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 [FEE REQUIRED]
For the fiscal year ended December 31, 1996
                                  OR 
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from                   to                    
                               ------------------  ----------------
                     Commission File Number 1-3491

                      PENNSYLVANIA POWER COMPANY
        (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

         PENNSYLVANIA                               25-0718810
(STATE OR OTHER JURISDICTION OF                  (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                 IDENTIFICATION NO.)

    1 EAST WASHINGTON STREET
         P.O. BOX 891,
    NEW CASTLE, PENNSYLVANIA                           16103
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)             (ZIP CODE)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (412) 652-5531
      SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                         NAME OF EACH EXCHANGE 
        TITLE OF EACH CLASS               ON WHICH REGISTERED 
        -------------------              ---------------------
4.24% Preferred Stock, $100 par value  Philadelphia Stock Exchange, Inc.
4.25% Preferred Stock, $100 par value  Philadelphia Stock Exchange, Inc.
4.64% Preferred Stock, $100 par value  Philadelphia Stock Exchange, Inc.
7.64% Preferred Stock, $100 par value  Philadelphia Stock Exchange, Inc.
8.00% Preferred Stock, $100 par value  Philadelphia Stock Exchange, Inc.


     SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:  None

     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 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    
                            ---              ---     
     State the aggregate market value of the voting stock held by non-
affiliates of the registrant:   None

     Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of the latest practicable date:
$30 par value - 6,290,000 shares outstanding at March 21, 1997.


Documents incorporated by reference        PART OF FORM 10-K INTO WHICH
(to the extent indicated herein):            DOCUMENT IS INCORPORATED  
------------------------------------       ----------------------------
  1996 Annual Report to Stockholders                  Part II  
         (Pages 1-15)
 








































                         TABLE OF CONTENTS
                                                               Page
                                                               ----
Part I
   Item  1.  Business.........................................   1
               The Company....................................   1
               Utility Regulation.............................   1
               Capital Requirements...........................   2
               Central Area Power Coordination Group..........   3
               Nuclear Regulation.............................   4
               Nuclear Insurance..............................   4
               Environmental Matters..........................   5
                 Air Regulation...............................   5
                 Water Regulation.............................   6
                 Waste Disposal...............................   6
                 Summary......................................   6
               Fuel Supply....................................   7
               Capacity and Reserves..........................   8
               Regional Reliability...........................   8
               Competition....................................   8
               Employees......................................   8
   Item  2.  Properties.......................................   8
   Item  3.  Legal Proceedings................................   9
   Item  4.  Submission of Matters to a
               Vote of Security Holders.......................   9

Part II
   Item  5.  Market for Registrant's Common Equity
               and Related Stockholder Matters................  10
   Item  6.  Selected Financial Data..........................  10
   Item  7.  Management's Discussion and Analysis of
               Financial Condition and Results of Operations..  10
   Item  8.  Financial Statements and Supplementary Data......  10
   Item  9.  Changes In and Disagreements with Accountants
               on Accounting and Financial Disclosure.........  10

Part III
   Item 10.  Directors and Executive Officers of the
               Registrant.....................................  10
   Item 11.  Executive Compensation...........................  11
               Summary Executive Compensation Table...........  11
               Long-Term Incentive Plan Table.................  12
               Supplemental Executive Retirement Plan.........  13
               Pension Plan...................................  13
               Compensation Committee Interlocks and Insider
                 Participation in Compensation Decisions......  14
               Compensation of Directors......................  14
   Item 12.  Security Ownership of Certain Beneficial
               Owners and Management..........................  14
   Item 13.  Certain Relationships and Related Transactions...  15

Part IV
   Item 14.  Exhibits, Financial Statement Schedules and
               Reports on Form 8-K............................  15
                              PART I

ITEM 1. BUSINESS

The Company

          Pennsylvania Power Company (Company) 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. The Company is authorized to do business and owns property
in the State of Ohio. It is a wholly owned subsidiary of Ohio
Edison Company (Edison), an Ohio corporation which does business as
an electric public utility in Ohio. On September 13, 1996, Edison
entered into an agreement to merge with Centerior Energy
Corporation under a new holding company called FirstEnergy Corp. If
the merger is approved, Edison will become a subsidiary of
FirstEnergy, but will remain the Company's parent. The Company and
Edison are referred to herein collectively as Companies.

          The Company furnishes electric service to communities in
a 1,500 square mile area of western Pennsylvania. The Company also
provides transmission services and electric energy for resale to
certain municipalities in Pennsylvania. The area served by the
Company has a population of approximately 343,000.

Utility Regulation

          The Company is subject to broad regulation as to rates
and other matters by the Pennsylvania Public Utility Commission
(PPUC). With respect to its wholesale and interstate electric
operations and rates, the Company is subject to regulation,
including regulation of its accounting policies and practices, by
the Federal Energy Regulatory Commission (FERC).

          The Energy Policy Act of 1992 (1992 Act) amends portions
of the Public Utility Holding Company Act of 1935, providing
independent power producers and other nonregulated generating
facilities easier entry into electric generation markets. The 1992
Act also amended portions of the Federal Power Act, authorizing the
FERC, under certain circumstances, to mandate access to utility-
owned transmission facilities. Following the enactment of the 1992
Act, the FERC has ordered all utilities to file open access tariffs
applicable to transmission facilities, including provisions which
require utilities to offer comparable services on a
nondiscriminatory basis.

          The Company has agreements to sell power to four
wholesale customers; two of the agreements expire in March 1998,
and the other two will be in effect until September 1999. A former
municipal customer of the Company signed a contract with another
energy supplier in November 1995. The Company and the former
customer have reached a settlement of the Company's proposed
transmission rate which was approved by the FERC on March 13, 1997.
                              - 1 -
          The Company's Rate Stability and Economic Development
Plan was approved by the PPUC in the second quarter of 1996. The
regulatory plan maintains current base electric rates for the
Company through June 20, 2006, and revised the Company's fuel cost
recovery method. Under its regulatory plan, the Company eliminated
its energy cost rate (ECR) for the recovery of fuel and net
purchased power costs as a separate component of customer charges.
Energy costs were rolled into the Company's base electric rates at
their projected 1996-1997 level. All of the Company's regulatory
assets are being recovered under provisions of the regulatory plan.
In addition, the PPUC has authorized the Company to recognize
additional depreciation expense related to its generating assets
and additional amortization of regulatory assets during the ten-
year regulatory plan period of at least $358 million more than the
amounts that would have been recognized if the regulatory plan were
not in effect. These additional amounts are being recovered through
current rates.

          In December 1996, Pennsylvania enacted "The Electricity
Generation Customer Choice and Competition Act," which will permit
residents, including the Company's customers, to choose their
electric generation supplier, while transmission and distribution
services will continue to be supplied by their current providers.
Customer choice would be phased in over three years, beginning in
1999, after a two-year pilot program. The new Pennsylvania law also
establishes procedures and standards for the recovery of stranded
costs over an eight to nine-year period in the form of a transition
charge on customer billings, and allows utilities to seek PPUC
approval to securitize, or refinance, stranded costs which have
been determined by the PPUC to be recoverable. The Company believes
that this legislation will continue to provide for cost recovery in
a manner which meets the criteria for application of Statement of
Financial Accounting Standards No. 71, "Accounting for the Effects
of Certain Types of Regulation."

Capital Requirements

          The Company's total construction costs, excluding nuclear
fuel, amounted to approximately $20 million in 1996. Such costs
included expenditures for the betterment of existing facilities and
for the construction of transmission lines, distribution lines,
substations and other additions. For the years 1997-2001, such
construction costs are estimated to be approximately $100 million,
of which approximately $21 million is applicable to 1997. See
"Environmental Matters" below with regard to possible environment-
related expenditures not included in this estimate.

          During the 1997-2001 period, maturities of, and sinking
fund requirements for, long-term debt (excluding nuclear fuel) will
require the expenditure by the Company of approximately $26
million. These requirements are expected to be met with internally
generated cash.

