POTOMAC EDISON CO
U-12-IB, 1994-01-26
ELECTRIC SERVICES
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                           UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                       Washington, DC  20549

                 FORM U-12(I)-B (ANNUAL STATEMENT)

                        Calendar Year 1994

STATEMENT PURSUANT TO SECTION 12(i) OF PUBLIC UTILITY HOLDING
COMPANY ACT OF 1935 BY A PERSON REGULARLY EMPLOYED OR RETAINED BY A
REGISTERED HOLDING COMPANY OR A SUBSIDIARY THEREOF AND WHOSE
EMPLOYMENT CONTEMPLATES ONLY ROUTINE EXPENSES AS SPECIFIED IN RULE
71(b)

(To be filed in DUPLICATE.  If acknowledgment is desired, file in
triplicate)

          (ADVANCE STATEMENT AND SUPPLEMENTAL STATEMENT)

1.    Name and business address of person filing statement:

      Martin E. Bratcher, Jr.
      10435 Downsville Pike, Hagerstown, MD 21740-1766

2.    Names and business addresses of any persons through whom the
      undersigned proposes to act in matters included within the
      exemption provided by paragraph (b) of Rule 71:

      None

3.    Registered holding companies and subsidiary companies by which
      the undersigned is regularly employed or retained:

      The Potomac Edison Company, a subsidiary of a registered
      holding company.

4.    Position or relationship in which the undersigned is employed
      or retained by each of the companies named in   Item 3, and
      brief description of nature of services to be rendered in each
      such position or relationship:

      Director, Engineering & Construction

5.    (a)   Compensation received during the prior year and to be
            received during the calendar year by the undersigned or
            others, directly or indirectly, for services rendered by
            the undersigned, from each of the companies designated
            in Item 3. (Use column (a) as supplementary statement
            only.)
            (Amounts given constitute compensation for all services
            rendered in above capacity, including any services under
            Sec. 12(i)).




                        Salary or other compensations
<PAGE>
<PAGE>
<PAGE>
<PAGE>

Name of Recipient
 
Martin E. Bratcher, Jr.
<PAGE>
                  received during
                    prior year
                        (a)

                    110,004.00
<PAGE>
                                        to be
                                       received
                                         (b)

                                     106,008.00
<PAGE>
                                                     
					                                                Person or company 
                                                     from whom received 
                                                      or to be received
                                                              
                                                   The Potomac Edison Co.


      (b)   Basis for compensation if other than salary.

6.    (To be answered in supplementary statement only.  See
      instructions.)  Expenses incurred by the undersigned or any
      person named in Item 2, above, during the calendar year in
      connection with the activities described in Item 4, above, and
      the source or sources of reimbursement for same.
      None in connection with any services under Sec. 12(i).

      (a)   Total amount of routine expenses charged to client:

      (b)   Itemized list of all other expenses:




Dated:  January 28, 1994                                           
                                   ME BRATCHER
                                   ME BRATCHER





<PAGE>
                           
																									UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                       Washington, DC  20549

                 FORM U-12(I)-B (ANNUAL STATEMENT)

                        Calendar Year 1994

STATEMENT PURSUANT TO SECTION 12(i) OF PUBLIC UTILITY HOLDING
COMPANY ACT OF 1935 BY A PERSON REGULARLY EMPLOYED OR RETAINED BY A
REGISTERED HOLDING COMPANY OR A SUBSIDIARY THEREOF AND WHOSE
EMPLOYMENT CONTEMPLATES ONLY ROUTINE EXPENSES AS SPECIFIED IN RULE
71(b)

(To be filed in DUPLICATE.  If acknowledgment is desired, file in
triplicate)

          (ADVANCE STATEMENT AND SUPPLEMENTAL STATEMENT)

1.    Name and business address of person filing statement:

      Philip J. Bray
      10435 Downsville Pike, Hagerstown, MD 21740-1766

2.    Names and business addresses of any persons through whom the
      undersigned proposes to act in matters included within the
      exemption provided by paragraph (b) of Rule 71:

      None

3.    Registered holding companies and subsidiary companies by which
      the undersigned is regularly employed or retained:

      The Potomac Edison Company, a subsidiary of a registered
      holding company.

4.    Position or relationship in which the undersigned is employed
      or retained by each of the companies named in   Item 3, and
      brief description of nature of services to be rendered in each
      such position or relationship:

      Attorney

5.    (a)   Compensation received during the prior year and to be
            received during the calendar year by the undersigned or
            others, directly or indirectly, for services rendered by
            the undersigned, from each of the companies designated
            in Item 3. (Use column (a) as supplementary statement
            only.)
            (Amounts given constitute compensation for all services
            rendered in above capacity, including any services under
            Sec. 12(i)).




                        Salary or other compensations
<PAGE>
<PAGE>

Name of Recipient  
       
Philip J. Bray
<PAGE>
                        received during
                          prior year
                              (a)

                           88,002.00
<PAGE>
                                             
																																											to be
                                            received
                                              (b)

                                           90,000.00
                                            
<PAGE>
                                                        
 																																																								Person or company 
                                                         from whom received 
                                                          or to be received
                                                                  
                                                       The Potomac Edison Co.


      (b)   Basis for compensation if other than salary.

6.    (To be answered in supplementary statement only.  See
      instructions.)  Expenses incurred by the undersigned or any
      person named in Item 2, above, during the calendar year in
      connection with the activities described in Item 4, above, and
      the source or sources of reimbursement for same.
      None in connection with any services under Sec. 12(i).

      (a)   Total amount of routine expenses charged to client:

      (b)   Itemized list of all other expenses:




Dated:  January 28, 1994                                           
                            PHILIP J. BRAY
                            PHILIP J. BRAY




<PAGE>
                         
  																								UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                       Washington, DC  20549

                 FORM U-12(I)-B (ANNUAL STATEMENT)

                        Calendar Year 1994

STATEMENT PURSUANT TO SECTION 12(i) OF PUBLIC UTILITY HOLDING
COMPANY ACT OF 1935 BY A PERSON REGULARLY EMPLOYED OR RETAINED BY A
REGISTERED HOLDING COMPANY OR A SUBSIDIARY THEREOF AND WHOSE
EMPLOYMENT CONTEMPLATES ONLY ROUTINE EXPENSES AS SPECIFIED IN RULE
71(b)

(To be filed in DUPLICATE.  If acknowledgment is desired, file in
triplicate)

          (ADVANCE STATEMENT AND SUPPLEMENTAL STATEMENT)

1.    Name and business address of person filing statement:

      Marleen L. Brooks
      10435 Downsville Pike, Hagerstown, MD 21740-1766

2.    Names and business addresses of any persons through whom the
      undersigned proposes to act in matters included within the
      exemption provided by paragraph (b) of Rule 71:

      None

3.    Registered holding companies and subsidiary companies by which
      the undersigned is regularly employed or retained:

      The Potomac Edison Company, a subsidiary of a registered
      holding company.

4.    Position or relationship in which the undersigned is employed
      or retained by each of the companies named in   Item 3, and
      brief description of nature of services to be rendered in each
      such position or relationship:

      Attorney

5.    (a)   Compensation received during the prior year and to be
            received during the calendar year by the undersigned or
            others, directly or indirectly, for services rendered by
            the undersigned, from each of the companies designated
            in Item 3. (Use column (a) as supplementary statement
            only.)
            (Amounts given constitute compensation for all services
            rendered in above capacity, including any services under
            Sec. 12(i)).




                        Salary or other compensations
<PAGE>
<PAGE>

Name of Recipient  
       
Marleen L. Brooks
<PAGE>
                        received during
                          prior year
                              (a)

                           75,336.00
<PAGE>
                                            
 																																											to be
                                            received
                                              (b)

                                           77,004.00
                                                 
<PAGE>
                                                         
																																																										Person or company 
                                                         from whom received 
                                                          or to be received
                                                                  
                                                       The Potomac Edison Co.


      (b)   Basis for compensation if other than salary.

6.    (To be answered in supplementary statement only.  See
      instructions.)  Expenses incurred by the undersigned or any
      person named in Item 2, above, during the calendar year in
      connection with the activities described in Item 4, above, and
      the source or sources of reimbursement for same.
      None in connection with any services under Sec. 12(i).

