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, 2002

                                       OR

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

For the transition period from __________ to __________



Commission          Registrant; State of Incorporation;        I.R.S. Employer
File Number            Address; and Telephone Number          Identification No.
-----------        -------------------------------------      ------------------
333-31250          JCP&L TRANSITION FUNDING LLC                   75-2998870
                   (A Delaware Limited Liability Company)
                   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 if disclosure of  delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [X]


        Indicate by check mark whether the  registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

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


        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

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

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

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


Part IV

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


Signatures and Certifications............................................. 13-15


Index to Exhibits


<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.  Effective  February  19, 2002,  the
Company became a wholly owned subsidiary of Jersey Central Power & Light Company
(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 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  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  transition  bond charge  (TBC) from  JCP&L's
electric  customers  pursuant to a bondable stranded costs rate order (Financing
Order).  The  Financing  Order was issued on  February 6, 2002 by the New Jersey
Board of Public Utilities  (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.

         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 trustee on July 15,
2002.  The first  quarterly  payment of Bond  principal,  interest  and  related
expenses was made on March 5, 2003.


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.  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.

         In February 2000, the Company,  a Delaware limited  liability  company,
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 became a wholly owned  subsidiary of JCP&L in February 2002.
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 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
sufficient to recover the $320 million aggregate  principal amount of the Bonds,
plus an amount  sufficient  to provide for any credit  enhancement,  to

                                       2

<PAGE>


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.  However,  the Servicing  Agreement
requires JCP&L, as Servicer, to manage and administer the BTP of the Company and
to  collect  the  TBC on  behalf  of the  Company.  JCP&L  began  remitting  TBC
collections to the 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 fiscal  years
ended December 31, 2001 and 2000.

Revenues

         The Company did not earn revenues  prior to purchasing  BTP and issuing
the  Bonds on June  11,  2002.  Revenues  of $23.6  million  for the year  ended
December 31, 2002 relate to TBC revenues  recognized  during the year, which are
being collected from JCP&L customers.

Expenses

         Expenses of $13.9  million for the year ended  December 31, 2002 relate
to amortization of BTP (which is based on TBC revenue collections). In addition,
expenses of $9.5 million for the year represent 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 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.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The Company is not exposed to  fluctuations  in market  interest  rates
because all of its debt,  which is  represented  principally  by the Bonds,  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 ACCOUNTANTS



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)  at December  31, 2002 and 2001,  and the results of its
operations and changes in member's  equity and of its cash flows for each of the
two  years  in the  period  ended  December  31,  2002 and for the  period  from
inception (February 24, 2000) to December 31, 2000 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 28, 2003

                                       4

<PAGE>

<TABLE>

                                           JCP&L TRANSITION FUNDING LLC

                             STATEMENTS OF OPERATIONS AND CHANGES IN MEMBER'S EQUITY


<CAPTION>
                                                                                                        From
                                               For the Year Ended    |--For the Periods From--|       Inception,
                                                   December 31,    Nov. 7, 2001 -   Jan.1, 2001 -   Feb. 24, 2000 -
                                                      2002         Dec. 31, 2001    Nov. 6, 2001    Dec. 31, 2000
-------------------------------------------------------------------------------------------------------------------
                                                                        (In Thousands)

REVENUES:
<S>                                                 <C>              <C>              <C>              <C>
   Transition bond charge revenues...............   $ 23,583         $      --  |     $      --        $      --
   Interest income...............................         47                --  |            --               --
                                                    --------         ---------  |     ---------        ---------
                                                                                |
      Total Revenues.............................     23,630                --  |            --               --
                                                    --------         ---------  |     ---------        ---------
                                                                                |
                                                                                |
EXPENSES:                                                                       |
   Amortization of bondable transition property..     13,870                --  |            --               --
   Interest expense..............................      9,532                --  |            --               --
   Servicing and administrative expenses.........        217                --  |            --               --
                                                    --------         ---------  |     ---------       ----------
                                                                                |
      Total Expenses.............................     23,619                --  |            --               --
                                                    --------         ---------  |     ---------       ----------
                                                                                |
OPERATING INCOME.................................         11                --  |            --               --
                                                    --------         ---------  |     ---------       ----------
                                                                                |
Income tax expense...............................          4                --  |            --               --
                                                    --------         ---------  |     ---------       ----------
                                                                                |
NET INCOME.......................................   $      7         $      --  |     $      --       $      --
                                                    ========         =========  |     =========       ==========
                                                                                |
                                                                                |
Member's equity, beginning of period.............   $      1         $       1  |     $       1       $       --
                                                                                |
Net income.......................................          7                --  |            --               --
                                                                                |
Capital contributed by member....................      1,600                --  |            --                1
                                                    --------         ---------  |     ---------       ----------
                                                                                |
Member's equity, end of period...................   $  1,608         $       1  |     $       1       $        1
                                                    ========         =========  |     =========       ==========


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


                                                         5

</TABLE>


<PAGE>


                          JCP&L TRANSITION FUNDING LLC

                                 BALANCE SHEETS



As of December 31,                                         2002          2001
------------------------------------------------------------------------------
                                                             (In Thousands)
                      ASSETS
                      ------

