U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form U-6B-2
CERTIFICATE of NOTIFICATION
Filed by a registered holding company or subsidiary company thereof
pursuant to Rule 20(d) or 47 adopted under the Public Utility Holding
Company Act of 1935
Certificate is filed by: THE POTOMAC EDISON 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 48.
1. Type of the security or securities * ("draft", "promissory note").
First Mortgage Bonds
2. Issue, renewal, or guaranty. (Indicate nature of transaction by a
check.)
Issue
3. Principal amount of each security.
$75,000,000
4. Rate of interest per annum of each security.
8%
5. Date of issue, renewal or guaranty of each security.
June 22, 1994
6. If renewal of security, give date of original issue.
Not applicable
7. Date of maturity of each security. (In the case of demand notes,
indicate "on demand.")
June 1, 2024
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* If reporting for more than one security, each security may be
identified by symbol which symbol should be used for each
subsequent item. If more convenient, information may be supplied
by tabular statement using the serial arrangement of this form.
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8. Name of the person to whom each security was issued, renewed,
or guaranteed.
Goldman, Sachs & Co., Citicorp Securities, Inc.,
PaineWebber Incorporated, A. G. Edwards & Sons, Inc.
and Pryor, McClendon, Counts & Co., Inc.
9. Collateral given with each security, if any.
None
10. Consideration received for each security.
$74,145,750 (98.861%)
11. Application of proceeds of each security.
The net proceeds will be added to the Company's
general funds and will be used to pay or prepay short-
term debt incurred for the Company's construction
program and for other corporate purposes.
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 48. x
(If reporting for more than one security, insert the identifying symbol
after the 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(e) of the Act granted by the first
sentence of Section 6(b).)
Not applicable
____________________________________________________
** If a security had no principal amount or par value, use the fair
market value as of the date of issue of such security and indicate
how determined.
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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.
Not applicable
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
48, designate the rule under which exemption is claimed.
Rule 52
THE POTOMAC EDISON COMPANY
(Name of the Company)
By: DALE F. ZIMMERMAN Treasurer
(Name) Dale F. Zimmerman (Title)
Date: June 23, 1994
