UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                    FORM 10-K

(Mark One)
             [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                           SECURITIES EXCHANGE ACT OF 1934
                     For the fiscal year ended December 31, 2003
                                    OR
               [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                      OF THE SECURITIES EXCHANGE ACT OF 1934

    For the transition period from _________________ to _________________

Commission         Registrant; State of Incorporation;         I.R.S. Employer
File Number          Address; and Telephone Number            Identification No.
-----------     ----------------------------------------      ------------------
333-21011       FIRSTENERGY CORP.                                 34-1843785
                (An Ohio Corporation)
                76 South Main Street
                Akron, OH  44308
                Telephone (800)736-3402

1-2578          OHIO EDISON COMPANY                               34-0437786
                (An Ohio Corporation)
                c/o FirstEnergy Corp.
                76 South Main Street
                Akron, OH  44308
                Telephone (800)736-3402

1-2323          THE CLEVELAND ELECTRIC ILLUMINATING COMPANY       34-0150020
                (An Ohio Corporation)
                c/o FirstEnergy Corp.
                76 South Main Street
                Akron, OH  44308
                Telephone (800)736-3402

1-3583          THE TOLEDO EDISON COMPANY                         34-4375005
                (An Ohio Corporation)
                c/o FirstEnergy Corp.
                76 South Main Street
                Akron, OH  44308
                Telephone (800)736-3402

1-3491          PENNSYLVANIA POWER COMPANY                        25-0718810
                (A Pennsylvania Corporation)
                c/o FirstEnergy Corp.
                76 South Main Street
                Akron, OH 44308
                Telephone (800)736-3402

1-3141          JERSEY CENTRAL POWER & LIGHT COMPANY              21-0485010
                (A New Jersey Corporation)
                c/o FirstEnergy Corp.
                76 South Main Street
                Akron, OH  44308
                Telephone (800)736-3402

1-446           METROPOLITAN EDISON COMPANY                       23-0870160
                (A Pennsylvania Corporation)
                c/o FirstEnergy Corp.
                76 South Main Street
                Akron, OH  44308
                Telephone (800)736-3402

1-3522          PENNSYLVANIA ELECTRIC COMPANY                     25-0718085
                (A Pennsylvania Corporation)
                c/o FirstEnergy Corp.
                76 South Main Street
                Akron, OH  44308
                Telephone (800)736-3402

<PAGE>

<TABLE>

                         SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:


<CAPTION>
                                                                                     Name of Each Exchange
      Registrant                          Title of Each Class                         on Which Registered
      ----------                          -------------------                        ----------------------

<S>                          <C>                                                    <C>
FirstEnergy Corp.            Common Stock, $0.10 par value                          New York Stock Exchange

Ohio Edison Company          Cumulative Preferred Stock, $100 par value:
                                        3.90% Series                                All series registered on New
                                        4.40% Series                                York Stock Exchange and
                                        4.44% Series                                Chicago Stock Exchange
                                        4.56% Series


The Cleveland Electric       Cumulative Serial Preferred Stock, without
Illuminating Company         par value:
                                        $7.40 Series A                              Both series registered on New
                                        Adjustable Rate, Series L                   York Stock Exchange


The Toledo Edison            Cumulative Preferred Stock, par value
Company                      $100 per share:
                                        4.25% Series                                American Stock Exchange

                             Cumulative Preferred Stock, par value $25 per
                             share:
                                        $2.365 Series                               All series registered on
                                        Adjustable Rate, Series A                   New York Stock Exchange
                                        Adjustable Rate, Series B


                             First Mortgage Bonds:
                                        8% Series due 2003                          New York Stock Exchange


Pennsylvania Power           Cumulative Preferred Stock, $100
Company                      par value:
                                        4.24% Series                                All series registered on
                                        4.25% Series                                Philadelphia Stock Exchange
                                        4.64% Series


Jersey Central Power &       Cumulative Preferred Stock, without
Light Company                par value:
                                        4% Series                                   New York Stock Exchange

</TABLE>

<PAGE>


           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                                      None

          Indicate  by check  mark  whether  the  registrant  (1) has  filed all
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934 during the preceding 12 months (or for such shorter  period that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days:
Yes (X) No (  )
     -      --

          Indicate by check mark if disclosure of delinquent  filers pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. (X)

          Indicate by check mark whether each registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act):
Yes (X)  No (  )  FirstEnergy Corp.
     -       --
Yes (  ) No (X )  Ohio Edison Company, Pennsylvania Power Company, The Cleveland
     --      --   Electric Illuminating Company, The Toledo Edison Company,
                  Jersey Central Power & Light Company, Metropolitan Edison
                  Company, and Pennsylvania Electric Company

          State  the  aggregate  market  value  of  the  common  stock  held  by
non-affiliates of the registrants: FirstEnergy Corp., $11,426,526,667 as of June
30, 2003; and for all other registrants, none.

          Indicate the number of shares outstanding of each of the  registrant's
classes of common stock, as of the latest practicable date:

                                                           OUTSTANDING
                   CLASS                                   As of MARCH 15, 2004
                   -----                                   --------------------

FirstEnergy Corp., $0.10 par value                             329,836,276
Ohio Edison Company, no par value                                      100
The Cleveland Electric Illuminating Company, no par value       79,590,689
The Toledo Edison Company, $5 par value                         39,133,887
Pennsylvania Power Company, $30 par value                        6,290,000
Jersey Central Power & Light Company, $10 par value             15,371,270
Metropolitan Edison Company, no par value                          859,500
Pennsylvania Electric Company, $20 par value                     5,290,596

FirstEnergy  Corp.  is the sole holder of Ohio  Edison  Company,  The  Cleveland
Electric Illuminating Company, The Toledo Edison Company, Jersey Central Power &
Light Company,  Metropolitan Edison Company,  and Pennsylvania  Electric Company
common  stock;  Ohio  Edison  Company is the sole holder of  Pennsylvania  Power
Company common stock.


Documents incorporated by reference (to the extent indicated herein):

                                                    PART OF FORM 10-K INTO WHICH
                     DOCUMENT                          DOCUMENT IS INCORPORTED
                     --------                       ----------------------------
FirstEnergy Corp. Annual Report to Stockholders
for the fiscal year ended December 31, 2003
(Pages 6-85)                                                 Part II

Proxy Statement for 2004 Annual Meeting of
Stockholders to be held May 18, 2004                         Part III


          This combined Form 10-K is separately filed by FirstEnergy Corp., Ohio
Edison Company,  Pennsylvania Power Company, The Cleveland Electric Illuminating
Company,  The Toledo  Edison  Company,  Jersey  Central  Power & Light  Company,
Metropolitan  Edison Company,  and Pennsylvania  Electric  Company.  Information
contained  herein  relating  to any  individual  registrant  is  filed  by  such
registrant  on its own behalf.  No  registrant  makes any  representation  as to
information  relating to any other registrant,  except that information relating
to any of the seven  FirstEnergy  subsidiary  registrants is also  attributed to
FirstEnergy.

<PAGE>

                                    FORM 10-K

                                TABLE OF CONTENTS
                                                                            Page
Part I                                                                      ----

    Item  1.  Business....................................................    1
                The Company...............................................    1
                Divestitures-
                  International Operations................................    2
                  Generation Assets.......................................    2
                  Other Domestic Assets...................................    3
                Risk Factors That May Affect Future Results...............    3
                  Risks Related to Our Business...........................    3
                  Risks Related to the Electric Utility Industry..........    5
                Utility Regulation........................................    6
                  PUCO Rate Matters.......................................    7
                  NJBPU Rate Matters......................................    8
                  PPUC Rate Matters.......................................    9
                  FERC Rate Matters.......................................   10
                  Regulatory Accounting...................................   10
                Capital Requirements......................................   10
                Met-Ed Capital Trust and Penelec Capital Trust............   12
                Nuclear Regulation........................................   13
                Nuclear Insurance.........................................   14
                Environmental Matters.....................................   15
                  Air Regulation..........................................   15
                  Waste Disposal..........................................   16
                  Water Regulation........................................   17
                  Summary.................................................   17
                Fuel Supply...............................................   17
                System Capacity and Reserves..............................   18
                Regional Reliability......................................   18
                Competition...............................................   18
                Research and Development..................................   19
                Executive Officers........................................   20
                FirstEnergy Website.......................................   21

    Item  2.  Properties..................................................   21

    Item  3.  Legal Proceedings...........................................   22

    Item  4.  Submission of Matters to a Vote of Security Holders.........   22

Part II

    Item  5.  Market for Registrant's Common Equity and Related
              Stockholder Matters.........................................   22

    Item  6.  Selected Financial Data.....................................   22

    Item  7.  Management's Discussion and Analysis of Financial
              Condition and Results of Operations.........................   22

    Item 7A.  Quantitative and Qualitative Disclosures
              About Market Risk...........................................   22

    Item  8.  Financial Statements and Supplementary Data.................   22

    Item  9.  Changes In and Disagreements with Accountants on
              Accounting and Financial Disclosure.........................   23

    Item 9A.  Controls and Procedures.....................................   23

Part III

    Item 10.  Directors and Executive Officers of the Registrant..........   23

    Item 11.  Executive Compensation......................................   24

    Item 12. Security Ownership of Certain Beneficial Owners and
             Management and Related Shareholder Matters...................   24

    Item 13.  Certain Relationships and Related Transactions..............   24

    Item 14.  Principal Accounting Fees and Services......................   24

Part IV

    Item 15.  Exhibits, Financial Statement Schedules
              and Reports on Form 8-K.....................................   25

<PAGE>

                                     PART I

ITEM 1.   BUSINESS

The Company

          FirstEnergy Corp. was organized under the laws of the State of Ohio in
1996.  FirstEnergy's principal business is the holding,  directly or indirectly,
of all of the  outstanding  common  stock  of  its  principal  electric  utility
operating  subsidiaries,  Ohio  Edison  Company  (OE),  The  Cleveland  Electric
Illuminating Company (CEI), Pennsylvania Power Company (Penn), The Toledo Edison
Company (TE), American Transmission Systems, Incorporated (ATSI), Jersey Central
Power  &  Light  Company  (JCP&L),  Metropolitan  Edison  Company  (Met-Ed)  and
Pennsylvania  Electric Company (Penelec).  These utility operating  subsidiaries
are  referred  to  throughout  as the  "Companies."  FirstEnergy's  consolidated
revenues are  primarily  derived from electric  service  provided by its utility
operating  subsidiaries  and the revenues of its other  principal  subsidiaries:
FirstEnergy  Solutions Corp. (FES);  FirstEnergy  Facilities Services Group, LLC
(FSG);  MYR Group Inc.  (MYR);  MARBEL Energy  Corporation  (MARBEL);  and First
Communications,  LLC.  In  addition,  FirstEnergy  holds all of the  outstanding
common stock of other direct  subsidiaries  including:  FirstEnergy  Properties,
Inc., FirstEnergy Ventures Corp., FirstEnergy Nuclear Operating Company (FENOC),
FirstEnergy  Securities  Transfer Company,  GPU Diversified  Holdings,  LLC, GPU
Telecom  Services,  Inc., GPU Nuclear,  Inc.; and  FirstEnergy  Service  Company
(FESC).

          The Companies' combined service areas encompass  approximately  37,200
square miles in Ohio, New Jersey and  Pennsylvania.  The areas they serve have a
combined population of approximately 11.1 million.

          OE was organized  under the laws of the State of Ohio in 1930 and owns
property and does business as an electric  public utility in that state. OE also
has  ownership  interests  in  certain  generating  facilities  located  in  the
Commonwealth  of  Pennsylvania  (see Item 2 -  Properties).  OE  engages  in the
generation,  distribution  and sale of electric energy to communities in a 7,500
square mile area of central and northeastern  Ohio. OE also engages in the sale,
purchase and interchange of electric energy with other electric  companies.  The
area it serves has a population of approximately 2.7 million.

          OE owns all of Penn's  outstanding  common  stock.  Penn was organized
under the laws of the Commonwealth of Pennsylvania in 1930 and owns property and
does  business  as an  electric  public  utility  in  that  state.  Penn is also
authorized  to do business and owns  property in the State of Ohio (see Item 2 -
Properties).  Penn furnishes  electric  service to communities in a 1,500 square
mile area of western  Pennsylvania.  The area served by Penn has a population of
approximately 0.3 million.

          CEI was organized under the laws of the State of Ohio in 1892 and does
business  as an  electric  public  utility  in that  state.  CEI  engages in the
generation, distribution and sale of electric energy in an area of approximately
1,700 square miles in  northeastern  Ohio.  It also has  ownership  interests in
certain  generating  facilities in Pennsylvania  (see Item 2 - Properties).  CEI
also engages in the sale, purchase and interchange of electric energy with other
electric  companies.  The area CEI serves has a population of approximately  1.9
million.

          TE was organized  under the laws of the State of Ohio in 1901 and does
business  as an  electric  public  utility  in that  state.  TE  engages  in the
generation, distribution and sale of electric energy in an area of approximately
2,500  square  miles in  northwestern  Ohio.  It also has  interests  in certain
generating facilities in Pennsylvania and Michigan (see Item 2 - Properties). TE
also engages in the sale, purchase and interchange of electric energy with other
electric  companies.  The area TE serves has a population of  approximately  0.8
million.

          ATSI was organized  under the laws of the State of Ohio in 1998.  ATSI
owns  transmission  assets  that  were  formerly  owned by OE,  CEI and TE (Ohio
Companies) and Penn.  ATSI owns and operates  major,  high-voltage  transmission
facilities,  which  consist of  approximately  7,100  circuit  miles (5,778 pole
miles) of transmission lines with nominal voltages of 345 kilovolts (kV), 138 kV
and 69 kV. There are 37  interconnections  with six  neighboring  control areas.
ATSI's  transmission  system offers gateways into the East through high capacity
ties with  Pennsylvania-New  Jersey-Maryland  Interconnection  LLC (PJM) through
Penelec,  Duquesne  Light  Company and  Allegheny  Energy,  Inc.  into the North
through multiple 345 kV high capacity ties with Michigan  Electric  Coordination
Systems  (MEC),  and into the South  through ties with American  Electric  Power
Company, Inc. (AEP) and Dayton Power & Light Company (DPL). In addition, ATSI is
the control area operator for the Ohio  Companies and Penn service  areas.  ATSI
plans,  operates and maintains the  transmission  system in accordance  with the
requirements of the North American Electric  Reliability  Council and applicable
regulatory  agencies to ensure reliable service to FirstEnergy's  customers (see
FERC Rate  Matters  for a  discussion  of ATSI's  participation  in the  Midwest
Independent System Operator, Inc. (MISO)).

          JCP&L was organized  under the laws of the State of New Jersey in 1925
and owns property and does business as an electric public utility in that state.
JCP&L provides transmission and distribution  services in northern,  western and
east central New Jersey. The area JCP&L serves has a population of approximately
2.5 million.

                                       1

<PAGE>

          Met-Ed  was  organized   under  the  laws  of  the   Commonwealth   of
Pennsylvania  in 1922 and owns property and does business as an electric  public
utility in that state.  Met-Ed provides primarily  transmission and distribution
services in eastern  and south  central  Pennsylvania.  The area it serves has a
population of approximately 1.2 million.

          Penelec  was  organized   under  the  laws  of  the   Commonwealth  of
Pennsylvania  in 1919 and owns property and does business as an electric  public
utility in that state. Penelec provides  transmission and distribution  services
in western,  northern and south central  Pennsylvania.  The area it serves has a
population of approximately 1.7 million.  Penelec,  as lessee of the property of
its  subsidiary,  The  Waverly  Electric  Light & Power  Company,  also serves a
population of about 13,400 in Waverly, New York and its vicinity.

          FES was organized  under the laws of the its State of Ohio in 1997 and
provides  energy-related  products  and  services,  and through its  FirstEnergy
Generation Corp. (FGCO) subsidiary, operates FirstEnergy's nonnuclear generation
businesses.  FSG is the  parent  company of several  heating,  ventilating,  air
conditioning and energy management  companies;  MYR is a utility  infrastructure
construction  service company.  MARBEL holds FirstEnergy's 50% owner interest in
Great  Lakes  Energy  Partners,  LLC, an oil and  natural  gas  exploration  and
production  venture.  First  Communications,   LLC  provides   telecommunication
services (local and long-distance phone service). FESC provides legal, financial
and other corporate support services to affiliated FirstEnergy companies.

Divestitures

     International Operations

          FirstEnergy  completed the  divestiture  of its  international  assets
subsequent  to December  31, 2003 with the sales of its  remaining  20.1 percent
interest  in Avon  (parent of  Midlands  Electricity  in the United  Kingdom) on
January 16, 2004,  and its 28.67  percent  interest in  Termobarranquilla  S.A.,
Empresa de Servicios Publicos (TEBSA) and other related subsidiaries in Colombia
on January 30, 2004. Avon, TEBSA and other international assets divested in 2003
and 2004 were  acquired as part of  FirstEnergy's  November 2001 merger with the
former GPU, Inc. As a result of these  transactions,  FirstEnergy  no longer has
ownership interests in international operating assets.

          The  divestiture  in 2003 of  international  operations in Bolivia and
Argentina included the sale of FirstEnergy's wholly owned subsidiary, Guaracachi
America,  Inc.,  a holding  company  with a 50.001  percent  interest in Empresa
Guaracachi S.A.  (EGSA),  on December 11, 2003, and its ownership in GPU Empresa
Distribuidora  Electrica  Regional S.A. (Emdersa) through the abandonment of its
shares in Emdersa's parent company,  GPU Argentina  Holdings,  Inc. on April 18,
2003.

          FirstEnergy  was  unsuccessful  in selling of GPU's  former  Argentina
operations  and  abandoned  its  interest in Emdersa in early 2003.  A number of
economic  events  occurred in Argentina that hindered  FirstEnergy's  ability to
realize  an  acceptable  value.  These  events  included  currency  devaluation,
restrictions on repatriation of cash, and the anticipation of future asset sales
in that region by competitors.  FirstEnergy  reflected Emdersa's 2002 results of
an after-tax loss of $87 million (including $109 million in currency transaction
losses arising  principally from U.S. dollar  denominated  debt) as discontinued
operations in the  Consolidated  Statement of Income for the year ended December
31, 2002. FirstEnergy also recognized a currency translation adjustment (CTA) of
$91 million in 2002 which reduced  FirstEnergy's  common  stockholders'  equity.
This  adjustment  represented  the  impact of  translating  Emdersa's  financial
statements  from its functional  currency to the U.S.  dollar for GAAP financial
reporting.  The abandonment  was  accomplished  by  relinquishing  FirstEnergy's
shares  to  the  independent  Board  of  Directors  of GPU  Argentina  Holdings,
relieving  FirstEnergy of all rights and obligations  relative to this business.
As a result of the  abandonment,  FirstEnergy  recognized  a one-time,  non-cash
charge of $67 million,  or $0.23 per share of common stock in the second quarter
of 2003.  This charge is the result of realizing the CTA losses through  current
period earnings ($90 million, or $0.30 per share),  partially offset by the gain
recognized from abandoning  FirstEnergy's investment in Emdersa ($23 million, or
$0.07 per share).  Since FirstEnergy had previously  recorded $90 million of CTA
adjustments  in Other  Comprehensive  Income  (OCI),  the net  effect of the $67
million charge was an increase in common stockholders' equity of $23 million.

          The $67 million after-tax charge in 2003 does not include the expected
income tax benefits related to the abandonment, which were fully reserved during
the second quarter of 2003.  FirstEnergy  expects tax benefits of  approximately
$129 million,  of which $50 million would increase net income in the period that
it becomes  probable those benefits will be realized.  The remaining $79 million
of tax  benefits  would  reduce  goodwill  recognized  in  connection  with  the
acquisition of GPU.

       Generation Assets

          In  November  2001,  FirstEnergy  reached  an  agreement  to sell four
coal-fired  power plants totaling 2,535 MW to NRG Energy Inc. On August 8, 2002,
FirstEnergy  notified NRG that it was canceling the agreement because NRG stated
that it could not  complete  the  transaction  under the  original  terms of the


                                       2

<PAGE>

agreement.  NRG filed voluntary bankruptcy  petitions in May 2003;  subsequently
FirstEnergy  reached an  agreement  for  settlement  of its claim  against  NRG.
FirstEnergy  sold its entire  claim  (including  $32  million  of cash  proceeds
received in December 2003) for $170 million in January 2004.

       Other Domestic Assets

          Other asset sales in 2003 included  three FSG  subsidiaries  - Ancoma,
Inc.,  a  mechanical  contracting  company  based in  Rochester,  New York,  and
Virginia-based Colonial Mechanical Corporation and Webb Technologies, Inc. - and
a MARBEL subsidiary - Northeast Ohio Natural Gas Company.

Risks Factors That May Affect Results

       Risks Related to Our Business

       FirstEnergy  May  Ultimately  Incur  Liability  in  Connection  with  the
       August 14, 2003 Regional Outage or the Restatement of Earnings

          On August 14, 2003,  various states in the northeast United States and
parts of southern Canada  experienced a widespread power outage,  which affected
approximately 1.4 million customers in FirstEnergy's  service area.  FirstEnergy
continues to accumulate  data and evaluate the status of its  electrical  system
prior to and  during the outage  event,  and  continues  to  cooperate  with the
U.S.-Canada  Power  System  Outage Task Force  (Task  Force)  investigating  the
outage.  The  interim  report  issued by the Task  Force on  November  18,  2003
concluded  that the  problems  leading up to the outage  began in  FirstEnergy's
service area.  Specifically,  the interim report concludes,  among other things,
that the initiation of the August 14th outage  resulted from the  coincidence on
that afternoon of the following causes: (1) inadequate  situational awareness at
FirstEnergy;  (2) FirstEnergy's  failure to adequately manage tree growth in its
transmission  rights  of  way;  and (3)  failure  of the  interconnected  grid's
reliability   organizations   (Midwest   Independent  System  Operator  and  PJM
Interconnection) to provide effective  diagnostic support.  FirstEnergy believes
that the interim report does not provide a complete and comprehensive picture of
the conditions  that  contributed to the August 14th outage and that it does not
adequately  address the underlying  causes of the outage.  FirstEnergy  believes
that the outage  cannot be explained by events on any one utility's  system.  On
March 1, 2004, the  FirstEnergy  companies  filed, in accordance with a November
25, 2003 order from the PUCO, its plan for addressing  certain issues identified
by the Task Force in its interim  report.  In particular,  the filing  addressed
upgrades to FENOC's control room computer hardware and software and enhancements
to the training of control room operators.  The PUCO, in  consultation  with the
North  American  Electric  Reliability  Council,  will  review  the plan  before
determining the next steps in the proceeding.  On December 24, 2003, the Federal
Energy  Regulatory   Commission  (FERC)  ordered   FirstEnergy  to  pay  for  an
independent study of part of Ohio's power grid. The study has commenced and will
examine the stability of the grid in critical points in the Cleveland and Akron,
Ohio areas;  the status of projected  power reserves  during summer 2004 through
2008; and the need for new transmission  lines or other grid projects.  The FERC
ordered the study to be completed  within 120 days. At this time, we do not know
how the results of the study will impact FirstEnergy.

          Various  legal  proceedings  have been filed  against  FirstEnergy  in
connection  with,  among other  things,  the  restatements  in August  2003,  by
FirstEnergy and its Ohio utility  subsidiaries of previously  reported  results,
the August 14th power outage  described  above,  and the extended  outage at the
Davis-Besse Nuclear Power Station. Depending upon the particular proceeding, the
issues raised include alleged violations of federal securities laws, breaches of
fiduciary  duties under state law by  FirstEnergy  directors and  officers,  and
damages as a result of one or more of the noted  events.  The  securities  cases
have been  consolidated  into one action pending in federal court in Akron.  The
derivative  actions filed in federal court likewise have been  consolidated as a
separate  matter,  also in  federal  court in  Akron.  There  are  also  pending
derivative actions in state court.  FirstEnergy's Ohio utility subsidiaries also
were named as respondents in two regulatory  proceedings initiated at the Public
Utility Commission of Ohio (PUCO) in response to complaints  alleging failure to
provide  reasonable and adequate service stemming primarily from the August 14th
power outage.  FirstEnergy is vigorously  defending  these  actions,  but cannot
predict  the  outcome  of  any of  these  proceedings  or  whether  any  further
regulatory  proceedings  or legal  actions may be  instituted  against  them. In
particular, if FirstEnergy were ultimately determined to have legal liability in
connection with these  proceedings,  it could have a material  adverse effect on
our financial condition and results of operations.

          On September 11, 2003,  FirstEnergy  received an informal data request
from the  Securities  and Exchange  Commission  (SEC)  asking it to  voluntarily
provide  information and documents related to the restatement of its 2002 annual
financial  statements.  We have  responded  to the  request,  but are  unable to
predict the  outcome of this or any of the other  pending  legal and  regulatory
proceedings discussed above.

       Changes  in  Commodity   Prices  Could   Decrease   Revenues  from  Power
       FirstEnergy Sells and Increase the Cost of Power We Buy

          While much of FirstEnergy's  generation  serves customers under retail
rates set by regulatory bodies, FirstEnergy also purchases and sells electricity

                                       3

<PAGE>

in the competitive wholesale and retail markets.  Increases in the costs of fuel
for the  generation  facilities  (particularly  coal and natural gas) can affect
FirstEnergy's  profit margins in both competitive and  non-competitive  markets.
Changes in the market  prices of  electricity,  which are affected by changes in
fuel costs and other factors,  may impact  FirstEnergy's  financial  results and
financial  position by increasing the amount  FirstEnergy pays to purchase power
to supply provider of last resort (PLR) obligations in Ohio and Pennsylvania.

          Electricity   and  fuel  prices  may  fluctuate   substantially   over
relatively short periods of time for a variety of reasons, including:

          o   severe or unexpected weather or seasonality;

          o   changes in electricity usage;

          o   illiquidity in wholesale power and other markets;

          o   transmission or transportation constraints, inoperability or
              inefficiencies;

          o   availability of competitively priced alternative energy sources;

          o  changes in supply and demand for energy commodities;

          o   changes in power production capacity;

          o   outages at our power production facilities or those of our
              competitors;

          o   changes in production and storage levels of natural gas, lignite,
              coal, crude oil and refined products;

          o   natural disasters, wars, acts of sabotage, terrorist acts,
              embargoes and other catastrophic events; and

          o   federal, state and local energy environmental and other regulation
              and legislation.

       FirstEnergy's  Facilities May Not Operate As Planned,  Which May Increase
       Expenses or Decrease  Revenues  and Have an Adverse  Effect on  Financial
       Performance

          Operation of power plants and  distribution  facilities  involves many
risks, including the breakdown or failure of equipment or processes,  accidents,
labor  disputes,   and   performance   below  expected   levels.   In  addition,
weather-related  incidents and other natural  disasters can disrupt  generation,
transmission   and  distribution   delivery   systems.   Because   FirstEnergy's
transmission  facilities are  interconnected  with those of third  parties,  the
operation  of  its  facilities  may  be  adversely  affected  by  unexpected  or
uncontrollable events occurring on the systems of such third parties.

          Operation of FirstEnergy's power plants below expected capacity levels
could  result  in  lost  revenues  or  increased   expenses,   including  higher
maintenance  costs that it may not be able to recover from customers.  Unplanned
outages may require it to incur significant  replacement power costs.  Moreover,
if it were  unable  to  perform  under  contractual  obligations,  penalties  or
liability for damages may result.

       A Downgrade  in Credit  Ratings  Could  Negatively  Affect our Ability to
       Access Capital

          On December 23, 2003,  Standard & Poor's (S&P)  lowered its  corporate
credit ratings on FirstEnergy and its regulated  utility  subsidiaries to "BBB-"
from "BBB" and lowered  FirstEnergy's senior unsecured debt rating to "BB+" from
"BBB-".  Except for OE's senior secured issue rating,  which was left unchanged,
all other  subsidiary  ratings were lowered one notch as well.  The ratings were
removed from CreditWatch with negative implications,  where they had been placed
by S&P on August 18,  2003,  and the Ratings  Outlook  returned  to Stable.  The
rating  action  followed  a revision  in S&P's  assessment  of our  consolidated
business  risk  profile to `6' from `5' (`1'  equals low risk,  `10' equals high
risk),  with  S&P  citing  operational  and  management  challenges  as  well as
heightened  regulatory  uncertainty  for  its  revision  of  our  business  risk
assessment  score.  S&P's  rationale for its  revisions in our ratings  included
uncertainty  regarding  the  timing of the Ohio Rate Plan  filing  (see  Utility
Regulation),  the  pending  final  report on the  August  14th  power  outage as
previously  discussed,  the outcome of the remedial phase of litigation relating
to the Sammis plant (see Environmental  Matters),  and the extended  Davis-Besse
outage  and the  related  pending  subpoena  (see  Progress  Toward  Davis-Besse
Restart).  S&P further stated that the restart of  Davis-Besse  and a supportive
Ohio Rate Plan extension will be vital positive  developments  that would aid an
upgrade of  FirstEnergy's  ratings.  S&P's  reduction  of our credit  ratings in
December 2003 triggered cash and  letter-of-credit  collateral calls in addition
to higher interest rates for some outstanding borrowings.

          On February 6, 2004, Moody's  downgraded  FirstEnergy senior unsecured
debt to Baa3 from Baa2 and downgraded  the senior secured debt of JCP&L,  Met-Ed

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<PAGE>

and Penelec to Baa1 from A2. Moody's also  downgraded the preferred stock rating
of JCP&L to Ba1 from Baa2 and the  senior  unsecured  rating of  Penelec to Baa2
from A2. The ratings of OE, CEI, TE and Penn were  confirmed.  Moody's said that
the  lower  ratings  were  prompted  by:  "1) high  consolidated  leverage  with
significant  holding company debt, 2) a degree of regulatory  uncertainty in the
service  territories in which the company  operates,  3) risks  associated  with
investigations of the causes of the August 2003 blackout, and related securities
litigation,  and 4) a  narrowing  of  the  ratings  range  for  the  FirstEnergy
operating utilities,  given the degree to which FirstEnergy increasingly manages
the utilities as a single system and the significant financial interrelationship
among the subsidiaries."

       Risks Related to the Electric Utility Industry

       FirstEnergy  is Subject to Complex  and Changing  Government  Regulations
       that May Require  Increased  Expense and/or Changes in Business  Strategy
       that Could Have a Negative Impact on our Results of Operations

          FirstEnergy is subject to comprehensive regulation by various federal,
state and local regulatory agencies that significantly  influences our operating
environment.  FirstEnergy  is required to have numerous  permits,  approvals and
certificates from the agencies that regulate our business.  FirstEnergy believes
the necessary  permits,  approvals and  certificates  have been obtained for our
existing  operations  and that our  business is  conducted  in  accordance  with
applicable  laws;  however,  we are  unable to predict  the impact on  operating
results from future regulatory  activities of any of these agencies.  Changes in
or  reinterpretations  of existing laws or  regulations or the imposition of new
laws or regulations  could require  FirstEnergy to incur additional  expenses or
change the way we run our business,  and therefore have an adverse impact on our
results of operations.

       Restructuring  and  Deregulation  in the  Electric  Utility  Industry May
       Result in  Increased  Competition  and  Unrecoverable  Costs  that  Could
       Adversely Affect FirstEnergy's Business and Results of Operations

          As a result of the actions taken by state legislative  bodies over the
last few years, major changes in the electric utility business have occurred and
are  continuing  to take place in parts of the United  States,  including  Ohio,
Pennsylvania  and  New  Jersey.  These  changes  have  resulted  in  fundamental
alterations in the way integrated utilities conduct their business.

          Increased  competition resulting from restructuring efforts could have
a significant  adverse  financial impact on FirstEnergy and its subsidiaries and
consequently on their results of operations.  Increased competition could result
in  increased  pressure to lower  prices,  including  the price of  electricity.
Retail competition and the unbundling of regulated electric service could have a
significant  adverse  financial  impact  on us due to  potential  impairment  of
assets, a loss of retail  customers,  lower profit margins or increased costs of
capital. FirstEnergy cannot predict the extent and timing of entry by additional
competitors into the electric markets.

          The FERC and U.S. Congress are also proposing  significant  changes in
the structure and conduct of the electric utility industry. If the restructuring
and deregulation efforts result in increased competition or unrecoverable costs,
our business and results of operations  may be adversely  affected.  FirstEnergy
cannot  predict  the  extent  and  timing of  further  efforts  to  restructure,
deregulate or re-regulate FirstEnergy or the industry.

       FirstEnergy  is  Exposed to Risks of Nuclear  Generation,  Which  Involve
       Issues  and  Uncertainties  Relating  to Health  and  Safety,  Additional
       Capital  Costs,  the  Adequacy of Insurance  Coverage  and Nuclear  Plant
       Decommissioning

          FirstEnergy is subject to the risks of nuclear  generation,  including
but not limited to the following:

          o  the potential harmful effects on the environment and human health
             resulting from the operation of nuclear facilities and the storage,
             handling and disposal of radioactive materials;

          o  limitations on the amounts and types of insurance commercially
             available to cover losses that might arise in connection  with
             our nuclear operations or those of others in the United States;

          o  uncertainties with respect to contingencies and assessment amounts
             if insurance coverage is inadequate; and

          o  uncertainties with respect to the technological and financial
             aspects of decommissioning nuclear plants at the end of their
             licensed operation.

          The NRC has broad authority under federal law to impose  licensing and
safety-related  requirements for the operation of nuclear generation facilities.
In the event of  non-compliance,  the NRC has the  authority  to impose fines or
shut down a unit, or both,  depending upon its assessment of the severity of the
situation, until compliance is achieved. Revised safety requirements promulgated

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<PAGE>

by the NRC could necessitate substantial capital expenditures at nuclear plants,
including ours. Unlike our fossil plants, which have been leased to and operated
by FGCO since 2001, new capital costs as well as fuel, operation and maintenance
expenses for the nuclear plants continue to be borne by CEI, TE, OE and Penn.

          The Companies'  respective interests in nuclear facilities are insured
under Nuclear  Electric  Insurance  Limited,  or NEIL,  policies issued for each
plant. Under these policies, up to $2.75 billion is provided for property damage
and   decontamination   and   decommissioning   costs.  We  have  also  obtained
approximately $537 million of insurance coverage for replacement power costs for
The Companies' respective interests in nuclear facilities. Under these policies,
we can be assessed a maximum of approximately $29.1 million for incidents at any
covered nuclear  facility  occurring during a policy year which are in excess of
accumulated funds available to the insurer for paying losses.

       FirstEnergy's  Operating  Results are Affected by Weather  Conditions and
       May Fluctuate on a Seasonal and Quarterly Basis

          Weather  conditions  directly influence the demand for electric power.
In  FirstEnergy's  service  area,  demand for power peaks  during the hot summer
months,  with market  prices also  typically  peaking at that time. As a result,
overall  operating  results may fluctuate on a seasonal and quarterly  basis. In
addition,  FirstEnergy  has  historically  sold  less  power,  and  consequently
received less revenue,  when weather conditions are milder. Severe weather, such
as tornadoes,  hurricanes,  storms and droughts,  may cause outages and property
damage  which may require  FirstEnergy  to incur  additional  expenses  that are
generally not insured and that may not be recoverable from customers. The effect
of the failure of FirstEnergy's  facilities to operate as planned,  as described
above, would be particularly burdensome during a peak demand period.

       FirstEnergy's   Costs  of   Compliance   with   Environmental   Laws  are
       Significant,  and the Cost of Compliance with Future  Environmental  Laws
       Could Harm Cash Flow and Profitability

          FirstEnergy's   subsidiaries'  operations  are  subject  to  extensive
federal,  state  and  local  environmental  statutes,   rules  and  regulations.
Compliance with these legal requirements  requires us to incur significant costs
toward  environmental  monitoring,  installation of pollution control equipment,
emission fees, maintenance,  upgrading, remediation and permitting at all of our
facilities.  These  expenditures  have  been  significant  in the  past  and may
increase in the future.  If the cost of compliance  with existing  environmental
regulations does increase, it could adversely affect FirstEnergy's  business and
results of operations,  financial position and cash flows. Moreover,  changes in
environmental laws may materially increase  FirstEnergy's costs of compliance or
accelerate the timing of capital  expenditures.  Because of the  deregulation of
generation,  FirstEnergy may not recover through rates additional costs incurred
for such compliance.  FirstEnergy's  compliance  strategy,  although  reasonably
based on  available  information,  may not  successfully  address  the  relevant
standards and interpretations in the future. If FirstEnergy fails to comply with
environmental laws and regulations, even if caused by factors beyond its control
or new interpretations of longstanding requirements,  that failure may result in
the assessment of civil or criminal liability and fines.

Utility Regulation

          As a registered public utility holding company, FirstEnergy is subject
to regulation by the SEC under the Public  Utility  Holding  Company Act of 1935
(1935 Act). The SEC has determined that the electric facilities of the Companies
constitute a single  integrated public utility system under the standards of the
1935 Act. The 1935 Act regulates  FirstEnergy  with respect to  accounting,  the
issuance of securities,  the acquisition and sale of utility assets,  securities
or any other interest in any business,  and entering into, and  performance  of,
service,  sales and construction  contracts among its subsidiaries,  and certain
other  matters.  The 1935 Act also  limits the extent to which  FirstEnergy  may
engage in nonutility  businesses or acquire additional utility businesses.  Each
of the Companies'  retail rates,  conditions of service,  issuance of securities
and other  matters are subject to regulation in the state in which each operates
- in Ohio by the PUCO, in New Jersey by the New Jersey Board of Public Utilities
(NJBPU)  and in  Pennsylvania  by the  Pennsylvania  Public  Utility  Commission
(PPUC).  With respect to their wholesale and interstate  electric operations and
rates,  the Companies are subject to regulation,  including  regulation of their
accounting policies and practices,  by the FERC. Under Ohio law,  municipalities
may  regulate  rates,  subject  to appeal to the PUCO if not  acceptable  to the
utility.

          In Ohio,  New Jersey and  Pennsylvania,  laws  applicable  to electric
industry  deregulation  included  similar  provisions which are reflected in the
Companies' respective state regulatory plans:

          o  allowing the Companies' electric customers to select their
             generation suppliers;

          o  establishing PLR obligations to customers in the Companies' service
             areas;

          o  allowing recovery of transition costs (sometimes referred to as
             stranded investment);

          o  itemizing (unbundling) the price of electricity into its component
             elements  -  including generation, transmission, distribution and
             transition costs recovery charges;

          o  deregulating the Companies' electric generation businesses;

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<PAGE>

          o  continuing regulation of the Companies' transmission and
             distribution systems; and

          o  requiring corporate separation of regulated and unregulated
             business activities.

       PUCO Rate Matters

          In July 1999, Ohio's electric utility restructuring legislation, which
allowed Ohio electric customers to select their generation  suppliers  beginning
January 1, 2001,  was signed  into law.  Among  other  things,  the  legislation
provided for a 5% reduction on the generation portion of residential  customers'
bills and the  opportunity to recover  transition  costs,  including  regulatory
assets,  from  January 1, 2001 through  December  31, 2005  (market  development
period).  The period for the recovery of regulatory  assets only can be extended
up to December  31, 2010.  The PUCO was  authorized  to  determine  the level of
transition  cost  recovery,  as well as the recovery  period for the  regulatory
assets  portion of those costs,  in  considering  each Ohio  electric  utility's
transition plan application.

