entered
 into power purchase agreements with nonutility generators for the purchase of
 energy and capacity for periods up to 25 years. The majority of these
 agreements contain certain contract limitations and subject the nonutility
 generators to penalties for nonperformance.  All of these facilities are must-
 run and generally obligate the Company to purchase, at the contract price, the
 net output up to the contract limits.  As of September 30, 1995, facilities
 covered by these agreements having 397 MW of capacity were in service. 
 Estimated payments to nonutility generators from 1995 through 1999, assuming
 that all facilities which have existing agreements, or which have obtained
 orders granting them agreements, enter service, are $152 million, $176
 million, $184 million, $197 million, and $278 million, respectively.  These
 agreements, in the aggregate, will provide approximately 575 MW of capacity
 and energy to the Company, at varying prices.

      The emerging competitive generation market has created uncertainty
 regarding the forecasting of the GPU System's energy supply needs which has
 caused the Company and its affiliates to change their supply strategy to seek
 shorter-term agreements offering more flexibility.  Due to the current
 availability of excess capacity in the marketplace, the cost of near- to
 intermediate-term (i.e., one to eight years) energy supply from existing
 generation facilities is currently and expected to continue to be
 competitively priced at least for the near- to intermediate-term.  The
 projected cost of energy from new generation supply sources has also decreased
 due to improvements in power plant technologies and reduced forecasted fuel
 prices.  As a result of these developments, the rates under virtually all of
 the Company's and its affiliates' nonutility generation agreements are
 substantially in excess of current and projected prices from alternative
 sources.  

      The Company and its affiliates are seeking to reduce the above market
 costs of these nonutility generation agreements by (1) attempting to convert
 must-run agreements to dispatchable agreements; (2) attempting to renegotiate
 prices of the agreements; (3) offering contract buy-outs while seeking to
 recover the costs through their energy clauses and (4) initiating proceedings
 before federal and state administrative agencies, and in the courts, where
 appropriate. 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
 and are supporting legislative efforts to repeal PURPA. These efforts may
 result in claims against the GPU System for substantial damages.  There can,
 however, be no assurance as to what extent the Company's and its affiliates'
 efforts will be successful in whole or in part.

                                      -13-
<PAGE>





      While the Company and its affiliates thus far have been granted recovery
 of their nonutility generation costs from customers by the PaPUC and 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.  The GPU System currently
 estimates that in 1998, when substantially all of these nonutility generation
 projects are scheduled to be in service, above market payments (benchmarked
 against the expected cost of electricity produced by a new gas-fired combined
 cycle facility) will range from $240 million to $350 million annually, of
 which the Company's share will range from $90 million to $120 million
 annually.  

 Regulatory Assets and Liabilities:

      As a result of the Energy Policy Act of 1992 (Energy Act) and actions of
 regulatory commissions, the electric utility industry is moving toward a
 combination of competition and a modified regulatory environment.  In
 accordance with Statement of Financial Accounting Standards No. 71 (FAS 71),
 "Accounting for the Effects of Certain Types of Regulation", 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
 operations and financial position may result.

                                      -14-
<PAGE>





      In accordance with the provisions of FAS 71, the Company has deferred
 certain costs pursuant to actions of the PaPUC and Federal Energy Regulatory
 Commission (FERC) and is recovering or expects to recover such costs in
 electric rates charged to customers.  Regulatory assets are reflected in the
 Deferred Debits and Other Assets section of the Consolidated Balance Sheet,
 and regulatory liabilities are reflected in the Deferred Credits and Other
 Liabilities section of the Consolidated Balance Sheet.  Regulatory assets and
 liabilities, as reflected in the September 30, 1995 Consolidated Balance
 Sheet, were as follows:

                                                        (In thousands)          
                                                     Assets   Liabilities

 Income taxes recoverable/refundable
   through future rates                            $ 218,165    $ 34,221
 TMI-2 deferred costs                                 64,617        -
 Unamortized property losses                           1,901        -
 Unamortized loss on reacquired debt                   9,310        -
 DOE enrichment facility decommissioning               5,033        -
 Nuclear fuel disposal fee                               (24)       -
 Other                                                 3,814         665
      Total                                        $ 302,816    $ 34,886


 Income taxes recoverable/refundable through future rates: Represents amounts
 deferred due to the implementation of FAS 109, "Accounting for Income Taxes",
 in 1993. 

