EXHIBIT 31.2

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

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

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

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

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

          a) all significant deficiencies and material weaknesses in the design
             or operation of internal control over financial reporting which are
             reasonably likely to adversely affect the registrant's ability to
             record, process, summarize and report financial data; and

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



     Date:  March 26, 2004

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