UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                    FORM 10-Q

                THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN
              GENERAL INSTRUCTION H(1) (a) AND (b) OF FORM 10-Q AND
        IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT


(Mark One)
           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 2002

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______  to ______

Commission         Registrant; State of Incorporation;        I.R.S. Employer
File Number          Address; and Telephone Number            Identification No.
-----------     ---------------------------------------       ------------------

333-31250       JCP&L TRANSITION FUNDING LLC                     75-2998870
                (A Delaware Limited Liability Company)
                c/o FirstEnergy Corp.
                76 South Main Street
                Akron, OH  44308
                Telephone (800) 736-3402



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



        This Form 10-Q includes forward-looking statements based on  information
currently available to management.  Such statements are subject to certain risks
and uncertainties.  These statements  typically contain, but are not limited to,
the terms "anticipate", "potential", "expect", "believe", "estimate" and similar
words. Actual results may differ materially due to national or regional economic
conditions;  changes in market  demand and prices for  energy;  legislative  and
regulatory  developments;  new technologies (including distributed  generation);
weather  variations  affecting  customer  energy usage;  the effect of continued
electric industry restructuring; operating performance of third party suppliers;
the payment patterns of customers, including the rate of delinquencies;  and the
outcomes of legal proceedings.


<PAGE>


                                TABLE OF CONTENTS


                                                                          Pages

Part I.  Financial Information

           Management's Narrative Analysis of Results of Operations ...     1


           Quantitative and Qualitative Disclosures About Market Risk..     2


           Controls and Procedures.....................................     2


           Financial Statements
             Statements of Operations and Changes in Member's Equity....    3
             Balance Sheets.............................................    4
             Statements of Cash Flows...................................    5
             Notes to Financial Statements..............................   6-8
             Report of Independent Accountants..........................    9


Part II. Other Information.............................................    10


           Signature and Certifications................................   11-13


<PAGE>


PART I.  FINANCIAL INFORMATION
------------------------------


                          JCP&L TRANSITION FUNDING LLC

                       MANAGEMENT'S NARRATIVE ANALYSIS OF
                              RESULTS OF OPERATIONS


Issuance of Transition Bonds
----------------------------

        In  accordance  with the Electric  Discount and Energy  Competition  Act
enacted by the state of New Jersey in  February  1999,  the New Jersey  Board of
Public  Utilities  (NJBPU) is authorized to issue  "bondable  stranded cost rate
orders,"  approving,  among other things,  the issuance of  transition  bonds to
recover  bondable  stranded  costs and related  expenses  of an electric  public
utility.  On February 6, 2002,  Jersey  Central  Power & Light  Company  (JCP&L)
received a bondable  stranded costs rate order (Financing  Order) from the NJBPU
with  authorization  to issue $320 million of transition bonds to securitize the
recovery of bondable  stranded costs  associated  with the  previously  divested
Oyster Creek Nuclear Generating Station.

        In February 2000,  JCP&L  Transition  Funding LLC (Company),  a Delaware
limited liability  company,  was organized for the limited purpose of purchasing
bondable  transition  property (BTP) and issuing transition bonds secured by the
BTP.  The  Company  is  wholly-owned  by  JCP&L.  The  Company's  organizational
documents  require  it  to  operate  in a  manner  so  that  it  should  not  be
consolidated  in the  bankruptcy  estate  of JCP&L in the  event  JCP&L  becomes
subject to a bankruptcy proceeding.

        BTP  represents  the  irrevocable  right of JCP&L,  or its  successor or
assignee, to charge, collect and receive a non-bypassable transition bond charge
(TBC) from customers.  The Financing Order  authorizes the TBC collections to be
sufficient  to recover $320 million  aggregate  principal  amount of  transition
bonds, plus an amount sufficient to provide for any credit enhancement,  to fund
any  reserves  and to  pay  interest  (including  financing  costs),  redemption
premiums,  if any,  servicing fees and other expenses relating to the transition
bonds. In June 2002, the Company acquired BTP from JCP&L and issued $320 million
of Transition  Bonds (Bonds),  Series 2002-A,  Class A-1 through Class A-4, with
scheduled maturities ranging from 2007 through 2017 and final maturities ranging
from 2009 through 2019.

