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, 1995
                                  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 27, 1996.


Documents incorporated by reference        PART OF FORM 10-K INTO WHICH
(to the extent indicated herein):            DOCUMENT IS INCORPORATED  
------------------------------------       ----------------------------
  1995 Annual Report to Stockholders                  Part II  
         (Pages 1-16)
 








































                          TABLE OF CONTENTS

                                                               Page
                                                               ----
Part I
  Item  1. Business                                              1
             The Company                                         1
             Central Area Power Coordination Group               1
             Capital Requirements                                2
             Utility Regulation                                  3
             Nuclear Regulation                                  4
             Nuclear Insurance                                   4
             Environmental Matters                               5
               Air Regulation                                    5
               Water Regulation                                  6
               Waste Disposal                                    6
               Summary                                           6
             Fuel Supply                                         7
               Nuclear Fuel                                      7
             Capacity and Reserves                               8
             Regional Reliability                                8
             Competition                                         8
             Employees                                           8
  Item  2.  Properties                                           9
  Item  3.  Legal Proceedings                                    9
  Item  4.  Submission of Matters to a Vote of Security
             Holders                                            10

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                              12
              Summary Executive Compensation Table              12
              Long-Term Incentive Plan Table                    13
              Supplemental Executive Retirement Plan            13
              Pension Plan                                      14
              Additional Information Regarding Compensation     14
              Compensation of Directors                         14
  Item 12.  Security Ownership of Certain Beneficial
             Owners and Management                              15
  Item 13.  Certain Relationships and Related Transactions      15

Part IV
  Item 14.  Exhibits, Financial Statement Schedules and
             Reports on Form 8-K                                16

                                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. 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 342,000.

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


                                - 1 -
become necessary for the remaining members to assume such costs for
the account of the defaulting member.

   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.

Capital Requirements

   The Company's total construction costs, excluding nuclear fuel,
amounted to approximately $30,000,000 in 1995. 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 1996-2000, such construction
costs are estimated to be approximately $105,000,000, of which
approximately $24,000,000 is applicable to 1996. See "Environmental
Matters" below with regard to possible environment-related
expenditures not included in this estimate.

   During the 1996-2000 period, maturities of, and sinking fund
requirements for, long-term debt (excluding nuclear fuel) and
preferred stock will require the expenditure by the Company of
approximately $80,000,000, of which approximately $53,000,000 is
applicable to 1996. In addition, the Company optionally redeemed
$10,000,000 of long-term debt in February 1996.

   The Company leases its nuclear fuel requirements from OES Fuel,
Incorporated (a wholly owned subsidiary of Edison). Investments for
additional nuclear fuel during the 1996-2000 period are estimated
to be approximately $31,000,000, of which approximately $5,000,000
applies to 1996. During the same periods, the Company's nuclear
fuel investments are expected to be reduced by approximately
$34,000,000 and $7,000,000, respectively, as the nuclear fuel is


                              - 2 -
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 1996 from the following sources:  funds to be
received from operations; available cash and temporary cash
investments (approximately $43,000,000 as of December 31, 1995);
funds available under short-term bank credit arrangements presently
aggregating $2,000,000; and the ability to borrow up to $50,000,000
from Edison, if available, under a system funds pool agreement.
Additionally, the Company has $12,000,000 of unused bank facilities
which may be borrowed for up to several days at the banks'
discretion.

   For the period 1996-2000, external financings may be used to
provide a portion of the Company's cash requirements. 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
$170,000,000 principal amount of first mortgage bonds, with up to
$109,000,000 of such amount issuable against property additions;
the remainder could be issued against previously retired bonds.
Based upon earnings for 1995, the Company would be permitted, under
the earnings coverage test contained in the Company's charter, to
issue at least $134,000,000 of preferred stock at an assumed
dividend rate of 8.25%. If the Company were to issue additional


                              - 3 -
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 Pennsylvania Public Utility Commission
(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.

Utility Regulation

   The Company is subject to broad regulation as to rates and other
matters by the 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 amends
portions of the Federal Power Act, authorizing the FERC, under
certain circumstances, to mandate access to utility-owned
transmission facilities.

