PENNSYLVANIA ELECTRIC CO
U-1/A, 1999-03-29
ELECTRIC SERVICES
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                                                              Amendment No. 2 to
                                                            SEC File No. 70-9457


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM U-l

                                   DECLARATION

                                      UNDER

             THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ("Act")


                    PENNSYLVANIA ELECTRIC COMPANY ("Penelec")
                              2800 Pottsville Pike
                           Reading, Pennsylvania 19605
               (Name of company filing this statement and address
                         of principal executive office)



                                GPU, INC. ("GPU")
          (Name of top registered holding company parent of applicant)

Terrance G. Howson,                              Douglas E. Davidson, Esq.
Vice President and Treasurer                     Berlack, Israels & Liberman LLP
Mary A. Nalewako, Secretary                      120 West 45th Street
Michael J. Connolly,                             New York, New York 10036
Assistant General Counsel
GPU Service, Inc.
300 Madison Avenue
Morristown, New Jersey  07962

Scott L. Guibord, Secretary                      Robert C. Gerlach, Esq.
Pennsylvania Electric Company                    Ballard Spahr Andrews &
2800 Pottsville Pike                             Ingersoll, LLP
Reading, Pennsylvania  19605                     1735 Market Street - 51st Floor
                                                 Philadelphia, Pennsylvania
                                                 19103-7599



                   (Names and addresses of agents for service)





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<PAGE>



                  Penelec hereby amends its Declaration on Form U-1, docketed in
SEC File No. 70-9457 as follows:

                  1.       By amending paragraph A of Item 1 to read in its 
entirety as follows:

         Penelec  owns and herein  requests  authority  to sell a 20%  undivided
         interest in the Seneca Pumped Storage Generating Station ("Seneca"),  a
         435 MW pumped storage  hydroelectric  generating  facility located near
         Warren,  Pennsylvania to the Cleveland  Electric  Illuminating  Company
         ("CEI").  CEI,  which  owns the  remaining  80%  interest,  is a public
         utility company  providing retail electric service in northeastern Ohio
         and is a subsidiary of  FirstEnergy  Corp.  ("FirstEnergy"),  an exempt
         holding  company  under the Act.  HCAR No.  35-26772  (Nov.  5,  1997).
         Penelec is also the operator of Seneca.  The Federal Energy  Regulatory
         Commission ("FERC") has issued a license for Seneca (Project No.
         2280) under Part I of the Federal Power Act ("FPA").

                  2. By adding the following sentences to the end of paragraph B
of Item 1:

         The purchase price was determined through a competitive auction process
         and therefore represents the fair market value for the Seneca Interest.
         Penelec will use the net proceeds from the sale to reduce

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<PAGE>


         capitalization,  to fund previously incurred  liabilities in accordance
         with the restructuring  order issued by the Pennsylvania Public Utility
         Commission and to reduce short term.






















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<PAGE>


                                    SIGNATURE
                                    ---------


                  PURSUANT TO THE  REQUIREMENTS  OF THE PUBLIC  UTILITY  HOLDING
COMPANY ACT OF 1935, THE  UNDERSIGNED  COMPANY HAS DULY CAUSED THIS STATEMENT TO
BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED.



                                          PENNSYLVANIA ELECTRIC COMPANY




                                          By:      /s/ T. G. Howson     
                                                   T. G. Howson
                                                   Vice President and Treasurer

Date:        March 29, 1999
























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