[CONFORMED WITH RECORDATION DATA]
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                          PENNSYLVANIA POWER COMPANY

                                      to

                                CITIBANK, N.A.,
                                         As Trustee


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



                           Forty-fourth Supplemental
                                   Indenture

                       Providing among other things for

                             FIRST MORTGAGE BONDS

                      Guarantee Series of 1995 due 2028





                        Dated as of September 1, 1995






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

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

          WHEREAS the Indenture provides for the issuance of
bonds thereunder in one or more series and the Company, by
appropriate corporate action in conformity with the terms of the
Indenture, has duly determined to create one such series of bonds
under the Indenture to be designated as "First Mortgage Bonds, 
Guarantee Series of 1995 due 2028" (hereinafter sometimes
referred to as the "bonds of the Guarantee Series"), the bonds of
which are to bear interest at the annual rate of 6% per annum and
are to mature on September 1, 2028;

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


                    [FORM OF BOND OF THE GUARANTEE SERIES]

                                    [FACE]

          This Bond is not transferable except to a successor
trustee under the Trust Indenture, dated as of September 1, 1995,
between the Beaver County Industrial Development Authority and
PNC Bank, National Association, as Trustee, or in connection with
the exercise of the rights and remedies of the holder hereof
consequent upon a "default" as defined in the Indenture referred
to herein.

                          PENNSYLVANIA POWER COMPANY

          First Mortgage Bond, Guarantee Series of 1995 due 2028
 

$                                                             No. 


          Pennsylvania Power Company, a Pennsylvania corporation
(hereinafter called the "Company"), for value received, hereby
promises to pay to                               , or registered
assigns, the principal sum of $           on September 1, 2028,
and to pay the registered holder hereof interest on said sum from
the Initial Interest Accrual Date (hereinbelow defined) at the
rate of 6 per centum per annum.  The principal of and interest on
this bond shall be payable at the office or agency of the Company
in the Borough of Manhattan, The City, County and State of New
York, designated for that purpose, in any coin or currency of the
United States of America which at the time of payment is legal
tender for public and private debts.

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

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

                              - 2 - 
          IN WITNESS WHEREOF, PENNSYLVANIA POWER COMPANY has
caused this bond to be executed in its name by its President or
one of its Vice Presidents by his or her signature or a facsimile
thereof, and its corporate seal or a facsimile thereof to be
affixed hereto or imprinted hereon and attested by its Secretary
or one of its Assistant Secretaries by his or her signature or a
facsimile thereof.

Dated:


                                    PENNSYLVANIA POWER COMPANY



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

Attest:



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



                [FORM OF TRUSTEE'S AUTHENTICATION CERTIFICATE]

                     TRUSTEE'S AUTHENTICATION CERTIFICATE


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


                                    CITIBANK, N.A.
                                          AS TRUSTEE,



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










                              - 3 -
                    [FORM OF BOND OF THE GUARANTEE SERIES]

                                   [REVERSE]

