S-4

As filed with the Securities and Exchange Commission on September 16, 2004

Registration No. 333-          

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Jersey Central Power & Light Company

(Exact name of registrant as specified in its charter)

New Jersey	4911	21-0485010
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

c/o FirstEnergy Corp.

76 South Main Street

Akron, Ohio 44308-1890

(800) 736-3402

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Leila L. Vespoli, Esq.

Senior Vice President and General Counsel

c/o FirstEnergy Corp.

76 South Main Street

Akron, Ohio 44308-1890

(800) 736-3402

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Lucas F. Torres, Esq.	Douglas E. Davidson, Esq.
Akin Gump Strauss Hauer & Feld LLP	Thelen Reid & Priest LLP
590 Madison Avenue	875 Third Avenue
New York, NY 10022	New York, NY 10022-6225
(212) 872-1000	(212) 603-2000
Fax: (212) 872-1002	Fax: (212) 603-2001

     Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the registration statement becomes effective.

     If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

     If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box, and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

CALCULATION OF REGISTRATION FEE

		Proposed	Proposed
Title of Each Class	Amount	Maximum	Maximum	Amount of
of Securities	to be	Offering Price	Aggregate	Registration
to be Registered	Registered	Per Unit	Offering Price	Fee(1)
5.625% Exchange Senior Notes due 2016	$300,000,000	100%	$300,000,000	$38,010

(1)  In accordance with Rule 457(f)(2) under the Securities Act of 1933, the registration fee is based on the book value of the outstanding 5.625% Senior Notes due 2016 of Jersey Central Power & Light Company to be cancelled in the exchange transaction hereunder.

     The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED SEPTEMBER 16, 2004

PROSPECTUS

Jersey Central Power & Light Company

Offer To Exchange

$300,000,000

5.625% Exchange Senior Notes

due 2016

for any and all

5.625% Senior Notes

due 2016

     We are offering to exchange up to $300,000,000 in aggregate principal amount of our registered 5.625% Exchange Senior Notes due 2016, which we refer to as the Exchange Notes, for $300,000,000 in aggregate principal amount of our outstanding unregistered 5.625% Senior Notes due 2016, which we refer to as the Original Notes. The terms of the Exchange Notes are identical in all material respects to the terms of the Original Notes, except that the Exchange Notes have been registered under the Securities Act of 1933, and, therefore, the terms relating to transfer restrictions, registration rights and additional interest applicable to the Original Notes are not applicable to the Exchange Notes, and the Exchange Notes will bear different CUSIP numbers.

•  This exchange offer will expire at 5:00 p.m., New York City time, on                   , 2004, unless extended.

•  All Original Notes that are validly tendered, and not validly withdrawn, will be exchanged. You should carefully review the procedures for tendering the Original Notes beginning on page 13 of this prospectus.

•  Like the Original Notes, the Exchange Notes will initially be secured by a like amount of our senior note mortgage bonds. The senior note mortgage bonds securing the Exchange Notes (and any Original Notes not exchanged for Exchange Notes (the Remaining Original Notes)) may be released in certain circumstances and subject to certain conditions.

•  You may validly withdraw tenders of Original Notes at any time before the expiration of this exchange offer.

•  If you fail to tender your Original Notes, you will continue to hold unregistered, restricted securities, and your ability to transfer them could be adversely affected.

•  The exchange of Original Notes for Exchange Notes will not be a taxable event for United States federal income tax purposes.

•  Original Notes may be exchanged for Exchange Notes only in minimum denominations of $1,000 and integral multiples thereof.

•  We will not receive any proceeds from this exchange offer.

•  No public market currently exists for the Exchange Notes. We do not intend to apply for listing of the Exchange Notes on any national securities exchange or to arrange for the Exchange Notes to be quoted on any automated quotation system, and, therefore, an active public market is not anticipated.

     Each broker-dealer that receives Exchange Notes for its own account in this exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of those Exchange Notes. The related letter of transmittal that is delivered with this prospectus states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Original Notes the broker-dealer acquired as a result of market-making activities or other trading activities. We have agreed that we will make this prospectus available to any broker-dealer for use in connection with any such resale for a period ending 90 days after the consummation of this exchange offer or, if sooner, the date on which those Exchange Notes held by the broker-dealer have been sold (unless such period is extended pursuant to the registration rights agreement). See “Plan of Distribution” beginning on page 42 of this prospectus.

     Each holder of Original Notes wishing to accept this exchange offer must effect a tender of Original Notes by book-entry transfer into the exchange agent’s account at The Depository Trust Company (“DTC”). All deliveries are at the risk of the holder. You can find detailed instructions concerning delivery in the section of this prospectus entitled “The Exchange Offer” beginning on page 13.

       See “Risk Factors” beginning on page 8 for a discussion of factors that you should consider in connection with an investment in Exchange Notes.

     Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

     YOU SHOULD READ THIS ENTIRE DOCUMENT AND THE ACCOMPANYING LETTER OF TRANSMITTAL AND RELATED DOCUMENTS AND ANY AMENDMENTS OR SUPPLEMENTS CAREFULLY BEFORE MAKING YOUR DECISION TO PARTICIPATE IN THIS EXCHANGE OFFER.

The date of this prospectus is                     , 2004.

TABLE OF CONTENTS

	Page
Cautionary Note Regarding Forward-Looking Statements		i
Summary		1
Risk Factors		8
Use of Proceeds		12
Capitalization and Short-Term Debt		13
Summary Consolidated Financial Information		13
The Exchange Offer		13
Description of Exchange Notes		23
Description of Senior Note Mortgage Bonds		34
Material United States Federal Income Tax Consequences		38
Plan of Distribution		42
Legal Matters		43
Independent Registered Public Accounting Firm		43
Where You Can Find More Information		44
Exhibit 4(A)(48) Fifty-Fifth Supplemental Indenture
Exhibit 4(B) Registration Rights Agreement
Exhibit 4(D) Form of Exchange Note
Exhibit 12 Computation of Ratio of Earnings
Exhibit 15 Letter of PriceWaterHouseCoopers LLP
Exhibit 23(C) Consent of PriceWaterHouseCoopers LLP
Exhibit 25 Form T-1
Exhibit 99(A) Letter of Transmittal
Exhibit 99(B) Form of Notice of Guaranteed Delivery
Exhibit 99(C) Form of Letter to Registered Holders

      This prospectus incorporates by reference important business and financial information about us that is not included in or delivered with this document. Copies of this information are available without charge to any person to whom this prospectus is delivered, upon written or oral request. Written requests should be sent to Jersey Central Power & Light Company, c/o FirstEnergy Corp., 76 South Main Street, Akron, Ohio 44308-1890, Attention: Investor Services. Oral requests should be made by telephoning (800) 736-3402. To obtain timely delivery, you must request the information no later than                     , 2004, which is five business days before the expiration date of this exchange offer.

