EXHIBIT 3 - A

                           METROPOLITAN EDISON COMPANY

                             -----------------------


                       RESTATED ARTICLES OF INCORPORATION


I.      The name of the Company is METROPOLITAN EDISON 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.     900,000 shares of Common Stock without par value; and

        B.     10,000,000 shares of Preferred Stock, without par value, 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:  METROPOLITAN EDISON COMPANY            
                                     ------------------------------------------

--------------------------------------------------------------------------------


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)  -----------------------------------------------------------------------
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 May 3, 1909,
                                                       ------------------------
P.L.  408;  on July  30,  1976,  the  corporation  accepted  the  then  Business
--------------------------------------------------------------------------------
Corporation Law of 1933.
--------------------------------------------------------------------------------


4.  The date of its incorporation is        July 24, 1922               
                                   ---------------------------------------------

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

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

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





<PAGE>


6. (Check one of the following):

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


          x  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.





                               METROPOLITAN EDISON COMPANY
                               ---------------------------
                              (Name of Corporation)

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

                       TITLE: Vice President and Treasurer