                              - 2 -
          The Company leases its nuclear fuel requirements from OES
Fuel, Incorporated (a wholly owned subsidiary of Edison).
Investments for additional nuclear fuel during the 1997-2001 period
are estimated to be approximately $33 million, of which
approximately $9 million applies to 1997. During the same periods,
the Company's nuclear fuel investments are expected to be reduced
by approximately $32 million and $7 million, respectively, as the
nuclear fuel is consumed. The Company recovers the cost of nuclear
fuel consumed through its electric rates.

          Based on its present plans, the Company could provide for
its cash requirements in 1997 from the following sources:  funds to
be received from operations; available cash and temporary cash
investments (approximately $4 million as of December 31, 1996);
funds available under short-term bank credit arrangements presently
aggregating $2 million; and the ability to borrow up to $50 million
from Edison, if available, under a system funds pool agreement.
Additionally, the Company had $12 million of unused bank facilities
which may be borrowed for up to several days at the banks'
discretion.

          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 Company to comply with coverage requirements in order to issue
first mortgage bonds and preferred stock. The Company 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 its financial resources permit.

          The coverage requirements contained in the first mortgage
indenture under which the Company issues first mortgage bonds
provide that, except for certain refunding purposes, the Company
may not issue first mortgage bonds unless applicable net earnings
(before income taxes), calculated as provided in the indenture, 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. The
Company's 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.

          With respect to the issuance of first mortgage bonds,
other requirements also apply and are more restrictive than the
earnings test at the present time. The Company is currently able to
issue $251 million principal amount of first mortgage bonds, with
up to $117 million of such amount issuable against property
additions; the remainder could be issued against previously retired

                              - 3 -
bonds. Based upon earnings for 1996, the Company would be
permitted, under the earnings coverage test contained in the
Company's charter, to issue at least $176 million of preferred
stock at an assumed dividend rate of 9%. If the Company were to
issue additional debt at or prior to the time it issued preferred
stock, the amount of preferred stock which would be issuable would
be reduced.

          To the extent that coverage requirements or market
conditions restrict the Company's ability to issue desired amounts
of first mortgage bonds or preferred stock, the Company may seek
other methods of financing. Such financings could include the sale
of common stock to Edison, or of such other types of securities as
might be authorized by the PPUC 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.

Central Area Power Coordination Group (CAPCO)

          In September 1967, the CAPCO companies, consisting of the
Company, Edison, The Cleveland Electric Illuminating Company (CEI),
Duquesne Light Company (Duquesne) and The Toledo Edison Company,
announced a program for joint development of power generation and
transmission facilities. Included in the program are Unit 7 at the
W. H. Sammis Plant, Units 1, 2 and 3 at the Bruce Mansfield Plant,
Unit 1 at the Beaver Valley Power Station and the Perry Nuclear
Power Plant, each now in service.

          The present CAPCO Basic Operating Agreement provides,
among other things, for coordinated maintenance responsibilities
among the CAPCO companies, a limited and qualified mutual backup
arrangement in the event of outage of CAPCO units and certain
capacity and energy transactions among the CAPCO companies.

          The agreements among the CAPCO companies generally treat
the Companies as a single system as between them and the other
three CAPCO companies, but, in agreements between the CAPCO
companies and others, all five companies are treated as separate
entities. Subject to any rights that might arise among the CAPCO
companies as such, each member company, severally and not jointly,
is obligated to pay only its proportionate share of the costs
associated with the facilities and the cost of required fuel. The
CAPCO companies have agreed that any modification of their
arrangements or of their agreed-upon programs requires their
unanimous consent. Should any member become unable to continue to
pay its share of the costs associated with a CAPCO facility, each
of the other CAPCO companies could be adversely affected in varying
degrees because it may become necessary for the remaining members
to assume such costs for the account of the defaulting member.




                              - 4 -
          Under the agreements governing the construction and
operation of CAPCO generating units, the responsibility is assigned
to a specific CAPCO company. CEI has such responsibilities for
Perry, and Duquesne is responsible for Beaver Valley Unit 1. The
Companies monitor activities in connection with these units but
must rely to a significant degree on the operating company for
necessary information. The Companies in their oversight role as a
practical matter cannot be privy to every detail; it is the
operating company that must directly supervise activities and then
exercise its reporting responsibilities to the co-owners. The
Companies critically review the information given to them by the
operating company, but they cannot be absolutely certain that
things they would have considered significant have been reported or
that they always would have reached exactly the same conclusion
about matters that are reported. In addition, the time that is
necessarily part of the compiling and analyzing process creates a
lag between the occurrence of events and the time the Companies
become aware of their significance. The Company has similar
responsibilities to the other CAPCO companies with respect to Bruce
Mansfield Units 1, 2 and 3 and Edison has those responsibilities
with respect to W. H. Sammis Unit 7.

Nuclear Regulation

          The construction and operation of nuclear generating
units are subject to the regulatory jurisdiction of the Nuclear
Regulatory Commission (NRC) including the issuance by it of
construction permits and operating licenses. The NRC's procedures
with respect to application for construction permits and operating
licenses afford opportunities for interested parties to request
public hearings on health, safety, environmental and antitrust
issues. In this connection, the NRC may require substantial changes
in operation or the installation of additional equipment to meet
safety or environmental standards with resulting delay and added
costs. The possibility also exists for modification, denial or
revocation of licenses or permits. Full power operating licenses
were issued for Beaver Valley Unit 1 and Perry on July 1, 1976 and
November 13, 1986, respectively.

          The NRC has promulgated and continues to promulgate
regulations related to the safe operation of nuclear power plants.
The Company cannot predict what additional regulations will be
promulgated or design changes required or the effect that any such
regulations or design changes, or the consideration thereof, may
have upon Beaver Valley Unit 1 and Perry. Although the Company has
no reason to anticipate an accident at any nuclear plant in which
it has an interest, if such an accident did happen, it could have
a material but presently undeterminable adverse effect on the
Company's financial position. In addition, such an accident at any
operating nuclear plant, whether or not owned by the Company, could
result in regulations or requirements that could affect the


                              - 5 -
operation or licensing of plants that the Company does own with a
consequent but presently undeterminable adverse impact, and could
affect the Company's ability 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 $8.92
billion (assuming 110 units licensed to operate) for a single
nuclear incident, which amount is covered by: (i) private insurance
amounting to $200 million; and (ii) $8.72 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 $75.5 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 its present
ownership interest in Beaver Valley Unit 1 and the Perry Plant, the
Company's maximum potential assessment under these provisions
(assuming the other CAPCO companies were to contribute their
proportionate share of any assessments under the retrospective
rating plan) would be $18 million per incident but not more than
$2.3 million in any one year for each incident.

          In addition to the public liability insurance provided
pursuant to the Price-Anderson Act, the Company has also obtained
insurance coverage in limited amounts for economic loss and
property damage arising out of nuclear incidents. The Company is a
member of Nuclear Electric Insurance Limited (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 Company has policies, renewable yearly,
corresponding to its interest in Beaver Valley Unit 1 and the Perry
Plant, which provide an aggregate indemnity of up to approximately
$70 million for replacement power costs incurred during an outage
after an initial 21-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 Company's present
maximum aggregate assessment for incidents occurring during a
policy year would be approximately $0.7 million.

          The Company is insured as to its interest in Beaver
Valley Unit 1 and the Perry Plant under property damage insurance
provided by American Nuclear Insurers, Mutual Atomic Energy
Liability Underwriters and 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 for Beaver Valley
Unit 1 and the Perry Plant. The Company pays annual premiums for


                              - 6 -
this coverage and is liable for retrospective assessments of up to
approximately $2.3 million in any one year for each incident.

          The Company intends 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 Company's 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 Company's insurance policies, or to the extent
such insurance becomes unavailable in the future, the Company 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 Company is unable to
predict what effect these requirements may have on the availability
of insurance proceeds to the Company for the Company's bondholders.

Environmental Matters

          Various federal, state and local authorities regulate the
Company with regard to air and water quality and other
environmental matters. The Company has estimated capital
expenditures for environmental compliance of approximately $1
million, which is included in the construction estimate given under
"Capital Requirements" for 1997 through 2001.