      This prospectus is part of a registration statement we filed with the Securities and Exchange Commission. You should rely only on the information we have provided or incorporated by reference in this prospectus. We have not authorized anyone to provide you with additional or different information. We are not making an offer of these securities in any jurisdiction where the offer is not permitted. You should assume that the information in this prospectus is accurate only as of the date on the front cover and that any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

      Some of the statements contained in this prospectus and incorporated by reference into this prospectus are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 (the Securities Act) and Section 21E of the Securities Exchange Act of 1934 (the Exchange Act). These statements include declarations regarding our or our management’s intents, beliefs and current expectations. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of such terms or other comparable terminology. Forward-looking statements are not guarantees of future performance, and actual results could differ materially from those indicated by the forward-looking statements. Forward-looking statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements.

      The forward-looking statements contained and incorporated by reference herein are qualified in their entirety by reference to the following important factors, which are difficult to predict, contain uncertainties,

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are beyond our control and may cause actual results to differ materially from those contained in forward-looking statements:

•  the speed and nature of increased competition and deregulation in the electric utility industry;

•  economic or weather conditions affecting future sales and margins;

•  changes in markets for energy services;

•  changing energy and commodity market prices;

•  replacement power costs being higher than anticipated or inadequately hedged;

•  maintenance costs being higher than anticipated;

•  legislative and regulatory changes (including revised environmental requirements);

•  adverse regulatory or legal decisions and the outcome of governmental investigations;

•  availability and cost of capital;

•  the continuing availability and operation of generating units;

•  the inability to accomplish or realize anticipated benefits of strategic goals;

•  the ability to improve electric commodity margins and to experience growth in the distribution business;

•  the ability to access the public securities markets;

•  further investigation into the causes of the August 14, 2003 regional power outage and the outcome, cost and other effects of present and potential legal and administrative proceedings and claims related to that outage; and

•  the risks and other factors discussed from time to time in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2003, as amended, and in this prospectus under the heading “RISK FACTORS”; and

•  other similar factors.

      Any forward-looking statements speak only as of the date of this prospectus, and we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which such statements are made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict all of such factors, nor can we assess the impact of any such factor on our business or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statements. The foregoing review of factors should not be construed as exhaustive.

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SUMMARY

      This summary highlights selected information from this prospectus. This summary is not complete and may not contain all of the information that you should consider prior to making a decision to exchange Original Notes for Exchange Notes. You should read the entire prospectus carefully, including the “Risk Factors” section beginning on page 8 of this prospectus and the financial statements and notes to these statements incorporated by reference in this prospectus. In this prospectus, unless the context indicates otherwise, the words “Jersey Central,” “the company,” “we,” “our,” “ours” and “us” refer to Jersey Central Power & Light Company.

Jersey Central Power & Light Company

      We are a wholly-owned electric utility operating subsidiary of FirstEnergy Corp., or FirstEnergy. FirstEnergy is a holding company registered under the Public Utility Holding Company Act of 1935. We engage in the transmission, distribution and sale of electric energy in an area of approximately 3,300 square miles in northern, western and east central New Jersey. We also engage in the sale, purchase and interchange of electric energy with other electric companies. The area we serve has a population of approximately 2.5 million.

      Our principal executive offices are located at 76 South Main Street, Akron, Ohio 44308-1890. Our telephone number is (800) 736-3402.

The Exchange Offer

Issuance of the Original Notes	We issued and sold $300,000,000 of 5.625% Senior Notes on April 23, 2004 in a transaction not requiring registration under the Securities Act.
	The initial purchasers of the Original Notes sold beneficial interests in the Original Notes to qualified institutional buyers pursuant to Rule 144A of the Securities Act and to non-US persons pursuant to Regulation S of the Securities Act. All of the Original Notes originally issued by us on April 23, 2004 are currently outstanding.
The Exchange Offer; Exchange Notes	We are offering to exchange the Exchange Notes for the Original Notes to satisfy our obligations under the registration rights agreement we entered into when the Original Notes were issued and sold. The Exchange Notes will have been registered under the Securities Act and are of a like principal amount and like tenor of the Original Notes. Noteholders that validly tender their Original Notes and do not validly withdraw such tender before the expiration date will have the benefit of this exchange offer. Original Notes may be exchanged for Exchange Notes only in minimum denominations of $1,000 and integral multiples thereof. In order to exchange your Original Notes, you must validly tender them before the expiration date of this exchange offer.
Expiration Date	5:00 p.m., New York City time, on                     , 2004, unless extended by us in our sole discretion. If extended, the term expiration date as used in this prospectus will mean the latest date and time to which this exchange offer is extended. We will accept for exchange any and all Original Notes which are validly tendered and not validly withdrawn before 5:00 p.m., New York City time, on the expiration date.

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Conditions to the Exchange Offer	This exchange offer is subject to certain customary conditions, some of which we may waive. See “The Exchange Offer — Conditions to the Exchange Offer.”
Consequences of Failure to Exchange Your Original Notes	If you fail to validly tender your Original Notes for Exchange Notes in accordance with the terms of this exchange offer, or withdraw your tender, your Original Notes will continue to be subject to transfer restrictions. If you are eligible to participate in this exchange offer and you fail to validly tender your Original Notes, or withdraw your tender, you will not have any further rights under the registration rights agreement, including the right to require us to register your Original Notes, but your Original Notes will remain outstanding and continue to accrue interest. See “The Exchange Offer — Consequences of Failure to Exchange.”
	Because we anticipate that most holders of Original Notes will elect to exchange their Original Notes, we expect that the liquidity of the markets, if any, for any Original Notes remaining after the completion of this exchange offer will be substantially limited.
Procedures for Tendering Original Notes	If you are a holder of Original Notes who wishes to accept this exchange offer you must:
	• complete, sign and date the accompanying letter of transmittal in accordance with the instructions contained in the letter of transmittal; and
	• mail or otherwise deliver the letter of transmittal together with the Original Notes and any other required documentation to the exchange agent at the address set forth in this prospectus.
	However, if you hold Original Notes through The Depository Trust Company, or DTC, and wish to accept this exchange offer, you must arrange for DTC to transmit required information to the exchange agent in connection with a book-entry transfer. See “The Exchange Offer — Procedures for Tendering Original Notes.”
	By tendering your Original Notes in either of these manners, you will be making a number of important representations to us, as described under “The Exchange Offer — Resale of Exchange Notes,” including that you do not intend to participate in a distribution of the Exchange Notes.
	Please do not send your letter of transmittal or certificates representing your Original Notes to us. Those documents should be sent only to the exchange agent. Questions regarding how to tender Original Notes and requests for information should be directed to the exchange agent. See “The Exchange Offer — Exchange Agent.”
Guaranteed Delivery Procedures	If you wish to tender your Original Notes and your Original Notes are not immediately available or you cannot deliver your Original Notes, the letter of transmittal or any other documents required by the letter of transmittal to be delivered to the exchange agent, or