        The Company entered into a servicing agreement with JCP&L. The servicing
agreement  requires JCP&L, as Servicer,  to manage and administer the BTP of the
Company and to collect the TBC on behalf of the Company.  JCP&L began  remitting
TBC collections to The Bank of New York, as trustee for the Bonds (Trustee),  on
July 15,  2002.  The first  quarterly  payment of Bond  principal,  interest and
related expenses is due on March 5, 2003.


Results of Operations
---------------------

        The  Company  did not have  results  of  operations  for the  three- and
nine-month periods ended September 30, 2001.

Revenues

        The Company did not earn revenues  prior to  purchasing  BTP and issuing
the  Bonds on June 11,  2002.  Revenues  of $11.4  million  and  $13.5  million,
respectively,  for the three- and nine-month  periods ended  September 30, 2002,
relate to TBC revenues recognized during the respective periods, which are being
collected from JCP&L customers.

Expenses

        Expenses of $7.0 million and $8.2 million,  respectively, for the three-
and nine-month  periods ended September 30, 2002,  relate to amortization of BTP
(which is based on TBC  revenue  collections).  In  addition,  expenses  of $5.2
million and $4.3 million for the respective  periods  represent accrued interest
on the Bonds.

                                       1


<PAGE>


           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


        Omitted,  as the  Company  meets the  conditions  set  forth in  General
Instruction H(1) of Form 10-Q.


                             CONTROLS AND PROCEDURES


(a)   Evaluation of Disclosure Controls and Procedures

        The Company's chief executive  officer and chief financial  officer have
reviewed and evaluated  the Company's  disclosure  controls and  procedures,  as
defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c), as
of a date  within 90 days prior to the filing  date of this  report  (Evaluation
Date). Based on that evaluation those officers have concluded that the Company's
disclosure  controls and  procedures are effective and were designed to bring to
their  attention,  during the period in which  this  quarterly  report was being
prepared,  material  information  relating to the  Company by others  within the
Company and/or the Company's parent, JCP&L.

(b)   Changes in Internal Controls

        There have been no significant  changes in internal controls or in other
factors  that  could  significantly  affect  those  controls  subsequent  to the
Evaluation Date.

                                       2


<PAGE>
<TABLE>

                                            JCP&L TRANSITION FUNDING LLC


                              STATEMENTS OF OPERATIONS AND CHANGES IN MEMBER'S EQUITY
                                                    (Unaudited)

<CAPTION>
                                                                   Three Months                Nine Months
                                                               Ended September 30,          Ended September 30,
                                                               -------------------          -------------------
                                                                2002         2001            2002         2001
                                                                ----         ----            ----         ----

                                                                                (In Thousands)

REVENUES:
<S>                                                           <C>          <C>            <C>            <C>
     Transition bond charge revenues...................       $11,448   |  $  --          $ 13,515   |   $  --
     Interest income...................................             3   |     --                 3   |      --
                                                              -------   |  --------       --------   |   ------
                                                                        |                            |
         Total Revenues................................        11,451   |     --            13,518   |      --
                                                              -------   |  --------       --------   |   ------
                                                                        |                            |
                                                                        |                            |
EXPENSES:                                                               |                            |
     Amortization of bondable transition property......         7,020   |     --             8,177   |      --
     Interest expense..................................         4,311   |     --             5,221   |      --
     Servicing and administrative expenses.............           117   |     --               117   |      --
                                                              -------   |  --------       --------   |   ------
                                                                        |                            |
         Total Expenses................................        11,448   |     --            13,515   |      --
                                                              -------   |  --------       --------   |   ------
                                                                        |                            |
OPERATING INCOME.......................................             3   |     --                 3   |      --
                                                              -------   |  --------       --------   |   ------
                                                                        |                            |
Income tax expense.....................................             1   |     --                 1   |      --
                                                              -------   |  --------       --------   |   ------
                                                                        |                            |
NET INCOME.............................................       $     2   |  $  --          $      2   |   $  --
                                                              =======   |  ========       ========   |   ======
                                                                        |                            |
                                                                        |                            |
Member's equity, beginning of period...................       $ 1,601   |  $      1       $      1   |   $    1
                                                                        |                            |
Net income.............................................             2   |     --                 2   |      --
                                                                        |                            |
Capital contributed by member..........................         --      |     --             1,600   |      --
                                                              -------   |  --------       --------   |   ------
                                                                        |                            |
Member's equity, end of period.........................       $ 1,603   |  $      1       $  1,603   |   $    1
                                                              =======      ========       ========       ======