                          PENNSYLVANIA POWER COMPANY

          First Mortgage Bond, Guarantee Series of 1995 due 2028


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

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

          The bonds of this series shall be redeemed in whole, by
payment of the principal amount thereof plus accrued interest
thereon, if any, to the date fixed for redemption, upon receipt
                              - 4 -
by the Trustee of a written advice from the trustee under the
Trust Indenture (the "Revenue Bond Indenture") dated as of
September 1, 1995, between the Beaver County Industrial
Development Authority and PNC Bank, National Association, as
trustee (such trustee and any successor trustee being hereinafter
referred to as the "Revenue Bond Trustee"), securing $14,250,000
of Pollution Control Revenue Refunding Bonds, 1995 Series A
(Pennsylvania Power Company Beaver Valley Project), stating that
the principal amount of all the pollution control revenue
refunding bonds then outstanding under the Revenue Bond Indenture
has been declared due and payable pursuant to the provisions of
Section 8.02 of the Revenue Bond Indenture, specifying the date
of the accelerated maturity of such pollution control revenue
refunding bonds and the date from which interest on the pollution
control revenue refunding bonds issued under the Revenue Bond
Indenture has then accrued, stating such declaration of maturity
has not been annulled and demanding payment of the principal
amount hereof plus accrued interest hereon to the date fixed for
such redemption.  As provided in the Supplemental Indenture
establishing the terms and provisions of the bonds of this
series, the date fixed for such redemption shall be not earlier
than the date specified in the aforesaid written advice as the
date of the accelerated maturity of the pollution control revenue
refunding bonds then outstanding under the Revenue Bond Indenture
and not later than the 45th day after the receipt by the Trustee
of such advice, unless such 45th day is earlier than such date of
accelerated maturity.  The date fixed for such redemption shall
be specified in a notice of redemption to be given not less than
30 days prior to the date so fixed for such redemption.  Upon
mailing of such notice of redemption, the date from which unpaid
interest on the aforesaid pollution control revenue refunding
bonds has then accrued (as specified by the Revenue Bond Trustee)
shall become the initial interest accrual date (the "Initial
Interest Accrual Date") with respect to the bonds of this series,
and the date which is six months after the Initial Interest
Accrual Date shall be the first interest payment date for the
bonds of this series, provided, however, on any demand for 
                      --------  -------
payment of the principal amount hereof at maturity as a result of
the principal of the aforesaid pollution control revenue
refunding bonds becoming due and payable on the maturity date of
the bonds of this series, the date from which unpaid interest on
the aforesaid pollution control revenue refunding bonds has then
accrued shall become the Initial Interest Accrual Date with
respect to the bonds of this series, such date to be as stated in
a written notice from the Revenue Bond Trustee to the Trustee. 
As provided in said Supplemental Indenture, the aforementioned
notice of redemption shall become null and void for all purposes
under the Indenture (including the fixing of the Initial Interest
Accrual Date with respect to the bonds of this series) upon
receipt by the Trustee of written notice from the Revenue Bond
Trustee of the annulment of the acceleration of the maturity of
the pollution control revenue refunding bonds then outstanding 
                              - 5 -
under the Revenue Bond Indenture and of the rescission of the
aforesaid written advice prior to the redemption date specified
in such notice of redemption, and thereupon no redemption of the
bonds of this series and no payment in respect thereof as
specified in such notice of redemption shall be effected or
required.  But no such rescission shall extend to any subsequent
written advice from the Revenue Bond Trustee or impair any right
consequent on such subsequent written notice.
          
          Bonds of this series are not otherwise redeemable prior
to their maturity.

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

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

          The bonds of this series are issuable only as
registered bonds without coupons in denominations of $1,000 and
authorized multiples thereof.  Except as may be stated in any
legend written on the face of this bond, this bond is
transferable by the registered holder hereof, in person or by
attorney duly authorized, at the corporate trust office of the
Trustee, in the Borough of Manhattan, The City, County and State
of New York, or at such other place or places as the Company may
designate by resolution of the Board of Directors, but only in
the manner and upon the conditions prescribed in the Indenture,
upon the surrender and cancellation of this bond and the payment
of charges for transfer, and upon any such transfer a new
registered bond or bonds, without coupons, of the same series and
maturity date and for the same aggregate principal amount, in
authorized denominations, will be issued to the transferee in
exchange herefor.  The Company, the Trustee and any agent
designated to make transfers or exchanges of bonds of this series
may deem and treat the person in whose name this bond is
registered as the absolute owner for all purposes including the
purpose of the receipt of payment.  Registered bonds of this
series shall be exchangeable at said corporate trust office of 
 
                              - 6 -

the Trustee, or at such other place or places as the Company may
designate by resolution of the Board of Directors, for registered
bonds of other authorized denominations having the same aggregate
principal amount, in the manner and upon the conditions
prescribed in the Indenture.  Neither the Company nor the Trustee
nor any other agent designated for such purpose shall be required
to make transfers or exchanges of bonds of this series during the
period between any interest payment date for such series and the
record date next preceding such interest payment date. 
Notwithstanding any provisions of the Indenture, no charge shall
be made upon any transfer or exchange of bonds of this series
other than for any tax or taxes or other governmental charge
required to be paid by the Company.