     Air Regulation

          Under the provisions of the Clean Air Act of 1970, both
the Commonwealth of Pennsylvania and the State of Ohio adopted
ambient air quality standards, and related emission limits,
including limits for sulfur dioxide (SO2) and particulates. In
addition, the U.S. Environmental Protection Agency (EPA)
promulgated an SO2 regulatory plan for Ohio which became effective
for W. H. Sammis Unit 7 in 1977. Generating plants to be
constructed in the future and some future modifications of existing
facilities will be covered not only by the applicable state

                              - 7 -
standards but also by EPA emission performance standards for new
sources. In both Pennsylvania and Ohio the construction or
modification of emission sources requires approval from appropriate
environmental authorities, and the facilities involved may not be
operated unless a permit or variance to do so has been issued by
those same authorities.

          The Company is in compliance with the current SO2 and
nitrogen oxides (NOx) reduction requirements under the Clean Air
Act Amendments of 1990. SO2 reductions through the year 1999 will
be achieved by burning lower-sulfur fuel, generating more
electricity from lower-emitting plants, and/or purchasing emission
allowances. Plans for complying with reductions required for the
year 2000 and thereafter have not been finalized. The EPA is
conducting additional studies which could indicate the need for
additional NOx reductions from the Company's Pennsylvania
facilities by the year 2003. The cost of such reductions, if
required, may be substantial. The Company continues to evaluate its
compliance plan and other compliance options.

          The Company is required to meet federally approved SO2
regulations. Violation of such regulations can result in shutdown
of the generating unit involved and/or civil or criminal penalties
of up to $25,000 for each day the unit is in violation. The EPA has
an interim enforcement policy for SO2 regulations in Ohio that
allows for compliance based on a 30-day averaging period. The EPA
has proposed regulations that could change the interim enforcement
policy, including the method of determining compliance with
emission limits. The Company cannot predict what action the EPA may
take in the future with respect to proposed regulations or the
interim enforcement policy.

          In December 1996, EPA proposed changes in the National
Ambient Air Quality Standard for ozone and proposed a new standard
for previously unregulated ultra-fine particulate matter. Final
regulations for both of these standards are expected later in 1997.
The cost of compliance with these regulations may be substantial
and depends on the final provisions of the proposed regulations and
the manner in which they are implemented by the states in which the
Company operates affected facilities.

     Water Regulation

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


                              - 8 -
     Waste Disposal

          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. These regulations may result in significantly
increased costs to dispose of waste materials. The ultimate effect
of these requirements cannot presently be determined.

     Summary

          Environmental controls are still in the process of
development 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 Company cannot now
estimate the precise effect of existing and potential regulations
and legislation upon any of its existing and proposed facilities
and operations or upon its ability to issue additional first
mortgage bonds under its mortgage. The mortgage contains covenants
by the Company 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 the mortgage, in effect, also require, in the opinion
of counsel for the Company, that certification of property
additions as the basis for the issuance of bonds or other action
under the mortgage 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 Company intends to
contest any requirements it deems unreasonable or impossible for
compliance or otherwise contrary to the public interest.
Developments in these and other areas of regulation may require the
Company 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

          The Company's sources of generation during 1996 were
67.6% coal and 32.4% nuclear. All of the Company's coal supply for
the New Castle Plant is currently supplied through a sole source
contract that provides the coal on a "just-in time" basis.

          The Company estimates its 1997 coal requirement to be
1,400,000 tons (including its share of the coal requirements of
CAPCO's W. H. Sammis Unit 7 and the Bruce Mansfield Plant). The
coal requirements of W. H. Sammis Unit 7 are furnished from mines
located in Ohio, Pennsylvania and West Virginia through spot
purchases and Edison contracts which expire at various times
through February 28, 2003. See "Environmental Matters" for factors


                              - 9 -
pertaining to meeting environmental regulations affecting coal-
fired generating units.

          The Company, together with the other CAPCO companies, has
severally guaranteed (the Company's composite percentage being
approximately 6.7%) certain debt and lease obligations in
connection with a coal supply contract for the Bruce Mansfield
Plant (see Note 5 of Notes to Financial Statements). As of December
31, 1996, the Company's share of the guarantees was $7.3 million.
The price under the coal supply contract, which includes certain
minimum payments, has been determined to be sufficient to satisfy
the debt and lease obligations. This contract expires December 31,
1999.

          The Company's fuel costs (excluding disposal costs) for
each of the five years ended December 31, 1996, were as follows:

                                1996   1995   1994   1993   1992
                                ----   ----   ----   ----   ----
Cost of fuel consumed per
  million BTUs:
    Coal                        $1.31  $1.30  $1.34  $1.37  $1.42
    Nuclear                     $ .64  $ .77  $ .88  $ .97  $ .94
Average fuel cost per
  kilowatt-hour generated
  (cents)                        1.15   1.20   1.29   1.36   1.34

          OES Fuel is the sole lessor for the Company's nuclear
fuel requirements (see "Capital Requirements" and Note 1 of Notes
to Financial Statements).

          The Company and OES Fuel have contracts for the supply of
uranium sufficient to meet projected needs through 2000 and
conversion services sufficient to meet projected needs through
2001. Fabrication services for fuel assemblies have been contracted
by the CAPCO companies for the next three reloads for Beaver Valley
Unit 1 (through approximately 2000), and the next five reloads for
Perry (through approximately 2004). The Company has a contract with
U.S. Enrichment Corporation for the majority of its enrichment
requirements for nuclear fuel through 2014.

          Prior to the expiration of existing commitments, the
Company intends to make additional arrangements for the supply of
uranium and for the subsequent conversion, enrichment, fabrication,
reprocessing and/or waste disposal services, the specific prices
and availability of which are not known at this time. Due to the
present lack of availability of domestic reprocessing services, to
the continuing absence of any program to begin development of such
reprocessing capability and questions as to the economics of
reprocessing, the Company is calculating nuclear fuel costs based
on the assumption that spent fuel will not be reprocessed. On-site
spent fuel storage facilities for the Perry Plant are expected to

                             - 10 -
be adequate through 2010; facilities at Beaver Valley Unit 1 are
expected to be adequate through 2011. After on-site storage
capacity is exhausted, additional storage capacity will have to be
obtained which could result in significant additional costs unless
reprocessing services or permanent waste disposal facilities become
available. The Federal Nuclear Waste Policy Act of 1982 provides
for the construction of facilities for the disposal of high-level
nuclear wastes, including spent fuel from nuclear power plants
operated by electric utilities; however, the selection of a
suitable site has become embroiled in the political process.
Duquesne and CEI have each previously entered into contracts with
the U.S. Department of Energy for the disposal of spent fuel from
Beaver Valley Unit 1 and the Perry Plant, respectively.

Capacity and Reserves

          The 1996 net maximum hourly demand on the Company of
792,000 kilowatts (kW) (including 59,000 kW of firm power sales
which extend through 2005 as discussed under "Competition")
occurred on August 6, 1996. The seasonal capability of the Company
(including 72,000 kW of net firm and capacity purchases) on that
day was 890,000 kW. Of that capacity, 10.0% was available to serve
additional load, after giving effect to term power sales to other
utilities. Based on existing capacity plans, the load forecast made
in October 1996 and anticipated term power sales to other
utilities, the capacity margins during the 1997-2001 period are
expected to range from about 8% to 9%.

Regional Reliability

          The Companies participate with 26 other electric
companies operating in nine states in the East Central Area
Reliability Coordination Agreement (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.

Competition

          The Company competes with other utilities for intersystem
bulk power sales and for sales to municipalities. The Company
competes with suppliers of natural gas and other forms of energy in
connection with its industrial and commercial sales and in the home
climate control market, both with respect to new customers and

                             - 11 -
conversions, and with all other suppliers of electricity. To date,
there has been no substantial cogeneration by the Company's
customers.

          Technological advances and regulatory changes are driving
forces toward increasing competition in the energy market. The
Pennsylvania pilot program, which will allow residents to choose
their electric generation supplier (see "Utility Regulation"), is
one such regulatory change. These regulatory changes could place
downward pressure on the Company's prices in the future. The
Company is actively involved in the implementation of the pilot
program, but is unable to predict the ultimate outcome.

          In an effort to more fully utilize its facilities and
hold down rates to its other customers, the Company has entered
into a long-term power sales agreement with another utility.
Currently, the Company is selling 63,000 kW annually under this
contract through December 31, 2005. The Company has the option to
reduce this commitment by 21,000 kW, with three years' advance
notice.

