(CONFORMED WITH RECORDATION DATA)


                       PENNSYLVANIA POWER COMPANY

                                    to

                             CITIBANK, N.A.,
                                      As Trustee




                        Forty-sixth Supplemental
                               Indenture

                     Providing among other things for

                          FIRST MORTGAGE BONDS

                   Guarantee Series A of 1998 due 2028






                        Dated as of June 1, 1998







     FORTY-SIXTH SUPPLEMENTAL INDENTURE, dated as of June 1, 
1998, made and entered into by and between PENNSYLVANIA POWER 
COMPANY, a corporation organized and existing under the laws of 
the Commonwealth of Pennsylvania, with its principal place of 
business in New Castle, Lawrence County, Pennsylvania 
(hereinafter sometimes referred to as the "Company") and 
CITIBANK, N.A., a national banking association incorporated and 
existing under the laws of the United States of America, with 
its principal office in the Borough of Manhattan, The City, 
County and State of New York (hereinafter sometimes referred to 
as the "Trustee"), as trustee under the Indenture dated as of 
November 1, 1945 between the Company and CITIBANK, N.A. 
(successor to The First National Bank of The City of New York), 
as trustee, as supplemented and amended by Supplemental 
Indentures between the Company and the Trustee, dated as of May 
1, 1948, as of March 1, 1950, as of February 1, 1952, as of 
October 1, 1957, as of September 1, 1962, as of June 1, 1963, as 
of June 1, 1969, as of May 1, 1970, as of April 1, 1971, as of 
October 1, 1971, as of May 1, 1972, as of December 1, 1974, as 
of October 1, 1975, as of September 1, 1976, as of April 15, 
1978, as of June 28, 1979, as of January 1, 1980, as of June 1, 
1981, as of January 14, 1982, as of August 1, 1982, as of 
December 15, 1982, as of December 1, 1983, as of September 6, 
1984, as of December 1, 1984, as of May 30, 1985, as of 
October 29, 1985, as of August 1, 1987, as of May 1, 1988, as of 
November 1, 1989, as of December 1, 1990, as of September 1, 
1991, as of May 1, 1992, as of July 15, 1992, as of August 1, 
1992, as of May 1, 1993, as of July 1, 1993, as of August 31, 
1993, as of September 1, 1993, as of September 15, 1993, as of 
October 1, 1993, as of November 1, 1993, as of August 1, 1994, 
as of September 1, 1995 and as of June 1, 1997 (said Indenture 
as so supplemented and amended, and as hereby supplemented and 
amended, being hereinafter sometimes referred to as the 
"Indenture");

     WHEREAS, the Company and the Trustee have executed and 
delivered the Indenture for the purpose of securing an issue of 
bonds of the First Series described therein and such additional 
bonds as may from time to time be issued under and in accordance 
with the terms of the Indenture, the aggregate principal amount 
of bonds to be secured thereby being not limited, and the 
Indenture fully describes and sets forth the property conveyed 
thereby and is filed with the Secretary of the Commonwealth of 
Pennsylvania and the Secretary of State of the State of Ohio and 
will be of record in the office of the recorder of deeds of each 
county in the Commonwealth of Pennsylvania and the State of Ohio 
in which this Forty-Sixth Supplemental Indenture is to be 
recorded and is on file at the corporate trust office of the 
Trustee, above referred to; and

     WHEREAS the Indenture provides for the issuance of bonds 
thereunder in one or more series and the Company, by appropriate 
corporate action in conformity with the terms of the Indenture, 
has duly determined to create one such series of bonds under the 
Indenture to be designated as "First Mortgage Bonds, Guarantee 
Series A of 1998 due 2028" (hereinafter sometimes referred to as 
the "bonds of the 2028 Series"), the bonds of which are to bear 
interest at the same rate as that of the Beaver County 
Industrial Authority Exempt Facilities Revenue Bonds, 5.375% 
1998 Series A (Shippingport Project) referred to herein, and are 
to mature on June 1, 2028.

     AND WHEREAS each of the bonds of the 2028 Series and the 
Trustee's Authentication Certificate thereon are to be 
substantially in the following form, to wit:


               [FORM OF BOND OF THE 2028 SERIES]

                            [FACE]

     This Bond is not transferable except to a successor trustee 
under the Trust Indenture, dated as of June 1, 1998, between the 
Beaver County Industrial Development Authority and Chase 
Manhattan Trust Company, National Association, as Trustee, or in 
connection with the rights and remedies of the holder hereof 
consequent upon an "Event of Default" as defined in the 
Indenture referred to herein.