      (a)   Total amount of routine expenses charged to client:

      (b)   Itemized list of all other expenses:




Dated:  January 28, 1994                                           
                              MARLEEN L BROOKS
                              MARLEEN L BROOKS



<PAGE>
                           
																										UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                       Washington, DC  20549

                 FORM U-12(I)-B (ANNUAL STATEMENT)

                        Calendar Year 1994

STATEMENT PURSUANT TO SECTION 12(i) OF PUBLIC UTILITY HOLDING
COMPANY ACT OF 1935 BY A PERSON REGULARLY EMPLOYED OR RETAINED BY A
REGISTERED HOLDING COMPANY OR A SUBSIDIARY THEREOF AND WHOSE
EMPLOYMENT CONTEMPLATES ONLY ROUTINE EXPENSES AS SPECIFIED IN RULE
71(b)

(To be filed in DUPLICATE.  If acknowledgment is desired, file in
triplicate)

          (ADVANCE STATEMENT AND SUPPLEMENTAL STATEMENT)

1.    Name and business address of person filing statement:

      Robert C. Carder, Jr.
      10435 Downsville Pike, Hagerstown, MD 21740-1766

2.    Names and business addresses of any persons through whom the
      undersigned proposes to act in matters included within the
      exemption provided by paragraph (b) of Rule 71:

      None

3.    Registered holding companies and subsidiary companies by which
      the undersigned is regularly employed or retained:

      The Potomac Edison Company, a subsidiary of a registered
      holding company.

4.    Position or relationship in which the undersigned is employed
      or retained by each of the companies named in   Item 3, and
      brief description of nature of services to be rendered in each
      such position or relationship:

      Supervisor, Rates and Billing Controls

5.    (a)   Compensation received during the prior year and to be
            received during the calendar year by the undersigned or
            others, directly or indirectly, for services rendered by
            the undersigned, from each of the companies designated
            in Item 3. (Use column (a) as supplementary statement
            only.)
            (Amounts given constitute compensation for all services
            rendered in above capacity, including any services under
            Sec. 12(i)).




                        Salary or other compensations
<PAGE>
<PAGE>

Name of Recipient  
       
Robert C. Carder, Jr.
<PAGE>
                        received during
                          prior year
                              (a)

                           69,660.00
<PAGE>
                                             
																																												to be
                                            received
                                              (b)

                                           73,260.00
                                                 
<PAGE>
                                                         
		                                                       Person or company 
                                                         from whom received 
                                                          or to be received
                                                                  
                                                       The Potomac Edison Co.


      (b)   Basis for compensation if other than salary.

6.    (To be answered in supplementary statement only.  See
      instructions.)  Expenses incurred by the undersigned or any
      person named in Item 2, above, during the calendar year in
      connection with the activities described in Item 4, above, and
      the source or sources of reimbursement for same.
      None in connection with any services under Sec. 12(i).

      (a)   Total amount of routine expenses charged to client:

      (b)   Itemized list of all other expenses:




Dated:  January 28, 1994                                           
                            ROBERT C. CARDER, JR.
                            ROBERT C. CARDER, JR.




<PAGE>
                           
							                UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                       Washington, DC  20549

                 FORM U-12(I)-B (ANNUAL STATEMENT)

                        Calendar Year 1994

STATEMENT PURSUANT TO SECTION 12(i) OF PUBLIC UTILITY HOLDING
COMPANY ACT OF 1935 BY A PERSON REGULARLY EMPLOYED OR RETAINED BY A
REGISTERED HOLDING COMPANY OR A SUBSIDIARY THEREOF AND WHOSE
EMPLOYMENT CONTEMPLATES ONLY ROUTINE EXPENSES AS SPECIFIED IN RULE
71(b)

(To be filed in DUPLICATE.  If acknowledgment is desired, file in
triplicate)

          (ADVANCE STATEMENT AND SUPPLEMENTAL STATEMENT)

1.    Name and business address of person filing statement:

      William D. Cowden
      3463 Valley Pike, Winchester, VA 22602

2.    Names and business addresses of any persons through whom the
      undersigned proposes to act in matters included within the
      exemption provided by paragraph (b) of Rule 71:

      None

3.    Registered holding companies and subsidiary companies by which
      the undersigned is regularly employed or retained:

      The Potomac Edison Company, a subsidiary of a registered
      holding company.

4.    Position or relationship in which the undersigned is employed
      or retained by each of the companies named in   Item 3, and
      brief description of nature of services to be rendered in each
      such position or relationship:

      Manager, Southern Division

5.    (a)   Compensation received during the prior year and to be
            received during the calendar year by the undersigned or
            others, directly or indirectly, for services rendered by
            the undersigned, from each of the companies designated
            in Item 3. (Use column (a) as supplementary statement
            only.)
            (Amounts given constitute compensation for all services
            rendered in above capacity, including any services under
            Sec. 12(i)).




                        Salary or other compensations
<PAGE>
<PAGE>

Name of Recipient  
       
William D. Cowden
<PAGE>
                        received during
                          prior year
                              (a)

                           87,843.00

<PAGE>
                                             
	                                           to be
                                            received
                                              (b)

                                           89,088.00
                                                 
<PAGE>
                                                         
                                                         Person or company 
                                                         from whom received 
                                                          or to be received
                                                                  
                                                       The Potomac Edison Co.


      (b)   Basis for compensation if other than salary.

6.    (To be answered in supplementary statement only.  See
      instructions.)  Expenses incurred by the undersigned or any
      person named in Item 2, above, during the calendar year in
      connection with the activities described in Item 4, above, and
      the source or sources of reimbursement for same.
      None in connection with any services under Sec. 12(i).

      (a)   Total amount of routine expenses charged to client:

      (b)   Itemized list of all other expenses:




Dated:  January 28, 1994                                           
                            WILLIAM D. COWDEN
                            WILLIAM D. COWDEN




<PAGE>
 
                          UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                       Washington, DC  20549

                 FORM U-12(I)-B (ANNUAL STATEMENT)

                        Calendar Year 1994

STATEMENT PURSUANT TO SECTION 12(i) OF PUBLIC UTILITY HOLDING
COMPANY ACT OF 1935 BY A PERSON REGULARLY EMPLOYED OR RETAINED BY A
REGISTERED HOLDING COMPANY OR A SUBSIDIARY THEREOF AND WHOSE
EMPLOYMENT CONTEMPLATES ONLY ROUTINE EXPENSES AS SPECIFIED IN RULE
71(b)

(To be filed in DUPLICATE.  If acknowledgment is desired, file in
triplicate)

          (ADVANCE STATEMENT AND SUPPLEMENTAL STATEMENT)

1.    Name and business address of person filing statement:

      Benjamin F. Elkins
      P. O. Box 877, Augusta, WV 26704

2.    Names and business addresses of any persons through whom the
      undersigned proposes to act in matters included within the
      exemption provided by paragraph (b) of Rule 71:

      None

3.    Registered holding companies and subsidiary companies by which
      the undersigned is regularly employed or retained:

      The Potomac Edison Company, a subsidiary of a registered
      holding company.

4.    Position or relationship in which the undersigned is employed
      or retained by each of the companies named in   Item 3, and
      brief description of nature of services to be rendered in each
      such position or relationship:

      Manager, Valley Area

5.    (a)   Compensation received during the prior year and to be
            received during the calendar year by the undersigned or
            others, directly or indirectly, for services rendered by
            the undersigned, from each of the companies designated
            in Item 3. (Use column (a) as supplementary statement
            only.)
            (Amounts given constitute compensation for all services
            rendered in above capacity, including any services under
            Sec. 12(i)).




                        Salary or other compensations
<PAGE>
<PAGE>

Name of Recipient  
       
Benjamin F. Elkins
<PAGE>
                        received during
                          prior year
                              (a)

                           74,703.00

<PAGE>
                                             to be
                                            received
                                              (b)

                                           76,368.00
                                                 
<PAGE>
                                                         Person or company 
                                                         from whom received 
                                                          or to be received
                                                                  
                                                       The Potomac Edison Co.


      (b)   Basis for compensation if other than salary.

6.    (To be answered in supplementary statement only.  See
      instructions.)  Expenses incurred by the undersigned or any
      person named in Item 2, above, during the calendar year in
      connection with the activities described in Item 4, above, and
      the source or sources of reimbursement for same.
      None in connection with any services under Sec. 12(i).