          In July 2000, the PUCO approved FirstEnergy's  transition plan for OE,
CEI and TE (Ohio  Companies)  as modified by a settlement  agreement  with major
parties to the transition plan. The application of SFAS 71,  "Accounting for the
Effects of Certain  Types of  Regulation"  to OE's  generation  business and the
nonnuclear  generation  businesses  of  CEI  and TE was  discontinued  with  the
issuance of the PUCO transition plan order,  as described  further below.  Major
provisions  of the  settlement  agreement  consisted  of approval of recovery of
generation-related  transition  costs as filed of $4.0  billion  net of deferred
income  taxes  (OE-$1.6  billion,  CEI-$1.6  billion  and TE-$0.8  billion)  and
transition  costs related to  regulatory  assets as filed of $2.9 billion net of
deferred income taxes (OE-$1.0  billion,  CEI-$1.4 billion and TE-$0.5 billion),
with  recovery  through no later than 2006 for OE,  mid-2007 for TE and 2008 for
CEI,  except where a longer period of recovery is provided for in the settlement
agreement. The generation-related  transition costs include $1.4 billion, net of
deferred income taxes,  (OE-$1.0 billion,  CEI-$0.2 billion and TE-$0.2 billion)
of impaired  generating  assets  recognized  as  regulatory  assets as described
further below,  $2.4 billion,  net of deferred income taxes,  (OE-$1.2  billion,
CEI-$0.4  billion and TE-$0.8 billion) of above market operating lease costs and
$0.8  billion,  net of  deferred  income  taxes,  (CEI-$0.5  billion and TE-$0.3
billion)  of  additional  plant  costs  that  were  reflected  on CEI's and TE's
regulatory financial statements.

          Also as part of the  settlement  agreement,  the Ohio  Companies  give
preferred access over its subsidiaries to nonaffiliated  marketers,  brokers and
aggregators  to 1,120  megawatts  (MW) of  generation  capacity  through 2005 at
established  prices for sales to the Ohio Companies' retail customers.  Customer
prices are frozen through the five-year market  development  period,  which runs
through  the end of 2005,  except  for  certain  limited  statutory  exceptions,
including  the 5%  reduction  referred  to above.  In  February  2003,  the Ohio
Companies were authorized increases in annual revenues aggregating approximately
$50 million (OE-$41 million,  CEI-$4 million and TE-$5 million) to recover their
higher tax costs resulting from the Ohio deregulation legislation.

          The Ohio Companies' customers choosing  alternative  suppliers receive
an additional incentive applied to the shopping credit (generation component) of
45%  for  residential  customers,  30%  for  commercial  customers  and  15% for
industrial  customers.  The  amount of the  incentive  is  deferred  for  future
recovery  from  customers.  Subject to  approval by the PUCO,  recovery  will be
accomplished by extending the respective transition cost recovery period.

          On October 21, 2003, the Ohio Companies filed an application  with the
PUCO to  establish  generation  service  rates  beginning  January 1,  2006,  in
response to  expressed  concerns by the PUCO about price and supply  uncertainty
following  the end of the market  development  period.  The filing  included two
options:

          o   A competitive auction, which would establish a price for
              generation that customers would be charged during the period
              covered by the auction, or

          o   A Rate Stabilization Plan, which would extend current generation
              prices through 2008, ensuring adequate supply and continuing our
              support of energy efficiency and economic development efforts.

          Under  the first  option,  an  auction  would be  conducted  to secure
generation  service  for the  Ohio  Companies'  customers.  Beginning  in  2006,
customers would pay market prices for generation as determined by the auction.

          Under the Rate Stabilization  Plan option,  customers would have price
and supply  stability  through  2008 - three years  beyond the end of the market
development period - as well as the benefits of a competitive  market.  Customer
benefits would include:  customer  savings by extending the current five percent
discount on generation  costs and other customer  credits;  maintaining  current
distribution  base  rates  through  2007;  market-based  auctions  that  may  be
conducted  annually to ensure that  customers pay the lowest  available  prices;
extension of the Ohio Companies' support of  energy-efficiency  programs and the
potential for continuing the program to give preferred  access to  nonaffiliated
entities to generation  capacity if shopping drops below 20%. Under the proposed
plan, FirstEnergy is requesting:

          o   Extension of the transition cost amortization period for OE from
              2006 to 2007; for CEI from 2008 to mid-2009 and for TE from
              mid-2007 to mid-2008;


                                       7

<PAGE>

          o   Deferral of interest costs on the accumulated shopping
              incentives and other cost deferrals as new regulatory assets;
              and

          o   Ability to initiate a request to increase generation rates under
              certain limited conditions.

          On January 7, 2004,  the PUCO staff filed  testimony  on the  proposed
rate plan  generally  supporting the Rate  Stabilization  Plan as opposed to the
competitive  auction  proposal.  Hearings  began on  February  11, 2004 and were
completed on March 1, 2004.  On February 23 2004,  after  consideration  of PUCO
Staff  comments  and  testimony  as  well  as  those  provided  by  some  of the
intervening  parties,   FirstEnergy  made  certain  modifications  to  the  Rate
Stabilization Plan. A decision is expected from the PUCO in the Spring of 2004.

       NJBPU Rate Matters

          JCP&L's 2001 Final  Decision  and Order (Final  Order) with respect to
its rate  unbundling,  stranded cost and  restructuring  filings  confirmed rate
reductions  set  forth in its 1999  Summary  Order,  which had been in effect at
increasing  levels  through  July  2003.  The Final  Order  also  confirmed  the
establishment  of a  non-bypassable  societal  benefits  charge (SBC) to recover
costs which include nuclear plant  decommissioning  and  manufactured  gas plant
remediation,  as  well  as  a  non-bypassable  market  transition  charge  (MTC)
primarily  to recover  stranded  costs.  The NJBPU has  deferred  making a final
determination of the net proceeds and stranded costs related to prior generating
asset  divestitures  until JCP&L's request for an Internal Revenue Service (IRS)
ruling  regarding  the treatment of  associated  federal  income tax benefits is
acted  upon.  Should the IRS ruling  support  the return of the tax  benefits to
customers, there would be no effect on FirstEnergy's or JCP&L's net income since
the contingency existed prior to the merger.

          In addition,  the Final Order  provided for the ability to  securitize
stranded  costs  associated  with the divested  Oyster Creek Nuclear  Generating
Station.  Under NJBPU  authorization  in 2002,  JCP&L issued  through its wholly
owned subsidiary, JCP&L Transition Funding LLC, $320 million of transition bonds
(recognized on the Consolidated Balance Sheet) which securitized the recovery of
these costs and which provided for a usage-based  non-bypassable transition bond
charge (TBC) and for the transfer of the bondable transition property to another
entity.

          Prior to August 1, 2003,  JCP&L's  PLR  obligation  to  provide  basic
generation service (BGS) to non-shopping  customers was supplied almost entirely
from  contracted  and open market  purchases.  JCP&L is  permitted  to defer for
future collection from customers the amounts by which its costs of supplying BGS
to non-shopping  customers and costs incurred under nonutility  generation (NUG)
agreements  exceed amounts  collected  through BGS and MTC rates. As of December
31, 2003,  the  accumulated  deferred cost balance  totaled  approximately  $440
million, after the charge discussed below. The NJBPU also allowed securitization
of JCP&L's  deferred  balance to the extent permitted by law upon application by
JCP&L and a  determination  by the NJBPU that the  conditions  of the New Jersey
restructuring  legislation  are met. There can be no assurance as to the extent,
if any, that the NJBPU will permit such securitization.

          Under New Jersey  transition  legislation,  all electric  distribution
companies  were  required to file rate cases to determine the level of unbundled
rate components to become effective August 1, 2003. JCP&L's two August 2002 rate
filings requested  increases in base electric rates of approximately $98 million
annually and  requested  the recovery of deferred  costs that  exceeded  amounts
being  recovered  under the current MTC and SBC rates;  one  proposed  method of
recovery of these costs is the  securitization  of the  deferred  balance.  This
securitization  methodology  is  similar  to  the  Oyster  Creek  securitization
discussed  above.  On July 25, 2003, the NJBPU announced its JCP&L base electric
rate proceeding decision, which reduced JCP&L's annual revenues by approximately
$62 million  effective  August 1, 2003.  The NJBPU decision also provided for an
interim return on equity of 9.5 percent on JCP&L's rate base for 6 to 12 months.
During that period,  JCP&L will initiate another  proceeding to request recovery
of additional costs incurred to enhance system reliability.  In that proceeding,
the NJBPU could  increase the return on equity to 9.75 percent or decrease it to
9.25 percent, depending on its assessment of the reliability of JCP&L's service.
Any reduction  would be retroactive to August 1, 2003. The net revenue  decrease
from the NJBPU's decision consists of a $223 million decrease in the electricity
delivery charge, a $111 million increase due to the August 1, 2003 expiration of
annual  customer  credits  previously  mandated  by the  New  Jersey  transition
legislation,  a $49 million increase in the MTC tariff  component,  and a net $1
million  increase  in the SBC  charge.  The MTC allows for the  recovery of $465
million in deferred  energy  costs over the next ten years on an interim  basis,
thus  disallowing $153 million of the $618 million provided for in a preliminary
settlement  agreement  between  certain  parties.  As a result,  JCP&L  recorded
charges to net income for the year ended  December  31, 2003,  aggregating  $185
million ($109  million net of tax)  consisting of the $153 million of disallowed
deferred  energy  costs and other  regulatory  assets.  JCP&L filed a motion for
rehearing and reconsideration  with the NJBPU on August 15, 2003 with respect to
the following  issues:  (1) the disallowance of the $153 million deferred energy
costs;  (2) the  reduced  rate of return on  equity;  and (3) $42.7  million  of
disallowed costs to achieve merger savings.  On October 10, 2003, the NJBPU held
the  motion in  abeyance  until  the final  NJBPU  decision  and order  which is
expected to be issued in the first quarter of 2004.

                                       8

<PAGE>

          JCP&L's BGS obligation for the twelve month period beginning August 1,
2003 was  auctioned  in February  2003.  The  auction  covered a fixed price bid
(applicable to all residential and smaller commercial and industrial  customers)
and an hourly price bid (applicable to all large industrial  customers) process.
JCP&L  sells  all  self-supplied  energy  (NUGs  and  owned  generation)  to the
wholesale market with offsetting  credits to its deferred energy  balances.  The
BGS auction for the subsequent  period was completed in February 2004. The NJBPU
adjusted the  generation  component of JCP&L's retail rates on August 1, 2003 to
reflect the results of the BGS auction.

          On July  5,  2003,  JCP&L  experienced  a  series  of  34.5  kilo-volt
sub-transmission  line faults that  resulted in outages on the New Jersey shore.
The NJBPU  instituted an investigation  into these outages,  and directed that a
Special Reliability Master be hired to oversee the investigation. On December 8,
2003, the Special Reliability Master issued his Interim Report recommending that
JCP&L implement a series of actions to improve  reliability in the area affected
by the  outages.  The NJBPU  adopted the  findings  and  recommendations  of the
Interim  Report on  December  17,  2003,  and  ordered  JCP&L to  implement  the
recommended  actions on a staggered basis,  with initial actions to be completed
by March 31,  2004.  JCP&L  expects to spend $12.5  million  implementing  these
actions during 2004.

       PPUC Rate Matters

          The PPUC authorized 1998 rate restructuring plans for Penn, Met-Ed and
Penelec.  In 2000,  the PPUC  disallowed a portion of the  requested  additional
stranded  costs above those amounts  granted in Met-Ed's and Penelec's 1998 rate
restructuring  plan orders.  The PPUC required Met-Ed and Penelec to seek an IRS
ruling  regarding the return of certain  unamortized  investment tax credits and
excess deferred income tax benefits to customers.  Similar to JCP&L's situation,
if the IRS ruling ultimately supports returning these tax benefits to customers,
there  would be no effect to  FirstEnergy's,  Met-Ed's or  Penelec's  net income
since the contingency existed prior to the merger.

          In June 2001, the PPUC approved the Settlement Stipulation with all of
the major parties in the combined merger and rate proceedings which approved the
merger  and  provided  PLR  deferred  accounting  treatment  for  energy  costs,
permitting  Met-Ed and Penelec to defer,  for future  recovery,  energy costs in
excess of amounts  reflected in their capped  generation  rates  retroactive  to
January 1, 2001.  This PLR deferral  accounting  procedure was later denied in a
February 2002 Commonwealth  Court of Pennsylvania  decision.  The court decision
also affirmed the PPUC decision regarding the merger,  remanding the decision to
the  PPUC  only  with  respect  to the  issue  of  merger  savings.  FirstEnergy
established  reserves in 2002 for Met-Ed's  and  Penelec's  PLR deferred  energy
costs which aggregated  $287.1 million,  reflecting the potential adverse impact
of the then pending  Pennsylvania  Supreme Court decision  whether to review the
Commonwealth Court decision.

          On April 2,  2003,  the PPUC  remanded  the issue  relating  to merger
savings to the Office of  Administrative  Law for hearings,  directed Met-Ed and
Penelec to file a position paper on the effect of the  Commonwealth  Court order
on the Settlement Stipulation and allowed other parties to file responses to the
position paper.  Met-Ed and Penelec filed a letter with the  Administrative  Law
Judge  (ALJ) on June 11,  2003,  voiding the  Stipulation  in its  entirety  and
reinstating Met-Ed's and Penelec's restructuring  settlement previously approved
by the PPUC.

          On October  2,  2003,  the PPUC  issued an order  concluding  that the
Commonwealth Court reversed the PPUC's June 20, 2001 order in its entirety.  The
PPUC directed Met-Ed and Penelec to file tariffs within thirty days of the order
to reflect the competitive  transition  charge (CTC) rates and shopping  credits
that were in effect  prior to the June 21, 2001 order to be  effective  upon one
day's  notice.  In  response  to that  order,  Met-Ed and  Penelec  filed  these
supplements to their tariffs to become effective October 24, 2003.

          On  October  8,  2003,   Met-Ed  and  Penelec  filed  a  petition  for
clarification  relating to the October 2, 2003 order on two issues: to establish
June 30, 2004 as the date to fully refund the NUG trust fund and to clarify that
the ordered  accounting  treatment  regarding the CTC rate/shopping  credit swap
should  follow the  ratemaking,  and that the PPUC's  findings  would not impair
their rights to recover all of their stranded costs. On October 9, 2003,  ARIPPA
(an  intervenor  in the  proceedings)  petitioned  the PPUC to direct Met-Ed and
Penelec  to  reinstate   accounting  for  the  CTC  rate/shopping   credit  swap
retroactive to January 1, 2002.  Several other parties also filed petitions.  On
October 16,  2003,  the PPUC issued a  reconsideration  order  granting the date
requested by Met-Ed and Penelec for the NUG trust fund refund,  denying Met-Ed's
and Penelec's other  clarification  requests and granting ARIPPA's petition with
respect to the  accounting  treatment  of the  changes to the CTC  rate/shopping
credit swap. On October 22, 2003, Met-Ed and Penelec filed an Objection with the
Commonwealth  Court  asking  that the Court  reverse  the  PPUC's  finding  that
requires  Met-Ed  and  Penelec  to treat the  stipulated  CTC rates that were in
effect  from  January 1, 2002 on a  retroactive  basis.  Met-Ed and  Penelec are
considering  filing an appeal to the  Commonwealth  Court on the PPUC  orders as
well.

          On October  27,  2003,  a  Commonwealth  Court  judge  issued an Order
denying  Met-Ed's  and  Penelec's  objection  without  explanation.  Due  to the
vagueness  of the Order,  Met-Ed and  Penelec,  on October  31,  2003,  filed an
Application  for  Clarification  with the judge.  Concurrent  with this  filing,
Met-Ed and  Penelec,  in order to  preserve  their  rights,  also filed with the
Commonwealth  Court  both a Petition  for  Review of the  PPUC's  October 16 and
October 22 Orders,  and an  application  for  reargument,  if the judge,  in his
clarification  order,  indicates  that  Met-Ed's  and  Penelec's  objection  was
intended to be denied on the merits.  In addition to these findings,  Met-Ed and
Penelec,  in compliance  with the PPUC's  Orders,  filed revised PPUC  quarterly

                                       9

<PAGE>

reports for the twelve  months  ended  December  31, 2001 and 2002,  and for the
first two  quarters  of 2003,  reflecting  balances  consistent  with the PPUC's
findings in their Orders.

          Effective  September 1, 2002,  Met-Ed and Penelec  assigned  their PLR
responsibility  to their FES affiliate through a wholesale power sale agreement.
The PLR sale will be  automatically  extended for each successive  calendar year
unless any party elects to cancel the  agreement by November 1 of the  preceding
year.  Under  the terms of the  wholesale  agreement,  FES  assumed  the  supply
obligation  and the supply profit and loss risk, for the portion of power supply
requirements  not  self-supplied by Met-Ed and Penelec under their NUG contracts
and other  power  contracts  with  nonaffiliated  third  party  suppliers.  This
arrangement  reduces  Met-Ed's and Penelec's  exposure to high  wholesale  power
prices by  providing  power at a fixed  price for their  uncommitted  PLR energy
costs during the term of the agreement with FES. FES has hedged most of Met-Ed's
and  Penelec's  unfilled  PLR on-peak  obligation  through 2004 and a portion of
2005, the period during which deferred  accounting was previously  allowed under
the PPUC's  order.  Met-Ed and Penelec  are  authorized  to  continue  deferring
differences between NUG contract costs and current market prices.

          In late 2003,  the PPUC  issued a  Tentative  Order  implementing  new
reliability  benchmarks  and  standards.  In  connection  therewith,   the  PPUC
commenced a  rulemaking  procedure  to amend the  Electric  Service  Reliability
Regulations to implement these new benchmarks,  and create additional  reporting
on  reliability.  Although  neither  the  Tentative  Order  nor the  Reliability
Rulemaking has been finalized,  the PPUC ordered all  Pennsylvania  utilities to
begin filing quarterly  reports on November 1, 2003. The comment period for both
the  Tentative  Order and the  Proposed  Rulemaking  Order has  closed.  Met-Ed,
Penelec and Penn are currently  awaiting the PPUC to issue a final order in both
matters.  The order  will  determine  (1) the  standards  and  benchmarks  to be
utilized,  and (2) the details required in the quarterly and annual reports.  It
is expected that these Orders will be finalized in March of 2004.

          On January 16,  2004,  the PPUC  initiated a formal  investigation  of
Met-Ed's, Penelec's and Penn's levels of compliance with the Public Utility Code
and the PPUC's  regulations and orders with regard to reliable electric service.
Hearings  will be held in  August  in this  investigation,  and the ALJ has been
directed to issue a  Recommended  Decision by September  30,  2004,  in order to
allow the PPUC time to issue a Final Order before December 16, 2004. FirstEnergy
is unable to predict the outcome of the  investigation or the impact of the PPUC
order.

       FERC Rate Matters

          The Companies provide wholesale power and transmission service subject
to the jurisdiction of the FERC.

          Following the FirstEnergy/GPU  merger, the transmission  facilities of
JCP&L,  Met-Ed and Penelec  continue to be operated by PJM.  PJM was approved by
the FERC as a regional  transmission  organization  (RTO) on December  20, 2002.
Transmission   service  over  the  facilities  of  FirstEnergy's  PJM  operating
companies is provided under the PJM Open Access Transmission Tariff.

          ATSI transferred operational control of its transmission facilities in
the East Central Area Reliability  Agreement (ECAR) area to the MISO RTO as part
of  GridAmerica,  LLC, an  independent  transmission  company.  This transfer of
control  became  effective  on October 1, 2003.  Transmission  service  over the
facilities  of ATSI is now  provided  under  the MISO Open  Access  Transmission
Tariff. A settlement of all rate matters related to ATSI's integration into MISO
was filed with FERC on December 18, 2003 and is waiting decision by FERC.

          PJM and MISO  were  ordered  by the FERC to  develop  a common  market
between the regions by October 31, 2004.  The FERC also  initiated a Section 206
investigation  into the  reasonableness  of the  "through-and-out"  transmission
rates  charged by PJM and MISO.  On November  17, 2003,  the FERC issued  orders
directing MISO, PJM, and certain unaffiliated transmission owners in the Midwest
to eliminate their transmission rates for point-to-point service effective April
1, 2004. A settlement judge has been appointed by the FERC to resolve compliance
filings  by the  affected  transmission  providers.  As part  of the  settlement
process,  the FERC extended the date for  elimination of  through-and-out  rates
until May 1, 2004.  AEP,  Commonwealth  Edison,  and other  transmission  owning
utilities have appealed the FERC's November 17, 2003 orders to the federal court
of appeals for the District of Columbia.

       Regulatory Accounting

          All of the Companies'  regulatory assets (deferred costs) are expected
to continue to be recovered under provisions of the Ohio transition plan and the
respective  Pennsylvania  and New Jersey  regulatory  plans.  The application of
Statement of Financial  Accounting  Standards (SFAS) No. 71, "Accounting for the
Effects of Certain Types of Regulation",  has been  discontinued with respect to
the Companies' generation operations.

Capital Requirements

          Capital  expenditures for the Companies,  FES and FirstEnergy's  other
subsidiaries  for the years 2004 through 2006 excluding  nuclear fuel, are shown

                                       10

<PAGE>

in the following  table.  Such costs include  expenditures for the betterment of
existing facilities and for the construction of generating capacity,  facilities
for  environmental   compliance,   transmission   lines,   distribution   lines,
substations and other assets.

                                             Capital Expenditures Forecast
                                  2003      ------------------------------
                                 Actual     2004     2005-2006       Total
                                 ------     ----     ---------       -----
                                                (In millions)
       OE..................      $  87      $110      $   185       $  295
       Penn................         46        64           79          143
       CEI.................        114        92          183          275
       TE..................         71        50           91          141
       JCP&L...............        125       146          300          446
       Met-Ed..............         44        55          113          168
       Penelec.............         46        66          132          198
       ATSI................         18        23           43           66
       FES.................        141        69          374          443
       Other subsidiaries..        100        38           87          125
                                 -----      ----      -------       ------
       Total...............      $ 792      $713      $ 1,587       $2,300

          Amounts  shown  above for 2004 and  2005-2006  include $45 million and
$120  million,  respectively,  for the  replacement  of steam  generators at the
Beaver Valley Nuclear Power Plant.

           During the 2004-2006 period, maturities of, and sinking fund
requirements for, long-term debt and preferred stock of FirstEnergy and its
subsidiaries are:
                                      Preferred Stock and Long-Term Debt
                                              Redemption Schedule
                                      ----------------------------------
                                      2004        2005-2006        Total
                                      ----        ---------        -----
                                                 (In millions)

       OE........................   $   60         $  180         $  240
       Penn......................       64              4             68
       CEI*......................      289              2            291
       TE........................      230             --            230
       JCP&L.....................      176            275            451
       Met-Ed....................       40            181            221
       Penelec...................      125              8            133
       FirstEnergy...............      270          1,300          1,570
       Other subsidiaries........        4             18             22
                                    ------         ------         ------
       Total.....................   $1,258         $1,968         $3,226

        *  CEI has an additional $22 million due to associated companies in
           2005-2006.

           The Companies' and FES's respective investments for additional
nuclear fuel, and nuclear fuel investment reductions as the fuel is consumed,
during the 2004-2006 period are presented in the following table. The table also
displays the Companies' operating lease commitments, net of capital trust cash
receipts for the 2004-2006 period.

<TABLE>

<CAPTION>
                                        Nuclear Fuel Forecasts
                          ----------------------------------------------------                 Net
                              New Investments              Consumption              Operating Lease Commitments
                          -----------------------    -------------------------      -----------------------------
                          2004  2005-2006   Total    2004    2005-2006   Total      2004      2005-2006     Total
                          ----  ---------   -----    ----    ---------   -----      ----      ---------     -----
                                                            (In millions)

<S>                       <C>       <C>       <C>      <C>      <C>       <C>       <C>         <C>         <C>
OE..................      $28       $20       $48      $25      $25       $50       $ 80        $163        $243
Penn................       20        14        34       17       18        35         --          --          --
CEI.................       29        32        61       30       30        60         27          33          60
TE..................       13        29        42       21       21        42         73         161         234
JCP&L...............       --        --        --       --       --        --          1           3           4
Met-Ed..............       --        --        --       --       --        --          1           3           4
FES.................       --       138       138       --       98        98         --          --          --
                       ------     -----     -----    -----    -----     -----   --------     -------     -------
Total...............      $90      $233      $323      $93     $192      $285       $182        $363        $545

</TABLE>

          Short-term  borrowings  outstanding as of December 31, 2003, consisted
of $372 million of bank borrowings (FirstEnergy-$280 million, OE-$22 million and
TE-$70 million), and $150 million of OES Capital, Incorporated commercial paper.
OES Capital is a wholly owned  subsidiary of OE whose  borrowings are secured by
customer accounts receivable.  OES Capital can borrow up to $170 million under a
receivables financing agreement at rates based on certain bank commercial paper.
FirstEnergy had $516 million available under $1.25 billion of revolving lines of
credit as of December  31, 2003.  FirstEnergy  may borrow under its facility and
could  transfer  any of its  borrowings  to  affiliated  companies.  OE had $477
million of unused bank facilities as of December 31, 2003. An additional  source
of ongoing cash for FirstEnergy,  as a holding  company,  is cash dividends from
its  subsidiaries.  In 2003, the holding  company  received $864 million of cash
dividends on common stock from its subsidiaries.

                                       11

<PAGE>

           Based on their present plans, the Companies could provide for their
cash requirements in 2004 from the following sources: funds to be received from
operations; available cash and temporary cash investments as of December 31,
2003 (Company's nonutility subsidiaries-$85 million, OE-$2 million, CEI-$25
million, TE-$2 million); the issuance of long-term debt (for refunding
purposes); and funds available under revolving credit arrangements. Cash and
cash equivalents as of December 31, 2003 included $32 million received in
December 2003 which was included in the NRG settlement claim sold in January
2004.
          The extent and type of future  financings  will depend on the need for
external funds as well as market  conditions,  the maintenance of an appropriate
capital  structure  and the ability of the  Companies  to comply  with  coverage
requirements  in order to issue first  mortgage bonds and preferred  stock.  The
Companies  will  continue to monitor  financial  market  conditions  and,  where
appropriate,  may take  advantage of economic  opportunities  to refund debt and
preferred stock to the extent that their financial resources permit.

          The coverage  requirements  contained in the first mortgage indentures
under which the Companies  issue first mortgage  bonds provide that,  except for
certain  refunding  purposes,  the Companies may not issue first  mortgage bonds
unless applicable net earnings (before income taxes),  calculated as provided in
the indentures,  for any period of twelve  consecutive months within the fifteen
calendar months  preceding the month in which such additional  bonds are issued,
are at least twice annual interest  requirements  on outstanding  first mortgage
bonds,  including those being issued.  Under OE's first mortgage indenture,  the
availability of property additions is more restrictive than the earnings test at
the present  time and would limit the amount of first  mortgage  bonds  issuable
against  property  additions  to $238  million.  OE is  currently  able to issue
approximately  $1.4 billion  principal  amount of first  mortgage  bonds against
previously retired bonds without the need to meet the above restrictions.  Under
Penn's first  mortgage  indenture,  other  requirements  also apply and are more
restrictive  than the earnings test at the present time.  Penn is currently able
to issue $451 million  principal amount of first mortgage bonds, with up to $237
million of such amount issuable against property additions;  the remainder could
be issued against  previously  retired bonds. CEI can issue  approximately  $1.1
billion  principal  amount of first  mortgage  bonds  against a  combination  of
previously retired bonds and property additions. TE cannot currently issue first
mortgage bonds. JCP&L,  Met-Ed and Penelec are able to issue $126 million,  $189
million and $23 million principal amount, respectively, of first mortgage bonds.

          OE's, Penn's,  TE's and JCP&L's  respective  articles of incorporation
prohibit the sale of preferred stock unless applicable gross income,  calculated
as provided in the articles of  incorporation,  is equal to at least 1-1/2 times
the aggregate of the annual interest  requirements  on  indebtedness  and annual
dividend  requirements on preferred stock  outstanding  immediately  thereafter.
Based upon earnings for 2003 an assumed dividend rate of 7.38% (OE and Penn) and
7.25%  (JCP&L),  and no  additional  indebtedness,  OE,  Penn and JCP&L would be
permitted,  under the  earnings  coverage  test  contained  in their  respective
charters,  to issue at least $2.4  billion,  $244  million  and $189  million of
preferred stock, respectively;  TE cannot currently issue preferred stock. There
are no restrictions on the ability of CEI, Met-Ed and Penelec to issue preferred
stock.

          To the extent that coverage requirements or market conditions restrict
the  Companies'  abilities to issue desired  amounts of first  mortgage bonds or
preferred  stock,  the  Companies  may seek  other  methods of  financing.  Such
financings  could include the sale of preferred  and/or  preference  stock or of
such other types of securities  as might be authorized by applicable  regulatory
authorities  which  would  not  otherwise  be sold and  could  result  in annual
interest  charges  and/or  dividend  requirements  in excess of those that would
otherwise be incurred.

       Met-Ed Capital Trust and Penelec Capital Trust

          In 1999,  Met-Ed Capital  Trust, a wholly owned  subsidiary of Met-Ed,
issued  $100  million of trust  preferred  securities  (Met-Ed  Trust  Preferred
Securities) at 7.35%,  due 2039. The sole assets of Met-Ed Capital Trust are the
7.35%  Cumulative  Preferred  Securities  of Met-Ed  Capital  II,  L.P.  (Met-Ed
Partnership  Preferred  Securities) and its only revenues are the quarterly cash
distributions it receives on the Met-Ed Partnership Preferred  Securities.  Each
Met-Ed  Trust  Preferred  Security  represents  a Met-Ed  Partnership  Preferred
Security. Met-Ed Capital II, L.P. is a wholly-owned subsidiary of Met-Ed and the
sponsor of Met-Ed Capital Trust.  The sole assets of Met-Ed Capital II, L.P. are
Met-Ed's  7.35%  Subordinated  Debentures,  Series  A, due 2039,  which  have an
aggregate  principal  amount of $103.1 million.  Distributions  were made on the
Trust Preferred  Securities  during 2003 in the aggregate  amount of $7,350,000.
Expenses of Met-Ed Trust for 2003 were  approximately  $5,000, all of which were
paid by Met-Ed Preferred Capital II, Inc., the general partner of Met-Ed Capital
II, L.P. The Trust  Preferred  Securities are issued in book-entry  form only so
that there is only one holder of  record.  Met-Ed has fully and  unconditionally
guaranteed the Met-Ed Partnership  Preferred  Securities,  and,  therefore,  the
Met-Ed Trust Preferred Securities.

          In 1999,  Penelec Capital Trust, a wholly owned subsidiary of Penelec,
issued $100  million of trust  preferred  securities  (Penelec  Trust  Preferred
Securities) at 7.34%, due 2039. The sole assets of Penelec Capital Trust are the

                                       12

<PAGE>

7.34%  Cumulative  Preferred  Securities  of Penelec  Capital II, L.P.  (Penelec
Partnership  Preferred  Securities) and its only revenues are the quarterly cash
distributions it receives on the Penelec Partnership Preferred Securities.  Each
Penelec Trust  Preferred  Security  represents a Penelec  Partnership  Preferred
Security.  Penelec Capital II, L.P. is a wholly-owned  subsidiary of Penelec and
the sponsor of Penelec  Capital  Trust.  The sole assets of Penelec  Capital II,
L.P. are Penelec's 7.34% Subordinated Debentures, Series A, due 2039, which have
an aggregate principal amount of $103.1 million.  Distributions were made on the
Trust Preferred  Securities  during 2003 in the aggregate  amount of $7,340,000.
Expenses of Penelec Trust for 2003 were approximately  $5,000, all of which were
paid by Penelec  Preferred  Capital II,  Inc.,  the  general  partner of Penelec
Capital II, L.P. The Trust  Preferred  Securities are issued in book-entry  form
only so that  there  is only  one  holder  of  record.  Penelec  has  fully  and
unconditionally  guaranteed the Penelec Partnership Preferred  Securities,  and,
therefore, the Penelec Trust Preferred Securities.

          Upon  adoption  of  FIN  46R,   "Consolidation  of  Variable  Interest
Entities",  the limited  partnerships  and statutory  business trusts  discussed
above are not  consolidated  on the financial  statements of  FirstEnergy,  CEI,
Met-Ed and Penelec as of December 31, 2003.

Nuclear Regulation

          The construction,  operation and decommissioning of nuclear generating
units are  subject to the  regulatory  jurisdiction  of the  Nuclear  Regulatory
Commission (NRC) including the issuance by it of construction permits, operating
licenses,  and possession only licenses for decommissioning  reactors. The NRC's
procedures with respect to the amendment of nuclear reactor  operating  licenses
afford opportunities for interested parties to request adjudicatory  hearings on
health,  safety and  environmental  issues  subject to  meeting  NRC  "standing"
requirements.  The NRC may  require  substantial  changes  in  operation  or the
installation of additional equipment to meet safety or environmental  standards,
subject to the backfit rule  requiring the NRC to justify such new  requirements
as  necessary  for the  overall  protection  of public  health and  safety.  The
possibility also exists for modification, denial or revocation of licenses. As a
result of the merger with GPU, FirstEnergy now owns the Three Mile Island Unit 2
(TMI-2) and the Saxton Nuclear  Experimental  Facility.  Both  facilities are in
various  stages  of  decommissioning.  TMI-2  is in a  post-defueling  monitored
storage condition,  with decommissioning planned in 2014. Saxton is in the final
stages of  decommissioning,  with license  termination  scheduled for the fourth
quarter of 2004 and its final site restoration is scheduled for the end of 2004.
Beaver  Valley  Unit 1 was  placed  in  commercial  operation  in 1976,  and its
operating  license  expires  in  2016.  Davis-Besse  was  placed  in  commercial
operation in 1977, and its operating  license expires in 2017.  Perry Unit 1 and
Beaver  Valley Unit 2 were placed in  commercial  operation  in 1987,  and their
operating licenses expire in 2026 and 2027, respectively.

          Davis-Besse, which is operated by FENOC, began its scheduled refueling
outage on February 16,  2002.  The plant was  originally  scheduled to return to
service  by the end of March  2002.  During  the  refueling  outage,  visual and
ultrasonic  testings were conducted on all 69 of the Control Rod Drive Mechanism
penetration  nozzles.  This  testing  was  performed  to  check  for the kind of
circular or  circumferential  cracking in these  nozzles  that had been found at
some other  plants  similar in design and vintage to  Davis-Besse.  Based on the
inspection  and test results,  five nozzles were scheduled for repair during the
refueling outage.

          As repair work began on one of the nozzles,  FENOC found  corrosion in
the reactor  vessel head near some of the  penetration  holes,  created by boric
acid  deposits  from  leaks  in the  nozzles.  As a  result,  the NRC  issued  a
confirmatory action letter stating that restart of the plant would be subject to
prior NRC  approval,  and it  established  an  Inspection  Manual  Chapter  0350
Oversight  Panel to  ensure  close NRC  oversight  of  Davis-Besse's  corrective
actions.

          In response to the reactor vessel head degradation,  FENOC initiated a
number of root cause analyses and other assessments, and established a Return to
Service  Plan to correct  the causes  and ensure a safe and  reliable  return to
service.  The Return to Service Plan  included  actions to:  replace the reactor
vessel head,  inspect and correct other  components in the containment  that may
have been  affected  by boric acid,  review  important  systems and  programs to
ensure  their   readiness  for  restart,   and  improve   management  and  human
performance.  FENOC has completed all of the actions under the Return to Service
Plan and is currently implementing corrective actions and performing assessments
for operations issues identified in the late 2003 and early 2004.

          On  March  8,  2004,  FENOC  received  NRC  authorization  to  restart
Davis-Besse.  FENOC formally requested startup authorization at the February 12,
2004, NRC 0350 panel meeting in Port Clinton,  Ohio. The plant will be restarted
in a deliberate  and controlled  manner,  with reactor  operators  incrementally
increasing  reactor  power,  stopping at the 50-percent  and  100-percent  power
levels to test equipment and assess operational performance.  Also, post-restart
assessments  will be conducted  two weeks and one month after the plant  reaches
100-percent power. Operators expect to reach full power by mid-March.

          The NRC granted restart  authorization in an order containing  several
commitments for  Davis-Besse.  Those  requirements  include ongoing  independent
assessments  of the site's  operational  performance,  safety culture and safety
conscious work environment,  and corrective action and engineering  programs for

                                       13

<PAGE>

five years,  as well as visual  inspection  of the reactor head and lower vessel
during the plant's mid-cycle outage, slated in about one year.

          In  2002,  FENOC  spent   approximately  $115  million  in  additional
nuclear-related  operation and maintenance costs,  approximately $120 million in
replacement power costs and  approximately  $63 million in capital  expenditures
related to the reactor head and restart.  In 2003, FENOC spent approximately $93
million  in  additional   nuclear-related   operation  and  maintenance   costs,
approximately  $196 million in  replacement  power costs and  approximately  $21
million in capital  expenditures  related to the reactor head and  restart.  For
2004,   FENOC  expects  to  spend   approximately   $10  million  in  additional
nuclear-related operation and maintenance costs and approximately $15-20 million
in replacement power costs per month during the remaining period of the outage.

          FENOC  recently  received a subpoena  from a grand jury sitting in the
United States District Court for the Northern District of Ohio, Eastern Division
requesting  the  production  of certain  documents  and records  relating to the
inspection and maintenance of the reactor vessel head at the Davis-Besse  plant.
We are unable to predict the outcome of this investigation.  In addition,  FENOC
remains  subject to possible civil  enforcement  action by the NRC in connection
with the  events  leading  to the  Davis  Besse  outage.  If it were  ultimately
determined that  FirstEnergy has legal liability or is otherwise made subject to
regulatory or civil enforcement  action with respect to the Davis-Besse  outage,
it could have a material adverse effect on FirstEnergy's financial condition and
results of operations.

          The NRC  has  promulgated  and  continues  to  promulgate  orders  and
regulations  related to the safe operation of nuclear power plants and standards
for decommissioning clean-up and final license termination. The Companies cannot
predict what additional  orders and regulations  (including  post-September  11,
2001 security  enhancements) may be promulgated,  design changes required or the
effect  that any such  regulations  or design  changes  or  additional  clean-up
standards for final site release,  or the consideration  thereof,  may have upon
their nuclear  plants.  Although the  Companies  have no reason to anticipate an
accident at any of their  nuclear  plants,  if such an accident  did happen,  it
could  have  a  material  but  currently   undeterminable   adverse   effect  on
FirstEnergy's  consolidated financial position. In addition, such an accident at
any operating nuclear plant, whether or not owned by the Companies, could result
in regulations or requirements  that could affect the operation,  licensing,  or
decommissioning  of  plants  that the  Companies  do own with a  consequent  but
currently  undeterminable  adverse  impact,  and  could  affect  the  Companies'
abilities to raise funds in the capital markets.