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	you are unable to comply with the procedures for book-entry transfer prior to the expiration of this exchange offer, you must tender your Original Notes according to the guaranteed delivery procedures set forth in “The Exchange Offer — Procedures for Tendering Original Notes — Guaranteed Delivery” in order to participate in this exchange offer.
Special Procedures for Beneficial Owners	If your Original Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your Original Notes, we urge you to contact that person promptly and instruct the registered holder to tender your Original Notes on your behalf.
	If your Original Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your Original Notes on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your Original Notes to the exchange agent, either make appropriate arrangements to register ownership of the Original Notes in your name or obtain a properly completed note power from the registered holder. Please note that the transfer of registered ownership may take considerable time.
Withdrawal Rights	You may validly withdraw the tender of your Original Notes at any time prior to 5:00 p.m., New York City time, on the expiration date. See “The Exchange Offer — Withdrawal Rights.”
Acceptance of Original Notes and Delivery of Exchange Notes	We will accept for exchange any and all Original Notes which are validly tendered and not withdrawn in accordance with the terms and conditions of this exchange offer prior to 5:00 p.m., New York City time, on the expiration date. The Exchange Notes issued pursuant to this exchange offer will be delivered on the earliest practicable date following the exchange date. See “The Exchange Offer — Terms of the Exchange Offer.”
Resales of Exchange Notes	We believe that you will be able to offer for resale, resell or otherwise transfer Exchange Notes issued in this exchange offer without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that:
	• You are acquiring the Exchange Notes in the ordinary course of your business;
	• You have no arrangement or understanding with any person to participate in a distribution of the Exchange Notes;
	• You are not an affiliate of ours; and
	• If you are not a broker-dealer, you are not engaged in, and do not intend to engage in, the distribution of Exchange Notes.
	In addition, each participating broker-dealer that receives Exchange Notes for its own account in exchange for Original Notes which were acquired by the broker-dealer as a result of market-making or other trading activities must acknowledge that it will

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	deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the Exchange Notes. A broker-dealer may use this prospectus for an offer to sell, resell or otherwise transfer Exchange Notes. See “Plan of Distribution.”
	Our belief is based on interpretations by the staff of the Securities and Exchange Commission (SEC) set forth in several no-action letters issued to third parties. The SEC has not considered this exchange offer in the context of a no-action letter, and we cannot be sure that the staff of the SEC would make a similar determination with respect to this exchange offer. See “The Exchange Offer — Resale of Exchange Notes.”
	If our belief is not accurate and you transfer an Exchange Note without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from those requirements, you may incur liability under the Securities Act. We do not and will not assume, or indemnify you against, such liability.
Accrued Interest on the Exchange Notes and Original Notes	Interest on each Exchange Note will accrue from the last date on which interest was paid on the Original Note surrendered in this exchange offer, or if no interest has been paid, from the original date of issuance of the Original Notes.
Material United States Federal Income Tax Consequences	The exchange of Original Notes for Exchange Notes pursuant to this exchange offer will not be a taxable event for United States federal income tax purposes. See “Material United States Federal Income Tax Consequences.”
Use of Proceeds	We will not receive any cash proceeds from the issuance of the Exchange Notes. See “Use of Proceeds.”
Exchange Agent	The Bank of New York.
Registration Rights Agreement	The registration rights agreement by and among us and the initial purchasers of the Original Notes entitles you to exchange your Original Notes for Exchange Notes with substantially identical terms. This exchange offer satisfies this right. After this exchange offer is completed, you will no longer be entitled to any exchange or registration rights with respect to your Original Notes. However, under the circumstances described in the registration rights agreement, you may require us to file a shelf registration statement under the Securities Act. See “The Exchange Offer — Purpose of the Exchange Offer” and “The Exchange Offer — Consequences of Failure to Exchange.”

The Exchange Notes

Securities Offered	We are offering $300,000,000 aggregate principal amount of 5.625% Exchange Senior Notes due 2016.
General	The form and terms of the Exchange Notes are identical in all material respects to the form and terms of the Original Notes, except that the Exchange Notes (i) will be registered under the Securities Act and, therefore, will not be subject to the restrictions

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on transfer applicable to the Original Notes, (ii) will bear a different CUSIP number and (iii) will not be entitled to the rights of holders of Original Notes under the registration rights agreement we entered into when the Original Notes were issued and sold. The Exchange Notes will evidence the same debt as the Original Notes and will be entitled to the benefits of the senior note indenture. See “Description of the Exchange Notes.”

Maturity	The Exchange Notes will mature on May 1, 2016.
Interest	Interest on the Exchange Notes will accrue at a rate of 5.625% per annum. Interest on the Exchange Notes will accrue from the last date on which interest was paid on the Original Notes surrendered in the exchange offer, or, if no interest has been paid, from the original date of issuance of the Original Notes, and will be payable semi-annually in arrears on each May 1 and November 1.
Indenture	We will issue the Exchange Notes under the indenture dated as of July 1, 1999 between us and The Bank of New York, as successor senior note trustee (the “senior note indenture”).
Optional Redemption	The Exchange Notes will be redeemable in whole or in part, at our option, at any time at a redemption price equal to the greater of
	• 100% of the principal amount of the Exchange Notes being redeemed, and
	• the sum of the present values of the remaining scheduled payments of principal and interest (excluding the portion of any such interest accrued to the redemption date) on the Exchange Notes being redeemed discounted to the redemption date semiannually (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate (as defined below) plus 20 basis points, plus accrued and unpaid interest on the Exchange Notes being redeemed to the date of redemption. See “Description of Exchange Notes — Optional Redemption.”
Security and Ranking	The Exchange Notes will initially be secured by a series of our first mortgage bonds, issued and delivered by us to the senior note trustee. Upon the occurrence of certain events described in this prospectus under the heading “Description of Exchange Notes — General,” the first mortgage bonds securing the Exchange Notes will be released, and the Exchange Notes will become our unsecured general obligations and will rank equally with all of our other unsecured and unsubordinated indebtedness. Unless we were to issue additional senior notes or optionally redeem outstanding first mortgage bonds, the release date would not occur prior to 2018, by which time the Exchange Notes and all other currently outstanding senior notes will have matured. If, however, we exercise our rights to optionally redeem $273,140,000 of our currently redeemable outstanding first mortgage bonds, the release of the first mortgage bonds securing the Exchange Notes would occur immediately. First mortgage bonds issued to secure Exchange Notes until the release date are referred to in this prospectus as senior note mortgage bonds.

