PENNSYLVANIA ELECTRIC CO
10-Q, 1995-05-05
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     March 31, 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 April 30, 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
                                 March 31, 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


                                                             In Thousands      
                                                       March 31,  December 31,
                                                         1995         1994    
                                                     (Unaudited)    

 ASSETS

 Utility Plant:
   In service, at original cost                      $2 584 733    $2 549 316
   Less, accumulated depreciation                       941 698       927 498
     Net utility plant in service                     1 643 035     1 621 818
   Construction work in progress                         83 979        98 329
   Other, net                                            26 162        27 717
        Net utility plant                             1 753 176     1 747 864

 Other Property and Investments:
   Nuclear decommissioning trusts                        32 945        29 871
   Other, net                                             4 593         4 596  
        Total other property and investments             37 538        34 467

 Current Assets:
   Cash and temporary cash investments                    5 288         1 191
   Special deposits                                       2 885         3 242
   Accounts receivable:
     Customers, net                                      70 554        68 547
     Other                                               23 539        21 897
   Unbilled revenues                                     25 015        29 181
   Materials and supplies, at average cost or less:
     Construction and maintenance                        54 285        49 342
     Fuel                                                13 545        20 092
   Deferred income taxes                                  3 081         3 157 
   Prepayments                                           30 460           115
        Total current assets                            228 652       196 764


 Deferred Debits and Other Assets:
   Regulatory assets:
     Three Mile Island Unit 2 deferred costs             13 128        13 214
     Income taxes recoverable through future rates      224 081       227 177
     Other                                               23 063        23 752
       Total regulatory assets                          260 272       264 143
   Deferred income taxes                                112 688       114 231
   Other                                                 16 501         8 148
        Total deferred debits and other assets          389 461       386 522



        Total Assets                                 $2 408 827    $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


                                                            In Thousands       
                                                      March 31,  December 31,
                                                         1995        1994    
                                                     (Unaudited)

 LIABILITIES AND CAPITAL
 Capitalization:
   Common stock                                      $  105 812    $  105 812
   Capital surplus                                      265 486       261 671
   Retained earnings                                    301 650       290 786
     Total common stockholder's equity                  672 948       658 269
   Cumulative preferred stock                            36 777        36 777
   Preferred securities of subsidiary                   105 000       105 000
   Long-term debt                                       676 499       616 490
        Total capitalization                          1 491 224     1 416 536


 Current Liabilities:
   Debt due within one year                                   9             9
   Notes payable                                         74 566       111 052
   Obligations under capital leases                      17 014        17 957
   Accounts payable:
     Affiliates                                           7 536        10 668
     Others                                              46 149        62 642
   Taxes accrued                                         36 893        13 347
   Deferred energy credits                                   19       (10 826)
   Interest accrued                                      10 848        16 356
   Vacations accrued                                     11 711        12 004
   Other                                                  6 399         8 700
        Total current liabilities                       211 144       241 909

 Deferred Credits and Other Liabilities:
   Deferred income taxes                                453 026       454 026
   Unamortized investment tax credits                    46 886        47 864
   Three Mile Island Unit 2 future costs                 86 118        85 273
   Nuclear fuel disposal fee                             13 110        12 918
   Regulatory liabilities                                40 417        42 878  
   Other                                                 66 902        64 213
        Total deferred credits and other liabilities    706 459       707 172

 Commitments and Contingencies (Note 1)






        Total Liabilities and Capital                $2 408 827    $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)

                                                               In Thousands 
                                                               Three Months
                                                              Ended March 31,
                                                            1995        1994

   Operating Revenues                                     $253 412   $247 180

   Operating Expenses:
     Fuel                                                   46 469     46 018
     Power purchased and interchanged:
       Affiliates                                            1 627        809
       Others                                               39 138     44 311 
     Deferral of energy costs, net                          10 824     (7 592)
     Other operation and maintenance                        54 146     61 819  
     Depreciation and amortization                          19 190     20 520
     Taxes, other than income taxes                         16 408     16 842
        Total operating expenses                           187 802    182 727

   Operating Income Before Income Taxes                     65 610     64 453
     Income taxes                                           19 500     18 436
   Operating Income                                         46 110     46 017

   Other Income and Deductions:
     Allowance for other funds used during
       construction                                            522        415
     Other income (expense), net                            (1 223)    12 330 
     Income taxes                                              370     (5 206)
        Total other income and deductions                     (331)     7 539 

   Income Before Interest Charges and Dividends
     on Preferred Securities                                45 779     53 556