 TMI-2 deferred costs: Represents costs that are recoverable through rates for
 the Company's remaining investment in the plant and fuel core, radiological
 decommissioning in accordance with the NRC's funding target and allowances for
 the cost of removal of nonradiological structures and materials.  For
 additional information, see TMI-2 Future Costs.

 Unamortized property losses: The NRC has mandated that the design of nuclear
 reactors be documented.  As a result, the Company's share of the costs
 incurred in documenting TMI-1 plant design, in addition to costs incurred in a
 study used to assess the vulnerability of nuclear reactors to severe
 accidents, are recorded in this account.  The study costs are amortized over
 the life of the plant.  

 Unamortized loss on reacquired debt: Represents premiums and expenses incurred
 in the early redemption of long-term debt.  In accordance with FERC
 regulations, reacquired debt costs are amortized over the remaining original
 life of the retired debt.  

 DOE enrichment facility decommissioning:  These costs, representing payments
 to the DOE over a 15-year period beginning in 1994, are currently being
 collected through the Company's energy adjustment clause. 

 Nuclear fuel disposal fee: Represents amounts recoverable through rates for
 estimated future disposal costs for spent nuclear fuel at TMI-1 in accordance
 with the Nuclear Waste Policy Act of 1982.




                                      -15-
<PAGE>





       Amounts related to the decommissioning of TMI-1, which are not included
 in Regulatory Assets on the Balance Sheet, are separately disclosed in NUCLEAR
 PLANT RETIREMENT COSTS.

       The Company continues to be subject to cost-based ratemaking regulation.
 The Company is unable to estimate to what extent FAS 71 may no longer be
 applicable to its utility assets in the future.


                              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, decommission or clean up waste disposal and other sites currently
 or formerly used by it, including formerly owned manufactured gas plants, mine
 refuse piles and generating facilities, 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.  

       To comply with the federal Clean Air Act Amendments (Clean Air Act) of
 1990, the Company expects to spend up to $177 million for air pollution
 control equipment by 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 1994, the
 Ozone Transport Commission (OTC), consisting of representatives of 12
 northeast states (including Pennsylvania and New Jersey) and the District of
 Columbia, proposed 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.  The Company expects that the U.S.
 Environmental Protection Agency (EPA) will approve state implementation plans
 consistent with the proposal, and that as a result, the Company will spend an
 estimated $50 million, beginning in 1997, to meet the reductions set by the
 OTC.  The OTC has stated that it anticipates that additional NOx reductions
 will be necessary to meet the Clean Air Act's 2005 National Ambient Air
 Quality Standards for ozone.  However, the specific requirements that will
 have to be met at that time have not been finalized.  The Company and its
 affiliates are unable to determine what additional costs, if any, will be
 incurred.

       The Company has been notified by the 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 2 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 yet been named as 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 


                                      -16-
<PAGE>





 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.


                       OTHER COMMITMENTS AND CONTINGENCIES

       The Company's construction programs, for which substantial commitments
 have been incurred and which extend over several years, contemplate
 expenditures of $124 million during 1995.  As a consequence of reliability,
 licensing, environmental and other requirements, additions to utility plant
 may be required relatively late in their expected service lives.  If such
 additions are made, current depreciation allowance methodology may not make
 adequate provision for the recovery of such investments during their remaining
 lives.  Management intends to seek recovery of such costs through the
 ratemaking process, but recognizes that recovery is not assured.