      (a)   Total amount of routine expenses charged to client:

      (b)   Itemized list of all other expenses:




Dated:  January 28, 1994                                           
                            BENJAMIN F. ELKINS
                            BENJAMIN F. ELKINS




<PAGE>
                           UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                       Washington, DC  20549

                 FORM U-12(I)-B (ANNUAL STATEMENT)

                        Calendar Year 1994

STATEMENT PURSUANT TO SECTION 12(i) OF PUBLIC UTILITY HOLDING
COMPANY ACT OF 1935 BY A PERSON REGULARLY EMPLOYED OR RETAINED BY A
REGISTERED HOLDING COMPANY OR A SUBSIDIARY THEREOF AND WHOSE
EMPLOYMENT CONTEMPLATES ONLY ROUTINE EXPENSES AS SPECIFIED IN RULE
71(b)

(To be filed in DUPLICATE.  If acknowledgment is desired, file in
triplicate)

          (ADVANCE STATEMENT AND SUPPLEMENTAL STATEMENT)

1.    Name and business address of person filing statement:

      Lucinda S. Grunberg
      10435 Downsville Pike, Hagerstown, MD 21740-1766

2.    Names and business addresses of any persons through whom the
      undersigned proposes to act in matters included within the
      exemption provided by paragraph (b) of Rule 71:

      None

3.    Registered holding companies and subsidiary companies by which
      the undersigned is regularly employed or retained:

      The Potomac Edison Company, a subsidiary of a registered
      holding company.

4.    Position or relationship in which the undersigned is employed
      or retained by each of the companies named in   Item 3, and
      brief description of nature of services to be rendered in each
      such position or relationship:

      Asst. Director, Personnel

5.    (a)   Compensation received during the prior year and to be
            received during the calendar year by the undersigned or
            others, directly or indirectly, for services rendered by
            the undersigned, from each of the companies designated
            in Item 3. (Use column (a) as supplementary statement
            only.)
            (Amounts given constitute compensation for all services
            rendered in above capacity, including any services under
            Sec. 12(i)).




                        Salary or other compensations
<PAGE>
<PAGE>

Name of Recipient  
       
Lucinda S. Grunberg
<PAGE>
                        received during
                          prior year
                              (a)

                           77,280.00

<PAGE>
                                             to be
                                            received
                                              (b)

                                           82,500.00
                                                 

<PAGE>
                                                         Person or company 
                                                         from whom received 
                                                          or to be received
                                                                  
                                                       The Potomac Edison Co.


      (b)   Basis for compensation if other than salary.

6.    (To be answered in supplementary statement only.  See
      instructions.)  Expenses incurred by the undersigned or any
      person named in Item 2, above, during the calendar year in
      connection with the activities described in Item 4, above, and
      the source or sources of reimbursement for same.
      None in connection with any services under Sec. 12(i).

      (a)   Total amount of routine expenses charged to client:

      (b)   Itemized list of all other expenses:




Dated:  January 28, 1994                                           
                            LUCINDA S. GRUNBERG
                            LUCINDA S. GRUNBERG                            





<PAGE>
                           UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                       Washington, DC  20549

                 FORM U-12(I)-B (ANNUAL STATEMENT)

                        Calendar Year 1994

STATEMENT PURSUANT TO SECTION 12(i) OF PUBLIC UTILITY HOLDING
COMPANY ACT OF 1935 BY A PERSON REGULARLY EMPLOYED OR RETAINED BY A
REGISTERED HOLDING COMPANY OR A SUBSIDIARY THEREOF AND WHOSE
EMPLOYMENT CONTEMPLATES ONLY ROUTINE EXPENSES AS SPECIFIED IN RULE
71(b)

(To be filed in DUPLICATE.  If acknowledgment is desired, file in
triplicate)

          (ADVANCE STATEMENT AND SUPPLEMENTAL STATEMENT)

1.    Name and business address of person filing statement:

      Gerald E. Hoak
      10435 Downsville Pike, Hagerstown, MD 21740-1766

2.    Names and business addresses of any persons through whom the
      undersigned proposes to act in matters included within the
      exemption provided by paragraph (b) of Rule 71:

      None

3.    Registered holding companies and subsidiary companies by which
      the undersigned is regularly employed or retained:

      The Potomac Edison Company, a subsidiary of a registered
      holding company.

4.    Position or relationship in which the undersigned is employed
      or retained by each of the companies named in   Item 3, and
      brief description of nature of services to be rendered in each
      such position or relationship:

      Manager, Public Affairs

5.    (a)   Compensation received during the prior year and to be
            received during the calendar year by the undersigned or
            others, directly or indirectly, for services rendered by
            the undersigned, from each of the companies designated
            in Item 3. (Use column (a) as supplementary statement
            only.)
            (Amounts given constitute compensation for all services
            rendered in above capacity, including any services under
            Sec. 12(i)).




                        Salary or other compensations
<PAGE>
<PAGE>

Name of Recipient  
       
Gerald E. Hoak
<PAGE>
                        received during
                          prior year
                              (a)

                           75,234.00

<PAGE>
                                             to be
                                            received
                                              (b)

                                           78,000.00
                                                
<PAGE>
                                                         Person or company 
                                                         from whom received 
                                                          or to be received
                                                                  
                                                       The Potomac Edison Co.


      (b)   Basis for compensation if other than salary.

6.    (To be answered in supplementary statement only.  See
      instructions.)  Expenses incurred by the undersigned or any
      person named in Item 2, above, during the calendar year in
      connection with the activities described in Item 4, above, and
      the source or sources of reimbursement for same.
      None in connection with any services under Sec. 12(i).

      (a)   Total amount of routine expenses charged to client:

      (b)   Itemized list of all other expenses:




Dated:  January 28, 1994                                           
                            GERALD E. HOAK
                            GERALD E. HOAK





<PAGE>
                           UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                       Washington, DC  20549

                 FORM U-12(I)-B (ANNUAL STATEMENT)

                        Calendar Year 1994

STATEMENT PURSUANT TO SECTION 12(i) OF PUBLIC UTILITY HOLDING
COMPANY ACT OF 1935 BY A PERSON REGULARLY EMPLOYED OR RETAINED BY A
REGISTERED HOLDING COMPANY OR A SUBSIDIARY THEREOF AND WHOSE
EMPLOYMENT CONTEMPLATES ONLY ROUTINE EXPENSES AS SPECIFIED IN RULE
71(b)

(To be filed in DUPLICATE.  If acknowledgment is desired, file in
triplicate)

          (ADVANCE STATEMENT AND SUPPLEMENTAL STATEMENT)

1.    Name and business address of person filing statement:

      Dale W. Hollinger
      10435 Downsville Pike, Hagerstown, MD 21740-1766

2.    Names and business addresses of any persons through whom the
      undersigned proposes to act in matters included within the
      exemption provided by paragraph (b) of Rule 71:

      None

3.    Registered holding companies and subsidiary companies by which
      the undersigned is regularly employed or retained:

      The Potomac Edison Company, a subsidiary of a registered
      holding company.

4.    Position or relationship in which the undersigned is employed
      or retained by each of the companies named in   Item 3, and
      brief description of nature of services to be rendered in each
      such position or relationship:

      Asst. Comptroller

5.    (a)   Compensation received during the prior year and to be
            received during the calendar year by the undersigned or
            others, directly or indirectly, for services rendered by
            the undersigned, from each of the companies designated
            in Item 3. (Use column (a) as supplementary statement
            only.)
            (Amounts given constitute compensation for all services
            rendered in above capacity, including any services under
            Sec. 12(i)).




                        Salary or other compensations
<PAGE>
<PAGE>

Name of Recipient  
       
Dale W. Hollinger
<PAGE>
                        received during
                          prior year
                              (a)

                           84,000.00

<PAGE>
                                             to be
                                            received
                                              (b)

                                           87,600.00
                                                 
<PAGE>
                                                         Person or company 
                                                         from whom received 
                                                          or to be received
                                                                  
                                                       The Potomac Edison Co.


      (b)   Basis for compensation if other than salary.

6.    (To be answered in supplementary statement only.  See
      instructions.)  Expenses incurred by the undersigned or any
      person named in Item 2, above, during the calendar year in
      connection with the activities described in Item 4, above, and
      the source or sources of reimbursement for same.
      None in connection with any services under Sec. 12(i).

      (a)   Total amount of routine expenses charged to client:

      (b)   Itemized list of all other expenses:




Dated:  January 28, 1994                                           
                            DW HOLLINGER
                            DW HOLLINGER





<PAGE>
                           UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                       Washington, DC  20549

                 FORM U-12(I)-B (ANNUAL STATEMENT)

                        Calendar Year 1994

STATEMENT PURSUANT TO SECTION 12(i) OF PUBLIC UTILITY HOLDING
COMPANY ACT OF 1935 BY A PERSON REGULARLY EMPLOYED OR RETAINED BY A
REGISTERED HOLDING COMPANY OR A SUBSIDIARY THEREOF AND WHOSE
EMPLOYMENT CONTEMPLATES ONLY ROUTINE EXPENSES AS SPECIFIED IN RULE
71(b)

(To be filed in DUPLICATE.  If acknowledgment is desired, file in
triplicate)

          (ADVANCE STATEMENT AND SUPPLEMENTAL STATEMENT)

1.    Name and business address of person filing statement:

      Steve L. Klick
      10435 Downsville Pike, Hagerstown, MD 21740-1766

2.    Names and business addresses of any persons through whom the
      undersigned proposes to act in matters included within the
      exemption provided by paragraph (b) of Rule 71:

      None

3.    Registered holding companies and subsidiary companies by which
      the undersigned is regularly employed or retained:

      The Potomac Edison Company, a subsidiary of a registered
      holding company.