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

OTHER ASSETS:
   Bondable transition property.....................      306,130           --
   Deferred financing costs.........................           --        1,581
                                                         --------       ------
                                                          306,130        1,581
                                                         --------       ------


                                                         $331,419       $1,582
                                                         ========       ======


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

CURRENT LIABILITIES:
   Currently payable long-term debt.................     $ 23,799       $   --
   Taxes accrued....................................            4           --
   Interest accrued.................................        9,532           --
   Payable to JCP&L.................................          217        1,581
                                                         --------       ------
                                                           33,552        1,581
                                                         --------       ------

CAPITALIZATION:
   Member's equity..................................        1,608            1
   Long-term debt...................................      296,259           --
                                                         --------       ------
                                                          297,867            1
                                                         --------       ------


                                                         $331,419       $1,582
                                                         ========       ======


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

                                       6


<PAGE>

<TABLE>


                                            JCP&L TRANSITION FUNDING LLC

                                              STATEMENTS OF CASH FLOWS

<CAPTION>
                                                                                                             From
                                                    For the Year Ended    |--For the Periods From--|       Inception,
                                                        December 31,    Nov. 7, 2001 -   Jan.1, 2001 -   Feb. 24, 2000 -
                                                           2002         Dec. 31, 2001    Nov. 6, 2001    Dec. 31, 2000
------------------------------------------------------------------------------------------------------------------------
                                                                               (In Thousands)

Cash Flows from Operating Activities:
<S>                                                      <C>             <C>               <C>             <C>
Net income.............................................  $      7        $      --    |    $      --       $      --
   Adjustments to reconcile net income to net cash.....                               |
     from operating activities -                                                      |
    Amortization of bondable transition property.......    13,870               --    |           --              --
    Transition bond charge receivable from Servicer....    (5,538)              --    |           --              --
    Accrued Interest...................................     9,532               --    |           --              --
    Other..............................................       232               --    |           --              --
                                                         --------        ---------    |    ---------       ---------
                                                                                      |
Net cash provided from operating activities............    18,103               --    |           --              --
                                                         --------        ---------    |    ---------       ---------
                                                                                      |
                                                                                      |
Cash Flows from Financing Activities:                                                 |
   New Financing -                                                                    |
    Proceeds from issuance of transition bonds.........   318,106               --    |           --              --
    Capital contributed by member......................     1,600               --    |           --               1
                                                         --------        ---------    |    ---------       ---------
                                                                                      |
Net cash provided from financing activities............   319,706               --    |           --               1
                                                         --------        ---------    |    ---------       ---------
                                                                                      |
                                                                                      |
Cash Flows from Investing Activities:                                                 |
    Deposit of restricted funds with Trustee...........   (19,703)              --    |           --              --
    Purchase of bondable transition property...........  (318,106)              --    |           --              --
                                                         --------        ---------    |    ---------       ---------
                                                                                      |
Net cash provided from (used for) investing activities.  (337,809)              --    |           --              --
                                                         --------        ---------    |    ---------       ---------
                                                                                      |
                                                                                      |
Net change in cash and cash equivalents................        --               --    |           --               1
Cash and cash equivalents at beginning of period.......         1                1    |            1               -
                                                         --------        ---------    |    ---------       ---------
                                                                                      |
Cash and cash equivalents at end of period.............  $      1        $       1    |    $       1       $       1
                                                         ========        =========    |    =========       =========
                                                                                      |
                                                                                      |
Supplemental Cash Flows Information:                                                  |
Cash Paid During the Period -                                                         |
   Interest............................................  $     --        $      --    |    $      --       $      --
                                                         ========        =========    |    =========       =========


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

                                                         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,  was formed on February 24,  2000.  Effective  February  19, 2002,  the
Company became a wholly owned subsidiary of Jersey Central Power & Light Company
(JCP&L).  JCP&L,  a  wholly  owned  electric  utility  operating  subsidiary  of
FirstEnergy  Corp.,  was formerly a wholly owned  subsidiary of GPU, Inc., which
merged with and into  FirstEnergy  Corp. on November 7, 2001.  Accordingly,  the
post-merger and pre-merger period financial results presented in this report are
separated by a heavy black line.

