EXHIBIT 31.2

                                  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-15(e) and 15d-15(e)) for the
         registrant and we have:

             a) designed such disclosure controls and procedures, or caused such
                disclosure controls and procedures to be designed under our
                supervision, to ensure that material information relating to the
                registrant, is made known to us by others within those entities,
                particularly during the period in which this quarterly report is
                being prepared;

             b) evaluated the effectiveness of the registrant's disclosure
                controls and procedures and presented in this report our
                conclusions about the effectiveness of the disclosure controls
                and procedures, as of the end of the period covered by this
                report based on such evaluation; and

             c) disclosed in this report any change in the registrant's internal
                control over financial reporting that occurred during the
                registrant's most recent fiscal quarter that has materially
                affected, or is reasonably likely to materially affect, the
                registrant's internal control over financial reporting; and

      5. The registrant's other certifying officer and I have disclosed, based
         on our most recent evaluation of internal control over financial
         reporting, 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 and material weaknesses in the
                design or operation of internal control over financial reporting
                which are reasonably likely to adversely affect the registrant's
                ability to record, process, summarize and report financial data;
                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 over financial reporting.






      Date:  November 14, 2003

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


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