       The Company has entered into long-term contracts with nonaffiliated
 mining companies for the purchase of coal for certain generating stations in
 which it has ownership interests.  The contracts, which expire between 1995
 and the end of the expected service lives of the generating stations, require
 the purchase of either fixed or minimum amounts of the stations' coal
 requirements.  The price of the coal under the contracts is based on
 adjustments of indexed cost components.  One contract also includes a
 provision for the payment of environmental and postretirement benefit costs. 
 The Company's share of the cost of coal purchased under these agreements is
 expected to aggregate $44 million for 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 and punitive damages are sought by the public, customers,
 contractors, vendors and other suppliers of equipment and services and by
 employees alleging unlawful employment practices.  While management does not
 expect that the outcome of these matters will have a material effect on the
 Company's financial position or results of operations, there can be no
 assurance that this will continue to be the case.
















                                      -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
 1994 Annual Report on Form 10-K.

 RESULTS OF OPERATIONS

      Earnings for the quarter ended September 30, 1995 were $49.6 million,
 compared to $23.6 million for the same quarter ended last year.  The increase
 in quarterly earnings was due to the reversal of $32.1 million (after-tax) of
 certain future Three Mile Island Unit 2 (TMI-2) retirement costs written-off
 in the second quarter of 1994.  The reversal of the TMI-2 write-off resulted
 from a Pennsylvania Supreme Court decision that overturned a 1994 Pennsylvania
 Commonwealth Court order disallowing the recovery of certain future TMI-2
 retirement costs from customers.  In addition, there was a charge to income of
 $2.7 million (after-tax) for TMI-2 monitored storage costs the Company
 believes will not be recoverable through ratemaking.  

      Earnings for the nine months ended September 30, 1995 were $99.7 million,
 compared to $14.1 million for the same period ended last year.  The same
 factors mentioned above contributed to the earnings increase for the nine
 month period.  In addition, earnings for the nine months ended last year
 included several one-time items that resulted in a net earnings reduction of
 $61.8 million (after-tax).  The 1994 one-time items included a write-off of
 $32.1 million of certain future TMI-2 retirement costs, $25.6 million for
 early retirement program costs, the write-off of $10.6 million of
 postretirement benefit costs; and net interest income of $6.5 million
 resulting from refunds of previously paid federal income taxes related to the
 tax retirement of TMI-2.

      Also contributing to the earnings increase for the quarter and nine month
 periods was higher sales resulting from new customer growth in the residential
 and commercial sectors.  Hotter summer temperatures also contributed to the
 third quarter earnings increase; however, this increase was more than offset
 in the nine month period by milder winter weather in 1995 compared to the
 previous year.

 OPERATING REVENUES:

      Total revenues for the third quarter of 1995 increased 3.7% to $249.2
 million, as compared to the third quarter of 1994.  Total revenues for the
 nine months ended September 30, 1995 increased 3.7% to $741.1 million, as
 compared with the same period in 1994.  The components of these changes are as
 follows:






                                      -18-
<PAGE>





                                                     (In Millions)             
                                             Three Months       Nine Months
                                                Ended               Ended
                                         September 30, 1995  September 30, 1995
 Kilowatt-hour (KWH) revenues
  (excluding energy portion)                  $  3.8              $ (2.3)
 Energy revenues                                 8.4                26.3
 Other revenues                                 (3.3)                2.5
      Increase in revenues                    $  8.9              $ 26.5

 Kilowatt-hour Revenues

      The increase in KWH revenues for the three month period was due primarily
 to higher residential sales from hotter summer temperatures compared to last
 year.  The decrease in KWH revenues for the nine month period was due to lower
 residential sales from milder winter temperatures in 1995 compared to the
 previous winter.

 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
 primarily as a result of increased sales to other utilities.  Higher energy
 cost rates, partially offset by lower sales to customers also contributed to
 the nine month increase.

 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

      Generally, changes in the energy component of power purchased and
 interchanged expense do not significantly affect earnings since these cost
 increases are substantially recovered through the Company's energy clause. 
 However, earnings for the nine month period were negatively affected by higher
 reserve capacity expense resulting primarily from higher payments to the
 Pennsylvania-New Jersey-Maryland Interconnection.

