POTOMAC EDISON CO
U-12-IB, 1995-01-30
ELECTRIC SERVICES
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                SECURITIES AND EXCHANGE COMMISSION

                       Washington, DC  20549

                   Three year period ending 1997

               FORM U-12(I)-B (THREE-YEAR STATEMENT)

          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)


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 current year and
            estimated to be received over the next two calendar
            years 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.) [Amended
            in Release No. 35-26031 (Paragraph 85,337), effective
            May 31, 1994, 59 F.R. 21922.]


                    Salary or other
                     compensations              
Name of                        to be      Person or company 
Recipient         received    received    from whom received
                     (a)         (b)      or to be received
                     
Martin E. Bratcher, Jr. 
            1994   $116,008     $-        Potomac Edison
                                                                  


      (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.

      (a)   Total amount of routine expenses charged 
            to client:  $3,414.
      
      (b)   Itemized list of all other expenses:



Dated: January 30, 1995         
                              MARTIN E. BRATCHER, JR.
                              MARTIN E. BRATCHER, JR.

<PAGE>
                SECURITIES AND EXCHANGE COMMISSION

                       Washington, DC  20549

                   Three year period ending 1997

               FORM U-12(I)-B (THREE-YEAR STATEMENT)

          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)


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 current year and
            estimated to be received over the next two calendar
            years 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.) [Amended
            in Release No. 35-26031 (Paragraph 85,337), effective
            May 31, 1994, 59 F.R. 21922.]



             Salary or other
              compensations         
Name of                 to be       Person or Company
Recipient   received  received      from whom received
                                    or to be received
              (a)         (b) 

Philip J. Bray    
      1994  $91,500     $     -     Potomac Edison
      1995  $   -       $ 93,000    Potomac Edison
      1996  $   -       $ 96,720    Potomac Edison
      1997  $   -       $100,589    Potomac Edison


      (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.

      (a)   Total amount of routine expenses charged 
            to client:  $993.
      
      (b)   Itemized list of all other expenses:



Dated: January 30, 1995              /PHILIP J. BRAY/           
                                      Philip J. Bray
<PAGE>
                SECURITIES AND EXCHANGE COMMISSION

                       Washington, DC  20549

                   Three year period ending 1997

               FORM U-12(I)-B (THREE-YEAR STATEMENT)

          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)


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 current year and
            estimated to be received over the next two calendar
            years 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.) [Amended
            in Release No. 35-26031 (Paragraph 85,337), effective
            May 31, 1994, 59 F.R. 21922.]



              Salary or other
               compensations              
Name of                   to be        Person or Company
Recipient   received    received       from whom received
               (a)        (b)          or to be received

Marleen L. Brooks
      1994  $ 78,844    $     -        Potomac Edison
      1995  $   -       $ 79,764       Potomac Edison
      1996  $   -       $ 82,955       Potomac Edison
      1997  $   -       $ 86,273       Potomac Edison


      (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.

      (a)   Total amount of routine expenses charged 
            to client:  $381.
      
      (b)   Itemized list of all other expenses:



Dated: January 30, 1995             /MARLEEN L. BROOKS/       
                                     Marleen L. Brooks
<PAGE>
                SECURITIES AND EXCHANGE COMMISSION

                       Washington, DC  20549

                   Three year period ending 1997

               FORM U-12(I)-B (THREE-YEAR STATEMENT)

          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)


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 current year and
            estimated to be received over the next two calendar
            years 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.) [Amended
            in Release No. 35-26031 (Paragraph 85,337), effective
            May 31, 1994, 59 F.R. 21922.]



                  Salary or other
                  compensations           
Name of                       to be          Person or Company
Recipient         received    received       from whom received
                    (a)         (b)          or to be received

Robert C. Carder, Jr.   
               1994  $73,260   $-            Potomac Edison


      (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.

      (a)   Total amount of routine expenses charged 
            to client:  $3,721.
      
      (b)   Itemized list of all other expenses:



Dated: January 30, 1995             /ROBERT C. CARDER, JR./     
                                     Robert C. Carder, Jr.
<PAGE>
                SECURITIES AND EXCHANGE COMMISSION

                       Washington, DC  20549

                   Three year period ending 1997

               FORM U-12(I)-B (THREE-YEAR STATEMENT)

          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)


1.    Name and business address of person filing statement:

      William D. Cowden
      421 E. 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 current year and
            estimated to be received over the next two calendar
            years 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.) [Amended
            in Release No. 35-26031 (Paragraph 85,337), effective
            May 31, 1994, 59 F.R. 21922.]



