PENNSYLVANIA ELECTRIC CO
10-Q, 1995-08-08
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     June 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 July 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
                                  June 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>


                        PENNSYLVANIA ELECTRIC COMPANY AND SUBSIDIARY COMPANIES
                                      Consolidated Balance Sheets
<TABLE>
<CAPTION>
                                                                         In Thousands        
                                                                   June 30,      December 31,
                                                                     1995            1994    
                                                                 (Unaudited)       
        <S>                                                      <C>              <C>
        ASSETS
        Utility Plant:
          In service, at original cost                           $2 600 467       $2 549 316
          Less, accumulated depreciation                            949 566          927 498
            Net utility plant in service                          1 650 901        1 621 818
          Construction work in progress                              88 783           98 329
          Other, net                                                 30 977           27 717
                Net utility plant                                 1 770 661        1 747 864

        Other Property and Investments:
          Nuclear decommissioning trusts                             36 311           29 871
          Other, net                                                  4 590            4 596
                Total other property and investments                 40 901           34 467

        Current Assets:
          Cash and temporary cash investments                         1 248            1 191
          Special deposits                                            2 610            3 242
          Accounts receivable:
            Customers, net                                           67 484           68 547
            Other                                                    31 354           21 897
          Unbilled revenues                                          23 792           29 181
          Materials and supplies, at average cost or less:
            Construction and maintenance                             55 243           49 342
            Fuel                                                     15 469           20 092
          Deferred income taxes                                       3 255           (1 454) 
          Prepayments                                                24 526            4 726
               Total current assets                                 224 981          196 764

        Deferred Debits and Other Assets:
          Regulatory assets:
            Three Mile Island Unit 2 deferred costs                  13 040           13 214
            Income taxes recoverable through future rates           221 210          227 177
            Other                                                    20 632           23 752
               Total regulatory assets                              254 882          264 143
            Deferred income taxes                                   113 499          114 231
            Other                                                    15 387            8 148
               Total deferred debits and other assets               383 768          386 522


               Total Assets                                      $2 420 311       $2 365 617




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






                                                  -3-<PAGE>


                        PENNSYLVANIA ELECTRIC COMPANY AND SUBSIDIARY COMPANIES
                                      Consolidated Balance Sheets
<CAPTION>



                                                                        In Thousands        
                                                                   June 30,     December 31,
                                                                     1995           1994    
                                                                 (Unaudited)
        <S>                                                      <C>              <C>
        LIABILITIES AND CAPITAL
        Capitalization:
          Common stock                                           $  105 812       $  105 812
          Capital surplus                                           270 487          261 671
          Retained earnings                                         312 398          290 786
            Total common stockholder's equity                       688 697          658 269
          Cumulative preferred stock                                 36 777           36 777
          Company-obligated mandatorily redeemable
           preferred securities                                     105 000          105 000
          Long-term debt                                            676 507          616 490
               Total capitalization                               1 506 981        1 416 536

        Current Liabilities:
          Securities due within one year                                  9                9
          Notes payable                                              56 395          111 052
          Obligations under capital leases                           22 005           17 957
          Accounts payable:
            Affiliates                                                9 776           10 668
            Others                                                   58 524           62 642
          Taxes accrued                                              16 707           13 347
          Deferred energy credits                                     3 295          (10 826)
          Interest accrued                                           18 303           16 356
          Vacations accrued                                          11 407           12 004
          Other                                                      10 885            8 700
               Total current liabilities                            207 306          241 909

        Deferred Credits and Other Liabilities:
          Deferred income taxes                                     453 361          454 026
          Unamortized investment tax credits                         46 440           47 864
          Three Mile Island Unit 2 future costs                      86 836           85 273
          Nuclear fuel disposal fee                                  13 305           12 918
          Regulatory liabilities                                     38 766           42 878
          Other                                                      67 316           64 213
               Total deferred credits and other liabilities         706 024          707 172

        Commitments and Contingencies (Note 1)

               Total Liabilities and Capital                     $2 420 311       $2 365 617




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






                                                  -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,  
                                                     1995      1994        1995       1994
     <S>                                           <C>       <C>         <C>        <C>
     Operating Revenues                            $238 451  $227 122    $491 863   $474 302