   Interest Charges and Dividends on Preferred Securities:
     Interest on long-term debt                             11 602     11 710
     Other interest                                          1 957      3 342
     Allowance for borrowed funds used
       during construction                                    (643)      (461)
     Dividends on preferred securities
       of subsidiary                                         2 297          -
        Total interest charges and dividends on
          preferred securities                              15 213     14 591

   Net Income                                               30 566     38 965
     Preferred stock dividends                                 386        908
   Earnings Available for Common Stock                    $ 30 180   $ 38 057



   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)

                                                                 In Thousands 
                                                                 Three Months
                                                               Ended March 31,
                                                             1995         1994
 Operating Activities:
   Income before preferred stock dividends                $  30 566 $  38 965 
   Adjustments to reconcile income to cash provided:
     Depreciation and amortization                           18 675    16 977
     Amortization of property under capital leases            2 485     2 008
     Nuclear outage maintenance costs, net                      753       786 
     Deferred income taxes and investment tax
       credits, net                                          (4 699)    7 065
     Deferred energy costs, net                              10 845    (7 540)
     Accretion income                                          -         (200)
     Allowance for other funds used during construction        (521)     (416)
   Changes in working capital:
     Receivables                                                517   (14 469)
     Materials and supplies                                   1 604     2 022 
     Special deposits and prepayments                       (25 767)  (16 330)
     Payables and accrued liabilities                         7 258    12 562 
   Other, net                                                  (525)   (3 777)
        Net cash provided by operating activities            41 191    37 653

 Investing Activities:
   Cash construction expenditures                           (36 213)  (46 498)
   Contributions to decommissioning trusts                   (1 316)   (1 638)
        Net cash used for investing activities              (37 529)  (48 136)

 Financing Activities:
   Issuance of long-term debt                                59 670    89 400
   Decrease in notes payable, net                           (36 486)  (32 663)
   Capital lease principal payments                          (2 363)   (2 420)
   Retirement of long-term debt                                -      (38 000)
   Dividends paid on common stock                           (20 000)   (5 000)
   Dividends paid on preferred stock                           (386)     (908)
        Net cash provided by financing activities               435    10 409

 Net increase (decrease) in cash and temporary
   cash investments from above activities                     4 097       (74)
 Cash and temporary cash investments, beginning of year       1 191     1 622
 Cash and temporary cash investments, end of period       $   5 288 $   1 548

 Supplemental Disclosure:
   Interest paid (net of amount capitalized)              $  20 409 $  14 525
   Income taxes paid                                      $   2 903 $   4 279
   New capital lease obligations incurred                 $   1 660 $   1 342



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





                                            -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 March 31, 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
           March 31, 1995                        $153     $8  
           December 31, 1994                     $154     $8 

      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 its 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-


                                       -7-
<PAGE>





 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 not likely to begin before 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
 seeking a dismissal of all cases on the grounds that the defendants complied 


                                       -8-
<PAGE>





 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' motion 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 TMI-1 to range from approximately
 $225 to $309 million, of which the Company's share would range from $56
 million to $77 million (in 1994 dollars).  In addition, the study estimated 



                                       -9-
<PAGE>





 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 1994 dollars).

      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.  Amounts deposited in external trusts,
 including the interest earned on these funds, are classified as Nuclear
 Decommissioning Trusts on the balance sheet.

 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 expenditures of these funds has
 been made in accumulated depreciation, amounting to $10 million at March 31,
 1995.  TMI-1 retirement costs are charged to depreciation expense over the
 expected service life of each 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 nonradiological cost of
 removal consistent with the TMI-1 site-specific study and have spent $2
 million, of which the Company's share is $.5 million, as of March 31, 1995. 
 Estimated TMI-2 Future Costs as of March 31, 1995 and December 31, 1994 for
 the Company are as follows:

                                     March 31, 1995     December 31, 1994
                                        (Millions)          (Millions)        
 Radiological Decommissioning            $ 63                  $ 62
 Nonradiological Cost of Removal           18                    18
 Incremental Monitored Storage              5                     5
      Total                              $ 86                  $ 85

                                      -10-
<PAGE>





      The above amounts are reflected as Three Mile Island Unit 2 Future Costs
 on the balance sheet.  At March 31, 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 Island
 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.  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 will be 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. 
 Future earnings on trust fund deposits for the Company will be 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
 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.