                  Salary or other
                  compensations                 
Name of                       to be         Person or Company
Recipient         received    received      from whom received
                  (a)           (b)         or to be received

William D. Cowden       
               1994 $103,111    $-          Potomac Edison


      (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.

      (a)   Total amount of routine expenses charged 
            to client:  $6,775.
      
      (b)   Itemized list of all other expenses:



Dated: January 30, 1995              /WILLIAM D. COWDEN/        
                                      William D. Cowden
<PAGE>
                SECURITIES AND EXCHANGE COMMISSION

                       Washington, DC  20549

                   Three year period ending 1997

               FORM U-12(I)-B (THREE-YEAR STATEMENT)

          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)


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 current year and
            estimated to be received over the next two calendar
            years 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.) [Amended
            in Release No. 35-26031 (Paragraph 85,337), effective
            May 31, 1994, 59 F.R. 21922.]



                    Salary or other
                     compensations                    
Name of                         to be       Person or Company
Recipient       received      received      from whom received
                  (a)           (b)         or to be received

Benjamin F. Elkins      
             1994 $78,195        $-         Potomac Edison



      (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.

      (a)   Total amount of routine expenses charged 
            to client:  $979.
      
      (b)   Itemized list of all other expenses:



Dated: January 30, 1995              /BENJAMIN F. ELKINS/       
                                      Benjamin F. Elkins
<PAGE>
                SECURITIES AND EXCHANGE COMMISSION

                       Washington, DC  20549

                   Three year period ending 1997

               FORM U-12(I)-B (THREE-YEAR STATEMENT)

          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)


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:

      Director, Human Resources

5.    (a)   Compensation received during the current year and
            estimated to be received over the next two calendar
            years 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.) [Amended
            in Release No. 35-26031 (Paragraph 85,337), effective
            May 31, 1994, 59 F.R. 21922.]



                  Salary or other
                   compensations                

Name of                       to be         Person or Company
Recipient         received    received      from whom received
                  (a)           (b)         or to be received

Lucinda S. Grunberg     
            1994  $ 84,252    $-            Potomac Edison
            1995  $   -       $ 93,744      Potomac Edison
            1996  $   -       $ 97,494      Potomac Edison
            1997  $   -       $101,394      Potomac Edison



      (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.

      (a)   Total amount of routine expenses charged 
            to client:  $974.
      
      (b)   Itemized list of all other expenses:



Dated: January 30, 1995               /LUCINDA S. GRUNBERG/     
                                       Lucinda S. Grunberg
<PAGE>
                SECURITIES AND EXCHANGE COMMISSION

                       Washington, DC  20549

                   Three year period ending 1997

               FORM U-12(I)-B (THREE-YEAR STATEMENT)

          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)


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 current year and
            estimated to be received over the next two calendar
            years 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.) [Amended
            in Release No. 35-26031 (Paragraph 85,337), effective
            May 31, 1994, 59 F.R. 21922.]



                        Salary or other
                         compensations          
Name of                         to be       Person or Company
Recipient         received    received      from whom received
                    (a)         (b)         or to be received

Gerald E. Hoak 
              1994 $78,000      $-          Potomac Edison


      (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.

      (a)   Total amount of routine expenses charged 
            to client:  $1,447.
      
      (b)   Itemized list of all other expenses:



Dated: January 30, 1995              /GERALD E. HOAK/           
                                      Gerald E. Hoak
<PAGE>
                SECURITIES AND EXCHANGE COMMISSION

                       Washington, DC  20549

                   Three year period ending 1997

               FORM U-12(I)-B (THREE-YEAR STATEMENT)

          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)


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:

      Assistant Comptroller

5.    (a)   Compensation received during the current year and
            estimated to be received over the next two calendar
            years 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.) [Amended
            in Release No. 35-26031 (Paragraph 85,337), effective
            May 31, 1994, 59 F.R. 21922.]



                    Salary or other
                     compensations                    
Name of                       to be         Person or Company
Recipient         received    received      from whom received
                   (a)          (b)         or to be received

Dale W. Hollinger       
              1994 $ 87,600     $-          Potomac Edison



      (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.

      (a)   Total amount of routine expenses charged 
            to client:  $20.
      