     Operating Expenses:
       Fuel                                          40 818    39 745      87 287     85 763
       Power purchased and interchanged:
         Affiliates                                   2 643     2 289       4 270      3 098
         Others                                      41 904    36 796      81 042     81 107
       Deferral of energy costs, net                  3 074     2 959      13 898     (4 633)
       Other operation and maintenance               64 779   107 953     118 925    169 772
       Depreciation and amortization                 20 303    17 870      39 493     38 390
       Taxes, other than income taxes                15 462    15 529      31 870     32 371
           Total operating expenses                 188 983   223 141     376 785    405 868

     Operating Income Before Income Taxes            49 468     3 981     115 078     68 434
       Income taxes                                  12 250    (4 768)     31 750     13 668
     Operating Income                                37 218     8 749      83 328     54 766

     Other Income and Deductions:
       Allowance for other funds used during
         construction                                   519       436       1 041        851
       Other income/(expense), net                   (2 406)  (75 464)     (3 629)   (63 134)
       Income taxes                                     989    32 650       1 359     27 444
           Total other income and deductions           (898)  (42,378)     (1 229)   (34 839)

     Income/(Loss) Before Interest Charges and
       Dividends on Preferred Securities             36 320   (33 629)     82 099     19 927

     Interest Charges and Dividends on
       Preferred Securities:
       Interest on long-term debt                    12 383    11 681      23 985     23 391
       Other interest                                 2 004     1 844       3 961      5 186
       Allowance for borrowed funds used
         during construction                           (640)     (483)     (1 283)      (944)
       Dividends on company-obligated mandatorily
        redeemable preferred securities               2 297       -         4 594        -  
         Total interest charges and dividends
           on preferred securities                   16 044    13 042      31 257     27 633

     Net Income/(Loss)                               20 276   (46 671)     50 842     (7 706)
       Preferred stock dividends                        386       909         772      1 817
     Earnings/(Loss) Available for Common Stock    $ 19 890  $(47 580)   $ 50 070   $ (9 523)



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





                                                 -5-<PAGE>


                           PENNSYLVANIA ELECTRIC COMPANY AND SUBSIDIARY COMPANIES
                                    Consolidated Statements of Cash Flows
                                                 (Unaudited)
<CAPTION>
                                                                      In Thousands        
                                                                       Six Months
                                                                      Ended June 30,      
                                                                       1995       1994
          <S>                                                    <C>           <C>
          Operating Activities:
            Net income/(loss)                                    $  50 842     $  (7 706)
            Adjustments to reconcile income/(loss) to
             cash provided:
              Depreciation and amortization                         37 529        34 172
              Amortization of property under capital leases          4 296         4 095
              Three Mile Island Unit 2 costs                           -          56 304
              Voluntary enhanced retirement programs                   -          44 856
              Nuclear outage maintenance costs, net                  1 309         1 539
              Deferred income taxes and investment tax
                credits, net                                        (4 412)      (42 831)
              Deferred energy costs, net                            14,121        (4 539)
              Accretion income                                         -            (200)
              Allowance for other funds used during construction    (1 041)         (852)
            Changes in working capital:
              Receivables                                           (3 005)      (11 649)
              Materials and supplies                                (1 278)       (1 311)
              Special deposits and prepayments                     (19 168)      (14 441)         
              Payables and accrued liabilities                      13 039         3 359
            Other, net                                               2 285        20 302
                 Net cash provided by operating activities          94 517        81 098

          Investing Activities:
            Cash construction expenditures                         (66 956)      (90 202)
            Contributions to decommissioning trusts                 (2 632)       (2 954)
                 Net cash used for investing activities            (69 588)      (93 156)

          Financing Activities:
            Issuance of long-term debt                              59 670       129 100
            Decrease in notes payable, net                         (54 657)      (13 739)
            Capital lease principal payments                        (4 113)       (3 873)
            Contributions from parent corporation                    5 000           -  
            Retirement of long-term debt                               -         (78 000)
            Dividends paid on common stock                         (30 000)      (20 000)
            Dividends paid on preferred stock                         (772)       (1 817)
                 Net cash provided/(required) by
                  financing activities                             (24 872)       11 671