 Fuel and Deferral of energy costs, net

      Generally, changes in fuel expense and deferral of energy costs do not
 affect earnings as they are offset by corresponding changes in energy
 revenues.

 Other operation and maintenance (O&M) 

      The increase in other O&M for the three month period was due primarily to
 the write-off of $4.7 million (pre-tax) of future TMI-2 monitored storage
 costs deemed not recoverable through ratemaking and higher credit and
 collection activity.

                                      -19-
<PAGE>





      The decrease in other O&M expense for the nine month period was primarily
 attributable to a one-time $44.9 million (pre-tax) charge in 1994 related to
 early retirement programs.  Also contributing to the nine month O&M reduction
 were lower winter storm repair costs and payroll and benefit savings resulting
 from the retirement programs.

 Depreciation and amortization

      The increases in depreciation and amortization expense for the three and
 nine month periods were due primarily to additions to plant in service and
 adjustments for TMI-2 decommissioning.

 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 increase in other income/(expense) for the three month period was
 attributable to the reversal of $56.3 million (pre-tax) of expense resulting
 from a Pennsylvania Supreme Court decision.  The Pennsylvania Supreme Court
 decision overturned a 1994 Pennsylvania Commonwealth Court order, and restored
 a March 1993 PaPUC order that allowed Metropolitan Edison Company (an
 affiliate of the Company) to recover certain future TMI-2 retirement costs
 from customers.  In addition, $2.6 million (pre-tax) of expense was reversed
 for escalations recorded since June 1994 for radiological decommissioning and
 nonradiological cost of removal.

      The same factors affecting the three month period also affected the nine
 month period.  In addition, the nine month period increase included write-offs
 in 1994 of $56.3 million (pre-tax) for certain future TMI-2 retirement costs
 resulting from a Pennsylvania Commonwealth Court order, and $18.6 million
 (pre-tax) for postretirement benefit costs not believed to be recoverable in
 rates.  These increases were partially offset by lower interest income of
 $14.9 million (pre-tax) resulting from 1994 refunds of previously paid federal
 income taxes related to the tax retirement of TMI-2.  The tax retirement of
 TMI-2 resulted in a refund for the tax years after TMI-2 was retired.

 INTEREST CHARGES AND DIVIDENDS ON PREFERRED SECURITIES:

 Other interest

      Other interest expense for the nine month period decreased due to the
 recognition in the first quarter of 1994 of interest expense related to the
 tax retirement of TMI-2.  The tax retirement of TMI-2 resulted in a $3.5
 million (pre-tax) charge to interest expense on additional amounts owed for
 tax years in which depreciation deductions with respect to TMI-2 had been
 taken.






                                      -20-
<PAGE>





 Dividends on company-obligated mandatorily redeemable preferred securities

      In the third quarter of 1994, the Company issued $105 million of monthly
 income preferred securities through a special-purpose finance subsidiary. 
 Dividends on these securities are payable monthly.


 LIQUIDITY AND CAPITAL RESOURCES

 CAPITAL NEEDS:

      The Company's capital needs for the nine months ended September 30, 1995
 consisted of cash construction expenditures of $98 million.  Construction
 expenditures for the year are forecasted to be $124 million.  The Company has
 no long-term securities maturing in 1995.  Management estimates that
 approximately three-fourths of the capital needs in 1995 will be satisfied
 through internally generated funds.

 FINANCING:

      GPU has regulatory authority to issue up to four million shares of
 additional common stock through 1996.  GPU expects to use the proceeds from
 any sale of additional common stock to reduce GPU short-term debt and make
 capital contributions to the Company and its affiliates, and EI.

      The Company has regulatory authority to issue and sell first mortgage
 bonds (FMBs), which may be issued as secured medium-term notes, and preferred
 stock through June 1997.  Under existing authorizations, the Company may issue
 such senior securities in the amount of $160 million, of which $100 million
 may consist of preferred stock.  The Company, through its special-purpose
 finance subsidiary, has remaining regulatory authority to issue an additional
 $20 million of monthly income preferred securities through June 1996.  The
 Company also has regulatory authority to incur short-term debt, a portion of
 which may be through the issuance of commercial paper.