                   PENNSYLVANIA POWER COMPANY

     First Mortgage Bond, Guarantee Series A of 1998 due 2028

$                                                        No. 

     Pennsylvania Power Company, a Pennsylvania corporation 
(hereinafter called the "Company"), for value received, hereby 
promises to pay to                       or registered assigns, 
the principal sum of $          on June 1, 2028, and to pay the 
registered holder hereof interest on said sum from the Initial 
Interest Accrual Date (hereinbelow defined) at the rate of five 
and three eighths per centum per annum.  The principal of and 
interest on this bond shall be payable at the office or agency 
of the Company in the Borough of Manhattan, The City, County and 
State of New York, or in the City of Akron, State of Ohio, 
designated for that purpose, in any coin or currency of the 
United States of America which at the time of payment is legal 
tender for public and private debts.

     The provisions of this bond are continued on the reverse 
hereof and such continued provisions shall for all purposes have 
the same effect as though fully set forth at this place.

     This bond shall not be valid or become obligatory for any 
purpose unless and until it shall have been authenticated by the 
execution by the Trustee or its successor in trust under the 
Indenture of the certificate hereon.

     IN WITNESS WHEREOF, PENNSYLVANIA POWER COMPANY has caused 
this bond to be executed in its name by its President or one of 
its Vice Presidents by his or her signature or a facsimile 
thereof, and its corporate seal or a facsimile thereof to be 
affixed hereto or imprinted hereon and attested by its Secretary 
or one of its Assistant Secretaries by his or her signature or a 
facsimile thereof.

Dated:

                            PENNSYLVANIA POWER COMPANY


                            By ................................
                                                      President

Attest:

 .........................
Secretary 



              [FORM OF TRUSTEE'S AUTHENTICATION CERTIFICATE]
                  TRUSTEE'S AUTHENTICATION CERTIFICATE


This bond is one of the bonds, of the series designated therein, 
described in the within-mentioned Indenture.


                        CITIBANK, N.A.
                            AS TRUSTEE,



                        By ...........
                             Authorized Officer











                  [FORM OF BOND OF THE 2028 SERIES]

                             [REVERSE]

                      PENNSYLVANIA POWER COMPANY

       First Mortgage Bond, Guarantee Series A of 1998 due 2028


     This bond is one of the bonds issued and to be issued from 
time to time under and in accordance with and all secured by an 
indenture of mortgage or deed of trust dated as of November 1, 
1945, and indentures supplemental thereto, given by the Company 
to Citibank, N.A. (successor to The First National Bank of The 
City of New York), as trustee (hereinafter referred to as the 
"Trustee"), to which indenture and indentures supplemental 
thereto (hereinafter referred to collectively as the 
"Indenture") reference is hereby made for a description of the 
property mortgaged and pledged, the nature and extent of the 
security and the rights, duties and immunities thereunder of the 
Trustee and the rights of the holders of the bonds and coupons 
and of the Trustee and of the Company in respect of such 
security, and the limitations on such rights.  By the terms of 
the Indenture, the bonds to be secured thereby are issuable in 
series which may vary as to date, amount, date of maturity, rate 
of interest, terms of redemption and in other respects as in the 
Indenture provided.

     The Indenture contains provisions permitting the Company 
and the Trustee, with the consent of the holders of not less 
than seventy-five per centum in principal amount of the bonds 
(exclusive of bonds disqualified by reason of the Company's 
interest therein) at the time outstanding, including, if more 
than one series of bonds shall be at the time outstanding, not 
less than sixty per centum in principal amount of each series 
affected, to effect, by an indenture supplemental to the 
Indenture, modifications or alterations of the Indenture and of 
the rights and obligations of the Company and the rights of the 
holders of the bonds and coupons; provided, however, that no 
such modification or alteration shall be made without the 
written approval or consent of the holder hereof which will (a) 
extend the maturity of this bond or reduce the rate or extend 
the time of payment of interest hereon or reduce the amount of 
the principal hereof or reduce any premium payable on the 
redemption hereof, or (b) permit the creation of any lien, not 
otherwise permitted, prior to or on a parity with the lien of 
the Indenture, or (c) reduce the percentage of the principal 
amount of the bonds upon the approval or consent of the holders 
of which modifications or alterations may be made as aforesaid.