                                      -11-
<PAGE>





      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 $68 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 its
 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 March 31, 1995, facilities covered by these agreements having 295 MW of
 capacity were in service and 102 MW were scheduled to commence operation in
 1995.  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,
 $237 million, $302 million and $312 million, respectively.  These agreements,
 in the aggregate, will provide approximately 574 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 


                                      -12-
<PAGE>





 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, 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.  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 the 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;

      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.

                                      -13-
<PAGE>





      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 rate actions of the PaPUC and 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 March 31, 1995 Consolidated Balance Sheet, were as follows:

                                                        (In thousands)    
                                                   Assets     Liabilities

 Income taxes recoverable/refundable
   through future rates                          $  224,081     $ 36,714
 TMI-2 deferred costs                                13,128         -
 TMI-2 tax refund                                      -           2,256
 Unamortized property losses                          1,785         -
 Unamortized loss on reacquired debt                  9,992         -
 DOE enrichment facility decommissioning              5,744         -
 Other postretirement benefits                        1,380         -
 Other                                                4,162        1,477
      Total                                      $  260,272     $ 40,417


 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 being recovered for the
 Company's remaining investment in the plant and fuel core, in addition to
 amounts allowed by FERC 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.



                                      -14-
<PAGE>





 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 clauses. 

 Other postretirement benefits: Includes costs associated with the adoption of
 FAS 106, "Employers' Accounting for Postretirement Benefits Other Than
 Pensions."   Recovery of these costs is subject to regulatory approval. 

       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 September
 1994, the Ozone Transport Commission (OTC), consisting of representatives of
 12 northeast states (including New Jersey and Pennsylvania) and the District 


                                      -15-
<PAGE>





 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, if any, additional costs 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 3 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.  The Company's share of the cost of
 coal purchased under these agreements is expected to aggregate $50 million for
 1995.





                                      -16-
<PAGE>





       At the request of the PaPUC, the Company, as well as other affected
 Pennsylvania electric utilities, have supplied to the PaPUC proposals for the
 establishment of a nuclear performance standard.  The PaPUC has not yet acted
 on these proposals.  

       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 first quarter ended March 31,
 1995, were $30.2 million compared to $38.1 million for the first quarter of
 1994.  The decrease in first quarter earnings was due primarily to lower
 interest income as compared to last year, when the Company recognized
 nonrecurring net interest income of $6.5 million after-tax which resulted from
 refunds of previously paid federal income taxes related to the tax retirement
 of Three Mile Island Unit 2 (TMI-2).  Also contributing to the earnings
 decline were lower sales due to warmer winter weather this year as compared to
 last year and higher reserve capacity expense.

     These reductions were partially offset by lower operation and maintenance
 expense (O&M) and lower winter storm repair costs.

 OPERATING REVENUES:

     Total revenues for the first quarter of 1995 decreased 2.5% to $253.4
 million as compared to the first quarter of 1994.  The components of the
 changes are as follows:

                                                (In Millions)
    Kilowatt-hour (KWH) revenues
      (excluding energy portion)                   $ (5.3)    
    Energy revenues                                  11.9 
    Other revenues                                    (.4)
         Increase in revenues                      $  6.2

 Kilowatt-hour revenues

     KWH revenues decreased due primarily to lower residential sales resulting
 from warmer winter temperatures this year as compared to last year.

 Energy revenues

     Changes in energy revenues do not affect earnings as they reflect
 corresponding changes in the energy cost rates billed to customers and
 expensed.  Energy revenues increased primarily as a result of increased sales
 to other utilities and higher energy cost rates, partially offset by lower
 sales to customers.





                                      -18-
<PAGE>





 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 first quarter were negatively impacted by higher
 reserve capacity expense resulting primarily from higher payments to the
 Pennsylvania-New Jersey-Maryland Interconnection.

 Other operation and maintenance  

     The decrease in other O&M expense included payroll and benefits savings
 resulting from a workforce reduction in 1994 and lower winter storm repair
 costs. 

 Depreciation and amortization

     Depreciation and amortization expense decreased primarily as a result of
 lower depreciation rates.

 Taxes, other than income taxes

     Generally, changes in taxes other than income taxes do not significantly
 affect earnings as they are substantially recovered in revenues.  

 OTHER INCOME AND DEDUCTIONS:

 Other income/(expense), net

     The decrease was primarily attributable to lower interest income as
 compared to last year, when the Company recognized $14.9 million of interest
 income from 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 PREFERRED DIVIDENDS:

 Other interest

     Other interest expense decreased primarily 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.