4.    Position or relationship in which the undersigned is employed
      or retained by each of the companies named in   Item 3, and
      brief description of nature of services to be rendered in each
      such position or relationship:

      Asst. Comptroller

5.    (a)   Compensation received during the prior year and to be
            received during the calendar year by the undersigned or
            others, directly or indirectly, for services rendered by
            the undersigned, from each of the companies designated
            in Item 3. (Use column (a) as supplementary statement
            only.)
            (Amounts given constitute compensation for all services
            rendered in above capacity, including any services under
            Sec. 12(i)).




                        Salary or other compensations
<PAGE>
<PAGE>

Name of Recipient  
       
Steve L. Klick
<PAGE>
                        received during
                          prior year
                              (a)

                           73,105.00

<PAGE>
                                             to be
                                            received
                                              (b)

                                           74,880.00
                                                 

<PAGE>
                                                         Person or company 
                                                         from whom received 
                                                          or to be received
                                                                  
                                                       The Potomac Edison Co.


      (b)   Basis for compensation if other than salary.

6.    (To be answered in supplementary statement only.  See
      instructions.)  Expenses incurred by the undersigned or any
      person named in Item 2, above, during the calendar year in
      connection with the activities described in Item 4, above, and
      the source or sources of reimbursement for same.
      None in connection with any services under Sec. 12(i).

      (a)   Total amount of routine expenses charged to client:

      (b)   Itemized list of all other expenses:




Dated:  January 28, 1994                                           
                            STEVE L. KLICK
                            STEVE L. KLICK






<PAGE>
                           UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                       Washington, DC  20549

                 FORM U-12(I)-B (ANNUAL STATEMENT)

                        Calendar Year 1994

STATEMENT PURSUANT TO SECTION 12(i) OF PUBLIC UTILITY HOLDING
COMPANY ACT OF 1935 BY A PERSON REGULARLY EMPLOYED OR RETAINED BY A
REGISTERED HOLDING COMPANY OR A SUBSIDIARY THEREOF AND WHOSE
EMPLOYMENT CONTEMPLATES ONLY ROUTINE EXPENSES AS SPECIFIED IN RULE
71(b)

(To be filed in DUPLICATE.  If acknowledgment is desired, file in
triplicate)

          (ADVANCE STATEMENT AND SUPPLEMENTAL STATEMENT)

1.    Name and business address of person filing statement:

      Thomas J. Kloc
      10435 Downsville Pike, Hagerstown, MD 21740-1766

2.    Names and business addresses of any persons through whom the
      undersigned proposes to act in matters included within the
      exemption provided by paragraph (b) of Rule 71:

      None

3.    Registered holding companies and subsidiary companies by which
      the undersigned is regularly employed or retained:

      The Potomac Edison Company, a subsidiary of a registered
      holding company.

4.    Position or relationship in which the undersigned is employed
      or retained by each of the companies named in   Item 3, and
      brief description of nature of services to be rendered in each
      such position or relationship:

      Comptroller

5.    (a)   Compensation received during the prior year and to be
            received during the calendar year by the undersigned or
            others, directly or indirectly, for services rendered by
            the undersigned, from each of the companies designated
            in Item 3. (Use column (a) as supplementary statement
            only.)
            (Amounts given constitute compensation for all services
            rendered in above capacity, including any services under
            Sec. 12(i)).
<PAGE>
                        Salary or other compensations
                   
<PAGE>
<PAGE>

Name of Recipient  
       
Thomas J. Kloc
<PAGE>
                        received during
                          prior year
                              (a)

                          122,500.00
<PAGE>
                                              to be
                                             received
                                               (b)

                                           117,000.00

<PAGE>
                                                           Person or company 
                                                           from whom received 
                                                            or to be received
                                                                    
                                                         The Potomac Edison Co.


      (b)   Basis for compensation if other than salary.

6.    (To be answered in supplementary statement only.  See
      instructions.)  Expenses incurred by the undersigned or any
      person named in Item 2, above, during the calendar year in
      connection with the activities described in Item 4, above, and
      the source or sources of reimbursement for same.
      None in connection with any services under Sec. 12(i).

      (a)   Total amount of routine expenses charged to client:

      (b)   Itemized list of all other expenses:




Dated:  January 28, 1994                                           
                            THOMAS J. KLOC
                            THOMAS J. KLOC





<PAGE>
                           UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                       Washington, DC  20549

                 FORM U-12(I)-B (ANNUAL STATEMENT)

                        Calendar Year 1994

STATEMENT PURSUANT TO SECTION 12(i) OF PUBLIC UTILITY HOLDING
COMPANY ACT OF 1935 BY A PERSON REGULARLY EMPLOYED OR RETAINED BY A
REGISTERED HOLDING COMPANY OR A SUBSIDIARY THEREOF AND WHOSE
EMPLOYMENT CONTEMPLATES ONLY ROUTINE EXPENSES AS SPECIFIED IN RULE
71(b)

(To be filed in DUPLICATE.  If acknowledgment is desired, file in
triplicate)

          (ADVANCE STATEMENT AND SUPPLEMENTAL STATEMENT)

1.    Name and business address of person filing statement:

      J. Wayne Lancaster
      901 Wilson Street, Martinsburg, WV 25401

2.    Names and business addresses of any persons through whom the
      undersigned proposes to act in matters included within the
      exemption provided by paragraph (b) of Rule 71:

      None

3.    Registered holding companies and subsidiary companies by which
      the undersigned is regularly employed or retained:

      The Potomac Edison Company, a subsidiary of a registered
      holding company.

4.    Position or relationship in which the undersigned is employed
      or retained by each of the companies named in   Item 3, and
      brief description of nature of services to be rendered in each
      such position or relationship:

      Manager, Central Division

5.    (a)   Compensation received during the prior year and to be
            received during the calendar year by the undersigned or
            others, directly or indirectly, for services rendered by
            the undersigned, from each of the companies designated
            in Item 3. (Use column (a) as supplementary statement
            only.)
            (Amounts given constitute compensation for all services
            rendered in above capacity, including any services under
            Sec. 12(i)).




                        Salary or other compensations
<PAGE>
<PAGE>

Name of Recipient  
       
J. Wayne Lancaster
<PAGE>
                        received during
                          prior year
                              (a)

                           88,832.00

<PAGE>
                                             to be
                                            received
                                              (b)

                                           89,844.00
                                                 

<PAGE>
                                                         Person or company 
                                                         from whom received 
                                                          or to be received
                                                                  
                                                       The Potomac Edison Co.


      (b)   Basis for compensation if other than salary.

6.    (To be answered in supplementary statement only.  See
      instructions.)  Expenses incurred by the undersigned or any
      person named in Item 2, above, during the calendar year in
      connection with the activities described in Item 4, above, and
      the source or sources of reimbursement for same.
      None in connection with any services under Sec. 12(i).

      (a)   Total amount of routine expenses charged to client:

      (b)   Itemized list of all other expenses:




Dated:  January 28, 1994                                           
                            J. WAYNE LANCASTER
                            J. WAYNE LANCASTER






<PAGE>
                           UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                       Washington, DC  20549

                 FORM U-12(I)-B (ANNUAL STATEMENT)

                        Calendar Year 1994

STATEMENT PURSUANT TO SECTION 12(i) OF PUBLIC UTILITY HOLDING
COMPANY ACT OF 1935 BY A PERSON REGULARLY EMPLOYED OR RETAINED BY A
REGISTERED HOLDING COMPANY OR A SUBSIDIARY THEREOF AND WHOSE
EMPLOYMENT CONTEMPLATES ONLY ROUTINE EXPENSES AS SPECIFIED IN RULE
71(b)

(To be filed in DUPLICATE.  If acknowledgment is desired, file in
triplicate)

          (ADVANCE STATEMENT AND SUPPLEMENTAL STATEMENT)

1.    Name and business address of person filing statement:

      James D. Latimer
      10435 Downsville Pike, Hagerstown, MD 21740-1766

2.    Names and business addresses of any persons through whom the
      undersigned proposes to act in matters included within the
      exemption provided by paragraph (b) of Rule 71:

      None

3.    Registered holding companies and subsidiary companies by which
      the undersigned is regularly employed or retained:

      The Potomac Edison Company, a subsidiary of a registered
      holding company.