      (b)   Itemized list of all other expenses:



Dated: January 30, 1995             /DALE W. HOLLINGER/       
                                     Dale W. Hollinger
<PAGE>
                SECURITIES AND EXCHANGE COMMISSION

                       Washington, DC  20549

                   Three year period ending 1997

               FORM U-12(I)-B (THREE-YEAR STATEMENT)

          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)


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:

      Assistant Comptroller

5.    (a)   Compensation received during the current year and
            estimated to be received over the next two calendar
            years 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.) [Amended
            in Release No. 35-26031 (Paragraph 85,337), effective
            May 31, 1994, 59 F.R. 21922.]



                    Salary or other
                     compensations                    
Name of                         to be       Person or Company
Recipient         received    received      from whom received
                    (a)         (b)         or to be received

Steve L. Klick          
              1994 $76,880       $-         Potomac Edison


      (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.

      (a)   Total amount of routine expenses charged 
            to client:  $277.
      
      (b)   Itemized list of all other expenses:



Dated: January 30, 1995               /STEVE L. KLICK/          
                                       Steve L. Klick
<PAGE>
                SECURITIES AND EXCHANGE COMMISSION

                       Washington, DC  20549

                   Three year period ending 1997

               FORM U-12(I)-B (THREE-YEAR STATEMENT)

          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)


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 current year and
            estimated to be received over the next two calendar
            years 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.) [Amended
            in Release No. 35-26031 (Paragraph 85,337), effective
            May 31, 1994, 59 F.R. 21922.]



                    Salary or other
                     compensations                    
Name of                         to be       Person or Company
Recipient         received    received      from whom received
                    (a)         (b)         or to be received

Thomas J. Kloc
            1994  $128,000    $-            Potomac Edison
            1995  $   -       $122,496      Potomac Edison
            1996  $   -       $127,396      Potomac Edison
            1997  $   -       $132,492      Potomac Edison


      (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.

      (a)   Total amount of routine expenses charged 
            to client:  $2,822.
      
      (b)   Itemized list of all other expenses:



Dated: January 30, 1995                  /T. J. KLOC/           
                                          T. J. Kloc
<PAGE>
                SECURITIES AND EXCHANGE COMMISSION

                       Washington, DC  20549

                   Three year period ending 1997

               FORM U-12(I)-B (THREE-YEAR STATEMENT)

          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)


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 current year and
            estimated to be received over the next two calendar
            years 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.) [Amended
            in Release No. 35-26031 (Paragraph 85,337), effective
            May 31, 1994, 59 F.R. 21922.]



                    Salary or other
                     compensations              
Name of                       to be         Person or Company
Recipient          received   received      from whom received
                     (a)        (b)         or to be received

J. Wayne Lancaster      
                1994 $111,537    $-         Potomac Edison


      (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.

      (a)   Total amount of routine expenses charged 
            to client:  $710.
      
      (b)   Itemized list of all other expenses:



Dated: January 30, 1995            /DALE F. ZIMMERMAN/    
                              Dale F. Zimmerman, Secretary
                              The Potomac Edison Company
<PAGE>
                SECURITIES AND EXCHANGE COMMISSION

                       Washington, DC  20549

                   Three year period ending 1997

               FORM U-12(I)-B (THREE-YEAR STATEMENT)

          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)


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:

      Executive Vice President

5.    (a)   Compensation received during the current year and
            estimated to be received over the next two calendar
            years 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.) [Amended
            in Release No. 35-26031 (Paragraph 85,337), effective
            May 31, 1994, 59 F.R. 21922.]



                   Salary or other
                    compensations         
Name of                       to be         Person or Company
Recipient         received    received      from whom received
                    (a)         (b)         or to be received

James D. Latimer        
            1994  $154,152    $-            Potomac Edison
            1995  $   -       $144,996      Potomac Edison
            1996  $   -       $150,796      Potomac Edison
            1997  $   -       $156,828      Potomac Edison


      (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.

      (a)   Total amount of routine expenses charged 
            to client:  $8,994.
      
      (b)   Itemized list of all other expenses:



Dated: January 30, 1995               /J. D. LATIMER/           
                                       J. D. Latimer
<PAGE>
                SECURITIES AND EXCHANGE COMMISSION

                       Washington, DC  20549

                   Three year period ending 1997

               FORM U-12(I)-B (THREE-YEAR STATEMENT)

          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)


1.    Name and business address of person filing statement:

      William L. Mann
      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 current year and
            estimated to be received over the next two calendar
            years 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.) [Amended
            in Release No. 35-26031 (Paragraph 85,337), effective
            May 31, 1994, 59 F.R. 21922.]