The accompanying Notes to Financial Statements are an integral part of these
statements.

                                                         3

</TABLE>

<PAGE>

<TABLE>

                                       JCP&L TRANSITION FUNDING LLC


                                              BALANCE SHEETS

<CAPTION>
                                                                       September 30,         December 31,
                                                                           2002                  2001
                                                                       -------------         ------------
                                                                         (Unaudited)

                                                                                 (In Thousands)
                           ASSETS
                           ------

CURRENT ASSETS:
<S>                                                                       <C>                   <C>
     Cash and cash equivalents.......................................     $        1            $      1
     Restricted funds held by Trustee................................          9,623                 --
     Transition bond charge receivable from Servicer.................          5,555                 --
                                                                          ----------            --------
                                                                              15,179                   1
                                                                          ----------            --------

OTHER ASSETS:
     Bondable transition property....................................        311,823                 --
     Deferred financing costs........................................           --                 1,581
                                                                          ----------            --------
                                                                             311,823               1,581
                                                                          ----------            --------

                                                                          $  327,002            $  1,582
                                                                          ==========            ========



             LIABILITIES AND MEMBER'S EQUITY
             -------------------------------

CURRENT LIABILITIES:
     Currently payable long-term debt................................     $   19,398            $    --
     Taxes accrued...................................................              1                 --
     Interest accrued................................................          5,221                 --
     Payable to JCP&L................................................            116               1,581
                                                                          ----------            --------
                                                                              24,736               1,581
                                                                          ----------            --------

CAPITALIZATION:
     Member's equity.................................................          1,603                   1
     Long-term debt..................................................        300,663                 --
                                                                          ----------            --------
                                                                             302,266                   1
                                                                          ----------            --------


                                                                          $  327,002            $  1,582
                                                                          ==========            ========


The accompanying Notes to Financial Statements are an integral part of these
balance sheets.

                                                       4
</TABLE>

<PAGE>

<TABLE>

                                            JCP&L TRANSITION FUNDING LLC


                                              STATEMENTS OF CASH FLOWS
                                                    (Unaudited)

<CAPTION>
                                                                     Three Months                Nine Months
                                                                Ended September 30,         Ended September 30,
                                                                -------------------         -------------------
                                                                2002         2001            2002        2001
                                                                ----         ----            ----        ----

                                                                                (In Thousands)