     The bonds of this series shall be redeemed in whole, by 
payment of the principal amount thereof plus accrued interest 
thereon, if any, to the date fixed for redemption, upon receipt 
by the Trustee of a written advice from the trustee under the 
Trust Indenture (the "Revenue Bond Indenture") dated as of June 
1, 1998, between Beaver County Industrial Development Authority 
and Chase Manhattan Trust Company, National Association, as 
trustee (such trustee and any successor trustee being 
hereinafter referred to as the "Revenue Bond Trustee"), 
securing, among other bonds, $1,733,896 of Exempt Facilities 
Revenue Bonds, 5.375% 1998 Series A (Shippingport Project) which 
have been issued on behalf of the Company (the "Revenue Bonds"), 
stating that the principal amount of all the Revenue Bonds then 
outstanding under the Revenue Bond Indenture has been declared 
due and payable pursuant to the provisions of Section 8.02 of 
the Revenue Bond Indenture, specifying the date of the 
accelerated maturity of such Revenue Bonds and the date from 
which interest on the Revenue Bonds issued under the Revenue 
Bond Indenture has then accrued, stating such declaration of 
maturity has not been annulled and demanding payment of the 
principal amount hereof plus accrued interest hereon to the date 
fixed for such redemption.  As provided in the Supplemental 
Indenture establishing the terms and provisions of the bonds of 
this series, the date fixed for such redemption shall be not 
earlier than the date specified in the aforesaid written advice 
as the date of the accelerated maturity of the Revenue Bonds 
then outstanding under the Revenue Bond Indenture and not later 
than the 45th day after the receipt by the Trustee of such 
advice, unless such 45th day is earlier than such date of 
accelerated maturity.  The date fixed for such redemption shall 
be specified in a notice of redemption to be given not less than 
30 days prior to the date so fixed for such redemption.  Upon 
mailing of such notice of redemption, the date from which unpaid 
interest on the aforesaid Revenue Bonds has then accrued (as 
specified by the Revenue Bond Trustee) shall become the initial 
interest accrual date (the "Initial Interest Accrual Date") with 
respect to the bonds of this series, and the date which is six 
months after the Initial Interest Accrual Date shall be the 
first interest payment date for the bonds of this series, 
provided, however, on any demand for payment of the principal 
amount hereof at maturity as a result of the principal of the 
aforesaid Revenue Bonds becoming due and payable on the maturity 
date of the bonds of this series, the date from which unpaid 
interest on the aforesaid Revenue Bonds has then accrued shall 
become the Initial Interest Accrual Date with respect to the 
bonds of this series, such date to be as stated in a written 
notice from the Revenue Bond Trustee to the Trustee.  As 
provided in said Supplemental Indenture, the aforementioned 
notice of redemption shall become null and void for all purposes 
under the Indenture (including the fixing of the Initial 
Interest Accrual Date with respect to the bonds of this series) 
upon receipt by the Trustee of written notice from the Revenue 
Bond Trustee of the annulment of the acceleration of the 
maturity of the Revenue Bonds then outstanding under the Revenue 
Bond Indenture and of the rescission of the aforesaid written 
advice prior to the redemption date specified in such notice of 
redemption, and thereupon no redemption of the bonds of this 
series and no payment in respect thereof as specified in such 
notice of redemption shall be effected or required.  But no such 
rescission shall extend to any subsequent written advice from 
the Revenue Bond Trustee or impair any right consequent on such 
subsequent written notice.

     Bonds of this series are not otherwise redeemable prior to 
their maturity.

     In case of certain defaults as specified in the Indenture, 
the principal of this bond may be declared or may become due and 
payable on the conditions, at the time, in the manner and with 
the effect provided in the Indenture.

     No recourse shall be had for the payment of the principal 
of or interest on this bond, or for any claim based hereon, or 
otherwise in respect hereof or of the Indenture, to or against 
any incorporator, stockholder, director or officer, past, 
present or future, as such, of the Company, or of any 
predecessor or successor company, either directly or through the 
Company, or such predecessor or successor company, or otherwise, 
under any constitution or statute or rule of law, or by the 
enforcement of any assessment or penalty, or otherwise, all such 
liability of incorporators, stockholders, directors and 
officers, as such, being waived and released by the holder and 
owner hereof by the acceptance of this bond and being likewise 
waived and released by the terms of the Indenture.