                  Salary or other
                   compensations          
Name of                       to be         Person or Company
Recipient         received    received      from whom received
                   (a)          (b)         or to be received

William L. Mann         
             1994  $90,548      $-          Potomac Edison


      (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.

      (a)   Total amount of routine expenses charged 
            to client:  $6,953.
      
      (b)   Itemized list of all other expenses:



Dated: January 30, 1995                /W. L. MANN/             
                                        W. L. Mann
<PAGE>
                SECURITIES AND EXCHANGE COMMISSION

                       Washington, DC  20549

                   Three year period ending 1997

               FORM U-12(I)-B (THREE-YEAR STATEMENT)

          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)


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 current year and
            estimated to be received over the next two calendar
            years 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.) [Amended
            in Release No. 35-26031 (Paragraph 85,337), effective
            May 31, 1994, 59 F.R. 21922.]



                    Salary or other
                     compensations                    
Name of                         to be       Person or Company
Recipient           received  received      from whom received
                     (a)        (b)         or to be received

Dennis C. Miller        
              1994   $77,468    $-          Potomac Edison


      (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.

      (a)   Total amount of routine expenses charged 
            to client:  $0.00.
      
      (b)   Itemized list of all other expenses:



Dated: January 30, 1995             /DENNIS C. MILLER/          
                                     Dennis C. Miller
<PAGE>
                SECURITIES AND EXCHANGE COMMISSION

                       Washington, DC  20549

                   Three year period ending 1997

               FORM U-12(I)-B (THREE-YEAR STATEMENT)

          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)


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 current year and
            estimated to be received over the next two calendar
            years 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.) [Amended
            in Release No. 35-26031 (Paragraph 85,337), effective
            May 31, 1994, 59 F.R. 21922.]



                    Salary or other
                     compensations                    
Name of                         to be         Person or Company
Recipient         received    received        from whom received
                     (a)        (b)           or to be received

Kathy L. Mitchell 
              1994  $51,328   $-              Potomac Edison
              1995  $   -     $ 57,048        Potomac Edison
              1996  $   -     $ 59,330        Potomac Edison
              1997  $   -     $ 61,703        Potomac Edison


      (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.

      (a)   Total amount of routine expenses charged 
            to client:  $619.
      
      (b)   Itemized list of all other expenses:



Dated: January 30, 1995           /KATHY L. MITCHELL/        
                                   Kathy L. Mitchell
<PAGE>
                SECURITIES AND EXCHANGE COMMISSION

                       Washington, DC  20549

                   Three year period ending 1997

               FORM U-12(I)-B (THREE-YEAR STATEMENT)

          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)


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 current year and
            estimated to be received over the next two calendar
            years 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.) [Amended
            in Release No. 35-26031 (Paragraph 85,337), effective
            May 31, 1994, 59 F.R. 21922.]



                    Salary or other
                     compensations              
Name of                           to be     Person or Company
Recipient           received    received    from whom received
                     (a)          (b)       or to be received

Robert B. Murdock 
                 1994 $182,230     $-       Potomac Edison



      (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.

      (a)   Total amount of routine expenses charged 
            to client:  $204.
      
      (b)   Itemized list of all other expenses:



Dated: January 30, 1995            /DALE F. ZIMMERMAN/    
                              Dale F. Zimmerman, Secretary
                              The Potomac Edison Company

<PAGE>
                SECURITIES AND EXCHANGE COMMISSION

                       Washington, DC  20549

                   Three year period ending 1997

               FORM U-12(I)-B (THREE-YEAR STATEMENT)

          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)


1.    Name and business address of person filing statement:

      Nancy K. Neff
      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 current year and
            estimated to be received over the next two calendar
            years 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.) [Amended
            in Release No. 35-26031 (Paragraph 85,337), effective
            May 31, 1994, 59 F.R. 21922.]



                     Salary or other
                      compensations                   
Name of                         to be       Person or Company
Recipient           received  received      from whom received
                     (a)        (b)         or to be received

Nancy K. Neff   
              1994   $93,402     $-         Potomac Edison


      (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.

      (a)   Total amount of routine expenses charged 
            to client:  $1,011.
      
      (b)   Itemized list of all other expenses:



Dated: January 30, 1995               /NANCY K. NEFF/           
                                       Nancy K. Neff
<PAGE>
                SECURITIES AND EXCHANGE COMMISSION

                       Washington, DC  20549

                   Three year period ending 1997

               FORM U-12(I)-B (THREE-YEAR STATEMENT)

          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)


1.    Name and business address of person filing statement:

      James C. T. Poffenberger
      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 current year and
            estimated to be received over the next two calendar
            years 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.) [Amended
            in Release No. 35-26031 (Paragraph 85,337), effective
            May 31, 1994, 59 F.R. 21922.]