Cash Flows from Operating Activities:
<S>                                                           <C>          <C>            <C>           <C>
Net income................................................    $       2  | $    --        $       2  |  $  --
     Adjustments to reconcile net income to net cash                     |                           |
       from operating activities-                                        |                           |
          Amortization of bondable transition property ...        7,020  |      --            8,177  |     --
          Transition bond charge receivable from Servicer.       (3,472) |      --           (5,555) |     --
          Accrued interest................................        4,311  |      --            5,221  |     --
          Other...........................................          159  |      --              175  |     --
                                                              ---------  | ---------      ---------  |  --------
                                                                         |                           |
Net cash provided from operating activities...............        8,020  |      --            8,020  |     --
                                                              ---------  | ---------      ---------  |  --------
                                                                         |                           |
                                                                         |                           |
Cash Flows from Financing Activities:                                    |                           |
     New Financing-                                                      |                           |
          Proceeds from issuance of transition bonds......         --    |      --          318,106  |     --
          Capital contributed by member...................         --    |      --            1,600  |     --
                                                              ---------  | ---------      ---------  |  --------
                                                                         |                           |
Net cash provided from financing activities...............         --    |      --          319,706  |     --
                                                              ---------  | ---------      ---------  |  --------
                                                                         |                           |
                                                                         |                           |
Cash Flows from Investing Activities:                                    |                           |
     Deposit of restricted funds with Trustee.............        8,020  |      --            9,620  |     --
     Purchase of bondable transition property.............         --    |      --          318,106  |     --
                                                              ---------  | ---------      ---------  |  --------
                                                                         |                           |
Net cash used for investing activities....................        8,020  |      --          327,726  |     --
                                                              ---------  | ---------      ---------  |  --------
                                                                         |                           |
                                                                         |                           |
Net change in cash and cash equivalents...................         --    |      --             --    |     --
Cash and cash equivalents at beginning of period..........            1  |         1              1  |         1
                                                              ---------  | ---------      ---------  |  --------
Cash and cash equivalents at end of period................    $       1  | $       1      $       1  |  $      1
                                                              =========  | =========      =========  |  ========
                                                                         |                           |
                                                                         |                           |
Supplemental Cash Flows Information:                                     |                           |
Cash Paid During the Period-                                             |                           |
    Interest..............................................    $    --    | $    --        $    --    |  $  --
                                                              =========    =========      =========  |  ========


The accompanying Notes to Financial Statements are an integral part of these
statements.

                                                      5
</TABLE>

<PAGE>


                          JCP&L TRANSITION FUNDING LLC

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


1 -   NATURE OF OPERATIONS

        JCP&L Transition Funding LLC, a Delaware limited liability company,  was
established  on February 24,  2000.  Effective  February  19, 2002,  the Company
became a wholly  owned  subsidiary  of JCP&L.  JCP&L,  a wholly  owned  electric
utility operating  subsidiary of FirstEnergy  Corp., was formerly a wholly owned
subsidiary  of GPU,  Inc.,  which  merged  with and into  FirstEnergy  Corp.  on
November 7, 2001.  Accordingly,  the post-merger and pre-merger period financial
results presented in this report are separated by a heavy black line.

        The Company was organized for the sole purpose of purchasing  and owning
BTP, issuing  transition bonds to fund purchasing BTP,  pledging its interest in
BTP and other  collateral to the Trustee under an indenture  between the Company
and  the  Trustee   (Indenture)  to  collateralize  the  transition  bonds,  and
performing  activities that are necessary,  suitable or convenient to accomplish
these purposes.  BTP represents the irrevocable right of JCP&L, or its successor
or assignee, to charge,  collect and receive a non-bypassable TBC from customers
pursuant  to the  Financing  Order,  which was issued on February 6, 2002 by the
NJBPU in  accordance  with the  Electric  Discount  and Energy  Competition  Act
enacted  by the state of New  Jersey  in  February  1999.  The  Financing  Order
authorizes  the  TBC  collections  to be  sufficient  to  recover  $320  million
aggregate  principal amount of transition  bonds,  plus an amount  sufficient to
provide for any credit  enhancement,  to fund any  reserves  and to pay interest
(including  financing costs),  redemption  premiums,  if any, servicing fees and
other expenses relating to the transition bonds.

        On June 11,  2002,  the Company  issued $320  million of Bonds,  in four
different  classes,  to  securitize  the  recovery  of bondable  stranded  costs
associated with the previously divested Oyster Creek Nuclear Generating Station.
See Note 3 for additional information.