Employees

          At December 31, 1996, the Company had 1,015 employees.

ITEM 2. PROPERTIES

          The Company's First Mortgage 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 amended and
supplemented, constitutes, in the opinion of the Company's counsel,
a direct first lien on substantially all of the Company's physical
property, subject only to excepted encumbrances, as defined in the
Indenture. See Notes 2 and 3 of Notes to Financial Statements for
information concerning leases and financing encumbrances affecting
certain of the Company's properties.

          The Company owns, individually or together with one or
more of the other CAPCO companies as tenants in common, the
generating units in service shown below:













                             - 12 -

                                 Net Demonstrated
                                   Capacity (kW)
                             -------------------------
                                             Company's    Ownership
Plant-Location        Unit    Total        Entitlement    Interest
--------------        ----    -----        -----------   ---------
Coal-Fired Units
----------------
  New Castle-West
   Pittsburg, PA      3-5    333,000         333,000       100.00%
  B. Mansfield-
   Shippingport, PA    1     780,000          33,000         4.20%
                       2     780,000          53,000         6.80%
                       3     800,000          50,000         6.28%
  W. H. Sammis-
   Stratton, OH        7     600,000         125,000        20.80%

Nuclear Units
-------------
  Beaver Valley-
   Shippingport, PA    1     810,000         142,000        17.50%
  Perry-North Perry
   Village, OH             1,194,000          63,000         5.24%

Oil-Fired Units
---------------
  Various                    164,000          25,000        15.18%
                                            --------
   Total                                     824,000
                                            ========

          Prolonged outages of existing generating units might make
it necessary for the Company, depending upon the demand for
electric service upon its 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 Company's interruptible
programs, all to an extent not presently determinable.

          The Company's generating plants and load centers are
connected by a transmission system consisting of elements having
various voltage ratings ranging from 23 kilovolts (kV) to 345 kV.
The Company's overhead and underground transmission lines aggregate
607 miles.

          The Company's electric distribution systems include 5,098
miles of overhead pole line and underground conduit carrying
primary, secondary and street lighting circuits. It owns,
individually or together with one or more of the other CAPCO
companies as tenants in common, 85 substations with a total
installed transformer capacity of 3,937,154 kilovolt-amperes, of
which 17 are transmission substations, including 8 located at
generating plants.
                             - 13 -
          The Company's transmission lines also interconnect with
those of Edison, Duquesne and West Penn Power Company. These
interconnections make possible utilization by the Company of
generating capacity constructed as a part of the CAPCO program, as
well as providing opportunities for the sale of power to other
utilities.

ITEM 3.   LEGAL PROCEEDINGS

     None.

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 Company is a wholly owned subsidiary of Edison.
Quarterly dividends of $.85 per share were paid on the Company's
common stock during 1996 and 1995.

          For information with respect to certain restrictions on
the payment of cash dividends on common stock, see Note 3(a) of
Notes to Financial Statements.

ITEM 6.   SELECTED FINANCIAL DATA

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

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

          The information called for by Items 6 through 8 is
incorporated herein by reference to the Selected Financial Data,
Management's Discussion and Analysis of Results of Operations and
Financial Condition, and Financial Statements included on pages 1
through 15 in the Company's 1996 Annual Report to Stockholders.

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

     None.

                                PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

          The present term of office of each director extends until
the next succeeding annual meeting of stockholders and until his
successor is elected and shall qualify.
                             - 14 -
          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.

H. Peter Burg-Age 50

     President and Chief Operating Officer, and Chief Financial   
     Officer of Edison since 1996. Senior Vice President and Chief 
     Financial Officer of Edison  from 1989 to 1996. President of 
     the Company from 1994 to 1995. Director of the Company since 
     1989. Mr. Burg is also a director of Edison.

Willard R. Holland-Age 60

     Chairman of the Board and Chief Executive Officer, and Chief 
     Financial Officer of the Company, since 1993.  Chairman of the 
    Board and Chief Executive Officer of Edison, since 1996.      
    President and Chief Executive Officer of Edison, from 1993 to 
     1996. President and Chief Operating Officer of Edison from   
     1991 to 1993. Director of the Company since 1991. Mr. Holland 
     is also a director of Edison and A. Schulman, Inc.

R. Joseph Hrach-Age 48

     President of the Company since 1996. Division Manager, Stark 
     Division, of Edison from 1991 to 1996. Director of the Company 
    since 1996.

Joseph J. Nowak-Age 65

     Retired. Consultant to Armco Inc. during 1993 and Vice       
     President during 1992 of Armco Inc., and Executive Vice      
     President-Operations from 1988 to 1992 of Cyclops Industries, 
     Inc., manufacturers of steel products. Cyclops Industries,   
     Inc. merged with Armco Inc. in 1992. Director of the Company 
     since 1982.

Jack E. Reed-Age 54

     Vice President of the Company since 1992. Manager, Substation 
     and Distribution of Edison, from 1991 to 1992. Director of the 
    Company since 1992.

Richard L. Werner-Age 65

     Chairman of the Board, President, and Chief Executive Officer 
     since 1977 of Werner Co., Inc., manufacturer of aluminum     
     extrusions, ladders and scaffolding. Director of the Company 
     since 1993.


                             - 15 -
Robert P. Wushinske-Age 57

     Secretary and General Counsel of the Company since 1994 and  
     Vice President and Treasurer of the Company since 1987.

David W. McKean-Age 44

     Comptroller of the Company since 1992. Director of Financial 
     Reporting of Edison from 1985 to 1992.












































                             - 16 -

<TABLE>
ITEM 11.  EXECUTIVE COMPENSATION
                                             SUMMARY EXECUTIVE COMPENSATION TABLE
<CAPTION>
                                          Annual Compensation
                                   --------------------------------
                                                                          Long-Term
       Name and                                                         Compensation      All Other
   Principal Position              Year   Salary    Bonus      Other(2)   Payouts(3)   Compensation(4)
--------------------------         ----  --------  -------     --------   ----------   ---------------
<S>                                <C>   <C>       <C>         <C>        <C>          <C>
Willard R. Holland                 1996  $103,332  $42,639      $  126      $12,420        $14,461
  Chairman of the Board and        1995   100,473   35,907         281        5,294          7,701
  Chief Executive Officer          1994    92,346   18,500(1)      178        -0-            8,917

Jack E. Reed                       1996   121,900   27,783         623        5,606          7,371
  Vice President                   1995   117,619   26,247          28        2,683          6,042
                                   1994   109,532    9,666          12         -0            6,214

Robert P. Wushinske                1996   116,773   27,882         102         -0-           6,230
  Vice President, Secretary,       1995   112,738   21,774         113         -0-           5,652
  Treasurer, and General Counsel   1994   103,747   10,170         -0-         -0-           5,529
<FN>
(1)  This amount reflects 50% of the annual awards under the Executive
     Incentive Compensation Plan; the remaining amount, which was
     mandatorily deferred into a Common Stock Equivalent Account, was
     previously reported in the Long-Term Incentive Plan Table. Beginning
     in 1995, all annual awards are reported in this column as there is no
     longer a mandatory deferral.
(2)  Consists of reimbursement for income tax obligations on Executive
     Indemnity Program premium and on perquisites.
(3)  These amounts represent cash payouts of the portion of prior years'
     Executive Incentive Compensation Plan annual award previously deferred
     into a Common Stock Equivalent Account.
(4)  For 1996, amount is comprised of (1) matching Edison common stock
     contributions under the tax qualified Savings Plan: Holland - $1,260;
     Reed - $4,780; Wushinske - $4,908; (2) the current dollar value of the
     Company's portion of the premiums paid in 1996 for insurance policies
     under the Executive Supplemental Life Plan:  Holland - $3,130;
     Reed - $1,650;  Wushinske - $1,322; (3) above market interest earned
     under the Executive Deferred Compensation Plan: Holland - $10,071;
     Reed - $920; and (4) a portion of the Executive Indemnity Program
     premium reportable as income: Reed - $21.
</TABLE>
                                                           - 17 -
<TABLE>
                                          LONG-TERM INCENTIVE PLAN TABLE
                                            AWARDS IN LAST FISCAL YEAR
<CAPTION>
                         1996 Target   Equivalent                           Estimated Future Payouts Under
                          Long-Term     Number of   Performance or Other      Non-Stock Price Based Plan
                          Incentive   Performance       Period Until        (Number of Performance Shares)
                                                                           ----------------------------------
      Name               Opportunity    Shares      Maturation or Payout     Below
                                                                           Threshold Threshold Target Maximum
      ----               -----------  -----------   --------------------   --------- --------- ------ -------
<S>                      <C>          <C>           <C>                    <C>       <C>       <C>    <C>
W. R. Holland-CEO          $62,229       2,692             4 years            -0-      1,346    2,692  4,039
J. E. Reed                  11,702         506             4 years            -0-        253      506    759
R. P. Wushinske              4,272         184             4 years            -0-         92      184     275