          Net increase/(decrease) in cash and temporary
            cash investments from above activities                      57          (387)
          Cash and temporary cash investments, beginning of year     1 191         1 622
          Cash and temporary cash investments, end of period     $   1 248     $   1 235

          Supplemental Disclosure:
            Interest paid                                        $  28 765     $  27 080
            Income taxes paid                                    $  27 489     $  20 293
            New capital lease obligations incurred               $   7 631     $   2 245


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

                                                     -6-<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 Subsidiaries; and Energy
 Initiatives, Inc. (EI) and EI Power, Inc., which develop, own and operate
 nonutility generating facilities.  All of the Company's affiliates are wholly
 owned subsidiaries of GPU.  The Company and its affiliates, GPUSC, GPUN, EI
 and EI Power, Inc. 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 were 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 June 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
           June 30, 1995                         $156     $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
 affiliates may also incur costs and experience reduced output at their nuclear
 plants because of the prevailing design criteria at the time of construction 

                                       -7-
<PAGE>





 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.  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 Price-Anderson
 Act, the Company and its affiliates had (a) primary financial protection in
 the form of insurance policies with groups of insurance companies providing an
 aggregate of $140 million of primary coverage, (b) secondary financial
 protection in the form of private liability insurance under an industry
 retrospective rating plan providing for premium charges deferred in whole or
 in major part under such plan, and (c) an indemnity agreement with the NRC,
 bringing their total primary and secondary insurance financial protection and
 indemnity agreement with the NRC up to an aggregate of $560 million.

      The insurers of TMI-2 had been providing a defense against all TMI-2
 accident-related claims against GPU and the Company and its affiliates and
 their suppliers 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 Price-
 Anderson Act to the extent that the funds to pay punitive damages do not come
 out of the U.S. Treasury.  The Court also denied the defendants' motion

                                       -8-
<PAGE>





 seeking a dismissal of all cases on the grounds that the defendants complied
 with applicable federal safety standards regarding permissible radiation
 releases from TMI-2 and that, as a matter of law, the defendants therefore did
 not breach any duty that they may have owed to the individual plaintiffs.  The
 Court stated that a dispute about what radiation and emissions were released
 cannot be resolved on a motion for summary judgment.  In July 1994, the Court
 granted defendants' motions for interlocutory appeal of these orders, stating
 that they raise questions of law that contain substantial grounds for
 differences of opinion.  The issues are now before the United States Court of
 Appeals for the Third Circuit.

      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.

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

                                       -9-
<PAGE>





 $74 million, of which the Company's share is $19 million (in 1994 dollars). 
 To date, no site-specific study has been performed for TMI-2.

      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.  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 and will await resolution of the case pending before the
 Pennsylvania Supreme Court before making any further contributions for amounts
 written off by the company in 1994 (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.

      The Financial Accounting Standards Board (FASB) is currently reviewing
 the utility industry's accounting practices for nuclear decommissioning costs. 
 If the FASB's tentative conclusions are adopted, TMI-1 retirement costs may
 have to be recorded as a liability, rather than as accumulated depreciation,
 with an offsetting asset recorded for amounts collectible through rates.  Any
 amounts that cannot be collected through rates may have to be charged to
 expense.  The FASB is expected to release an Exposure Draft on decommissioning
 accounting practices by 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.
 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 $11 million at June 30, 1995. 
 TMI-1 retirement costs are charged to depreciation expense over the expected
 service life of the nuclear plant. 

      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 June 30, 1995, of which the Company's share is $.7 million. 

                                      -10-
<PAGE>





 Estimated TMI-2 Future Costs as of June 30, 1995 and December 31, 1994 for the
 Company are as follows:

                                     June 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 June 30, 1995, $22 million was in trust funds for
 TMI-2 and included in Nuclear Decommissioning Trusts on the balance sheet, and
 $5 million was recoverable from customers and included in Three Mile Unit 2
 Deferred Costs on the balance sheet.  

