U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form U-6B-2
CERTIFICATE of NOTIFICATION
Filed by a registered holding company or subsidiary company
thereof pursuant toRule 20(d) or 47 adopted under the Public Utility Holding
Company Act of 1935
Certificate is filed by: THE POTOMAC EDISON COMPANY
This certificate is notice that the above-named company has
issued, renewed, or guaranteed the security or securities described
herein which issue, renewal, or guaranty was exempted from the
provisions of Section 6(a) of the Act and was neither the subject of
a declaration or application on Form U-1 nor included within the
exemption provided by Rule 48.
1. Type of the security or securities * ("draft", "promissory
note").
First Mortgage Bonds
2. Issue, renewal, or guaranty. (Indicate nature of transaction
by a check.)
Issue
3. Principal amount of each security.
$65,000,000
4. Rate of interest per annum of each security.
7-3/4%
5. Date of issue, renewal or guaranty of each security.
May 12, 1995
6. If renewal of security, give date of original issue.
Not applicable
7. Date of maturity of each security. (In the case of demand
notes, indicate "on demand.")
May 1, 2025
________________________________________________________________
* If reporting for more than one security, each security may be
identified by symbol which symbol should be used for each
subsequent item. If more convenient, information may be
supplied by tabular statement using the serial arrangement of
this form.
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8. Name of the person to whom each security was issued, renewed,
or guaranteed.
Goldman, Sachs & Co., Citicorp Securities, Inc., PaineWebber
Incorporated, A. G. Edwards & Sons, Inc. and Pryor, McClendon,
Counts & Co., Inc.
9. Collateral given with each security, if any.
First Mortgage on Company Property
10. Consideration received for each security.
$63,402,950 (97.543%)
11. Application of proceeds of each security.
Use to refund $65 million of high coupon debt due 2019.
12. Indicate by a check after the applicable statement below
whether the issue, renewal, or guaranty of each security was
exempt from the provisions of Section 6(a) because of:
a. the provisions contained in the first sentence of
Section 6(b). ____________________
b. the provisions contained in the fourth sentence of
Section 6(b). ____________________
c. the provisions contained in any rule of the Commission
other than Rule 48. x
(If reporting for more than one security, insert the
identifying symbol after the applicable statement).
13. If the security or securities were exempt from the provisions
of Section 6(a) by virtue of the first sentence of Section
6(b), give the figures which indicate that the security or
securities aggregate (together with all other then outstanding
notes and drafts of a maturity of nine months or less,
exclusive of days of grace, as to which such company is
primarily or secondarily liable) not more than 5 per centum of
the principal amount and par value** of the other securities
of such company then outstanding. (Demand notes, regardless
of how long they may have been outstanding, shall be
considered as maturing in not more than nine months for
purposes of the exemption from Section 6(e) of the Act granted
by the first sentence of Section 6(b).)
Not applicable
____________________________________________________
** If a security had no principal amount or par value, use the
fair market value as of the date of issue of such security and
indicate how determined.
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14. If the security or securities are exempt from the provisions
of Section 6(a) because of the fourth sentence of Section
6(b), name the security outstanding on January 1, 1935,
pursuant to the terms of which the security or securities
herein described have been issued.
Not applicable
15. If the security or securities are exempt from the provisions
of Section 6(a) because of any rule of the Commission other
than Rule 48, designate the rule under which exemption is
claimed.
Rule 52
THE POTOMAC EDISON COMPANY
(Name of the Company)
By: DALE F. ZIMMERMAN Treasurer
(Name) Dale F. Zimmerman (Title)
Date: May 22, 1995