        The Company's organizational documents require it to operate in a manner
so that it should not be consolidated  in the bankruptcy  estate of JCP&L in the
event  JCP&L  becomes  subject to a  bankruptcy  proceeding.  Both JCP&L and the
Company  have  treated  the  transfer  of  BTP to the  Company  as a sale  under
applicable  law,  and the Bonds are being  treated  as debt  obligations  of the
Company.  For financial  reporting,  federal  income tax and State of New Jersey
income and corporation business tax purposes, the transfer of BTP to the Company
is being treated as a financing  arrangement and not as a sale. Under applicable
law,  the Bonds are  recourse  only to the  Company  and are not  secured by the
assets of JCP&L.


2 -   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        The accompanying  financial  statements as of September 30, 2002 and for
the three and nine months then ended are unaudited,  but include all adjustments
that the Company  considers  necessary for a fair  presentation of its financial
statements.  All  adjustments  are of a  normal,  recurring  nature,  except  as
otherwise disclosed.  The December 31, 2001 balance sheet data were derived from
audited  financial  statements  but do not include all  disclosures  required by
generally accepted accounting principles. Certain information in these unaudited
footnote  disclosures,  normally  included in financial  statements  prepared in
accordance with accounting  principles  generally accepted in the United States,
has been  condensed  or  omitted  in this  Form 10-Q  pursuant  to the rules and
regulations of the Securities and Exchange Commission. These unaudited financial
statements and notes should be read in conjunction with the notes to the audited
financial  statements  of the  Company  included  in its Form  S-3  registration
statement No.  333-31250  declared  effective on May 13, 2002, by the Securities
and Exchange Commission.

Estimates

        The  preparation of financial  statements in conformity  with accounting
principles  generally accepted in the United States requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities,  and disclosure of contingent assets and liabilities at the date of
the financial statements, and revenues and expenses during the reporting period.
Actual results could differ from those estimates.

                                       6


<PAGE>


Revenues

        Substantially  all of the  Company's  revenues  are derived from the TBC
authorized  pursuant to the Financing Order, which is being collected from JCP&L
customers.  The Company also accrues  unbilled TBC revenues for electric service
provided by JCP&L through the end of the  accounting  period.  In addition,  the
Company  records  investment  income on  amounts on  deposit  with the  Trustee;
however,  only  earnings on the capital  subaccount  are recorded in income,  as
earnings on the other  subaccounts must be credited to JCP&L customers  pursuant
to the  Financing  Order.  The Company  also earns  interest on  temporary  cash
investments.

Cash and Cash Equivalents

        All temporary cash  investments  purchased  with an initial  maturity of
three months or less are reported as cash  equivalents  on the Balance  Sheet at
cost, which  approximates  their fair market value. Cash and cash equivalents do
not include restricted funds deposited with the Trustee.

Restricted Funds

        Amounts on deposit with the Trustee are  classified as restricted  funds
on the Balance Sheet. See Note 3 for additional information.

Amortization of Bondable Transition Property

        The BTP was recorded at the acquired  cost and is being  amortized  over
the life of the Bonds, based on TBC revenue  collections,  interest accruals and
other fees. The BTP is solely the property of the Company.

Financing Costs

        Prior to  issuance  of the  Bonds,  certain  costs  associated  with the
issuance  were paid by JCP&L and  included  as deferred  financing  costs on the
Company's  Balance  Sheet.  Upon issuance of the Bonds,  the Company  reimbursed
JCP&L for these costs, and the costs are being amortized as part of the BTP.

Income Taxes

        The  Company  is a single  member  limited  liability  company  which is
treated as a  disregarded  entity for  federal  and state  income tax  purposes.
Accordingly,  the  Company's  results are  included in the tax returns of JCP&L.
However,  the  provision or liability  for income taxes related to the Company's
operations are included in the Company's financial statements.


3 -   BONDS

        In June 2002,  the Company  issued $320 million of Bonds,  consisting of
four  classes.  The Company used the net proceeds from the sale of Bonds to fund
the purchase of BTP from JCP&L. The Bonds are collateralized on a pro-rata basis
by the BTP and the equity and assets of the Company.