   The Company has agreements to sell power to four wholesale
customers; two of the agreements expire in March 1997, and the
other two will be in effect until September 1999. The Company had
sold power to a fifth municipality, which signed a contract with
another energy supplier in November 1995. The Company and the
former customer are in dispute over the proposed transmission rate.
Both parties have filed proposals with the FERC requesting it to
establish final terms. FERC has accepted the proposed transmission
rate, subject to refund upon hearing.

   The Company uses a "levelized" energy cost rate (ECR) for the
recovery of fuel and net purchased power costs which are not
otherwise recovered through base rates from its customers. The ECR,
which includes adjustment for any over or under collection from
customers, is recalculated each year.

   On March 7, 1996, the Company filed a petition and application
with the PPUC requesting approval of a Rate Stability and Economic
Development Plan (Plan). The Plan, which would remain in effect
unless certain significant events occur, provides for the roll-in
to base rates of the ECR and the freezing of base rates for a ten-
year period. A major component of the Plan is the commitment to


                               - 4 -
reduce fixed costs during the ten-year period. The Company expects
to recognize additional depreciation expense related to generating
assets and additional amortization of regulatory assets during the
ten-year Plan period of at least $330,000,000 more than the amount
that would have been recognized if the Plan were not in effect.
Additionally, the Plan provides for an increase in contributions to
the Company's nuclear decommissioning trusts amounting to
$28,000,000 over the ten-year period. The entire $358,000,000 would
be recovered through current rates.

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 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 $8,920,000,000
(assuming 110 units licensed to operate) for a single nuclear
incident, which amount is covered by: (i) private insurance
amounting to $200,000,000; and (ii) $8,720,000,000 provided by an
industry retrospective rating plan required by the NRC pursuant


                               - 5 -
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 $75,500,000 (but not
more than $10,000,000 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 $18,000,000 per incident but not more than
$2,300,000 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 $61,100,000 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 $613,000.

   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, $2,750,000,000 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
this coverage and is liable for retrospective assessments of up to
approximately $2,300,000 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.

                              - 6 -
   The NRC requires nuclear power plant licensees to obtain minimum
property insurance coverage of $1,060,000,000 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 $2,000,000, which is
included in the construction estimate given under "Capital
Requirements" for 1996 through 2000.

   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 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 SO2 and nitrogen oxides
(NOx) reduction requirements for 1995 under the Clean Air Act
Amendments of 1990. SO2 reductions for the years 1995 through 1999
are being 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

                              - 7 -
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.

   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.

   The Ohio Environmental Protection Agency (Ohio EPA) has issued
an NPDES Permit for the W.H. Sammis Plant. The plant is in
compliance with chemical limitations of the permit. The permit
conditions would have required the addition of cooling towers to
the W. H. Sammis Plant, however, the EPA and Ohio EPA have approved
a variance request eliminating the current need for cooling towers.

   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.

   The Pennsylvania Department of Environmental Resources (DER)
issued regulations dealing with the storage, treatment,
transportation and disposal of residual waste such as coal ash and
scrubber sludge. These regulations impose additional requirements
relating to permitting, ground water monitoring, leachate
collection systems, closure, liability insurance and operating
matters. The Company recently entered into an agreement with the

                              - 8 -
Pennsylvania Department of Environmental Protection (formerly DER)
resolving the major repermitting issues for the Bruce Mansfield
Plant's waste disposal facility. As a result of the agreement, the
Company expects that the increased costs of compliance with these
regulations will not be material.

   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 1995 were 65.6% coal
and 34.4% nuclear. All of the Company's coal supply for the New
Castle Plant is currently supplied through spot purchases of coal
produced from nearby reserves.

   The Company estimates its 1996 coal requirement to be 1,200,000
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 pertaining to meeting
environmental regulations affecting coal-fired generating units.

   The Company, together with the other CAPCO companies, has several
guarantees (the Company's composite percentage being approximately

                              - 9 -
6.7%) of certain debt and lease obligations in connection with a
coal supply contract for the Bruce Mansfield Plant (see Note 7 of
Notes to Financial Statements). As of December 31, 1995, the
Company's share of the guarantees was $9,160,000. 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 extends to December 31, 1999.