     The bonds of this series are issuable only as registered 
bonds without coupons in denominations of $1,000 and, if higher, 
any authorized multiple of $1.00.  Except as may be stated in 
any legend written on the face of this bond, this bond is 
transferable by the registered holder hereof, in person or by 
attorney duly authorized, at the corporate trust office of the 
Trustee, in the Borough of Manhattan, The City, County and State 
of New York, or at such other place or places as the Company may 
designate by resolution of the Board of Directors, but only in 
the manner and upon the conditions prescribed in the Indenture, 
upon the surrender and cancellation of this bond and the payment 
of charges for transfer, and upon any such transfer a new 
registered bond or bonds, without coupons, of the same series 
and maturity date and for the same aggregate principal amount, 
in authorized denominations, will be issued to the transferee in 
exchange herefor.  The Company, the Trustee and any agent 
designated to make transfers or exchanges of bonds of this 
series may deem and treat the person in whose name this bond is 
registered as the absolute owner for all purposes including the 
purpose of the receipt of payment.  Registered bonds of this 
series shall be exchangeable at said corporate trust office of 
the Trustee, or at such other place or places as the Company may 
designate by resolution of the Board of Directors, for 
registered bonds of other authorized denominations having the 
same aggregate principal amount, in the manner and upon the 
conditions prescribed in the Indenture.  Neither the Company nor 
the Trustee nor any other agent designated for such purpose 
shall be required to make transfers or exchanges of bonds of 
this series during the period between any interest payment date 
for such series and the record date next preceding such interest 
payment date.  Notwithstanding any provisions of the Indenture, 
no charge shall be made upon any transfer or exchange of bonds 
of this series other than for any tax or taxes or other 
governmental charge required to be paid by the Company.

          [END OF FORM OF BOND OF THE 2028 SERIES]

     AND WHEREAS all acts and things necessary to make the 
bonds, when authenticated by the Trustee and issued as in the 
Indenture provided, the valid, binding and legal obligations of 
the Company, and to constitute the Indenture a valid, binding 
and legal instrument for the security thereof, have been done 
and performed, and the creation, execution and delivery of the 
Indenture and the creation, execution and issue of the bonds 
subject to the terms hereof and of the Indenture, have in all 
respects been duly authorized;

     NOW THEREFORE, in consideration of the premises, and of the 
acceptance and purchase by holders thereof of the bonds issued 
and to be issued under the Indenture, and the sum of One Dollar 
duly paid by the Trustee to the Company, and of other good and 
valuable consideration, the receipt of which is hereby 
acknowledged, and for the purpose of securing the due and 
punctual payment of the principal of and premium, if any, and 
interest on all bonds now outstanding under the Indenture and 
the $1,733,896 principal amount of bonds of the 2028 Series 
proposed presently to be issued and all other bonds which shall 
be issued under the Indenture, and for the purpose of securing 
the faithful performance and observance of all covenants and 
conditions therein and in any supplemental indenture set forth, 
the Company has given, granted, bargained, sold, released, 
transferred, assigned, hypothecated, pledged, mortgaged, 
confirmed, created a security interest in, set over, warranted, 
aliened and conveyed and by these presents does give, grant, 
bargain, sell, release, transfer, assign, hypothecate, pledge, 
mortgage, confirm, create a security interest in, set over, 
warrant, alien and convey unto Citibank, N.A., as Trustee as 
provided in the Indenture, and its successor or successors in 
the trust thereby and hereby created and to its or their assigns 
forever, all the right, title and interest of the Company in and 
to the property described in the Indenture (and not therein 
expressly excepted), together (subject to the provisions of 
Article X of the Indenture) with the tolls, rents, revenues, 
issues, earnings, income, products and profits thereof, and does 
hereby confirm that the Company will not cause or consent to a 
partition, whether voluntary or through legal proceedings, of 
property, whether herein described or heretofore or hereafter 
acquired, in which its ownership shall be as a tenant in common 
except as permitted by and in conformity with the provisions of 
the Indenture and particularly of said Article X thereof.

     TOGETHER WITH all and singular the tenements, hereditaments 
and appurtenances belonging or in any wise appertaining to the 
premises, property, franchises and rights, or any thereof, 
referred to in the Indenture (and not therein expressly 
excepted) with the reversion and reversions, remainder and 
remainders and (subject to the provisions of Article X of the 
Indenture) the tolls, rents, revenues, issues, earnings, income, 
products and profits thereof, and all the estate, right, title 
and interest and claim whatsoever, at law as well as in equity, 
which the Company now has or may hereafter acquire in and to 
such premises, property, franchises and rights and every part 
and parcel thereof, subject to "excepted encumbrances" of the 
original Indenture.