        Scheduled  maturity  and interest  rates for the Bonds at September  30,
2002 are as follows:

                                             Expected Final       Legal Final
  Class    Interest Rate  Principal Amount    Payment Date       Maturity Date
  -----    -------------  ----------------  -----------------  -----------------
                           (In Thousands)
   A-1..       4.19%          $91,111       December 5, 2007   December 5, 2009
   A-2..       5.39%           52,297       September 5, 2010  September 5, 2012
   A-3..       5.81%           77,075       December 5, 2013   December 5, 2015
   A-4..       6.16%           99,517       June 5, 2017       June 5, 2019
                             --------
                              320,000
   Refundable Bond Collateral      61
   Current Maturities         (19,398)
                             --------
   Long-Term Debt            $300,663
                             ========

        The expected  final  payment date for each class of Bonds is the date on
which there is expected to be no further outstanding  principal balance for that
class, based upon an expected  amortization schedule for that class. The Company
has made certain  assumptions  in  establishing  these  amortization  schedules,
including,  among  other  things,  that  all TBC  collections  are  received  in
accordance with JCP&L's forecasts.  There can be no assurance that the principal
balance of any class of Bonds will be  reduced at the rates  indicated  in these
amortization schedules. The legal final maturity date for each class of Bonds is


                                       7

<PAGE>


the date on which the  Company  is  required  to pay any  outstanding  principal
balance for that  class.  The Bonds will not be in default if  principal  is not
paid in accordance with the expected amortization schedules;  however, a default
will  occur if the  entire  outstanding  balance  of any class is not paid on or
before the final maturity date of that class.

        The source for repayment of the Bonds is the TBC authorized  pursuant to
the Financing Order,  which is being collected from JCP&L customers by JCP&L, as
Servicer.  Daily,  JCP&L  deposits TBC  collections  into a  collection  account
maintained  by the  Trustee.  In  accordance  with the  Indenture,  the  Trustee
allocates   amounts   in   the   collection   account   to   general,   reserve,
overcollateralization and capital subaccounts. The general subaccount is used to
make principal and interest payments on the Bonds and to pay expenses,  fees and
charges as specified in the Indenture. The Trustee is required to make the first
payment on the Bonds on March 5, 2003. The reserve  subaccount is maintained for
the purpose of retaining any excess  amount of TBC  collections  and  investment
earnings   not   released   to  the   Company.   The   funding   level   of  the
overcollateralization subaccount is 0.5% of the initial principal balance of the
Bonds,  funded ratably over the life of the Bonds.  If amounts  available in the
general, reserve or overcollateralization  subaccounts are not sufficient on any
payment date to make scheduled payments specified in the Indenture,  the Trustee
will draw on amounts in the capital  subaccount.  Upon issuance of the Bonds, an
amount equal to 0.5% of the initial principal balance of the Bonds was deposited
into the capital subaccount.  Any amounts collateralizing Bonds will be refunded
to JCP&L upon repayment of the Bonds.

        JCP&L began  remitting TBC  collections to the Trustee on July 15, 2002.
At September 30, 2002, the following  balances were reflected in the subaccounts
maintained by the Trustee:

                                              Balance
                 Subaccount               (In Thousands)
                 ----------               --------------
                 General..................    $8,020
                 Reserve..................       --
                 Overcollateralization....       --
                 Capital..................     1,603
                                              ------
                  Total...................    $9,623
                                              ======


4 -   SIGNIFICANT AGREEMENTS AND RELATED PARTY TRANSACTIONS

        Under the servicing  agreement between JCP&L and the Company,  JCP&L, as
Servicer, manages and administers the BTP of the Company and collects the TBC on
behalf of the Company. The Company is required to pay an annual servicing fee to
JCP&L equal to 0.125% of the initial principal balance of Bonds outstanding,  or
$400,000,  of which the  Company  has  accrued  $117,000  during  the three- and
nine-month  periods  ended  September  30,  2002.  This  servicing  fee is being
recovered  by the Company  through the TBC. The Company has also entered into an
administration agreement with GPU Service, Inc., an affiliated company, pursuant
to which GPU Service, Inc. is providing  administrative services to the Company.
During the three- and nine-month  periods ended  September 30, 2002, no expenses
for administrative services were paid or accrued by the Company.

