SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM U-6B-2
Certificate of Notification
Filed by a registered holding company or subsidiary thereof
pursuant to Rule U-20-(d) [Reg. Section 250.20, paragraph 36,652]
or U-47 [Reg. Section 250.47, paragraph 36,620] adopted under the
Public Utility Holding Company Act of 1935
Certificate is filed by PENNSYLVANIA ELECTRIC COMPANY (the
"Company")
This certificate is notice that the above named company has
issued, renewed or guaranteed the security or securities
described herein which issue, renewal or guaranty was exempted
from the provisions of Section 6(a) of the Act and was neither
the subject of a declaration or application on Form U-1 nor
included within the exemption provided by Rule U-48 [Reg. Section
250.48, paragraph 36,621].
1. Type of the security or securities ("draft," "promissory
note"). First Mortgage Bonds, Secured Medium-Term Notes,
Series D (the "Notes")
2. Issue, renewal or guaranty (indicate nature of transaction
by ). Issue
3. Principal amount of each security. $20,000,000
4. Rate of interest per annum of each security. 6.80%
5. Date of issue, renewal or guaranty of each security.
October 28, 1996
6. If renewal of security, give date of original issue.
7. Date of maturity of each security. (In the case of demand
notes, indicate "on demand.") October 29, 2001
8. Name of the person to whom each security was issued, renewed
or guaranteed. $20,000,000 aggregate principal amount of
Notes was sold to purchasers pursuant to the terms of a
Selling Agency Agreement dated June 30, 1993, as amended by
a letter dated September 20, 1995, between the Company,
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Salomon Brothers Inc and Smith Barney Inc.
9. Collateral given with each security, if any. The Notes
were issued pursuant to the Mortgage and Deed of Trust,
dated as of January 1, 1942, between the Company and United
<PAGE>
States Trust Company of New York, as amended and supple-
mented, and are thus secured by a direct first lien on
substantially all of the Company's properties.
10. Consideration received for each security. $20,000,000
11. Application of proceeds of each security. (Item 11 added by
amendment in Release No. 7346, issued April 10, 1947 and
effective May 1, 1947.) Repayment of outstanding short-term
indebtedness.
12. Indicate by a check after the applicable statement below
whether the issue, renewal or guaranty of each security was
exempt from the provisions of Section 6(a) because of
(a) the provisions contained in the first sentence of
Section 6(b),
(b) the provisions contained in the fourth sentence of
Section 6(b),
(c) the provisions contained in any rule of the Commission
other than Rule U-48 X
(If reporting for more than one security insert the
identifying symbol after applicable statement.)
13. If the security or securities were exempt from the
provisions of Section 6(a) by virtue of the first sentence
of Section 6(b), give the figures which indicate that the
security or securities aggregate (together with all other
then outstanding notes and drafts of a maturity of nine
months or less, exclusive of days of grace, as to which such
company is primarily or secondarily liable) not more than 5
per centum of the principal amount and par value** of the
other securities of such company then outstanding. (Demand
notes, regardless of how long they may have been
outstanding, shall be considered as maturing in not more
than nine months for purposes of the exemption from Section
6(a) of the Act granted by the first sentence of Section
6(b). N.A.
14. If the security or securities are exempt from the provisions
of Section 6(a) because of the fourth sentence of Section
6(b), name the security outstanding on January 1, 1935,
pursuant to the terms of which the security or securities
herein described have been issued. N.A.
15. If the security or securities are exempt from the provisions
of Section 6(a) because of any rule of the Commission other
than Rule U-48 [Reg. Section 250.48, paragraph 36,621]
___________________
** If a security had no principal amount or par value use the
fair market value as of date of issues of such security, and
indicate how determined.<PAGE>
designate the rule under which exemption is claimed. Rule
52
PENNSYLVANIA ELECTRIC COMPANY
Date: November 4, 1996 By:
T.G. Howson
Vice President & Treasurer<PAGE>