     TO HAVE AND TO HOLD all said premises, property, franchises 
and rights hereby conveyed, assigned, pledged, or mortgaged, or 
intended so to be, unto the Trustee, its successor or successors 
in trust, and their assigns forever.

     BUT IN TRUST, NEVERTHELESS, with power of sale, for the 
equal and proportionate benefit and security of the holders of 
all bonds now or hereafter authenticated and delivered under the 
Indenture, and interest coupons appurtenant thereto, pursuant to 
the provisions thereof, and for the enforcement of the payment 
of said bonds and coupons when payable and the performance of 
and compliance with the covenants and conditions of the 
Indenture, without any preference, distinction or priority as to 
lien or otherwise of any bond or bonds over others by reason of 
the difference in time of the actual authentication, delivery, 
issue, sale or negotiation thereof or for any other reason 
whatsoever, except as otherwise expressly provided in the 
Indenture; and so that each and every bond now or hereafter 
authenticated and delivered thereunder shall have the same lien, 
and so that the principal of and premium, if any, and interest 
on every such bond shall, subject to the terms of the Indenture, 
be equally and proportionately secured thereby and hereby, as if 
it had been made, executed, authenticated, delivered, sold and 
negotiated simultaneously with the execution and delivery of the 
Indenture.

     AND IT IS EXPRESSLY DECLARED that all bonds authenticated 
and delivered and secured thereunder and hereunder are to be 
issued, authenticated and delivered, and all said premises, 
property, franchises and rights hereby and by the Indenture 
conveyed, assigned, pledged or mortgaged, or intended so to be 
(including all the right, title and interest of the Company in 
and to any and all premises, property, franchises and rights of 
every kind and description, real, personal and mixed, tangible 
and intangible, thereafter acquired by the Company and whether 
or not specifically described in the Indenture, except any 
therein expressly excepted), are to be dealt with and disposed 
of, under, upon and subject to the terms, conditions, 
stipulations, covenants, agreements, trusts, uses and purposes 
in the Indenture expressed, and it is hereby agreed as follows:

     Section 1.  There is hereby created a series of bonds 
designated Guarantee Series A of 1998 due 2028, which shall also 
bear the descriptive title "First Mortgage Bond" and the form of 
such series shall be substantially as hereinbefore set forth.  
Bonds of the 2028 Series shall mature on June 1, 2028.  The 
bonds of the 2028 Series may be issued only as registered bonds 
without coupons in denominations of $1,000 or, if higher, in 
such multiples of $1.00 as the Board of Directors shall approve, 
and delivery to the Trustee for authentication shall be 
conclusive evidence of such approval.  The serial numbers of 
bonds of the 2028 Series shall be such as may be approved by any 
officer of the Company, the execution thereof by any such 
officer, by facsimile signature or otherwise, to be conclusive 
evidence of such approval.  Bonds of the 2028 Series shall bear 
interest from the Initial Interest Accrual Date (as defined in 
the form of the bonds of the 2028 Series hereinabove set forth) 
at the rate of 5.375% per annum.  Principal or redemption price 
of and interest on said bonds shall be payable in any coin or 
currency of the United States of America which at the time of 
payment is legal tender for public and private debts at the 
office or agency of the Company in the Borough of Manhattan, The 
City, County and State of New York, designated for that purpose.

     Bonds of the 2028 Series shall be exchangeable and 
transferable as and to the extent set forth in the form thereof 
hereinbefore set forth.