                 [END OF FORM OF BOND OF THE GUARANTEE SERIES]


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

          NOW THEREFORE, in consideration of the premises, and of
the acceptance and purchase by holders thereof of the bonds
issued and to be issued under the Indenture, and the sum of One
Dollar duly paid by the Trustee to the Company, and of other good
and valuable considerations, the receipt of which is hereby
acknowledged, and for the purpose of securing the due and
punctual payment of the principal of and premium, if any, and
interest on all bonds now outstanding under the Indenture and the
$14,250,000 principal amount of bonds of the Guarantee Series
proposed presently to be issued and all other bonds which shall
be issued under the Indenture, and for the purpose of securing
the faithful performance and observance of all covenants and
conditions therein and in any supplemental indenture set forth,
the Company has given, granted, bargained, sold, released,
transferred, assigned, hypothecated, pledged, mortgaged,
confirmed, created a security interest in, set over, warranted,
aliened and conveyed and by these presents does give, grant,
bargain, sell, release, transfer, assign, hypothecate, pledge,
mortgage, confirm, create a security interest in, set over,
warrant, alien and convey unto Citibank, N.A., as Trustee as
provided in the Indenture, and its successor or successors in the
trust thereby and hereby created and to its or their assigns
forever, all the right, title and interest of the Company in and
to the property described in Schedule A (which is identified by
the signature of an officer of each party hereto at the end
thereof) hereto annexed and made a part hereof, together (subject 
                              - 7 -
to the provisions of Article X of the Indenture) with the tolls,
rents, revenues, issues, earnings, income, products and profits
thereof, and does hereby confirm that the Company will not cause
or consent to a partition, whether voluntary or through legal
proceedings, of property, whether herein described or heretofore
or hereafter acquired, in which its ownership shall be as a
tenant in common except as permitted by and in conformity with
the provisions of the Indenture and particularly of said Article
X thereof.

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

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

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

          AND IT IS EXPRESSLY DECLARED that all bonds
authenticated and delivered and secured thereunder and hereunder
are to be issued, authenticated and delivered, and all said 

                              - 8 - 

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

          Section 1.  There is hereby created a series of bonds
designated Guarantee Series of 1995 due 2028, which shall also
bear the descriptive title "First Mortgage Bond" and the form of
such series shall be substantially as hereinbefore set forth. 
Bonds of the Guarantee Series shall mature on September 1, 2028. 
The bonds of the Guarantee Series may be issued only as
registered bonds without coupons in denominations of $1,000 or
such multiples thereof as the Board of Directors shall approve,
and delivery to the Trustee for authentication shall be
conclusive evidence of such approval.  The serial numbers of
bonds of the Guarantee Series shall be such as may be approved by
any officer of the Company, the execution thereof by any such
officer, by facsimile signature or otherwise, to be conclusive
evidence of such approval.  Bonds of the Guarantee Series shall
bear interest from the Initial Interest Accrual Date (as defined
in the form of the bonds of the Guarantee Series hereinabove set
forth) at the rate of 6% per annum.  Principal or redemption
price of and interest on said bonds shall be payable in any coin
or currency of the United States of America which at the time of
payment is legal tender for public and private debts at the
office or agency of the Company in the Borough of Manhattan, The
City, County and State of New York, designated for that purpose.

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

          The bonds of the Guarantee Series shall be redeemable
as set forth in the form thereof hereinbefore set forth in whole,
prior to maturity, upon notice given by mailing the same, postage
pre-paid, at least thirty days and not more than forty-five days
prior to the date fixed for redemption to each registered holder
of a bond to be redeemed at the last address of such holder
appearing on the registry books.  The Trustee shall within five
business days of receiving the written advice specified in the
form of bond of the Guarantee Series provided for herein mail a
copy thereof to the Company stamped or otherwise marked to
indicate the date of receipt by the Trustee.  The Company shall
fix a redemption date for the redemption so demanded and shall
mail to the Trustee notice of such date at least thirty-five days