   The Company's fuel costs (excluding disposal costs) for each of
the five years ended December 31, 1995, were as follows:

                                   1995   1994   1993   1992   1991
                                   ----   ----   ----   ----   ----
Cost of fuel consumed per
 million BTUs:
  Coal                           $1.30  $1.34  $1.37  $1.42  $1.41
  Nuclear                        $ .77  $ .88  $ .97  $ .94  $1.05
Average fuel cost per
 kilowatt-hour
  generated (cents)               1.20   1.29   1.36   1.34   1.41

   Nuclear Fuel

   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 four reloads for Beaver Valley
Unit 1 (through approximately 2000), and the next six 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
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

                              - 10 -
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 1995 net maximum hourly demand on the Company of 836,000
kilowatts (kW) (including 63,000 kW of firm power sales which
extend through 2005 as discussed under "Competition") occurred on
August 14, 1995. The seasonal capability of the Company on that day
was 818,000 kW. The Company purchased power from Edison to meet the
maximum hourly demand. Based on existing capacity plans, the load
forecast made in October 1995 and anticipated term power sales to
other utilities, the capacity margins during the 1996-2000 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
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. In addition,

                              - 11 -
many large electricity users continue to push for some form of
retail wheeling, which would enable retail customers to purchase
electricity from producers other than the local utility. While
regulators appear to be reluctant to pursue full retail wheeling
(primarily because of the adverse impact retail wheeling would have
on small users) the debate could place downward pressure on the
Company's prices in the future.

   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, 1995, the Company had 1,220 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 4 and 5 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:

                                      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%




                              - 12 -
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 5,084
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 3,925,217 kilovolt-amperes, of
which 17 are transmission substations, including 8 located at
generating plants.

   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


                              - 13 -
   The Company is a wholly owned subsidiary of Edison. Quarterly
dividends of $.85 per share were paid on the Company's common stock
during 1995 and 1994.

   For information with respect to certain restrictions on the
payment of cash dividends on common stock, see Note 5(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 16
in the Company's 1995 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.

   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 49

   President of the Company from 1994 to 1995. Senior Vice
   President and Chief Financial Officer of Edison since 1989.
   Director of the Company since 1988. Mr. Burg is also a director
   of Edison.

Robert H. Carlson-Age 69

   Retired in 1989 as President and Chief Executive Officer of
   Universal-Rundle Corporation, a manufacturer of plumbing


                              - 14 -
   fixtures. Director of the Company since 1983. Mr. Carlson is
   also a director of Edison and First Shenango Bancorp, Inc.

Willard R. Holland-Age 59

   Chairman of the Board, Chief Executive Officer, and Chief
   Financial Officer of the Company and President and Chief
   Executive Officer of Edison, since 1993. President and Chief
   Operating Officer of Edison from 1991 to 1993. Senior Vice
   President from 1988 to 1991 of Detroit Edison Company, an
   electric utility. Director of the Company since 1991. Mr.
   Holland is also a director of Edison and A. Schulman, Inc.

Charles E. Jones-Age 40

   President of the Company since 1995. Division Manager from 1992
   to 1995 and Superintendent of Transmission and Distribution from
   1989 to 1992 of Edison. Director of the Company since 1995.

Joseph J. Nowak-Age 64

   Retired. Consultant 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 53

   Vice President of the Company since 1992. Manager, Substation
   and Distribution, from 1991 to 1992 and Manager, Transmission
   and Distribution Maintenance, from 1988 to 1991 of Edison.
   Director of the Company since 1992.

Richard L. Werner-Age 64

   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.