     The bonds of the 2028 Series shall be redeemable as set 
forth in the form thereof hereinbefore set forth in whole, prior 
to maturity, upon notice given by mailing the same, postage pre-
paid, at least thirty days and not more than forty-five days 
prior to the date fixed for redemption to each registered holder 
of a bond to be redeemed at the last address of such holder 
appearing on the registry books.  The Trustee shall within five 
business days of receiving the written advice specified in the 
form of bond of the 2028 Series provided for herein mail a copy 
thereof to the Company stamped or otherwise marked to indicate 
the date of receipt by the Trustee.  The Company shall fix a 
redemption date for the redemption so demanded and shall mail to 
the Trustee notice of such date at least thirty-five days prior 
thereto.  Subject to the foregoing sentence, the redemption date 
so fixed may be any day not earlier than the date specified in 
the aforesaid written advice as the date of the accelerated 
maturity of the Revenue Bonds then outstanding under the Revenue 
Bond Indenture and not later than the forty-fifth day after 
receipt by the Trustee of such advice, unless such forty-fifth 
day is earlier than such date of accelerated maturity.  If the 
Trustee does not receive such notice from the Company within 
thirteen days after receipt by the Trustee of the aforesaid 
written advice, the redemption date shall be deemed fixed as the 
forty-fifth day after such receipt.  The Trustee shall mail 
notice of the redemption date to the Revenue Bond Trustee not 
less than thirty days prior to such redemption date, provided, 
however, that the Trustee shall mail no such notice (and no 
redemption shall be made) if prior to the mailing of such notice 
the Trustee shall have received written notice from the Revenue 
Bond Trustee of the annulment of the acceleration of the 
maturity of the Revenue Bonds then outstanding under the Revenue 
Bond Indenture and of the rescission of the aforesaid written 
advice.  The terms "Revenue Bond Trustee" and "Revenue Bond 
Indenture" as they relate to the bonds of the 2028 Series shall 
have the meanings specified in the form thereof hereinabove set 
forth.  Redemption of the bonds of the 2028 Series shall be at 
the principal amount thereof, plus accrued interest thereon to 
the date fixed for redemption and such amount shall become due 
and payable on the date fixed for such redemption.  Anything in 
this paragraph contained to the contrary notwithstanding, if, 
after mailing notice of the date fixed for redemption but prior 
to such date, the Trustee shall have been advised in writing by 
the Revenue Bond Trustee that the acceleration of the maturity 
of the Revenue Bonds then outstanding under the Revenue Bond 
Indenture has been annulled and that the aforesaid written 
advice has been rescinded, the aforesaid written advice shall 
thereupon, without further act of the Trustee or the Company, be 
rescinded and become null and void for all purposes hereunder 
(including the fixing of the Initial Interest Accrual Date as 
provided in the form of the bonds of the 2028 Series provided 
for herein) and no redemption of the bonds of the 2028 Series 
and no payments in respect thereof as specified in the aforesaid 
written notice shall be effected or required.  But no such 
rescission shall extend to any subsequent written advice from 
the Revenue Bond Trustee or impair any right consequent on such 
subsequent written advice.

     SECTION 2.  Bonds of the 2028 Series shall be deemed to be 
paid and no longer outstanding under the Indenture to the extent 
that Revenue Bonds which are outstanding from time to time under 
the Revenue Bond Indenture are paid or deemed to be paid and are 
no longer outstanding and the Trustee has been notified to such 
effect by the Company.

     SECTION 3.  The Company covenants and agrees that the 
provisions of Section 3 of the Fifth Supplemental Indenture 
dated as of September 1, 1962, which are to remain in effect so 
long as any bonds of the Sixth Series shall be outstanding under 
the Indenture, shall remain in full force and effect so long as 
any bonds of the 2028 Series shall be outstanding under the 
Indenture.

     SECTION 4.  As supplemented and amended by this 
Supplemental Indenture, the Indenture is in all respects 
ratified and confirmed, and the Indenture and this Supplemental 
Indenture shall be read, taken and construed as one and the same 
instrument.

     SECTION 5.  Nothing in this Supplemental Indenture 
contained shall, or shall be construed to, confer upon any 
person other than a holder of bonds issued under the Indenture, 
the Company and the Trustee any right or interest to avail 
himself of any benefit under any provision of the Indenture or 
of this Supplemental Indenture.

     SECTION 6.  The Trustee assumes no responsibility for or in 
respect of the validity or sufficiency of this Supplemental 
Indenture or the due execution hereof by the Company or for or 
in respect of the recitals and statements contained herein, all 
of which recitals and statements are made solely by the Company.

     SECTION 7.  This Supplemental Indenture may be executed in 
several counterparts and all such counterparts executed and 
delivered, each as an original, shall constitute but one and the 
same instrument.

     PENNSYLVANIA POWER COMPANY hereby constitutes and appoints 
Jack E. Reed to be its attorney for it and in its name as and 
for its corporate act and deed to acknowledge this Supplemental 
Indenture before any person having authority to take such 
acknowledgment, to the intent that the same may be duly 
recorded.

     CITIBANK, N.A. hereby constitutes and appoints P. DeFelice 
to be its attorney for it and in its name as and for its 
corporate act and deed to acknowledge this Supplemental 
Indenture before any person having authority to take such 
acknowledgment, to the intent that the same may be duly 
recorded.