                    Salary or other
                     compensations              
Name of                         to be       Person or Company
Recipient         received    received      from whom received
                    (a)         (b)         or to be received

James C.T. Poffenberger 
              1994  $104,375    $-          Potomac Edison


      (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.

      (a)   Total amount of routine expenses charged 
            to client:  $7,762.
      
      (b)   Itemized list of all other expenses:



Dated: January 30, 1995            /JAMES C.T. POFFENBERGER/    
                                    James C.T. Poffenberger
<PAGE>
                SECURITIES AND EXCHANGE COMMISSION

                       Washington, DC  20549

                   Three year period ending 1997

               FORM U-12(I)-B (THREE-YEAR STATEMENT)

          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)


1.    Name and business address of person filing statement:

      Richard A. Roschli
      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 current year and
            estimated to be received over the next two calendar
            years 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.) [Amended
            in Release No. 35-26031 (Paragraph 85,337), effective
            May 31, 1994, 59 F.R. 21922.]



                    Salary or other
                     compensations              
Name of                       to be       Person or Company
Recipient         received    received    from whom received
                     (a)        (b)       or to be received

Richard A. Roschli      
              1994  $116,397    $-        Potomac Edison



      (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.

      (a)   Total amount of routine expenses charged 
            to client:  $5,528.
      
      (b)   Itemized list of all other expenses:



Dated: January 30, 1995            /RICHARD A. ROSCHLI/         
                                    Richard A. Roschli
<PAGE>
                SECURITIES AND EXCHANGE COMMISSION

                       Washington, DC  20549

                   Three year period ending 1997

               FORM U-12(I)-B (THREE-YEAR STATEMENT)

          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)


1.    Name and business address of person filing statement:

      Harry G. Saufley
      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 current year and
            estimated to be received over the next two calendar
            years 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.) [Amended
            in Release No. 35-26031 (Paragraph 85,337), effective
            May 31, 1994, 59 F.R. 21922.]



                    Salary or other
                     compensations        
Name of                       to be         Person or Company
Recipient          received   received      from whom received
                     (a)        (b)         or to be received

Harry G. Saufley  
               1994 $80,496     $-          Potomac Edison


      (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.

      (a)   Total amount of routine expenses charged 
            to client:  $1,196.
      
      (b)   Itemized list of all other expenses:



Dated: January 30, 1995             /HARRY G. SAUFLEY/          
                                     Harry G. Saufley
<PAGE>
                SECURITIES AND EXCHANGE COMMISSION

                       Washington, DC  20549

                   Three year period ending 1997

               FORM U-12(I)-B (THREE-YEAR STATEMENT)

          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)


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 current year and
            estimated to be received over the next two calendar
            years 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.) [Amended
            in Release No. 35-26031 (Paragraph 85,337), effective
            May 31, 1994, 59 F.R. 21922.]



                    Salary or other
                     compensations                    
Name of                         to be       Person or Company     
Recipient         received    received      from whom received
                     (a)        (b)         or to be received

Carolyn R. Shaw         
              1994  $56,542    $-           Potomac Edison



      (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.

      (a)   Total amount of routine expenses charged 
            to client:  $2,248.
      
      (b)   Itemized list of all other expenses:



Dated: January 30, 1995            /CAROLYN R. SHAW/          
                                    Carolyn R. Shaw
<PAGE>
                SECURITIES AND EXCHANGE COMMISSION

                       Washington, DC  20549

                   Three year period ending 1997

               FORM U-12(I)-B (THREE-YEAR STATEMENT)

          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)


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 current year and
            estimated to be received over the next two calendar
            years 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.) [Amended
            in Release No. 35-26031 (Paragraph 85,337), effective
            May 31, 1994, 59 F.R. 21922.]



                    Salary or other
                     compensations              
Name of                         to be       Person or Company
Recipient         received    received      from whom received
                    (a)         (b)         or to be received

Dale F. Zimmerman       
              1994  $105,000     $-         Potomac Edison



      (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.

      (a)   Total amount of routine expenses charged 
            to client:  $1,825.
      
      (b)   Itemized list of all other expenses:



Dated: January 30, 1995            /DALE F. ZIMMERMAN/       
                                    Dale F. Zimmerman



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