                                      -19-
<PAGE>





 Dividends on preferred securities of subsidiary

     During 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 first quarter of 1995 consisted of
 cash construction expenditures of $36 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 first quarter of 1995, the Company issued $60 million of long-
 term debt.  The proceeds from these issuances were used to reduce short-term
 debt.

     GPU has obtained regulatory authorization from the Securities and
 Exchange Commission (SEC) to issue up to five million shares of additional
 common stock through 1996.  The proceeds from any sale of such additional
 common stock are expected to be used to increase the Company and its
 affiliates' common equity ratios and reduce GPU short-term debt.  GPU will
 monitor the capital markets as well as its capitalization ratios relative to
 its targets to determine whether, and when, to issue such shares.

     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 1995.  The Company is seeking to extend such authorization
 through June 1997.  Under existing authorization, 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 subsidiary, has
 remaining regulatory authority to issue an additional $20 million of monthly
 income preferred securities.  The Company also has regulatory authority to
 incur short-term debt, a portion of which may be through the issuance of
 commercial paper.

     The Company'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.  As a result of the second quarter 1994
 write-off of TMI-2 retirement costs, together with certain other costs
 recognized in the same period, the Company will be unable to meet the interest
 and preferred dividend coverage requirements of its indenture and charter,
 respectively, until the third quarter of 1995.  Therefore, the Company's
 ability to issue senior securities through June 1995 will be limited to the
 issuance of first mortgage bonds on the basis of $8 million of previously
 issued and retired bonds.  The ability of the Company to issue, through its
 special-purpose subsidiary, its remaining authorized monthly income preferred
 securities, is not affected by such coverage restrictions.



                                      -20-
<PAGE>





 COMPETITIVE ENVIRONMENT:

     In March 1995, the Federal Energy Regulatory Commission (FERC) issued a
 Notice of Proposed Rulemaking (NOPR) on open access non-discriminatory
 transmission services by public utilities and transmitting utilities, and a
 supplemental NOPR on recovery of stranded costs superseding an earlier June
 1994 NOPR, and other related NOPRs.  The new rules, if adopted, would in
 essence provide open access to the interstate electric transmission network
 and thereby encourage a fully competitive wholesale electric power market.

     Among other things, the FERC's proposal would (a) require electric
 utilities to file non-discriminatory open access transmission tariffs for both
 network and point-to-point service which would be available to all wholesale
 sellers and buyers of electricity; (b) require utilities to accept service
 under these new tariffs for their own wholesale transactions and (c) permit
 utilities to recover their legitimate and verifiable "stranded costs" incurred
 when a franchise customer elects to purchase power from another supplier using
 the utility's transmission system.

     While the proposed rule does not provide for "corporate unbundling",
 which the FERC defines as the disposing of ancillary services or creating
 separate affiliates to manage transmission services, it does provide for
 "functional unbundling".  In the NOPR, the FERC describes "functional
 unbundling" to mean that (a) the utility must make the same charges for
 transmission services to its new wholesale customers as are provided by the
 tariff under which it offers these services to others; (b) the tariff must
 include separate rates for transmission and ancillary services; and (c) the
 utility is restricted to using the same electronic network as is used by its
 customers to obtain system transmission information when engaging in wholesale
 transactions, and the utility may not have access to any internal system
 transmission data which is not otherwise available to non-affiliated third
 parties.

     With respect to stranded costs, the FERC proposed to provide recovery
 mechanisms where stranded costs result from municipalization or other
 instances where former retail customers become wholesale customers, as well as
 for wholesale stranded costs.  The states would be expected to provide for
 recovery of stranded costs attributable to retail wheeling or direct access
 programs, and the FERC would intervene only when the state regulatory agency
 lacked necessary authority.

     Also in March 1995, prior to the FERC's issuance of the NOPR, the Company
 filed with the FERC proposed open access transmission tariffs.  Such proposed
 tariffs provide 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.  While the Company believes that the proposed transmission tariffs
 are consistent with the FERC's previously issued Transmission Pricing Policy
 Statement, it does not know whether or to what extent the FERC will require
 modifications to any of the proposed terms and conditions of transmission
 tariffs.