                                       8


<PAGE>


                        REPORT OF INDEPENDENT ACCOUNTANTS


To the Member of
JCP&L Transition Funding LLC:

We have reviewed the accompanying  balance sheet of JCP&L Transition Funding LLC
(a Delaware  limited  liability  company and wholly owned  subsidiary  of Jersey
Central  Power & Light  Company)  as of  September  30,  2002,  and the  related
statements  of operations  and changes in member's  equity and of cash flows for
each of the three-month and nine-month  periods ended September 30, 2002.  These
financial statements are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of applying analytical  procedures to financial
data and making  inquiries of persons  responsible  for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with  generally  accepted  auditing  standards,  the  objective  of which is the
expression of an opinion  regarding the financial  statements  taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the  accompanying  interim  financial  statements  for  them to be in
conformity with accounting principles generally accepted in the United States of
America.

We previously audited in accordance with auditing  standards  generally accepted
in the United States of America,  the balance sheet as of December 31, 2001, and
the related  statements of changes in member's  equity and of cash flows for the
year then ended (not presented  herein),  and in our report dated April 25, 2002
we  expressed  an  unqualified  opinion on those  financial  statements.  In our
opinion,  the  information  set forth in the  accompanying  balance  sheet as of
September 30, 2002, is fairly stated in all material respects in relation to the
balance sheet from which it has been derived.


PricewaterhouseCoopers LLP
Cleveland, Ohio
November 13, 2002

                                       9


<PAGE>


PART II.  OTHER INFORMATION
---------------------------


Item 1. Legal Proceedings
        -----------------

        None.

Item 6. Exhibits and Reports on Form 8-K
        --------------------------------

        (a) Exhibits

        Exhibit
        Number
        ------

         99.1 Certification letter from chief executive officer, as adopted
              pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

         99.2 Certification letter from chief financial officer, as adopted
              pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

        (b) Reports on Form 8-K

              No reports on Form 8-K were filed since June 30, 2002.

                                       10


<PAGE>


                                    SIGNATURE


        Pursuant to the requirements of the Securities Exchange Act of 1934,
JCP&L Transition Funding LLC has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.


November 13, 2002

                                             /s/Harvey L. Wagner
                                         -----------------------------
                                                Harvey L. Wagner
                                           Vice President, Controller
                                          and Chief Accounting Officer

                                       11


<PAGE>


                                  CERTIFICATION


I, Earl T. Carey, certify that:


     1. I have reviewed this  quarterly report on Form 10-Q of JCP&L  Transition
        Funding LLC;

     2. Based on my knowledge, this quarterly report does not contain any untrue
        statement of a material fact or omit to state a material fact  necessary
        to make the statements made, in light of the  circumstances  under which
        such  statements  were made, not  misleading  with respect to the period
        covered by this quarterly report;

     3. Based  on  my  knowledge, the financial statements,  and other financial
        information  included in this  quarterly  report,  fairly present in all
        material  respects the financial  condition,  results of operations  and
        cash flows of the  registrant  as of, and for, the periods  presented in
        this quarterly report;

     4. The  registrant's  other certifying  officer and I are  responsible  for
        establishing  and  maintaining  disclosure  controls and  procedures (as
        defined in Exchange Act Rules 13a-14 and 15d-14) for the  registrant and
        we have:

        a) designed  such  disclosure  controls and  procedures  to ensure  that
           material  information  relating  to  the registrant  is made known to
           us by  others  within  the registrant and/or the registrant's parent,
           particularly  during the  period in which  this  quarterly  report is
           being prepared;

        b) evaluated the  effectiveness of the registrant's  disclosure controls
           and  procedures as of a date within 90 days  prior to the filing date
           of this quarterly report (the "Evaluation Date"); and

        c) presented  in   this  quarterly  report  our  conclusions  about  the
           effectiveness of the disclosure  controls and procedures based on our
           evaluation as of the Evaluation Date;