      In October 1995, the Company issued $70 million principal amount of FMBs,
 the proceeds of which will be used to redeem, prior to maturity, $30 million
 principal amount of FMBs and reduce outstanding short-term debt.

      The Company's bond indenture and articles of incorporation include
 provisions that limit the amount of long-term debt, preferred stock and short-
 term debt the Company may issue.  The Company's interest and preferred
 dividend coverage ratios are currently in excess of indenture and charter
 restrictions.


 COMPETITIVE ENVIRONMENT:

      In September 1995, the Federal Energy Regulatory Commission (FERC)
 accepted for filing, subject to possible refund, the Company's proposed open
 access transmission tariffs.  The tariffs were submitted to the FERC in March
 1995, prior to the FERC's issuance of the Notice of Proposed Rulemaking on
 open access non-discriminatory transmission services.  The FERC has ordered
 that hearings be held on a number of aspects of these tariffs, including
 whether they are consistent in certain respects with FERC policy on open
 access and comparability of service. The tariffs provide for both firm

                                      -21-
<PAGE>





 and interruptible service on a point-to-point basis.  Network service, where
 requested, will be negotiated on a case by case basis.

      In April 1994, the PaPUC initiated an investigation into the role of
 competition in Pennsylvania's electric utility industry and solicited comments
 on various issues.  The Company and its affiliate Metropolitan Edison Company
 (Met-Ed) jointly filed responses in November 1994 suggesting, among other
 things, that the PaPUC provide for the equitable recovery of stranded
 investments, enable utilities to offer flexible pricing to customers with
 competitive alternatives, and address regulatory requirements that impose
 costs unequally on Pennsylvania utilities as compared with unregulated or out-
 of-state suppliers.  In August 1995, the PaPUC released a Staff report in
 which the Staff decided not to recommend retail wheeling at this time. 
 Evidentiary hearings on this matter are scheduled to begin in December 1995.


 THE SUPPLY PLAN:

 Managing Nonutility Generation

      The Company and its affiliates are seeking to reduce the above market
 costs of nonutility generation agreements, including (1) attempting to convert
 must-run agreements to dispatchable agreements; (2) attempting to renegotiate
 prices of the agreements; (3) offering contract buy-outs while seeking to
 recover the costs through their energy clauses and (4) initiating proceedings
 before federal and state administrative agencies, and in the courts, where
 appropriate.  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
 and are supporting legislative efforts to repeal the Public Utility Regulatory
 Policies Act of 1978 (PURPA).  These efforts may result in claims against the
 Company and its affiliates for substantial damages.  There can, however, be no
 assurance as to what extent the Company's and its affiliates' efforts will be
 successful in whole or in part.  The following is a discussion of some major
 nonutility generation activities involving the Company.

      In May 1995, the Company filed a petition for enforcement and declaratory
 order with the FERC requesting that the FERC effectively invalidate two
 contracts with nonutility generators, aggregating 160 MW of capacity, on the
 grounds that the PaPUC's implementation of PURPA directing the Company to
 enter into these agreements was unlawful.  Specifically, the Company contended
 that the PaPUC's procedures imposing contract prices based on the costs of a
 "coal proxy" plant violated PURPA and the FERC's implementing regulations. In
 June 1995, the FERC denied the petition, and in September 1995, the FERC
 denied the Company's petition for rehearing.  The Company has not determined
 whether it will seek judicial review of the FERC's order.