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	Under the senior note indenture, the “release date” means the earlier of:
	• the date that all of our first mortgage bonds, other than the senior note mortgage bonds, have been retired, and
	• the date upon which the senior note trustee holds senior note mortgage bonds constituting not less than 80% in aggregate principal amount of all of our outstanding first mortgage bonds.
	As of July 31, 2004, we had $983,185,000 aggregate principal amount of first mortgage bonds outstanding, of which $600,000,000 (or about 61%) aggregate principal amount constituted senior note mortgage bonds held by the senior note trustee and subject to release on the release date.
Limitation on Liens	So long as any Exchange Notes are outstanding, we may not issue, assume, guarantee or permit to exist after the release date any debt secured by any lien upon any of our operating property (other than excepted property under the senior note indenture), except for certain permitted secured debt, without effectively securing all outstanding senior notes, including the Exchange Notes, equally and ratably with that debt (but only so long as such debt is secured). See “Description of Exchange Notes — Certain Covenants — Limitation on Liens.”
Limitation on Sale and Lease-Back Transactions	So long as any Exchange Notes are outstanding, we may not enter into or permit to exist, after the release date, any sale and lease-back transaction with respect to any Operating Property (as defined herein) (except for transactions involving leases for a term, including renewals, of not more than 48 months), if the purchasers’ commitment is obtained more than 18 months after the later of the completion of the acquisition, construction or development of that Operating Property or the placing in operation of that Operating Property or of that Operating Property as constructed or developed or substantially repaired, altered or improved. See “Description of Exchange Notes — Certain Covenants — Limitation on Sale and Lease-Back Transactions.”
Risk Factors	You should carefully read and consider, in addition to matters set forth elsewhere in this prospectus, the information in the “RISK FACTORS” section beginning on page 8.
Further Issuances	We may from time to time, without the consent of the holders of the Exchange Notes or our other debt securities, create and issue further debt securities having the same terms and conditions as the Exchange Notes so that the further issuance is consolidated and forms a single series with the previously outstanding Exchange Notes.
Form and Denomination	The Exchange Notes will be issued in fully registered form only in denominations of $1,000 and integral multiples thereof.
DTC Eligibility	The Exchange Notes will be represented by a Global Certificate deposited with, or on behalf of, The Depository Trust Company

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	(DTC) or its nominee. See “Description of Exchange Notes — Book-Entry.”
Trustee and Paying Agent	The Bank of New York.
Governing Law	The senior note indenture and the Original Notes are, and the Exchange Notes will be, governed by, and construed in accordance with, the laws of the State of New York.

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RISK FACTORS

      You should consider the following risk factors, in addition to the other information presented in this prospectus and the documents incorporated by reference into this prospectus, in evaluating us, our business and whether to participate in this exchange offer. Any of the following risks, as well as other risks and uncertainties, could harm the value of the Exchange Notes directly or our business and financial results and thus indirectly cause the value of the Exchange Notes to decline, which in turn could cause you to lose all or part of your investment. The risks below are not the only ones related to us or the Exchange Notes. Additional risks not currently known to us or that we currently deem immaterial also may impair our business and cause the value of the Exchange Notes to decline. See “Cautionary Note Regarding Forward-Looking Statements.”

Risks Related to Our Business and Industry

Because our actions in obtaining a supply of electricity are subject to regulatory prudence reviews, there exists the potential for the disallowance and, therefore, non-recovery of a portion of the costs of that supply.

      We currently obtain our electricity to serve our basic generation service (“BGS”) customers entirely from contracted purchases from third-party suppliers through an auction process authorized by the New Jersey Board of Public Utilities (“NJBPU”). Auctions in February 2003 and 2004 resulted in supply contracts covering portions of our requirements for various periods through May 31, 2007. The prices charged to our non-shopping customers since August 1, 2003 have essentially equaled our costs and were adjusted again on June 1, 2004 to reflect changes in those costs. If any of the third-party suppliers were to default on their obligations and no other third-party supplier stepped in to supply that load, or if future auctions do not result in contracts for all of our supply requirements, we would purchase replacement power in the open market at prices that may exceed our charges to customers. Although we are permitted to defer for future collection from customers the amounts by which our BGS costs and our costs incurred under non-utility generation agreements exceed amounts collected through our BGS and market transition charge rates, our actions in purchasing such power in the open market are subject to subsequent regulatory prudence reviews, which may lead to the disallowance of some of those costs, as occurred in connection with our deferred balances case that was decided in July 2003, as discussed below. A portion of the electricity currently purchased under existing agreements with non-utility generators is used to serve a portion of our BGS load, and the remainder of such electricity, as well as power we generate, is sold into the wholesale market, which actions are also subject to regulatory prudence reviews. Any of our costs that are disallowed for recovery would be charged against our earnings.

We have not received the full regulatory relief we requested in our rate and deferred balances cases with the NJBPU, and a final NJBPU decision following limited rehearing and reconsideration of certain issues is pending.

      Under New Jersey’s electric restructuring legislation, we were required to initiate proceedings to determine our unbundled rates to become effective August 1, 2003. In August 2002, we submitted two rate filings with the NJBPU which requested increases in base electric rates of approximately $98 million annually and requested the recovery of deferred costs that exceeded amounts recovered under our market transition charge and societal benefits charge. On July 25, 2003, the NJBPU announced its decision in our base electric rate proceeding, which reduced our annual revenues by approximately $62 million effective August 1, 2003. The NJBPU decision also provided for an interim return on equity of 9.5 percent on our rate base. The decision also required that, within approximately one year of its issuance, we would initiate another proceeding to request recovery of additional costs incurred to enhance system reliability. In that Phase II proceeding, the NJBPU could increase the return on equity to 9.75 percent or decrease it to 9.25 percent, depending on its assessment of the reliability of our service. Any reduction would be retroactive to August 1, 2003. The net revenue decrease from the NJBPU’s decision consists of a $223 million decrease in the electricity delivery charge, a $111 million increase due to the August 1, 2003 expiration of annual customer credits previously mandated by the New Jersey transition legislation, a