      In 1993, a PaPUC rate order for Met-Ed allowed for the future recovery
 of certain TMI-2 retirement costs.  The Pennsylvania Office of Consumer
 Advocate requested the Commonwealth Court to set aside the PaPUC's 1993 rate
 order and in 1994, the Commonwealth Court reversed the PaPUC order.  In
 December 1994, the Pennsylvania Supreme Court granted Met-Ed's request to
 review that decision.  Oral argument was held on April 27, 1995, and the
 matter is pending.  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 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.  The Company will await resolution of the
 appeal pending before the Pennsylvania Supreme Court before making any
 nonrecoverable funding contributions to external trusts for its share of these
 costs.  The Company is similarly required to charge to expense its share of
 future increases in the estimate of the costs of retiring TMI-2 if the
 Pennsylvania Supreme Court does not reverse the Commonwealth Court's decision. 
 Earnings on trust fund deposits are recorded as income.  Prior to the
 Commonwealth Court's decision, the Company contributed $20 million to external
 trusts relating to its share of the accident-related portion of the
 decommissioning liability.  This contribution was not recovered from customers
 and has been expensed. 

      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

                                      -11-
<PAGE>





 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 (TMI-2 being excluded
 under an exemption received from the NRC in 1994), 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.

      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 the first
 year, decreasing by 20 percent 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.  While a few of these facilities
 are dispatchable, most are must-run and generally obligate the Company to
 purchase, at the contract price, the net output up to the contract limits.  As
 of June 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 all facilities which have existing agreements, or
 which have obtained orders granting them agreements enter service, are
 $185 million, $192 million, $213 million, $305 million and $314 million,
 respectively.  These agreements, in the aggregate, will provide approximately
 575 MW of capacity and energy to the Company, at varying prices.


                                      -12-
<PAGE>





      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. 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.

      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 $300 million to $450 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;


                                      -13-
<PAGE>





      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.

      In accordance with the provisions of FAS 71, the Company has deferred
 certain costs pursuant to actions of the PaPUC and the 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 June 30, 1995 Consolidated Balance
 Sheet, were as follows:

                                                         (In thousands)   
                                                      Assets   Liabilities
 Income taxes recoverable/refundable
   through future rates                            $  221,210   $ 36,590
 TMI-2 deferred costs                                  13,040       -
 TMI-2 tax refund                                        -         1,363
 Unamortized property losses                            1,853       -
 Unamortized loss on reacquired debt                    9,651       -
 DOE enrichment facility decommissioning                5,386       -
 Other                                                  3,742        813
      Total                                        $  254,882   $ 38,766

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


                                      -14-
<PAGE>





 TMI-2 deferred costs: Represents costs that are being recovered through
 wholesale rates for the remaining investment in the plant and fuel core, in
 addition to amounts for the Company's share of the NRC's radiological
 decommissioning funding target, allowances for the cost of removal of
 nonradiological structures and materials, and long term monitored storage
 costs.  For additional information, see TMI-2 Future Costs.

 TMI-2 tax refund: Represents the tax refund related to the tax abandonment of
 TMI-2.  This balance is being amortized by the Company concurrent with its
 return to customers through a base rate credit.

 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 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. 

      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

                                      -15-
<PAGE>





 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 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 requires additional NOx
 reductions 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
 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 $144 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 benefits.  The
 Company's share of the cost of coal purchased under these agreements is
 expected to aggregate $45 million for 1995.



                                      -16-
<PAGE>





      During the normal course of the operation of its businesses, in addition
 to the matters described above, the Company is from time to time involved in
 disputes, claims and, in some cases, as a defendant in litigation in which
 compensatory and punitive 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 types of matters would have a material effect on the Company's
 financial position or results of operations.

















































                                      -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 available for common stock for the second quarter ended June 30,
 1995 were $19.9 million compared to a net loss of $47.6 million for the second
 quarter of 1994.  Earnings for the three months ended June 30, 1995, as
 compared to 1994, were higher primarily as a result of a write-off of
 $32.1 million after-tax  from an unfavorable Pennsylvania Commonwealth Court
 order disallowing the collection of revenues for certain Three Mile Island
 Unit 2 (TMI-2) retirement costs, a $25.6 million after-tax charge to earnings
 for costs related to  voluntary enhanced retirement programs, and a
 $10.6 million after-tax write-off of postretirement benefit costs not
 considered likely to be recovered through ratemaking, all in the second
 quarter of 1994.