Robert P. Wushinske-Age 56

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

David W. McKean-Age 43

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



                             - 15 -

<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             1995    $100,473  $35,907      $  281         $5,294           $7,701
  Chairman of the Board and    1994      92,346   18,500(1)      178            -0-            8,917
  Chief Executive Officer      1993      67,280   16,427(1)      892            -0-            4,337

Charles E. Jones (5)           1995      87,920   26,225       2,430            -0-            3,685
  President                    1994         -0-      -0-         -0-            -0-              -0-
                               1993         -0-      -0-         -0-            -0-              -0-

Jack E. Reed                   1995     117,619   26,247          28          2,683            6,042
  Vice President               1994     109,532    9,666          12            -0-            6,214
                               1993     103,951    5,267       7,994            -0-            6,518

Robert P. Wushinske            1995     112,738   21,774         113            -0-            5,652
  Vice President, Secretary,   1994     103,747   10,170         -0-            -0-            5,529
  Treasurer, and General
   Counsel                     1993      97,386    9,222         180            -0-            4,149

<FN>
(1)  Reflects 50% of the annual awards under the Executive Incentive
     Compensation Plan. The remaining amounts, which were mandatorily
     deferred into a Common Stock Equivalent Account, were 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 and other personal
     benefits.

(3)  These amounts represent cash payouts of the portion of the 1991
     Executive Incentive Compensation Plan annual award previously deferred
     into a Common Stock Equivalent Account.
                                      - 16 -
(4)  For 1995, amount is comprised of (1) matching Edison common stock
     contributions under the tax qualified Savings Plan: Holland - $1,201;
     Jones - $3,004; Reed - $4,412; Wushinske - $4,410; (2) the current
     dollar value of the Company's portion of the premiums paid in 1995 for
     insurance policies under the Executive Supplemental Life Plan:
     Holland - $3,358; Jones - $666; Reed - $1,576;  Wushinske - $1,242;
     (3) above market interest earned under the Executive Deferred
     Compensation Plan: Holland - $3,142; Jones - $15; Reed - $33;
     Wushinske - $0; and (4) a portion of the Executive Indemnity Program
     premium reportable as income: Holland - $0; Jones - $0; Reed - $21;
     Wushinske - $0.

(5)  Mr. Jones became President on May 18, 1995. Amounts do not include
     compensation from Edison for capacities served prior to becoming
     President of the Company.

</TABLE>



























                                      - 17 -

<TABLE>
                                          LONG-TERM INCENTIVE PLAN TABLE
                                            AWARDS IN LAST FISCAL YEAR
<CAPTION>
                    1995 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     $61,009        3,254          4 years            -0-     1,627    3,254   4,881
C. E. Jones             4,159          222          4 years            -0-       111      222     333
J. E. Reed             11,471          612          4 years            -0-       306      612     918
R. P. Wushinske         4,159          222          4 years            -0-       111      222     333

</TABLE>


























                                        - 18 -

   Each executive's 1995 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 1994, and deferred into a Common Stock
Equivalent Account through 1998. At the end of this four-year
performance period, the Common Stock Equivalent Account attributed
to the deferred award will be valued based on the average price of
Edison's common stock during December 1998 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, as described below, based upon the total
return of Edison's common stock (that is, stock price appreciation
plus reinvested dividends) relative to the Edison Electric
Institute's Index of 100 Investor-owned Electric Utility Companies
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
in early 1999.

   The final value of an executive's account may range from $0 to
150% of the target amount. The maximum amount in the above table is
equal to 150% of the target 1995 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 1995 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 1995 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 and Mr. Jones are the only
executive officers listed above who are 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,
reduced by the executive's pensions under tax-qualified pension
plans of the Company or other employers, any supplementary pension

                           - 19 -
under the Company's Executive Deferred Compensation Plan, and
social security benefits. Subject to 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 1995, the estimated
annual retirement benefits at age 65 from all of the above sources
were $65,308 for Mr. Holland and $86,845 for Mr. Jones.

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 1995 and is $150,000 per year for 1996. In
addition, a supplementary pension benefit may be payable to
participants in the Executive Deferred Compensation Plan.
Compensation for 1995 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-29 years; and R. P. Wushinske-22 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 -


Additional Information Regarding Compensation

   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.

