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 March 31, 2003

                                       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)
                 103 Foulk Road, Suite 202
                 Wilmington, DE 19803-3742
                 Telephone (302) 691-6118



     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


                                                                            Page
                                                                            ----
Part I.   Financial Information


            Management's Narrative Analysis of Results of Operations.....   1-2


            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


Background
----------

     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 authorizing
the issuance of $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 and wholly owned  subsidiary of JCP&L, was organized
for the sole purpose of purchasing and owning bondable transition property (BTP)
and issuing  transition bonds secured by the BTP. BTP represents the irrevocable
right to  charge,  collect  and  receive,  and be paid  from  collections  of, a
non-bypassable  transition  bond charge  (TBC) from JCP&L's  electric  customers
pursuant to a bondable  stranded costs rate order. 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.


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

     In June 2002,  the Company  acquired BTP from JCP&L and issued $320 million
of Series 2002-A  Transition  Bonds  (Bonds),  Class A-1 through Class A-4, with
scheduled  maturities  ranging  from 2007  through  2017,  and final  maturities
ranging  from  2009  through  2019.  The  Financing  Order  authorizes  the  TBC
collections  to be  sufficient to recover the $320 million  aggregate  principal
amount of the  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 Bonds.

     The  Company  has no paid  employees,  and  has  entered  into a  servicing
agreement with JCP&L (Servicing Agreement) which 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 was made on March 5, 2003.


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

     The Company did not have results of operations for the  three-month  period
ended March 31, 2002.

Revenues

     The Company did not earn revenues  prior to purchasing  BTP and issuing the
Bonds on June 11,  2002.  Revenues of $9.4  million for the  three-month  period
ended March 31, 2003 relate to TBC revenues recognized during the period,  which
are being collected from JCP&L customers.

Expenses

     Expenses of $4.8  million for the  three-month  period ended March 31, 2003
relate to  amortization of BTP (which is based on TBC revenue  collections).  In
addition,  expenses of $4.5 million for the period represent accrued interest on
the Bonds.

                                       1

<PAGE>


Liquidity
---------

     Substantially  all of the Company's  revenues are derived from the TBC, the
collection  of which was  authorized by the NJBPU in the  Financing  Order,  and
which is currently  being collected from JCP&L  customers.  The Company has risk
exposure  related  to  consumption   forecasting  by  JCP&L  and   unanticipated
delinquencies  or write-offs of JCP&L customer  receivables,  all of which could
result in insufficient TBC collections and thus insufficient  funds available to
make  scheduled  payments  on the Bonds and  provide  other  credit  support.  A
potential  shortfall or excess of TBC  collections  could occur  because the TBC
rate assessed to JCP&L's  customers is based on these  estimates of  electricity
consumption,  customer  delinquencies  and write-offs.  The NJBPU is required to
make annual  adjustments  to the TBC upon petition by JCP&L,  in its capacity as
Servicer  on behalf of the  Company,  to  provide  sufficient  revenues  to make
scheduled payments on the Bonds and provide other credit support.  The Servicing
Agreement requires that JCP&L make those petitions.


                             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>


                          JCP&L TRANSITION FUNDING LLC


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


                                                              Three Months
                                                             Ended March 31,
                                                            ------------------
                                                            2003         2002
                                                            ----         ----

                                                             (In Thousands)
REVENUES:
     Transition bond charge revenues....................   $9,403       $  --
     Interest income....................................       54          --
                                                           ------       -----

         Total Revenues.................................    9,457          --
                                                           ------       -----


EXPENSES:
     Amortization of bondable transition property.......    4,837          --
     Interest expense...................................    4,515          --
     Servicing and administrative expenses..............      100          --
                                                           ------       -----

         Total Expenses.................................    9,452          --
                                                           ------       -----

OPERATING INCOME........................................        5          --
                                                           ------       -----

Income tax expense......................................        2          --
                                                           ------       -----

NET INCOME..............................................   $    3       $  --
                                                           ======       =====



Member's equity, beginning of period....................   $1,608       $   1

Net income..............................................        3          --

Capital contributed by member...........................       --          --
                                                           ------       -----

Member's equity, end of period..........................   $1,611       $   1
                                                           ======       =====


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

                                       3

<PAGE>


                          JCP&L TRANSITION FUNDING LLC


                                 BALANCE SHEETS


                                                         March 31,  December 31,
                                                           2003         2002
                                                        ----------  -----------
                                                       (Unaudited)

                                                             (In Thousands)
                           ASSETS
                           ------

CURRENT ASSETS:
  Cash and cash equivalents...........................  $      1      $       1
  Restricted funds held by Trustee....................     5,583         19,750
  Transition bond charge receivable from Servicer.....     6,153          5,538
                                                        --------      ---------
                                                          11,737         25,289
                                                        --------      ---------

OTHER ASSETS:
  Bondable transition property........................   301,292        306,130
                                                        --------      ---------


                                                        $313,029       $331,419
                                                        ========       ========



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

CURRENT LIABILITIES:
  Currently payable long-term debt....................  $ 16,984       $ 23,799
  Accrued taxes.......................................         5              4
  Accrued interest....................................     1,402          9,532
  Payable to JCP&L....................................        17            217
                                                        --------       --------
                                                          18,408         33,552
                                                        --------       --------