         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. 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  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 (Financing  Order).  The Financing Order was issued on February
6, 2002 by the New Jersey Board of Public  Utilities  (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 - 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 at 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 in income, as 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 accruals 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 at December 31,
2002 are as follows:

                                            Expected Final       Legal Final
Class    Interest Rate   Principal Amount   Payment Date        Maturity Date
-----    -------------   ----------------   --------------      -------------
                          (In Thousands)
 A-1...     4.19%            $ 91,111      December 5, 2007    December 5, 2009
 A-2...     5.39%              52,297      September 5, 2010   September 5, 2012
 A-3...     5.81%              77,075      December 5, 2013    December 5, 2015
 A-4...     6.16%              99,517      June 5, 2017        June 5, 2019
                             --------
                              320,000
   Current maturities:
     -- Class A-1 bonds       (23,799)
   Refundable bond collateral      58
                             --------
   Long-term debt            $296,259
                             ========

         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 is required to make the first
payment on the Bonds on March 5, 2003. The reserve  subaccount is maintained for
the purpose of retaining any excess  amount of TBC  collections  and  investment
earnings not released to the Company.  The  overcollateralization  subaccount is
held by the Trustee as a credit

                                       9

<PAGE>


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.
At December 31, 2002, the following  balances were reflected in the  subaccounts
maintained by the Trustee:

                                               Balance
                    Subaccount              (In Thousands)
                    ----------              --------------
                    General.............        $18,139
                    Reserve.............           --
                    Overcollateralization          --
                    Capital.............          1,611
                                                -------
                      Total.............        $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,  of which the Company accrued  $216,666 in 2002. This servicing fee
is being  recovered by the Company through the TBC. The Company has also entered
into an administration  agreement with GPU Service, Inc., an affiliated company,
pursuant to which GPU  Service,  Inc.  provides  administrative  services to the
Company.  In 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.



                                    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.


ITEM 14. 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  annual  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.

                                       11


<PAGE>


                                     PART IV

                          JCP&L TRANSITION FUNDING LLC


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

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

             (1)  Financial Statements:

               -- Report of Independent Accountants, on page 4.

               -- Statements of Operations and Changes in Member's Equity, on
                  page 5.

               -- Balance Sheets, on page 6.

               -- Statements of Cash Flows, on page 7.

               -- Notes to Financial Statements, on pages 8 through 10.


             (2)  Financial Statement Schedules:

                  None.


             (3)  Exhibits:

                  See Index to Exhibits which follows page 15 of this report.


         (b) Reports on Form 8-K:

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


                                       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/ Earl T. Carey
                                              ----------------------------------
                                                      Earl T. Carey
                                                        President
                                                (Principal Executive Officer)

March 26, 2003



         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 and Manager
                                                 (Principal Financial Officer)



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



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



                                             /s/ H. Peter Burg
                                           ------------------------------------
                                                 H. Peter Burg
                                                 Manager



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



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

March 26, 2003

                                       13


<PAGE>


                                  CERTIFICATION



I, Earl T. Carey, certify that:


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

         2. Based on my  knowledge,  this  annual  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 annual report;

         3. Based on my knowledge, the financial statements, and other financial
            information  included in this annual  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 annual 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  annual
               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 annual report (the "Evaluation Date"); and

            c) presented  in  this  annual  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 annual 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:  March 24, 2003

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

                                       14

<PAGE>



                                  CERTIFICATION



I, Richard H. Marsh, certify that:


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

      2.  Based on my knowledge, this annual 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 annual report;

      3.  Based on  my knowledge, the financial statements,  and other financial
          information  included in this  annual  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 annual 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   annual
             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 annual report (the "Evaluation Date"); and

          c) presented  in  this  annual  report  our  conclusions   abou t  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 thet
          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
          annual  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:  March 24, 2003

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

                                       15


<PAGE>


                                INDEX TO EXHIBITS


         The following Exhibits indicated by an asterisk are filed herewith. The
remaining  Exhibits have  previously been filed with the Securities and Exchange
Commission and, pursuant to Rule 12(b)-32, are incorporated herein by reference.


Exhibit
Number    Description
-------   -----------

3.1       Certificate of Formation of JCP&L Transition  Funding LLC (Form S-3/A,
          dated March 19, 2002, Exhibit 3.2.A).

3.2       Amended and  Restated  Limited  Liability  Company  Agreement of JCP&L
          Transition Funding LLC dated as of June 11, 2002 (Form 8-K, dated June
          13, 2002, Exhibit 3.2.B).

4.1       Indenture dated as of June 11, 2002 between JCP&L  Transition  Funding
          LLC and The Bank of New York (Form 8-K ,dated June 13,  2002,  Exhibit
          4.1.A).

4.2       Series  Supplement  dated as of June 11, 2002 between JCP&L Transition
          Funding LLC and The Bank of New York (Form 8-K,  dated June 13,  2002,
          Exhibit 4.1.B).

10.1      Bondable  Transition  Property Sale Agreement between JCP&L Transition
          Funding LLC and Jersey  Central Power & Light Company dated as of June
          11, 2002 (Form 8-K, dated June 13, 2002, Exhibit 10.1.A).

10.2      Bondable   Transition   Property  Servicing  Agreement  between  JCP&L
          Transition  Funding LLC and Jersey Central Power & Light Company dated
          as of June 11, 2002 (Form 8-K, dated June 13, 2002, Exhibit 10.1.B).

10.3      Administration  Agreement between JCP&L Transition Funding LLC and GPU
          Energy, Inc. dated as of June 11, 2002 (Form 8-K, dated June 13, 2002,
          Exhibit 10.1.C).

10.4      Financing  Order of the NJBPU  issued  February  6, 2002 (Form  S-3/A,
          dated March 19, 2002, Exhibit 10.1.D).

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.