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

                                    FORM 10-K

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


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

                   For the fiscal year ended December 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


              Securities registered pursuant to Section 12(b) of the Act: None.

              Securities registered pursuant to Section 12(g) of the Act: None.


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

         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 is an  accelerated  filer
(as defined in Rule 12b-2 of the Act):

Yes           No   X
    --------     ------

         The aggregate  market value of the voting and non-voting  common equity
held by non-affiliates of the registrant as of June 30, 2003 was $0.

         The  registrant is a wholly owned  subsidiary of Jersey Central Power &
Light  Company.  The  registrant  meets  the  conditions  set  forth in  General
Instruction  I(1)(a)  and (b) of Form 10-K and is  therefore  filing this Annual
Report on Form 10-K with the reduced disclosure format.


              Documents incorporated by reference: Not Applicable.


<PAGE>


                                    FORM 10-K

                                TABLE OF CONTENTS

                                                                           Page
                                                                           ----
Part I

      Item 1.  Business ...................................................  1

      Item 2.  Properties..................................................  1

      Item 3.  Legal Proceedings...........................................  1

      Item 4.  Submission of Matters to a Vote of Security Holders.........  1


Part II

      Item 5.  Market for Registrant's Common Equity and
               Related Stockholder Matters ................................  2

      Item 6.  Selected Financial Data ....................................  2

      Item 7.  Management's Narrative Analysis of Results
               of Operations............................................... 2-3

      Item 7A. Quantitative and Qualitative Disclosures
               About Market Risk...........................................  3

      Item 8.  Financial Statements and Supplementary Data.................3-10

      Item 9.  Changes in and Disagreements with Accountants
               on Accounting and Financial Disclosure...................... 11

      Item 9A  Controls and Procedures .................................... 11


Part III

      Item 10. Directors and Executive Officers of the Registrant ......... 11

      Item 11. Executive Compensation ..................................... 11

      Item 12. Security Ownership of Certain Beneficial
               Owners and Management ...................................... 11

      Item 13. Certain Relationships and Related Transactions ............. 11

      Item 14. Principal Accounting Fees and Services...................... 12


Part IV

      Item 15. Exhibits, Financial Statement Schedules
               and Reports on Form 8-K .................................... 12


<PAGE>

                                     PART I

                          JCP&L TRANSITION FUNDING LLC


ITEM 1.  BUSINESS

         JCP&L Transition  Funding LLC (Company),  a Delaware limited  liability
company,  was  formed on  February  24,  2000.  The  Company  is a wholly  owned
subsidiary of Jersey  Central Power & Light Company  (JCP&L).  JCP&L is a wholly
owned electric utility operating subsidiary of FirstEnergy Corp.

         On  February 6, 2002,  JCP&L  received a bondable  stranded  costs rate
order (Financing  Order) from the New Jersey Board of Public  Utilities  (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.  The  Financing  Order was issued in
accordance with the Electric Discount and Energy  Competition Act enacted by the
State of New Jersey in February 1999.

         On June 11,  2002,  the Company  issued $320  million of Series  2002-A
Transition  Bonds  (Bonds),  in four  classes,  to  securitize  the  recovery of
bondable  stranded costs  associated  with the previously  divested Oyster Creek
Nuclear Generating Station. The Class A-1 through Class A-4 Bonds have scheduled
maturities  ranging from 2007 through 2017,  and final  maturities  ranging from
2009 through 2019. The Company used the proceeds of the issuance to pay expenses
of the issuance and to purchase bondable transition property (BTP).

         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 Bank of New York,  as trustee for the Bonds
(Trustee), under an indenture between the Company and the Trustee (Indenture) to
collateralize the Bonds, and performing activities that are necessary,  suitable
or convenient to accomplish  these  purposes.  BTP  represents  the  irrevocable
statutory 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 the  Financing  Order.  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  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. Accordingly,  for financial reporting purposes,  the Company has
recorded the acquired BTP as an  intangible  asset and the Bonds are recorded as
debt  obligation.  For  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.

         The Company  has no paid  employees,  and has entered  into a servicing
agreement with JCP&L 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.


ITEM 2.  PROPERTIES

         The Company has no physical  property.  The Company's  primary asset is
the BTP described above in Item 1.