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 27, 
       1996:

                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, 1995:




















                           - 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                9,424          Direct or Indirect    Less than one percent       11,203
R. H. Carlson             3,783                  "                      "
W. R. Holland             6,407                  "                      "                  29,167
C. E. Jones               2,066                  "                      "                     237
J. J. Nowak                 997                  "                      "
J. E. Reed                3,919                  "                      "                   1,364
R. L. Werner                309
R. P. Wushinske           1,817                  "                      "                     237
All directors and
 executive officers
 as a group              30,232                  "                      "                  42,369

<FN>
*  Common Stock Equivalents are the cumulative number of performance shares
   credited to each executive officer as of December 31, 1995. These
   performance shares are the portion of the 1991, 1992, 1993, and 1994
   annual incentive awards under the Executive Incentive Compensation Plan
   that were deferred for four years, and the 1995 long-term incentive
   opportunity that was 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 1995 Annual Report to            
   Stockholders (Exhibit 13 below) at the pages indicated.

                                                          Page No.
                                                          --------
Statements of Income-Three Years Ended December 31, 1995      4
Balance Sheets-December 31, 1995 and 1994                     5
Statements of Capitalization-December 31, 1995 and 1994       6
Statements of Retained Earnings-Three Years Ended
 December 31, 1995                                            7
Statements of Capital Stock and Other Paid-In Capital-
    Three Years Ended December 31, 1995                       7
Statements of Cash Flows-Three Years Ended
 December 31, 1995                                            8
Statements of Taxes-Three Years Ended December 31, 1995       9
Notes to Financial Statements                               10-16
Report of Independent Public Accountants                     16

     2.  Financial Statement Schedules

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

       Report of Independent Public Accountants              23
   Schedule - Three Years Ended December 31, 1995:

            II - Valuation and Qualifying Accounts           24

       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

                            - 25 -
Exhibit
Number
-------
            with respect to the establishment of the 7.64%        
            Preferred Stock; Articles of Amendment 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;

                            - 26 -
Exhibit
Number
-------
            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 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    

                            - 27 -
Exhibit
Number
-------
            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, 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.)

(A)   4-2 - Supplemental Indenture dated as of September 1, 1995, 
            between the Company and Citibank, N.A., as Trustee.

     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

                                - 28 -
Exhibit
Number
-------
   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.

     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.)


                                - 29 -

Exhibit
Number
-------
--------------------
*  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.
   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.)

    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

                                - 30 -

Exhibit
Number
-------
              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 
            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.)
                                - 31 -
Exhibit
Number
-------
    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 
            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.)



                                - 32 -
Exhibit
Number
-------
    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.)

    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.)
                                - 33 -
Exhibit
Number
-------
    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 
            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.)

                                - 34 -
Exhibit
Number
-------
    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.    
            (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    - 1995 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.)


                                - 35 -
Exhibit
Number
-------
(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.

     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

         The Company filed one report on Form 8-K since
September 30, 1995. A report dated March 8, 1996, reported the
filing of a petition and application with the Pennsylvania Public
Utility Commission for authority to implement the Company's Rate
Stability and Economic Development Plan.



























                                - 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
8, 1996. 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 8, 1996




















                                - 37 -

<TABLE>                                                                                       SCHEDULE II

                                             PENNSYLVANIA POWER COMPANY
                                         VALUATION AND QUALIFYING ACCOUNTS
                               FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<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, 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
                                  ========        =======          =====         ========         ======


Year Ended December 31, 1993:

  Accumulated provision for
    uncollectible accounts        $    429        $ 1,050          $ 288 (a)     $ 1,208 (b)      $  559
                                  ========        =======          =====         =======          ======

<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 27, 1996

   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 Financial Officer)       (Officer)


/s/H. Peter Burg                   /s/Joseph J. Nowak
--------------------------------   --------------------------------
   H. Peter Burg                      Joseph J. Nowak
   Director                           Director


/s/Robert H. Carlson               /s/Jack E. Reed
--------------------------------   --------------------------------
   Robert H. Carlson                  Jack E. Reed
   Director                           Director
                                - 39 -

/s/Charles E. Jones                
--------------------------------   --------------------------------
   Charles E. Jones                   Richard L. Werner
   Director                           Director




Date:  March 27, 1996












































                                - 40 -