</TABLE>


























                                                   - 18 -

Each executive's 1996 target long-term incentive opportunity was
converted into performance shares equal to an equivalent number of
shares of Edison's common stock based on the average price of such
stock during December 1995, and will be held in a Common Stock
Equivalent Account through 1999. At the end of this four-year
performance period, this Common Stock Equivalent Account will be
valued based on the average price of Edison's common stock during
December 1999 and as if any dividends that would have been paid on
such stock during the performance period were reinvested on the
date paid. This value may be increased or decreased based upon the
total return of Edison's common stock relative to the Edison
Electric Institute's Index of 100 Investor-owned Electric Utility
Companies (Index) during the period. If an executive retires, dies
or otherwise leaves the employment of the Company prior to the end
of the four-year period, the value will be further proportionally
decreased based on the number of months worked during the period.
However, an executive must work at least twelve months during the
four-year period to be eligible for an award payout. The final
value of an executive's account, if any, will be paid to the
executive in cash early in the year 2000.

          The final value of an executive's account may range from
zero to 150% of the target amount. The maximum amount in the above
table is equal to 150% of the target 1996 long-term incentive
opportunity and will be earned if Edison's total shareholder return
is in the top 15% compared to the Index noted above. An amount
equal to 100% of the target 1996 long-term incentive opportunity
will be earned if Edison's total shareholder return is in the 38th
percentile compared to the Index. The threshold amount is equal to
50% of the target 1996 long-term incentive opportunity and will be
earned if Edison's total shareholder return is in the 60th
percentile compared to the Index. Payouts for a total shareholder
return ranking between the 15th percentile and 60th percentile will
be interpolated. However, there will be no long-term award payouts
if Edison's total shareholder return compared to the Index falls
below the 60th percentile.

Supplemental Executive Retirement Plan

          The Company participates in the Ohio Edison System
Supplemental Executive Retirement Plan. Mr. Holland is the only
executive officer listed above who is eligible to participate in
the Plan. At normal retirement, eligible senior executives of the
Company who have five or more years of service with the Ohio Edison
System are provided a retirement benefit equal to the greater of 65
percent of their highest annual salary from the Company, or 55
percent of the average of their highest three consecutive years of
salary plus annual incentive awards paid after January 1, 1996 and
paid prior to retirement, reduced by the executive's pensions under
tax-qualified pension plans of the Company or other employers, any
supplementary pension under the Company's Executive Deferred
Compensation Plan, and social security benefits. Subject to

                             - 19 -
exceptions that might be made in specific cases, senior executives
retiring prior to age 65, or with less than five years of service,
or both, may receive a similar but reduced benefit. This Plan also
provides for disability and surviving spouse benefits. As of the
end of 1996, the estimated annual retirement benefits at age 65
from all of the above sources was $67,166 for Mr. Holland.

Pension Plan

          The Company's trusteed noncontributory Pension Plan
covers substantially all full-time employees including officers of
the Company. Pension benefits are determined using a formula based
on a Pension Plan participant's years of accrued service and
average rate of monthly earnings for the highest 60 months of the
last 120 months of accrued service immediately preceding retirement
or termination of service.

          Compensation covered by the Pension Plan consists of
basic cash wages and compensation deferred through the Savings Plan
up to the maximum amount permitted under the Internal Revenue Code
of 1986, as adjusted in accordance with regulations. This amount
was $150,000 per year for 1996 and is $160,000 per year for 1997.
In addition, a supplementary pension benefit may be payable to
participants in the Executive Deferred Compensation Plan.
Compensation for 1996 covered by these two plans for the officers
shown in the Executive Compensation Table who are not currently
participants in the Ohio Edison System Supplemental Executive
Retirement Plan is shown under the Salary column of the Table. The
credited years of service for these same officers are as follows:
J. E. Reed-30 years; and R. P. Wushinske-23 years.

          The following table shows the estimated annual amounts
payable upon retirement as pension benefits under the Pension Plan
and the supplemental pension benefit under the Executive Deferred
Compensation Plan, based on specified compensation and years of
credited service classifications, assuming continuation of both
such present Plans and employment until age 65. Retirement prior to
age 62 results in a reduction of pension benefits. The amounts
shown are subject to a reduction based on an individual's covered
compensation, date of birth and years of credited service as
defined by the Pension Plan and its optional survivorship
provision.











                             - 20 -

<TABLE>
                           Estimated Annual Retirement Payment from the
                        Pension Plan and the Annual Supplementary Pension
                     Benefit under the Executive Deferred Compensation Plan
                     -------------------------------------------------------
<CAPTION>
 Applicable          15 Years       25 Years       35 Years       45 Years
Annual Earnings       Service        Service        Service        Service
---------------      --------       --------       --------       --------
<S>                  <C>            <C>            <C>            <C>
   $ 90,000           $25,700        $40,100        $52,700        $62,600
    100,000            28,500         45,500         58,500         69,500
    110,000            31,400         50,100         64,400         76,500
    120,000            34,200         54,600         70,200         83,400
    130,000            37,100         59,200         76,100         90,400
    140,000            39,900         63,700         81,900         97,300




























                                                   - 21 -

Compensation Committee Interlocks and Insider Participation in
Compensation Decisions

          The Board of Directors has no compensation committee. The
Board of Directors, other than Mr. Holland, establishes the
compensation of Mr. Holland as chief executive officer; Mr. Holland
establishes the compensation of the other executive officers of the
Company. During 1996 Mr. Holland served as a director of Edison and
H. Peter Burg served as an executive officer of Edison and as a
director of the Company. In his capacity as a director of the
Company, Mr. Burg participated in decisions relating to the
compensation of Mr. Holland.

Compensation of Directors

          Directors who are not employees of the Companies receive
an annual retainer of $4,200 and 100 shares of Edison Common Stock
for each full year of service. Such directors are also paid a
meeting fee of $375 for each board meeting attended and are
reimbursed for expenses for the attendance thereof, if any.
Directors who are also employees of the Company or of Edison
receive no compensation for serving as directors.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
          AND MANAGEMENT

     (a)  Security Ownership of Certain Beneficial Owners at
          March 21, 1997:

                Name and Address of  Amount and Nature of  Percent
Title of Class    Beneficial Owner   Beneficial Ownership  of Class
--------------  -------------------  --------------------  --------

Common Stock,   Ohio Edison Company    6,290,000 shares      100%
$30 par value   76 South Main Street    held directly
                 Akron, Ohio 44308

     (b)  Security Ownership of Management at December 31, 1996:















                             - 22 -

</TABLE>
<TABLE>
<CAPTION>
                    Title of Class                        Percent of Class
                       Edison           Nature of               Edison              Common
                     Common Stock       Beneficial              Common               Stock
                     No. of Shares       Ownership               Stock            Equivalents*
                    --------------   ------------------   ---------------------   ------------
<S>                 <C>              <C>                  <C>                     <C>
H. P. Burg               10,111      Direct or Indirect   Less than one percent      13,569
W. R. Holland             7,502             "                      "                 44,741
R. J. Hrach               1,594             "                      "                    426
J. J. Nowak               1,169             "                      "
J. E. Reed                4,435             "                      "                  1,895
R. L. Werner                432
R. P. Wushinske           2,168             "                      "                    451
All directors and
 executive officers
 as a group              29,182             "                      "                 61,082

<FN>
*  Common Stock Equivalents are the cumulative number of performance shares
   credited to each executive officer as of December 31, 1996. These
   performance shares are the portion of the 1992, 1993, and 1994 annual
   incentive awards under the Executive Incentive Compensation Plan that were
   deferred for four years, and the 1995 and 1996 long-term incentive
   opportunities that were deferred for four years under such Plan. For a
   detailed explanation of the Plan, see the footnote to the Long-Term
   Incentive Plan Table. Such performance shares do not have voting rights
   or other rights associated with ownership.