ITEM 3.  LEGAL PROCEEDINGS

         None.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

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

                                       1

<PAGE>


                                     PART II

                          JCP&L TRANSITION FUNDING LLC


ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         There is no  established  market  for public  trading of the  Company's
equity  securities  since all of the  Company's  equity  interests  are owned by
JCP&L, as sole member.

         The Company may not make any  payments,  distributions  or dividends to
any member of the  Company  with  respect to its equity  interest in the Company
except in accordance with the Indenture.

         The Bonds are not  registered on any national  securities  exchange and
are not traded on any established trading market.


ITEM 6.  SELECTED FINANCIAL DATA

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


ITEM 7.  MANAGEMENT'S NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS

         Certain  information  required  under Item 7 has been omitted from this
report as the Company meets the conditions set forth in General Instruction I(1)
of Form 10-K.  Instead,  the Company has  included in this Form 10-K a narrative
analysis of its results of  operations in  accordance  with General  Instruction
I(2)(a) of Form 10-K.

Forward-Looking Statements
--------------------------

         This Form 10-K 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.

Background
----------

         In accordance  with the Electric  Discount and Energy  Competition  Act
enacted by the State of New Jersey in February  1999, the 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.

         In February 2000, the Company, a Delaware limited liability company and
a wholly  owned  subsidiary  of JCP&L,  was  organized  for the sole  purpose of
purchasing and owning 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  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.

         On February 6, 2002,  JCP&L  received a 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.

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

         In June 2002,  the  Company  acquired  BTP from  JCP&L and issued  $320
million of 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 Financing  Order  authorizes  the TBC  collections to be

                                       2

<PAGE>

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.

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

         The  Company  did not have  results of  operations  for the  five-month
period ending May 31, 2002 and the year ended December 31, 2001.

Revenues

         The Company did not earn revenues  prior to purchasing  BTP and issuing
the  Bonds on June 11,  2002.  Due to  twelve  months  of  collections  in 2003,
revenues  increased  to $36.8  million  for the year  ended  December  31,  2003
compared  to  $23.6  million  for the same  period  in  2002,  all TBC  revenues
collected from JCP&L customers and recognized during the year.

Expenses

         Expenses   for   amortizing   BTP  (which  are  based  on  TBC  revenue
collections)  increased  to $19.5  million for the year ended  December 31, 2003
compared  to $13.9  million  for the same  period  in  2002.  Interest  expenses
increased to $17.0  million in 2003 compared to $9.5 million for the same period
in 2002, representing accrued interest on the Bonds.

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  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.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The Company is not exposed to  fluctuations  in market  interest  rates
because all of its outstanding debt has fixed interest rates.


ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The Company's  audited  financial  statements  and  supplementary  data
(unaudited) required by this item are included below on pages 4 through 10.

                                       3

<PAGE>



                         REPORT OF INDEPENDENT AUDITORS



To the Member of
JCP&L Transition Funding LLC:


In our opinion,  the accompanying  balance sheets and the related  statements of
operations and changes in member's equity and of cash flows present  fairly,  in
all material respects, the financial position of JCP&L Transition Funding LLC (a
Delaware limited liability company and wholly owned subsidiary of Jersey Central
Power & Light  Company) as of December 31, 2003 and 2002, and the results of its
operations and changes in member's  equity and of its cash flows for each of the
three years in the period ended December 31, 2003 in conformity  with accounting
principles  generally accepted in the United States of America.  These financial
statements   are  the   responsibility   of  the   Company's   management;   our
responsibility  is to express an opinion on these financial  statements based on
our audits.  We conducted  our audits of these  statements  in  accordance  with
auditing  standards  generally  accepted in the United States of America,  which
require that we plan and perform the audit to obtain reasonable  assurance about
whether the financial  statements  are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.




PricewaterhouseCoopers LLP
Cleveland, Ohio
February 25, 2004

                                       4

<PAGE>

<TABLE>
                                              JCP&L TRANSITION FUNDING LLC

                                 STATEMENTS OF OPERATIONS AND CHANGES IN MEMBER'S EQUITY

<CAPTION>
                                                                                                |-For the Periods From-|
                                                            For the Years Ended December 31,  Nov. 7, 2001-  Jan. 1, 2001-
                                                                  2003            2002        Dec. 31, 2001  Nov. 6, 2001
--------------------------------------------------------------------------------------------------------------------------
                                                                                    (In Thousands)