Nuclear Insurance

          The  Price-Anderson  Act  limits  the  public  liability  which can be
assessed with respect to a nuclear  power plant to $10.9  billion  (assuming 105
units  licensed to  operate)  for a single  nuclear  incident,  which  amount is
covered by: (i) private  insurance  amounting  to $300  million;  and (ii) $10.6
billion  provided by an industry  retrospective  rating plan required by the NRC
pursuant  thereto.  Under  such  retrospective  rating  plan,  in the event of a
nuclear  incident at any unit in the United States resulting in losses in excess
of private  insurance,  up to $100.6  million (but not more than $10 million per
unit per year in the event of more than one incident)  must be  contributed  for
each nuclear unit licensed to operate in the country by the licensees thereof to
cover  liabilities  arising out of the incident.  Based on their present nuclear
ownership and leasehold  interests,  the Companies' maximum potential assessment
under these provisions would be $402.4 million  (OE-$107.5  million,  Penn-$84.5
million, CEI-$121.4 million and TE-$89.0 million) per incident but not more than
$40.0  million  (OE-$10.7  million,  Penn-$8.4  million,  CEI-$12.1  million and
TE-$8.8 million) in any one year for each incident.

          In addition to the public liability insurance provided pursuant to the
Price-Anderson  Act, the  Companies  have also  obtained  insurance  coverage in
limited  amounts for economic  loss and property  damage  arising out of nuclear
incidents.  The Companies are members of NEIL which  provides  coverage (NEIL I)
for the extra expense of replacement power incurred due to prolonged  accidental
outages of nuclear units.  Under NEIL I, the Companies have policies,  renewable
yearly,  corresponding to their respective nuclear  interests,  which provide an
aggregate  indemnity of up to  approximately  $1.182 billion  (OE-$315  million,
Penn-$222  million,  CEI-$382 million and TE-$263 million) for replacement power
costs incurred during an outage after an initial 12-week waiting period. Members
of NEIL I pay annual  premiums and are subject to  assessments  if losses exceed
the accumulated funds available to the insurer.  The Companies'  present maximum
aggregate  assessment for incidents at any covered  nuclear  facility  occurring
during a policy  year would be  approximately  $8.6  million  (OE-$2.3  million,
Penn-$1.6 million, CEI-$2.8 million and TE-$1.9 million).

          The Companies  are insured as to their  respective  nuclear  interests
under property damage  insurance  provided by NEIL to the operating  company for
each  plant.   Under  these   arrangements,   $2.75   billion  of  coverage  for
decontamination  costs,  decommissioning costs, debris removal and repair and/or
replacement of property is provided.  The Companies pay annual premiums for this
coverage and are liable for  retrospective  assessments  of up to  approximately
$55.5 million (OE-$14.9 million, Penn-$10.2 million, CEI-$17.7 million, TE-$12.0
million,  JCP&L-$0.2  million,  Met-Ed-$0.3  million and  Penelec-$0.2  million)
during a policy year.

          The Companies  intend to maintain  insurance  against nuclear risks as
described  above as long as it is  available.  To the  extent  that  replacement
power, property damage, decontamination, decommissioning, repair and replacement
costs  and other  such  costs  arising  from a  nuclear  incident  at any of the

                                       14

<PAGE>

Companies'  plants  exceed the policy  limits of the  insurance  in effect  with
respect to that plant, to the extent a nuclear  incident is determined not to be
covered by the Companies'  insurance  policies,  or to the extent such insurance
becomes  unavailable in the future,  the Companies would remain at risk for such
costs.

          The NRC  requires  nuclear  power plant  licensees  to obtain  minimum
property insurance  coverage of $1.06 billion or the amount generally  available
from private  sources,  whichever is less.  The proceeds of this  insurance  are
required to be used first to ensure that the  licensed  reactor is in a safe and
stable  condition and can be  maintained in that  condition so as to prevent any
significant   risk  to  the  public  health  and  safety.   Within  30  days  of
stabilization,  the  licensee  is  required  to prepare  and submit to the NRC a
cleanup  plan for  approval.  The  plan is  required  to  identify  all  cleanup
operations  necessary to  decontaminate  the reactor  sufficiently to permit the
resumption of operations or to commence decommissioning.  Any property insurance
proceeds  not  already  expended  to place  the  reactor  in a safe  and  stable
condition must be used first to complete those  decontamination  operations that
are ordered by the NRC.  The  Companies  are unable to predict what effect these
requirements may have on the availability of insurance proceeds to the Companies
for the Companies' bondholders.

Environmental Matters

          Various federal,  state and local  authorities  regulate the Companies
with  regard  to air and water  quality  and other  environmental  matters.  The
effects of  compliance  on the Companies  with regard to  environmental  matters
could have a material adverse effect on  FirstEnergy's  earnings and competitive
position.  These  environmental  regulations affect  FirstEnergy's  earnings and
competitive  position to the extent that its subsidiaries compete with companies
that are not subject to such  regulations  and therefore do not bear the risk of
costs associated with compliance,  or failure to comply,  with such regulations.
Overall,  FirstEnergy  believes its subsidiaries are in material compliance with
existing  regulations  but is  unable to  predict  future  change in  regulatory
policies  and what,  if any,  the effects of such change  would be.  FirstEnergy
estimates  additional  capital  expenditures  for  environmental  compliance  of
approximately  $91 million for 2004 through 2006,  which is included in the $2.3
billion of forecasted  capital  expenditures  for 2004 through 2006.  Additional
estimated   capital   expenditures   of  $481   million   relating  to  proposed
environmental laws could be required after 2006.

       Clean Air Act Compliance

          FirstEnergy  is required to meet  federally  approved  sulfur  dioxide
(SO2) regulations.  Violations of such regulations can result in shutdown of the
generating unit involved and/or civil or criminal penalties of up to $31,500 for
each day the unit is in violation. The Environmental Protection Agency (EPA) has
an  interim  enforcement  policy  for SO2  regulations  in Ohio that  allows for
compliance based on a 30-day averaging period. The Companies cannot predict what
action the EPA may take in the future with  respect to the  interim  enforcement
policy.

          FirstEnergy  is complying  with SO2 reduction  requirements  under the
Clean Air Act Amendments of 1990 by burning  lower-sulfur fuel,  generating more
electricity from lower-emitting  plants,  and/or using emission allowances.  NOx
reductions required by the 1990 Amendments are being achieved through combustion
controls and the generation of more  electricity at  lower-emitting  plants.  In
September  1998,  the  EPA  finalized   regulations   requiring  additional  NOx
reductions from the Companies' Ohio and Pennsylvania  facilities.  The EPA's NOx
Transport Rule imposes  uniform  reductions of NOx emissions (an approximate 85%
reduction in utility plant NOx emissions from projected 2007 emissions) across a
region  of  nineteen  states   (including   Michigan,   New  Jersey,   Ohio  and
Pennsylvania)  and the District of Columbia based on a conclusion  that such NOx
emissions  are  contributing  significantly  to ozone  pollution  in the eastern
United States. State Implementation Plans (SIP) must comply by May 31, 2004 with
individual state NOx budgets established by the EPA. New Jersey and Pennsylvania
submitted a SIP that required  compliance with the NOx budgets at the Companies'
New Jersey and Pennsylvania facilities by May 1, 2003. The Companies' New Jersey
and  Pennsylvania  facilities  complied  with  the NOx  budgets  in 2003 and all
facilities will comply with the NOx budgets in 2004 and thereafter. Michigan and
Ohio  submitted  a SIP that  requires  compliance  with the NOx  budgets  at the
Companies' Michigan and Ohio facilities by May 31, 2004.

       National Ambient Air Quality Standards

          In July 1997, the EPA promulgated  changes in the National Ambient Air
Quality Standard (NAAQS) for ozone and proposed a new NAAQS for fine particulate
matter. On December 17, 2003, the EPA proposed the "Interstate Air Quality Rule"
covering a total of 29 states (including New Jersey,  Ohio and Pennsylvania) and
the District of Columbia based on proposed findings that air pollution emissions
from 29 eastern states and the District of Columbia significantly  contribute to
nonattainment of the NAAQS for fine particles and/or the "8-hour" ozone NAAQS in
other  states.  The  EPA  has  proposed  the  Interstate  Air  Quality  Rule  to
"cap-and-trade"  NOx and SO2  emissions in two phases (Phase I in 2010 and Phase
II  in  2015).  According  to  the  EPA,  SO2  emissions  would  be  reduced  by
approximately  3.6 million tons in 2010, across states covered by the rule, with
reductions ultimately reaching more than 5.5 million tons annually. NOx emission
reductions  would measure about 1.5 million tons in 2010 and 1.8 million tons in
2015.  The future cost of  compliance  with these  proposed  regulations  may be
substantial  and will depend on whether and how they are ultimately  implemented
by the states in which the Companies operate affected facilities.

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<PAGE>

       Mercury Emissions

          In  December  2000,  the EPA  announced  it  would  proceed  with  the
development of  regulations  regarding  hazardous air  pollutants  from electric
power  plants,  identifying  mercury as the  hazardous air pollutant of greatest
concern.  On December 15, 2003,  the EPA proposed two  different  approaches  to
reduce mercury emissions from coal-fired power plants.  The first approach would
require  plants  to  install  controls  known  as  "maximum  achievable  control
technologies" (MACT) based on the type of coal burned.  According to the EPA, if
implemented,  the MACT proposal would reduce  nationwide  mercury emissions from
coal-fired power plants by fourteen tons to  approximately  thirty-four tons per
year. The second  approach  proposes a  cap-and-trade  program that would reduce
mercury emissions in two distinct phases. Initially,  mercury emissions would be
reduced by 2010 as a "co-benefits"  from  implementation of SO2 and NOx emission
caps under the EPA's  proposed  Interstate  Air  Quality  Rule.  Phase II of the
mercury  cap-and-trade  program would be  implemented  in 2018 to cap nationwide
mercury emissions from coal-fired power plants at fifteen tons per year. The EPA
has  agreed  to  choose  between  these two  options  and issue a final  rule by
December 15, 2004. The future cost of compliance  with these  regulations may be
substantial.

       W. H. Sammis Plant

          In 1999 and 2000,  the EPA  issued  Notices  of  Violation  (NOV) or a
Compliance Order to nine utilities covering 44 power plants, including the W. H.
Sammis  Plant.  In addition,  the U.S.  Department  of Justice filed eight civil
complaints against various investor-owned utilities,  which included a complaint
against OE and Penn in the U.S.  District  Court for the  Southern  District  of
Ohio.  The NOV and  complaint  allege  violations  of the Clean Air Act based on
operation  and  maintenance  of the W. H. Sammis Plant dating back to 1984.  The
complaint  requests  permanent  injunctive relief to require the installation of
"best available control technology" and civil penalties of up to $27,500 per day
of  violation.  On August 7, 2003,  the  United  States  District  Court for the
Southern District of Ohio ruled that 11 projects  undertaken at the W. H. Sammis
Plant  between 1984 and 1998 required  pre-construction  permits under the Clean
Air Act. The ruling  concludes the liability phase of the case, which deals with
applicability of Prevention of Significant Deterioration provisions of the Clean
Air Act. The remedy  phase,  which is currently  scheduled to be ready for trial
beginning July 19, 2004, will address civil penalties and what, if any,  actions
should be taken to further  reduce  emissions at the plant.  In the ruling,  the
Court  indicated  that the remedies it "may consider and impose  involved a much
broader, equitable analysis, requiring the Court to consider air quality, public
health,  economic  impact,  and  employment  consequences.  The  Court  may also
consider  the less  than  consistent  efforts  of the EPA to apply  and  further
enforce the Clean Air Act." The potential penalties that may be imposed, as well
as the  capital  expenditures  necessary  to comply  with  substantive  remedial
measures  that  may  be  required,  could  have a  material  adverse  impact  on
FirstEnergy's  financial  condition  and results of  operations.  Management  is
unable to predict the ultimate  outcome of this matter and no liability has been
accrued as of December 31, 2003.

       Climate Change

          In December 1997,  delegates to the United Nations'  climate summit in
Japan adopted an agreement,  the Kyoto  Protocol  (Protocol),  to address global
warming by reducing the amount of man-made greenhouse gases emitted by developed
countries  by 5.2% from 1990 levels  between  2008 and 2012.  The United  States
signed the Protocol in 1998 but it failed to receive the two-thirds  vote of the
U.S. Senate required for  ratification.  However,  the Bush  administration  has
committed the United  States to a voluntary  climate  change  strategy to reduce
domestic  greenhouse gas intensity - the ratio of emissions to economic output -
by 18% through 2012.

          We cannot  currently  estimate the financial  impact of climate change
policies  although the potential  restrictions on carbon dioxide (CO2) emissions
could  require  significant  capital and other  expenditures.  However,  the CO2
emissions per  kilowatt-hour of electricity  generated by the Companies is lower
than many regional  competitors  due to the  Companies'  diversified  generation
sources which includes low or non-CO2 emitting gas-fired and nuclear generators.

       Regulation of Hazardous Waste

          As a result of the Resource  Conservation and Recovery Act of 1976, as
amended,  and the  Toxic  Substances  Control  Act of 1976,  federal  and  state
hazardous  waste   regulations  have  been  promulgated.   Certain   fossil-fuel
combustion waste products,  such as coal ash, were exempted from hazardous waste
disposal  requirements  pending  the  EPA's  evaluation  of the need for  future
regulation.  The EPA  subsequently  determined  that regulation of coal ash as a
hazardous  waste is  unnecessary.  In April 2000, the EPA announced that it will
develop national standards  regulating  disposal of coal ash under its authority
to regulate nonhazardous waste.

          The Companies  have been named as  "potentially  responsible  parties"
(PRPs) at waste disposal sites which may require cleanup under the Comprehensive
Environmental  Response,  Compensation and Liability Act of 1980. Allegations of
disposal of hazardous  substances at historical sites and the liability involved

                                       16

<PAGE>

are often unsubstantiated and subject to dispute;  however, federal law provides
that all PRPs for a particular site be held liable on a joint and several basis.
Therefore,  environmental  liabilities  that are  considered  probable have been
recognized on the  Consolidated  Balance Sheet as of December 31, 2003, based on
estimates  of  the  total  costs  of  cleanup,   the  Companies'   proportionate
responsibility  for such costs and the financial ability of other  nonaffiliated
entities to pay. In addition,  JCP&L has accrued  liabilities for  environmental
remediation  of former  manufactured  gas plants in New Jersey;  those costs are
being recovered by JCP&L through a non-bypassable  societal benefits charge. The
Companies have total accrued liabilities  aggregating  approximately $65 million
as of December 31, 2003.

       Clean Water Act

          Various  water  quality  regulations,  the  majority  of which are the
result  of the  federal  Clean  Water  Act  and  its  amendments,  apply  to the
Companies'  plants.  In addition,  Ohio, New Jersey and Pennsylvania  have water
quality standards  applicable to the Companies'  operations.  As provided in the
Clean  Water  Act,  authority  to grant  federal  National  Pollutant  Discharge
Elimination  System water discharge permits can be assumed by a state. Ohio, New
Jersey and Pennsylvania have assumed such authority.

       Summary

          Environmental  controls  are still  developing  and  require,  in many
instances,  balancing  the needs for  additional  quantities of energy in future
years and the need to protect the environment. As a result, the Companies cannot
now  estimate  the precise  effect of existing  and  potential  regulations  and
legislation upon any of their existing and proposed facilities and operations or
upon  their  ability  to issue  additional  first  mortgage  bonds  under  their
respective  mortgages.  These  mortgages  contain  covenants by the Companies to
observe  and  conform  to  all  valid  governmental  requirements  at  the  time
applicable unless in course of contest, and provisions which, in effect, prevent
the  issuance  of  additional  bonds if there is a completed  default  under the
mortgage.  The provisions of each of the mortgages,  in effect, also require, in
the opinion of counsel  for the  respective  Companies,  that  certification  of
property  additions as the basis for the issuance of bonds or other action under
the  mortgages  be  accompanied  by an  opinion  of  counsel  that  the  company
certifying such property additions has all governmental  permissions at the time
necessary  for its  then  current  ownership  and  operation  of  such  property
additions.   The  Companies  intend  to  contest  any  requirements   they  deem
unreasonable  or impossible for  compliance or otherwise  contrary to the public
interest.  Developments  in these and other areas of regulation  may require the
Companies to modify,  supplement or replace  equipment and  facilities,  and may
delay or impede the construction and operation of new facilities, at costs which
could be substantial.

Fuel Supply

          FirstEnergy   currently  has  long-term   coal  contracts  to  provide
approximately  17.4 million  tons for the year 2004.  The  contracts  are shared
among the Companies based on various economic considerations. This contract coal
is produced primarily from mines located in Pennsylvania,  Kentucky, Wyoming and
West Virginia. The contracts expire at various times through December 31, 2021.

          The   Companies   estimate   their  2004  coal   requirements   to  be
approximately 18.7 million tons (OE - 6.4 million, Penn - 7.4 million, CEI - 3.6
million,  and TE - 1.3 million) to be met from the long-term contracts discussed
above  and spot  market  purchases.  See  "Environmental  Matters"  for  factors
pertaining to meeting environmental  regulations affecting coal-fired generating
units.

          CEI,  TE,  OE  and  Penn  have  contracts  for  uranium  material  and
conversion  services  through  2007.  One supplier of natural  uranium  provided
notice  that it will not  deliver  under its  contract  for the year  2004.  The
Companies  will cover this quantity of natural  uranium from other  contracts or
other sources.  The enrichment services are contracted for all of the enrichment
requirements for nuclear fuel through 2006. A portion of enrichment requirements
is also contracted  through 2011.  Fabrication  services for fuel assemblies are
contracted  for the next three  reloads  for Beaver  Valley Unit 1, the next two
reloads  for  Beaver  Valley  Unit  2  (through  approximately  2007  and  2006,
respectively),  the next reload for Davis-Besse (through approximately 2006) and
through the operating  license  period for Perry (through  approximately  2026).
Davis-Besse  fabrication  contract also has an extension  provision for services
through  about 2008.  In addition to the  existing  commitments,  the  Companies
intend to make  additional  arrangements  for the supply of uranium  and for the
subsequent conversion, enrichment, fabrication, and waste disposal services.

          On-site spent fuel storage  facilities are expected to be adequate for
Perry through 2011; facilities at Beaver Valley Units 1 and 2 are expected to be
adequate  through  2015 and 2008,  respectively.  With the  plant  modifications
completed in 2002, Davis-Besse has adequate storage through the remainder of its
operating  license period.  After current on-site storage capacity is exhausted,
additional  storage  capacity  will have to be  obtained  either  through  plant
modifications,   interim   off-site   disposal,   or  permanent  waste  disposal
facilities.  The  Federal  Nuclear  Waste  Policy Act of 1982  provides  for the
construction  of  facilities  for the permanent  disposal of high-level  nuclear
wastes,  including  spent fuel from nuclear  power  plants  operated by electric
utilities.  CEI,  TE, OE and Penn have  contracts  with the U.S.  Department  of
Energy (DOE) for the disposal of spent fuel for Beaver Valley,  Davis-Besse  and
Perry. On February 15, 2002, President Bush approved the DOE's recommendation of
Yucca Mountain for underground disposal of spent nuclear fuel from nuclear power
plants  and high  level  waste  from U.S.  defense  programs.  The  approval  by

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<PAGE>

President Bush enables the process to proceed to the licensing  phase.  Based on
the  DOE  schedule  published  in  the  July  1999  Draft  Environmental  Impact
Statement,  the  Yucca  Mountain  Repository  is  currently  projected  to start
receiving  spent  fuel  in  2010.  The  Companies   intend  to  make  additional
arrangements  for storage  capacity as a contingency for further delays with the
DOE acceptance of spent fuel for disposal past 2010.

System Capacity and Reserves

          The 2003 net  maximum  hourly  demand for each of the  Companies  was:
OE-6,097 MW (including an additional 272 MW of firm power sales under a contract
which  extends  through  2005) on August 21,  2003;  Penn-952 MW  (including  an
additional  63 MW of firm power sales  under a contract  which  extends  through
2005) on August 14, 2003;  CEI-4,160 MW on June 26, 2003;  TE-2,037 MW on August
25, 2003;  JCP&L-5,645 MW on June 26, 2003;  Met-Ed-2,506 MW on August 21, 2003;
and Penelec-2,661 MW on January 23, 2003.  JCP&L's load was auctioned off in the
New Jersey BGS Auction,  transferring the full 5,100 MW load obligation to other
parties for the period  through July 31, 2004. FES  participated  in the auction
and won a segment of that load.

          Based  on  existing  capacity  plans,  ongoing  arrangements  for firm
purchase contracts, and anticipated term power sales and purchases,  FirstEnergy
has  sufficient  supply  resources  to  meet  load   obligations.   The  current
FirstEnergy  capacity  portfolio  contains  13,387  MW of owned  generation  and
approximately 1,600 MW of long-term purchases from non-utility generators.

          The Companies' sources of generation during 2003 were:

                                          Coal              Nuclear
                                           ----              -------

               OE....................      76.5%              23.5%
               Penn..................      42.0%              58.0%
               CEI...................      69.3%              30.7%
               TE....................      64.0%              36.0%
               Total FirstEnergy.....      68.4%              31.6%

          Any remaining load obligations will be met through a mix of multi-year
forward  purchases,  short-term  forward purchases (less than one year) and spot
market purchases.

Regional Reliability

          The Companies  participate with 24 other electric companies  operating
in nine states in ECAR,  which was organized  for the purpose of furthering  the
reliability  of bulk  power  supply  in the  area  through  coordination  of the
planning  and  operation  by  the  ECAR  members  of  their  bulk  power  supply
facilities.   The  ECAR  members  have  established  principles  and  procedures
regarding  matters affecting the reliability of the bulk power supply within the
ECAR region.  Procedures  have been adopted  regarding:  i) the  evaluation  and
simulated  testing of systems'  performance;  ii) the  establishment  of minimum
levels of daily operating reserves;  iii) the development of a program regarding
emergency  procedures during  conditions of declining system frequency;  and iv)
the basis for uniform rating of generating equipment.

          Following the FirstEnergy/GPU  merger, the transmission  facilities of
JCP&L,  Met-Ed  and  Penelec  continue  to  be  operated  by  PJM.  PJM  is  the
organization  responsible  for the  operation  and control of the bulk  electric
power  system  throughout  major  portions of five  Mid-Atlantic  states and the
District of Columbia.  PJM is dedicated to meeting the reliability  criteria and
standards  of  the  North  American   Electric   Reliability   Council  and  the
Mid-Atlantic Area Council.

Competition

          The  Companies   traditionally   competed  with  other  utilities  for
intersystem bulk power sales and for sales to  municipalities  and cooperatives.
The Companies compete with suppliers of natural gas and other forms of energy in
connection  with their  industrial and commercial  sales and in the home climate
control market, both with respect to new customers and conversions, and with all
other  suppliers  of  electricity.  To  date,  there  has  been  no  substantial
cogeneration by the Companies' customers.

                                       18

<PAGE>

          As a result of the actions taken by state legislative  bodies over the
last few years,  major changes in the electric utility business are occurring in
parts of the United States,  including Ohio, New Jersey and  Pennsylvania  where
FirstEnergy's  utility  subsidiaries  operate.  These  changes have  resulted in
fundamental  alterations in the way traditional integrated utilities and holding
company systems,  like FirstEnergy,  conduct their business.  In accordance with
the Ohio electric utility  restructuring law under which Ohio electric customers
could begin  choosing their electric  generation  suppliers  starting in January
2001,  FirstEnergy  has further  aligned its business units to  accommodate  its
retail strategy and participate in the  competitive  electricity  marketplace in
Ohio. The  organizational  changes deal with the unbundling of electric  utility
services and new ways of conducting business.

          Sales  of  electricity  in   deregulated   markets  are   diversifying
FirstEnergy's  revenue  sources  through our  competitive  subsidiaries in areas
outside  of  the  Companies'  franchise  areas.  This  strategy  has  positioned
FirstEnergy  to compete in the northeast and  mid-Atlantic  region of the United
States - the area targeted by FirstEnergy for growth.  FirstEnergy's competitive
segment  participates in deregulated energy markets in Ohio,  Pennsylvania,  New
Jersey and Michigan.  Currently, FES is providing electric generation service to
customers  within those states.  As  additional  states within the northeast and
mid-Atlantic region of the United States become deregulated, FES is preparing to
enter these markets.

          Competition in Ohio's  electric  generation  began on January 1, 2001.
FirstEnergy moved the operation of the generation portion of its business to its
competitive business unit as reflected in its approved Ohio transition plan. The
Companies  continue  to  provide  generation  services  to  regulated  franchise
customers who have not chosen an alternative,  competitive  generation supplier,
except in New Jersey where  JCP&L's  obligation  to provide BGS has been removed
through a transitional  mechanism of auctioning the obligation  (see "NJBPU Rate
Matters").   In  September   2002,   Met-Ed  and  Penelec   assigned  their  PLR
responsibility to FES through a wholesale power sale agreement.  Under the terms
of the wholesale  agreement,  FES assumed the supply  obligation  and the supply
profit  and  loss  risk,  for the  portion  of  power  supply  requirements  not
self-supplied  by  Met-Ed  and  Penelec.  The  agreement  will be  automatically
extended on an annual basis  unless any party elects to cancel the  agreement by
November  1  of  the  preceding  year  (see  "PPUC  Rate  Matters"  for  further
discussion).  The Ohio Companies and Penn obtain their generation  through power
supply  agreements  with FES. In addition  to electric  generation,  FES is also
competing  in  deregulated  natural  gas  markets  as  well  as  offering  other
energy-related products and services.

Research and Development

          The  Companies  participate  in funding the  Electric  Power  Research
Institute  (EPRI),  which was  formed  for the  purpose  of  expanding  electric
research  and  development  under  the  voluntary  sponsorship  of the  nation's
electric  utility  industry - public,  private and  cooperative.  Its goal is to
mutually  benefit  utilities and their customers by promoting the development of
new and  improved  technologies  to help the utility  industry  meet present and
future  electric energy needs in  environmentally  and  economically  acceptable
ways.  EPRI conducts  research on all aspects of electric  power  production and
use, including fuels, generation,  delivery, energy management and conservation,
environmental  effects and energy  analysis.  The major portion of EPRI research
and  development  projects  is directed  toward  practical  solutions  and their
applications to problems  currently  facing the electric  utility  industry.  In
2003,  approximately 45% of the Companies' research and development expenditures
were related to EPRI.

                                       19

<PAGE>


Executive Officers

          The executive officers are elected at the annual organization  meeting
of the  Board of  Directors,  held  immediately  after  the  annual  meeting  of
stockholders,  and hold office until the next such organization meeting,  unless
the Board of Directors  shall  otherwise  determine,  or unless a resignation is
submitted.
<TABLE>
<CAPTION>
                                               Position Held During
      Name            Age                         Past Five Years                                      Dates
------------------    ---     -------------------------------------------------------------        -------------

<S>                   <C>     <C>                                                                  <C>
A. J. Alexander**     52      President and Chief Executive Officer                                2004-present
                              President and Chief Operating Officer                                2001-2004
                              President                                                            2000-2001
                              Executive Vice President and General Counsel                         *-2000

L. M. Cavalier        52      Vice President - Human Resources                                     2001-present
                              President - Eastern Region                                           *-2001

M. T. Clark           53      Senior Vice President - Strategic Planning and Operations            2004-present
                              Vice President - Business Development                                2000-2004
                              Managing Director - Business Development                             *-2000

D. S. Elliott         49      Senior Vice President - FirstEnergy Solutions                        2001-present
                              Vice President                                                       *-2001

C. E. Jones           48      Senior Vice President                                                2003-present
                              Vice President - Regional Operations                                 2001-2003
                              President - Northern Region                                          *-2001

K. J. Keough          44      Senior Vice President                                                2001-present
                              Vice President - Business Planning & Ventures                        1999-2001
                              Partner - McKinsey & Company                                         *-1999

G. R. Leidich         53      President and Chief Nuclear Officer - FENOC                          2003-present
                              Executive Vice President - FENOC                                     2002-2003
                              Executive Vice President - Institute of Nuclear Power Operations     *-2002

R. H. Marsh           53      Senior Vice President and Chief Financial Officer                    2001-present
                              Vice President and Chief Financial Officer                           *-2001

S. E. Morgan          53      President - JCP&L                                                    2003-present
                              Vice President - Energy Delivery                                     2002-2003
                              President - Central Region                                           *-2002

G. L. Pipitone        53      Senior Vice President - Commodity Operations                         2001-present
                              Vice President                                                       *-2001

D. R. Schneider       42      Vice President - Fossil Operations                                   2001-present
                              Plant Manager                                                        *-2001

C. B. Snyder          58      Senior Vice President                                                2001-present
                              Executive Vice President - Corporate Affairs - GPU                   *-2001

L. L. Vespoli         44      Senior Vice President and General Counsel                            2001-present
                              Vice President and General Counsel                                   2000-2001
                              Associate General Counsel                                            *-2000

H. L. Wagner          51      Vice President, Controller and Chief Accounting Officer              2001-present
                              Controller and Chief Accounting Officer                              *-2001

T. M. Welsh           54      Senior Vice President                                                2004-present
                              Vice President - Communications                                      2001-2004
                              Manager - Communications Services                                    *-2001

</TABLE>

Mrs. Vespoli and Messrs. Alexander, Marsh and Wagner are the executive officers,
as noted above,  of OE,  Penn,  CEI, TE,  Met-Ed and Penelec.  Mrs.  Vespoli and
Messrs. Marsh, Morgan and Wagner are the executive officers of JCP&L.

*  Indicates position held at least since January 1, 1999.
** Mr. Alexander was elected "Acting Chief Executive Officer" on December 22,
   2003 when H. Peter Burg, the Chairman and Chief Executive Officer, began a
   medical leave of absence. Mr. Alexander was elected Chief Executive Officer
   effective January 20, 2004, succeeding Mr. Burg, who passed away on January
   13, 2004.


           As of January 1, 2004, FirstEnergy's nonutility subsidiaries and the
Companies had a total of 15,905 employees located in the United States as
follows: FirstEnergy-2,677, OE-1,320, CEI-949, TE-446, Penn-201, JCP&L-1,557,
Met-Ed-659, Penelec-887, ATSI-31, FES-2,078, FENOC-2,954, FSG-2,042, and First
Communications - 104.

                                       20

<PAGE>


FirstEnergy Website

          Each of the registrant's annual report on Form 10-K, quarterly reports
on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed
with or  furnished  to the  SEC  pursuant  to  Section  13(a)  or  15(d)  of the
Securities  Exchange  Act of 1934 are also made  available  free of charge on or
through FirstEnergy's internet website at www.firstenergycorp.com. These reports
are  posted on the  website  as soon as  reasonably  practicable  after they are
electronically filed with the SEC.

ITEM 2.   PROPERTIES

          The Companies' respective first mortgage indentures constitute, in the
opinion of the Companies'  counsel,  direct first liens on substantially  all of
the  respective   Companies'   physical  property,   subject  only  to  excepted
encumbrances,  as defined in the indentures.  See "Leases" and  "Capitalization"
notes to the respective financial  statements for information  concerning leases
and financing encumbrances affecting certain of the Companies' properties.

          The Companies own, individually or together as tenants in common,
and/or lease, the generating units in service as of March 1, 2004, shown on the
table below.

<TABLE>
<CAPTION>
                            Net
                         Demonstrated
                         Capacity (MW)
                       ---------------      OE          Penn         CEI             TE          JCP&L        Met-Ed        FES
                                        -----------   ---------   ----------     -----------   ----------     -------    ---------
                        Unit    Total   %        MW   %      MW   %       MW     %        MW    %     MW      %    MW     %     MW
                        ----    -----   -        --   -      --   -       --     -        --    -     --      -    --     -     --
Plant - Location
----------------

Coal-Fired Units
----------------
<S>                      <C>  <C>     <C>      <C>   <C>   <C>  <C>      <C>   <C>      <C>     <C> <C>      <C> <C>  <C>     <C>
Ashtabula-........        5      244      --      --    --   -- 100.00%    244     --      --   --    --     --    --     --     --
   Ashtabula, OH
Bay Shore-........       1-4     631      --      --    --   --     --      -- 100.00%    631   --    --     --    --     --     --
   Toledo, OH
R. E. Burger-.....       3-5     406  100.00%    406    --   --     --      --     --      --   --    --     --    --     --     --
   Shadyside, OH
Eastlake-Eastlake, OH    1-5   1,233      --      --    --   -- 100.00%  1,233     --      --   --    --     --    --     --     --
Lakeshore-........       18      245      --      --    --   -- 100.00%    245     --      --   --    --     --    --     --     --
   Cleveland, OH
Bruce Mansfield-..        1      780   60.00%    468 33.50% 261   6.50%     51     --      --   --    --     --    --     --     --
   Shippingport, PA       2      780   43.06%    336  9.36%  73  30.28%(a) 236  17.30%(a) 135   --    --     --    --     --     --
                          3      800   49.34%    395  6.28%  50  24.47%    196  19.91%    159   --    --     --    --     --     --
W. H. Sammis-.....       1-6   1,620  100.00%  1,620    --   --     --      --     --      --   --    --     --    --     --     --
   Stratton, OH...        7      600   48.00%    288 20.80% 125  31.20%    187     --      --   --    --     --    --     --     --
                              ------           -----       ----          -----          -----        ---        -----         -----
     Total........             7,339           3,513        509          2,392            925         --           --            --
                              ------           -----       ----          ------         -----        ---        -----         -----

Nuclear Units
-------------
Beaver Valley-....        1      821   35.00%    287 65.00% 534     --      --     --      --   --    --     --    --     --     --
   Shippingport, PA       2      831   41.88%(b) 348 13.74% 114  24.47%    203  19.91%(c) 166   --    --     --    --     --     --
Davis-Besse-......        1      883      --       --   --   --  51.38%    454  48.62%    429   --    --     --    --     --     --
   Oak Harbor, OH
Perry-............        1    1,260   30.00%(b) 378  5.24%  66  44.85%    565  19.91%    251   --    --     --    --     --     --
   N. Perry Village, OH
                              ------           -----      -----          -----          -----       ----         ----         -----
     Total........             3,795           1,013        714          1,222            846         --           --            --
                              ------           -----      -----          -----          -----       ----         ----         -----

Oil/Gas-Fired/
Pumped Storage Units
--------------------
Richland-Defiance, OH    1-3      42      --      --    --   --     --      -- 100.00%     42   --    --     --    --     --     --
                         4-6     390      --      --    --   --     --      --     --      --   --    --     --    -- 100.00%   390
Seneca-Warren, PA.       1-3     435      --      --    --   -- 100.00%    435     --      --   --    --     --    --     --     --
Sumpter-Sumpter Twp., MI 1-4     340      --      --    --   --     --      --     --      --   --    --     --    -- 100.00%   340
West Lorain.......       1-1     120  100.00%    120    --   --     --      --     --      --   --    --     --    --     --     --
   Lorain, OH.....       2-6     425      --      --    --   --     --      --     --      --   --    --     --    -- 100.00%   425
Yard's Creek-Blairstown
   Twp., NJ.......       1-3     200      --      --    --   --     --      --     --      --   50%  200     --    --     --     --
Other.............               301             109         19             33             35         86           19
                              ------           -----      -----          -----           ----       ----         ----         -----
     Total........             2,253             229         19            468             77        286           19         1,155
                              -------          -----      -----          -----          -----       ----         ----         -----
                              13,387           4,755      1,242          4,082          1,848        286           19         1,155
     Total........            ======           =====      =====          =====          =====       -===         ====         =====


Notes:   (a) CEI's interests consist of 1.68% owned and 28.60% leased and TE's interests are leased.
         (b) OE's interests consist of 20.22% owned and 21.66% leased for Beaver Valley Unit 2; and 17.42% owned (representing
             portion leased from a wholly owned subsidiary of OE) and 12.58% leased for Perry.
         (c) TE's interests consist of 1.65% owned and 18.26% leased.

</TABLE>

          Prolonged outages of existing generating units might make it necessary
for the  Companies,  depending  upon the demand for electric  service upon their
system,  to use to a greater  extent than  otherwise,  less  efficient  and less
economic generating units, or purchased power, and in some cases may require the
reduction  of load  during  peak  periods  under  the  Companies'  interruptible
programs, all to an extent not presently determinable.

          The Companies'  generating  plants and load centers are connected by a
transmission  system  consisting  of elements  having  various  voltage  ratings
ranging  from  23  kV  to  345  kV.  The  Companies'  overhead  and  underground
transmission lines aggregate 14,944 pole miles.

                                       21

<PAGE>

          The Companies' electric  distribution systems include 112,709 miles of
overhead  pole line and  underground  conduit  carrying  primary,  secondary and
street  lighting   circuits.   They  own  substations  with  a  total  installed
transformer capacity of 91,822,000 kilovolt-amperes.

          The  transmission  facilities that are owned and operated by ATSI also
interconnect with those of AEP, DPL, Duquesne,  Allegheny,  MEC and Penelec. The
transmission   facilities   of  JCP&L,   Met-Ed  and  Penelec   are   physically
interconnected and are operated on an integrated basis as part of the PJM RTO.

           FirstEnergy's distribution and transmission systems as of December
31, 2003, consist of the following:

                                                                     Substation
                                    Distribution   Transmission      Transformer
                                        Lines         Lines           Capacity
                                    ------------   ------------     ------------
                                               (Miles)              (kV-amperes)

          OE....................       29,064           550          9,679,000
          Penn..................        5,548            44          1,777,000
          CEI...................       24,729         2,144          9,937,000
          TE....................        1,445           223          3,586,000
          JCP&L.................       18,219         2,106         21,154,000
          Met-Ed................       14,235         1,407          9,985,000
          Penelec...............       19,469         2,690         13,182,000
          ATSI..................           --         5,780         22,522,000
                                      -------        ------         ----------

          Total.................      112,709        14,944         91,822,000

          FirstEnergy's  subsidiary,   MARBEL  Energy,  holds  a  50%  ownership
interest in Great Lakes Energy Partners, LLC, an oil and natural gas exploration
and production  venture.  The joint venture in Great Lakes includes interests in
more than 7,700 oil and natural gas wells, drilling rights to nearly one million
acres,  proved  reserves of 450 billion cubic feet equivalent of natural gas and
oil and 5,000 miles of pipelines in the Appalachian Basin.

ITEM 3.   LEGAL PROCEEDINGS

          Reference   is   made  to  Note   7,   Commitments,   Guarantees   and
Contingencies,  of the Notes to Consolidated  Financial  Statements contained in
Item 8 for a description of certain legal proceedings involving FirstEnergy, OE,
CEI, TE, Penn, JCP&L, Met-Ed and Penelec.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          None.
                                     PART II

ITEM 5    MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

          The  information  required by this item for FirstEnergy is included on
page 5 of  FirstEnergy's  2003 Annual Report to  Stockholders  (Exhibit 13). The
information  required for OE, CEI, TE,  Penn,  JCP&L,  Met-Ed and Penelec is not
applicable because they are wholly owned subsidiaries.

ITEM 6.   SELECTED FINANCIAL DATA

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

ITEM 7A   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

          The information  required for items 6 through 8 is incorporated herein
by reference to Selected Financial Data, Management's Discussion and Analysis of
Results of Operations and Financial Condition, and Financial Statements included
on the pages  shown in the  following  table in the  respective  company's  2003
Annual Report to Stockholders  (Exhibit 13).