                              - 9 -

prior thereto.  Subject to the foregoing sentence, the redemption
date so fixed may be any day not earlier than the date specified
in the aforesaid written advice as the date of the accelerated
maturity of the pollution control revenue refunding bonds then
outstanding under the Revenue Bond Indenture and not later than
the forty-fifth day after receipt by the Trustee of such advice,
unless such forty-fifth day is earlier than such date of
accelerated maturity.  If the Trustee does not receive such
notice from the Company within thirteen days after receipt by the
Trustee of the aforesaid written advice, the redemption date
shall be deemed fixed as the forty-fifth day after such receipt. 
The Trustee shall mail notice of the redemption date to the
Revenue Bond Trustee not less than thirty days prior to such
redemption date, provided, however, that the Trustee shall mail 
                 --------  -------  
no such notice (and no redemption shall be made) if prior to the
mailing of such notice the Trustee shall have received written
notice from the Revenue Bond Trustee of the annulment of the
acceleration of the maturity of the pollution control revenue
refunding bonds then outstanding under the Revenue Bond Indenture
and of the rescission of the aforesaid written advice.  The terms
"Revenue Bond Trustee" and "Revenue Bond Indenture" as they
relate to the bonds of the Guarantee Series shall have the
meanings specified in the form thereof hereinabove set forth. 
Redemption of the bonds of the Guarantee Series shall be at the
principal amount thereof, plus accrued interest thereon to the
date fixed for redemption and such amount shall become due and
payable on the date fixed for such redemption.  Anything in this
paragraph contained to the contrary notwithstanding, if, after
mailing notice of the date fixed for redemption but prior to such
date, the Trustee shall have been advised in writing by the
Revenue Bond Trustee that the acceleration of the maturity of the
pollution control revenue refunding bonds then outstanding under
the Revenue Bond Indenture has been annulled and that the
aforesaid written advice has been rescinded, the aforesaid
written advice shall thereupon, without further act of the
Trustee or the Company, be rescinded and become null and void for
all purposes hereunder (including the fixing of the Initial
Interest Accrual Date as provided in the form of the bonds of the
Guarantee Series provided for herein) and no redemption of the
bonds of the Guarantee Series and no payments in respect thereof
as specified in the aforesaid written notice shall be effected or
required.  But no such rescission shall extend to any subsequent
written advice from the Revenue Bond Trustee or impair any right
consequent on such subsequent written advice.

          SECTION 2.  Bonds of the Guarantee Series shall be
deemed to be paid and no longer outstanding under the Indenture
to the extent that pollution control revenue refunding bonds
which are outstanding from time to time under the Revenue Bond
Indenture are paid or deemed to be paid and are no longer
outstanding and the Trustee has been notified to such effect by
the Company.
                              - 10 - 

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

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

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

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

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

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

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

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

                              - 11 -

caused its corporate name to be hereunto affixed, and this
instrument to be signed by a Vice President and its corporate
seal to be affixed and attested by one of its Vice Presidents in
the City of New York, County of New York and State of New York,
all as of the day and year first above written.


                                     PENNSYLVANIA POWER COMPANY



                                     By:  /s/ Robert P. Wushinske 
                                          -----------------------
                                              Robert P. Wushinske
                                               Vice President
ATTEST:



By: /s/ Randy Scilla             
   ---------------------------
        Randy Scilla      
     Assistant Secretary
                                                           [Seal]


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



     /s/ D. W. McKean            
-----------------------------
         D. W. McKean



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












                               - 12 -



                                         CITIBANK, N.A.
                                         as Trustee as aforesaid,



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

ATTEST:



By: /s/ Arthur W. Aslanian       
   ---------------------------
        Arthur W. Aslanian            
        Vice President




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



     /s/ Carol Ng 
------------------------------
         Carol Ng



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













                              - 13 -
COMMONWEALTH OF PENNSYLVANIA        )
                                    : ss.:
COUNTY OF LAWRENCE                  )

          BE IT REMEMBERED that, on the 25th day of September,
1995, before me, the undersigned, a Notary Public in said County
of Lawrence, Commonwealth of Pennsylvania, personally appeared
Randy Scilla, who being duly sworn according to law, doth depose
and say that he was personally present and did see the common or
corporate seal of the above named PENNSYLVANIA POWER COMPANY
affixed to the foregoing Supplemental Indenture; that the seal so
affixed is the common or corporate seal of the said Pennsylvania
Power Company and was so affixed by the authority of the said
corporation as the act and deed thereof; that the above named
Robert P. Wushinske is a Vice President of said corporation and
did sign the said Supplemental Indenture as such in the presence
of this deponent; that this deponent is an Assistant Secretary of
Pennsylvania Power Company, and that the name of this deponent
above signed in attestation of the due execution of the said
Supplemental Indenture is in this deponent's own proper
handwriting.

          Sworn to and subscribed before me this 25th day of
September, 1995.

                                     /s/ Randy Scilla             
                                     ----------------------
[SEAL]

                                     /s/ Sylvia M. Rashid         
                                     ----------------------       
                                          NOTARIAL SEAL
                                SYLVIA M. RASHID, Notary Public
                                  New Castle, Lawrence Co., PA
                             My Commission Expires March 11, 1997

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

          I HEREBY CERTIFY that, on this 25th day of September,
1995, before me, the subscriber, a Notary Public in and for the
State and County aforesaid, personally appeared Robert P.
Wushinske, the attorney for PENNSYLVANIA POWER COMPANY, and the
attorney named in the foregoing Supplemental Indenture and, by
virtue and in pursuance of the authority therein conferred upon
him, acknowledged the said Supplemental Indenture to be the act
and deed of said Pennsylvania Power Company.