REVENUES:
<S>                                                              <C>            <C>             <C>          <C>
    Transition bond charge revenues.......................       $ 36,848       $ 23,583        $      --  | $      --
    Interest income.......................................             97             47               --  |        --
                                                                 --------       --------        ---------  | ---------
                                                                                                           |
       Total Revenues.....................................         36,945         23,630               --  |        --
                                                                 --------       --------        ---------  | ---------
                                                                                                           |
                                                                                                           |
EXPENSES:                                                                                                  |
    Amortization of bondable transition property..........         19,502         13,870               --  |        --
    Interest expense......................................         16,965          9,532               --  |        --
    Administrative and general expenses...................            466            217               --  |        --
                                                                 ---------      --------        ---------  | ---------
                                                                                                           |
       Total Expenses.....................................         36,933         23,619               --  |        --
                                                                 --------       --------        ---------  | ---------
                                                                                                           |
OPERATING INCOME..........................................             12             11               --  |        --
                                                                                                           |
Income tax expense........................................              4              4               --  |        --
                                                                 --------       --------        ---------  | ---------
                                                                                                           |
NET INCOME................................................       $      8       $      7        $      --  | $      --
                                                                 ========       ========        =========  | =========
                                                                                                           |
                                                                                                           |
                                                                                                           |
Member's equity, beginning of period......................       $  1,608       $      1        $       1  | $      --
                                                                                                           |
Net income................................................              8              7               --  |        --
                                                                                                           |
Capital contributed by member.............................             --          1,600               --  |         1
                                                                 --------       --------        ---------  | ---------
                                                                                                           |
Member's equity, end of period............................       $  1,616       $  1,608        $       1  | $       1
                                                                 ========       ========        ========== | =========



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

                                                           5
</TABLE>

<PAGE>

<TABLE>

                                     JCP&L TRANSITION FUNDING LLC

                                           BALANCE SHEETS

<CAPTION>

As of December 31,                                                          2003                 2002
----------------------------------------------------------------------------------------------------------
                                                                                  (In Thousands)
                           ASSETS

CURRENT ASSETS:
<S>                                                                        <C>                  <C>
    Cash and cash equivalents........................................      $       1            $      1
    Restricted funds held by Trustee.................................          7,244              19,750
    Transition bond charge receivable from Servicer..................          5,561               5,538
                                                                           ---------            --------
                                                                              12,806              25,289
                                                                           ---------            --------

OTHER ASSETS:
    Bondable transition property.....................................        286,628             306,130
                                                                           ---------            --------

                                                                           $ 299,434            $331,419
                                                                           =========            ========

             LIABILITIES AND MEMBER'S EQUITY

CURRENT LIABILITIES:
    Currently payable long-term debt.................................      $  15,589            $ 23,799
    Accrued taxes ...................................................              3                   4
    Accrued interest ................................................          1,385               9,532
    Payable to parent company........................................             64                 217
                                                                           ---------            --------
                                                                              17,041              33,552
                                                                           ---------            --------

CAPITALIZATION:
    Member's equity..................................................          1,616               1,608
    Long-term debt...................................................        280,777             296,259
                                                                           ---------            --------
                                                                             282,393             297,867
                                                                           ---------            --------


                                                                           $ 299,434            $331,419
                                                                           =========            ========



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

                                                           6
</TABLE>

<PAGE>

<TABLE>

                                              JCP&L TRANSITION FUNDING LLC

                                                STATEMENTS OF CASH FLOWS


<CAPTION>
                                                                                                |--For the PeriodsFrom--|
                                                             For the Years Ended December 31,  Nov. 7, 2001-  Jan. 1, 2001-
                                                                  2003             2002        Dec. 31, 2001  Nov. 6, 2001
--------------------------------------------------------------------------------------------------------------------------
                                                                                    (In Thousands)