     5. The registrant's other certifying officer and I have disclosed, based on
        our most recent evaluation,  to the registrant's  auditors and the audit
        committee of the registrant's  board of directors (or persons performing
        the equivalent function):

        a) all  significant  deficiencies in the design or operation of internal
           controls  which  could  adversely  affect the registrant's ability to
           record,  process,  summarize  and  report  financial  data  and  have
           identified for the registrant's  auditors any material  weaknesses in
           internal controls; and

        b) any fraud, whether or not material, that involves management or other
           employees  who have a significant  role in the registrant's  internal
           controls; and

     6. The  registrant's other certifying  officer and I have indicated in this
        quarterly  report  whether  or not there  were  significant  changes  in
        internal  controls or in other factors that could  significantly  affect
        internal controls  subsequent to the date of our most recent evaluation,
        including any corrective actions with regard to significant deficiencies
        and material weaknesses.


     Date:  November 13, 2002

                                            /s/ Earl T. Carey
                                          -----------------------
                                                Earl T. Carey
                                          Chief Executive Officer

                                       12


<PAGE>


                                  CERTIFICATION


I, Richard H. Marsh, certify that:


     1. I have reviewed this quarterly  report on Form 10-Q of JCP&L  Transition
        Funding LLC;

     2. Based on my knowledge, this quarterly report does not contain any untrue
        statement of a material fact or omit to state a material fact  necessary
        to make the statements made, in light of the  circumstances  under which
        such  statements  were made, not  misleading  with respect to the period
        covered by this quarterly report;

     3. Based on my knowledge, the  financial  statements,  and other  financial
        information  included in this  quarterly  report,  fairly present in all
        material  respects the financial  condition,  results of operations  and
        cash flows of the  registrant  as of, and for, the periods  presented in
        this quarterly report;

     4. The  registrant's  other certifying  officer and I are  responsible  for
        establishing  and  maintaining  disclosure  controls and  procedures (as
        defined in Exchange Act Rules 13a-14 and 15d-14) for the  registrant and
        we have:

        a) designed  such  disclosure  controls  and  procedures to ensure  that
           material  information  relating to the registrant is made known to us
           by  others  within  the  registrant and/or the  registrant's  parent,
           particularly  during the  period in which  this  quarterly  report is
           being prepared;

        b) evaluated the  effectiveness of the registrant's  disclosure controls
           and  procedures as of a date  within 90 days prior to the filing date
           of this quarterly report (the "Evaluation Date"); and

        c) presented  in  this  quarterly   report  our  conclusions  about  the
           effectiveness  of the disclosure controls and procedures based on our
           evaluation as of the Evaluation Date;

     5. The registrant's other certifying officer and I have disclosed, based on
        our most recent evaluation,  to the registrant's  auditors and the audit
        committee of the registrant's  board of directors (or persons performing
        the equivalent function):

        a) all significant  deficiencies in the  design or operation of internal
           controls  which  could  adversely  affect the registrant's ability to
           record,  process,  summarize  and  report  financial  data  and  have
           identified for the registrant's auditors  any material  weaknesses in
           internal controls; and

        b) any fraud, whether or not material, that involves management or other
           employees  who have a significant  role in the  registrant's internal
           controls; and

     6. The  registrant's other certifying  officer and I have indicated in this
        quarterly  report  whether  or not there  were  significant  changes  in
        internal  controls or in other factors that could  significantly  affect
        internal controls  subsequent to the date of our most recent evaluation,
        including any corrective actions with regard to significant deficiencies
        and material weaknesses.


     Date:  November 13, 2002

                                          /s/Richard H. Marsh
                                          -----------------------
                                             Richard H. Marsh
                                          Chief Financial Officer

                                       13