</TABLE>













                                                   - 23 -

   (c)   Changes in Control: Not applicable

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

          None.


                               PART IV

ITEM 14.  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 Company's 1996 Annual Report to
Stockholders (Exhibit 13 below) at the pages indicated.
               
                                                         Page No.
                                                         --------
Statements of Income-Three Years Ended December 31, 1996     4
Balance Sheets-December 31, 1996 and 1995                    5
Statements of Capitalization-December 31, 1996 and 1995      6
Statements of Retained Earnings-Three Years
 Ended December 31, 1996                                     7
Statements of Capital Stock and Other Paid-In Capital-
 Three Years Ended December 31, 1996                         7
Statements of Cash Flows-Three Years Ended
 December 31, 1996                                           8
Statements of Taxes-Three Years Ended December 31, 1996      9
Notes to Financial Statements                              10-15
Report of Independent Public Accountants                    15

    2.  Financial Statement Schedules

    Included in Part IV of this report:
                                                          Page No.
                                                          --------

  Report of Independent Public Accountants                   22
Schedule - Three Years Ended December 31, 1996:

    II - Valuation and Qualifying Accounts                   23

     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.





                             - 24 -
    3.  Exhibits

Exhibit
Number
-------
     3-1 - Agreement of Merger and Consolidation dated April      
           1,1929, among Pennsylvania Power Company ("Penn Power"), 
           Harmony Electric Company and Peoples Power Company     
           (consummated May 31, 1930), copies of Letters Patent   
           issued thereon, together with the Election Return and  
           Treasurer's Return, relative to decrease of capital    
           stock; Election Return authorizing change of capital   
           stock and increase of indebtedness; Election Return    
           authorizing change of capital stock; Election Return   
           authorizing increase of capital stock; Election Return 
           establishing 4.24% Preferred Stock; Certificate with   
           respect to the establishment of the 4.64% Preferred    
           Stock; Election Returns and Certificates of Actual Sale 
           in connection with the purchase by Penn Power of all the 
           property of Pine-Mercer Electric Company, Industry     
           Borough Electric Company, Ohio Township Electric       
           Company, and Shippingport Borough Electric Company;    
           Certificate of Change of Location of Penn Power's      
           principal office; Certificate of Consent authorizing   
           increase in authorized Common Stock; Certificate of    
           Consent with respect to the removal of limitations on  
           the authorized amount of indebtedness of Penn Power;   
           Election Returns and Certificates of Actual Sale in    
           connection with the purchase by Penn Power of all the  
           property of Borolak Public Service Company, Eastfax    
           Public Service Company, Norango Public Service Company, 
           Sadwick Public Service Company, Sosango Public Service 
           Company, Surrick Public Service Company, Wesango Public 
           Service Company, and Westfax Public Service Company;   
           Certificate of Change of Location of Penn Power's      
           principal office; Amendment to the Charter extending the 
           territory in which Penn Power may operate in the Borough 
           of Shippingport, Beaver County, Pennsylvania;          
           Certificate of Consent authorizing increase in         
           authorized Common Stock; Certificate with respect to the 
           establishment of the 8% Preferred Stock; Certificate   
           accepting Business Corporation Law of Pennsylvania for 
           government and regulation of affairs of Penn Power;    
           Articles of Amendment incorporating certain protective 
           provisions relating to Preferred Stock, increasing     
           amount of authorized Preferred Stock and authorizing   
           future increases in amounts of authorized Preferred    
           Stock without a vote of the holders of Preferred Stock; 
           Articles of Amendment increasing the authorized number 
           of shares of Common Stock; Statement Affecting Class or 
           Series of Shares with respect to the establishment of  
           the 7.64% Preferred Stock; Articles of Amendment       

                             - 25 -
Exhibit
Number
-------
           increasing the authorized number of shares of Common   
           Stock; Articles of Amendment increasing the number of  
           authorized shares of Preferred Stock; Statement        
           Affecting Class or Series of Shares with respect to the 
           establishment of the 8.48% Preferred Stock; Articles of 
           Amendment authorizing sinking fund requirements for    
           Preferred Stock; Statement Affecting Class or Series of 
           Shares with respect to the establishment of the 11%    
           Preferred Stock; Articles of Amendment increasing the  
           authorized number of shares of Common Stock; Statement 
           Affecting Class or Series of Shares with respect to the 
           establishment of the 9.16% Preferred Stock; Articles of 
           Amendment increasing authorized number of shares of    
           Common Stock; Articles of Amendment increasing         
           authorized number of shares of Preferred Stock;        
           Statement Affecting Class or Series of Shares with     
           respect to the establishment of the 8.24% Preferred    
           Stock; Statement Affecting Class or Series of Shares   
           with respect to the establishment of the 10.50%        
           Preferred Stock; Articles of Amendment increasing      
           authorized number of shares of Common Stock; Articles of 
           Amendment increasing authorized number of shares of    
           Preferred Stock; Statement Affecting Class or Series of 
           Shares with respect to the establishment of the 15.00% 
           Preferred Stock; Statement Affecting Class or Series of 
           Shares with respect to the establishment of the 11.50% 
           Preferred Stock; Articles of Amendment increasing      
           authorized number of shares of Preferred Stock;        
           Statement Affecting Class or Series of Shares with     
           respect to the establishment of the 13.00% Preferred   
           Stock; Statement Affecting Class or Series of Shares   
           with respect to the establishment of the 11.50%        
           Preferred Stock, Series B; Articles of Amendment       
           effective April 2, 1987, adding a standard of care for, 
           and limiting the personal liability of, officers and   
           directors; Articles of Amendment effective April 1,    
           1992, setting forth corporate purposes of the Company; 
           Statement With Respect to Shares with respect to the   
           establishment of the 7.625% Preferred Stock and        
           Statement with Respect to Shares with respect to the   
           establishment of the 7.75% Preferred Stock.(Physically 
           filed and designated respectively, as follows: in Form 
           A-2, Registration No. 2-3889, as Exhibit A-1; in Form 1- 
           MD for 1938, File No.2-3889, as Exhibit (a)-1; in Form 
           1-MD for 1945, File No. 2-3889, as Exhibit A; in Form U- 
           1, File No. 70-2310, as Exhibit A-3 (d); in Form 8-K for 
           March 1951, File No. 1-3491, as Exhibit B; in Form 8-K 
           for June 1958, File No. 1-3491B, as Exhibit 1; in Form 
           10-K for 1959 as Exhibits 1, 2, 3 and 4; in Form 8-K for