4.    Position or relationship in which the undersigned is employed
      or retained by each of the companies named in   Item 3, and
      brief description of nature of services to be rendered in each
      such position or relationship:

      Vice President, Division Operations

5.    (a)   Compensation received during the prior year and to be
            received during the calendar year by the undersigned or
            others, directly or indirectly, for services rendered by
            the undersigned, from each of the companies designated
            in Item 3. (Use column (a) as supplementary statement
            only.)
            (Amounts given constitute compensation for all services
            rendered in above capacity, including any services under
            Sec. 12(i)).




                        Salary or other compensations
<PAGE>
<PAGE>

Name of Recipient  
       
James D. Latimer
<PAGE>
                        received during
                          prior year
                              (a)

                          134,996.00

<PAGE>
                                              to be
                                             received
                                               (b)

                                           125,496.00
<PAGE>
                                                           Person or company 
                                                           from whom received 
                                                            or to be received
                                                                    
                                                         The Potomac Edison Co.


      (b)   Basis for compensation if other than salary.

6.    (To be answered in supplementary statement only.  See
      instructions.)  Expenses incurred by the undersigned or any
      person named in Item 2, above, during the calendar year in
      connection with the activities described in Item 4, above, and
      the source or sources of reimbursement for same.
      None in connection with any services under Sec. 12(i).

      (a)   Total amount of routine expenses charged to client:

      (b)   Itemized list of all other expenses:




Dated:  January 28, 1994                                           
                            JD LATIMER
                            JD LATIMER






<PAGE>
                           UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                       Washington, DC  20549

                 FORM U-12(I)-B (ANNUAL STATEMENT)

                        Calendar Year 1994

STATEMENT PURSUANT TO SECTION 12(i) OF PUBLIC UTILITY HOLDING
COMPANY ACT OF 1935 BY A PERSON REGULARLY EMPLOYED OR RETAINED BY A
REGISTERED HOLDING COMPANY OR A SUBSIDIARY THEREOF AND WHOSE
EMPLOYMENT CONTEMPLATES ONLY ROUTINE EXPENSES AS SPECIFIED IN RULE
71(b)

(To be filed in DUPLICATE.  If acknowledgment is desired, file in
triplicate)

          (ADVANCE STATEMENT AND SUPPLEMENTAL STATEMENT)

1.    Name and business address of person filing statement:

      Dennis C. Miller
      10435 Downsville Pike, Hagerstown, MD 21740-1766

2.    Names and business addresses of any persons through whom the
      undersigned proposes to act in matters included within the
      exemption provided by paragraph (b) of Rule 71:

      None

3.    Registered holding companies and subsidiary companies by which
      the undersigned is regularly employed or retained:

      The Potomac Edison Company, a subsidiary of a registered
      holding company.

4.    Position or relationship in which the undersigned is employed
      or retained by each of the companies named in   Item 3, and
      brief description of nature of services to be rendered in each
      such position or relationship:

      Manager, Public Information

5.    (a)   Compensation received during the prior year and to be
            received during the calendar year by the undersigned or
            others, directly or indirectly, for services rendered by
            the undersigned, from each of the companies designated
            in Item 3. (Use column (a) as supplementary statement
            only.)
            (Amounts given constitute compensation for all services
            rendered in above capacity, including any services under
            Sec. 12(i)).




                        Salary or other compensations
<PAGE>
<PAGE>

Name of Recipient  
       
Dennis C. Miller
<PAGE>
                        received during
                          prior year
                              (a)

                           74,760.00

<PAGE>
                                             to be
                                            received
                                              (b)

                                           75,612.00
                                                 

<PAGE>
                                                         Person or company 
                                                         from whom received 
                                                          or to be received
                                                                  
                                                       The Potomac Edison Co.


      (b)   Basis for compensation if other than salary.

6.    (To be answered in supplementary statement only.  See
      instructions.)  Expenses incurred by the undersigned or any
      person named in Item 2, above, during the calendar year in
      connection with the activities described in Item 4, above, and
      the source or sources of reimbursement for same.
      None in connection with any services under Sec. 12(i).

      (a)   Total amount of routine expenses charged to client:

      (b)   Itemized list of all other expenses:




Dated:  January 28, 1994                                           
                            DC MILLER
                            DC MILLER





<PAGE>
                           UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                       Washington, DC  20549

                 FORM U-12(I)-B (ANNUAL STATEMENT)

                        Calendar Year 1994

STATEMENT PURSUANT TO SECTION 12(i) OF PUBLIC UTILITY HOLDING
COMPANY ACT OF 1935 BY A PERSON REGULARLY EMPLOYED OR RETAINED BY A
REGISTERED HOLDING COMPANY OR A SUBSIDIARY THEREOF AND WHOSE
EMPLOYMENT CONTEMPLATES ONLY ROUTINE EXPENSES AS SPECIFIED IN RULE
71(b)

(To be filed in DUPLICATE.  If acknowledgment is desired, file in
triplicate)

          (ADVANCE STATEMENT AND SUPPLEMENTAL STATEMENT)

1.    Name and business address of person filing statement:

      Kathy L. Mitchell
      10435 Downsville Pike, Hagerstown, MD 21740-1766

2.    Names and business addresses of any persons through whom the
      undersigned proposes to act in matters included within the
      exemption provided by paragraph (b) of Rule 71:

      None

3.    Registered holding companies and subsidiary companies by which
      the undersigned is regularly employed or retained:

      The Potomac Edison Company, a subsidiary of a registered
      holding company.

4.    Position or relationship in which the undersigned is employed
      or retained by each of the companies named in   Item 3, and
      brief description of nature of services to be rendered in each
      such position or relationship:

      Attorney

5.    (a)   Compensation received during the prior year and to be
            received during the calendar year by the undersigned or
            others, directly or indirectly, for services rendered by
            the undersigned, from each of the companies designated
            in Item 3. (Use column (a) as supplementary statement
            only.)
            (Amounts given constitute compensation for all services
            rendered in above capacity, including any services under
            Sec. 12(i)).




                        Salary or other compensations
<PAGE>
<PAGE>

Name of Recipient  
       
Kathy L. Mitchell
<PAGE>
                        received during
                          prior year
                              (a)

                           47,133.64

<PAGE>
                                             to be
                                            received
                                              (b)

                                           51,528.00
                                                 

<PAGE>
                                                         Person or company 
                                                         from whom received 
                                                          or to be received
                                                                  
                                                       The Potomac Edison Co.


      (b)   Basis for compensation if other than salary.

6.    (To be answered in supplementary statement only.  See
      instructions.)  Expenses incurred by the undersigned or any
      person named in Item 2, above, during the calendar year in
      connection with the activities described in Item 4, above, and
      the source or sources of reimbursement for same.
      None in connection with any services under Sec. 12(i).

      (a)   Total amount of routine expenses charged to client:

      (b)   Itemized list of all other expenses:




Dated:  January 28, 1994                                           
                            KATHY L. MITCHELL
                            KATHY L. MITCHELL





<PAGE>
                           UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                       Washington, DC  20549

                 FORM U-12(I)-B (ANNUAL STATEMENT)

                        Calendar Year 1994

STATEMENT PURSUANT TO SECTION 12(i) OF PUBLIC UTILITY HOLDING
COMPANY ACT OF 1935 BY A PERSON REGULARLY EMPLOYED OR RETAINED BY A
REGISTERED HOLDING COMPANY OR A SUBSIDIARY THEREOF AND WHOSE
EMPLOYMENT CONTEMPLATES ONLY ROUTINE EXPENSES AS SPECIFIED IN RULE
71(b)

(To be filed in DUPLICATE.  If acknowledgment is desired, file in
triplicate)

          (ADVANCE STATEMENT AND SUPPLEMENTAL STATEMENT)

1.    Name and business address of person filing statement:

      Robert B. Murdock
      10435 Downsville Pike, Hagerstown, MD 21740-1766

2.    Names and business addresses of any persons through whom the
      undersigned proposes to act in matters included within the
      exemption provided by paragraph (b) of Rule 71:

      None

3.    Registered holding companies and subsidiary companies by which
      the undersigned is regularly employed or retained:

      The Potomac Edison Company, a subsidiary of a registered
      holding company.

4.    Position or relationship in which the undersigned is employed
      or retained by each of the companies named in   Item 3, and
      brief description of nature of services to be rendered in each
      such position or relationship:

      Vice President, Legal Services

5.    (a)   Compensation received during the prior year and to be
            received during the calendar year by the undersigned or
            others, directly or indirectly, for services rendered by
            the undersigned, from each of the companies designated
            in Item 3. (Use column (a) as supplementary statement
            only.)
            (Amounts given constitute compensation for all services
            rendered in above capacity, including any services under
            Sec. 12(i)).