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$49 million increase in the market transition charge, and a net $1 million increase in the societal benefits charge. The decision in the deferred balances proceeding disallowed $153 million of deferred energy costs, so that the market transition charge allows for the recovery of the remaining $465 million in deferred energy costs over the next ten years on an interim basis. We filed an interim motion for rehearing and reconsideration with the NJBPU on August 15, 2003 with respect to: (1) the disallowance of the $153 million deferred energy costs discussed above; (2) the reduced rate of return on equity; and (3) $42.7 million of disallowed costs to achieve merger savings. In its final decision and order issued on May 17, 2004, the NJBPU clarified the method for calculating interest attributable to the cost disallowances, resulting in a $5.4 million reduction from the amount estimated in 2003. On June 1, 2004, we filed with the NJBPU a supplemental and amended motion for rehearing and reconsideration. On July 7, 2004, the NJBPU granted limited reconsideration and rehearing on the following issues: (1) deferred cost disallowances, (2) the capital structure including the rate of return, (3) merger savings, including amortization of certain costs to achieve merger savings, and (4) decommissioning. All other issues included in our amended motion were denied. Oral arguments were held on August 4, 2004. We are unable to predict the outcome of this matter.

      On July 16, 2004, we filed the Phase II rate filing with the NJBPU which requested an increase in base rates of $36 million, reflecting the recovery of system reliability costs and a 9.75 percent return on equity. The filing also requests an increase to the market transition charge deferred balance recovery of approximately $20 million annually. The filing also fulfills the NJBPU requirement that a Phase II proceeding be conducted and that any expenditures and projects undertaken by us to increase our system reliability be reviewed.

We are subject to complex and changing government regulations that may require increased expense and/ or changes in business strategy that could have a negative impact on our results of operations.

      We are subject to comprehensive regulation by various federal, state and local regulatory agencies that significantly influences our operating environment. We are required to have numerous permits, approvals and certificates from the agencies that regulate our business. We believe the necessary permits, approvals and certificates have been obtained for our existing operations and that our business is conducted in accordance with applicable laws; however, we are unable to predict the impact on our operating results from the future regulatory activities of any of these agencies. Changes in or reinterpretations of existing laws or regulations or the imposition of new laws or regulations may require us to incur additional expenses or change the way we run our businesses, and therefore may have an adverse impact on our results of operations.

      Our retail rates, conditions of service, issuance of securities and other matters are subject to regulation by the NJBPU. With respect to our wholesale and interstate electric operations and rates, including regulation of our accounting policies and practices, we are subject to regulation by the Federal Energy Regulatory Commission (“FERC”). Decisions by either of these regulatory bodies could affect us adversely for the reasons described above.

Restructuring and deregulation in the electric utility industry may result in unrecoverable costs that could adversely affect our business and results of operations.

      As a result of the actions taken by state legislative bodies over the last few years, major changes in the electric utility business have occurred and are continuing to take place in parts of the United States, including New Jersey, where we operate. These changes have resulted in fundamental alterations in the way utilities, like ours, conduct their business.

      The FERC and the United States Congress are also proposing significant changes in the structure and conduct of the utility industry. The FERC’s ongoing efforts to promote regional transmission organizations like the PJM Interconnection, which includes us as a transmission owner, for example, may affect how we operate and our costs of doing business. If these and other restructuring and deregulation-related efforts and proceedings result in unrecoverable costs, our business and results of operations may be adversely

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affected. We cannot predict the extent and timing of further efforts to restructure, deregulate or re-regulate us or our industry.

Our facilities may not operate as planned, which may increase our expenses or decrease our revenues and, thus, have an adverse effect on our financial performance.

      Operation of transmission and distribution facilities involves risks, including the breakdown or failure of equipment or processes, accidents, labor disputes and performance below expected levels. In addition, weather-related incidents and other natural disasters can disrupt transmission and distribution delivery systems. Any of these occurrences could result in increased expenses, including higher maintenance costs that we may not be able to recover from customers. Moreover, if we are unable to perform our contractual obligations, penalties or damages may result.

Our operating results are affected by weather conditions and may fluctuate on a seasonal and quarterly basis.

      Weather conditions directly influence the demand for electric power. In addition, we have historically delivered less power, and consequently earned less revenue, when weather conditions are milder. Severe weather, such as tornadoes, hurricanes and storms, may cause outages and property damage which may require us to incur additional expenses that we may not be able to recover from customers. The effect of the failure of our facilities to operate as planned, as described above, would be particularly burdensome during a peak demand period.

A downgrade in our credit rating could negatively affect our ability to access capital.

      On December 23, 2003, Standard & Poor’s Ratings Services (“S&P”) lowered its corporate credit ratings on FirstEnergy and its regulated utility subsidiaries to “BBB-” from “BBB” and lowered FirstEnergy’s senior unsecured debt rating to “BB+” from “BBB-”. Except for our affiliate Ohio Edison Company’s (“Ohio Edison”) senior secured issue rating, which was left unchanged, all other subsidiary ratings were lowered one notch as well. The ratings were removed from CreditWatch with negative implications, where they had been placed by S&P on August 18, 2003, and the ratings outlook returned to stable. The rating action followed a revision in S&P’s assessment of FirstEnergy’s consolidated business risk profile to “6” from “5” (“1” equals low risk, “10” equals high risk), with S&P citing operational and management challenges as well as heightened regulatory uncertainty for its revision of our business risk assessment score. S&P’s rationale for its revisions in these ratings included uncertainty regarding the timing of FirstEnergy’s Ohio rate plan filing, the outcome of the joint United States-Canadian task force’s then pending final report on the August 14, 2003 regional power outage, the outcome of the remedial phase of the Clean Air Act litigation relating to Ohio Edison’s Sammis plant, and the extended outage at our other affiliates’ Davis-Besse Nuclear Power Station and related pending subpoena. S&P further stated that the restart of Davis-Besse and a supportive Ohio rate plan extension would be vital positive developments that would aid an upgrade of FirstEnergy’s ratings. The Davis-Besse restart has been completed and on April 4, 2004, Davis-Besse began operating at 100% capacity. On August 4, 2004, the Public Utilities Commission of Ohio approved a Rate Stabilization Plan that, among other things, extends generation price stabilization through 2008, subject to a three year competitive bid process.