                                        Item 6   Item 7   Item 7A   Item 8
                                        ------   ------   -------   ------

          FirstEnergy..............       5       6-38     26-29     39-85
          OE.......................       1       2-13       7       14-39
          Penn.....................       1       2-10       6       11-30
          CEI......................       1       2-13       7       14-39
          TE.......................       1       2-12      6-7      13-37
          JCP&L....................       1       2-12      6-7      13-33
          Met-Ed...................       1       2-12      6-7      13-34
          Penelec..................       1       2-12      5-7      13-34

                                       22

<PAGE>

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
          AND FINANCIAL DISCLOSURE

          None.

ITEM 9A.  CONTROLS AND PROCEDURES

(a)  Evaluation of Disclosure Controls and Procedures

          Each registrant's  Chief Executive Officer and Chief Financial Officer
have  reviewed  and  evaluated  such   registrant's   disclosure   controls  and
procedures,  as defined in the Securities  Exchange Act of 1934 Rules  13a-15(e)
and  15d-15(e),  as of the end date  covered  by this  report.  Based  upon this
evaluation,  the respective Chief Executive  Officer and Chief Financial Officer
concluded that, except as described below, such registrant's disclosure controls
and procedures are effective.

          During the  fourth  quarter of 2003,  management  identified  expenses
recognized  during the first three  quarters of 2003 related to activities  that
should have been recorded as capital  expenditures as a result of untimely table
updates in the  registrants'  automated work management  system and inconsistent
application of the allocation of costs to capital  projects in the  registrants'
work management system.

          Management  believes that this condition,  which has been defined as a
material  weakness,  was  attributable to employee  training and process changes
that were not  uniformly  applied in  connection  with the  registrants'  recent
implementation of a new Enterprise  Resource  Planning system. As a result,  the
quarterly financial results for JCP&L, Penelec and TE have been restated in each
registrant's respective annual reports.

          As  discussed  below,  management  has  corrected  this  condition  by
strengthening the registrants' internal control procedures.

(b)  Changes in Internal Controls

          During the quarter ended December 31, 2003, management implemented the
following measures to correct the condition discussed above:

          1.   Increased  training  of  field  employees  regarding  the  proper
               accounting for capital and expense projects;
          2.   Established   procedures   to  ensure  that  tables   within  the
               registrants'  automated work  management  system are updated on a
               timely basis; and
          3.   Reconfigured the registrants' automated work management system to
               identify the proper allocation of capital and expense projects.

          Except for the changes noted above, there were no other changes in the
registrants' internal controls over the financial reporting that have materially
affected,  or are  reasonably  likely to  materially  affect,  the  registrants'
internal control over financial reporting.

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

          FirstEnergy

          The information required by Item 10, with respect to Identification of
FirstEnergy's  Directors and with respect to reports  required to be filed under
Section 16 of the  Securities  Exchange Act of 1934, is  incorporated  herein by
reference to  FirstEnergy's  2004 Proxy Statement filed with the SEC pursuant to
Regulation 14A and, with respect to  Identification  of Executive  Officers,  to
"Part I, Item 1. Business - Executive Officers" herein.

          The Board of  Directors  has  determined  that  Robert  Loughhead,  an
independent director, is the audit committee financial expert.

          FirstEnergy      makes     available     on     its     website     at
http://www.firstenergycorp.com/ir  its  Corporate  Governance  Policies  and the
charters for each of the following committees of the Board of Directors:  Audit;
Corporate  Governance;   Compensation;   Finance;  and  Nuclear.  The  Corporate
Governance  Policies and Board  committee  charters are also  available in print
upon written request to David Whitehead, Corporate Secretary, FirstEnergy Corp.,
76 South Main Street, Akron, OH 44308-1890.

          FirstEnergy has adopted a Code of Business  Conduct,  which applies to
all  employees,  including  the Chief  Executive  Officer,  the Chief  Financial
Officer and the Chief Accounting  Officer.  In addition,  the Board of Directors

                                       23

<PAGE>

has its own Code of  Business  Conduct.  These Codes can be found on our website
provided in the  previous  paragraph or upon  written  request to the  Corporate
Secretary.

          OE, Penn, CEI, TE, JCP&L, Met-Ed and Penelec
          --------------------------------------------

          A. J.  Alexander,  R. H. Marsh and L. L. Vespoli are the  Directors of
OE, Penn, CEI, TE, Met-Ed and Penelec.  Information concerning these individuals
is shown in the  "Executive  Officers"  section of Item 1. S. E.  Morgan,  C. E.
Jones,  L. L. Vespoli,  B. S. Ewing,  M. A. Julian,  G. E. Persson and S. C. Van
Ness are the Directors of JCP&L.

          Mr. Ewing has served as FirstEnergy Service Company's Vice President -
Energy  Delivery since 2003.  From 1999 to 2003, Mr. Ewing served as Director of
Operations Services - Northern Region.

          Mr. Julian has served as FirstEnergy  Service Company's Vice President
- Energy  Delivery since 2003.  From 2001 to 2003, Mr. Julian served as Director
of Energy Delivery Technical Services.  He was Director of Operations Services -
Northern Region from 2000 to 2001 and Director of Operations  Support Services -
Central Region from 1999-2000.

          Mrs. Persson has served in the New Jersey Division of Consumer Affairs
Elder Fraud  Investigation  Unit since 1999.  She  previously  served as liaison
(Special Assistant Director) between the New Jersey Division of Consumer Affairs
and various state boards. Prior to 1995, she was owner and President of Business
Dynamics  Associates  of Red Bank,  NJ.  Mrs.  Persson is a member of the United
States Small Business  Administration  National  Advisory Board,  the New Jersey
Small Business  Advisory Council,  the Board of Advisors of Brookdale  Community
College and the Board of Advisors of Georgian Court College.

          Mr.  Van Ness has been Of  Counsel  in the firm of  Hubert,  Van Ness,
Cayci  and  Goodell,  LP of  Princeton,  NJ  since  1998.  Prior  to that he was
affiliated with the law firm of Pico, Mack, Kennedy,  Jaffe, Perrella and Yoskin
of Trenton,  NJ since 1990.  He is also a director of The  Prudential  Insurance
Company of America.

          Information  concerning  the other  Directors of JCP&L is shown in the
"Executive Officers" section of Item 1.

ITEM 11.  EXECUTIVE COMPENSATION

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

          FirstEnergy, OE, CEI, TE, Penn, JCP&L, Met-Ed and Penelec -
          -----------------------------------------------------------

          The information required by Items 11, 12 and 13 is incorporated herein
by reference to  FirstEnergy's  2004 Proxy Statement filed with the SEC pursuant
to Regulation 14A.

ITEM 14.   PRINCIPAL ACCOUNTING FEES AND SERVICES

          A  summary  of  the  audit  and   audit-related   fees   rendered   by
PricewaterhouseCoopers LLP for the years ended December 31, 2003 and 2002 are as
follows:

                                  Audit Fees (1)      Audit Related Fees (2)
                             --------------------    -----------------------
     Company                   2003        2002        2003           2002
     ----------------------  -------     --------    --------      ---------
                                             (In thousands)
     OE....................  $   676     $    427    $     58      $      --
     CEI...................      806          332          54             --
     TE....................      684          258          48             --
     Penn..................      230          168          18             --
     JCP&L.................      402          310          28             --
     Met-Ed................      377          241          22             --
     Penelec...............      275          241          22             --
     Other subsidiaries....      983          948         182             89
                             -------      -------    --------      ---------

        Total FirstEnergy    $ 4,433      $ 2,925    $    432      $      89
                             =======      =======    ========      =========

(1)  Professional  services  rendered  for the  audits of  FirstEnergy's  annual
     financial  statements  and  reviews of  financial  statements  included  in
     FirstEnergy's Quarterly Reports on Form 10-Q and for services in connection
     with statutory and regulatory  filings or  engagements,  including  comfort
     letters and consents for financings and filings made with the SEC.

                                       24

<PAGE>

(2)  Assurance  and  related  services  principally  related  to:  (i) audits of
     employee benefit plans; (ii) consultation to ensure appropriate  accounting
     and reporting in connection with FIN 46 and the Ohio Rate Plan (OE, CEI and
     TE); and (iii) assistance with Sarbanes-Oxley.


Tax Fees

          The aggregate  fees billed to  FirstEnergy  for the fiscal years ended
December 31, 2003 and December 31, 2002 for  professional  services  rendered by
PricewaterhouseCoopers  LLP  for  tax-related  services  were  $0 and  $263,673,
respectively.

All Other Fees

          There were no additional fees billed by PricewaterhouseCoopers LLP for
the  fiscal  year  ended  December  31,  2003.  The  aggregate  fees  billed  by
PricewaterhouseCoopers  LLP for the fiscal  year  ended  December  31,  2002 for
services rendered to FirstEnergy other than the Audit Fees,  Audit-Related  Fees
and Tax Fees included above were  $661,167.  These fees  principally  related to
services  provided  prior  to   PricewaterhouseCoopers   LLP  being  engaged  as
FirstEnergy's independent auditor. PricewaterhouseCoopers LLP no longer provides
this type of service for FirstEnergy or any of its affiliates.


                                     PART IV

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) 1.    Financial Statements

          Included  in  Part  II of  this  report  and  incorporated  herein  by
reference  to the  respective  company's  2003  Annual  Report  to  Stockholders
(Exhibit 13 below) at the pages indicated.

<TABLE>
<CAPTION>
                                                                  First-
                                                                  Energy   OE    Penn    CEI    TE     JCP&L  Met-Ed  Penelec
                                                                  ------   --    ----    ---    --     -----  ------  -------

<S>                                                                <C>     <C>    <C>    <C>    <C>     <C>    <C>     <C>
Report of Independent Auditors....................................   3-4   40-41  31-32   40     38    34-35  35-36   35-36
Statements of Income-Three Years Ended December 31, 2003..........    39    14     11     14     13      13     13      13
Balance Sheets-December 31, 2003 and 2002.........................    40    15     12     15     14      14     14      14
Statements of Capitalization-December 31, 2003 and 2002...........  41-44  16-17   13   16-17  15-16     15     15      15
Statements of Common Stockholders' Equity-Three Years
   Ended December 31, 2003........................................    45    18     14     18     17      16     16      16
Statements of Preferred Stock-Three Years Ended December 31, 2003.    46    18     14     18     17      16     16      16
Statements of Cash Flows-Three Years Ended December 31, 2003......    47    19     15     19     18      17     17      17
Statements of Taxes-Three Years Ended December 31, 2003...........    48    20     16     20     19      18     18      18
Notes to Financial Statements.....................................  49-85  21-39  17-30  21-39  20-37   19-33  19-34   19-34

</TABLE>

                                       25

<PAGE>


    2.    Financial Statement Schedules

              Included in Part IV of this report:
<TABLE>
<CAPTION>
                                                           First-
                                                          Energy    OE    Penn    CEI    TE    JCP&L   Met-Ed   Penelec
                                                          ------    --    ----    ---    --    -----   ------   -------

<S>                                                        <C>     <C>    <C>    <C>    <C>    <C>     <C>       <C>
Report of Independent Auditors..........................   59-60   61-62  65-66    63    64    67-68   69-70     71-72

Schedule - Three Years Ended December 31, 2003:
II - Consolidated Valuation and Qualifying Accounts.....     73      74     77     75    76     78      79        80

</TABLE>

          Schedules  other than the  schedule  listed  above are omitted for the
reason  that  they  are not  required  or are not  applicable,  or the  required
information is shown in the financial statements or notes thereto.

     3.   Exhibits - FirstEnergy

Exhibit
Number
-------

      3-1     -- Articles of Incorporation constituting FirstEnergy Corp.'s
                 Articles of Incorporation, dated September 17, 1996.
                 (September 17, 1996 Form 8-K, Exhibit C)

      3-1(a)  -- Amended Articles of Incorporation of FirstEnergy Corp.
                 (Registration No. 333-21011, Exhibit (3)-1)

      3-2     -- Regulations of FirstEnergy Corp. (September 17, 1996 Form 8-K,
                 Exhibit D)

      3-2(a)  -- FirstEnergy Corp. Amended Code of Regulations. (Registration
                 No. 333-21011, Exhibit (3)-2)

      4-1     -- Rights Agreement (December 1, 1997 Form 8-K, Exhibit 4.1)

      4-2     -- FirstEnergy Corp. to The Bank of New York, Supplemental
                 Indenture, dated November 7, 2001. (2001 Form 10-K,
                 Exhibit 4-2)

      10-1    -- FirstEnergy Corp. Executive and Director Incentive Compensation
                 Plan, revised November 15, 1999. (1999 Form 10-K, Exhibit 10-1)

      10-2    -- Amended FirstEnergy Corp. Deferred Compensation Plan for
                 Directors, revised November 15, 1999. (1999 Form 10-K,
                 Exhibit 10-2)

      10-3    -- Employment, severance and change of control agreement between
                 FirstEnergy Corp. and executive officers. (1999 Form 10-K,
                 Exhibit 10-3)

      10-4    -- FirstEnergy Corp. Supplemental Executive Retirement Plan,
                 amended January 1, 1999. (1999 Form 10-K, Exhibit 10-4)

      10-5    -- FirstEnergy Corp. Executive Incentive Compensation Plan. (1999
                 Form 10-K, Exhibit 10-5)

      10-6    -- Restricted stock agreement between FirstEnergy Corp. and
                 A. J. Alexander. (1999 Form 10-K, Exhibit 10-6)

      10-7    -- FirstEnergy Corp. Executive and Director Incentive Compensation
                 Plan. (1998 Form 10-K, Exhibit 10-1)

      10-8    -- Amended FirstEnergy Corp. Deferred Compensation Plan for
                 Directors, amended February 15, 1999. (1998 Form 10-K,
                 Exhibit 10-2)

      10-9    -- Restricted stock agreement between FirstEnergy Corp. and .
                 A. J. Alexander. (2000 Form 10-K, Exhibit 10-9)

      10-10   -- Restricted stock agreement between FirstEnergy Corp. and H. P.
                 Burg. (2000 Form 10-K, Exhibit 10-10)

      10-11   -- Stock option agreement between FirstEnergy Corp. and officers
                 dated November 22, 2000. (2000 Form 10-K, Exhibit 10-11)

      10-12   -- Stock option agreement between FirstEnergy Corp. and officers
                 dated March 1, 2000. (2000 Form 10-K, Exhibit 10-12)

                                       26

<PAGE>

Exhibit
Number
------

      10-13   -- Stock option agreement between FirstEnergy Corp. and director
                 dated January 1, 2000. (2000 Form 10-K, Exhibit 10-13)

      10-14   -- Stock option agreement between FirstEnergy Corp. and two
                 directors dated January 1, 2001. (2000 Form 10-K,
                 Exhibit 10-14)

      10-15   -- Executive and Director Incentive Compensation Plan dated
                 May 15, 2001. (2001 Form 10-K, Exhibit 10-15)

      10-16   -- Amended FirstEnergy Corp. Deferred Compensation Plan for
                 Directors, revised September 18, 2000. (2001 Form 10-K,
                 Exhibit 10-16)

      10-17   -- Stock Option Agreements between FirstEnergy Corp. and Officers
                 dated May 16, 2001. (2001 Form 10-K, Exhibit 10-17)

      10-18   -- Restricted Stock Agreements between FirstEnergy Corp. and
                 Officers dated February 20, 2002. (2001 Form 10-K,
                 Exhibit 10-18)

      10-19   -- Stock Option Agreements between FirstEnergy Corp. and One
                 Director dated January 1, 2002. (2001 Form 10-K, Exhibit 10-19)

      10-20   -- FirstEnergy Corp. Executive Deferred Compensation Plan. (2001
                 Form 10-K, Exhibit 10-20)

      10-21   -- Executive Incentive Compensation Plan-Tier 2. (2001 Form 10-K,
                 Exhibit 20-21)

      10-22   -- Executive Incentive Compensation Plan-Tier 3. (2001 Form 10-K,
                 Exhibit 20-22)

      10-23   -- Executive Incentive Compensation Plan-Tier 4. (2001 Form 10-K,
                 Exhibit 10-23)

      10-24   -- Executive Incentive Compensation Plan-Tier 5. (2001 Form 10-K,
                 Exhibit 10-24)

      10-25   -- Amendment to GPU, Inc. 1990 Stock Plan for Employees of
                 GPU, Inc. and Subsidiaries, effective April 5, 2001. (2001
                 Form 10-K, Exhibit 10-25)

      10-26   -- Form of Amendment, effective November 7, 2001, to GPU, Inc.
                 1990 Stock Plan for Employees of GPU, Inc. and Subsidiaries,
                 Deferred Remuneration Plan for Outside Directors of GPU, Inc.,
                 and Retirement Plan for Outside Directors of GPU, Inc. (2001
                 Form 10-K, Exhibit 10-26)

      10-27   -- GPU, Inc. Stock Option and Restricted Stock Plan for MYR Group,
                 Inc. Employees. (2001 Form 10-K, Exhibit 10-27)

      10-28   -- Executive and Director Stock Option Agreement dated June 11,
                 2002. (2002 Form 10-K, Exhibit 10-28).

      10-29   -- Director Stock Option Agreement. (2002 Form 10-K,
                 Exhibit 10-29).

      10-30   -- Executive and Director Executive Incentive Compensation Plan,
                 Amendment dated May 21, 2002. (2002 Form 10-K, Exhibit 10-30).

      10-31   -- Directors Deferred Compensation Plan, Revised Nov. 19, 2002.
                 (2002 Form 10-K, Exhibit 10-31).

      10-32   -- Executive Incentive Compensation Plan 2002. (2002 Form 10-K,
                 Exhibit 10-32).

      10-33   -- GPU, Inc. 1990 Stock Plan for Employees of GPU, Inc. and
                 Subsidiaries as amended and restated to reflect amendments
                 through June 3, 1999. (1999 Form 10-K, Exhibit 10-V, File No.
                 1-6047, GPU, Inc.)

      10-34   -- Form of 1998 Stock Option Agreement under the GPU, Inc. 1990
                 Stock Plan for Employees of GPU, Inc. and Subsidiaries. (1997
                 Form 10-K, Exhibit 10-Q, File No. 1-6047, GPU, Inc.)

      10-35   -- Form of 1999 Stock Option Agreement under the GPU, Inc. 1990
                 Stock Plan for Employees of GPU, Inc. and Subsidiaries. (1999
                 Form 10-K, Exhibit 10-W, File No. 1-6047, GPU, Inc.)

      10-36   -- Form of 2000 Stock Option Agreement under the GPU, Inc. 1990
                 Stock Plan for Employees of GPU, Inc. and Subsidiaries. (2000
                 Form 10-K, Exhibit 10-W, File No. 1-6047, GPU, Inc.)

                                       27

<PAGE>

Exhibit
Number
------

      10-37   -- Deferred Remuneration Plan for Outside Directors of GPU, Inc.
                 as amended and restated effective August 8, 2000. (2000
                 Form 10-K, Exhibit 10-O, File No. 1-6047, GPU, Inc.)

      10-38   -- Retirement Plan for Outside Directors of GPU, Inc. as amended
                 and restated as of August 8, 2000. (2000 Form 10-K, Exhibit
                 10-N, File No. 1-6047, GPU, Inc.)

      10-39   -- Forms of Estate Enhancement Program Agreements entered into by
                 certain former GPU directors. (1999 Form 10-K, Exhibit 10-JJ,
                 File No. 1-6047, GPU, Inc.)

     (A) 12.1 -- Consolidated fixed charge ratios.

     (A) 13   -- FirstEnergy 2003 Annual Report to Stockholders. (Only those
                 portions expressly incorporated by reference in this Form 10-K
                 are to be deemed "filed" with the SEC.)

     (A) 21   -- List of Subsidiaries of the Registrant at December 31, 2003.

     (A) 23   -- Consent of Independent Accountants.

     (A) 31.1 -- Certification of chief executive officer, as adopted
                 pursuant to Rule 13a-15(e)/15d-15(e) (FirstEnergy, OE, CEI, TE,
                 Penn, Met-Ed and Penelec).

     (A) 31.2 -- Certification of chief financial officer, as adopted
                 pursuant to Rule 13a-15(e)/15d-15(e) (FirstEnergy, OE, CEI, TE,
                 Penn, Met-Ed and Penelec).

     (A) 32.1 -- Certification of chief executive officer and chief
                 financial officer, pursuant to 18 U.S.C.ss.1350 (FirstEnergy,
                 OE, CEI, TE, Penn, Met-Ed and Penelec).

     (A) Provided herein in electronic format as an exhibit.


(B)      3.Exhibits - Ohio Edison

         2-1  -- Agreement and Plan of Merger, dated as of September 13, 1996,
                 between Ohio Edison Company (OE) and Centerior Energy
                 Corporation. (September 17, 1996 Form 8-K, Exhibit 2-1)

         3-1  -- Amended Articles of Incorporation, Effective June 21, 1994,
                 constituting OE's Articles of Incorporation. (1994 Form 10-K,
                 Exhibit 3-1)

         3-2  -- Amended and Restated Code of Regulations, amended March 15,
                 2002. (2001 Form 10-K, Exhibit 3-2)

     (B) 4-1  -- Indenture dated as of August 1, 1930 between OE and Bankers
                 Trust Company, (now the Bank of New York), as Trustee, as
                 amended and supplemented by Supplemental Indentures:

    Dated as of                 File Reference                Exhibit No.
    -----------                 --------------                -----------
    March 3, 1931               2-1725                        B1, B-1(a),B-1(b)
    November 1, 1935            2-2721                        B-4
    January 1, 1937             2-3402                        B-5
    September 1, 1937           Form 8-A                      B-6
    June 13, 1939               2-5462                        7(a)-7
    August 1, 1974              Form 8-A, August 28, 1974     2(b)
    July 1, 1976                Form 8-A, July 28, 1976       2(b)
    December 1, 1976            Form 8-A, December 15, 1976   2(b)
    June 15, 1977               Form 8-A, June 27, 1977       2(b)
    Supplemental Indentures:
    September 1, 1944           2-61146                       2(b)(2)
    April 1, 1945               2-61146                       2(b)(2)
    September 1, 1948           2-61146                       2(b)(2)
    May 1, 1950                 2-61146                       2(b)(2)
    January 1, 1954             2-61146                       2(b)(2)
    May 1, 1955                 2-61146                       2(b)(2)
    August 1, 1956              2-61146                       2(b)(2)
    March 1, 1958               2-61146                       2(b)(2)
    April 1, 1959               2-61146                       2(b)(2)
    June 1, 1961                2-61146                       2(b)(2)

                                       28

<PAGE>

Exhibit
Number
------

    Dated as of                 File Reference                Exhibit No.
    -----------                 --------------                -----------
    September 1, 1969           2-34351                       2(b)(2)
    May 1, 1970                 2-37146                       2(b)(2)
    September 1, 1970           2-38172                       2(b)(2)
    June 1, 1971                2-40379                       2(b)(2)
    August 1, 1972              2-44803                       2(b)(2)
    September 1, 1973           2-48867                       2(b)(2)
    May 15, 1978                2-66957                       2(b)(4)
    February 1, 1980            2-66957                       2(b)(5)
    April 15, 1980              2-66957                       2(b)(6)
    June 15, 1980               2-68023                       (b)(4)(b)(5)
    October 1, 1981             2-74059                       (4)(d)
    October 15, 1981            2-75917                       (4)(e)
    February 15, 1982           2-75917                       (4)(e)
    July 1, 1982                2-89360                       (4)(d)
    March 1, 1983               2-89360                       (4)(e)
    March 1, 1984               2-89360                       (4)(f)
    September 15, 1984          2-92918                       (4)(d)
    September 27, 1984          33-2576                       (4)(d)
    November 8, 1984            33-2576                       (4)(d)
    December 1, 1984            33-2576                       (4)(d)
    December 5, 1984            33-2576                       (4)(e)
    January 30, 1985            33-2576                       (4)(e)
    February 25, 1985           33-2576                       (4)(e)
    July 1, 1985                33-2576                       (4)(e)
    October 1, 1985             33-2576                       (4)(e)
    January 15, 1986            33-8791                       (4)(d)
    May 20, 1986                33-8791                       (4)(d)
    June 3, 1986                33-8791                       (4)(e)
    October 1, 1986             33-29827                      (4)(d)
    August 25, 1989             33-34663                      (4)(d)
    February 15, 1991           33-39713                      (4)(d)
    May 1, 1991                 33-45751                      (4)(d)
    May 15, 1991                33-45751                      (4)(d)
    September 15, 1991          33-45751                      (4)(d)
    April 1, 1992               33-48931                      (4)(d)
    June 15, 1992               33-48931                      (4)(d)
    September 15, 1992          33-48931                      (4)(e)
    April 1, 1993               33-51139                      (4)(d)
    June 15, 1993               33-51139                      (4)(d)
    September 15, 1993          33-51139                      (4)(d)
    November 15, 1993           1-2578                        (4)(2)
    April 1, 1995               1-2578                        (4)(2)
    May 1, 1995                 1-2578                        (4)(2)
    July 1, 1995                1-2578                        (4)(2)
    June 1, 1997                1-2578                        (4)(2)
    April 1, 1998               1-2578                        (4)(2)
    June 1, 1998                1-2578                        (4)(2)
    September 29, 1999          1-2578                        (4)(2)
    April 1, 2000               1-2578                        (4)(2)(a)
    April 1, 2000               1-2578                        (4)(2)(b)
    June 1, 2001                1-2578
(A) February 1, 2003            1-2578                        4(2)
(A) March 1, 2003               1-2578                        4(2)
(A) August 1, 2003              1-2578                        4(2)



     (B) 4-2  -- General Mortgage Indenture and Deed of Trust dated as of
                 January 1, 1998 between OE and the Bank of New York, as
                 Trustee. Registration No. 333-05277, Exhibit 4(g))

          Dated as of           File Reference                Exhibit No.
          -----------           --------------                -----------
(A)  February 1, 2003           1-2578                        4-2
(A)  March 1, 2003              1-2578                        4-2
(A)  August 1, 2003             1-2578                        4-2

                                       29

<PAGE>

Exhibit
Number
------

     (A) 4-3  -- Indenture dated as of April 1, 2003 between OE and The Bank of
                 New York, as Trustee.

         10-1 -- Administration Agreement between the CAPCO Group dated as of
                 September 14, 1967. (Registration No. 2-43102, Exhibit 5(c)(2)

         10-2 -- Amendment No. 1 dated January 4, 1974 to Administration
                 Agreement between the CAPCO Group dated as of September 14,
                 1967.  (Registration No. 2-68906, Exhibit 5(c)(3))
         10-3 -- Transmission Facilities Agreement between the CAPCO Group dated
                 as of September 14, 1967. (Registration No. 2-43102, Exhibit
                 5(c)(3))

         10-4 -- Amendment No. 1 dated as of January 1, 1993 to Transmission
                 Facilities Agreement between the CAPCO Group dated as of
                 September 14, 1967. (1993 Form 10-K, Exhibit 10-4)

         10-5 -- Agreement for the Termination or Construction of Certain
                 Agreements effective September 1, 1980 among the CAPCO Group.
                 (Registration No. 2-68906, Exhibit 10-4)

         10-6 -- Amendment dated as of December 23, 1993 to Agreement for the
                 Termination or Construction of Certain Agreements effective
                 September 1, 1980 among the CAPCO Group. (1993 Form 10-K,
                 Exhibit 10-6)

         10-7 -- CAPCO Basic Operating Agreement, as amended September 1, 1980.
                 (Registration No. 2-68906, Exhibit 10-5)

         10-8 -- Amendment No. 1 dated August 1, 1981, and Amendment No. 2
                 dated September 1, 1982 to CAPCO Basic Operating Agreement, as
                 amended September 1, 1980. (September 30, 1981 Form 10-Q,
                 Exhibit 20-1 and 1982 Form 10-K, Exhibit 19-3, respectively)

         10-9 -- Amendment No. 3 dated July 1, 1984 to CAPCO Basic Operating
                 Agreement, as amended September 1, 1980. (1985 Form 10-K,
                 Exhibit 10-7)

        10-10 -- Basic Operating Agreement between the CAPCO Companies as
                 amended October 1, 1991. (1991 Form 10-K, Exhibit 10-8)

        10-11 -- Basic Operating Agreement between the CAPCO Companies as
                 amended January 1, 1993. (1993 Form 10-K, Exhibit 10-11)

        10-12 -- Memorandum of Agreement effective as of September 1, 1980 among
                 the CAPCO Group. (1982 Form 10-K, Exhibit 19-2)

        10-13 -- Operating Agreement for Beaver Valley Power Station Units
                 Nos. 1 and 2 as Amended and Restated September 15, 1987, by and
                 between the CAPCO Companies. (1987 Form 10-K, Exhibit 10-15)

        10-14 -- Construction Agreement with respect to Perry Plant between the
                 CAPCO Group dated as of July 22, 1974. (Registration No.
                 2-52251 of Toledo Edison Company, Exhibit 5(yy))

        10-15 -- Amendment No. 3 dated as of October 31, 1980 to the Bond
                 Guaranty dated as of October 1, 1973, as amended, with respect
                 to the CAPCO Group. (Registration No. 2-68906 of Pennsylvania
                 Power Company, Exhibit 10-16)

        10-16 -- Amendment No. 4 dated as of July 1, 1985 to the Bond Guaranty
                 dated as October 1, 1973, as amended, by the CAPCO Companies to
                 National City Bank as Bond Trustee. (1985 Form 10-K, Exhibit
                 10-30)

        10-17 -- Amendment No. 5 dated as of May 1, 1986, to the Bond Guaranty
                 by the CAPCO Companies to National City Bank as Bond Trustee.
                 (1986 Form 10-K, Exhibit 10-33)

        10-18 -- Amendment No. 6A dated as of December 1, 1991, to the Bond
                 Guaranty dated as of October 1, 1973, by The Cleveland Electric
                 Illuminating Company, Duquesne Light Company, Ohio Edison
                 Company, Pennsylvania Power Company, The Toledo Edison Company
                 to National City Bank, as Bond Trustee. (1991 Form 10-K,
                 Exhibit 10-33)

        10-19 -- Amendment No. 6B dated as of December 30, 1991, to the Bond
                 Guaranty dated as of October 1, 1973 by The Cleveland Electric
                 Illuminating Company, Duquesne Light Company, Ohio Edison
                 Company, Pennsylvania Power Company, The Toledo Edison Company
                 to National City Bank, as Bond Trustee. (1991 Form 10-K,
                 Exhibit 10-34)

                                       30

<PAGE>

Exhibit
Number
------

        10-20 -- Bond Guaranty dated as of December 1, 1991, by The Cleveland
                 Electric Illuminating Company, Duquesne Light Company, Ohio
                 Edison Company, Pennsylvania Power Company, The Toledo Edison
                 Company to National City Bank, as Bond Trustee. (1991
                 Form 10-K, Exhibit 10-35)

        10-21 -- Memorandum of Understanding dated March 31, 1985 among the
                 CAPCO Companies. (1985 Form 10-K, Exhibit 10-35)

    (C) 10-22 -- Ohio Edison System Executive Supplemental Life Insurance
                 Plan. (1995 Form 10-K, Exhibit 10-44)

    (C) 10-23 -- Ohio Edison System Executive Incentive Compensation Plan.
                 (1995 Form 10-K, Exhibit 10-45.)

    (C) 10-24 -- Ohio Edison System Restated and Amended Executive
                 Deferred Compensation Plan. (1995 Form 10-K, Exhibit 10-46.)

    (C) 10-25 -- Ohio Edison System Restated and Amended Supplemental
                 Executive Retirement Plan. (1995 Form 10-K, Exhibit 10-47.)

    (C) 10-26 -- Severance pay agreement between Ohio Edison Company and
                 W. R. Holland. (1995 Form 10-K, Exhibit 10-48.)

    (C) 10-27 -- Severance pay agreement between Ohio Edison Company and
                 H. P. Burg. (1995 Form 10-K, Exhibit 10-49.)

    (C) 10-28 -- Severance pay agreement between Ohio Edison Company and
                 A. J. Alexander. (1995 Form 10-K, Exhibit 10-50.)

    (C) 10-29 -- Severance pay agreement between Ohio Edison Company and
                 J. A. Gill. (1995 Form 10K, Exhibit 10-51.)

    (D) 10-30 -- Participation Agreement dated as of March 16, 1987 among
                 Perry One Alpha Limited Partnership, as Owner Participant, the
                 Original Loan Participants listed in Schedule 1 Hereto, as
                 Original Loan Participants, PNPP Funding Corporation, as
                 Funding  Corporation, The First National Bank of Boston, as
                 Owner Trustee, Irving Trust Company, as Indenture Trustee and
                 Ohio Edison Company, as Lessee. (1986 Form 10-K, Exhibit 28-1.)

    (D) 10-31 -- Amendment No. 1 dated as of September 1, 1987 to
                 Participation Agreement dated as of March 16, 1987 among Perry
                 One Alpha Limited Partnership, as Owner Participant, the
                 Original Loan Participants listed in Schedule 1 thereto,
                 as Original Loan Participants, PNPP Funding Corporation, as
                 Funding Corporation, The First National Bank of Boston, as
                 Owner Trustee, Irving Trust Company (now The Bank of New York),
                 as Indenture Trustee, and Ohio Edison Company, as Lessee.
                 (1991 Form 10-K, Exhibit 10-46.)

    (D) 10-32 -- Amendment No. 3 dated as of May 16, 1988 to Participation
                 Agreement dated as of March 16, 1987, as amended among Perry
                 One Alpha Limited Partnership, as Owner Participant, PNPP
                 Funding Corporation, The First National Bank of Boston, as
                 Owner Trustee, Irving Trust Company, as Indenture Trustee,
                 and Ohio Edison Company, as Lessee. (1992 Form 10-K,
                 Exhibit 10-47.)

    (D) 10-33 -- Amendment No. 4 dated as of November 1, 1991 to Participation
                 Agreement dated as of March 16, 1987 among Perry One Alpha
                 Limited Partnership, as Owner Participant, PNPP Funding
                 Corporation, as Funding Corporation, PNPP II Funding
                 Corporation, as New Funding Corporation, The First National
                 Bank of Boston, as Owner Trustee, The Bank of New York, as
                 Indenture Trustee and Ohio Edison Company, as Lessee. (1991
                 Form 10-K, Exhibit 10-47.)

    (D) 10-34 -- Amendment No. 5 dated as of November 24, 1992 to Participation
                 Agreement dated as of March 16, 1987, as amended, among Perry
                 One Alpha Limited Partnership, as Owner Participant, PNPP
                 Funding Corporation, as Funding Corporation, PNPP II Funding
                 Corporation, as New Funding Corporation, The First National
                 Bank of Boston, as Owner Trustee, The Bank of New York, as
                 Indenture Trustee and Ohio Edison Company as Lessee. (1992
                 Form 10-K, Exhibit 10-49.)

                                       31

<PAGE>

Exhibit
Number
------

    (D) 10-35 -- Amendment No. 6 dated as of January 12, 1993 to Participation
                 Agreement dated as of March 16, 1987 among Perry One Alpha
                 Limited Partnership, as Owner Participant, PNPP Funding
                 Corporation, as Funding Corporation, PNPP II Funding
                 Corporation, as New Funding Corporation, The First National
                 Bank of Boston, as Owner Trustee, The Bank of New York, as
                 Indenture Trustee and Ohio Edison Company, as Lessee.
                 (1992 Form 10-K, Exhibit 10-50.)

    (D) 10-36 -- Amendment No. 7 dated as of October 12, 1994 to Participation
                 Agreement dated as of March 16, 1987 as amended, among Perry
                 One Alpha Limited Partnership, as Owner Participant, PNPP
                 Funding Corporation, as Funding Corporation, PNPP II Funding
                 Corporation, as New Funding Corporation, The First National
                 Bank of Boston, as Owner Trustee, The Bank of New York, as
                 Indenture Trustee and Ohio Edison Company, as Lessee. (1994
                 Form 10-K, Exhibit 10-54.)

    (D) 10-37 -- Facility Lease dated as of March 16, 1987 between The First
                 National Bank of Boston, as Owner Trustee, with Perry One
                 Alpha Limited Partnership, Lessor, and Ohio Edison Company,
                 Lessee. (1986 Form 10-K, Exhibit 28-2.)

    (D) 10-38 -- Amendment No. 1 dated as of September 1, 1987 to Facility Lease
                 dated as of March 16, 1997 between The First National Bank of
                 Boston, as Owner Trustee, Lessor and Ohio Edison Company,
                 Lessee. (1991 Form 10-K, Exhibit 10-49.)

    (D) 10-39 -- Amendment No. 2 dated as of November 1, 1991, to Facility Lease
                 dated as of March 16, 1987, between The First National Bank of
                 Boston, as Owner Trustee, Lessor and Ohio Edison Company,
                 Lessee. (1991 Form 10-K, Exhibit 10-50.)

    (D) 10-40 -- Amendment No. 3 dated as of November 24, 1992 to Facility Lease
                 dated as March 16, 1987 as amended, between The First National
                 Bank of Boston, as Owner Trustee, with Perry One Alpha Limited
                 partnership, as Owner Participant and Ohio Edison Company, as
                 Lessee. (1992 Form 10-K, Exhibit 10-54.)

    (D) 10-41 -- Amendment No. 4 dated as of January 12, 1993 to Facility Lease
                 dated as of March 16, 1987 as amended, between, The First
                 National Bank of Boston, as Owner Trustee, with Perry One Alpha
                 Limited Partnership, as Owner Participant, and Ohio Edison
                 Company, as Lessee. (1994 Form 10-K, Exhibit 10-59.)

    (D) 10-42 -- Amendment No. 5 dated as of October 12, 1994 to Facility Lease
                 dated as of March 16, 1987 as amended, between, The First
                 National Bank of Boston, as Owner Trustee, with Perry One Alpha
                 Limited Partnership, as Owner Participant, and Ohio Edison
                 Company, as Lessee. (1994 Form 10-K, Exhibit 10-60.)

    (D) 10-43 -- Letter Agreement dated as of March 19, 1987 between Ohio Edison
                 Company, Lessee, and The First National Bank of Boston, Owner
                 Trustee under a Trust dated March 16, 1987 with Chase Manhattan
                 Realty Leasing Corporation, required by Section 3(d) of the
                 Facility Lease. (1986 Form 10-K, Exhibit 28-3.)

    (D) 10-44 -- Ground Lease dated as of March 16, 1987 between Ohio Edison
                 Company, Ground Lessor, and The First National Bank of Boston,
                 as Owner Trustee under a Trust Agreement, dated as of March 16,
                 1987, with the Owner Participant, Tenant. (1986 Form 10-K,
                 Exhibit 28-4.)

    (D) 10-45 -- Trust Agreement dated as of March 16, 1987 between Perry One
                 Alpha Limited Partnership, as Owner Participant, and The First
                 National Bank of Boston. (1986 Form 10-K, Exhibit 28-5.)

    (D) 10-46 -- Trust Indenture, Mortgage, Security Agreement and Assignment of
                 Facility Lease dated as of March 16, 1987 between The First
                 National Bank of Boston, as Owner Trustee under a Trust
                 Agreement dated as of March 16, 1987 with Perry One Alpha
                 Limited Partnership, and Irving Trust Company, as Indenture
                 Trustee. (1986 Form 10-K, Exhibit 28-6.)