                             - 26 -

Exhibit
Number
-------
           March 1960, File No. 1-3491B as Exhibit A; in Form U-1, 
           File No. 70-3971, as Exhibit A-2; in Form U-1, File No. 
           70-4055, as Exhibit A-2; as Exhibits 1 through 8 in Form 
           8-K for January 1962, File No. 1-3491; as Exhibit A in 
           Form 8-K for August 1963, File No. 1-3491; as Exhibits 
           A and B in Form 8-K for September 1969, File No. 1-3491; 
           as Exhibit B in Form 8-K for April 1971, File No. 1-   
           3491; as Exhibit B in Form 8-K for September 1971, File 
           No. 1-3491; in Form U-1, File No. 70-5264, as Exhibit A- 
           2; as Exhibit A in Form 8-K for September 1972, File No. 
           1-3491; as Exhibit A in Form 8-K for December 1972, File 
           No. 1-3491; as Exhibit A in Form 8-K for March 1973,   
           File No. 1-3491; as Exhibit A in Form 8-K for December 
           1973, File No. 1-3491; as Exhibits A and C in Form 8-K 
           for February 1974, File No. 1-3491; as Exhibits A and B 
           in Form 8-K for January 1975, File No. 1-3491; as      
           Exhibit F in Form 8-K for May 1975, File No. 1-3491; as 
           Exhibit A in Form 8-K for April 1976, File No. 1-3491; 
           as Exhibit G in Form 10-Q for quarter ended June 30,   
           1977, File No. 1-3491; as Exhibit C in Form 10-K for   
           1977, File No. 1-3491; as Exhibit A in Form 10-K for   
           1977, File No. 1-3491; as Exhibit D in Form 10-Q for   
           quarter ended June 30, 1980, File No. 1-3491; as Exhibit 
           (4) in Form 10-Q for quarter ended June 30, 1981, File 
           No. 1-3491; as Exhibit 4 in Form 10-Q for quarter ended 
           June 30, 1982, File No. 1-3491; as Exhibit 4 in Form 10- 
           Q for quarter ended September 30, 1982, File No. 1-3491; 
           as Exhibit 4 in Form 10-Q for quarter ended September  
           30, 1983, File No. 1-3491; as Exhibit 4 in Form 10-Q for 
           quarter ended March 31, 1984, File No. 1-3491; as      
           Exhibit 4 in Form 10-Q for quarter ended June 30, 1984, 
           File No. 1-3491; as Exhibit 4 in Form 10-Q for quarter 
           ended September 30, 1985, File No. 1-3491; as Exhibit 3- 
           2 in Form 10-K for 1987 File No. 1-3491; as Exhibit 3-2 
           in Form 10-K for 1992 File No. 1-3491; as Exhibit 19-2 
           in Form 10-K for 1992 File No. 1-3491; and as Exhibit 3- 
           2 in Form 10-K for 1993 File No. 1-3491.)

     3-2 - By-Laws of the Company as amended March 25, 1992.(1992 
           Form 10-K, Exhibit 3-3, File No. 1-3491.)

     4-1*- Indenture dated as of November 1, 1945, between the    
           Company 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,        

                             - 27 -
Exhibit
Number
-------
           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) (l)- 
           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 the Company and Citibank, N.A., as Trustee.    
           (1995 Form 10-K, Exhibit 4-2.)

    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).)

-----------------
* Pursuant to paragraph (b) (4) (iii) (A) of Item 601 of Regulation 
  S-K, the Company 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 the Company, but hereby agrees to furnish to the 
  Commission on request any such instruments.


                             - 28 -

Exhibit
Number
-------
    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.)

    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 Company.)

    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.)




                             - 29 -
Exhibit
Number
-------
    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 - Participation Agreement No. 1 relating to the financing 
            of the development of certain coal mines, dated as of 
            October 1, 1973, among Quarto Mining Company, the CAPCO 
            Group, Energy Properties, Inc., General Electric Credit 
            Corporation, the Loan Participants listed in Schedules 
            A and B thereto, Central National Bank of Cleveland, as 
            Owner Trustee, National City Bank, as Loan Trustee, and 
            National City Bank, as Bond Trustee. (Registration    
            Statement of Ohio Edison Company, File No. 2-61146,   
            Exhibit 5 (e) (1).)

    10-16 - Amendment No. 1 dated as of September 15, 1978, to    
            Participation Agreement No. 1 dated as of October 1,  
            1973, among Quarto Mining Company, the CAPCO Group,   
            Energy Properties, Inc., General Electric Credit      
            Corporation, the Loan Participants listed in Schedules 
            A and B thereto, Central National Bank of Cleveland, as 
            Owner Trustee, National City Bank, as Loan Trustee, and 
            National City Bank, as Bond Trustee. (Registration    
            Statement No. 2-68906, Exhibit 5 (e) (2).)

    10-17 - Participation Agreement No. 2 relating to the financing 
            of the development of certain coal mines, dated as of 
            August 1, 1974, among Quarto Mining Company, the CAPCO 
            Group, Energy Properties, Inc., General Electric Credit 
            Corporation, the Loan Participants listed in Schedules 
            A and B thereto, Central National Bank of Cleveland, as 
            Owner Trustee, National City Bank, as Loan Trustee, and 
            National City Bank, as Bond Trustee. (Ohio Edison     
            Company, File No. 2-53059, Exhibit 5 (h)(2).)

    10-18 - Amendment No. 1 dated as of September 15, 1978, to    
            Participation Agreement No. 2 dated as of August 1,   
            1974, among Quarto Mining Company, the CAPCO Group,   
            Energy Properties, Inc., General Electric Credit      
            Corporation, the Loan Participants listed in Schedules 
            A and B thereto, Central National Bank of Cleveland, as


                             - 30 -
Exhibit
Number
-------
            Owner Trustee, National City Bank, as Loan Trustee, and 
            National City Bank, as Bond Trustee. (Registration    
            Statement No. 2-68906, Exhibit 5 (e) (4).)

    10-19 - Participation Agreement No. 3 relating to the financing 
            of the development of certain coal mines, dated as of 
            September 15, 1978, among Quarto Mining Company, the  
            CAPCO Group, Energy Properties, Inc., General Electric 
            Credit Corporation, the Loan Participants listed in   
            Schedules A and B thereto, Central National Bank of   
            Cleveland, as Owner Trustee, National City Bank, as   
            Loan Trustee, and National City Bank, as Bond Trustee. 
            (Registration Statement No. 2-68906, Exhibit 5 (e)    
            (5).)

    10-20 - Participation Agreement No. 4 relating to the financing 
            of the development of certain coal mines, dated as of 
            October 31, 1980, among Quarto Mining Company, the    
            CAPCO Group, the Loan Participants listed in Schedule 
            A thereto and National City Bank, as Bond Trustee.    
            (Registration Statement No. 2-68906, Exhibit 10-16.)

    10-21 - Participation Agreement No. 5 dated as of May 1, 1986, 
            among Quarto Mining Company, the CAPCO Companies, the 
            Loan Participants listed in Schedule A thereto, and   
            National City Bank, as Bond Trustee. (1986 Form 10-K, 
            Exhibit 10-22, File No. 1-2578, Ohio Edison Company.)

    10-22 - Participation Agreement No. 6 dated as of December 1, 
            1991, among Quarto Mining Company, the CAPCO Companies, 
            the Loan Participants listed in Schedule A thereto,   
            National City Bank, as Mortgage Bond Trustee, and     
            National City Bank, as Refunding Bond Trustee. (1991  
            Form 10-K, Exhibit 10-19, File No. 1-2578, Ohio Edison 
            Company.)

    10-23 - Agreement entered into as of October 20, 1981, among  
            the CAPCO Companies regarding the use of Quarto Coal at 
            Mansfield Units Nos. 1, 2 and 3. (1981 Form 10-K,     
            Exhibit 20-1, File No. 1-2578, Ohio Edison Company.)

    10-24 - Restated Option Agreement dated as of May 1, 1983, by 
            and between The North American Coal Corporation and the 
            CAPCO Companies. (1983 Form 10-K, Exhibit 19-1, File  
            No. 1-2578,  Ohio Edison Company.)

    10-25 - Trust Indenture and Mortgage dated as of October 1,   
            1973, between Quarto Mining Company and National City 
            Bank, as Bond Trustee, together with Guaranty, dated as

                             - 31 -
Exhibit
Number
-------
            of October 1, 1973, with respect thereto by the CAPCO 
            Group. (Registration Statement of Ohio Edison Company, 
            File No. 2-61146, Exhibit 5 (e) (5).)

    10-26 - Amendment No. 1 dated August 1, 1974, to Trust        
            Indenture and Mortgage dated as of October 1, 1973,   
            between Quarto Mining Company and National City Bank, 
            as Bond Trustee, together with Amendment No. 1 dated  
            August 1, 1974, to Guaranty dated as of October 1,    
            1973, with respect thereto by the CAPCO Group.        
            (Registration Statement of Ohio Edison Company, File  
            No. 2-53059, Exhibit 5 (h) (2).)

    10-27 - Amendment No. 2 dated as of September 15, 1978, to    
            Trust Indenture and Mortgage dated as of October 1,   
            1973, as amended, between Quarto Mining Company and   
            National City Bank, as Bond Trustee, together with    
            Amendment No. 2 dated as of September 15, 1978, to Bond 
            Guaranty dated as of October 1, 1973, as amended,     
            between the CAPCO Group and National City Bank, as Bond 
            Trustee. (Registration Statement No. 2-68906, Exhibits 
            5 (e) (11) and 5 (e) (12).)