                        Salary or other compensations
<PAGE>
<PAGE>

Name of Recipient  
       
Robert B. Murdock
<PAGE>
                        received during
                          prior year
                              (a)

                          154,000.00

<PAGE>
                                              to be
                                             received
                                               (b)

                                           139,500.00

<PAGE>
                                                           Person or company 
                                                           from whom received 
                                                            or to be received
                                                                    
                                                         The Potomac Edison Co.


      (b)   Basis for compensation if other than salary.

6.    (To be answered in supplementary statement only.  See
      instructions.)  Expenses incurred by the undersigned or any
      person named in Item 2, above, during the calendar year in
      connection with the activities described in Item 4, above, and
      the source or sources of reimbursement for same.
      None in connection with any services under Sec. 12(i).

      (a)   Total amount of routine expenses charged to client:

      (b)   Itemized list of all other expenses:




Dated:  January 28, 1994                                           
                            ROBERT B MURDOCK
                            ROBERT B MURDOCK






<PAGE>
                           UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                       Washington, DC  20549

                 FORM U-12(I)-B (ANNUAL STATEMENT)

                        Calendar Year 1994

STATEMENT PURSUANT TO SECTION 12(i) OF PUBLIC UTILITY HOLDING
COMPANY ACT OF 1935 BY A PERSON REGULARLY EMPLOYED OR RETAINED BY A
REGISTERED HOLDING COMPANY OR A SUBSIDIARY THEREOF AND WHOSE
EMPLOYMENT CONTEMPLATES ONLY ROUTINE EXPENSES AS SPECIFIED IN RULE
71(b)

(To be filed in DUPLICATE.  If acknowledgment is desired, file in
triplicate)

          (ADVANCE STATEMENT AND SUPPLEMENTAL STATEMENT)

1.    Name and business address of person filing statement:

      Nancy K. Neff
      700 Fourth Street, Cumberland, MD 21501

2.    Names and business addresses of any persons through whom the
      undersigned proposes to act in matters included within the
      exemption provided by paragraph (b) of Rule 71:

      None

3.    Registered holding companies and subsidiary companies by which
      the undersigned is regularly employed or retained:

      The Potomac Edison Company, a subsidiary of a registered
      holding company.

4.    Position or relationship in which the undersigned is employed
      or retained by each of the companies named in   Item 3, and
      brief description of nature of services to be rendered in each
      such position or relationship:

      Manager, Western Division

5.    (a)   Compensation received during the prior year and to be
            received during the calendar year by the undersigned or
            others, directly or indirectly, for services rendered by
            the undersigned, from each of the companies designated
            in Item 3. (Use column (a) as supplementary statement
            only.)
            (Amounts given constitute compensation for all services
            rendered in above capacity, including any services under
            Sec. 12(i)).




                        Salary or other compensations
<PAGE>
<PAGE>

Name of Recipient  
       
 Nancy K. Neff
<PAGE>
                        received during
                          prior year
                              (a)

                           88,956.00

<PAGE>
                                             to be
                                            received
                                              (b)

                                           90,756.00
                                                 

<PAGE>
                                                         Person or company 
                                                         from whom received 
                                                          or to be received
                                                                  
                                                       The Potomac Edison Co.


      (b)   Basis for compensation if other than salary.

6.    (To be answered in supplementary statement only.  See
      instructions.)  Expenses incurred by the undersigned or any
      person named in Item 2, above, during the calendar year in
      connection with the activities described in Item 4, above, and
      the source or sources of reimbursement for same.
      None in connection with any services under Sec. 12(i).

      (a)   Total amount of routine expenses charged to client:

      (b)   Itemized list of all other expenses:




Dated:  January 28, 1994                                           
                            NANCY K. NEFF
                            NANCY K. NEFF







<PAGE>
                           UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                       Washington, DC  20549

                 FORM U-12(I)-B (ANNUAL STATEMENT)

                        Calendar Year 1994

STATEMENT PURSUANT TO SECTION 12(i) OF PUBLIC UTILITY HOLDING
COMPANY ACT OF 1935 BY A PERSON REGULARLY EMPLOYED OR RETAINED BY A
REGISTERED HOLDING COMPANY OR A SUBSIDIARY THEREOF AND WHOSE
EMPLOYMENT CONTEMPLATES ONLY ROUTINE EXPENSES AS SPECIFIED IN RULE
71(b)

(To be filed in DUPLICATE.  If acknowledgment is desired, file in
triplicate)

          (ADVANCE STATEMENT AND SUPPLEMENTAL STATEMENT)

1.    Name and business address of person filing statement:

      Alan J. Noia
      10435 Downsville Pike, Hagerstown, MD 21740-1766

2.    Names and business addresses of any persons through whom the
      undersigned proposes to act in matters included within the
      exemption provided by paragraph (b) of Rule 71:

      None

3.    Registered holding companies and subsidiary companies by which
      the undersigned is regularly employed or retained:

      The Potomac Edison Company, a subsidiary of a registered
      holding company.

4.    Position or relationship in which the undersigned is employed
      or retained by each of the companies named in   Item 3, and
      brief description of nature of services to be rendered in each
      such position or relationship:

      President

5.    (a)   Compensation received during the prior year and to be
            received during the calendar year by the undersigned or
            others, directly or indirectly, for services rendered by
            the undersigned, from each of the companies designated
            in Item 3. (Use column (a) as supplementary statement
            only.)
            (Amounts given constitute compensation for all services
            rendered in above capacity, including any services under
            Sec. 12(i)).




                        Salary or other compensations
<PAGE>
<PAGE>

Name of Recipient  
       
 Alan J. Noia
<PAGE>
                        received during
                          prior year
                              (a)

                          251,182.87

<PAGE>
                                              to be
                                             received
                                               (b)

                                           222,000.00

<PAGE>
                                                           Person or company 
                                                           from whom received 
                                                            or to be received
                                                                    
                                                         The Potomac Edison Co.


      (b)   Basis for compensation if other than salary.

6.    (To be answered in supplementary statement only.  See
      instructions.)  Expenses incurred by the undersigned or any
      person named in Item 2, above, during the calendar year in
      connection with the activities described in Item 4, above, and
      the source or sources of reimbursement for same.
      None in connection with any services under Sec. 12(i).

      (a)   Total amount of routine expenses charged to client:

      (b)   Itemized list of all other expenses:




Dated:  January 28, 1994                                           
                            ANOIA
                            ANOIA







<PAGE>
                           UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                       Washington, DC  20549

                 FORM U-12(I)-B (ANNUAL STATEMENT)

                        Calendar Year 1994

STATEMENT PURSUANT TO SECTION 12(i) OF PUBLIC UTILITY HOLDING
COMPANY ACT OF 1935 BY A PERSON REGULARLY EMPLOYED OR RETAINED BY A
REGISTERED HOLDING COMPANY OR A SUBSIDIARY THEREOF AND WHOSE
EMPLOYMENT CONTEMPLATES ONLY ROUTINE EXPENSES AS SPECIFIED IN RULE
71(b)

(To be filed in DUPLICATE.  If acknowledgment is desired, file in
triplicate)

          (ADVANCE STATEMENT AND SUPPLEMENTAL STATEMENT)

1.    Name and business address of person filing statement:

      James C.T. Poffenberger
      10802 Bower Avenue, Williamsport, MD 21795

2.    Names and business addresses of any persons through whom the
      undersigned proposes to act in matters included within the
      exemption provided by paragraph (b) of Rule 71:

      None

3.    Registered holding companies and subsidiary companies by which
      the undersigned is regularly employed or retained:

      The Potomac Edison Company, a subsidiary of a registered
      holding company.

4.    Position or relationship in which the undersigned is employed
      or retained by each of the companies named in   Item 3, and
      brief description of nature of services to be rendered in each
      such position or relationship:

      Manager, Northern Division

5.    (a)   Compensation received during the prior year and to be
            received during the calendar year by the undersigned or
            others, directly or indirectly, for services rendered by
            the undersigned, from each of the companies designated
            in Item 3. (Use column (a) as supplementary statement
            only.)
            (Amounts given constitute compensation for all services
            rendered in above capacity, including any services under
            Sec. 12(i)).




                        Salary or other compensations
<PAGE>
<PAGE>

Name of Recipient  
       
James C.T. Poffenberger
<PAGE>
                        received during
                          prior year
                              (a)

                           83,022.00
<PAGE>
                                             to be
                                            received
                                              (b)

                                           84,192.00
                                                 
<PAGE>
                                                         Person or company 
                                                         from whom received 
                                                          or to be received
                                                                  
                                                       The Potomac Edison Co.