      For the six months ended June 30, 1995, the Company experienced net
 income of $50.1 million compared with a net loss of $9.5 million for the
 comparable period in 1994.  The same factors affecting the quarterly results
 also affected results for the six month period.  In addition, the six month
 earnings comparison was negatively affected by lower sales because of the
 milder winter weather compared to 1994 and higher reserve capacity expense. 
 Also affecting the six months earnings comparison was nonrecurring interest
 income (net of nonrecurring interest expense) in 1994 of $6.5 million after-
 tax resulting from refunds of previously paid federal income taxes related to
 the tax retirement of TMI-2.  
        
 OPERATING REVENUES:

      Total revenues for the second quarter of 1995 increased 5.0% to
 $238.5 million as compared to the second quarter of 1994.  Total revenues for
 the six months ended June 30, 1995 increased 3.7% to $491.9 million compared
 with the same period in 1994.  The components of these changes are as follows:

                                                     (In Millions)         
                                               Three Months   Six Months
                                                  Ended         Ended
                                              June 30, 1995  June 30, 1995
 Kilowatt-hour (KWH) revenues
  (excluding energy portion)                     $ (0.8)         $ (6.1)
 Energy revenues                                    6.0            17.9
 Other revenues                                     6.2             5.8
      Increase in revenues                       $ 11.4          $ 17.6




                                      -18-
<PAGE>





 Kilowatt-hour Revenues

      KWH revenues decreased in the six month period ending June 30, 1995 due
 primarily to lower residential sales resulting from warmer winter temperatures
 this year compared to last year.

 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, 1995 primarily as a result of increased sales to other
 utilities and higher energy cost rates, partially offset by lower sales to
 customers.

 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 six months ended June 30, 1995 were negatively
 impacted 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

      The decrease in other O&M expense for the three and six months ended June
 30, 1995 was primarily a result of a $44.9 million pre-tax charge for costs
 related to the voluntary enhanced retirement programs in the second quarter of
 1994.  Other O&M expense for the six month period also decreased as a result
 of lower winter storm repair costs and payroll and benefit savings resulting
 from the 1994 workforce reduction.  These decreases in other O&M were
 partially offset by higher other post employment benefit expenses.

 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.





                                      -19-
<PAGE>





 OTHER INCOME AND DEDUCTIONS:

 Other income/(expense), net

      The increase in other income for both the three and six months ended June
 30, 1995 were primarily attributable to write-offs in 1994 consisting of
 $56.3 million pre-tax for certain TMI-2 retirement costs resulting from a
 Pennsylvania court order, and $18.6 million pre-tax for other post employment
 benefit costs not considered likely to be recovered in rates.  The six month
 increase was partially offset by lower first quarter 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 six months ended June 30, 1995 decreased
 due primarily 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.

 Dividends on company-obligated mandatorily redeemable preferred securities

      In 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 six months ended June 30, 1995
 consisted of cash construction expenditures of $67 million.  Construction
 expenditures for the year are forecasted to be $144 million. The Company has
 no long-term debt maturing in 1995. Management estimates that approximately
 three-fourths of the capital needs in 1995 will be satisfied through
 internally generated funds.

 FINANCING:

      During the second quarter of 1995, GPU sold one million shares of common
 stock through an underwritten public offering.  The net proceeds of
 $29.6 million were used to make cash capital contributions to the Company and
 its affiliates, of which the Company's share was $5.0 million.

      The Company has regulatory authority to issue and sell first mortgage
 bonds, which may be issued as secured medium-term notes, and preferred stock
 through June 1997.  Under existing authorizations, the Company may issue
 senior securities in the amount of $230 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.  The Company also has

                                      -20-
<PAGE>





 regulatory authority to incur short-term debt, a portion of which may be
 through the issuance of commercial paper.

      The Company's bond indentures 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.  The ability to issue securities in the future will depend on
 coverages at that time.  The ability of the Company to issue, through its
 special-purpose subsidiary, monthly income preferred securities, is not
 affected by such coverage restrictions.

 COMPETITIVE ENVIRONMENT:

      In March 1995, prior to the Federal Energy Regulatory Commission's (FERC)
 issuance of the Notice of Proposed Rulemaking on open access non-
 discriminatory transmission services, the Company and its affiliates filed
 with the FERC proposed open access transmission tariffs.  Such proposed
 tariffs provided for both firm and interruptible service on a point-to-point
 basis.  Network service, where requested, would be negotiated on a case by
 case basis.  In July 1995, the Company and its affiliates submitted to the
 FERC further support and justification for their tariffs in response to a FERC
 Staff request.  The Company and its affiliates do not know whether, or to what
 extent, the FERC will require modifications to any of the proposed terms and
 conditions of these transmission tariffs.