                               - 14 -
          WITNESS my hand and notarial seal the day and year
aforesaid.

[SEAL]
                                 /s/  Sylvia M. Rashid            
                                 ---------------------------
                                         NOTARIAL SEAL
                                SYLVIA M. RASHID, Notary Public
                                 New Castle, Lawrence Co., PA
                             My Commission Expires March 11, 1997
  

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

          On the 25th day of September, 1995, before me,
personally came Robert P. Wushinske, to me known, who, being by
me duly sworn, did depose and say that he resides at R.D. 2,
Means Road, New Wilmington, Pennsylvania 16142; that he is a Vice
President of PENNSYLVANIA POWER COMPANY, one of the corporations
described in and which executed the above instrument; that he
knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was affixed by order
of the Board of Directors of said corporation, and that he signed
his name thereto by like authority.

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

[SEAL]
                                     /s/ Sylvia M. Rashid         
                                     ------------------------
                                           NOTARIAL SEAL
                                 SYLVIA M. RASHID, Notary Public
                                  New Castle, Lawrence Co., PA
                             My Commission Expires March 11, 1997

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

          BE IT REMEMBERED that, on the 22nd day of September,
1995, before me, the undersigned, a Notary Public in said County
of New York, State of New York, personally appeared Arthur W.
Aslanian,  who being duly sworn according to law, doth depose and
say that he was personally present and did see the common or
corporate seal of the above named CITIBANK, N.A. affixed to the
foregoing Supplemental Indenture; that the seal so affixed is the
common or corporate seal of the said CITIBANK, N.A. and was so
affixed by the authority of the said association as the act and 

                              - 15 -
deed thereof; that the above named P. DeFelice is one of the Vice
Presidents of said association and did sign the said Supplemental
Indenture as such in the presence of this deponent; that this
deponent is a Vice President of said CITIBANK, N.A., and that the
name of this deponent above signed in attestation of the due
execution of the said Supplemental Indenture is in this
deponent's own proper handwriting.

          Sworn to and subscribed before me this 22nd day of
September, 1995.

                                      /s/ Arthur W. Aslanian      
                                      -----------------------
[SEAL]

                                      /s/ Jeffry Berger           
                                     -----------------------      
                                         JEFFRY BERGER
                                 Notary Public, State of New York
                                        No. 01BE5015814
                                     Qualified in Kings County
                                 Commission Expires July 26, 1997

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

          I HEREBY CERTIFY that, on this 22nd day of September,
1995, before me, the subscriber, a Notary Public in and for the
State and County aforesaid, personally appeared P. DeFelice, the
attorney for CITIBANK, N.A., and the attorney named in the
foregoing Supplemental Indenture and, by virtue and in pursuance
of the authority therein conferred upon him, acknowledged the
execution of said Supplemental Indenture to be the act and deed
of said CITIBANK, N.A.

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


                                     /s/  Jeffry Berger    
                                     ------------------------
[SEAL]                                    JEFFRY BERGER
                                 Notary Public, State of New York
                                         No. 01BE5015814
                                    Qualified in Kings County
                                Commission Expires July 26, 1997






                              - 16 -
STATE OF NEW YORK       )
                        )  ss.:
COUNTY OF NEW YORK      )


          On the 22nd day of September, 1995, before me,
personally came P. DeFelice, to me known, who being by me duly
sworn, did depose and say that he resides at 47-09 169th Street,
Flushing, New York; that he is a Vice President of CITIBANK,
N.A., one of the parties described in and which executed the
above instrument; that he knows the seal of said association;
that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of
said association, and that he signed his name thereto by like
authority.

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


                                    /s/  Jeffry Berger       
[SEAL]                              ------------------------      
                                         JEFFRY BERGER
                                 Notary Public, State of New York
                                        No. 01BE5015814
                                   Qualified in Kings County
                              Commission Expires July 26, 1997


          Citibank, N.A. hereby certifies that its precise name
and address as Trustee hereunder are:
                                         CITIBANK, N.A.
                                         111 Wall Street
                                         Borough of Manhattan
                                         City, County and State
                                           of New York  10043



                                         CITIBANK, N.A.