      On February 6, 2004, Moody’s Investors Service (“Moody’s”) downgraded FirstEnergy’s senior unsecured debt to Baa3 from Baa2, our senior secured debt and that of our affiliates, Metropolitan Edison Company and Pennsylvania Electric Company (“Penelec”), to Baa1 from A2, our preferred stock rating to Ba1 from Baa2 and the senior unsecured rating of Penelec to Baa2 from A2. The ratings of FirstEnergy’s other operating subsidiaries were confirmed and the ratings outlook for all securities returned to stable. Moody’s said that the lower ratings were prompted by: “1) high consolidated leverage with significant holding company debt, 2) a degree of regulatory uncertainty in the service territories in which the company operates, 3) risks associated with investigations of the causes of the August 2003 blackout, and related securities litigation, and 4) a narrowing of the ratings range for the FirstEnergy operating utilities,

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given the degree to which FirstEnergy increasingly manages the utilities as a single system and the significant financial interrelationship among the subsidiaries.”

      If Moody’s or S&P were to further downgrade our or our affiliates’ credit ratings, particularly to below investment grade, our ability to access the capital markets would be negatively affected and our borrowing costs would increase, which could adversely impact our financial results. In addition, we could be required to provide further assurance of payment to the suppliers of the power that we use to serve our BGS customers and we would likely be required to pay a higher interest rate in future financings. Our potential pool of investors and funding sources could decrease and our liquidity could be adversely affected.

Risks Related to this Exchange Offer

The exchange notes will only be secured for part of their lifetime.

      Until the release date, the Exchange Notes will be secured by a series of our senior note mortgage bonds issued and delivered by us to the senior note trustee. See “Description of the Exchange Notes–Security and Release Date” below. On the release date, the Exchange Notes and all of our other senior notes issued under the senior note indenture and secured by senior note mortgage bonds will cease to be secured by senior note mortgage bonds, will become our unsecured general obligations and will rank equally with our other unsecured and unsubordinated indebtedness.

If you do not properly tender your Original Notes for Exchange Notes, you will continue to hold Unregistered Notes which are subject to transfer restrictions.

      We will only issue Exchange Notes in exchange for Original Notes that are received by the exchange agent in a timely manner together with all required documents. Therefore, you should allow sufficient time to ensure timely delivery of the Original Notes, and you should carefully follow the instructions on how to tender your Original Notes set forth under “The Exchange Offer — Procedures for Tendering Original Notes” and in the letter of transmittal that you receive with this prospectus. Neither we nor the exchange agent are required to tell you of any defects or irregularities with respect to your tender of the Original Notes.

      If you do not tender your Original Notes or if we do not accept your Original Notes because you did not tender your Original Notes properly, you will continue to hold Original Notes. Any Original Notes that remain outstanding after the expiration of this exchange offer will continue to be subject to restrictions on their transfer in accordance with the Securities Act. After the expiration of this exchange offer, holders of Original Notes will not (with limited exceptions) have any further rights to have their Original Notes registered under the Securities Act. In addition, if you tender your Original Notes for the purpose of participating in a distribution of the Exchange Notes, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the Exchange Notes. If you continue to hold any Original Notes after this exchange offer is completed, you may have difficulty selling them because of the restrictions on transfer and because there will be fewer Original Notes outstanding. The value of the remaining Original Notes could be adversely affected by the conclusion of this exchange offer. There may be no market for the remaining Original Notes and thus you may be unable to sell such notes.

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                  If an active trading market does not develop for the Exchange Notes, you may be unable to sell the Exchange Notes or to sell them at a price you deem sufficient.

      The Exchange Notes will be new securities for which there is no established trading market. We do not intend to apply for listing of the Exchange Notes on any national securities exchange or to arrange for the Exchange Notes to be quoted on any automated system. We provide no assurance as to:

•  the liquidity of any trading market that may develop for the Exchange Notes;

•  the ability of holders to sell their Exchange Notes; or

•  the price at which holders would be able to sell their Exchange Notes.

      Even if a trading market develops, the Exchange Notes may trade at higher or lower prices than their principal amount or purchase price, depending on many factors, including:

•  prevailing interest rates;

•  the number of holders of the Exchange Notes;

•  the interest of securities dealers in making a market for the Exchange Notes; and

•  our operating results.

      If a market for the Exchange Notes does not develop, purchasers may be unable to resell the Exchange Notes for an extended period of time. Consequently, a holder of Exchange Notes may not be able to liquidate its investment readily, and the Exchange Notes may not be readily accepted as collateral for loans. In addition, market-making activities will be subject to restrictions of the Securities Act and the Exchange Act.

      In addition, if a large number of holders of Original Notes do not tender Original Notes or tender Original Notes improperly, the limited amount of Exchange Notes that would be issued and outstanding after we complete this exchange offer could adversely affect the development of a market for the Exchange Notes.

If you are a broker-dealer, your ability to transfer the Original Notes may be restricted.

      A broker-dealer that purchased Original Notes for its own account as part of market-making or trading activities must deliver a prospectus when it sells the Exchange Notes. Our obligation to make this prospectus available to broker-dealers is limited. Consequently, we cannot guarantee that a proper prospectus will be available to broker-dealers wishing to resell their Exchange Notes.

USE OF PROCEEDS

      This exchange offer is intended to satisfy some of our obligations under the related registration rights agreement.

      We will not receive any cash proceeds from the issuance of the Exchange Notes in this exchange offer. In consideration for issuing the Exchange Notes as contemplated in this prospectus, we will receive outstanding Original Notes in like principal amount. We will cancel all Original Notes surrendered to us in this exchange offer.

      We used a portion of the net proceeds from the sale of the Original Notes to redeem $40,000,000 aggregate principal amount of our Medium-Term Notes, 7.98% Series C due 2023 and $50,000,000 aggregate principal amount of our Medium-Term Notes, 6.78% Series C due 2005. The remaining proceeds were used to pay at maturity $160,000,000 aggregate principal amount of our First Mortgage Bonds, 7.125% Series due 2004, to repay short-term debt and for general corporate purposes.

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CAPITALIZATION AND SHORT-TERM DEBT

      The following table shows our capitalization and short-term debt on a consolidated basis as of June 30, 2004.

	Actual June 30, 2004
	Amount		% of Total
	(Dollars in thousands)
Short-Term Debt	$	158,793		3.4	%
Capitalization:
Common stockholder’s equity		3,176,438		68.8	%
Preferred stock not subject to mandatory redemption		12,649		0.3	%
Long-term debt(a)		1,268,408		27.5	%
Total Capitalization and Short-term Debt	$	4,616,288		100.0	%

(a) Including long-term debt payable within one year.

SUMMARY CONSOLIDATED FINANCIAL INFORMATION

      The following consolidated financial information should be read in conjunction with the consolidated financial statements contained in our most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q filed with the SEC.