      In June 1995, the Securities and Exchange Commission (SEC) approved an
 SEC Staff report containing a series of legislative and administrative
 recommendations to reform the Public Utility Holding Company Act of 1935
 (Holding Company Act).  The SEC Staff recommended that the SEC support repeal
 of the Holding Company Act with a minimum one year transition period, and a
 transfer of audit, reporting and certain other responsibilities to the FERC
 while giving state commissions access to holding company books and records. 
 In the interim, the Staff recommended that the SEC adopt a series of
 administrative reforms that would streamline such things as the issuance of
 securities for routine financings and permit a wide range of energy related
 diversification activities.  The Staff also recommended that the SEC more
 flexibly interpret the Holding Company Act's integrated system requirements by
 allowing utility acquisitions and specifically, combination electric and gas
 systems, where the affected state commissions concur.

      In response to the Staff report, the SEC has adopted certain changes
 which will streamline routine financings, and has proposed a number of others. 
 GPU and other registered holding companies, believe, however, that repeal of
 the Holding Company Act is necessary to remove a significant impediment to
 competition.

 THE SUPPLY PLAN:

 New Energy Supplies:

      The Company is currently reevaluating its participation beyond the first
 budget phase of a proposed $146 million research and development project to
 repower its 82 MW Warren generating station. The repowering project, if
 undertaken, would enable the station to comply with state and federal
 standards for reduced emissions, and increase electrical output to 

                                      -21-
<PAGE>





 approximately 100 MW. The U.S. Department of Energy (DOE) has agreed to fund
 50% of the project through its Clean Coal Technology Program.  A number of
 unresolved issues, including the unavailability of a key component, a lagging
 schedule, and changing economics, have necessitated a reevaluation of the
 project. In June 1995, the Company and the DOE extended the first budget phase
 of the project to January 31, 1996 in order to give the DOE time to address
 the Company's technical, economic, and project viability concerns.  To date,
 the Company has spent $2.0 million on the repowering project.

 Managing Nonutility Generation

      The Company is seeking to reduce the above market costs of nonutility
 generation (NUG) 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 its energy clause and (4) initiating proceedings before federal
 and state administrative agencies, and in the courts.  In addition, the
 Company intends 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 for substantial damages.  There can,
 however, be no assurance as to what extent the Company's 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 overturn two contracts with
 nonutility generators, aggregating 160 MW of capacity, and to act against the
 PaPUC's implementation of PURPA.  Specifically, the Company contended that the
 PaPUC's procedures resulting in orders to enter into contracts with qualifying
 facilities at prices based on the costs of a "coal proxy" plant violate PURPA
 and the FERC's implementing regulations. In June 1995, the FERC denied the
 petition.  The Company has filed a petition for rehearing with the FERC.

      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 its customers by finding that the Company had a 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 Administrative Law Judge (ALJ) for a recommended
 decision.

      As part of an effort to reduce above-market payments under nonutility
 generation agreements, the Company and its affiliates are seeking to implement
 a program under which the natural gas fuel and transportation for the
 Company's and its affiliates' gas-fired facilities, as well as up to
 approximately 1,100 MW of nonutility generation capacity, would be pooled and
 managed by a nonaffiliated fuel manager. The Company and its affiliates

                                      -22-
<PAGE>





 believe the plan has the potential to provide substantial savings for their
 customers.  The Company and its affiliates are conducting negotiations with a
 nonaffiliated company to serve as fuel manager.

      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 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 March 16, 1995, the
             following were elected directors of the Company for the ensuing
             year:

                               R. C. Arnold
                               J. F. Furst
                               J. G. Graham
                               F. D. Hafer
                               J. R. Leva
                               G. R. Repko
                               R. S. Zechman

 ITEM 6 -    EXHIBITS AND REPORTS ON FORM 8-K
     
             (a) Exhibits
           
                 (12) Statements Showing Computation of Ratio of Earnings to    
                      Fixed Charges and Ratio of Earnings to Combined Fixed     
                      Charges and Preferred Stock Dividends.