Cash Flows from Operating Activities:
<S>                                                           <C>            <C>                <C>            <C>
Net income................................................    $         8    $         7        $        -- |  $      --
    Adjustments to reconcile net income to net cash                                                         |
      from operating activities -                                                                           |
    Amortization of bondable transition property..........         19,502         13,870                 -- |        --
    Restricted funds released from (held by) Trustee......         12,506        (19,750)                -- |         --
    Transition bond charge receivable from Servicer.......            (23)        (5,538)                -- |         --
    Accounts payable to parent company....................           (153)            --                 -- |         --
    Accrued Interest......................................         (8,147)         9,532                 -- |         --
    Other.................................................             (1)           279                 -- |         --
                                                              -----------    -----------        ----------- | ----------
                                                                                                            |
Net cash provided from (used for) operating activities....         23,692         (1,600)                -- |         --
                                                              -----------    -----------        ----------- | ----------
                                                                                                            |
                                                                                                            |
Cash Flows from Financing Activities:                                                                       |
    New Financing -                                                                                         |
     Proceeds from issuance of transition bonds...........             --        318,106                 -- |         --
     Capital contributed by member........................             --          1,600                 -- |         --
    Long-Term Debt Repayment..............................        (23,692)            --                 -- |         --
                                                              -----------    -----------        ----------- | ----------
                                                                                                            |
Net cash provided from (used for) financing activities....        (23,692)       319,706                 -- |         --
                                                              -----------    -- --------        ----------- | ----------
                                                                                                            |
                                                                                                            |
Cash Flows from Investing Activities:                                                                       |
     Purchase of bondable transition property.............             --       (318,106)                -- |         --
                                                              -----------    -----------        ----------- | ----------
                                                                                                            |
Net cash used for investing activities....................             --       (318,106)                -- |         --
                                                              -----------    -----------        ----------- | ----------
                                                                                                            |
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 from Restricted                                                                 |
   Funds Held by Trustee --                                                                                 |
     Interest.............................................    $    25,112    $        --        $        -- | $       --
                                                              ===========    ===========        =========== | ==========




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

                                                            7

</TABLE>

<PAGE>


                          JCP&L TRANSITION FUNDING LLC

                          NOTES TO FINANCIAL STATEMENTS


1 - NATURE OF OPERATIONS

         JCP&L Transition  Funding LLC (Company),  a Delaware limited  liability
company,  is a wholly owned  subsidiary of Jersey  Central Power & Light Company
(JCP&L).  JCP&L is a wholly  owned  electric  utility  operating  subsidiary  of
FirstEnergy Corp.

         On  February 6, 2002,  JCP&L  received a bondable  stranded  costs rate
order (Financing  Order) from the New Jersey Board of Public  Utilities  (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.  The  Financing  Order was issued in
accordance with the Electric Discount and Energy  Competition Act enacted by the
State of New Jersey in February  1999. On June 11, 2002, the Company issued $320
million of Series 2002-A Transition Bonds (Bonds),  in four classes.  See Note 3
for additional information.

         The Company was organized for the sole purpose of purchasing and owning
bondable  transition  property  (BTP),  issuing  transition  bonds  to fund  the
purchase of BTP,  pledging its interest in BTP and other  collateral to The Bank
of New York, as trustee for the Bonds (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  statutory  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 the
Financing  Order.  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 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. Accordingly,  for financial reporting purposes,  the Company has
recorded the acquired BTP as an  intangible  asset and the Bonds are recorded as
debt  obligation.  For  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 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         The accompanying  financial statements 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. Certain prior year amounts have been reclassified to conform with the
current year presentation.

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 as of the date
of the  financial  statements,  and revenues and expenses  during the  reporting
period. Actual results could differ from those estimates.

Revenues

         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  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 member's
capital  subaccount  are recorded as income;  earnings on the other  subaccounts
must be credited to JCP&L customers pursuant to the Financing Order.

                                       8

<PAGE>


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   consist  of  cash  and  cash
equivalents  and 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 revenues, interest costs and other fees. The
BTP is solely the property of the Company.

         Prior to the issuance of the Bonds, certain costs associated with their
sale  were paid by JCP&L and  deferred  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 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 as of December 31,
2003 are as follows:

                                            Expected Final       Legal Final
Class     Interest Rate      Amount          Payment Date       Maturity Date
-----     -------------      ------         --------------      -------------
                          (In Thousands)
A-1...      4.19%           $ 67,312       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
                            --------
                             296,201
  Current maturities:
    -- Class A-1 bonds       (15,589)
  Refundable bond collateral     165
  Long-term debt            $280,777

         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 legal 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

                                       9

<PAGE>

charges as specified in the Indenture.  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.