     IN WITNESS WHEREOF, PENNSYLVANIA POWER COMPANY has caused 
its corporate name to be hereunto affixed, and this instrument 
to be signed and sealed by its President or a Vice President, 
and its corporate seal to be attested by its Secretary or an 
Assistant Secretary for and on its behalf, in the city of New 
Castle, County of Lawrence and Commonwealth of Pennsylvania and 
CITIBANK, N.A., in token of its acceptance of the trust, has 
caused its corporate name to be hereunto affixed, and this 
instrument to be signed by a Vice President and its corporate 
seal to be affixed and attested by one of its Vice Presidents in 
the City of New York, County of New York and State of New York, 
all as of the day and year first above written.

                            PENNSYLVANIA POWER COMPANY

                            By: /s/ Jack E. Reed
                                ---------------------------
                                Jack E. Reed
                                Vice President
ATTEST:

By: /s/ Robert P. Wushinske
    ------------------------------------
    Robert P. Wushinske
    Secretary

                                                        [Seal]

Signed, sealed and delivered by
PENNSYLVANIA POWER COMPANY
in the presence of:

/s/ Angeline Comparone
---------------------------------
Angeline Comparone

/s/ Sylvia M. Rashid
---------------------------------
Sylvia M. Rashid





                            CITIBANK, N.A.
                            as Trustee as aforesaid,



                            By: /s/ P. DeFelice
                                ---------------------------
                                P. DeFelice
                                Vice President

ATTEST:

By:  /s/ Carol Ng
     -------------------------
     Carol Ng
     Vice President
                                                        [Seal]

Signed, sealed and delivered by
CITIBANK, N.A.
in the presence of:

/s/ Nancy Forte
----------------------------
Nancy Forte


/s/ Wafaa Orfy
----------------------------
Wafaa Orfy






COMMONWEALTH OF PENNSYLVANIA    )
                                : ss.:
COUNTY OF LAWRENCE              )

     BE IT REMEMBERED that, on the 5th day of June, 1998, before 
me, the undersigned, a Notary Public in said County of Lawrence, 
Commonwealth of Pennsylvania, personally appeared Robert P. 
Wushinske, who being duly sworn according to law, doth depose 
and say that he was personally present and did see the common or 
corporate seal of the above named PENNSYLVANIA POWER COMPANY 
affixed to the foregoing Supplemental Indenture; that the seal 
so affixed is the common or corporate seal of the said 
Pennsylvania Power Company and was so affixed by the authority 
of the said corporation as the act and deed thereof; that the 
above named Jack E. Reed is a Vice President of said corporation 
and did sign the said Supplemental Indenture as such in the 
presence of this deponent; that this deponent is the Secretary 
of Pennsylvania Power Company, and that the name of this 
deponent above signed in attestation of the due execution of the 
said Supplemental Indenture is in this deponent's own proper 
handwriting.

   Sworn to and subscribed before me this 5th day of June, 1998.

                                                    
[SEAL]                        /s/ Robert P. Wushinske
                              ---------------------------------
                              Robert P. Wushinske, Secretary
                              
                            /s/ Donna S. Mathieson
                            ---------------------------------
                            Donna S. Mathieson, Notary Public
                                     NOTARIAL SEAL
                            DONNA S. Mathieson, Notary Public
                              New Castle, Lawrence Co., PA
                          My Commission Expires Nov. 23, 1998

COMMONWEALTH OF PENNSYLVANIA    )
                                : ss.:
COUNTY OF LAWRENCE              )

     I HEREBY CERTIFY that, on this 5th day of June, 1998, 
before me, the subscriber, a Notary Public in and for the State 
and County aforesaid, personally appeared Jacke E. Reed, the 
attorney for PENNSYLVANIA POWER COMPANY, and the attorney named 
in the foregoing Supplemental Indenture and, by virtue and in 
pursuance of the authority therein conferred upon him, 
acknowledged the said Supplemental Indenture to be the act and 
deed of said Pennsylvania Power Company.

   WITNESS my hand and notarial seal the day and year aforesaid.