CAPITALIZATION:
  Member's equity.....................................     1,611          1,608
  Long-term debt......................................   293,010        296,259
                                                        --------       --------
                                                         294,621        297,867
                                                        --------       --------


                                                        $313,029       $331,419
                                                        ========       ========


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

                                       4

<PAGE>


                          JCP&L TRANSITION FUNDING LLC


                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)


                                                               Three Months
                                                              Ended March 31,
                                                             ----------------
                                                             2003        2002
                                                             ----        ----

                                                              (In Thousands)

Cash Flows from Operating Activities:
Net income..............................................   $      3     $  --
   Adjustments to reconcile net income to net cash
         from operating activities -
     Amortization of bondable transition property.......      4,837        --
     Restricted funds held by Trustee...................     14,168        --
     Transition bond charge receivable from Servicer....       (615)       --
     Accrued interest...................................     (8,131)       --
     Other..............................................       (172)       --
                                                           --------     -----

Net cash provided from operating activities ............     10,090        --
                                                           --------     -----


Cash Flows from Financing Activities:
     Long-term debt repayments .........................    (10,090)       --
                                                           --------     -----

Net cash used for financing activities .................    (10,090)       --
                                                           --------     -----


Net change in cash and cash equivalents.................         --        --
Cash and cash equivalents at beginning of period........          1         1
                                                           --------     -----
Cash and cash equivalents at end of period..............   $      1     $   1
                                                           ========     =====


Supplemental Cash Flows Information:
Cash Paid During the Period -
    Interest............................................   $ 12,646     $  --
                                                           ========     =====


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

                                       5

<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
formed on February 24, 2000. The Company is 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.

     On June 11,  2002,  the  Company  issued  $320  million  of Bonds,  in four
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 was  organized  for the sole purpose of  purchasing  and owning
BTP, issuing transition bonds to fund the purchase of 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 to charge,  collect and
receive,  and be paid from  collections  of, a  non-bypassable  TBC from JCP&L's
electric  customers  pursuant to the Financing  Order.  The Financing  Order 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
the $320  million  aggregate  principal  amount  of the  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 Bonds.

     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 corporate  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 -  FINANCIAL STATEMENTS

     The accompanying  interim financial statements as of March 31, 2003 and for
the three  months ended March 31, 2003 and 2002 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, 2002 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 audited  financial
statements  and notes of the Company  included in its Annual Report on Form 10-K
for the year ended December 31, 2002.

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>

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 the 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 March 31, 2003 are
as follows:
<TABLE>
<CAPTION>

                                                           Expected Final         Legal Final
     Class        Interest Rate       Principal Amount      Payment Date         Maturity Date
     -----        -------------       ----------------      --------------       -------------
                                      (In Thousands)
      <S>            <C>                 <C>              <C>                   <C>
      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
         Principal payments to date:
             -- Class A-1 bonds             (10,090)
         Current maturities:
             -- Class A-1 bonds             (16,984)
         Refundable bond collateral              84
                                         ----------
         Long-term debt                  $  293,010
                                         ==========
</TABLE>

     The expected  final payment date for each class of the 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 the Bonds will be  reduced  at the rates  indicated  in
these  amortization  schedules.  The legal final maturity date for each class of
the Bonds is 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.  JCP&L  deposits  TBC  collections  daily  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  made the first  quarterly
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  overcollateralization  subaccount is
held by the Trustee as a credit  enhancement  to fund payments in the event of a
collection  shortfall,  and  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 the Bonds that remain upon repayment of
all the Bonds will be refunded to JCP&L's customers.

     JCP&L began  remitting TBC  collections to the Trustee on July 15, 2002. As
of March 31, 2003,  the  following  balances were  reflected in the  subaccounts
maintained by the Trustee:

                                                   Balance
                 Subaccount                    (In Thousands)
                 ----------                    --------------
                 General.................          $ 2,805
                 Reserve.................            1,098
                 Overcollateralization...               80
                 Capital.................            1,600
                                                   -------
                   Total.................          $ 5,583
                                                   =======

                                       7

<PAGE>

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 the Bonds outstanding,
or $400,000, of which the Company accrued $100,000 during the three-month period
ended March 31,  2003.  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.  provides  administrative  services to the Company.  During the three-month
period ended March 31, 2003, 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
as of March 31, 2003,  and the related  statements of operations  and changes in
member's  equity and of cash flows for the  three-month  periods ended March 31,
2003 and 2002. These interim 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 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, 2002, and
the related  statements of operations and changes in member's equity and of cash
flows for the year then ended (not  presented  herein),  and in our report dated
February  28,  2003 we  expressed  an  unqualified  opinion  on those  financial
statements.  In our  opinion,  the  information  set  forth in the  accompanying
balance  sheet  information  as of December  31, 2002,  is fairly  stated in all
material  respects  in  relation  to the  balance  sheet  from which it has been
derived.



PricewaterhouseCoopers LLP
Cleveland, Ohio
May 9, 2003

                                       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 December 31, 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.



May 12, 2003

                                             /s/ Harvey L. Wagner
                                         ------------------------------
                                                 Harvey L. Wagner
                                          Vice President and Controller
                                         (Principal 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:  May 9, 2003

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

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<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:  May 9, 2003

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

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