									Six Months
					Year Ended December 31,				Ended
	Jan. 1 - Nov. 6,		Nov. 7 - Dec. 31,						June 30,
	2001		2001		2002		2003		2004
	(Dollars in thousands)
Income Summary:
Operating Revenues	$	1,838,638	$	282,902	$	2,328,415	$	2,364,203	$	1,047,789
Operating Income		292,847		43,666		335,209		146,271		86,926
Net Income		34,467		30,041		251,895		68,017		50,234
Consolidated Ratio of Earnings to Fixed Charges*		1.35		3.94		5.19		2.14		2.96

We were formerly a wholly-owned subsidiary of GPU, Inc., which merged with FirstEnergy on November 7, 2001. Pre-merger period and post-merger period financial results are separated by a heavy black line.

*  The ratio of earnings to fixed charges represents, on a pre-tax basis, the number of times earnings cover fixed charges. Earnings consist of income before extraordinary items adding back fixed charges and the provision for income taxes. Fixed charges consist of interest on long-term debt, other interest expense, and an estimate of the interest portion of all rentals charged to income.

THE EXCHANGE OFFER

General

      We are offering to exchange up to $300,000,000 in aggregate principal amount of Exchange Notes for the same aggregate principal amount of Original Notes, properly tendered and not validly withdrawn before the expiration date. Unlike the Original Notes, the Exchange Notes will be registered under the Securities Act. We are making this exchange offer for all of the Original Notes. Your participation in this exchange offer is voluntary, and you should carefully consider whether to accept this offer.

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      On the date of this prospectus, $300,000,000 in aggregate principal amount of Original Notes are outstanding. Our obligations to accept Original Notes for Exchange Notes pursuant to this exchange offer are limited by the conditions listed below under “The Exchange Offer — Conditions to the Exchange Offer.” We currently expect that each of the conditions will be satisfied and that no waivers will be necessary.

Purpose of the Exchange Offer

      On April 23, 2004, we issued and sold $300,000,000 in aggregate principal amount of 5.625% Senior Notes due 2016 in a transaction exempt from the registration requirements of the Securities Act. The initial purchasers of the Original Notes subsequently resold the Original Notes to qualified institutional buyers in reliance on Rule 144A under the Securities Act and under Regulation S under the Securities Act.

      Because the transactions were exempt from registration under the Securities Act, a holder may reoffer, resell or otherwise transfer Original Notes only if the Original Notes are registered under the Securities Act or if an applicable exemption from the registration and prospectus delivery requirements of the Securities Act is available.

      In connection with the issuance and sale of the Original Notes, we entered into a registration rights agreement with the initial purchasers of the Original Notes, which requires us to (i) prepare and, as soon as practicable following the date of original issuance of the Original Notes (April 23, 2004), file with the SEC an exchange offer registration statement with respect to this exchange offer and the issuance and delivery to the holders, in exchange for the Original Notes, a like principal amount of Exchange Notes, (ii) use our reasonable best efforts to cause the exchange offer registration statement to be declared effective under the Securities Act not later than 180 calendar days following the date of original issuance of the Original Notes, (iii) use our reasonable best efforts to keep the exchange offer registration statement effective until the closing of this exchange offer and (iv) use our reasonable best efforts to cause this exchange offer to be consummated within 210 calendar days following the date of original issuance of the Original Notes. In addition, there are circumstances under which we are required to file a shelf registration statement with respect to resales of the Original Notes. The registration rights agreement also provides that if neither this exchange offer is consummated nor a shelf registration statement is declared effective within 210 calendar days of the date of original issuance of the Original Notes, the annual interest rate borne by the Original Notes will be increased by 0.25% per annum commencing on the date that is 210 days after the date of original issuance of the Original Notes until this exchange offer is consummated or the shelf registration statement is declared effective. We have filed a copy of the registration rights agreement as an exhibit to the registration statement on Form S-4 with respect to the Exchange Notes offered by this prospectus.

      We are making this exchange offer to satisfy our obligations under the registration rights agreement. Holders of Original Notes who do not tender their Original Notes or whose Original Notes are tendered but not accepted will have to rely on an applicable exemption from registration requirements under the Securities Act and applicable state securities laws in order to sell their Original Notes.

      The Exchange Notes will be issued in a like principal amount and will be identical in all material respects to the Original Notes, except that the Exchange Notes will be registered under the Securities Act, will be issued without a restrictive legend, will bear different CUSIP numbers and will not be entitled to the rights of holders of Original Notes under the registration rights agreement, including additional interest. Consequently, the Exchange Notes, unlike the Original Notes, may be resold by a holder without any restrictions on their transfer under the Securities Act.

Resale of Exchange Notes

      We have not requested, and do not intend to request, an interpretation by the staff of the SEC as to whether the Exchange Notes issued pursuant to this exchange offer in exchange for the Original Notes may be offered for sale, resold or otherwise transferred by any holder without compliance with the

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registration and prospectus delivery provisions of the Securities Act. Instead, based on existing interpretations of the Securities Act by the staff of the SEC set forth in several no-action letters to third parties, and subject to the immediately following sentence, we believe that the Exchange Notes to be issued pursuant to this exchange offer in exchange for Original Notes may be offered for resale, resold and otherwise transferred by any holder of Exchange Notes (other than holders who are broker-dealers) without further compliance with the registration and prospectus delivery requirements of the Securities Act. However, any purchaser of the Original Notes who is an affiliate of ours or who intends to participate in this exchange offer for the purpose of distributing the Exchange Notes, or any broker-dealer who purchased the Original Notes from us for resale pursuant to Rule 144A or any other available exemption under the Securities Act, (i) will not be able to rely on the interpretations of the staff of the SEC set forth in the above-mentioned no-action letters, (ii) will not be entitled to tender its Original Notes in this exchange offer and (iii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the Original Notes unless such sale or transfer is made pursuant to an exemption from such requirements. Because the SEC has not considered our exchange offer in the context of a no-action letter, we cannot assure you that the staff would make a similar determination with respect to this exchange offer.

      If you participate in this exchange offer, you must represent to us, among other things, that:

      (i) any Exchange Notes you receive will be acquired in the ordinary course of business;

      (ii) you have no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of the Exchange Notes;

      (iii) you are not an “affiliate” (as defined in Rule 405 of the Securities Act) of ours;

      (iv) if you are not a broker-dealer, you are not engaged in, and do not intend to engage in, the distribution (within the meaning of the Securities Act) of the Exchange Notes; and

      (v) if you are a participating broker-dealer that will receive Exchange Notes for your own account in exchange for Original Notes that were acquired as a result of market-making activities or other trading activities, you acknowledge that you will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes.

      Any holder that is not able to make these representations or certain similar representations will not be entitled to participate in this exchange offer and, therefore, will not be permitted to exchange its Original Notes for Exchange Notes.