[SEAL]
                                                    
                            /s/ Donna S. Mathieson
                            -----------------------------------
                            Donna S. Mathieson, Notary Public
                                      NOTARIAL SEAL
                              DONNA S. Mathieson, Notary Public
                                New Castle, Lawrence Co., PA
                            My Commission Expires Nov. 23, 1998


COMMONWEALTH OF PENNSYLVANIA    )
                                : ss.:
COUNTY OF LAWRENCE              )


     On the 5th day of June, 1998, before me, personally came 
Jack E. Reed, to me known, who, being by me duly sworn, did 
depose and say that he resides at 3487 Pheasant Chase, 
Hermitage, Pennsylvania 16148; that he is a Vice President of 
PENNSYLVANIA POWER COMPANY, one of the corporations described in 
and which executed the above instrument; that he knows the seal 
of said corporation; that the seal affixed to said instrument is 
such corporate seal; that it was affixed by order of the Board 
of Directors of said corporation, and that he signed his name 
thereto by like authority.

  WITNESS my hand and notarial seal the day and year aforesaid.

[SEAL]

                            /s/ Donna S. Mathieson
                            ----------------------------
                            Donna S. Mathieson, Notary Public
                                      NOTARIAL SEAL
                              DONNA S. Mathieson, Notary Public
                                New Castle, Lawrence Co., PA
                            My Commission Expires Nov. 23, 1998



STATE OF NEW YORK        )
                         :  ss.:
COUNTY OF NEW YORK       )

     BE IT REMEMBERED that, on the 4th day of June, 1998, before 
me, the undersigned, a Notary Public in said County of New York, 
State of New York, personally appeared Carol Ng, who being duly 
sworn according to law, doth depose and say that she was 
personally present and did see the common or corporate seal of 
the above named CITIBANK, N.A. affixed to the foregoing 
Supplemental Indenture; that the seal so affixed is the common 
or corporate seal of the said CITIBANK, N.A. and was so affixed 
by the authority of the said association as the act and deed 
thereof; that the above named P. DeFelice is one of the Vice 
Presidents of said association and did sign the said 
Supplemental Indenture as such in the presence of this deponent; 
that this deponent is a Vice President of said CITIBANK, N.A., 
and that the name of this deponent above signed in attestation 
of the due execution of the said Supplemental Indenture is in 
this deponent's own proper handwriting.

  Sworn to and subscribed before me this 4th day of June, 1998.

                              /s/ Carol Ng     
                              ----------------------------
[SEAL]                        Carol Ng, Vice President

                              /s/ Doris Ware
                              -----------------------------
                                     Doris Ware
                           Notary Public, State of New York
                                  No. 01WA5017241
                              Qualified in Queens County
                        Commission Expires September 7, 1999




STATE OF NEW YORK    )
                     )  ss.:
COUNTY OF NEW YORK   )


     I HEREBY CERTIFY that, on this 4th day of June, 1998, 
before me, the subscriber, a Notary Public in and for the State 
and County aforesaid, personally appeared P. DeFelice, the 
attorney for CITIBANK, N.A., and the attorney named in the 
foregoing Supplemental Indenture and, by virtue and in pursuance 
of the authority therein conferred upon him, acknowledged the 
execution of said Supplemental Indenture to be the act and deed 
of said CITIBANK, N.A.

   WITNESS my hand and notarial seal the day and year aforesaid.

                                  /s/ Doris Ware
                                  ---------------------------
                                     Doris Ware
                           Notary Public, State of New York
                                  No. 01WA5017241
                              Qualified in Queens County
                        Commission Expires September 7, 1999
                                                       

[SEAL]

STATE OF NEW YORK    )
                     )  ss.:
COUNTY OF NEW YORK   )


     On the 4th day of June, 1998, before me, personally came P. 
DeFelice, to me known, who being by me duly sworn, did depose 
and say that he resides at 47-09 169th Street, Flushing, New 
York; that he is a Vice President of CITIBANK, N.A., one of the 
parties described in and which executed the above instrument; 
that he knows the seal of said association; that the seal 
affixed to said instrument is such corporate seal; that it was 
so affixed by authority of the Board of Directors of said 
association, and that he signed his name thereto by like 
authority.

   WITNESS my hand and notarial seal the day and year aforesaid.


                                  /s/ Doris Ware
                                  ---------------------------
                                     Doris Ware
                           Notary Public, State of New York
                                  No. 01WA5017241
                              Qualified in Queens County
                        Commission Expires September 7, 1999
                                                       
[SEAL]

     Citibank, N.A. hereby certifies that its precise name and 
address as Trustee hereunder are:

                                CITIBANK, N.A.
                                111 Wall Street
                                Borough of Manhattan
                                City, County and State
                                  of New York  10043


                                CITIBANK, N.A.

                                By:  /s/ P. DeFelice 
                                    ------------------------ 
                                     P. DeFelice
                                     Vice President
 
(..continued)