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






                              - 17 - 
          



                                SCHEDULE A

                  Detailed Description of Additional Properties



STEAM PRODUCTION

          Bruce Mansfield Generating Station - Unit No. 1 -
     Pennsylvania Power Company's portion (4.20%) of low nox
     burners.

NUCLEAR PRODUCTION

          Beaver Valley Power Station - Unit No. 1 - Pennsylvania
     Power Company's portion (17.5%) of spent fuel storage racks.

DISTRIBUTION SUBSTATION

          Werner Substitution - A 69,000/12,470 volt substation
     and associated equipment located in Sugar Grove Township,
     Mercer County, Pennsylvania.

OTHER REAL PROPERTY

          An undivided 5.76% interest as tenant in common in a
     parcel of land containing 57.350 acres, located in
     Shippingport Borough, Beaver County, Pennsylvania, recorded
     in Beaver County Deed Book 1618, Page 578, on October 6,
     1994.

          An undivided 5.76% interest as tenant in common in a
     parcel of land containing 134.71 acres, located in Greene
     Township, Beaver County, Pennsylvania, recorded in Beaver
     County Deed Book 1628, Page 582, on December 20, 1994.

          An undivided 5.76% interest as tenant in common in a
     parcel of land containing 4.00 acres, located in Greene
     Township, Beaver County, Pennsylvania, recorded in Beaver
     County Deed Book 1643, Page 740, on March 14, 1995.

          An undivided 5.76% interest as tenant in common in a
     parcel of land containing 94.266 acres, located in Greene
     Township, Beaver County, Pennsylvania, recorded in Beaver
     County Deed Book 1643, Page 740, on March 30, 1995.




                              - 18 - 

          An undivided 5.76% interest as tenant in common in a
     parcel of land containing 113.04 acres, located in Greene
     Township, Beaver County, Pennsylvania, recorded in Beaver
     County Deed Book 1645, Page 890, on April 27, 1995.


                                      Signed for identification



                                      /s/  Randy Scilla           
                                      ---------------------------
                                           Randy Scilla
                                        Assistant Secretary
                                      PENNSYLVANIA POWER COMPANY



                                      /s/  P. DeFelice            
                                      ---------------------------
                                           P. DeFelice
                                           Vice President
                                           CITIBANK, N.A.  






























                              - 19 - 
                    RECORDING AND FILING DATA
               Forty-fourth Supplemental Indenture

Recorded in the Offices of the Recorders of Deeds as follows:

                                                Mortgage Book     
                                        ------------------------- 
Name of County           Date           Volume No.       Page No.
--------------           ----           ----------       --------
PENNSYLVANIA

   Allegheny       September 29, 1995     15218             570
   Beaver          September 29, 1995      1389             348
   Butler          September 29, 1995      2562            1005
   Crawford        September 29, 1995       281            1077
   Lawrence        September 29, 1995      1232             460
   Mercer          September 29, 1995           95 MR 12490
   Venango         September 29, 1995        39             884

OHIO

   Belmont         October 4, 1995          644             194
   Clark           October 4, 1995          442             183
   Jefferson       October 4, 1995           75             761
   Lake            October 4, 1995         1165               1
   Lorain          October 4, 1995         1157             362
   Monroe          October 4, 1995           16             318
   Trumbull        October 4, 1995          964            1094


          Filed with the Secretary of the Commonwealth of
Pennsylvania on September 28, 1995, as part of amendment to
Financing Statement--File No. 00900172.

          Filed with the Secretary of the State of Ohio on
October 4, 1995, as part of Financing Statement No. AM19732.

          Filed in Belmont County, Ohio, on October 4, 1995, as
part of Financing Statement No. 92791.

          Filed in Clark County, Ohio, on October 4, 1995, as
part of Financing Statement No. 9503856.

          Filed in Jefferson County, Ohio, on October 4, 1995, as
part of Financing Statement No. 14571.

          Filed in Lake County, Ohio, on October 4, 1995, as part
of Financing Statement No. 95182593.

          Filed in Lorain County, Ohio, on October 4, 1995, as
part of Financing Statement No. 275446.

          Filed in Trumbull County, Ohio, on October 4, 1995, as
part of Financing Statement No. 284980.

                             - 20 -