      In November 1994, the Company requested the Pennsylvania Supreme Court to
 review a Commonwealth Court decision upholding a PaPUC order requiring the
 Company to purchase a total of 160 MW from two nonutility generators.  The
 PaPUC had ordered the Company in 1993 to enter into power purchase agreements
 with the nonutility generators for 80 MW of power each under long-term
 contracts commencing in 1997 or later.  In August 1994, the Commonwealth Court
 denied the Company's appeal of the PaPUC order.  The Company's petition to the
 Supreme Court contends that the Commonwealth Court imposed unnecessary and
 excessive costs on the Company's customers by finding that the Company had a

                                      -22-
<PAGE>





 need for capacity.  The petition also questions the Commonwealth Court's
 upholding of the PaPUC's determination that the nonutility generators had
 incurred a legal obligation entitling them to payments under PURPA. In May
 1995, the PaPUC assigned the matter to an ALJ for a recommended decision.  In
 August 1995, however, the Pennsylvania Supreme Court granted the Company's
 petition for review of the Commonwealth Court's decision.  The Commonwealth
 Court has remanded pricing issues to the PaPUC, which has now assigned the
 matter to an ALJ for hearings. 

      In August 1995, the Company and its affiliates entered into a three-year
 fuel management agreement with New Jersey Natural Energy Corporation, an
 affiliate of New Jersey Natural Gas Company, to manage the Company's and its
 affiliates' natural gas purchases and interstate pipeline capacity.  It is
 intended that the Company's and its affiliates' gas-fired facilities, as well
 as up to approximately 1,100 MW of nonutility generation capacity, will be
 pooled and managed under this agreement, allowing the Company and its
 affiliates to reduce power purchase expenses.

      The Company has contracts and anticipated commitments with nonutility
 generation suppliers under which a total of 397 MW of capacity are currently
 in service and an additional 178 MW are currently scheduled or anticipated to
 be in service by 1999.



































                                      -23-
<PAGE>





                                     PART II

 ITEM 1 -    LEGAL PROCEEDINGS

             Information concerning the current status of certain legal
             proceedings instituted against the Company and its affiliates 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
                 (27)  Financial Data Schedule

             (b) Reports on Form 8-K:
                 For the month of October 1995, dated October 4, 1995, under
                 Item 5 (Other Events)

                 For the month of October 1995, dated October 20, 1995, under
                 Item 5 (Other Events), as amended by Form 8-K/A No. 1, dated
                 October 27, 1995


































                                      -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 8, 1995              By:  \s\ F. D. Hafer                    
                                    F. D. Hafer, President
                             



 November 8, 1995              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 FIXED CHARGES 
                              AND 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
                                                                 1995             1994     

            <S>                                                <C>              <C>
            OPERATING REVENUES                                 $741 097         $714 569

            OPERATING EXPENSES                                  587 412          591 631
              Interest portion of rentals (A)                     1 785            2 747
                  Net expense                                   585 627          588 884

            OTHER INCOME AND DEDUCTIONS:
              Allowance for funds used
                during construction                               3 456            2 778
              Other income/(deductions), net                     55 259          (63 626)
                  Total other income and deductions              58 715          (60 848)

            EARNINGS AVAILABLE FOR FIXED CHARGES
              AND PREFERRED STOCK DIVIDENDS (excluding 
              taxes based on income)                           $214 185        $  64 837

            FIXED CHARGES:
              Interest on funded indebtedness                  $ 36 363        $  35 187
              Other interest (B)                                 12 499            8 088
              Interest portion of rentals (A)                     1 785            2 747
                  Total fixed charges                          $ 50 647        $  46 022

            RATIO OF EARNINGS TO FIXED CHARGES                     4.23             1.41

            Preferred stock dividend requirement                  1 158            2 551
            Ratio of income (loss) before provision for
              income taxes to net income (loss) (C)               162.1%           113.0%
            Preferred stock dividend requirement
              on a pre-tax basis                                  1 877            2 884
            Fixed charges, as above                              50 647           46 022
                  Total fixed charges and
                    preferred stock dividends                  $ 52 524        $  48 906

            RATIO OF EARNINGS TO COMBINED FIXED CHARGES
              AND PREFERRED STOCK DIVIDENDS                        4.08             1.33
</TABLE>
<PAGE>





                                                                     Exhibit 12
                                                                     Page 2 of 2



                PENNSYLVANIA ELECTRIC COMPANY AND SUBSIDIARY COMPANIES
        STATEMENTS SHOWING COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES 
                   AND RATIO OF EARNINGS TO COMBINED FIXED CHARGES 
         AND PREFERRED STOCK DIVIDENDS BASED ON SEC REGULATION S-K, ITEM 503

                                     (In Thousands)
                                      UNAUDITED




                             

 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 company-obligated mandatorily redeemable preferred
       securities of $6,891.