                                      -21-
<PAGE>





     In March 1994, GPU announced its intention to form a new subsidiary, GPU
 Generation Corporation (GPUGC), to operate, maintain and repair the non-
 nuclear generation facilities owned by the Company and its affiliates as well
 as undertake responsibility to construct any new non-nuclear generation
 facilities which the Company and its affiliates may need in the future. 
 During 1994, the Company and its affiliates received regulatory approvals from
 the Pennsylvania Public Utility Commission (PaPUC) and New Jersey Board of
 Public Utilities to enter into an operating agreement with GPUGC.  In June
 1994, however, Allegheny Electric Cooperative (AEC), a wholesale customer of
 the Company, filed a request for evidentiary hearing in the application filed
 with the SEC to form GPUGC.  The intervention does not challenge the formation
 of GPUGC, but purports to be concerned with costs that GPUGC will charge the
 Company and its affiliates, from which AEC ultimately purchases power.  The
 Company and its affiliates have opposed AEC's request and the matter is
 pending before the SEC.

     In April 1995, legislation was introduced in the U.S. Senate that would
 repeal Section 210 of the Public Utility Regulatory Policies Act of 1978
 (PURPA).  Under that section of PURPA, among other things, electric utilities
 are required to purchase power from certain qualifying nonutility generators.

 THE SUPPLY PLAN:

 Managing Nonutility Generation

     The Company is 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.  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 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.

     In May 1995, the Company filed a petition for enforcement and declaratory
 order with the FERC requesting that the FERC declare the PaPUC's PURPA
 implementation procedures unlawful.  Specifically, the Company contends that
 the PaPUC's procedures that result 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.  The Company has
 requested that the FERC declare void power purchase agreements and related
 obligations representing 160 MW of capacity and energy which the PaPUC has
 ordered the Company to enter into under this procedure.

     The Company has contracts and anticipated commitments with nonutility
 generation suppliers under which a total of 295 MW of capacity are currently
 in service and an additional 279 MW are currently scheduled or anticipated to
 be in service by 1999.





                                      -22-
<PAGE>





 Conservation and Load Management

     In a December 1993 order, the PaPUC adopted guidelines for the recovery
 of demand side management (DSM) costs and directed utilities to implement DSM
 programs.  The Company subsequently filed a DSM program that was expected to
 be approved by the PaPUC in the first quarter of 1995.  However, an industrial
 intervenor had contested the PaPUC's guidelines and, in January 1995, the
 Pennsylvania Commonwealth Court reversed the PaPUC order.  The PaPUC is
 appealing that decision to the Pennsylvania Supreme Court.  As a result, the
 nature and scope of the Company's DSM program is uncertain at this time.

 ACCOUNTING ISSUES:

     In March 1995, the Financial Accounting Standards Board (FASB) issued FAS
 121, "Accounting for the Impairment of Long-Lived Assets", which is effective
 for fiscal years beginning after June 15, 1995.  FAS 121 requires that long-
 lived assets, identifiable intangibles, capital leases and goodwill be
 reviewed for impairment whenever events occur or changes in circumstances
 indicate that the carrying amount of the assets may not be recoverable.  In
 addition, FAS 121 requires that regulatory assets meet the recovery criteria
 of FAS 71, "Accounting for the Effects of Certain Types of Regulation", on an
 ongoing basis in order to avoid a writedown.

     FAS 121 implementation in 1996 is not expected to have an impact on the
 Company since the carrying amount of all assets, including regulatory assets,
 is considered recoverable.  However, as the Company enters a more competitive
 environment, some assets could potentially be subject to impairment, thereby
 necessitating writedowns or writeoffs, which could have a material adverse
 effect on the Company's results of operations and financial position.




























                                      -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

                 (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:
                 For the month of April 1995, dated April 20, 1995, under Item  
                 5 (Other Events). 





























                                      -24-
<PAGE>





                                   Signatures



 Pursuant to the requirements of the Securities Exchange Act of 1934, the
 registrant has duly caused this report to be signed on its behalf by the
 undersigned thereunto duly authorized.


                                 PENNSYLVANIA ELECTRIC COMPANY



 May 4, 1995                     By:   /s/ F. D. Hafer                   
                                      F. D. Hafer, President
                                      



 May 4, 1995                     By:   /s/ D. L. O'Brien                 
                                      D. L. O'Brien, Comptroller
                                      (Principal Accounting Officer)
                                      


































                                      -25-
<PAGE>








                                                               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


                                                        Three Months Ended      
                                                    March 31,        March 31,
                                                      1995             1994     


 OPERATING REVENUES                                 $253 412         $247 180

 OPERATING EXPENSES                                  187 802          182 727
   Interest portion of rentals (A)                     1 237              902
       Net expense                                   186 565          181 825

 OTHER INCOME:
   Allowance for funds used
     during construction                               1 165              876
   Other income, net                                  (1 223)          12 330
       Total other income                                (58)          13 206