    10-28 - Amendment No. 3 dated as of October 31, 1980, to Trust 
            Indenture and Mortgage dated as of October 1, 1973, as 
            amended, between Quarto Mining Company and National   
            City Bank, as Bond Trustee. (Registration Statement No. 
            2-68906, Exhibit 10-16.)

    10-29 - Amendment No. 4 dated as of July 1, 1985, to Trust    
            Indenture and Mortgage dated as of October 1, 1973, as 
            amended, between Quarto Mining Company and National   
            City Bank, as Bond Trustee. (1985 Form 10-K, Exhibit  
            10-28, File No. 1-2578, Ohio Edison Company.)

    10-30 - Amendment No. 5 dated as of May 1, 1986, to Trust     
            Indenture and Mortgage dated as of October 1, 1973, as 
            amended, between Quarto Mining Company and National   
            City Bank, as Bond Trustee. (1986 Form 10-K, Exhibit  
            10-30, File No. 1-2578, Ohio Edison Company.)

    10-31 - Amendment No. 6 dated as of December 1, 1991, to Trust 
            Indenture and Mortgage dated as of October 1, 1973, as 
            amended, between Quarto Mining Company and National   
            City Bank, as Bond Trustee. (1991 Form 10-K, Exhibit  
            10-28, File No. 1-2578, Ohio Edison Company.)




                             - 32 -
Exhibit
Number
-------
    10-32 - Trust Indenture dated as of December 1, 1991, between 
            Quarto Mining Company and National City Bank, as Bond 
            Trustee. (1991 Form 10-K, Exhibit 10-29, File No. 1-  
            2578, Ohio Edison Company.)

    10-33 - 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        
            Statement No. 2-68906, Exhibit 10-16.)

    10-34 - Amendment No. 4 dated as of July 1, 1985, to the Bond 
            Guaranty dated as of October 1, 1973, as amended, by  
            the CAPCO Companies to National City Bank, as Bond    
            Trustee. (1985 Form 10-K, Exhibit 10-30 , File No. 1- 
            2578, Ohio Edison Company.)

    10-35 - Amendment No. 5 dated as of May 1, 1986, to the Bond   
            Guaranty dated as of October 1, 1973, as amended, by  
            the CAPCO Companies to National City Bank, as Bond    
            Trustee. (1986 Form 10-K, Exhibit 10-33, File No. 1-  
            2578, Ohio Edison Company.)

    10-36 - Amendment No. 6A dated as of December 1, 1991, to the 
            Bond Guaranty dated as of October 1, 1973, as amended, 
            by the CAPCO Companies to National City Bank, as Bond 
            Trustee. (1991 Form 10-K, Exhibit 10-33, File No. 1-  
            2578, Ohio Edison Company.)

    10-37 - Amendment No. 6B dated as of December 30, 1991, to the 
            Bond Guaranty dated as of October 1, 1973, as amended, 
            by the CAPCO Companies to National City Bank, as Bond 
            Trustee. (1991 Form 10-K, Exhibit 10-34, File No. 1-  
            2578, Ohio Edison Company.)

    10-38 - Bond Guaranty dated as of December 1, 1991, by the    
            CAPCO Companies to National City Bank, as Bond Trustee. 
            (1991 Form 10-K, Exhibit 10-35, File No. 1-2578, Ohio 
            Edison Company.)

    10-39 - Open End Mortgage dated as of October 1, 1973, between 
            Quarto Mining Company and the CAPCO Companies and     
            Amendment No. 1 thereto dated as of September 15, 1978. 
           (Registration Statement No. 2-68906, Exhibit 10-23.)

    10-40 - Restructuring Agreement dated as of April 1, 1985,    
            among Quarto Mining Company, the CAPCO Companies,     
            Energy Properties, Inc., General Electric Credit      
            Corporation, the Loan Participants listed in schedules 
            thereto, Central National Bank of Cleveland, as Owner 

                             - 33 -
Exhibit
Number
-------
            Trustee, National City Bank, as Loan Trustee, and     
            National City Bank, as Bond Trustee. (1985 Form 10-K, 
            Exhibit 10-33, File No. 1-2578, Ohio Edison Company.)

    10-41 - Unsecured Note Guaranty dated as of July 1, 1985, by  
            the CAPCO Companies to General Electric Credit        
            Corporation. (1985 Form 10-K, Exhibit 10-34, File No. 
            1-2578, Ohio Edison Company.)

    10-42 - 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) 10-43 - Ohio Edison System Executive Supplemental Life        
            Insurance Plan. (1995 Form 10-K, Exhibit 10-44, File  
            No. 1-2578, Ohio Edison Company.)

(B) 10-44 - Ohio Edison System Executive Incentive Compensation   
            Plan. (1995 Form 10-K, Exhibit 10-45, File No. 1-2578, 
            Ohio Edison Company.)

(B) 10-45 - 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) 10-46 - Ohio Edison System Restated and Amended Supplemental  
            Executive Retirement Plan. (1995 Form 10-K, Exhibit 10- 
            47, File No. 1-2578, Ohio Edison Company.)

    10-47 - 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.)

    10-48 - 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.)

    10-49 - 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.)

    10-50 - 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.    

                             - 34 -
Exhibit
Number
-------
            (1987 Form 10-K, Exhibit 28-27, File No. 1-2578, of   
            Ohio Edison Company.)

    10-51 - 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.)

    10-52 - 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.)

    10-53 - 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.)

    10-54 - 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.)

    10-55 - 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 - Fixed Charge Ratios

(A)    13 - 1996 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 - Consent of Independent Public Accountants.

(A)    27 - Financial Data Schedule

(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.


                             - 35 -
     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.

(b)  Reports on Form 8-K

     None.













































                             - 36 -

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



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

          We have audited, in accordance with generally accepted
auditing standards, 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 February 7, 1997. Our audit was made for the
purpose of forming an opinion on those statements taken as a whole.
The schedule 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
February 7, 1997



















                             - 37 -
<TABLE>
                                                                                          SCHEDULE II

                                        PENNSYLVANIA POWER COMPANY
                                    VALUATION AND QUALIFYING ACCOUNTS
                          FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<CAPTION>

                                                         Additions
                                                  -----------------------
                                                                  Charged
                                   Beginning       Charged        to Other                      Ending
        Description                 Balance       to Income       Accounts      Deductions     Balance
        -----------               ----------      ---------       --------      ----------     -------
                                                               (In Thousands)
<S>                               <C>             <C>             <C>           <C>            <C>
Year Ended December 31, 1996:

  Accumulated provision for
    uncollectible accounts         $    563         $ 1,308       $ 362(a)       $  1,664(b)    $  569
                                   ========         =======       =====          ========       ======


Year Ended December 31, 1995:

  Accumulated provision for
    uncollectible accounts         $    515         $ 1,140       $ 344(a)       $  1,436(b)    $  563
                                   ========         =======       =====          ========       ======



Year Ended December 31, 1994:

  Accumulated provision for
    uncollectible accounts        $    559          $ 1,020       $ 328(a)       $ 1,392(b)     $  515
                                  ========          =======       =====          =======        ======

<FN>
-------------------------
(a)  Represents recoveries and reinstatements of accounts
     previously written off.
(b)  Represents the write-off of accounts considered to be uncollectible.

</TABLE>
                                                   - 38 -
                            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/Willard R.Holland
                                 --------------------------------
                                    Willard R. Holland
                                    Chairman of the Board and
                                    Chief Executive Officer
Date: March 21, 1997

          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 Willard R. Holland               /s/Robert P. Wushinske
----------------------------------  ------------------------------
   Willard R. Holland                  Robert P. Wushinske
   Chairman of the Board and Chief     Vice President and Treasurer
   Executive Officer (Principal        (Principal Accounting
   Executive Officer and               Officer)
   Principal Financial Officer)


/s/H. Peter Burg                     /s/Jack E. Reed
----------------------------------   ------------------------------
   H. Peter Burg                        Jack E. Reed
   Director                             Director


/s/R. Joseph Hrach
----------------------------------   ------------------------------
   R. Joseph Hrach                      Richard L. Werner
   Director                             Director


/s/Joseph J. Nowak
----------------------------------
   Joseph J. Nowak
   Director


Date:  March 21, 1997
                             - 39 -