                 (27) Financial Data Schedule.

             (b) Reports on Form 8-K:

                 None.















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



 August 8, 1995                By:  \s\ D. L. O'Brien                  
                                    D. L. O'Brien, Comptroller
                                    (Principal Accounting Officer)
                                    
































                                      -25-
<PAGE>


<TABLE> <S> <C>


          <ARTICLE> UT
          <CIK> 0000077227
          <NAME> PENNSYLVANIA ELECTRIC COMPANY
          <MULTIPLIER> 1,000
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          <S>                              <C>        
          <PERIOD-TYPE>                          6-MOS
          <FISCAL-YEAR-END>                DEC-31-1995
          <PERIOD-START>                   JAN-01-1995
          <PERIOD-END>                     JUN-30-1995
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          <TOTAL-NET-UTILITY-PLANT>          1,770,661
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                                     36,777
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                            0
          <CAPITAL-LEASE-OBLIGATIONS>            5,975
          <LEASES-CURRENT>                      22,005
          <OTHER-ITEMS-CAPITAL-AND-LIAB>       828,946
          <TOT-CAPITALIZATION-AND-LIAB>      2,420,311
          <GROSS-OPERATING-REVENUE>            491,863
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          <OTHER-OPERATING-EXPENSES>           376,785
          <TOTAL-OPERATING-EXPENSES>           408,535
          <OPERATING-INCOME-LOSS>               83,328
          <OTHER-INCOME-NET>                   (1,229)
          <INCOME-BEFORE-INTEREST-EXPEN>        82,099
          <TOTAL-INTEREST-EXPENSE>              31,257  <F2>
          <NET-INCOME>                          50,842
                        772
          <EARNINGS-AVAILABLE-FOR-COMM>         50,070
          <COMMON-STOCK-DIVIDENDS>              30,000  <F3>
          <TOTAL-INTEREST-ON-BONDS>             47,033
          <CASH-FLOW-OPERATIONS>                94,517
          <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 $4,594.
          <F3> REPRESENTS COMMON STOCK DIVIDENDS PAID TO PARENT CORPORATION.
          </FN>
                  <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

                                                        Six Months Ended        
                                                    June 30,         June 30,
                                                      1995             1994     


 OPERATING REVENUES                                 $491 863         $474 302

 OPERATING EXPENSES                                  376 785          405 868
   Interest portion of rentals (A)                     1 067            1 815
       Net expense                                   375 718          404 053

 OTHER INCOME AND DEDUCTIONS:
   Allowance for funds used
     during construction                               2 324            1 795
   Other deductions, net                              (3 629)         (63 134)
       Total other income and deductions              (1 305)         (61 339)

 EARNINGS AVAILABLE FOR FIXED CHARGES
   AND PREFERRED STOCK DIVIDENDS (excluding 
   taxes based on income)                           $114 840         $  8 910

 FIXED CHARGES:
   Interest on funded indebtedness                  $ 23 985         $ 23 391
   Other interest (B)                                  8 555            5 186
   Interest portion of rentals (A)                     1 067            1 815
       Total fixed charges                          $ 33 607         $ 30 392

 RATIO OF EARNINGS TO FIXED CHARGES                     3.42             0.29(D)

 Preferred stock dividend requirement                    772            1 817
 Ratio of income (loss) before provision for
   income taxes to net income (loss) (C)               159.8%           278.8%
 Preferred stock dividend requirement
   on a pre-tax basis                                  1 234            5 065
 Fixed charges, as above                              33 607           30 392
       Total fixed charges and
         preferred stock dividends                  $ 34 841         $ 35 457

 RATIO OF EARNINGS TO COMBINED FIXED CHARGES
   AND PREFERRED STOCK DIVIDENDS                        3.30             0.25(D)
<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 $4,594.

(C)  Represents income (loss) before provision for income taxes of $81,233 and
     $(21,482), for the six months ended June 30, 1995 and June 30, 1994,  
     respectively, divided by net income (loss) of $50,842 and $(7,706),
     respectively.

(D)  Pre-tax earnings for the six months ended June 30, 1994 were 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.
<PAGE>



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