    (D) 10-47 -- Supplemental Indenture No. 1 dated as of September 1, 1987 to
                 Trust Indenture, Mortgage, Security Agreement and Assignment of
                 Facility Lease dated as of March 16, 1987 between The First
                 National Bank of Boston as Owner Trustee and Irving Trust
                 Company (now The Bank of New York), as Indenture Trustee. (1991
                 Form 10-K, Exhibit 10-55.)

                                       32

<PAGE>

Exhibit
Number
------

    (D) 10-48 -- Supplemental Indenture No. 2 dated as of November 1, 1991 to
                 Trust Indenture, Mortgage, Security Agreement and Assignment of
                 Facility Lease dated as of March 16, 1987 between The First
                 National Bank of Boston, as Owner Trustee and The Bank of New
                 York, as Indenture Trustee. (1991 Form 10-K, Exhibit 10-56.)

    (D) 10-49 -- Tax Indemnification Agreement dated as of March 16, 1987
                 between Perry One, Inc. and PARock Limited Partnership as
                 General Partners and Ohio Edison Company, as Lessee. (1986 Form
                 10-K, Exhibit 28-7.)

    (D) 10-50 -- Amendment No. 1 dated as of November 1, 1991 to Tax
                 Indemnification Agreement dated as of March 16, 1987 between
                 Perry One, Inc. and PARock Limited Partnership and Ohio Edison
                 Company. (1991 Form 10-K, Exhibit 10-58.)

    (D) 10-51 -- Amendment No. 2 dated as of January 12, 1993 to Tax
                 Indemnification Agreement dated as of March 16, 1987 between
                 Perry One, Inc. and PARock Limited Partnership and Ohio Edison
                 Company. (1994 Form 10-K, Exhibit 10-69.)

    (D) 10-52 -- Amendment No. 3 dated as of October 12, 1994 to Tax
                 Indemnification Agreement dated as of March 16, 1987 between
                 Perry One, Inc. and PARock Limited Partnership and Ohio Edison
                 Company. (1994 Form 10-K, Exhibit 10-70.)

    (D) 10-53 -- Partial Mortgage Release dated as of March 19, 1987 under the
                 Indenture between Ohio Edison Company and Bankers Trust
                 Company, as Trustee, dated as of the 1st day of August 1930.
                 (1986 Form 10-K, Exhibit 28-8.)

    (D) 10-54 -- Assignment, Assumption and Further Agreement dated as of March
                 16, 1987 among The First National Bank of Boston, as Owner
                 Trustee under a Trust Agreement, dated as of March 16, 1987,
                 with Perry One Alpha Limited Partnership, The Cleveland
                 Electric Illuminating Company, Duquesne Light Company, Ohio
                 Edison Company, Pennsylvania Power Company and Toledo Edison
                 Company. (1986 Form 10-K, Exhibit 28-9.)

    (D) 10-55 -- Additional Support Agreement dated as of March 16, 1987 between
                 The First National Bank of Boston, as Owner Trustee under a
                 Trust Agreement, dated as of March 16, 1987, with Perry One
                 Alpha Limited Partnership, and Ohio Edison Company. (1986 Form
                 10-K, Exhibit 28-10.)

    (D) 10-56 -- Bill of Sale, Instrument of Transfer and Severance Agreement
                 dated as of March 19, 1987 between Ohio Edison Company, Seller,
                 and The First National Bank of Boston, as Owner Trustee under a
                 Trust Agreement, dated as of March 16, 1987, with Perry One
                 Alpha Limited Partnership. (1986 Form 10-K, Exhibit 28-11.)

    (D) 10-57 -- Easement dated as of March 16, 1987 from Ohio Edison Company,
                 Grantor, to The First National Bank of Boston, as Owner Trustee
                 under a Trust Agreement, dated as of March 16, 1987, with Perry
                 One Alpha Limited Partnership, Grantee. (1986 Form 10-K, File
                 Exhibit 28-12.)

        10-58 -- Participation Agreement dated as of March 16, 1987 among
                 Security Pacific Capital Leasing Corporation, as Owner
                 Participant, the Original Loan Participants listed in Schedule
                 1 Hereto, as Original Loan Participants, PNPP Funding
                 Corporation, as Funding Corporation, The First National Bank of
                 Boston, as Owner Trustee, Irving Trust Company, as Indenture
                 Trustee and Ohio Edison Company, as Lessee. (1986 Form 10-K, as
                 Exhibit 28-13.)

        10-59 -- Amendment No. 1 dated as of September 1, 1987 to Participation
                 Agreement dated as of March 16, 1987 among Security Pacific
                 Capital Leasing Corporation, as Owner Participant, The Original
                 Loan Participants Listed in Schedule 1 thereto, as Original
                 Loan Participants, PNPP Funding Corporation, as Funding
                 Corporation, The First National Bank of Boston, as Owner
                 Trustee, Irving Trust Company, as Indenture Trustee and Ohio
                 Edison Company, as Lessee. (1991 Form 10-K, Exhibit 10-65.)

        10-60 -- Amendment No. 4 dated as of November 1, 1991, to Participation
                 Agreement dated as of March 16, 1987 among Security Pacific
                 Capital Leasing Corporation, as Owner Participant, PNPP Funding
                 Corporation, as Funding Corporation, PNPP II Funding
                 Corporation, as New Funding Corporation, The First National
                 Bank of Boston, as Owner Trustee, The Bank of New York, as
                 Indenture Trustee and Ohio Edison Company, as Lessee. (1991
                 Form 10-K, Exhibit 10-66.)

                                       33

<PAGE>

Exhibit
Number
------

        10-61 -- Amendment No. 5 dated as of November 24, 1992 to Participation
                 Agreement dated as of March 16, 1987 as amended among Security
                 Pacific Capital Leasing Corporation, as Owner Participant, PNPP
                 Funding Corporation, as Funding Corporation, PNNP II Funding
                 Corporation, as New Funding Corporation, The First National
                 Bank of Boston, as Owner Trustee, The Bank of New York, as
                 Indenture Trustee and Ohio Edison Company, as Lessee. (1992
                 Form 10-K, Exhibit 10-71.)

        10-62 -- Amendment No. 6 dated as of January 12, 1993 to Participation
                 Agreement dated as of March 16, 1987 as amended among Security
                 Pacific Capital Leasing Corporation, as Owner Participant, PNPP
                 Funding Corporation, as Funding Corporation, PNPP II Funding
                 Corporation, as New Funding Corporation, The First National
                 Bank of Boston, as Owner Trustee, The Bank of New York, as
                 Indenture Trustee and Ohio Edison Company, as Lessee. (1994
                 Form 10-K, Exhibit 10-80.)

        10-63 -- Amendment No. 7 dated as of October 12, 1994 to Participation
                 Agreement dated as of March 16, 1987 as amended among Security
                 Pacific Capital Leasing Corporation, as Owner Participant, PNPP
                 Funding Corporation, as Funding Corporation, PNPP II Funding
                 Corporation, as New Funding Corporation, The First National
                 Bank of Boston, as Owner Trustee, The Bank of New York, as
                 Indenture Trustee and Ohio Edison Company, as Lessee. (1994
                 Form 10-K, Exhibit 10-81.)

        10-64 -- Facility Lease dated as of March 16, 1987 between The First
                 National Bank of Boston, as Owner Trustee, with Security
                 Pacific Capital Leasing Corporation, Lessor, and Ohio Edison
                 Company, as Lessee. (1986 Form 10-K, Exhibit 28-14.)

        10-65 -- Amendment No. 1 dated as of September 1, 1987 to Facility Lease
                 dated as of March 16, 1987 between The First National Bank of
                 Boston as Owner Trustee, Lessor and Ohio Edison Company,
                 Lessee. (1991 Form 10-K, Exhibit 10-68.)

        10-66 -- Amendment No. 2 dated as of November 1, 1991 to Facility Lease
                 dated as of March 16, 1987 between The First National Bank of
                 Boston as Owner Trustee, Lessor and Ohio Edison Company,
                 Lessee. 1991 Form 10-K, Exhibit 10-69.)

        10-67 -- Amendment No. 3 dated as of November 24, 1992 to Facility Lease
                 dated as of March 16, 1987, as amended, between, The First
                 National Bank of Boston, as Owner Trustee, with Security
                 Pacific Capital Leasing Corporation, as Owner Participant and
                 Ohio Edison Company, as Lessee. (1992 Form 10-K,
                 Exhibit 10-75.)

        10-68 -- Amendment No. 4 dated as of January 12, 1993 to Facility Lease
                 dated as of March 16, 1987 as amended between, The First
                 National Bank of Boston, as Owner Trustee, with Security
                 Pacific Capital Leasing Corporation, as Owner Participant, and
                 Ohio Edison Company, as Lessee. (1992 Form 10-K,
                 Exhibit 10-76.)

        10-69 -- Amendment No. 5 dated as of October 12, 1994 to Facility Lease
                 dated as of March 16, 1987 as amended between, The First
                 National Bank of Boston, as Owner Trustee, with Security
                 Pacific Capital Leasing Corporation, as Owner Participant, and
                 Ohio Edison Company, as Lessee. (1994 Form 10-K,
                 Exhibit 10-87.)

        10-70 -- Letter Agreement dated as of March 19, 1987 between Ohio Edison
                 Company, as Lessee, and The First National Bank of Boston, as
                 Owner Trustee under a Trust, dated as of March 16, 1987, with
                 Security Pacific Capital Leasing Corporation, required by
                 Section 3(d) of the Facility Lease. (1986 Form 10-K, Exhibit
                 28-15.)

        10-71 -- Ground Lease dated as of March 16, 1987 between Ohio Edison
                 Company, Ground Lessor, and The First National Bank of Boston,
                 as Owner Trustee under a Trust Agreement, dated as of March 16,
                 1987, with Perry One Alpha Limited Partnership, Tenant. (1986
                 Form 10-K, Exhibit 28-16.)

        10-72 -- Trust Agreement dated as of March 16, 1987 between Security
                 Pacific Capital Leasing Corporation, as Owner Participant, and
                 The First National Bank of Boston. (1986 Form 10-K,
                 Exhibit 28-17.)

                                       34

<PAGE>

Exhibit
Number
------

        10-73 -- Trust Indenture, Mortgage, Security Agreement and Assignment of
                 Facility Lease dated as of March 16, 1987 between The First
                 National Bank of Boston, as Owner Trustee under a Trust
                 Agreement, dated as of March 16, 1987, with Security Pacific
                 Capital Leasing Corporation, and Irving Trust Company, as
                 Indenture Trustee. (1986 Form 10-K, Exhibit 28-18.)

        10-74 -- Supplemental Indenture No. 1 dated as of September 1, 1987 to
                 Trust Indenture, Mortgage, Security Agreement and Assignment of
                 Facility Lease dated as of March 16, 1987 between The First
                 National Bank of Boston, as Owner Trustee and Irving Trust
                 Company (now The Bank of New York), as Indenture Trustee. (1991
                 Form 10-K, Exhibit 10-74.)

        10-75 -- Supplemental Indenture No. 2 dated as of November 1, 1991 to
                 Trust Indenture, Mortgage, Security Agreement and Assignment of
                 Facility Lease dated as of March 16, 1987 between The First
                 National Bank of Boston, as Owner Trustee and The Bank of New
                 York, as Indenture Trustee. (1991 Form 10-K, Exhibit 10-75.)

        10-76 -- Tax Indemnification Agreement dated as of March 16, 1987
                 between Security Pacific Capital Leasing Corporation, as Owner
                 Participant, and Ohio Edison Company, as Lessee. (1986 Form
                 10-K, Exhibit 28-19.)

        10-77 -- Amendment No. 1 dated as of November 1, 1991 to Tax
                 Indemnification Agreement dated as of March 16, 1987 between
                 Security Pacific Capital Leasing Corporation and Ohio Edison
                 Company. (1991 Form 10-K, Exhibit 10-77.)

        10-78 -- Amendment No. 2 dated as of January 12, 1993 to Tax
                 Indemnification Agreement dated as of March 16, 1987 between
                 Security Pacific Capital Leasing Corporation and Ohio Edison
                 Company. (1994 Form 10-K, Exhibit 10-96.)

        10-79 -- Amendment No. 3 dated as of October 12, 1994 to Tax
                 Indemnification Agreement dated as of March 16, 1987 between
                 Security Pacific Capital Leasing Corporation and Ohio Edison
                 Company. (1994 Form 10-K, Exhibit 10-97.)

        10-80 -- Assignment, Assumption and Further Agreement dated as of March
                 16, 1987 among The First National Bank of Boston, as Owner
                 Trustee under a Trust Agreement, dated as of March 16, 1987,
                 with Security Pacific Capital Leasing Corporation, The
                 Cleveland Electric Illuminating Company, Duquesne Light
                 Company, Ohio Edison Company, Pennsylvania Power Company and
                 Toledo Edison Company. (1986 Form 10-K, Exhibit 28-20.)

        10-81 -- Additional Support Agreement dated as of March 16, 1987 between
                 The First National Bank of Boston, as Owner Trustee under a
                 Trust Agreement, dated as of March 16, 1987, with Security
                 Pacific Capital Leasing Corporation, and Ohio Edison Company.
                 (1986 Form 10-K, Exhibit 28-21.)

        10-82 -- Bill of Sale, Instrument of Transfer and Severance Agreement
                 dated as of March 19, 1987 between Ohio Edison Company, Seller,
                 and The First National Bank of Boston, as Owner Trustee under a
                 Trust Agreement, dated as of March 16, 1987, with Security
                 Pacific Capital Leasing Corporation, Buyer. (1986 Form 10-K,
                 Exhibit 28-22.)

        10-83 -- Easement dated as of March 16, 1987 from Ohio Edison Company,
                 Grantor, to The First National Bank of Boston, as Owner Trustee
                 under a Trust Agreement, dated as of March 16, 1987, with
                 Security Pacific Capital Leasing Corporation, Grantee. (1986
                 Form 10-K, Exhibit 28-23.)

        10-84 -- Refinancing Agreement dated as of November 1, 1991 among Perry
                 One Alpha Limited Partnership, as Owner Participant, PNPP
                 Funding Corporation, as Funding Corporation, PNPP II Funding
                 Corporation, as New Funding Corporation, The First National
                 Bank of Boston, as Owner Trustee, The Bank of New York, as
                 Indenture Trustee, The Bank of New York, as Collateral Trust
                 Trustee, The Bank of New York, as New Collateral Trust Trustee
                 and Ohio Edison Company, as Lessee. (1991 Form 10-K,
                 Exhibit 10-82.)

        10-85 -- Refinancing Agreement dated as of November 1, 1991 among
                 Security Pacific Leasing Corporation, as Owner Participant,
                 PNPP Funding Corporation, as Funding Corporation, PNPP II
                 Funding Corporation, as New Funding Corporation, The First
                 National Bank of Boston, as Owner Trustee, The Bank of New
                 York, as Indenture Trustee, The Bank of New York, as Collateral
                 Trust Trustee, The Bank of New York as New Collateral Trust
                 Trustee and Ohio Edison Company, as Lessee. (1991 Form 10-K,
                 Exhibit 10-83.)

                                       35

Exhibit
Number
------

        10-86 -- Ohio Edison Company Master Decommissioning Trust Agreement for
                 Perry Nuclear Power Plant Unit One, Perry Nuclear Power Plant
                 Unit Two, Beaver Valley Power Station Unit One and Beaver
                 Valley Power Station Unit Two dated July 1, 1993. (1993
                 Form 10-K, Exhibit 10-94.)

        10-87 -- Nuclear Fuel Lease dated as of March 31, 1989, between OES
                 Fuel, Incorporated, as Lessor, and Ohio Edison Company, as
                 Lessee. (1989 Form 10-K, Exhibit 10-62.)

        10-88 -- Receivables Purchase Agreement dated as November 28, 1989, as
                 amended and restated as of April 23, 1993, between OES Capital,
                 Incorporated, Corporate Asset Funding Company, Inc. and
                 Citicorp North America, Inc. (1994 Form 10-K, Exhibit 10-106.)

        10-89 -- Guarantee Agreement entered into by Ohio Edison Company dated
                 as of January 17, 1991. (1990 Form 10-K, Exhibit 10-64.)

        10-90 -- Transfer and Assignment Agreement among Ohio Edison Company and
                 Chemical Bank, as trustee under the OE Power Contract Trust.
                 (1990 Form 10-K, Exhibit 10-65.)

        10-91 -- Renunciation of Payments and Assignment among Ohio Edison
                 Company, Monongahela Power Company, West Penn Power Company,
                 and the Potomac Edison Company dated as of January 4, 1991.
                 (1990 Form 10-K, Exhibit 10-66.)

        10-92 -- Transfer and Assignment Agreement dated May 20, 1994 among Ohio
                 Edison Company and Chemical Bank, as trustee under the OE Power
                 Contract Trust. (1994 Form 10-K, Exhibit 10-110.)

        10-93 -- Renunciation of Payments and Assignment among Ohio Edison
                 Company, Monongahela Power Company, West Penn Power Company,
                 and the Potomac Edison Company dated as of May 20, 1994. (1994
                 Form 10-K, Exhibit 10-111.)

        10-94 -- Transfer and Assignment Agreement dated October 12, 1994 among
                 Ohio Edison Company and Chemical Bank, as trustee under the OE
                 Power Contract Trust. (1994 Form 10-K, Exhibit 10-112.)

        10-95 -- Renunciation of Payments and Assignment among Ohio Edison
                 Company, Monongahela Power Company, West Penn Power Company,
                 and the Potomac Edison Company dated as of October 12, 1994.
                 (1994 Form 10-K, Exhibit 10-113.)

    (E) 10-96 -- Participation Agreement dated as of September 15, 1987,
                 among Beaver Valley Two Pi Limited Partnership, as Owner
                 Participant, the Original Loan Participants listed in
                 Schedule 1 Thereto, as Original Loan Participants, BVPS Funding
                 Corporation, as Funding Corporation, The First National Bank of
                 Boston, as Owner Trustee, Irving Trust Company, as Indenture
                 Trustee and Ohio Edison Company as Lessee. (1987 Form 10-K,
                 Exhibit 28-1.)

    (E) 10-97 -- Amendment No. 1 dated as of February 1, 1988, to Participation
                 Agreement dated as of September 15, 1987, among Beaver Valley
                 Two Pi Limited Partnership, as Owner Participant, the Original
                 Loan Participants listed in Schedule 1 Thereto, as Original
                 Loan Participants, BVPS Funding Corporation, as Funding
                 Corporation, The First National Bank of Boston, as Owner
                 Trustee, Irving Trust Company, as Indenture Trustee and Ohio
                 Edison Company, as Lessee. (1987 Form 10-K, Exhibit 28-2.)

    (E) 10-98 -- Amendment No. 3 dated as of March 16, 1988 to Participation
                 Agreement dated as of September 15, 1987, as amended, among
                 Beaver Valley Two Pi Limited Partnership, as Owner Participant,
                 BVPS Funding Corporation, The First National Bank of Boston, as
                 Owner Trustee, Irving Trust Company, as Indenture Trustee and
                 Ohio Edison Company, as Lessee. (1992 Form 10-K,
                 Exhibit 10-99.)

    (E) 10-99 -- Amendment No. 4 dated as of November 5, 1992 to Participation
                 Agreement dated as of September 15, 1987, as amended, among
                 Beaver Valley Two Pi Limited Partnership, as Owner Participant,
                 BVPS Funding Corporation, BVPS II Funding Corporation, The
                 First National Bank of Boston, as Owner Trustee, The Bank of
                 New York, as Indenture Trustee and Ohio Edison Company, as
                 Lessee. (1992 Form 10-K, Exhibit 10-100.)

                                       36

<PAGE>

Exhibit
Number
------

   (E) 10-100 -- Amendment No. 5 dated as of September 30, 1994 to
                 Participation Agreement dated as of September 15, 1987, as
                 amended, among Beaver Valley Two Pi Limited Partnership, as
                 Owner Participant, BVPS Funding Corporation, BVPS II Funding
                 Corporation, The First National Bank of Boston, as Owner
                 Trustee, The Bank of New York, as Indenture Trustee and Ohio
                 Edison Company, as Lessee. (1994 Form 10-K, Exhibit 10-118.)

   (E) 10-101 -- Facility Lease dated as of September 15, 1987, between The
                 First National Bank of Boston, as Owner Trustee, with Beaver
                 Valley Two Pi Limited Partnership, Lessor, and Ohio Edison
                 Company, Lessee. (1987 Form 10-K, Exhibit 28-3.)

   (E) 10-102 -- Amendment No. 1 dated as of February 1, 1988, to Facility
                 Lease dated as of September 15, 1987, between The First
                 National Bank of Boston, as Owner Trustee, with Beaver Valley
                 Two Pi Limited Partnership, Lessor, and Ohio Edison Company,
                 Lessee. (1987 Form 10-K, Exhibit 28-4.)

   (E) 10-103 -- Amendment No. 2 dated as of November 5, 1992, to Facility
                 Lease dated as of September 15, 1987, as amended, between The
                 First National Bank of Boston, as Owner Trustee, with Beaver
                 Valley Two Pi Limited Partnership, as Owner Participant, and
                 Ohio Edison Company, as Lessee. (1992 Form 10-K, Exhibit
                 10-103.)

   (E) 10-104 -- Amendment No. 3 dated as of September 30, 1994 to Facility
                 Lease dated as of September 15, 1987, as amended, between The
                 First National Bank of Boston, as Owner Trustee, with Beaver
                 Valley Two Pi Limited Partnership, as Owner Participant, and
                 Ohio Edison Company, as Lessee. (1994 Form 10-K, Exhibit
                 10-122.)

   (E) 10-105 -- Ground Lease and Easement Agreement dated as of September 15,
                 1987, between Ohio Edison Company, Ground Lessor, and The First
                 National Bank of Boston, as Owner Trustee under a Trust
                 Agreement, dated as of September 15, 1987, with Beaver Valley
                 Two Pi Limited Partnership, Tenant. (1987 Form 10-K, Exhibit
                 28-5.)

   (E) 10-106 -- Trust Agreement dated as of September 15, 1987, between Beaver
                 Valley Two Pi Limited Partnership, as Owner Participant, and
                 The First National Bank of Boston. (1987 Form 10-K,
                 Exhibit 28-6.)

   (E) 10-107 -- Trust Indenture, Mortgage, Security Agreement and Assignment
                 of Facility Lease dated as of September 15, 1987, between The
                 First National Bank of Boston, as Owner Trustee under a Trust
                 Agreement dated as of September 15, 1987, with Beaver Valley
                 Two Pi Limited Partnership, and Irving Trust Company, as
                 Indenture Trustee. (1987 Form 10-K, Exhibit 28-7.)

   (E) 10-108 -- Supplemental Indenture No. 1 dated as of February 1, 1988 to
                 Trust Indenture, Mortgage, Security Agreement and Assignment of
                 Facility Lease dated as of September 15, 1987 between The First
                 National Bank of Boston, as Owner Trustee under a Trust
                 Agreement dated as of September 15, 1987 with Beaver Valley Two
                 Pi Limited Partnership and Irving Trust Company, as Indenture
                 Trustee. (1987 Form 10-K, Exhibit 28-8.)

   (E) 10-109 -- Tax Indemnification Agreement dated as of September 15, 1987,
                 between Beaver Valley Two Pi Inc. and PARock Limited
                 Partnership as General Partners and Ohio Edison Company, as
                 Lessee. (1987 Form 10-K, Exhibit 28-9.)

   (E) 10-110 -- Amendment No. 1 dated as of November 5, 1992 to Tax
                 Indemnification Agreement dated as of September 15, 1987,
                 between Beaver Valley Two Pi Inc. and PARock Limited
                 Partnership as General Partners and Ohio Edison Company, as
                 Lessee. (1994 Form 10-K, Exhibit 10-128.)

   (E) 10-111 -- Amendment No. 2 dated as of September 30, 1994 to Tax
                 Indemnification Agreement dated as of September 15, 1987,
                 between Beaver Valley Two Pi Inc. and PARock Limited
                 Partnership as General Partners and Ohio Edison Company, as
                 Lessee. (1994 Form 10-K, Exhibit 10-129.)

   (E) 10-112 -- Tax Indemnification Agreement dated as of September 15, 1987,
                 between HG Power Plant, Inc., as Limited Partner and Ohio
                 Edison Company, as Lessee. (1987 Form 10-K, Exhibit 28-10.)

                                       37

<PAGE>

Exhibit
Number
------

   (E) 10-113 -- Amendment No. 1 dated as of November 5, 1992 to Tax
                 Indemnification Agreement dated as of September 15, 1987,
                 between HG Power Plant, Inc., as Limited Partner and Ohio
                 Edison Company, as Lessee. (1994 Form 10-K, Exhibit 10-131.)

   (E) 10-114 -- Amendment No. 2 dated as of September 30, 1994 to Tax
                 Indemnification Agreement dated as of September 15, 1987,
                 between HG Power Plant, Inc., as Limited Partner and Ohio
                 Edison Company, as Lessee. (1994 Form 10-K, Exhibit 10-132.)

   (E) 10-115 -- Assignment, Assumption and Further Agreement dated as of
                 September 15, 1987, among The First National Bank of Boston,
                 as Owner Trustee under a Trust Agreement, dated as of
                 September 15, 1987, with Beaver Valley Two Pi Limited
                 Partnership, The Cleveland Electric Illuminating Company,
                 Duquesne Light Company, Ohio Edison Company, Pennsylvania Power
                 Company and Toledo Edison Company. (1987 Form 10-K,
                 Exhibit 28-11.)

   (E) 10-116 -- Additional Support Agreement dated as of September 15, 1987,
                 between The First National Bank of Boston, as Owner Trustee
                 under a Trust Agreement, dated as of September 15, 1987, with
                 Beaver Valley Two Pi Limited Partnership, and Ohio Edison
                 Company. (1987 Form 10-K, Exhibit 28-12.)

   (F) 10-117 -- Participation Agreement dated as of September 15, 1987, among
                 Chrysler Consortium Corporation, as Owner Participant, the
                 Original Loan Participants listed in Schedule 1 Thereto, as
                 Original Loan Participants, BVPS Funding Corporation as Funding
                 Corporation, The First National Bank of Boston, as Owner
                 Trustee, Irving Trust Company, as Indenture Trustee and Ohio
                 Edison Company, as Lessee. (1987 Form 10-K, Exhibit 28-13.)

   (F) 10-118 -- Amendment No. 1 dated as of February 1, 1988, to Participation
                 Agreement dated as of September 15, 1987, among Chrysler
                 Consortium Corporation, as Owner Participant, the Original Loan
                 Participants listed in Schedule 1 Thereto, as Original Loan
                 Participants, BVPS Funding Corporation, as Funding Corporation,
                 The First National Bank of Boston, as Owner Trustee, Irving
                 Trust Company, as Indenture Trustee, and Ohio Edison Company,
                 as Lessee. (1987 Form 10-K, Exhibit 28-14.)

   (F) 10-119 -- Amendment No. 3 dated as of March 16, 1988 to Participation
                 Agreement dated as of September 15, 1987, as amended, among
                 Chrysler Consortium Corporation, as Owner Participant, BVPS
                 Funding Corporation, The First National Bank of Boston, as
                 Owner Trustee, Irving Trust Company, as Indenture Trustee, and
                 Ohio Edison Company, as Lessee. (1992 Form 10-K,
                 Exhibit 10-114.)

   (F) 10-120 -- Amendment No. 4 dated as of November 5, 1992 to Participation
                 Agreement dated as of September 15, 1987, as amended, among
                 Chrysler Consortium Corporation, as Owner Participant, BVPS
                 Funding Corporation, BVPS II Funding Corporation, The First
                 National Bank of Boston, as Owner Trustee, The Bank of New
                 York, as Indenture Trustee and Ohio Edison Company, as Lessee.
                 (1992 Form 10-K, Exhibit 10-115.)

   (F) 10-121 -- Amendment No. 5 dated as of January 12, 1993 to Participation
                 Agreement dated as of September 15, 1987, as amended, among
                 Chrysler Consortium Corporation, as Owner Participant, BVPS
                 Funding Corporation, BVPS II Funding Corporation, The First
                 National Bank of Boston, as Owner Trustee, The Bank of New
                 York, as Indenture Trustee and Ohio Edison Company, as Lessee.
                 (1994 Form 10-K, Exhibit 10-139.)

   (F) 10-122 -- Amendment No. 6 dated as of September 30, 1994 to
                 Participation Agreement dated as of September 15, 1987, as
                 amended, among Chrysler Consortium Corporation, as Owner
                 Participant, BVPS Funding Corporation, BVPS II Funding
                 Corporation, The First National Bank of Boston, as Owner
                 Trustee, The Bank of New York, as Indenture Trustee and Ohio
                 Edison Company, as Lessee. (1994 Form 10-K, Exhibit 10-140.)

   (F) 10-123 -- Facility Lease dated as of September 15, 1987, between The
                 First National Bank of Boston, as Owner Trustee, with Chrysler
                 Consortium Corporation, Lessor, and Ohio Edison Company, as
                 Lessee. (1987 Form 10-K, Exhibit 28-15.)

                                       38

<PAGE>

Exhibit
Number
------

   (F) 10-124 -- Amendment No. 1 dated as of February 1, 1988, to Facility
                 Lease dated as of September 15, 1987, between The First
                 National Bank of Boston, as Owner Trustee, with Chrysler
                 Consortium Corporation, Lessor, and Ohio Edison Company,
                 Lessee. (1987 Form 10-K, Exhibit 28-16.)

   (F) 10-125 -- Amendment No. 2 dated as of November 5, 1992 to Facility Lease
                 dated as of September 15, 1987, as amended, between The First
                 National Bank of Boston, as Owner Trustee, with Chrysler
                 Consortium Corporation, as Owner Participant, and Ohio Edison
                 Company, as Lessee. (1992 Form 10-K, Exhibit 10-118.)

   (F) 10-126 -- Amendment No. 3 dated as of January 12, 1993 to Facility Lease
                 dated as of September 15, 1987, as amended, between The First
                 National Bank of Boston, as Owner Trustee, with Chrysler
                 Consortium Corporation, as Owner Participant, and Ohio Edison
                 Company, as Lessee. (1992 Form 10-K, Exhibit 10-119.)

   (F) 10-127 -- Amendment No. 4 dated as of September 30, 1994 to Facility
                 Lease dated as of September 15, 1987, as amended, between The
                 First National Bank of Boston, as Owner Trustee, with Chrysler
                 Consortium Corporation, as Owner Participant, and Ohio Edison
                 Company, as Lessee. (1994 Form 10-K, Exhibit 10-145.)

   (F) 10-128 -- Ground Lease and Easement Agreement dated as of September 15,
                 1987, between Ohio Edison Company, Ground Lessor, and The First
                 National Bank of Boston, as Owner Trustee under a Trust
                 Agreement, dated as of September 15, 1987, with Chrysler
                 Consortium Corporation, Tenant. (1987 Form 10-K,
                 Exhibit 28-17.)

   (F) 10-129 -- Trust Agreement dated as of September 15, 1987, between
                 Chrysler Consortium Corporation, as Owner Participant, and The
                 First National Bank of Boston. (1987 Form 10-K, Exhibit 28-18.)

   (F) 10-130 -- Trust Indenture, Mortgage, Security Agreement and Assignment
                 of Facility Lease dated as of September 15, 1987, between The
                 First National Bank of Boston, as Owner Trustee under a Trust
                 Agreement, dated as of September 15, 1987, with Chrysler
                 Consortium Corporation and Irving Trust Company, as Indenture
                 Trustee. (1987 Form 10-K, Exhibit 28-19.)

   (F) 10-131 -- Supplemental Indenture No. 1 dated as of February 1, 1988 to
                 Trust Indenture, Mortgage, Security Agreement and Assignment of
                 Facility Lease dated as of September 15, 1987 between The First
                 National Bank of Boston, as Owner Trustee under a Trust
                 Agreement dated as of September 15, 1987 with Chrysler
                 Consortium Corporation and Irving Trust Company, as Indenture
                 Trustee. (1987 Form 10-K, Exhibit 28-20.)

   (F) 10-132 -- Tax Indemnification Agreement dated as of September 15, 1987,
                 between Chrysler Consortium Corporation, as Owner Participant,
                 and Ohio Edison Company, Lessee. (1987 Form 10-K, Exhibit
                 28-21.)

   (F) 10-133 -- Amendment No. 1 dated as of November 5, 1992 to Tax
                 Indemnification Agreement dated as of September 15, 1987,
                 between Chrysler Consortium Corporation, as Owner Participant,
                 and Ohio Edison Company, as Lessee. (1994 Form 10-K, Exhibit
                 10-151.)

   (F) 10-134 -- Amendment No. 2 dated as of January 12, 1993 to Tax
                 Indemnification Agreement dated as of September 15, 1987,
                 between Chrysler Consortium Corporation, as Owner Participant,
                 and Ohio Edison Company, as Lessee. (1994 Form 10-K, Exhibit
                 10-152.)

   (F) 10-135 -- Amendment No. 3 dated as of September 30, 1994 to Tax
                 Indemnification Agreement dated as of September 15, 1987,
                 between Chrysler Consortium Corporation, as Owner Participant,
                 and Ohio Edison Company, as Lessee. (1994 Form 10-K, Exhibit
                 10-153.)

   (F) 10-136 -- Assignment, Assumption and Further Agreement dated as of
                 September 15, 1987, among The First National Bank of Boston, as
                 Owner Trustee under a Trust Agreement, dated as of September
                 15, 1987, with Chrysler Consortium Corporation, The Cleveland
                 Electric Illuminating Company, Duquesne Light Company, Ohio
                 Edison Company, Pennsylvania Power Company, and Toledo Edison
                 Company. (1987 Form 10-K, Exhibit 28-22.)

   (F) 10-137 -- Additional Support Agreement dated as of September 15, 1987,
                 between The First National Bank of Boston, as Owner Trustee
                 under a Trust Agreement, dated as of September 15, 1987, with
                 Chrysler Consortium Corporation, and Ohio Edison Company. (1987
                 Form 10-K, Exhibit 28-23.)

                                       39

<PAGE>

Exhibit
Number
------

       10-138 -- Operating Agreement dated March 10, 1987 with respect to Perry
                 Unit No. 1 between the CAPCO Companies. (1987 Form 10-K,
                 Exhibit 28-24.)

       10-139 -- Operating Agreement for Bruce Mansfield Units Nos. 1, 2 and 3
                 dated as of June 1, 1976, and executed on September 15, 1987,
                 by and between the CAPCO Companies. (1987 Form 10-K,
                 Exhibit 28-25.)

       10-140 -- Operating Agreement for W. H. Sammis Unit No. 7 dated as of
                 September 1, 1971 by and between the CAPCO Companies. (1987
                 Form 10-K, Exhibit 28-26.)

       10-141 -- OE-APS Power Interchange Agreement dated March 18, 1987, by
                 and among Ohio Edison Company and Pennsylvania Power Company,
                 and Monongahela Power Company and West Penn Power Company and
                 The Potomac Edison Company. (1987 Form 10-K, Exhibit 28-27.)

       10-142 -- OE-PEPCO Power Supply Agreement dated March 18, 1987, by and
                 among Ohio Edison Company and Pennsylvania Power Company and
                 Potomac Electric Power Company. (1987 Form 10-K,
                 Exhibit 28-28.)

       10-143 -- Supplement No. 1 dated as of April 28, 1987, to the OE-PEPCO
                 Power Supply Agreement dated March 18, 1987, by and among Ohio
                 Edison Company, Pennsylvania Power Company, and Potomac
                 Electric Power Company. (1987 Form 10-K, Exhibit 28-29.)

       10-144 -- APS-PEPCO Power Resale Agreement dated March 18, 1987, by and
                 among Monongahela Power Company, West Penn Power Company, and
                 The Potomac Edison Company and Potomac Electric Power Company.
                 (1987 Form 10-K, Exhibit 28-30.)

     (A) 12.2 -- Consolidated fixed charge ratios.

     (A) 13.1 -- OE 2003 Annual Report to Stockholders (Only those portions
                 expressly incorporated by reference in this Form 10-K are to be
                 deemed "filed" with the SEC.)

     (A) 21.1 -- List of Subsidiaries of the Registrant at December 31, 2003.

     (A) 23.1 -- Consent of Independent Accountants.

     (A) Provided herein in electronic format as an exhibit.

     (B) Pursuant to paragraph (b)(4)(iii)(A) of Item 601 of Regulation S-K, OE
         has not filed as an exhibit to this Form 10-K any instrument with
         respect to long-term debt if the total amount of securities authorized
         thereunder does not exceed 10% of the total assets of OE and its
         subsidiaries on a consolidated basis, but hereby agrees to furnish to
         the SEC on request any such instruments.

     (C) Management contract or compensatory plan contract or arrangement
         filed pursuant to Item 601 of Regulation S-K.

     (D) Substantially similar documents have been entered into relating to
         three additional Owner Participants.

     (E) Substantially similar documents have been entered into relating to
         five additional Owner Participants.

     (F) Substantially similar documents have been entered into relating to
         two additional Owner Participants.

         Note: Reports of OE on Forms 10-Q and 10-K are on file with the SEC
         under number 1-2578.

         Pursuant to Rule 14a - 3 (10) of the Securities Exchange Act of 1934,
         the Company will furnish any exhibit in this Report upon the payment
         of the Company's expenses in furnishing such exhibit.


3.   Exhibits - Penn

         3-1  -- Amended and Restated Articles of Incorporation, as amended
                 March 15, 2002. (2001 Form 10-K, Exhibit 3-1)

                                       40

<PAGE>

Exhibit
Number
------

         3-2  -- Amended and Restated By-Laws of Penn, as amended March 15,
                 2002. (2001 Form 10-K, Exhibit 3-2)

         4-1* -- Indenture dated as of November 1, 1945, between Penn and The
                 First National Bank of the City of New York (now Citibank,
                 N.A.), as Trustee, as supplemented and amended by Supplemental
                 Indentures dated as of May 1, 1948, March 1, 1950, February 1,
                 1952, October 1, 1957, September 1, 1962, June 1, 1963, June
                 1, 1969, May 1, 1970, April 1, 1971, October 1, 1971, May 1,
                 1972, December 1, 1974, October 1, 1975, September 1, 1976,
                 April 15, 1978, June 28, 1979, January 1, 1980, June 1, 1981,
                 January 14, 1982, August 1, 1982, December 15, 1982, December
                 1, 1983, September 6, 1984, December 1, 1984, May 30, 1985,
                 October 29, 1985, August 1, 1987, May 1, 1988, November 1,
                 1989, December 1, 1990, September 1, 1991, May 1, 1992, July
                 15, 1992, August 1, 1992, and May 1, 1993, July 1, 1993,
                 August 31, 1993, September 1, 1993, September 15, 1993,
                 October 1, 1993, November 1, 1993, and August 1, 1994.
                 (Physically filed and designated as Exhibits 2(b)(1)-1 through
                 2(b)(1)-15 in Registration Statement File No. 2-60837; as
                 Exhibits 2(b)(2), 2(b)(3), and 2(b)(4) in Registration
                 Statement File No. 2-68906; as Exhibit 4-2 in Form 10-K for
                 1981 File No. 1-3491; as Exhibit 19-1 in Form 10-K for 1982
                 File No. 1-3491; as Exhibit 19-1 in Form 10-K for 1983 File
                 No. 1-3491; as Exhibit 19-1 in Form 10-K for 1984 File No.
                 1-3491; as Exhibit 19-1 in Form 10-K for 1985 File No. 1-3491;
                 as Exhibit 19-1 in Form 10-K for 1987 File No. 1-3491; as
                 Exhibit 19-1 in Form 10-K for 1988 File No. 1-3491; as Exhibit
                 19 in Form 10-K for 1989 File No. 1-3491; as Exhibit 19 in
                 Form 10-K for 1990 File No. 1-3491; as Exhibit 19 in Form 10-K
                 for 1991 File No. 1-3491; as Exhibit 19-1 in Form 10-K for
                 1992 File No. 1-3491; as Exhibit 4-2 in Form 10-K for 1993
                 File No. 1-3491; and as Exhibit 4-2 in Form 10-K for 1994 File
                 No. 1-3491.)