      (b)   Basis for compensation if other than salary.

6.    (To be answered in supplementary statement only.  See
      instructions.)  Expenses incurred by the undersigned or any
      person named in Item 2, above, during the calendar year in
      connection with the activities described in Item 4, above, and
      the source or sources of reimbursement for same.
      None in connection with any services under Sec. 12(i).

      (a)   Total amount of routine expenses charged to client:

      (b)   Itemized list of all other expenses:




Dated:  January 28, 1994                                           
                            JAMES C.T. POFFENBERGER
                            JAMES C.T. POFFENBERGER








<PAGE>
                           UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                       Washington, DC  20549

                 FORM U-12(I)-B (ANNUAL STATEMENT)

                        Calendar Year 1994

STATEMENT PURSUANT TO SECTION 12(i) OF PUBLIC UTILITY HOLDING
COMPANY ACT OF 1935 BY A PERSON REGULARLY EMPLOYED OR RETAINED BY A
REGISTERED HOLDING COMPANY OR A SUBSIDIARY THEREOF AND WHOSE
EMPLOYMENT CONTEMPLATES ONLY ROUTINE EXPENSES AS SPECIFIED IN RULE
71(b)

(To be filed in DUPLICATE.  If acknowledgment is desired, file in
triplicate)

          (ADVANCE STATEMENT AND SUPPLEMENTAL STATEMENT)

1.    Name and business address of person filing statement:

      Richard A. Roschli
      421 East Patrick Street, Frederick, MD 21701

2.    Names and business addresses of any persons through whom the
      undersigned proposes to act in matters included within the
      exemption provided by paragraph (b) of Rule 71:

      None

3.    Registered holding companies and subsidiary companies by which
      the undersigned is regularly employed or retained:

      The Potomac Edison Company, a subsidiary of a registered
      holding company.

4.    Position or relationship in which the undersigned is employed
      or retained by each of the companies named in   Item 3, and
      brief description of nature of services to be rendered in each
      such position or relationship:

      Manager, Eastern Division

5.    (a)   Compensation received during the prior year and to be
            received during the calendar year by the undersigned or
            others, directly or indirectly, for services rendered by
            the undersigned, from each of the companies designated
            in Item 3. (Use column (a) as supplementary statement
            only.)
            (Amounts given constitute compensation for all services
            rendered in above capacity, including any services under
            Sec. 12(i)).




                        Salary or other compensations
<PAGE>
<PAGE>

Name of Recipient  
       
Richard A. Roschli
<PAGE>
                        received during
                          prior year
                              (a)

                           93,900.00
<PAGE>
                                             to be
                                            received
                                              (b)

                                           96,720.00
                                                 
<PAGE>
                                                         Person or company 
                                                         from whom received 
                                                          or to be received
                                                                  
                                                       The Potomac Edison Co.


      (b)   Basis for compensation if other than salary.

6.    (To be answered in supplementary statement only.  See
      instructions.)  Expenses incurred by the undersigned or any
      person named in Item 2, above, during the calendar year in
      connection with the activities described in Item 4, above, and
      the source or sources of reimbursement for same.
      None in connection with any services under Sec. 12(i).

      (a)   Total amount of routine expenses charged to client:

      (b)   Itemized list of all other expenses:




Dated:  January 28, 1994                                           
                            RICHARD A. ROSCHLI
                            RICHARD A. ROSCHLI








<PAGE>
                           UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                       Washington, DC  20549

                 FORM U-12(I)-B (ANNUAL STATEMENT)

                        Calendar Year 1994

STATEMENT PURSUANT TO SECTION 12(i) OF PUBLIC UTILITY HOLDING
COMPANY ACT OF 1935 BY A PERSON REGULARLY EMPLOYED OR RETAINED BY A
REGISTERED HOLDING COMPANY OR A SUBSIDIARY THEREOF AND WHOSE
EMPLOYMENT CONTEMPLATES ONLY ROUTINE EXPENSES AS SPECIFIED IN RULE
71(b)

(To be filed in DUPLICATE.  If acknowledgment is desired, file in
triplicate)

          (ADVANCE STATEMENT AND SUPPLEMENTAL STATEMENT)

1.    Name and business address of person filing statement:

      Harry G. Saufley
      2 Mechanic Street, Luray, VA 22835

2.    Names and business addresses of any persons through whom the
      undersigned proposes to act in matters included within the
      exemption provided by paragraph (b) of Rule 71:

      None

3.    Registered holding companies and subsidiary companies by which
      the undersigned is regularly employed or retained:

      The Potomac Edison Company, a subsidiary of a registered
      holding company.

4.    Position or relationship in which the undersigned is employed
      or retained by each of the companies named in   Item 3, and
      brief description of nature of services to be rendered in each
      such position or relationship:

      Manager, Blue Ridge Area

5.    (a)   Compensation received during the prior year and to be
            received during the calendar year by the undersigned or
            others, directly or indirectly, for services rendered by
            the undersigned, from each of the companies designated
            in Item 3. (Use column (a) as supplementary statement
            only.)
            (Amounts given constitute compensation for all services
            rendered in above capacity, including any services under
            Sec. 12(i)).




                        Salary or other compensations
<PAGE>
<PAGE>

Name of Recipient  
       
Harry G. Saufley
<PAGE>
                        received during
                          prior year
                              (a)

                           77,793.00
<PAGE>
                                             to be
                                            received
                                              (b)

                                           80,496.00
                                                 
<PAGE>
                                                         Person or company 
                                                         from whom received 
                                                          or to be received
                                                                  
                                                       The Potomac Edison Co.


      (b)   Basis for compensation if other than salary.

6.    (To be answered in supplementary statement only.  See
      instructions.)  Expenses incurred by the undersigned or any
      person named in Item 2, above, during the calendar year in
      connection with the activities described in Item 4, above, and
      the source or sources of reimbursement for same.
      None in connection with any services under Sec. 12(i).

      (a)   Total amount of routine expenses charged to client:

      (b)   Itemized list of all other expenses:




Dated:  January 28, 1994                                           
                            HARRY G. SAUFLEY
                            HARRY G. SAUFLEY









<PAGE>
                           UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                       Washington, DC  20549

                 FORM U-12(I)-B (ANNUAL STATEMENT)

                        Calendar Year 1994

STATEMENT PURSUANT TO SECTION 12(i) OF PUBLIC UTILITY HOLDING
COMPANY ACT OF 1935 BY A PERSON REGULARLY EMPLOYED OR RETAINED BY A
REGISTERED HOLDING COMPANY OR A SUBSIDIARY THEREOF AND WHOSE
EMPLOYMENT CONTEMPLATES ONLY ROUTINE EXPENSES AS SPECIFIED IN RULE
71(b)

(To be filed in DUPLICATE.  If acknowledgment is desired, file in
triplicate)

          (ADVANCE STATEMENT AND SUPPLEMENTAL STATEMENT)

1.    Name and business address of person filing statement:

      Susan T. Tuckwell
      10435 Downsville Pike, Hagerstown, MD 21740-1766

2.    Names and business addresses of any persons through whom the
      undersigned proposes to act in matters included within the
      exemption provided by paragraph (b) of Rule 71:

      None

3.    Registered holding companies and subsidiary companies by which
      the undersigned is regularly employed or retained:

      The Potomac Edison Company, a subsidiary of a registered
      holding company.

4.    Position or relationship in which the undersigned is employed
      or retained by each of the companies named in   Item 3, and
      brief description of nature of services to be rendered in each
      such position or relationship:

      Director, Customer Relations

5.    (a)   Compensation received during the prior year and to be
            received during the calendar year by the undersigned or
            others, directly or indirectly, for services rendered by
            the undersigned, from each of the companies designated
            in Item 3. (Use column (a) as supplementary statement
            only.)
            (Amounts given constitute compensation for all services
            rendered in above capacity, including any services under
            Sec. 12(i)).




                        Salary or other compensations
<PAGE>
<PAGE>

Name of Recipient  
       
Susan T. Tuckwell
<PAGE>
                        received during
                          prior year
                              (a)

                           99,843.00
<PAGE>
                                             to be
                                            received
                                              (b)

                                           95,004.00
                                                 
<PAGE>
                                                         Person or company 
                                                         from whom received 
                                                          or to be received
                                                                  
                                                       The Potomac Edison Co.


      (b)   Basis for compensation if other than salary.