 (C)   Represents income before provision for income taxes of $163,538 and
       $18,815, for the nine months ended September 30, 1995 and 
       September 30, 1994, respectively, divided by net income of $100,857 
       and $16,645, respectively.
<PAGE>


<TABLE> <S> <C>


          <ARTICLE> UT
          <CIK> 0000077227
          <NAME> PENNSYLVANIA ELECTRIC COMPANY
          <MULTIPLIER> 1,000
          <CURRENCY> US DOLLARS
                 
          <S>                              <C>        
          <PERIOD-TYPE>                          9-MOS
          <FISCAL-YEAR-END>                DEC-31-1995
          <PERIOD-START>                   JAN-01-1995
          <PERIOD-END>                     SEP-30-1995
          <EXCHANGE-RATE>                            1
          <BOOK-VALUE>                        PER-BOOK
          <TOTAL-NET-UTILITY-PLANT>          1,784,333
          <OTHER-PROPERTY-AND-INVEST>           43,616
          <TOTAL-CURRENT-ASSETS>               193,040
          <TOTAL-DEFERRED-CHARGES>             404,276
          <OTHER-ASSETS>                             0
          <TOTAL-ASSETS>                     2,425,265
          <COMMON>                             105,812
          <CAPITAL-SURPLUS-PAID-IN>            270,486
          <RETAINED-EARNINGS>                  347,457
          <TOTAL-COMMON-STOCKHOLDERS-EQ>       723,755
                          105,000  <F1>
                                     36,777
          <LONG-TERM-DEBT-NET>                 676,506
          <SHORT-TERM-NOTES>                    42,200
          <LONG-TERM-NOTES-PAYABLE>                  0
          <COMMERCIAL-PAPER-OBLIGATIONS>         7,399
          <LONG-TERM-DEBT-CURRENT-PORT>              9
                            0
          <CAPITAL-LEASE-OBLIGATIONS>            5,619
          <LEASES-CURRENT>                      23,783
          <OTHER-ITEMS-CAPITAL-AND-LIAB>       804,217
          <TOT-CAPITALIZATION-AND-LIAB>      2,425,265
          <GROSS-OPERATING-REVENUE>            741,097
          <INCOME-TAX-EXPENSE>                  39,446
          <OTHER-OPERATING-EXPENSES>           587,412
          <TOTAL-OPERATING-EXPENSES>           626,858
          <OPERATING-INCOME-LOSS>              114,239
          <OTHER-INCOME-NET>                    33,572
          <INCOME-BEFORE-INTEREST-EXPEN>       147,811
          <TOTAL-INTEREST-EXPENSE>              46,954  <F2>
          <NET-INCOME>                         100,857
                      1,158
          <EARNINGS-AVAILABLE-FOR-COMM>         99,699
          <COMMON-STOCK-DIVIDENDS>              45,000  <F3>
          <TOTAL-INTEREST-ON-BONDS>             47,615
          <CASH-FLOW-OPERATIONS>               154,618
          <EPS-PRIMARY>                              0
          <EPS-DILUTED>                              0
          <FN>
          <F1> REPRESENTS COMPANY-OBLIGATED MANDATORILY REDEEMABLE PREFERRED
          <F1> SECURITIES.
          <F2> INCLUDES DIVIDENDS ON COMPANY-OBLIGATED MANDATORILY REDEEMABLE
          <F2> PREFERRED SECURITIES OF $6,891.
          <F3> REPRESENTS COMMON STOCK DIVIDENDS PAID TO PARENT CORPORATION.
          </FN>
                  <PAGE>

</TABLE>


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