         4-2  -- Supplemental Indenture dated as of September 1, 1995,
                 between Penn and Citibank, N.A., as Trustee. (1995 Form 10-K,
                 Exhibit 4-2.)

         4-3  -- Supplemental Indenture dated as of June 1, 1997, between
                 Penn and Citibank, N.A., as Trustee. (1997 Form 10-K, Exhibit
                 4-3.)

         4-4  -- Supplemental Indenture dated as of June 1, 1998, between
                 Penn and Citibank, N. A., as Trustee. (1998 Form 10-K, Exhibit
                 4-4.)

         4-5  -- Supplemental  Indenture dated as of September 29,  1999,
                 between Penn and Citibank,  N.A., as Trustee. (1999  Form 10-K,
                 Exhibit 4-5.)

         4-6  -- Supplemental Indenture dated as of November 15,  1999, between
                 Penn and Citibank, N.A., as Trustee. (1999 Form 10-K,
                 Exhibit 4-6.)

         4-7  -- Supplemental Indenture dated as of June 1, 2001. (2001 Form
                 10-K, Exhibit 4-7)

         10-1 --  Administration Agreement between the CAPCO Group dated as
                  of September 14, 1967. (Registration Statement of Ohio Edison
                  Company, File No. 2-43102, Exhibit 5(c)(2).)

         10-2 -- Amendment No. 1 dated January 4, 1974 to Administration
                 Agreement between the CAPCO Group dated as of September 14,
                 1967. (Registration Statement No. 2-68906, Exhibit 5 (c)(3).)

         10-3 -- Transmission Facilities Agreement between the CAPCO Group dated
                 as of September 14, 1967. (Registration Statement of Ohio
                 Edison Company, File No. 2-43102, Exhibit 5 (c)(3).)

         10-4 -- Amendment  No. 1 dated as of January 1,  1993 to  Transmission
                 Facilities  Agreement  between the CAPCO Group dated as of
                 September 14, 1967. (1993 Form 10-K, Exhibit 10-4, Ohio Edison
                 Company.)

         10-5 -- Agreement for the Termination or  Construction of Certain
                 Agreements  effective  September 1,  1980 among the CAPCO
                 Group. (Registration Statement No. 2-68906, Exhibit 10-4.)

-----------------------------
*   Pursuant to paragraph (b)(4)(iii) (A) of Item 601 of Regulation S-K, Penn
    has not filed as an exhibit to this Form 10-K any instrument with respect to
    long-term debt if the total amount of securities authorized thereunder does
    not exceed 10% of the total assets of Penn, but hereby agrees to furnish to
    the Commission on request any such instruments.

                                       41

<PAGE>

Exhibit
Number
------

         10-6 -- Amendment dated as of December 23, 1993 to Agreement for
                 the Termination or Construction of Certain Agreements
                 effective September 1, 1980 among the CAPCO Group. (1993 Form
                 10-K, Exhibit 10-6, Ohio Edison Company.)

         10-7 -- CAPCO Basic Operating Agreement, as amended September 1,
                 1980. (Registration Statement No. 2-68906, as Exhibit 10-5.)

         10-8 -- Amendment No. 1 dated August 1, 1981 and Amendment No. 2
                 dated September 1, 1982, to CAPCO Basic Operating Agreement as
                 amended September 1, 1980. (September 30, 1981 Form 10-Q,
                 Exhibit 20-1 and 1982 Form 10-K, Exhibit 19-3, File No.
                 1-2578, of Ohio Edison Company.)

         10-9 -- Amendment No. 3 dated as of July 1, 1984, to CAPCO Basic
                 Operating Agreement as amended September 1, 1980. (1985 Form
                 10-K, Exhibit 10-7, File No. 1-2578, of Ohio Edison Company.)

        10-10 -- Basic Operating Agreement between the CAPCO Companies as
                 amended October 1, 1991. (1991 Form 10-K, Exhibit 10-8, File
                 No. 1-2578, of Ohio Edison Company.)

        10-11 -- Basic Operating Agreement between the CAPCO Companies as
                 amended January 1, 1993. (1993 Form 10-K, Exhibit 10-11, Ohio
                 Edison.)

        10-12 -- Memorandum of Agreement effective as of September 1, 1980,
                 among the CAPCO Group. (1991 Form 10-K, Exhibit 19-2, Ohio
                 Edison Company.)

        10-13 -- Operating Agreement for Beaver Valley Power Station Units
                 Nos. 1 and 2 as Amended and Restated September 15, 1987, by and
                 between the CAPCO Companies. (1987 Form 10-K, Exhibit 10-15,
                 File No. 1-2578, of Ohio Edison Company.)

        10-14 -- Construction Agreement with respect to Perry Plant between
                 the CAPCO Group dated as of July 22, 1974. (Registration
                 Statement of Toledo Edison Company, File No. 2-52251, as
                 Exhibit 5 (yy).)

        10-15 -- Memorandum of Understanding dated as of March 31, 1985, among
                 the CAPCO Companies. (1985 Form 10-K, Exhibit 10-35, File No.
                 1-2578, Ohio Edison Company.)

    (B) 10-16 -- Ohio Edison System Executive Supplemental Life Insurance Plan.
                 (1995 Form 10-K, Exhibit 10-44, File No. 1-2578, Ohio Edison
                 Company.)

    (B) 10-17 -- Ohio Edison System Executive Incentive Compensation Plan. (1995
                 Form 10-K, Exhibit 10-45, File No. 1-2578, Ohio Edison
                 Company.)

    (B) 10-18 -- Ohio Edison System Restated and Amended Executive Deferred
                 Compensation Plan. (1995 Form 10-K, Exhibit 10-46, File
                 No. 1-2578, Ohio Edison Company.)

    (B) 10-19 -- Ohio Edison System Restated and Amended Supplemental Executive
                 Retirement Plan. (1995 Form 10-K, Exhibit 10-47, File
                 No. 1-2578, Ohio Edison Company.)

        10-20 -- Operating Agreement for Perry Unit No. 1 dated March 10,
                 1987, by and between the CAPCO Companies. (1987 Form 10-K,
                 Exhibit 28-24, File No. 1-2578, Ohio Edison Company.)

        10-21 -- Operating Agreement for Bruce Mansfield Units Nos. 1, 2 and 3
                 dated as of June 1, 1976, and executed on September 15, 1987,
                 by and between the CAPCO Companies. (1987 Form 10-K,
                 Exhibit 28-25, File No. 1-2578, Ohio Edison Company.)

        10-22 -- Operating Agreement for W. H. Sammis Unit No. 7 dated as of
                 September 1, 1971, by and between the CAPCO Companies. (1987
                 Form 10-K, Exhibit 28-26, File No. 1-2578, Ohio Edison
                 Company.)

        10-23 -- OE-APS Power Interchange Agreement dated March 18, 1987, by
                 and among Ohio Edison Company and Pennsylvania Power Company,
                 and Monongahela Power Company and West Penn Power Company and
                 The Potomac Edison Company. (1987 Form 10-K, Exhibit 28-27,
                 File No. 1-2578, of Ohio Edison Company.)

                                       42

<PAGE>

Exhibit
Number
------

        10-24 -- OE-PEPCO Power Supply Agreement dated March 18, 1987, by and
                 among Ohio Edison Company and Pennsylvania Power Company and
                 Potomac Electric Power Company. (1987 Form 10-K, Exhibit 28-28,
                 File No. 1-2578, of Ohio Edison Company.)

        10-25 -- Supplement No. 1 dated as of April 28, 1987, to the OE-PEPCO
                 Power Supply Agreement dated March 18, 1987, by and among Ohio
                 Edison Company, Pennsylvania Power Company and Potomac Electric
                 Power Company. (1987 Form 10-K, Exhibit 28-29, File No. 1-2578,
                 of Ohio Edison Company.)

        10-26 -- APS-PEPCO Power Resale Agreement dated March 18, 1987, by and
                 among Monongahela Power Company, West Penn Power Company, and
                 The Potomac Edison Company and Potomac Electric Power Company.
                 (1987 Form 10-K, Exhibit 28-30, File No. 1-2578, of Ohio Edison
                 Company.)

        10-27 -- Pennsylvania Power Company Master Decommissioning Trust
                 Agreement for Beaver Valley Power Station and Perry Nuclear
                 Power Plant dated as of April 21, 1995. (Quarter ended June 30,
                 1995 Form 10-Q, Exhibit 10, File No. 1-3491.)

        10-28 -- Nuclear Fuel Lease dated as of March 31, 1989, between OES
                 Fuel, Incorporated, as Lessor, and Pennsylvania Power Company,
                 as Lessee. (1989 Form 10-K, Exhibit 10-39, File No. 1-3491.)

     (A) 12.5 -- Fixed Charge Ratios

     (A) 13.4 -- Penn 2003 Annual Report to Stockholders. (Only those
                 portions expressly incorporated by reference in this Form 10-K
                 are to be deemed "filed" with the Securities and Exchange
                 Commission.)

     (A) 23.2 -- Consent of Independent Accountants.

     (A) Provided herein in electronic format as an exhibit.

     (B) --      Management contract or compensatory plan contract or
                 arrangement filed pursuant to Item 601 of Regulation S-K.

                 Pursuant to Rule 14a-3(10) of the Securities Exchange Act of
                 1934, the Company will furnish any exhibit in this Report upon
                 the payment of the Company's expenses in furnishing such
                 exhibit.

3.   Exhibits - Common Exhibits to CEI and TE

Exhibit
Number

     2(a)     -- Agreement and Plan of Merger between Ohio Edison and Centerior
                 Energy dated as of September 13, 1996 (Exhibit (2)-1,
                 Form S-4 File No. 333-21011, filed by FirstEnergy).

     2(b)     -- Merger Agreement by and among Centerior Acquisition Corp.,
                 FirstEnergy and Centerior (Exhibit (2)-3, Form S-4 File No.
                 333-21011, filed by FirstEnergy).

     4(a)     -- Rights Agreement (Exhibit 4, June 25, 1996 Form 8-K, File Nos.
                 1-9130, 1-2323 and 1-3583).

     4(b)(1)  -- Form of Note Indenture between Cleveland Electric, Toledo
                 Edison and The Chase Manhattan Bank, as Trustee dated as of
                 June 13, 1997 (Exhibit 4(c), Form S-4 File No. 333-35931,
                 filed by Cleveland Electric and Toledo Edison).

     4(b)(2)  -- Form of First Supplemental Note Indenture between Cleveland
                 Electric, Toledo Edison and The Chase Manhattan Bank, as
                 Trustee dated as of June 13, 1997 (Exhibit 4(d), Form S-4 File
                 No. 333-35931, filed by Cleveland Electric and Toledo Edison).

    10b(1)(a) -- CAPCO Administration Agreement dated November 1, 1971, as of
                 September 14, 1967, among the CAPCO Group members regarding the
                 organization and procedures for implementing the objectives of
                 the CAPCO Group (Exhibit 5(p), Amendment No. 1, File
                 No. 2-42230, filed by Cleveland Electric).

                                       43

<PAGE>

Exhibit
Number
------

    10b(1)(b) -- Amendment No. 1, dated January 4, 1974, to CAPCO Administration
                 Agreement among the CAPCO Group members (Exhibit 5(c)(3),
                 File No. 2-68906, filed by Ohio Edison).

    10b(2)    -- CAPCO Transmission Facilities Agreement dated November 1, 1971,
                 as of September 14, 1967, among the CAPCO Group members
                 regarding the installation, operation and maintenance of
                 transmission facilities to carry out the objectives of the
                 CAPCO Group (Exhibit 5(q), Amendment No. 1, File No.
                 2-42230, filed by Cleveland Electric).

    10b(2)(1) -- Amendment No. 1 to CAPCO Transmission Facilities Agreement,
                 dated December 23, 1993 and effective as of January 1, 1993,
                 among the CAPCO Group members regarding requirements for
                 payment of invoices at specified times, for payment of
                 interest on non-timely paid invoices, for restricting
                 adjustment of invoices after a four-year period, and for
                 revising the method for computing the Investment
                 Responsibility charge for use of a member's transmission
                 facilities (Exhibit 10b(2)(1), 1993 Form 10-K, File Nos.
                 1-9130, 1-2323 and 1-3583).

    10b(3)    -- CAPCO Basic Operating Agreement As Amended January 1, 1993
                 among the CAPCO Group members regarding coordinated
                 operation of the members' systems (Exhibit 10b(3), 1993 Form
                 10-K, File Nos. 1-9130, 1-2323 and 1-3583).

    10b(4)    -- Agreement for the Termination or Construction of Certain
                 Agreement By and Among the CAPCO Group members, dated
                 December 23, 1993 and effective as of September 1, 1980
                 (Exhibit 10b(4), 1993 Form 10-K, File Nos. 1-9130, 1-2323
                 and 1-3583).

    10b(5)    -- Construction Agreement, dated July 22, 1974, among the CAPCO
                 Group members and relating to the Perry Nuclear Plant
                 (Exhibit 5 (yy), File No. 2-52251, filed by Toledo Edison).

    10b(6)    -- Contract, dated as of December 5, 1975, among the CAPCO
                 Group members for the construction of Beaver Valley Unit No. 2
                 (Exhibit 5 (g), File No. 2-52996, filed by Cleveland Electric).

    10b(7)    --  Amendment No. 1, dated May 1, 1977, to Contract, dated as of
                  December 5, 1975, among the CAPCO Group members for the
                  construction of Beaver Valley Unit No. 2 (Exhibit 5(d)(4),
                  File No. 2-60109, filed by Ohio Edison).

    10d(1)(a) -- Form of Collateral Trust Indenture among CTC Beaver Valley
                 Funding Corporation, Cleveland Electric, Toledo Edison and
                 Irving Trust Company, as Trustee (Exhibit 4(a), File No.
                 33-18755, filed by Cleveland Electric and Toledo Edison).

    10d(1)(b) -- Form of Supplemental Indenture to Collateral Trust Indenture
                 constituting Exhibit 10d(1)(a) above, including form of
                 Secured Lease Obligation bond (Exhibit 4(b), File No.
                 33-18755, filed by Cleveland Electric and Toledo Edison).

    10d(1)(c) -- Form of Collateral Trust Indenture among Beaver Valley II
                 Funding Corporation, The Cleveland Electric Illuminating
                 Company and The Toledo Edison Company and The Bank of New
                 York, as Trustee (Exhibit (4)(a), File No. 33-46665, filed
                 by Cleveland Electric and Toledo Edison).

    10d(1)(d) -- Form of Supplemental Indenture to Collateral Trust Indenture
                 constituting Exhibit 10d(1)(c) above, including form of
                 Secured Lease Obligation Bond (Exhibit (4)(b), File No.
                 33-46665, filed by Cleveland Electric and Toledo Edison).

    10d(2)(a) -- Form of Collateral Trust Indenture among CTC Mansfield
                 Funding Corporation, Cleveland Electric, Toledo Edison and
                 IBJ Schroder Bank & Trust Company, as Trustee (Exhibit 4(a),
                 File No. 33-20128, filed by Cleveland Electric and Toledo
                 Edison).

    10d(2)(b) -- Form of Supplemental Indenture to Collateral Trust Indenture
                 constituting Exhibit 10d(2)(a) above, including forms of
                 Secured Lease Obligation bonds (Exhibit 4(b), File No.
                 33-20128, filed by Cleveland Electric and Toledo Edison).

    10d(3)(a) -- Form of Facility Lease dated as of September 15, 1987
                 between The First National Bank of Boston, as Owner Trustee
                 under a Trust Agreement dated as of September 15, 1987 with
                 the limited partnership Owner Participant named therein,
                 Lessor, and Cleveland Electric and Toledo Edison, Lessee
                 (Exhibit 4(c), File No. 33-18755, filed by Cleveland
                 Electric and Toledo Edison).

                                       44

<PAGE>

Exhibit
Number
------

    10d(3)(b) -- Form of Amendment No. 1 to Facility Lease constituting Exhibit
                 10d(3)(a) above (Exhibit 4(e), File No. 33-18755, filed by
                 Cleveland Electric and Toledo Edison).

    10d(4)(a) -- Form of Facility Lease dated as of September 15, 1987 between
                 The First National Bank of Boston, as Owner Trustee under a
                 Trust Agreement dated as of September 15, 1987 with the
                 corporate Owner Participant named therein, Lessor, and
                 Cleveland Electric and Toledo Edison, Lessees (Exhibit 4(d),
                 File No. 33-18755, filed by Cleveland Electric and Toledo
                 Edison).

    10d(4)(b) -- Form of Amendment No. 1 to Facility Lease constituting Exhibit
                 10d(4)(a) above (Exhibit 4(f), File No. 33-18755, filed by
                 Cleveland Electric and Toledo Edison).

    10d(5)(a) -- Form of Facility Lease dated as of September 30, 1987 between
                 Meridian Trust Company, as Owner Trustee under a Trust
                 Agreement dated as of September 30, 1987 with the Owner
                 Participant named therein, Lessor, and Cleveland Electric and
                 Toledo Edison, Lessees (Exhibit 4(c), File No. 33-20128, filed
                 by Cleveland Electric and Toledo Edison).

    10d(5)(b) -- Form of Amendment No. 1 to the Facility Lease constituting
                 Exhibit 10d(5)(a) above (Exhibit 4(f), File No. 33-20128, filed
                 by Cleveland Electric and Toledo Edison).

    10d(6)(a) -- Form of Participation Agreement dated as of September 15, 1987
                 among the limited partnership Owner Participant named therein,
                 the Original Loan Participants listed in Schedule 1 thereto, as
                 Original Loan Participants, CTC Beaver Valley Fund Corporation,
                 as Funding Corporation, The First National Bank of Boston, as
                 Owner Trustee, Irving Trust Company, as Indenture Trustee, and
                 Cleveland Electric and Toledo Edison, as Lessees (Exhibit
                 28(a), File No. 33-18755, filed by Cleveland Electric and
                 Toledo Edison).

    10d(6)(b) -- Form of Amendment No. 1 to Participation Agreement constituting
                 Exhibit 10d(6)(a) above (Exhibit 28(c), File No. 33-18755,
                 filed by Cleveland Electric and Toledo Edison).

    10d(7)(a) -- Form of Participation Agreement dated as of September 15, 1987
                 among the corporate Owner Participant named therein, the
                 Original Loan Participants listed in Schedule 1 thereto, as
                 Owner Loan Participants, CTC Beaver Valley Funding Corporation,
                 as Funding Corporation, The First National Bank of Boston, as
                 Owner Trustee, Irving Trust Company, as Indenture Trustee, and
                 Cleveland Electric and Toledo Edison, as Lessees (Exhibit
                 28(b), File No. 33-18755, filed by Cleveland Electric and
                 Toledo Edison).

    10d(7)(b) -- Form of Amendment No. 1 to Participation Agreement constituting
                 Exhibit 10d(7)(a) above (Exhibit 28(d), File No. 33-18755,
                 filed by Cleveland Electric and Toledo Edison).

    10d(8)(a) -- Form of Participation Agreement dated as of September 30, 1987
                 among the Owner Participant named therein, the Original Loan
                 Participants listed in Schedule II thereto, as Owner Loan
                 Participants, CTC Mansfield Funding Corporation, Meridian Trust
                 Company, as Owner Trustee, IBJ Schroder Bank & Trust Company,
                 as Indenture Trustee, and Cleveland Electric and Toledo Edison,
                 as Lessees (Exhibit 28(a), File No. 33-0128, filed by Cleveland
                 Electric and Toledo Edison).

    10d(8)(b) -- Form of Amendment No. 1 to the Participation Agreement
                 constituting Exhibit 10d(8)(a) above (Exhibit 28(b), File No.
                 33-20128, filed by Cleveland Electric and Toledo Edison).

    10d(9)    -- Form of Ground Lease dated as of September 15, 1987 between
                 Toledo Edison, Ground Lessor, and The First National Bank of
                 Boston, as Owner Trustee under a Trust Agreement dated as of
                 September 15, 1987 with the Owner Participant named therein,
                 Tenant (Exhibit 28(e), File No. 33-18755, filed by Cleveland
                 Electric and Toledo Edison).

    10d(10)   -- Form of Site Lease dated as of September 30, 1987 between
                 Toledo Edison, Lessor, and Meridian Trust Company, as Owner
                 Trustee under a Trust Agreement dated as of September 30, 1987
                 with the Owner Participant named therein, Tenant
                 (Exhibit 28(c), File No. 33-20128, filed by Cleveland Electric
                 and Toledo Edison).

                                       45

<PAGE>

Exhibit
Number
------

    10d(11)   -- Form of Site Lease dated as of September 30, 1987 between
                 Cleveland Electric, Lessor, and Meridian Trust Company, as
                 Owner Trustee under a Trust Agreement dated as of September
                 30, 1987 with the Owner Participant named therein, Tenant
                 (Exhibit 28(d), File No. 33-20128, filed by Cleveland Electric
                 and Toledo Edison).

    10d(12)   -- Form of Amendment No. 1 to the Site Leases constituting
                 Exhibits 10d(10) and 10d(11) above (Exhibit 4(f), File No.
                 33-20128, filed by Cleveland Electric and Toledo Edison).

    10d(13)   -- Form of Assignment, Assumption and Further Agreement dated as
                 of September 15, 1987 among The First National Bank of Boston,
                 as Owner Trustee under a Trust Agreement dated as of September
                 15, 1987 with the Owner Participant named therein, Cleveland
                 Electric, Duquesne, Ohio Edison, Pennsylvania Power and Toledo
                 Edison (Exhibit 28(f), File No. 33-18755, filed by Cleveland
                 Electric and Toledo Edison).

    10d(14)   -- Form of Additional Support Agreement dated as of September 15,
                 1987 between The First National Bank of Boston, as Owner
                 Trustee under a Trust Agreement dated as of September 15, 1987
                 with the Owner Participant named therein, and Toledo Edison
                 (Exhibit 28(g), File No. 33-18755, filed by Cleveland Electric
                 and Toledo Edison).

    10d(15)   -- Form of Support Agreement dated as of September 30, 1987
                 between Meridian Trust Company, as Owner Trustee under a Trust
                 Agreement dated as of September 30, 1987 with the Owner
                 Participant named therein, Toledo Edison, Cleveland Electric,
                 Duquesne, Ohio Edison and Pennsylvania Power (Exhibit 28(e),
                 File No. 33-20128, filed by Cleveland Electric and Toledo
                 Edison).

    10d(16)   -- Form of Indenture, Bill of Sale, Instrument of Transfer and
                 Severance Agreement dated as of September 30, 1987 between
                 Toledo Edison, Seller, and The First National Bank of Boston,
                 as Owner Trustee under a Trust Agreement dated as of September
                 15, 1987 with the Owner Participant named therein, Buyer
                 (Exhibit 28(h), File No. 33-18755, filed by Cleveland Electric
                 and Toledo Edison).

    10d(17)   -- Form of Bill of Sale, Instrument of Transfer and Severance
                 Agreement dated as of September 30, 1987 between Toledo Edison,
                 Seller, and Meridian Trust Company, as Owner Trustee under a
                 Trust Agreement dated as of September 30, 1987 with the Owner
                 Participant named therein, Buyer (Exhibit 28(f), File No.
                 33-20128, filed by Cleveland Electric and Toledo Edison).

    10d(18)   -- Form of Bill of Sale, Instrument of Transfer and Severance
                 Agreement dated as of September 30, 1987 between Cleveland
                 Electric, Seller, and Meridian Trust Company, as Owner Trustee
                 under a Trust Agreement dated as of September 30, 1987 with the
                 Owner Participant named therein, Buyer (Exhibit 28(g), File No.
                 33-20128, filed by Cleveland Electric and Toledo Edison).

    10d(19)   -- Forms of Refinancing Agreement, including exhibits thereto,
                 among the Owner Participant named therein, as Owner
                 Participant, CTC Beaver Valley Funding Corporation, as Funding
                 Corporation, Beaver Valley II Funding Corporation, as New
                 Funding  Corporation, The Bank of New York, as Indenture
                 Trustee, The Bank of New York, as New Collateral Trust Trustee,
                 and The Cleveland Electric Illuminating Company and The Toledo
                 Edison Company, as Lessees (Exhibit (28)(e)(i), File No.
                 33-46665, filed by Cleveland Electric and Toledo Edison).

   10d(20)(a) -- Form of Amendment No. 2 to Facility Lease among Citicorp
                 Lescaman, Inc., Cleveland Electric and Toledo Edison (Exhibit
                 10(a), Form S-4 File No. 333-47651, filed by Cleveland
                 Electric).

   10d(20)(b) -- Form of Amendment No. 3 to Facility Lease among Citicorp
                 Lescaman, Inc., Cleveland Electric and Toledo Edison (Exhibit
                 10(b), Form S-4 File No. 333-47651, filed by Cleveland
                 Electric).

   10d(21)(a) -- Form of Amendment No. 2 to Facility Lease among US West
                 Financial Services, Inc., Cleveland Electric and Toledo Edison
                 (Exhibit 10(c), Form S-4 File No. 333-47651, filed by Cleveland
                 Electric).

   10d(21)(b) -- Form of Amendment No. 3 to Facility Lease among US West
                 Financial Services, Inc., Cleveland Electric and Toledo Edison
                 (Exhibit 10(d), Form S-4 File No. 333-47651, filed by
                 Cleveland Electric).

                                       46

<PAGE>

Exhibit
Number
------

    10d(22)   -- Form of Amendment No. 2 to Facility Lease among Midwest Power
                 Company, Cleveland Electric and Toledo Edison (Exhibit 10(e),
                 Form S-4 File No. 333-47651, filed by Cleveland Electric).

    10e(1)    -- Centerior Energy Corporation Equity Compensation Plan
                 (Exhibit 99,
                 Form S-8, File No. 33-59635).

3.   Exhibits -  Cleveland Electric Illuminating (CEI)

         3a   -- Amended Articles of Incorporation of CEI, as amended, effective
                 May 28, 1993 (Exhibit 3a, 1993 Form 10-K, File No. 1-2323).

         3b   -- Regulations of CEI, dated April 29, 1981, as amended effective
                 October 1, 1988 and April 24, 1990 (Exhibit 3b, 1990 Form 10-K,
                 File No. 1-2323).

         3c   -- Amended and Restated Code of Regulations, dated March 15, 2002.

    (B)4b(1)  -- Mortgage and Deed of Trust between CEI and Guaranty
                 Trust Company of New York (now The Chase Manhattan Bank
                 (National Association)), as Trustee, dated July 1, 1940
                 (Exhibit 7(a), File No. 2-4450).

                 Supplemental Indentures between CEI and the Trustee,
                 supplemental to Exhibit 4b(1), dated as follows:

       4b(2)  -- July 1, 1940 (Exhibit 7(b), File No. 2-4450).
       4b(3)  -- August 18, 1944 (Exhibit 4(c), File No. 2-9887).
       4b(4)  -- December 1, 1947 (Exhibit 7(d), File No. 2-7306).
       4b(5)  -- September 1, 1950 (Exhibit 7(c), File No. 2-8587).
       4b(6)  -- June 1, 1951 (Exhibit 7(f), File No. 2-8994).
       4b(7)  -- May 1, 1954 (Exhibit 4(d), File No. 2-10830).
       4b(8)  -- March 1, 1958 (Exhibit 2(a)(4), File No. 2-13839).
       4b(9)  -- April 1, 1959 (Exhibit 2(a)(4), File No. 2-14753).
       4b(10) -- December 20, 1967 (Exhibit 2(a)(4), File No. 2-30759).
       4b(11) -- January 15, 1969 (Exhibit 2(a)(5), File No. 2-30759).
       4b(12) -- November 1, 1969 (Exhibit 2(a)(4), File No. 2-35008).
       4b(13) -- June 1, 1970 (Exhibit 2(a)(4), File No. 2-37235).
       4b(14) -- November 15, 1970 (Exhibit 2(a)(4), File No. 2-38460).
       4b(15) -- May 1, 1974 (Exhibit 2(a)(4), File No. 2-50537).
       4b(16) -- April 15, 1975 (Exhibit 2(a)(4), File No. 2-52995).
       4b(17) -- April 16, 1975 (Exhibit 2(a)(4), File No. 2-53309).
       4b(18) -- May 28, 1975 (Exhibit 2(c), June 5, 1975 Form 8-A, File
                 No. 1-2323).
       4b(19) -- February 1, 1976 (Exhibit 3(d)(6), 1975 Form 10 K, File
                 No. 1-2323).
       4b(20) -- November 23, 1976 (Exhibit 2(a)(4), File No. 2-57375).
       4b(21) -- July 26, 1977 (Exhibit 2(a)(4), File No. 2-59401).
       4b(22) -- September  7, 1977 (Exhibit 2(a)(5), File No. 2-67221).
       4b(23) -- May 1, 1978 (Exhibit 2(b), June 30, 1978 Form 10-Q, File
                 No. 1-2323).
       4b(24) -- September 1, 1979 (Exhibit 2(a), September 30, 1979 Form 10-Q,
                 File No. 1-2323).
       4b(25) -- April 1, 1980 (Exhibit 4(a)(2), September 30, 1980 Form 10-Q,
                 File No. 1-2323).
       4b(26) -- April 15, 1980 (Exhibit 4(b), September 30, 1980 Form 10-Q,
                 File No. 1-2323).
       4b(27) -- May 28, 1980 (Exhibit 2(a)(4), Amendment No. 1, File
                 No. 2-67221).
       4b(28) -- June 9, 1980 (Exhibit 4(d), September 30, 1980 Form 10-Q, File
                 No. 1-2323).
       4b(29) -- December 1, 1980 (Exhibit 4(b)(29), 1980 Form 10-K, File
                 No. 1-2323).
       4b(30) -- July 28, 1981 (Exhibit 4(a), September 30, 1981, Form 10-Q,
                 File No. 1-2323).
       4b(31) -- August 1, 1981 (Exhibit 4(b), September 30, 1981, Form 10-Q,
                 File No. 1-2323).
       4b(32) -- March 1, 1982 (Exhibit 4(b)(3), Amendment No. 1, File
                 No. 2-76029).
       4b(33) -- July 15, 1982 (Exhibit 4(a), September 30, 1982 Form 10-Q, File
                  No. 1-2323).
       4b(34) -- September 1, 1982 (Exhibit 4(a)(1), September 30, 1982
                 orm 10-Q, File No. 1-2323).
       4b(35) -- November 1, 1982 (Exhibit  (a)(2), September 30, 1982
                 Form 10-Q, File No. 1-2323).
       4b(36) -- November 15, 1982 (Exhibit 4(b)(36), 1982 Form 10-K,
                 File No. 1-2323).

                                       47

<PAGE>

Exhibit
Number
------

       4b(37) -- May 24, 1983 (Exhibit 4(a), June 30, 1983 Form 10-Q,
                 File No. 1-2323).
       4b(38) -- May 1, 1984 (Exhibit 4, June 30, 1984 Form 10-Q,
                 File No. 1-2323).
       4b(39) -- May 23, 1984 (Exhibit 4, May 22, 1984 Form 8-K,
                 File No. 1-2323).
       4b(40) -- June 27, 1984 (Exhibit 4, June 11, 1984 Form 8-K,
                 File No. 1-2323).
       4b(41) -- September 4, 1984 (Exhibit 4b(41), 1984 Form 10-K,
                 File No. 1-2323).
       4b(42) -- November 14, 1984 (Exhibit 4b(42), 1984 Form 10 K,
                 File No. 1-2323).
       4b(43) -- November 15, 1984 (Exhibit 4b(43), 1984 Form 10-K,
                 File No. 1-2323).
       4b(44) -- April 15, 1985 (Exhibit 4(a), May 8, 1985 Form 8-K,
                 File No. 1-2323).
       4b(45) -- May 28, 1985 (Exhibit 4(b), May 8, 1985 Form 8-K,
                 File No. 1-2323).
       4b(46) ---August 1, 1985 (Exhibit 4, September 30, 1985 Form 10-Q,
                 File No. 1-2323).
                 File No. 1-2323).
       4b(48) -- November 1, 1985 (Exhibit 4, January 31, 1986 Form 8-K,
                 File No. 1-2323).
       4b(49) -- April 15, 1986 (Exhibit 4, March 31, 1986 Form 10-Q,
                 ile No. 1-2323).
       4b(50) -- May 14, 1986 (Exhibit 4(a), June 30, 1986 Form 10-Q,
                 File No. 1-2323).
       4b(51) -- May 15, 1986 (Exhibit 4(b), June 30, 1986 Form 10-Q,
                 File No. 1-2323).
       4b(52) -- February 25, 1987 (Exhibit 4b(52), 1986 Form 10-K,
                 File No. 1-2323).
       4b(53) -- October 15, 1987 (Exhibit 4, September 30, 1987 Form 10-Q,
                 File No. 1-2323).
       4b(54) -- February 24, 1988 (Exhibit 4b(54), 1987 Form 10-K,
                 File No. 1-2323).
       4b(55) -- September 15, 1988 (Exhibit 4b(55), 1988 Form 10-K,
                 File No. 1-2323).
       4b(56) -- May 15, 1989 (Exhibit 4(a)(2)(i), File No. 33-32724).
       4b(57) -- June 13, 1989 (Exhibit 4(a)(2)(ii), File No. 33-32724).
       4b(58) -- October 15, 1989 (Exhibit 4(a)(2)(iii), File No. 33-32724).
       4b(59) -- January 1, 1990 (Exhibit 4b(59), 1989 Form 10-K,
                 File No. 1-2323).
       4b(60) -- June 1, 1990 (Exhibit 4(a). September 30, 1990 Form 10-Q,
                 File No. 1-2323).
       4b(61) -- August 1, 1990 (Exhibit 4(b), September 30, 1990 Form 10-Q,
                 File No. 1-2323).
       4b(62) -- May 1, 1991 (Exhibit 4(a), June 30, 1991 Form 10-Q,
                 File No. 1-2323).
       4b(63) -- May 1, 1992 (Exhibit 4(a)(3), File No. 33-48845).
       4b(64) -- July 31, 1992 (Exhibit 4(a)(3), File No. 33-57292).
       4b(65) -- January 1, 1993 (Exhibit 4b(65), 1992 Form 10-K,
                 File No. 1-2323).
       4b(66) -- February 1, 1993 (Exhibit 4b(66), 1992 Form 10-K,
                 File No. 1-2323).
       4b(67) -- May 20, 1993 (Exhibit 4(a), July 14, 1993 Form 8-K,
                 File No. 1-2323).
       4b(68) -- June 1, 1993 (Exhibit 4(b), July 14, 1993 Form 8-K,
                 File No. 1-2323).
       4b(69) -- September 15, 1994 (Exhibit 4(a), September 30, 1994 Form 10-Q,
                 File No. 1-2323).
       4b(70) -- May 1, 1995 (Exhibit 4(a), September 30, 1995 Form 10-Q,
                 File No. 1-2323).
       4b(71) -- May 2, 1995 (Exhibit 4(b), September 30, 1995 Form 10-Q,
                 File No. 1-2323).
       4b(72) -- June 1, 1995 (Exhibit 4(c), September 30, 1995 Form 10-Q,
                 File No. 1-2323).
       4b(73) -- July 15, 1995 (Exhibit 4b(73), 1995 Form 10-K, File No. 1-232).
       4b(74) -- August 1, 1995 (Exhibit 4b(74), 1995 Form 10-K,
                 File No. 1-2323).
       4b(75) -- June 15, 1997 (Exhibit 4(a), Form S-4 File No. 333-35931, filed
                 by Cleveland Electric and Toledo Edison).
       4b(76) -- October 15, 1997 (Exhibit 4(a), Form S-4 File No. 333-47651,
                 filed by Cleveland Electric).
       4b(77) -- June 1, 1998 (Exhibit 4b(77), Form S-4 File No. 333-72891).
       4b(78) -- October 1, 1998 (Exhibit 4b(78), Form S-4 File No. 333-72891).
       4b(79) -- October 1, 1998 (Exhibit 4b(79), Form S-4 File No. 333-72891).
       4b(80) -- February 24, 1999 (Exhibit 4b(80), Form S-4 File
                 No. 333-72891).
       4b(81) -- September 29, 1999. (Exhibit 4b(81), 1999 Form 10-K,
                 File No. 1-2323).
       4b(82) -- January 15, 2000. (Exhibit 4b(82), 1999 Form 10-K,
                 File No. 1-2323).
       4b(83) -- May 15, 2002 (Exhibit 4b(83), 2002 Form 10-K, Fil
                 File No. 1-2323).

       4d     -- Form of Note  Indenture  between  Cleveland  Electric and The
                 Chase  Manhattan  Bank,  as Trustee  dated as of October 24,
                 1997 (Exhibit 4(b), Form S-4 File No. 333-47651, filed by
                 Cleveland Electric).

       4d(1)  -- Form of Supplemental Note Indenture between
                 Cleveland Electric and The Chase Manhattan Bank, as Trustee
                 dated as of October 24, 1997 (Exhibit 4(c), Form S-4 File No.
                 333-47651, filed by Cleveland Electric).

   (A) 4-1    -- Indenture dated as of December 1, 2003 between CEI and JPMorgan
                 Chase Bank, as Trustee.

                                       48

                                     <PAGE>

Exhibit
Number
------

       10-1   -- Administration Agreement between the CAPCO Group dated as of
                 September 14, 1967. (Registration No. 2-43102,
                 Exhibit 5(c)(2).)

       10-2   -- Amendment  No. 1  dated  January 4,  1974  to  Administration
                 Agreement  between  the  CAPCO  Group  dated  as  of
                 September 14, 1967. (Registration No. 2-68906,
                 Exhibit 5(c)(3).)

       10-3   -- Transmission Facilities Agreement between the CAPCO Group dated
                 as of September 14, 1967. (Registration No. 2-43102, Exhibit
                 5(c)(3).)

       10-4   -- Amendment No. 1 dated as of January 1, 1993 to Transmission
                 Facilities Agreement between the CAPCO Group dated as of
                 September 14, 1967. (1993 Form 10-K, Exhibit 10-4.)

       10-5   --  Agreement for the Termination or Construction of Certain
                 Agreements effective September 1, 1980, October 15, 1997
                 (Exhibit 4(a), Form S-4 File No. 333-47651, filed by Cleveland
                 Electric).