6.    (To be answered in supplementary statement only.  See
      instructions.)  Expenses incurred by the undersigned or any
      person named in Item 2, above, during the calendar year in
      connection with the activities described in Item 4, above, and
      the source or sources of reimbursement for same.
      None in connection with any services under Sec. 12(i).

      (a)   Total amount of routine expenses charged to client:

      (b)   Itemized list of all other expenses:




Dated:  January 28, 1994                                           
                            SUSAN T. TUCKWELL
                            SUSAN T. TUCKWELL









<PAGE>
                           UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                       Washington, DC  20549

                 FORM U-12(I)-B (ANNUAL STATEMENT)

                        Calendar Year 1994

STATEMENT PURSUANT TO SECTION 12(i) OF PUBLIC UTILITY HOLDING
COMPANY ACT OF 1935 BY A PERSON REGULARLY EMPLOYED OR RETAINED BY A
REGISTERED HOLDING COMPANY OR A SUBSIDIARY THEREOF AND WHOSE
EMPLOYMENT CONTEMPLATES ONLY ROUTINE EXPENSES AS SPECIFIED IN RULE
71(b)

(To be filed in DUPLICATE.  If acknowledgment is desired, file in
triplicate)

          (ADVANCE STATEMENT AND SUPPLEMENTAL STATEMENT)

1.    Name and business address of person filing statement:

      Paul M. Usary
      10435 Downsville Pike, Hagerstown, MD 21740-1766

2.    Names and business addresses of any persons through whom the
      undersigned proposes to act in matters included within the
      exemption provided by paragraph (b) of Rule 71:

      None

3.    Registered holding companies and subsidiary companies by which
      the undersigned is regularly employed or retained:

      The Potomac Edison Company, a subsidiary of a registered
      holding company.

4.    Position or relationship in which the undersigned is employed
      or retained by each of the companies named in   Item 3, and
      brief description of nature of services to be rendered in each
      such position or relationship:

      Director, Personnel

5.    (a)   Compensation received during the prior year and to be
            received during the calendar year by the undersigned or
            others, directly or indirectly, for services rendered by
            the undersigned, from each of the companies designated
            in Item 3. (Use column (a) as supplementary statement
            only.)
            (Amounts given constitute compensation for all services
            rendered in above capacity, including any services under
            Sec. 12(i)).




                        Salary or other compensations
<PAGE>
<PAGE>

Name of Recipient  
       
 Paul M. Usary
<PAGE>
                        received during
                          prior year
                              (a)

                          103,364.00
<PAGE>
                                              to be
                                             received
                                               (b)

                                           101,796.00
<PAGE>
                                                           Person or company 
                                                           from whom received 
                                                            or to be received
                                                                    
                                                         The Potomac Edison Co.


      (b)   Basis for compensation if other than salary.

6.    (To be answered in supplementary statement only.  See
      instructions.)  Expenses incurred by the undersigned or any
      person named in Item 2, above, during the calendar year in
      connection with the activities described in Item 4, above, and
      the source or sources of reimbursement for same.
      None in connection with any services under Sec. 12(i).

      (a)   Total amount of routine expenses charged to client:

      (b)   Itemized list of all other expenses:




Dated:  January 28, 1994                                           
                            PAUL M. USARY
                            PAUL M. USARY










<PAGE>
                           UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                       Washington, DC  20549

                 FORM U-12(I)-B (ANNUAL STATEMENT)

                        Calendar Year 1994

STATEMENT PURSUANT TO SECTION 12(i) OF PUBLIC UTILITY HOLDING
COMPANY ACT OF 1935 BY A PERSON REGULARLY EMPLOYED OR RETAINED BY A
REGISTERED HOLDING COMPANY OR A SUBSIDIARY THEREOF AND WHOSE
EMPLOYMENT CONTEMPLATES ONLY ROUTINE EXPENSES AS SPECIFIED IN RULE
71(b)

(To be filed in DUPLICATE.  If acknowledgment is desired, file in
triplicate)

          (ADVANCE STATEMENT AND SUPPLEMENTAL STATEMENT)

1.    Name and business address of person filing statement:

      Dale F. Zimmerman
      10435 Downsville Pike, Hagerstown, MD 21740-1766

2.    Names and business addresses of any persons through whom the
      undersigned proposes to act in matters included within the
      exemption provided by paragraph (b) of Rule 71:

      None

3.    Registered holding companies and subsidiary companies by which
      the undersigned is regularly employed or retained:

      The Potomac Edison Company, a subsidiary of a registered
      holding company.

4.    Position or relationship in which the undersigned is employed
      or retained by each of the companies named in   Item 3, and
      brief description of nature of services to be rendered in each
      such position or relationship:

      Secretary & Treasurer

5.    (a)   Compensation received during the prior year and to be
            received during the calendar year by the undersigned or
            others, directly or indirectly, for services rendered by
            the undersigned, from each of the companies designated
            in Item 3. (Use column (a) as supplementary statement
            only.)
            (Amounts given constitute compensation for all services
            rendered in above capacity, including any services under
            Sec. 12(i)).




                        Salary or other compensations
<PAGE>
<PAGE>

Name of Recipient  
       
Dale F. Zimmerman
<PAGE>
                        received during
                          prior year
                              (a)

                           99,704.00
<PAGE>
                                             to be
                                            received
                                              (b)

                                           96,000.00
                                                 
<PAGE>
                                                         Person or company 
                                                         from whom received 
                                                          or to be received
                                                                  
                                                       The Potomac Edison Co.


      (b)   Basis for compensation if other than salary.

6.    (To be answered in supplementary statement only.  See
      instructions.)  Expenses incurred by the undersigned or any
      person named in Item 2, above, during the calendar year in
      connection with the activities described in Item 4, above, and
      the source or sources of reimbursement for same.
      None in connection with any services under Sec. 12(i).

      (a)   Total amount of routine expenses charged to client:

      (b)   Itemized list of all other expenses:




Dated:  January 28, 1994                                           
                            DALE F. ZIMMERMAN
                            DALE F. ZIMMERMAN







<PAGE>
                           UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                       Washington, DC  20549

                 FORM U-12(I)-B (ANNUAL STATEMENT)

                        Calendar Year 1994

STATEMENT PURSUANT TO SECTION 12(i) OF PUBLIC UTILITY HOLDING
COMPANY ACT OF 1935 BY A PERSON REGULARLY EMPLOYED OR RETAINED BY A
REGISTERED HOLDING COMPANY OR A SUBSIDIARY THEREOF AND WHOSE
EMPLOYMENT CONTEMPLATES ONLY ROUTINE EXPENSES AS SPECIFIED IN RULE
71(b)

(To be filed in DUPLICATE.  If acknowledgment is desired, file in
triplicate)

                        (ADVANCE STATEMENT)

1.    Name and business address of person filing statement:

      Carolyn R. Shaw
      10435 Downsville Pike, Hagerstown, MD 21740-1766

2.    Names and business addresses of any persons through whom the
      undersigned proposes to act in matters included within the
      exemption provided by paragraph (b) of Rule 71:

      None

3.    Registered holding companies and subsidiary companies by which
      the undersigned is regularly employed or retained:

      The Potomac Edison Company, a subsidiary of a registered
      holding company.

4.    Position or relationship in which the undersigned is employed
      or retained by each of the companies named in   Item 3, and
      brief description of nature of services to be rendered in each
      such position or relationship:

      Public Affairs Representative

5.    (a)   Compensation received during the prior year and to be
            received during the calendar year by the undersigned or
            others, directly or indirectly, for services rendered by
            the undersigned, from each of the companies designated
            in Item 3. (Use column (a) as supplementary statement
            only.)
            (Amounts given constitute compensation for all services
            rendered in above capacity, including any services under
            Sec. 12(i)).




                        Salary or other compensations
<PAGE>
<PAGE>

Name of Recipient  
       
Carolyn R. Shaw
<PAGE>
                        received during
                          prior year
                              (a)

                           53,578.00
<PAGE>
                                             to be
                                            received
                                              (b)

                                           53,748.00
                                                 
<PAGE>
                                                         Person or company 
                                                         from whom received 
                                                          or to be received
                                                                  
                                                       The Potomac Edison Co.


      (b)   Basis for compensation if other than salary.

6.    (To be answered in supplementary statement only.  See
      instructions.)  Expenses incurred by the undersigned or any
      person named in Item 2, above, during the calendar year in
      connection with the activities described in Item 4, above, and
      the source or sources of reimbursement for same.
      None in connection with any services under Sec. 12(i).

      (a)   Total amount of routine expenses charged to client:

      (b)   Itemized list of all other expenses:




Dated:  January 28, 1994                                           
                            CAROLYN R. SHAW
                            CAROLYN R. SHAW





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