 EARNINGS AVAILABLE FOR FIXED CHARGES
   AND PREFERRED STOCK DIVIDENDS (excluding 
   taxes based on income)                           $ 66 789         $ 78 561

 FIXED CHARGES:
   Interest on funded indebtedness                  $ 11 602         $ 11 710
   Other interest                                      4 254            3 342
   Interest portion of rentals (A)                     1 237              902
       Total fixed charges                          $ 17 093         $ 15 954

 RATIO OF EARNINGS TO FIXED CHARGES                     3.91             4.92

 Preferred stock dividend requirement                    386              908
 Ratio of income before provision for
   income taxes to net income (B)                      162.6%           160.7%
 Preferred stock dividend requirement
   on a pretax basis                                     628            1 459
 Fixed charges, as above                              17 093           15 954
       Total fixed charges and
         preferred stock dividends                  $ 17 721         $ 17 413

 RATIO OF EARNINGS TO COMBINED FIXED CHARGES
   AND PREFERRED STOCK DIVIDENDS                        3.77             4.51
<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 preferred securities of subsidiary of $2,297.

 (C)   Represents income before provision for income taxes of $49,696 and
       $62,607, for the three months ended March 31, 1995 and March 31, 1994,  
       respectively, divided by net income of $30,566 and $38,965,
       respectively.
<PAGE>


<TABLE> <S> <C>


          <ARTICLE> UT
          <MULTIPLIER> 1,000
          <CURRENCY> US DOLLARS
                 
          <S>                              <C>        
          <PERIOD-TYPE>                          3-MOS
          <FISCAL-YEAR-END>                DEC-31-1995
          <PERIOD-START>                   JAN-01-1995
          <PERIOD-END>                     MAR-31-1995
          <EXCHANGE-RATE>                            1
          <BOOK-VALUE>                        PER-BOOK
          <TOTAL-NET-UTILITY-PLANT>          1,753,176
          <OTHER-PROPERTY-AND-INVEST>           37,538
          <TOTAL-CURRENT-ASSETS>               228,652
          <TOTAL-DEFERRED-CHARGES>             389,461
          <OTHER-ASSETS>                             0
          <TOTAL-ASSETS>                     2,408,827
          <COMMON>                             105,812
          <CAPITAL-SURPLUS-PAID-IN>            265,486
          <RETAINED-EARNINGS>                  301,650
          <TOTAL-COMMON-STOCKHOLDERS-EQ>       672,948
                                0
                                    141,777  <F1>
          <LONG-TERM-DEBT-NET>                 676,499
          <SHORT-TERM-NOTES>                    47,800
          <LONG-TERM-NOTES-PAYABLE>                  0
          <COMMERCIAL-PAPER-OBLIGATIONS>        26,766
          <LONG-TERM-DEBT-CURRENT-PORT>              9
                            0
          <CAPITAL-LEASE-OBLIGATIONS>            6,085
          <LEASES-CURRENT>                      17,014
          <OTHER-ITEMS-CAPITAL-AND-LIAB>       819,929
          <TOT-CAPITALIZATION-AND-LIAB>      2,408,827
          <GROSS-OPERATING-REVENUE>            253,412
          <INCOME-TAX-EXPENSE>                  19,500
          <OTHER-OPERATING-EXPENSES>           187,802
          <TOTAL-OPERATING-EXPENSES>           207,302
          <OPERATING-INCOME-LOSS>               46,110
          <OTHER-INCOME-NET>                     (331)
          <INCOME-BEFORE-INTEREST-EXPEN>        45,779
          <TOTAL-INTEREST-EXPENSE>              15,213  <F2>
          <NET-INCOME>                          30,566
                        386
          <EARNINGS-AVAILABLE-FOR-COMM>         30,180
          <COMMON-STOCK-DIVIDENDS>              20,000  <F3>
          <TOTAL-INTEREST-ON-BONDS>             11,602
          <CASH-FLOW-OPERATIONS>                41,191
          <EPS-PRIMARY>                              0
          <EPS-DILUTED>                              0
          <FN>
          <F1> INCLUDES PREFERRED SECURITIES OF SUBSIDIARY OF $105,000.
          <F2> INCLUDES DIVIDENDS ON PREFERRED SECURITIES OF SUBSIDIARY
          <F2> OF $2,297.
          <F3> REPRESENTS COMMON STOCK DIVIDENDS PAID TO PARENT CORPORATION.
          </FN>
                  <PAGE>

</TABLE>


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