    (A)12.3   -- Consolidated fixed charge ratios.

    (A)13.2   -- CEI 2003 Annual Report to Stockholders. (Only those
                 portions expressly incorporated by reference in this
                 Form 10-K are to be deemed "filed" with the SEC.)

    (A)21.2   -- List of Subsidiaries of the Registrant at December 31, 2003.

    (A)  Provided herein in electronic format as an exhibit.

    (B)       -- Pursuant to paragraph (b)(4)(iii)(A) of Item 601 of Regulation
                 S-K, CEI has not filed as an exhibit to this Form 10-K any
                 instrument with respect to long-term debt if the total amount
                 of securities authorized thereunder does not exceed 10% of the
                 total assets of CEI, but hereby agrees to furnish to the
                 Commission on request any such instruments.

3.   Exhibits - Toledo Edison (TE)

Exhibit
Number

       3a     -- Amended Articles of Incorporation of TE, as amended effective
                 October 2, 1992 (Exhibit 3a,  1992 Form 10-K, File No. 1-3583).

       3b     -- Amended and Restated Code of Regulations, dated March 15, 2002.
                 (2001 Form 10-K, Exhibit 3b)

    (B)4b(1) b-- Indenture, dated as of April 1, 1947, between TE and The
                 Chase National Bank of the City of New York (now The Chase
                 Manhattan Bank (National Association)) (Exhibit 2(b),
                 File No. 2-26908).

       4b(2)  --  September 1, 1948 (Exhibit 2(d), File No. 2-26908).
       4b(3)  --  April 1, 1949 (Exhibit 2(e), File No. 2-26908).
       4b(4)  --  December 1, 1950 (Exhibit 2(f), File No. 2-26908).
       4b(5)  --  March 1, 1954 (Exhibit 2(g), File No. 2-26908).
       4b(6)  --  February 1, 1956 (Exhibit 2(h), File No. 2-26908).
       4b(7)  --  May 1, 1958 (Exhibit 5(g), File No. 2-59794).
       4b(8)  --  August 1, 1967 (Exhibit 2(c), File No. 2-26908).
       4b(9)  --  November 1, 1970 (Exhibit 2(c), File No. 2-38569).
       4b(10) --  August 1, 1972 (Exhibit 2(c), File No. 2-44873).
       4b(11) --  November 1, 1973 (Exhibit 2(c), File No. 2-49428).
       4b(12) --  July 1, 1974 (Exhibit 2(c), File No. 2-51429).
       4b(13) --  October 1, 1975 (Exhibit 2(c), File No. 2-54627).
       4b(14) --  June 1, 1976 (Exhibit 2(c), File No. 2-56396).
       4b(15) --  October 1, 1978 (Exhibit 2(c), File No. 2-62568).
       4b(16) --  September 1, 1979 (Exhibit 2(c), File No. 2-65350).
       4b(17) --  September 1, 1980 (Exhibit 4(s), File No. 2-69190).
       4b(18) --  October 1, 1980 (Exhibit 4(c), File No. 2-69190).
       4b(19) --  April 1, 1981 (Exhibit 4(c), File No. 2-71580).

                                       49

<PAGE>

Exhibit
Number
------

       4b(20) -- November 1, 1981 (Exhibit 4(c), File No. 2-74485).
       4b(21) -- June 1, 1982 (Exhibit 4(c), File No. 2-77763).
       4b(22) -- September 1, 1982 (Exhibit 4(x), File No. 2-87323).
       4b(23) -- April 1, 1983 (Exhibit 4(c), March 31, 1983, Form 10-Q, File
                 No. 1-3583).
       4b(24) -- December 1, 1983 (Exhibit 4(x), 1983 Form 10-K, File
                 No. 1-3583).
       4b(25) -- April 1, 1984 (Exhibit 4(c), File No. 2-90059).
       4b(26) -- October 15, 1984 (Exhibit 4(z), 1984 Form 10-K, File
                 No. 1-3583).
       4b(27) -- October 15, 1984 (Exhibit 4(aa), 1984 Form 10-K, File
                 No. 1-3583).
       4b(28) -- August 1, 1985 (Exhibit 4(dd), File No. 33-1689).
       4b(29) -- August 1, 1985 (Exhibit 4(ee), File No. 33-1689).
       4b(30) -- December 1, 1985 (Exhibit 4(c), File No. 33-1689).
       4b(31) -- March 1, 1986 (Exhibit 4b(31), 1986 Form 10-K, File
                 No. 1-3583).
       4b(32) -- October 15, 1987 (Exhibit 4, September 30, 1987 Form 10-Q, File
                 No. 1-3583).
       4b(33) -- September 15, 1988 (Exhibit 4b(33), 1988 Form 10-K, File
                 No. 1-3583).
       4b(34) -- June 15, 1989 (Exhibit 4b(34), 1989 Form 10-K, File
                 No. 1-3583).
       4b(35) -- October 15, 1989 (Exhibit 4b(35), 1989 Form 10-K, File
                 No. 1-3583).
       4b(36) -- May 15, 1990 (Exhibit 4, June 30, 1990 Form 10-Q, File
                 No. 1-3583).
       4b(37) -- March 1, 1991 (Exhibit 4(b), June 30, 1991 Form 10-Q, File
                 No. 1-3583).
       4b(38) -- May 1, 1992 (Exhibit 4(a)(3), File No. 33-48844).
       4b(39) -- August 1, 1992 (Exhibit 4b(39), 1992 Form 10-K, File
                 No. 1-3583).
       4b(40) -- October 1, 1992 (Exhibit 4b(40), 1992 Form 10-K, File
                 No. 1-3583).
       4b(41) -- January 1, 1993 (Exhibit 4b(41), 1992 Form 10-K, File
                 No. 1-3583).
       4b(42) -- September 15, 1994 (Exhibit 4(b), September 30, 1994 Form 10-Q,
                 File No. 1-3583).
                 No. 1-3583).
       4b(44) -- June 1, 1995 (Exhibit 4(e), September 30, 1995 Form 10-Q, File
                 No. 1-3583).
       4b(45) -- July 14, 1995 (Exhibit 4(f), September 30, 1995 Form 10-Q, File
                 No. 1-3583).
       4b(46) -- July 15, 1995 (Exhibit 4(g), September 30, 1995 Form 10-Q, File
                 No. 1-3583).
       4b(47) -- August 1, 1997 (Exhibit 4b(47), 1998 Form 10-K, Fil
                 No. 1-3583).
       4b(48) -- June 1, 1998 (Exhibit 4b (48), 1998 Form 10-K, File
                 No. 1-3583).
       4b(49) -- January 15, 2000 (Exhibit 4b(49), 1999 Form 10-K, File
                 No 1-3583).
       4b(50) -- May 1, 2000 (Exhibit 4b(50), 2000 Form 10-K, File No. 1-3583).
       4b(51) -- September 1, 2000 (Exhibit 4b(51), 2002 Form 10-K, File
                 No. 1-3583).
       4b(52) -- October 1, 2002 (Exhibit 4b(52), 2002 Form 10-K, File
                 No. 1-3583).
   (A) 4b(53) -- April 1, 2003 (Exhibit 4b(53).

    (A) 12.4  -- Consolidated fixed charge ratios.

    (A) 13.3  -- TE 2003 Annual  Report to  Stockholders.  (Only those  portions
                 expressly  incorporated  by reference in this Form 10-K are to
                 be deemed "filed" with the SEC.)

    (A) 21.3  --   List of Subsidiaries of the Registrant at December 31, 2003.

    (A)  Provided herein in electronic format as an exhibit.

    (B)       -- Pursuant to paragraph (b)(4)(iii)(A) of Item 601 of Regulation
                 S-K, TE has not filed as an exhibit to this Form 10-K any
                 instrument with respect to long-term debt if the total amount
                 of securities authorized thereunder does not exceed 10% of the
                 total assets of TE, but hereby agrees to furnish to the
                 Commission on request any such instruments.

3.   Exhibits - Combined Exhibits for JCP&L, Met-Ed and Penelec

Exhibit
Number

        3-A   -- Restated Certificate of Incorporation of JCP&L, as amended -
                 Incorporated by reference to Exhibit 3-A, 1990 Annual Report on
                 Form 10-K, SEC File No. 1-3141.

        3-A-1 -- Certificate of Amendment to Restated Certificate of
                 Incorporation of JCP&L, dated June 19, 1992 - Incorporated by
                 reference to Exhibit A-2(a), Certificate Pursuant to Rule 24,
                 SEC File No. 70-7949.

                                       50

<PAGE>

Exhibit
Number
------

        3-A-2 -- Certificate of Amendment to Restated Certificate of
                 Incorporation of JCP&L, dated June 19, 1992 - Incorporated by
                 reference to Exhibit A-2(a)(i), Certificate Pursuant to
                 Rule 24, SEC File No. 70-7949.

        3-B   -- By-Laws of JCP&L, as amended May 25, 1993 - Incorporated by
                 reference to Exhibit 3-B, 1993 Annual Report on Form 10-K, SEC
                 File No. 1-3141.

        3-C   -- Restated Articles of Incorporation of Met-Ed, dated March 8,
                 1999 - Incorporated by reference to Exhibit 3-E, 1999 Annual
                 Report on Form 10-K, SEC File No. 1-446.

        3-D   -- By-Laws of Met-Ed as amended May 16, 2000.

        3-E   -- Restated Articles of Incorporation of Penelec, dated March 8,
                 1999 - Incorporated by reference to Exhibit 3-G, 1999 Annual
                 Report on Form 10-K, SEC File No. 1-3522.

        3-F   -- By-Laws of Penelec as amended May 16, 2000.

        4-A   -- Indenture of JCP&L, dated March 1, 1946, between JCP&L and
                 United States Trust Company of New York, Successor Trustee, as
                 amended and supplemented by eight supplemental indentures dated
                 December 1, 1948 through June 1, 1960 - Incorporated by
                 reference to JCP&L's Instruments of Indebtedness Nos. 1 to 7,
                 inclusive, and 9 and 10 filed as part of Amendment No. 1 to
                 1959 Annual Report of GPU on Form U5S, SEC File Nos. 30-126 and
                 1-3292.

        4-A-1 -- Ninth Supplemental Indenture of JCP&L, dated November 1, 1962 -
                 Incorporated by reference to Exhibit 2-C, Registration No.
                 2-20732.

        4-A-2 -- Tenth Supplemental Indenture of JCP&L, dated October 1, 1963 -
                 Incorporated by reference to Exhibit 2-C, Registration No.
                 2-21645.

        4-A-3 -- Eleventh Supplemental Indenture of JCP&L, dated October 1, 1964
                 - Incorporated by reference to Exhibit 5-A-3, Registration No.
                 2-59785.

        4-A-4 -- Twelfth Supplemental Indenture of JCP&L, dated November 1, 1965
                 - Incorporated by reference to Exhibit 5-A-4, Registration No.
                 2-59785.

        4-A-5 -- Thirteenth Supplemental Indenture of JCP&L, dated August 1,
                 1966 - Incorporated by reference to Exhibit 4-C, Registration
                 No. 2-25124.

        4-A-6 -- Fourteenth Supplemental Indenture of JCP&L, dated September 1,
                 1967 - Incorporated by reference to Exhibit 5-A-6, Registration
                 No. 2-59785.

        4-A-7 -- Fifteenth Supplemental Indenture of JCP&L, dated October 1,
                 1968 - Incorporated by reference to Exhibit 5-A-7, Registration
                 No. 2-59785.

        4-A-8 -- Sixteenth Supplemental Indenture of JCP&L, dated October 1,
                 1969 - Incorporated by reference to Exhibit 5-A-8, Registration
                 No. 2-59785.

        4-A-9 -- Seventeenth Supplemental Indenture of JCP&L, dated June 1, 1970
                 - Incorporated by reference to Exhibit 5-A-9, Registration No.
                 2-59785.

       4-A-10 -- Eighteenth Supplemental Indenture of JCP&L, dated December 1,
                 1970 - Incorporated by reference to Exhibit 5-A-10,
                 Registration No. 2-59785.

       4-A-11 -- Nineteenth Supplemental Indenture of JCP&L, dated February 1,
                 1971 - Incorporated by reference to Exhibit 5-A-11,
                 Registration No. 2-59785.

       4-A-12 -- Twentieth Supplemental Indenture of JCP&L, dated November 1,
                 1971 - Incorporated by reference to Exhibit 5-A-12,
                 Registration No. 2-59875.

       4-A-13 -- Twenty-first Supplemental Indenture of JCP&L, dated August 1,
                 1972 - Incorporated by reference to Exhibit 5-A-13,
                 Registration No. 2-59785.

                                       51

<PAGE>

Exhibit
Number
------

       4-A-14 -- Twenty-second Supplemental Indenture of JCP&L, dated August 1,
                 1973 - Incorporated by reference to Exhibit 5-A-14,
                 Registration No. 2-59785.

       4-A-15 -- Twenty-third Supplemental Indenture of JCP&L, dated October 1,
                 1973 - Incorporated  by reference to Exhibit A-15, Registration
                 No. 2-59785.

       4-A-16 -- Twenty-fourth Supplemental Indenture of JCP&L, dated
                 December 1, 1973 - Incorporated by reference to Exhibit 5-A-16,
                 Registration No. 2-59785.

       4-A-17 -- Twenty-fifth Supplemental Indenture of JCP&L, dated November 1,
                 1974 - Incorporated by reference to Exhibit 5-A-17,
                 Registration No. 2-59785.

       4-A-18 -- Twenty-sixth Supplemental Indenture of JCP&L, dated March 1,
                 1975 -  Incorporated  by reference to Exhibit 5-A-18,
                 Registration No. 2-59785.

       4-A-19 -- Twenty-seventh Supplementa Indenture of JCP&L, dated July 1,
                 1975 -  Incorporated  by reference to Exhibit 5-A-19,
                 Registration No. 2-59785.

       4-A-20 -- Twenty-eighth Supplemental Indenture of JCP&L, dated October 1,
                 1975 - Incorporated by reference to Exhibit 5-A-20,
                 Registration No. 2-59785.

       4-A-21 -- Twenty-ninth Supplemental Indenture of JCP&L, dated February 1,
                 1976 - Incorporated by reference to Exhibit 5-A-21,
                 Registration No. 2-59785.

       4-A-22 -- Supplemental Indenture No. 29A of JCP&L, dated May 31, 1976 -
                 Incorporated by reference to Exhibit 5-A-22, Registration
                 No. 2-59785.

       4-A-23 -- Thirtieth Supplemental Indenture of JCP&L, dated June 1, 1976 -
                 Incorporated by reference to Exhibit 5-A-23, Registration
                 No. 2-59785.

       4-A-24 -- Thirty-first Supplemental Indenture  of JCP&L, dated May 1,
                 1977 - Incorporated by reference to Exhibit 5-A-24,
                 Registration No. 2-59785.

       4-A-25 -- Thirty-second Supplemental Indenture of JCP&L, dated
                 January 20, 1978 - Incorporated by reference to Exhibit 5-A-25,
                 Registration No. 2-60438.

       4-A-26 -- Thirty-third Supplemental Indenture of JCP&L, dated January 1,
                 1979 - Incorporated  by reference to Exhibit  A-20(b),
                 Certificate Pursuant to Rule 24, SEC File No. 70-6242.

       4-A-27 -- Thirty-fourth  Supplemental Indenture of JCP&L, dated June 1,
                 1979 - Incorporated by reference to Exhibit A-28, Certificate
                 Pursuant to Rule 24, SEC File No. 70-6290.

       4-A-28 -- Thirty-sixth Supplemental Indenture of JCP&L, dated October 1,
                 1979 - Incorporated by reference to Exhibit A-30, Certificate
                 Pursuant to Rule 24, SEC File No. 70-6354.

       4-A-29 -- Thirty-seventh  Supplemental  Indenture  of JCP&L,  dated
                 September 1, 1984 - Incorporated by reference to
                 Exhibit A-1(cc), Certificate Pursuant to Rule 24, SEC File
                 No. 70-7001.

       4-A-30 -- Thirty-eighth Supplemental Indenture  of JCP&L, dated July 1,
                 1985 - Incorporated by reference to Exhibit A-1(dd),
                 Certificate Pursuant to Rule 24, SEC File No. 70-7109.

       4-A-31 -- Thirty-ninth Supplemental Indenture  of JCP&L, dated April 1,
                 1988 - Incorporated by reference to Exhibit A-1(a),
                 Certificate Pursuant to Rule 24, SEC File No. 70-7263.

       4-A-32 -- Fortieth Supplemental Indenture of JCP&L, dated June 14, 1988 -
                 Incorporated by reference to Exhibit A-1(ff), Certificate
                 Pursuant to Rule 24, SEC File No. 70-7603.

       4-A-33 -- Forty-first Supplemental Indenture of JCP&L, dated April 1,
                 1989 - Incorporated by reference to Exhibit A-1(gg),
                 Certificate Pursuant to Rule 24, SEC File No. 70-7603.

       4-A-34 -- Forty-second Supplemental Indenture of JCP&L, dated July 1,
                 1989 - Incorporated by reference to Exhibit A-1(hh),
                 Certificate Pursuant to Rule 24, SEC File No. 70-7603.

                                       52

<PAGE>

Exhibit
Number
------

       4-A-35 -- Forty-third Supplemental Indenture of JCP&L, dated March 1,
                 1991 - Incorporated by reference to Exhibit 4-A-35,
                 Registration No. 33-45314.

       4-A-36 -- Forty-fourth Supplemental Indenture of JCP&L, dated March 1,
                 1992 - Incorporated by reference to Exhibit 4-A-36,
                 Registration No. 33-49405.

       4-A-37 -- Forty-fifth Supplemental Indenture of JCP&L, dated October 1,
                 1992 - Incorporated by reference to Exhibit 4-A-37,
                 Registration No. 33-49405.

       4-A-38 -- Forty-sixth Supplemental Indenture of JCP&L, dated April 1,
                 1993 - Incorporated by reference to Exhibit C-15, 1992 Annual
                 Report of GPU on Form U5S, SEC File No. 30-126.

       4-A-39 -- Forty-seventh Supplemental Indenture of JCP&L, dated April 10,
                 1993 - Incorporated  by reference to Exhibit C-16, 1992
                 Annual Report of GPU on Form U5S, SEC File No. 30-126.

       4-A-40 -- Forty-eighth Supplemental Indenture of JCP&L, dated April 15,
                 1993 - Incorporated by reference to Exhibit C-17, 1992 Annual
                 Report of GPU on Form U5S, SEC File No. 30-126.

       4-A-41 -- Forty-ninth Supplemental Indenture of JCP&L, dated October 1,
                 1993 - Incorporated by reference to Exhibit C-18, 1993 Annual
                 Report of GPU on Form U5S, SEC File No. 30-126.

       4-A-42 -- Fiftieth Supplemental Indenture of JCP&L, dated August 1,
                 1994 - Incorporated by reference to Exhibit C-19, 1994 Annual
                 Report of GPU on Form U5S, SEC File No. 30-126.

       4-A-43 -- Fifty-first Supplemental Indenture of JCP&L, dated August 15,
                 1996 - Incorporated by reference to Exhibit 4-A-43, 1996 Annual
                 Report on Form 10-K, SEC File No. 1-6047.

       4-A-44 -- Fifty-second Supplemental Indenture of JCP&L, dated July 1,
                 1999 - Incorporated by reference to Exhibit 4-B-44,
                 Registration No. 333-88783.

       4-A-45 -- Fifty-third Supplemental Indenture of JCP&L, dated November 1,
                 1999 - Incorporated by reference to Exhibit 4-A-45, 1999 Annual
                 Report on Form 10-K, SEC File No. 1-3141.

       4-A-46 -- Subordinated Debenture Indenture of JCP&L, dated May 1, 1995 -
                 Incorporated by reference to Exhibit A-8(a), Certificate
                 Pursuant to Rule 24, SEC File No. 70-8495.

       4-A-47 -- Fifty-fourth Supplemental Indenture of JCP&L, dated November 7,
                 2001.

       4-B    -- Indenture of Met-Ed, dated November 1, 1944, between Met-Ed and
                 United States Trust Company of New York, Successor Trustee, as
                 amended and supplemented by fourteen supplemental indentures
                 dated February 1, 1947 through May 1, 1960 - Incorporated by
                 reference to Met-Ed's Instruments of Indebtedness Nos. 1 to 14
                 inclusive, and 16, filed as part of Amendment No. 1 to 1959
                 Annual Report of GPU on Form U5S, SEC File Nos. 30-126 and
                 1-3292.

       4-B-1  -- Supplemental Indenture of Met-Ed, dated December 1, 1962 -
                 Incorporated by reference to Exhibit 2-E(1), Registration No.
                 2-59678.

       4-B-2  -- Supplemental Indenture of Met-Ed, dated March 20, 1964 -
                 Incorporated by reference to Exhibit 2-E(2), Registration No.
                 2-59678.

       4-B-3  -- Supplemental Indenture of Met-Ed, dated July 1, 1965 -
                 Incorporated by reference to Exhibit 2-E(3), Registration No.
                 2-59678.

       4-B-4  -- Supplemental Indenture of Met-Ed, dated June 1, 1966 -
                 Incorporated by reference to Exhibit 2-B-4, Registration No.
                 2-24883.

       4-B-5  -- Supplemental Indenture of Met-Ed, dated March 22, 1968 -
                 Incorporated by reference to Exhibit 4-C-5, Registration No.
                 2-29644.

       4-B-6  -- Supplemental Indenture of Met-Ed, dated September 1, 1968 -
                 Incorporated by reference to Exhibit 2-E(6), Registration No.
                 2-59678.

                                       53

<PAGE>

Exhibit
Number
------

       4-B-7  -- Supplemental Indenture of Met-Ed, dated August 1, 1969 -
                 Incorporated by reference to Exhibit 2-E(7), Registration
                 No. 2-59678.

       4-B-8  -- Supplemental Indenture of Met-Ed, dated November 1, 1971 -
                 Incorporated by reference to Exhibit 2-E(8), Registration No.
                 2-59678.

       4-B-9  -- Supplemental Indenture of Met-Ed, dated May 1, 1972 -
                 Incorporated by reference to Exhibit 2-E(9), Registration No.
                 2-59678.

       4-B-10 -- Supplemental Indenture of Met-Ed, dated December 1, 1973 -
                 Incorporated by reference to Exhibit 2-E(10), Registration No.
                 2-59678.

       4-B-11 -- Supplemental Indenture of Met-Ed, dated October 30, 1974 -
                 Incorporated by reference to Exhibit 2-E(11), Registration No.
                 2-59678.

       4-B-12 -- Supplemental Indenture of Met-Ed, dated October 31, 1974 -
                 Incorporated by reference to Exhibit 2-E(12), Registration No.
                 2-59678.

       4-B-13 -- Supplemental Indenture of Met-Ed, dated March 20, 1975 -
                 Incorporated by reference to Exhibit 2-E(13), Registration No.
                 2-59678.

       4-B-14 -- Supplemental Indenture of Met-Ed, dated September 25, 1975 -
                 Incorporated by reference to Exhibit 2-E(15), Registration No.
                 2-59678.

       4-B-15 -- Supplemental Indenture of Met-Ed, dated January 12, 1976 -
                 Incorporated by reference to Exhibit 2-E(16), Registration No.
                 2-59678.

       4-B-16 -- Supplemental Indenture of Met-Ed, dated March 1, 1976 -
                 Incorporated by reference to Exhibit 2-E(17), Registration No.
                 2-59678.

       4-B-17 -- Supplemental Indenture of Met-Ed, dated September 28, 1977 -
                 Incorporated by reference to Exhibit 2-E(18), Registration No.
                 2-62212.

       4-B-18 -- Supplemental Indenture of Met-Ed, dated January 1, 1978 -
                 Incorporated by reference to Exhibit 2-E(19), Registration No.
                 2-62212.

       4-B-19 -- Supplemental Indenture of Met-Ed, dated September 1, 1978 -
                 Incorporated by reference to Exhibit 4-A(19), Registration No.
                 33-48937.

       4-B-20 -- Supplemental Indenture of Met-Ed, dated June 1, 1979 -
                 Incorporated by reference to Exhibit 4-A(20), Registration No.
                 33-48937.

       4-B-21 -- Supplemental Indenture of Met-Ed, dated January 1, 1980 -
                 Incorporated by reference to Exhibit 4-A(21), Registration No.
                 33-48937.

       4-B-22 -- Supplemental Indenture of Met-Ed, dated September 1, 1981 -
                 Incorporated by reference to Exhibit 4-A(22), Registration No.
                 33-48937.

       4-B-23 -- Supplemental Indenture of Met-Ed, dated September 10, 1981 -
                 Incorporated by reference to Exhibit 4-A(23), Registration No.
                 33-48937.

       4-B-24 -- Supplemental Indenture of Met-Ed, dated December 1, 1982 -
                 Incorporated by reference to Exhibit 4-A(24), Registration No.
                 33-48937.

       4-B-25 -- Supplemental Indenture of Met-Ed, dated September 1, 1983 -
                 Incorporated by reference to Exhibit 4-A(25), Registration No.
                 33-48937.

       4-B-26 -- Supplemental Indenture of Met-Ed, dated September 1, 1984 -
                 Incorporated by reference to Exhibit 4-A(26), Registration No.
                 33-48937.

       4-B-27 -- Supplemental Indenture of Met-Ed, dated March 1, 1985 -
                 Incorporated by reference to Exhibit 4-A(27), Registration No.
                 33-48937.

                                       54

<PAGE>

Exhibit
Number
------

       4-B-28 -- Supplemental Indenture of Met-Ed, dated September 1, 1985 -
                 Incorporated by reference to Exhibit 4-A(28), Registration No.
                 33-48937.

       4-B-29 -- Supplemental Indenture of Met-Ed, dated June 1, 1988 -
                 Incorporated by reference to Exhibit 4-A(29), Registration No.
                 33-48937.

       4-B-30 -- Supplemental Indenture of Met-Ed, dated April 1, 1990 -
                 Incorporated by reference to Exhibit 4-A(30), Registration No.
                 33-48937.

       4-B-31 -- Amendment dated May 22, 1990 to Supplemental Indenture of
                 Met-Ed, dated April 1, 1990 - Incorporated by reference to
                 Exhibit 4-A(31), Registration No. 33-48937.

       4-B-32 -- Supplemental Indenture of Met-Ed, dated September 1, 1992 -
                 Incorporated by reference to Exhibit 4-A(32)(a), Registration
                 No. 33-48937.

       4-B-33 -- Supplemental Indenture of Met-Ed, dated December 1, 1993 -
                 Incorporated by reference to Exhibit C-58, 1993 Annual Report
                 of GPU on Form U5S, SEC File No. 30-126.

       4-B-34 -- Supplemental Indenture of Met-Ed, dated July 15, 1995 -
                 Incorporated by reference to Exhibit 4-B-35, 1995 Annual Report
                 on Form 10-K, SEC File No. 1-446.

       4-B-35 -- Supplemental Indenture of Met-Ed, dated August 15, 1996 -
                 Incorporated by reference to Exhibit 4-B-35, 1996 Annual Report
                 on Form 10-K, SEC File No. 1-446.

       4-B-36 -- Supplemental Indenture of Met-Ed, dated May 1, 1997 -
                 Incorporated by reference to Exhibit 4-B-36, 1997 Annual Report
                 on Form 10-K, SEC File No. 1-446.

       4-B-37 -- Supplemental Indenture of Met-Ed, dated July 1, 1999 -
                 Incorporated by reference to Exhibit 4-B-38, 1999 Annual Report
                 on Form 10-K, SEC File No. 1-446.

       4-B-38 -- Indenture between Met-Ed and United States Trust Company of New
                 York, dated May 1, 1999 - Incorporated by reference to Exhibit
                 A-11(a), Certificate Pursuant to Rule 24, SEC File No. 70-9329.

       4-B-39 -- Senior Note Indenture between Met-Ed and United States Trust
                 Company of New York, dated July 1, 1999 Incorporated by
                 reference to Exhibit C-154 to GPU, Inc.'s Annual Report on Form
                 U5S for the year 1999, SEC File No. 30-126.

       4-B-40 -- First Supplemental Indenture between Met-Ed and United States
                 Trust Company of New York, dated August 1, 2000 - Incorporated
                 by reference to Exhibit 4-A, June 30, 2000 Quarterly Report on
                 Form 10-Q, SEC File No. 1-446.

       4-B-41 -- Supplemental Indenture of Met-Ed, dated May 1, 2001.

   (A) 4-B-42 -- Supplemental Indenture of Met-Ed, dated March 1,2003.

       4-C    -- Mortgage and Deed of Trust of Penelec, dated January 1, 1942,
                 between Penelec and United States Trust Company of New York,
                 Successor Trustee, and indentures supplemental thereto dated
                 March 7, 1942 through May 1, 1960 - Incorporated by reference
                 to Penelec's Instruments of Indebtedness Nos. 1-20, inclusive,
                 filed as a part of Amendment No. 1 to 1959 Annual Report of GPU
                 on Form U5S, SEC File Nos. 30-126 and 1-3292.

       4-C-1  -- Supplemental Indentures to Mortgage and Deed of Trust of
                 Penelec, dated May 1, 1961 through December 1, 1977 -
                 Incorporated by reference to Exhibit 2-D(1) to 2-D(19),
                 Registration No. 2-61502.

       4-C-2  -- Supplemental Indenture of Penelec, dated June 1, 1978 -
                 Incorporated by reference to Exhibit 4-A(2), Registration No.
                 33-49669.

       4-C-3  -- Supplemental Indenture of Penelec, dated June 1, 1979 -
                 Incorporated by reference to Exhibit 4-A(3), Registration No.
                 33-49669.

                                       55

<PAGE>

Exhibit
Number
------

       4-C-4  -- Supplemental Indenture of Penelec, dated September 1, 1984 -
                 Incorporated by reference to Exhibit 4-A(4), Registration No.
                 33-49669.

       4-C-5  -- Supplemental Indenture of Penelec, dated December 1, 1985 -
                 Incorporated by reference to Exhibit 4-A(5), Registration No.
                 33-49669.

       4-C-6  -- Supplemental Indenture of Penelec, dated December 1, 1986 -
                 Incorporated by reference to Exhibit 4-A(6), Registration No.
                 33-49669.

       4-C-7  -- Supplemental Indenture of Penelec, dated May 1, 1989 -
                 Incorporated by reference to Exhibit 4-A(7), Registration No.
                 33-49669.

       4-C-8  -- Supplemental Indenture of Penelec, dated December 1, 1990 -
                 Incorporated by reference to Exhibit 4-A(8), Registration No.
                 33-45312.

       4-C-9  -- Supplemental Indenture of Penelec, dated March 1, 1992 -
                 Incorporated by reference to Exhibit 4-A(9), Registration No.
                 33-45312.

       4-C-10 -- Supplemental Indenture of Penelec, dated June 1, 1993 -
                 Incorporated by reference to Exhibit C-73, 1993 Annual Report
                 of GPU on Form U5S, SEC File No. 30-126.

       4-C-11 -- Supplemental Indenture of Penelec, dated November 1, 1995 -
                 Incorporated by reference to Exhibit 4-C-11, 1995 Annual Report
                 on Form 10-K, SEC File No.1-3522.

       4-C-12 -- Supplemental Indenture of Penelec, dated August 15, 1996 -
                 Incorporated by reference to Exhibit 4-C-12, 1996 Annual Report
                 on Form 10-K, SEC File No. 1-3522.

       4-C-13 -- Senior Note Indenture between Penelec and United States Trust
                 Company of New York, dated April 1, 1999 - Incorporated by
                 reference to Exhibit 4-C-13, 1999 Annual Report on Form 10-K,
                 SEC File No. 1-3522.

       4-C-14 -- Indenture between Penelec and United States Trust Company of
                 New York, dated June 1, 1999 - Incorporated by reference to
                 No. 70-9327.

       4-C-15 -- First Supplemental Indenture between Penelec and United States
                 Trust Company of New York, dated August 1, 2000 - Incorporated
                 by reference to Exhibit 4-B, June 30, 2000 Quarterly Report on
                 Form 10-Q, SEC File No. 1-3522.

       4-C-16 -- Supplemental Indenture of Penelec, dated May 1, 2001.

       4-C-17 -- Supplemental Indenture No. 1 of Penelec, dated May 1, 2001.

       4-D    -- Amended and Restated Limited Partnership Agreement of JCP&L
                 Capital, L.P., dated May 11, 1995 - Incorporated by reference
                 to Exhibit A-5(a), Certificate Pursuant to Rule 24, SEC File
                 No. 70-8495.

       4-E    -- Action Creating Series A Preferred Securities of JCP&L Capital,
                 L.P., dated May 11, 1995 - Incorporated by reference to Exhibit
                 A-6(a), Certificate Pursuant to Rule 24, SEC File No. 70-8495.

       4-F    -- Payment and Guarantee Agreement of JCP&L, dated May 18, 1995 -
                 Incorporated by reference to Exhibit B-1(a), Certificate
                 Pursuant to Rule 24, SEC File No. 70-8495.

       4-G    -- Payment and Guarantee Agreement of Met-Ed, dated May 28, 1999 -
                 Incorporated by reference to Exhibit B-1(a), Certificate
                 Pursuant to Rule 24, SEC No. 70-9329.

       4-H    -- Amendment No. 1 to Payment and Guarantee Agreement of Met-Ed,
                 dated November 23, 1999 - Incorporated by reference to Exhibit
                 4-H, 1999 Annual Report on Form 10-K, SEC File No. 1-446.

       4-I    -- Payment and Guarantee Agreement of Penelec, dated June 16, 1999
                 - Incorporated by reference to Exhibit B-1(a), Certificate
                 Pursuant to Rule 24, SEC File No. 70-9327.

                                       56

<PAGE>

Exhibit
Number
------

       4-J    -- Amendment No. 1 to Payment and Guarantee Agreement of Penelec,
                 dated November 23, 1999 - Incorporated by reference to Exhibit
                 4-J, 1999 Annual Report on Form 10-K, SEC File No. 1-3522.

  *   10-A    -- Deferred Remuneration Plan for Outside Directors of Jersey
                 Central Power & Light Company, as amended and restated
                 effective August 8, 2000. (2000 Form 10-K, Exhibit 10-H, File
                 No. 1-3141, Jersey Central Power & Light Company.)

      10-B    -- Form of Amendment, effective November 7, 2001, to Deferred
                 Remuneration Plan for Outside Directors of Jersey Central Power
                 and Light Company.

  (A) 12.6    -- Consolidated fixed charge ratios - JCP&L.

  (A) 12.7    -- Consolidated fixed charge ratios - Met-Ed.

  (A) 12.8    -- Consolidated fixed charge ratios - Penelec.

  (A) 13.5    -- JCP&L 2003 Annual Report to Stockholders (Only those portions
                 expressly incorporated by reference in this Form 10-K are to be
                 deemed "filed" with SEC.)

  (A) 13.6    -- Met-Ed 2003 Annual Report to Stockholders (Only those portions
                 expressly incorporated by reference in this Form 10-K are to be
                 deemed "filed" with SEC.)

  (A) 13.7    -- Penelec 2003 Annual Report to Stockholders (Only those portions
                 expressly incorporated by reference in this Form 10-K are to be
                 deemed "filed" with SEC.)

  (A) 21.4    -- List of Subsidiaries of JCP&L at December 31, 2003.

  (A) 21.5    -- List of Subsidiaries of Met-Ed at December 31, 2003.

  (A) 21.6    -- List of Subsidiaries of Penelec at December 31, 2003.

  (A) 23.3    -  Consent of Independent Accountants - Penelec.

  (A) 31.2    -  Certification of chief financial officer, as adopted pursuan
                 t to Rule 13a-15(e)/15d-15(e).

  (A) 31.3    -  Certification of chief executive officer, as adopted pursuant
                 to Rule 13a-15(e)/15d-15(e).

  (A) 32.2    -  Certification of chief executive officer and chief financial
                 officer, pursuant to 18 U.S.C. Section 1350.

  (A) Provided here in electronic format as an exhibit.

          (b) Reports on Form 8-K

          FirstEnergy-

          FirstEnergy  filed  the  following  eight  reports  on Form 8-K  since
September 30, 2003: A report dated  November 13, 2003 reported the  announcement
of a settlement  agreement  of  FirstEnergy's  claim  against NRG Energy for the
cancellation  of a generating  plants  sale.  A report  dated  November 21, 2003
reported  FirstEnergy  received a subpoena for Davis-Besse  related  matters.  A
report dated December 22, 2003 reported  FirstEnergy  Chief Executive Officer H.
Peter Burg on extended  medical leave. A report dated December 23, 2003 reported
Standard and Poor's lowers credit ratings for  FirstEnergy and  subsidiaries.  A
report dated January 13, 2004 reported  FirstEnergy  Chief Executive  Officer H.
Peter Burg passed  away.  A report dated  January 20, 2004  reported  Anthony J.
Alexander  elected as FirstEnergy  Chief  Executive  Officer and George M. Smart
elected  as  FirstEnergy  Chairman  of the Board of  Directors.  A report  dated
February 9, 2004  reported  Moody's  lowered  debt ratings for  FirstEnergy  and
subsidiaries.  A report  dated March 8, 2004  reported  that  FirstEnergy  began
Davis-Besse restart with NRC authorization.

                                       57

<PAGE>



          OE

          OE filed the  following  five reports on Form 8-K since  September 30,
2003: A report dated  December 22, 2003  reported  FirstEnergy  Chief  Executive
Officer H. Peter Burg on extended  medical  leave.  A report dated  December 23,
2003  reported  Standard and Poor's lowers credit  ratings for  FirstEnergy  and
subsidiaries.  A report  dated  January  13,  2004  reported  FirstEnergy  Chief
Executive  Officer H. Peter Burg passed away.  A report  dated  January 20, 2004
reported Anthony J. Alexander elected as FirstEnergy Chief Executive Officer and
George M. Smart elected as  FirstEnergy  Chairman of the Board of  Directors.  A
report  dated  February  9, 2004  reported  Moody's  lowered  debt  ratings  for
FirstEnergy and subsidiaries.

          CEI and TE

          CEI and TE each  filed the  following  nine  reports on Form 8-K since
September  30, 2003: A report  dated  October 21, 2003  reported the filing of a
proposed rate stabilization plan with the PUCO. A report dated November 13, 2003
reported the  announcement  of a settlement  agreement  of  FirstEnergy's  claim
against NRG Energy for the  cancellation  of a generating  plants sale. A report
dated November 21, 2003 reported FirstEnergy received a subpoena for Davis-Besse
related  matters.  A report dated December 22, 2003 reported  FirstEnergy  Chief
Executive  Officer H. Peter  Burg on  extended  medical  leave.  A report  dated
December  23,  2003  reported  Standard  and Poor's  lowers  credit  ratings for
FirstEnergy  and  subsidiaries.   A  report  dated  January  13,  2004  reported
FirstEnergy  Chief  Executive  Officer H. Peter Burg passed away. A report dated
January 20, 2004 reported  Anthony J.  Alexander  elected as  FirstEnergy  Chief
Executive  Officer and George M. Smart  elected as  FirstEnergy  Chairman of the
Board of Directors.  A report dated  February 9, 2004 reported  Moody's  lowered
debt  ratings for  FirstEnergy  and  subsidiaries.  A report dated March 8, 2004
reported that FirstEnergy began Davis-Besse restart with NRC authorization.