         As of December 31, 2003 and 2002, the following balances were reflected
in the subaccounts maintained by the Trustee:

                                          2003             2002
                                         ------           ------
             Subaccount                      (In Thousands)
             ----------                      --------------
             General.................    $ 2,564         $18,139
             Reserve.................      1,606              --
             Overcollateralization...        160              --
             Capital.................      2,914           1,611
                                         -------         -------
               Total.................    $ 7,244         $19,750
                                         =======         =======


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 -- the Company  accrued  $400,000 during 2003. This servicing fee is
being recovered by the Company through the TBC. The Company also entered into an
administration   agreement  with  FirstEnergy  Service  Company,  an  affiliated
company,  pursuant to which FirstEnergy Service Company provides  administrative
services  to the  Company.  In 2003 and 2002,  no  expenses  for  administrative
services were paid or accrued by the Company.

                                       10

<PAGE>


                                     PART II
                                   (Continued)

                          JCP&L TRANSITION FUNDING LLC


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

         None.


ITEM 9A. 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-15(e) and 15d-15(e), as
of the end of the date covered by this report.  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 material information
relating  to the  Company by others  within  the  Company  and/or the  Company's
parent, JCP&L.

         (b) Changes in Internal Controls

         During the quarter  ended  December 31, 2003,  there were no changes in
the  registrant's  internal  controls  over the  financial  reporting  that have
materially  affected,  or  are  reasonably  likely  to  materially  affect,  the
registrant's control over financial reporting.


                                    PART III

                          JCP&L TRANSITION FUNDING LLC


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

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


ITEM 11. EXECUTIVE COMPENSATION

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


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

                                       11

<PAGE>


                                     PART IV

                          JCP&L TRANSITION FUNDING LLC


ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES


Audit Fees


         The aggregate fees billed by PricewaterhouseCoopers  LLP for the fiscal
years ended December 31, 2003 and 2002 for  professional  services  rendered for
the  audits of the  registrant's  annual  financial  statements  and  reviews of
financial  statements  included in the  registrant's  Quarterly  Reports on Form
10-Q, for those fiscal years were $27,530 and $25,500, respectively.


Audit-Related Fees


         The aggregate  fees billed for the fiscal year ended  December 31, 2003
for assurance and related services rendered by  PricewaterhouseCoopers  LLP that
are  related  to the  performance  of the audit or  review  of the  registrant's
financial  statements were $2,184.  These services principally related to ensure
appropriate  accounting  and reporting in connection  with FIN 46 and assistance
with    Sarbanes-Oxley.    There   were   no    additional    fees   billed   by
PricewaterhouseCoopers LLP for the fiscal year ended December 31, 2002.


Tax Fees


         There were no additional fees billed by PricewaterhouseCoopers  LLP for
the fiscal years ended December 31, 2003 and 2002.


All Other Fees


         There were no additional fees billed by PricewaterhouseCoopers  LLP for
the fiscal years ended December 31, 2003 and 2002.


ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

         (a) The following documents are filed as part of this report:

             (1)  Exhibits:

                  See Index to Exhibits which follows page 13 of this report.

             (2)  Financial Statement Schedules:

                  None.

         (b) Reports on Form 8-K:

                  No reports on Form 8-K were filed since September 30, 2003.

                                       12

<PAGE>


                                   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.



                                         JCP&L TRANSITION FUNDING LLC



                                             /s/ Stephen E. Morgan
                                             --------------------------------
                                                 Stephen E. Morgan
                                                 President


Date:  March 26, 2004


         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following duly authorized persons on
behalf of the registrant and in the capacities and on the date indicated:



                                             /s/ Richard H. Marsh
                                             --------------------------------
                                                 Richard H. Marsh
                                                 Senior Vice President and
                                                 Chief Financial Officer



                                             /s/ Lelia L. Vespoli
                                             --------------------------------
                                                 Lelia L. Vespoli
                                                 Senior Vice President



                                             /s/ Harvey L. Wagner
                                             --------------------------------
                                                 Harvey L. Wagner
                                                 Vice President and Controller
                                                 (Principal Accounting Officer)



                                             /s/ Anthony J. Alexander
                                             --------------------------------
                                                 Anthony J. Alexander
                                                 Manager



                                             /s/ Pamela A. Jasinski
                                             --------------------------------
                                                 Pamela A. Jasinski
                                                 Manager



                                             /s/ Mary S. Stawikey
                                             --------------------------------
                                                 Mary S. Stawikey
                                                 Manager


Date:  March 26, 2004

                                       13