EXHIBIT 3 - B

                          PENNSYLVANIA ELECTRIC COMPANY


                       RESTATED ARTICLES OF INCORPORATION


I.      The name of the Company is PENNSYLVANIA ELECTRIC COMPANY.

II.     The location and post office address of the registered office of the
Company in the  Commonwealth of Pennsylvania is:

                          2800 Pottsville Pike
                          Muhlenberg Township
                          Berks County, Pennsylvania 19605

III.    The purposes for which the Company is incorporated are as follows:

        A.     The production, generation, manufacture, transmission, 
transportation, distribution, furnishing and supply of electricity to or 
for the public.

        B The engaging in all other lawful business for which  corporations  may
be incorporated under the Business Corporation Law of 1988.

IV.     The term of existence of the Company shall be perpetual.

V.      The aggregate number of shares which the Company shall have authority 
to issue shall be:

        A.     5,400,000 shares of Common Stock of the par value of $20 per 
share having an aggregate par value of $108,000,000; and

        B.     11,435,000 shares of Preferred Stock, without par value, and 
having a maximum aggregate stated value of $250,000,000.

VI.  The  board  of  directors   shall  have  the  authority  to  determine  the
designations,   preferences,   voting   powers,   qualifications,   limitations,
restrictions,  and special or relative  rights in respect of any class or series
of the Preferred Stock.

VII.    If  authorized  by the board of  directors  of the  Company,  any or all
        classes or series of shares, or any part thereof,  may be uncertificated
        shares,  except  that  with  respect  to any  outstanding  shares of the
        Company  represented  by  a  certificate,   such  shares  shall  not  be
        uncertificated  shares  until  the  certificate  is  surrendered  to the
        Company.


Microfilm Number               Filed with the Department of State on        
               ---------------                                      -------
Entity Number 
          -----------------   --------------------------------------------
                                        Secretary of the Commonwealth





<PAGE>


              ARTICLES OF AMENDMENT - DOMESTIC BUSINESS CORPORATION
                             DSCB: 15-1915 (Rev. 90)

        In compliance with the requirements of 15 Pa.C.S. section 1915 (relating
to articles of amendment),  the undersigned  business  corporation,  desiring to
amend its Articles, hereby states that:


1.  The name of the corporation is:  PENNSYLVANIA ELECTRIC COMPANY     
                                   -------------------------------------------

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2.  The (a)  address of this  corporation's  current  registered  office in this
    Commonwealth or (b) name or its commercial re-registered office provider and
    the county of venue is (the  Department is hereby  authorized to correct the
    following information to conform to the records of the Department):


(a) 2800 Pottsville Pike     Muhlenberg Township   Pa     19605         Berks
-----------------------------------------------------------------------------
Number and Street           City                State      Zip         County

(b)
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Name of Commercial Registered Office Provider

For a corporation  represented by a commercial  registered office provider,  the
county in (b) shall be deemed the county in which the corporation is located for
venue and official publication purposes.

3. The statute by or under which it was  incorporated is: The Act of the General
                                                  -----------------------------
Assembly of the  Commonwealth of  Pennsylvania  entitled "An Act authorizing the
--------------------------------------------------------------------------------
merger and consolidation of certain corporations", approved May 3, 1909, P.L.
--------------------------------------------------------------------------------
408.
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4.  The date of its incorporation is        June 11, 1919               .
                                     ------------------------------------

5. (Check, and if appropriate complete, one of the following):

          x The amendment shall be effective upon filing these  -----Articles of
         Amendment in the Department of State.

               The amendment shall be effective on:                        at
        -------                                     ------------------------   
        --------------------------                           Date
              Hour.

<PAGE>


6. (Check one of the following):

          x    The amendment was adopted by the shareholders (or members)
        -------pursuant to 15  Pa.C.S. section 1914(a) and (b).
               The amendment was adopted by the board of directors pursuant 
        -------to 15 Pa.C.S. section 1914(c).

7. (Check, and if appropriate complete, one of the following):



               The  amendment  adopted by the  corporation,  set forth in ------
        full, is as follows:





          x The amendment  adopted by the  corporation is set forth in -----full
        in Exhibit A attached hereto and made a part hereof.



8. (Check if the amendment restates the Articles):



          x The restated Articles of Incorporation  supersede the ----- original
       Articles and all amendments thereto.



        IN  TESTIMONY  WHEREOF,  the  undersigned  corporation  has caused these
Articles of Amendment to be signed by a duly authorized officer thereof this 8th
day of March 1999.





                               PENNSYLVANIA ELECTRIC COMPANY
                                             (Name of Corporation)

                               BY:    /s/ T. G. Howson                
                                   ----------------------------------
                                   (Signature)

                               TITLE:  Vice President
                                  and Treasurer