          Penn, JCP&L, Met-Ed and Penelec

          Penn,  JCP&L,  Met-Ed and Penelec filed the following  five reports on
Form 8-K since  September  30, 2003: A report dated  December 22, 2003  reported
Chief Executive  Officer H. Peter Burg on extended medical leave. A report dated
December  23,  2003  reported  Standard  and Poor's  lowers  credit  ratings for
FirstEnergy  and  subsidiaries.   A  report  dated  January  13,  2004  reported
FirstEnergy  Chief  Executive  Officer H. Peter Burg passed away. A report dated
January 20, 2004 reported  Anthony J.  Alexander  elected as  FirstEnergy  Chief
Executive  Officer and George M. Smart  elected as  FirstEnergy  Chairman of the
Board of Directors.  A report dated  February 9, 2004 reported  Moody's  lowered
debt ratings for FirstEnergy and subsidiaries.

                                       58

<PAGE>


                        Report of Independent Auditors on
                          Financial Statement Schedules



To the Stockholders and Board of Directors of FirstEnergy Corp.:

Our audits of the consolidated  financial  statements  referred to in our report
dated February 25, 2004 appearing in the 2003 Annual Report to  Stockholders  of
FirstEnergy  Corp.  (which  report and  consolidated  financial  statements  are
incorporated  by reference in this Annual  Report on Form 10-K) also included an
audit of the financial statement schedules for the years ended December 31, 2003
and 2002  listed in Item  15(a)(2)  of this Form  10-K.  In our  opinion,  these
financial  statement  schedules  present fairly, in all material  respects,  the
information  set  forth  therein  when  read in  conjunction  with  the  related
consolidated   financial   statements.   The  financial  statement  schedule  of
FirstEnergy  Corp.  for the year ended  December  31,  2001 was audited by other
independent  auditors who have ceased  operations.  Those  independent  auditors
expressed an unqualified  opinion on the financial  statement  schedule in their
report dated March 18, 2002.



PricewaterhouseCoopers LLP

Cleveland, Ohio
February 25, 2004

                                       59

<PAGE>


The following report is a copy of a report previously issued by Arthur Andersen
LLP and has not been reissued by Arthur Andersen LLP.



REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders and Board of Directors of FirstEnergy Corp.:


We have audited, in accordance with auditing standards generally accepted in the
United States,  the consolidated  financial  statements  included in FirstEnergy
Corp.'s  Annual Report to  Stockholders  incorporated  by reference in this Form
10-K and have issued our report thereon dated March 18, 2002. Our audit was made
for the purpose of forming an opinion on those  statements taken as a whole. The
schedule of consolidated  valuation and qualifying accounts listed in Item 14 is
the responsibility of the Company's  management and is presented for the purpose
of complying with the Securities and Exchange Commission's rules and is not part
of the basic consolidated financial statements. This schedule has been subjected
to the  auditing  procedures  applied  in the  audit of the  basic  consolidated
financial statements and, in our opinion, fairly states in all material respects
the  financial  data  required to be set forth  therein in relation to the basic
consolidated financial statements taken as a whole.



ARTHUR ANDERSEN LLP

Cleveland, Ohio,
March 18, 2002.

                                       60

<PAGE>


                        Report of Independent Auditors on
                          Financial Statement Schedules



To the Stockholders and Board of Directors of Ohio Edison Company:

Our audits of the consolidated  financial  statements  referred to in our report
dated February 25, 2004 appearing in the 2003 Annual Report to  Stockholders  of
Ohio Edison  Company  (which report and  consolidated  financial  statements are
incorporated  by reference in this Annual  Report on Form 10-K) also included an
audit of the financial statement schedules for the years ended December 31, 2003
and 2002  listed in Item  15(a)(2)  of this Form  10-K.  In our  opinion,  these
financial  statement  schedules  present fairly, in all material  respects,  the
information  set  forth  therein  when  read in  conjunction  with  the  related
consolidated  financial  statements.  The financial  statement  schedule of Ohio
Edison  Company  for the year  ended  December  31,  2001 was  audited  by other
independent  auditors who have ceased  operations.  Those  independent  auditors
expressed an unqualified  opinion on the financial  statement  schedule in their
report dated March 18, 2002.



PricewaterhouseCoopers LLP

Cleveland, Ohio
February 25, 2004

                                       61

<PAGE>


The following report is a copy of a report previously issued by Arthur Andersen
LLP and has not been reissued by Arthur Andersen LLP.



REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders and Board of Directors of Ohio Edison Company:


We have audited, in accordance with auditing standards generally accepted in the
United States,  the consolidated  financial  statements  included in Ohio Edison
Company's  Annual Report to Stockholders  incorporated by reference in this Form
10-K and have issued our report thereon dated March 18, 2002. Our audit was made
for the purpose of forming an opinion on those  statements taken as a whole. The
schedule of consolidated  valuation and qualifying accounts listed in Item 14 is
the responsibility of the Company's  management and is presented for the purpose
of complying with the Securities and Exchange Commission's rules and is not part
of the basic consolidated financial statements. This schedule has been subjected
to the  auditing  procedures  applied  in the  audit of the  basic  consolidated
financial statements and, in our opinion, fairly states in all material respects
the  financial  data  required to be set forth  therein in relation to the basic
consolidated financial statements taken as a whole.



ARTHUR ANDERSEN LLP

Cleveland, Ohio,
March 18, 2002.

                                       62

<PAGE>



                        Report of Independent Auditors on
                          Financial Statement Schedules



To the Stockholders and Board of Directors of
The Cleveland Electric Illuminating Company:

Our audits of the consolidated  financial  statements  referred to in our report
dated February 25, 2004 appearing in the 2003 Annual Report to  Stockholders  of
The Cleveland  Electric  Illuminating  Company  (which  report and  consolidated
financial statements are incorporated by reference in this Annual Report on Form
10-K) also included an audit of the financial statement schedules listed in Item
15(a)(2) of this Form 10-K. In our opinion,  these financial statement schedules
present fairly, in all material respects, the information set forth therein when
read in conjunction with the related consolidated financial statements.



PricewaterhouseCoopers LLP

Cleveland, Ohio
February 25, 2004

                                       63

<PAGE>


                        Report of Independent Auditors on
                          Financial Statement Schedules



To the Stockholders and Board of Directors of
The Toledo Edison Company:

Our audits of the consolidated  financial  statements  referred to in our report
dated February 25, 2004 appearing in the 2003 Annual Report to  Stockholders  of
The Toledo Edison Company (which report and  consolidated  financial  statements
are  incorporated by reference in this Annual Report on Form 10-K) also included
an audit of the financial  statement  schedules  listed in Item 15(a)(2) of this
Form 10-K. In our opinion,  these financial  statement schedules present fairly,
in all  material  respects,  the  information  set  forth  therein  when read in
conjunction with the related consolidated financial statements.



PricewaterhouseCoopers LLP

Cleveland, Ohio
February 25, 2004

                                       64

<PAGE>


                        Report of Independent Auditors on
                          Financial Statement Schedules



To the Stockholders and Board of Directors of Pennsylvania Power Company:

Our audits of the financial  statements referred to in our report dated February
25, 2004  appearing in the 2003 Annual Report to  Stockholders  of  Pennsylvania
Power  Company  (which  report and  financial  statements  are  incorporated  by
reference  in this  Annual  Report on Form 10-K) also  included  an audit of the
financial  statement  schedules  for the years ended  December 31, 2003 and 2002
listed in Item  15(a)(2)  of this Form 10-K.  In our  opinion,  these  financial
statement  schedules present fairly, in all material  respects,  the information
set  forth  therein  when  read  in  conjunction  with  the  related   financial
statements.  The financial  statement schedule of Pennsylvania Power Company for
the year ended December 31, 2001 was audited by other  independent  auditors who
have ceased  operations.  Those  independent  auditors  expressed an unqualified
opinion on the  financial  statement  schedule in their  report  dated March 18,
2002.



PricewaterhouseCoopers LLP

Cleveland, Ohio
February 25, 2004

                                      65

<PAGE>


The following report is a copy of a report previously issued by Arthur Andersen
LLP and has not been reissued by Arthur Andersen LLP.



REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders and Board of Directors of Pennsylvania Power Company:


We have audited, in accordance with auditing standards generally accepted in the
United States, the financial statements included in Pennsylvania Power Company's
Annual Report to  Stockholders  incorporated  by reference in this Form 10-K and
have issued our report  thereon dated March 18, 2002. Our audit was made for the
purpose of forming an opinion on those statements taken as a whole. The schedule
of valuation and qualifying  accounts listed in Item 14 is the responsibility of
the Company's  management and is presented for the purpose of complying with the
Securities  and  Exchange  Commission's  rules  and is  not  part  of the  basic
financial  statements.   This  schedule  has  been  subjected  to  the  auditing
procedures  applied in the audit of the basic  financial  statements and, in our
opinion,  fairly states in all material  respects the financial data required to
be set forth therein in relation to the basic  financial  statements  taken as a
whole.



ARTHUR ANDERSEN LLP

Cleveland, Ohio,
March 18, 2002.

                                       66

<PAGE>


                        Report of Independent Auditors on
                          Financial Statement Schedules



To the Stockholders and Board of Directors of
Jersey Central Power & Light Company:

Our audits of the consolidated  financial  statements  referred to in our report
dated February 25, 2004 appearing in the 2003 Annual Report to  Stockholders  of
Jersey  Central Power & Light Company (which report and  consolidated  financial
statements  are  incorporated  by reference in this Annual  Report on Form 10-K)
also included an audit of the financial  statement schedules for the years ended
December  31,  2003 and 2002 listed in Item  15(a)(2) of this Form 10-K.  In our
opinion,  these financial  statement  schedules  present fairly, in all material
respects,  the information  set forth therein when read in conjunction  with the
related consolidated  financial statements.  The financial statement schedule of
Jersey  Central Power & Light  Company for the year ended  December 31, 2001 was
audited  by  other  independent  auditors  who  have  ceased  operations.  Those
independent auditors expressed an unqualified opinion on the financial statement
schedule in their report dated March 18, 2002.



PricewaterhouseCoopers LLP

Cleveland, Ohio
February 25, 2004

                                       67

<PAGE>


The following report is a copy of a report previously issued by Arthur Andersen
LLP and has not been reissued by Arthur Andersen LLP.



REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders and Board of Directors of Jersey Central Power &
Light Company:


We have audited, in accordance with auditing standards generally accepted in the
United States, the consolidated financial statements as of December 31, 2001 and
for the periods  from  January 1, 2001 to November 6, 2001 and from  November 7,
2001 to December 31, 2001,  included in Jersey  Central Power & Light  Company's
Annual Report to  Stockholders  incorporated  by reference in this Form 10-K and
have issued our report  thereon dated March 18, 2002. Our audit was made for the
purpose of forming an opinion on those statements taken as a whole. The schedule
of  consolidated  valuation  and  qualifying  accounts  listed in Item 14 is the
responsibility  of the Company's  management and is presented for the purpose of
complying with the Securities and Exchange Commission's rules and is not part of
the basic consolidated  financial  statements.  The information included in this
schedule for the year ended December 31, 2001 has been subjected to the auditing
procedures applied in the audit of the basic consolidated  financial  statements
and, in our opinion,  fairly states in all material  respects the financial data
required to be set forth therein in relation to the basic consolidated financial
statements  taken  as a  whole.  The  consolidated  financial  statements  as of
December 31, 2000 and for each of the two years in the period ended December 31,
2000,  together with the related  information  included in this  schedule,  were
audited by other  auditors  whose  report dated  January 31, 2001,  expressed an
unqualified opinion.



ARTHUR ANDERSEN LLP

Cleveland, Ohio,
March 18, 2002.

                                       68

<PAGE>


                        Report of Independent Auditors on
                          Financial Statement Schedules



To the Stockholders and Board of Directors of
Metropolitan Edison Company:

Our audits of the consolidated  financial  statements  referred to in our report
dated February 25, 2004 appearing in the 2003 Annual Report to  Stockholders  of
Metropolitan Edison Company (which report and consolidated  financial statements
are  incorporated by reference in this Annual Report on Form 10-K) also included
an audit of the financial  statement  schedules for the years ended December 31,
2003 and 2002 listed in Item 15(a)(2) of this Form 10-K.  In our opinion,  these
financial  statement  schedules  present fairly, in all material  respects,  the
information  set  forth  therein  when  read in  conjunction  with  the  related
consolidated   financial   statements.   The  financial  statement  schedule  of
Metropolitan  Edison Company for the year ended December 31, 2001 was audited by
other  independent  auditors  who  have  ceased  operations.  Those  independent
auditors expressed an unqualified opinion on the financial statement schedule in
their report dated March 18, 2002.



PricewaterhouseCoopers LLP

Cleveland, Ohio
February 25, 2004

                                       69

<PAGE>


The following report is a copy of a report previously issued by Arthur Andersen
LLP and has not been reissued by Arthur Andersen LLP.



REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders and Board of Directors of Metropolitan Edison Company:


We have audited, in accordance with auditing standards generally accepted in the
United States, the consolidated financial statements as of December 31, 2001 and
for the periods  from  January 1, 2001 to November 6, 2001 and from  November 7,
2001 to December 31, 2001,  included in  Metropolitan  Edison  Company's  Annual
Report to  Stockholders  incorporated  by  reference  in this Form 10-K and have
issued our  report  thereon  dated  March 18,  2002.  Our audit was made for the
purpose of forming an opinion on those statements taken as a whole. The schedule
of  consolidated  valuation  and  qualifying  accounts  listed in Item 14 is the
responsibility  of the Company's  management and is presented for the purpose of
complying with the Securities and Exchange Commission's rules and is not part of
the basic consolidated  financial  statements.  The information included in this
schedule for the year ended December 31, 2001 has been subjected to the auditing
procedures applied in the audit of the basic consolidated  financial  statements
and, in our opinion,  fairly states in all material  respects the financial data
required to be set forth therein in relation to the basic consolidated financial
statements  taken  as a  whole.  The  consolidated  financial  statements  as of
December 31, 2000 and for each of the two years in the period ended December 31,
2000,  together with the related  information  included in this  schedule,  were
audited by other  auditors  whose  report dated  January 31, 2001,  expressed an
unqualified opinion.



ARTHUR ANDERSEN LLP

Cleveland, Ohio,
March 18, 2002.

                                       70

<PAGE>


                        Report of Independent Auditors on
                          Financial Statement Schedules



To the Stockholders and Board of Directors of
Pennsylvania Electric Company:

Our audits of the consolidated financial statements referred to in our report
dated February 25, 2004 appearing in the 2003 Annual Report to Stockholders of
Pennsylvania Electric Company (which report and consolidated financial
statements are incorporated by reference in this Annual Report on Form 10-K)
also included an audit of the financial statement schedules for the years ended
December 31, 2003 and 2002 listed in Item 15(a)(2) of this Form 10-K. In our
opinion, these financial statement schedules present fairly, in all material
respects, the information set forth therein when read in conjunction with the
related consolidated financial statements. The financial statement schedule of
Pennsylvania Electric Company for the year ended December 31, 2001 was audited
by other independent auditors who have ceased operations. Those independent
auditors expressed an unqualified opinion on the financial statement schedule in
their report dated March 18, 2002.



PricewaterhouseCoopers LLP

Cleveland, Ohio
February 25, 2004

                                       71

<PAGE>


The following report is a copy of a report previously issued by Arthur Andersen
LLP and has not been reissued by Arthur Andersen LLP.



REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders and Board of Directors of Pennsylvania Electric Company:


We have audited, in accordance with auditing standards generally accepted in the
United States, the consolidated financial statements as of December 31, 2001 and
for the periods  from  January 1, 2001 to November 6, 2001 and from  November 7,
2001 to December 31, 2001,  included in Pennsylvania  Electric  Company's Annual
Report to  Stockholders  incorporated  by  reference  in this Form 10-K and have
issued our  report  thereon  dated  March 18,  2002.  Our audit was made for the
purpose of forming an opinion on those statements taken as a whole. The schedule
of  consolidated  valuation  and  qualifying  accounts  listed in Item 14 is the
responsibility  of the Company's  management and is presented for the purpose of
complying with the Securities and Exchange Commission's rules and is not part of
the basic consolidated  financial  statements.  The information included in this
schedule for the year ended December 31, 2001 has been subjected to the auditing
procedures applied in the audit of the basic consolidated  financial  statements
and, in our opinion,  fairly states in all material  respects the financial data
required to be set forth therein in relation to the basic consolidated financial
statements  taken  as a  whole.  The  consolidated  financial  statements  as of
December 31, 2000 and for each of the two years in the period ended December 31,
2000,  together with the related  information  included in this  schedule,  were
audited by other  auditors  whose  report dated  January 31, 2001,  expressed an
unqualified opinion.



ARTHUR ANDERSEN LLP

Cleveland, Ohio,
March 18, 2002.

                                       72


<PAGE>
<TABLE>

                                                                                                          SCHEDULE II

                                                           FIRSTENERGY CORP.

                                            CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
                                         FOR THE YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001


<CAPTION>
                                                                        Additions
                                                                 ---------------------
                                                                               Charged
                                                   Beginning     Charged       to Other                    Ending
              Description                           Balance      to Income     Accounts      Deductions     Balance
              -----------                          ---------     ---------    ----------     ----------     -------
                                                                           (In thousands)
 Year Ended December 31, 2003:

<S>                                               <C>            <C>          <C>              <C>          <C>
   Accumulated provision for
     uncollectible accounts - customers.........  $  52,514      $63,535      $15,966 (a)      $81,768 (c)  $  50,247
                                                  =========      =======      =======          =======      =========
                            - other.............  $  12,851      $ 6,516      $10,002 (a)      $11,086      $  18,283
                                                  =========      =======      =======          =======      =========
   Loss carryforward
     tax valuation reserve......................  $ 482,061      $29,575      $50,503          $91,326 (d)  $ 470,813
                                                  =========      =======      =======          =======      =========

 Year Ended December 31, 2002:

   Accumulated provision for
     uncollectible accounts - customers.........  $  65,358      $43,601     $  5,637 (a)      $62,082(c)   $  52,514
                                                  =========      =======     ========          =======      =========
                            - other.............  $   7,947      $ 4,316      $ 4,089          $ 3,501      $  12,851
                                                  =========      =======      =======          =======      =========
   Loss carryforward
     tax valuation reserve......................  $ 459,170      $17,500     $  5,391          $    --       $482,061
                                                  =========      =======     ========          =======       ========

 Year Ended December 31, 2001:

   Accumulated provision for
     uncollectible accounts - customers.........  $  32,251      $27,805     $ 41,071(a)(b)    $35,769(c)   $  65,358
                                                  =========      =======     ========          =======      =========
                            - other.............  $   4,035       $3,912     $     --          $    --      $   7,947
                                                  =========      =======     ========          =======      =========
   Loss carryforward
     tax valuation reserve (Unaudited)..........  $      --      $    --     $459,170          $    --      $ 459,170
                                                  =========      =======     ========          =======      =========


---------------------

<FN>
(a) Represents recoveries and reinstatements of accounts previously written off.
(b) Represents amount assumed from the former GPU companies as of November 7, 2001, the effective date of the merger.
(c) Represents the write-off of accounts considered to be uncollectible.
(d) Includes a reclassification of a valuation allowance to a contingent liability.
</FN>

                                                       73

</TABLE>

<PAGE>

<TABLE>

                                                                                                     SCHEDULE II
                                                OHIO EDISON COMPANY

                                   CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
                                FOR THE YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001


                                                                   Additions
                                                             ---------------------
                                                                          Charged
                                                 Beginning    Charged     to Other                     Ending
            Description                           Balance    to Income    Accounts      Deductions     Balance
            -----------                          ---------   ---------    --------      ----------     -------
                                                                     (In thousands)
Year Ended December 31, 2003:

<S>                                              <C>          <C>         <C>            <C>           <C>
   Accumulated provision for
      uncollectible accounts - customers......   $  5,240     $18,157     $4,384 (a)     $19,034 (b)   $ 8,747
                                                 ========     =======     ======         =======       =======
                             - other..........   $  1,000     $ 1,282     $   --         $    --       $ 2,282
                                                 ========     =======     ======         =======       =======


Year Ended December 31, 2002:

   Accumulated provision for
      uncollectible accounts - customers......   $  4,522     $12,792     $2,777(a)      $14,851       $ 5,240
                                                 ========     =======     ======         =======       =======
                             - other..........   $  1,000     $    --     $   --         $    --       $ 1,000
                                                 ========     =======     ======         =======       =======


Year Ended December 31, 2001:

   Accumulated provision for
      uncollectible accounts - customers......   $ 11,777     $16,460     $2,401(a)      $26,116       $ 4,522
                                                 ========     =======     ======         =======       =======
                             - other..........   $  1,000     $    --     $   --         $    --       $ 1,000
                                                 ========     =======     ======         =======       =======
--------------------

<FN>
(a) Represents recoveries and reinstatements of accounts previously written off.
(b) Represents the write-off of accounts considered to be uncollectible.
</FN>

                                                        74
</TABLE>

<PAGE>

<TABLE>

                                                                                                           SCHEDULE II

                                    THE CLEVELAND ELECTRIC ILLUMINATING COMPANY

                                   CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
                                FOR THE YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

<CAPTION>
                                                                      Additions
                                                                ---------------------
                                                                              Charged
                                                  Beginning     Charged        to Other                      Ending
             Description                           Balance      to Income     Accounts      Deductions       Balance
             -----------                          ---------     ---------     ---------     ----------       -------
                                                                          (In thousands)
 Year Ended December 31, 2003:

<S>                                                 <C>         <C>           <C>               <C>           <C>
    Accumulated provision for
       uncollectible accounts..................     $1,015      $   765       $   --            $  15         $1,765
                                                    ======      =======       ======            =====         ======


 Year Ended December 31, 2002:

    Accumulated provision for
       uncollectible accounts..................     $1,015   $       --       $   --           $   --         $1,015
                                                    ======   ==========       ======           ======         ======


 Year Ended December 31, 2001:

    Accumulated provision for
       uncollectible accounts..................     $1,000     $     15       $   --           $   --         $1,015
                                                    ======     ========       ======           ======         ======


                                                        75
</TABLE>

<PAGE>

<TABLE>
                                                                                                         SCHEDULE II

                                             THE TOLEDO EDISON COMPANY

                                   CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
                                FOR THE YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001


<CAPTION>
                                                                    Additions
                                                               ---------------------
                                                                             Charged
                                                 Beginning     Charged        to Other                      Ending
            Description                           Balance     to Income      Accounts      Deductions       Balance
                                                 ---------     ---------     --------      ----------      --------
                                                                          (In thousands)
Year Ended December 31, 2003:

<S>                                              <C>            <C>          <C>             <C>           <C>
   Accumulated provision for
      uncollectible accounts..................   $      2       $1,160       $   712 (c)     $ 1,840 (c)   $     34
                                                 ========       ======       =======         =======       ========


Year Ended December 31, 2002:

   Accumulated provision for
      uncollectible accounts..................   $      2       $   --       $    --         $    --       $      2
                                                 ========       ======       =======         =======       ========


Year Ended December 31, 2001:

   Accumulated provision for
      uncollectible accounts..................   $     --       $    2       $    --         $    --       $      2

                                                 ========       ======       =======         =======       ========
--------------------

<FN>
(a) Represents recoveries and reinstatements of accounts previously written off.
(b) Represents the write-off of accounts considered to be uncollectible.
</FN>

                                                        76

</TABLE>

<PAGE>

<TABLE>
                                                                                                       SCHEDULE  II


                                             PENNSYLVANIA POWER COMPANY

                                         VALUATION AND QUALIFYING ACCOUNTS
                                FOR THE YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

<CAPTION>
                                                                     Additions
                                                               -----------------------
                                                                             Charged
                                                 Beginning     Charged       to Other                       Ending
            Description                           Balance      to Income     Accounts      Deductions       Balance
                                                 ---------     ---------     ---------     ----------       -------
                                                                         (In thousands)
Year Ended December 31, 2003:

<S>                                              <C>            <C>          <C>              <C>           <C>
   Accumulated provision for
      uncollectible accounts - customers......   $    702       $1,931       $  664(a)        $2,528        $   769
                                                 ========       ======       ======           ======        =======
                             - other..........   $     --       $  102       $   --           $   --        $   102
                                                 ========       ======       ======           ======        =======


Year Ended December 31, 2002:

   Accumulated provision for
      uncollectible accounts - customers......     $  619       $1,808       $ 333 (a)        $2,058(b)      $ 702
                                                   ======       ======       =====            ======         =====


Year Ended December 31, 2001:

   Accumulated provision for
      uncollectible accounts - customers......     $  628       $1,172       $ 311 (a)        $1,492(b)      $ 619
                                                   ======       ======       =====            ======         =====
--------------------

<FN>
(a) Represents recoveries and reinstatements of accounts previously written off.
(b) Represents the write-off of accounts considered to be uncollectible.
</FN>

                                                        77

</TABLE>

<PAGE>

<TABLE>
                                                                                                        SCHEDULE II
                      JERSEY CENTRAL POWER & LIGHT COMPANY

                 CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
              FOR THE YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001


<CAPTION>
                                                                    Additions
                                                               ---------------------
                                                                             Charged
                                                 Beginning     Charged        to Other                      Ending
            Description                           Balance      to Income     Accounts      Deductions       Balance
            -----------                          ---------     ---------     --------      ----------       -------
                                                                              (In thousands)

Year Ended December 31, 2003:

<S>                                              <C>           <C>           <C>             <C>            <C>
   Accumulated provision for
      uncollectible accounts - customers......   $  4,509      $  7,867      $2,991 (a)      $11,071(b)     $ 4,296
                                                 ========      ========       ======          ======        =======
                             - other..........   $     --      $  1,183      $   --          $    --        $ 1,183
                                                 ========      ========      ======          =======        =======



Year Ended December 31, 2002:

   Accumulated provision for
      uncollectible accounts - customers......   $ 12,923      $  9,057      $1,305 (a)      $18,776(b)     $ 4,509
                                                 ========      ========      ======          =======        =======


Year Ended December 31, 2001:

          Accumulated provision for
     uncollectible accounts - customers
         Nov. 7-Dec. 31, 2001                    $ 12,858      $  1,869      $   57 (a)      $ 1,861(b)     $12,923
                                                 ========      ========     ========         =======        =======

         Jan. 1-Nov. 6, 2001                     $ 21,479      $    390      $1,778 (a)      $10,789(b)     $12,858
                                                 ========      ========      ======          =======        =======

--------------------

<FN>
() Represents recoveries and reinstatements of accounts previously written off.
(b) Represents the write-off of accounts considered to be uncollectible.
</FN>

                                                        78

</TABLE>

<PAGE>

<TABLE>
                                                                                                        SCHEDULE II
                                            METROPOLITAN EDISON COMPANY

                                   CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
                                FOR THE YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001


<CAPTION>
                                                                  Additions
                                                              ---------------------
                                                                            Charged
                                                 Beginning    Charged       to Other                       Ending
               Description                        Balance     to Income     Accounts      Deductions       Balance
                                                 ---------    ---------     --------      ----------       -------
                                                                     (In thousands)

Year Ended December 31, 2003:

<S>                                               <C>          <C>           <C>            <C>            <C>
   Accumulated provision for
      uncollectible accounts - customers......    $ 4,810      $ 8,617       $4,595 (a)     $13,079(b)     $  4,943
                                                  =======      =======       ======         =======        ========
                             - other..........    $    --      $    68       $   --         $    --        $     68
                                                  =======      =======       ======         =======        ========


Year Ended December 31, 2002:

   Accumulated provision for
      uncollectible accounts - customers......    $12,271      $ 3,332       $  851 (a)     $11,644(b)     $  4,810
                                                  =======      =======       ======         =======        ========


Year Ended December 31, 2001:

   Accumulated provision for
      uncollectible accounts  - customers
         Nov. 7-Dec. 31, 2001                     $11,244      $ 2,669       $   78 (a)     $ 1,720(b)     $ 12,271
                                                  =======      =======       ======         =======        ========
____________________________________________________________________________________________________________________

         Jan. 1-Nov. 6, 2001                      $13,004      $ 7,354       $  743 (a)     $ 9,857(b)     $ 11,244
                                                  =======      =======       ======         =======        ========

--------------------

<FN>
(a) Represents recoveries and reinstatements of accounts previously written off.
(b) Represents the write-off of accounts considered to be uncollectible.
</FN>

                                                        79

</TABLE>

<PAGE>
<TABLE>
                                                                                                         SCHEDULE II
                                           PENNSYLVANIA ELECTRIC COMPANY

                                   CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
                                FOR THE YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

<CAPTION>
                                                                   Additions
                                                               ---------------------
                                                                             Charged
                                                 Beginning      Charged      to Other                      Ending
            Description                           Balance      to Income     Accounts      Deductions      Balance
                                                 ---------     ---------     ---------     ----------      --------
                                                                          (In thousands)

Year Ended December 31, 2003:

<S>                                              <C>          <C>            <C>            <C>           <C>
   Accumulated provision for
      uncollectible accounts - customers......   $  6,216     $  9,287       $3,995 (a)     $13,665(b)    $  5,833
                                                 ========     ========       ======         =======       ========
                             - other..........   $     --     $    399       $   --         $    --       $    399
                                                 ========     ========       ======         =======       ========


Year Ended December 31, 2002:

   Accumulated provision for
      uncollectible accounts - customers......   $ 14,719     $  2,991       $  704 (a)     $12,198(b)    $  6,216
                                                 ========     ========       ======         =======       ========


Year Ended December 31, 2001:

   Accumulated provision for
      uncollectible accounts - customers
         Nov. 7-Dec. 31, 2001                    $ 13,509     $  3,686       $   83 (a)     $ 2,559(b)    $ 14,719
                                                 ========     ========       ======         =======       ========

--------------------------------------------------------------------------------------------------------------------

         Jan. 1-Nov. 6, 2001                     $ 14,851     $ 10,833       $1,069 (a)     $13,244(b)    $ 13,509
                                                 ========      =======       ======         =======       ========


--------------------

<FN>
(a) Represents recoveries and reinstatements of accounts previously written off.
(b) Represents the write-off of accounts considered to be uncollectible.
</FN>

                                                        80
</TABLE>

<PAGE>


                                   SIGNATURES


           Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.





                                   FIRSTENERGY CORP.


                                   BY  /s/ Anthony J. Alexander
                                       ----------------------------------------
                                           Anthony J. Alexander
                                           President and Chief Executive Officer


Date:  March 15, 2004

                                       81

<PAGE>


                                   SIGNATURES



          Pursuant to the  requirements of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities and on the date indicated:




/s/George M. Smart                   /s/Anthony J. Alexander
--------------------------------     ---------------------------------------
   George M. Smart                     Anthony J. Alexander
   Chairman of the Board               President and Chief Executive Officer
                                       and Director (Principal
                                       Executive Officer)


/s/Richard H. Marsh                  /s/Harvey L. Wagner
--------------------------------     ---------------------------------------
   Richard H. Marsh                    Harvey L. Wagner
   Senior Vice President and           Vice President, Controller and
   Chief Financial Officer             Chief Accounting Officer
   (Principal Financial Officer)       (Principal Accounting Officer)


/s/Paul T. Addison
--------------------------------     ---------------------------------------
   Paul T. Addison                     Robert N. Pokewaldt
   Director                            Director


/s/William T. Cottle                 /s/Paul J. Powers
--------------------------------     ---------------------------------------
   William T. Cottle                   Paul J. Powers
   Director                            Director


/s/Carol A. Cartwright               /s/Catherine A. Rein
--------------------------------     ---------------------------------------
   Carol A. Cartwright                 Catherine A. Rein
   Director                            Director


/s/Robert B. Heisler, Jr.            /s/Robert C. Savage
--------------------------------     ---------------------------------------
   Robert B. Heisler, Jr.              Robert C. Savage
   Director                            Director


/s/Robert L. Loughhead               /s/Jesse T. Williams, Sr.
--------------------------------     ---------------------------------------
   Robert L. Loughhead                 Jesse T. Williams, Sr.
   Director                            Director


/s/Russell W. Maier                  /s/Patricia K. Woolf
--------------------------------     ---------------------------------------
   Russell W. Maier                   Patricia K. Woolf
   Director                            Director


--------------------------------
/s/John M. Pietruski
   John M. Pietruski
   Director


Date:  March 15, 2004

                                       82

<PAGE>



                                   SIGNATURES



          Pursuant to the  requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                          OHIO EDISON COMPANY


                                          BY     /s/  Anthony J. Alexander
                                                 -----------------------------
                                                    Anthony J. Alexander
                                                    President



Date:  March 15, 2004



          Pursuant to the  requirements of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities and on the date indicated:



/s/ Anthony J. Alexander                /s/Richard H. Marsh
-----------------------------------     ---------------------------------------
    Anthony J. Alexander                   Richard H. Marsh
    President and Director                 Senior Vice President and Director
    (Principal Executive Officer)          (Principal Financial Officer)




/s/ Harvey L. Wagner                    /s/Leila L. Vespoli
-----------------------------------     ---------------------------------------
    Harvey L. Wagner                       Leila L. Vespoli
    Vice President and Controller          Senior Vice President and Director
    (Principal Accounting Officer)



Date:  March 15, 2004

                                       83

<PAGE>



                                   SIGNATURES





          Pursuant to the  requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                              THE CLEVELAND ELECTRIC
                                                 ILLUMINATING COMPANY


                                              BY   /s/  Anthony J. Alexander
                                                   ----------------------------
                                                      Anthony J. Alexander
                                                      President



Date:  March 15, 2004



          Pursuant to the  requirements of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities and on the date indicated:




/s/ Anthony J. Alexander                 /s/Richard H. Marsh
----------------------------------       ---------------------------------------
    Anthony J. Alexander                    Richard H. Marsh
    President and Director                  Senior Vice President and Director
    (Principal Executive Officer)           (Principal Financial Officer)




/s/ Harvey L. Wagner                     /s/Leila L. Vespoli
----------------------------------          ------------------------------------
    Harvey L. Wagner                        Leila L. Vespoli
    Vice President and Controller           Senior Vice President and Director
    (Principal Accounting Officer)



Date:  March 15, 2004

                                       84

<PAGE>






                                   SIGNATURES





           Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                           THE TOLEDO EDISON COMPANY


                                           BY   /s/  Anthony J. Alexander
                                                --------------------------
                                                   Anthony J. Alexander
                                                   President



Date:  March 15, 2004



          Pursuant to the  requirements of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities and on the date indicated:




/s/ Anthony J. Alexander                   /s/Richard H. Marsh
----------------------------------         -------------------------------------
    Anthony J. Alexander                      Richard H. Marsh
    President and Director                    Senior Vice President and Director
    (Principal Executive Officer)             (Principal Financial Officer)




/s/ Harvey L. Wagner                       /s/Leila L. Vespoli
----------------------------------         -------------------------------------
    Harvey L. Wagner                          Leila L. Vespoli
    Vice President and Controller             Senior Vice President and Director
    (Principal Accounting Officer)



Date:  March 15, 2004

                                       85

<PAGE>



                                   SIGNATURES





           Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                           JERSEY CENTRAL POWER & LIGHT COMPANY


                                           BY   /s/  Stephen E. Morgan
                                                --------------------------------
                                                   Stephen E. Morgan
                                                   President



Date:  March 15, 2004


          Pursuant to the  requirements of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities and on the date indicated:



/s/ Stephen E. Morgan                     s/Richard H. Marsh
----------------------------------       ---------------------------------------
    Stephen E. Morgan                       Richard H. Marsh
    President and Director                  Senior Vice President
    (Principal Executive Officer)           (Principal Financial Officer)



/s/ Harvey L. Wagner                     /s/Leila L. Vespoli
----------------------------------       ---------------------------------------
    Harvey L. Wagner                        Leila L. Vespoli
    Vice President and Controller           Senior Vice President and Director
    (Principal Accounting Officer)



/s/ Charles E. Jones                     /s/Stanley C. Van Ness
----------------------------------       ---------------------------------------
    Charles E. Jones                        Stanley C. Van Ness
    Director                                Director



/s/ Gelorma E. Persson                   /s/Mark A. Julian
----------------------------------       ---------------------------------------
    Gelorma E. Persson                      Mark A. Julian
    Director                                Director


----------------------------------
/s/ Bradley S. Ewing
    Bradley S. Ewing
    Director



Date:  March 15, 2004

                                       86

<PAGE>

                                   SIGNATURES



          Pursuant to the  requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                            METROPOLITAN EDISON COMPANY


                                            BY   /s/  Anthony J. Alexander
                                                 -----------------------------
                                                    Anthony J. Alexander
                                                    President



Date:  March 15, 2004



          Pursuant to the  requirements of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities and on the date indicated:




/s/ Anthony J. Alexander                  /s/Richard H. Marsh
-----------------------------------       --------------------------------------
    Anthony J. Alexander                     Richard H. Marsh
    President and Director                   Senior Vice President and Director
    (Principal Executive Officer)            (Principal Financial Officer)




/s/ Harvey L. Wagner                      /s/Leila L. Vespoli
-----------------------------------       --------------------------------------
    Harvey L. Wagner                         Leila L. Vespoli
    Vice President and Controller            Senior Vice President and Director
    (Principal Accounting Officer)




Date:  March 15, 2004

                                       87

<PAGE>


                                   SIGNATURES



          Pursuant to the  requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                          PENNSYLVANIA ELECTRIC COMPANY


                                          BY   /s/  Anthony J. Alexander
                                               -------------------------------
                                                  Anthony J. Alexander
                                                  President



Date:  March 15, 2004



          Pursuant to the  requirements of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities and on the date indicated:




/s/ Anthony J. Alexander                /s/Richard H. Marsh
----------------------------------      --------------------------------------
    Anthony J. Alexander                   Richard H. Marsh
    President and Director                 Senior Vice President and Director
    (Principal Executive Officer)          (Principal Financial Officer)




/s/ Harvey L. Wagner                    /s/Leila L. Vespoli
----------------------------------      --------------------------------------
    Harvey L. Wagner                       Leila L. Vespoli
    Vice President and Controller          Senior Vice President and Director
    (Principal Accounting Officer)



Date:  March 15, 2004

                                       88

<PAGE>



                                   SIGNATURES



           Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                          PENNSYLVANIA POWER COMPANY


                                          BY   /s/  Anthony J. Alexander
                                               -------------------------------
                                                    Anthony J. Alexander
                                                    President



Date:  March 15, 2004




          Pursuant to the  requirements of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities and on the date indicated:




/s/ Anthony J. Alexander                  /s/Richard H. Marsh
-------------------------------------     --------------------------------------
    Anthony J. Alexander                     Richard H. Marsh
    President and Director                   Senior Vice President and Director
    (Principal Executive Officer)            (Principal Financial Officer)




/s/ Harvey L. Wagner                      /s/Leila L. Vespoli
-------------------------------------     --------------------------------------
    Harvey L. Wagner                         Leila L. Vespoli
    Vice President and Controller            Senior Vice President and Director
    (Principal Accounting Officer)



Date:  March 15, 2004

                                       89