      This exchange offer is not being made to, nor will we accept tenders for exchange from, holders of Original Notes in any jurisdiction in which this exchange offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.

Terms of the Exchange Offer

      Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, we will accept for exchange any Original Notes validly tendered and not withdrawn before expiration of this exchange offer. The date of acceptance for exchange of the Original Notes and completion of this exchange offer is the exchange date, which will be the first business day following the expiration date unless we extend the date as described in this prospectus. The Original Notes may be tendered only in integral multiples of $1,000. We will issue $1,000 principal amount of Exchange Notes in exchange for each $1,000 principal amount of Original Notes surrendered under this exchange offer. The Exchange Notes will be delivered on the earliest practicable date following the exchange date.

      The form and terms of the Exchange Notes will be substantially identical to the form and terms of the Original Notes, except the Exchange Notes:

      (i) will be registered under the Securities Act;

      (ii) will not bear legends restricting their transfer;

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      (iii) will bear different CUSIP numbers; and

      (iv) will not be entitled to the rights of holders of Original Notes under the registration rights agreement, including additional interest.

      The Exchange Notes will evidence the same debt as the Original Notes. The Exchange Notes will be issued under and entitled to the benefits of the senior note indenture, as described below, under which the Original Notes were issued.

      This exchange offer is not conditioned upon any minimum aggregate principal amount of Original Notes being tendered for exchange. This prospectus and the letter of transmittal are being sent to all registered holders of outstanding Original Notes. There will be no fixed record date for determining registered holders of Original Notes entitled to participate in this exchange offer.

      We intend to conduct this exchange offer in accordance with the applicable requirements of the Securities Act, Exchange Act and rules and regulations of the SEC. Original Notes that are not exchanged in this exchange offer will remain outstanding and continue to accrue interest and will be entitled to the rights and benefits their holders have under the senior note indenture relating to the Original Notes and Exchange Notes. Holders of Original Notes do not have any appraisal or dissenters rights under the senior note indenture in connection with this exchange offer.

      We will be deemed to have accepted for exchange validly tendered Original Notes when we have given oral (promptly confirmed in writing) or written notice of the acceptance to the exchange agent. The exchange agent will act as agent for the holders of Original Notes who surrender them in this exchange offer for the purposes of receiving Exchange Notes from us and delivering Exchange Notes to their holders. The exchange agent will make the exchange as promptly as practicable on or after the date of acceptance for exchange of Original Notes. We expressly reserve the right to amend or terminate this exchange offer and not to accept for exchange any Original Notes not previously accepted for exchange, upon the occurrence of any of the conditions specified below under “The Exchange Offer — Conditions to the Exchange Offer.”

      Holders who tender Original Notes in this exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of Original Notes. We will pay all charges and expenses, other than applicable taxes described below, in connection with this exchange offer. It is important that you read “The Exchange Offer — Solicitation of Tenders; Fees and Expenses” and “The Exchange Offer — Transfer Taxes” below for more details regarding fees and expenses incurred in this exchange offer.

      Any Original Notes not tendered for exchange will be entitled to the benefits of the senior note indenture. If any tendered Original Notes are not accepted for exchange because of an invalid tender or the occurrence of certain other events, such Original Notes will be returned, without expense, to the tendering holder thereof as promptly as practicable after the expiration date.

Expiration Date; Extension; Termination; Amendment

      This exchange offer will expire at 5:00 p.m., New York City time, on                     , 2004, unless we have extended the period of time that this exchange offer is open. The expiration date will be at least 20 business days after the date we mail notice of this exchange offer to DTC.

      We reserve the right to extend the period of time that this exchange offer is open, and delay acceptance for exchange of any Original Notes, by giving oral (promptly confirmed in writing) or written notice to the exchange agent and by timely public announcement no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. During any extension, all Original Notes previously tendered will remain subject to this exchange offer unless validly withdrawn.

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      We also reserve the right, in our sole discretion, to:

      (i) end or amend this exchange offer and not to accept for exchange any Original Notes not previously accepted for exchange upon the occurrence of any of the events specified below under “The Exchange Offer — Conditions to the Exchange Offer” that have not been waived by us; and

      (ii) amend the terms of this exchange offer in any manner.

      If any termination or amendment occurs, we will notify the exchange agent and will either issue a press release or give oral or written notice to holders of Original Notes as promptly as practicable.

      Exchange Notes will only be issued after the exchange agent timely receives (1) a properly completed and duly executed letter of transmittal (or facsimile thereof or an agent’s message (as hereinafter defined) in lieu thereof) and (2) all other required documents. However, we reserve the absolute right to waive any defects or irregularities in the tender or conditions of this exchange offer.

      Original Notes that are not accepted for exchange, and those Original Notes submitted for a greater principal amount than the tendering holder desires to exchange, will be returned, without expense, to the tendering holder thereof as promptly as practicable after the expiration date.

Procedures For Tendering Original Notes

Valid Tender

      Except as set forth below, in order for Original Notes to be validly tendered pursuant to this exchange offer, either (i) (a) a properly completed and duly executed letter of transmittal (or facsimile thereof) or an electronic message agreeing to be bound by the letter of transmittal properly transmitted through DTC’s Automated Tender Offer Program (“ATOP”) for a book-entry transfer, with any required signature guarantees and any other required documents, must be received by the exchange agent at the address or the facsimile number set forth under “The Exchange Offer — Exchange Agent” on or prior to the expiration date and (b) tendered Original Notes must be received by the exchange agent, or such Original Notes must be tendered pursuant to the procedures for book-entry transfer set forth below and a book-entry confirmation must be received by the exchange agent, in each case on or prior to the expiration date, or (ii) the guaranteed delivery procedures set forth below must be complied with. To receive confirmation of valid tender of Original Notes, a holder should contact the exchange agent at the telephone number listed under “The Exchange Offer — Exchange Agent.”

      If less than all of the Original Notes are tendered, a tendering holder should fill in the amount of Original Notes being tendered in the appropriate box on the letter of transmittal. The entire amount of Original Notes delivered to the exchange agent will be deemed to have been tendered unless otherwise indicated.

      If any letter of transmittal, endorsement, note power, power of attorney or any other document required by the letter of transmittal is signed by a trustee, executor, administrator, guardian, attorney-in fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing. Unless waived by us, evidence satisfactory to us of such person’s authority to so act also must be submitted.

      Any beneficial owner of Original Notes that are held by or registered in the name of a broker, dealer, commercial bank, trust company or other nominee is urged to contact such entity promptly if such beneficial holder wishes to participate in this exchange offer.

      The method of delivering Original Notes, the letter of transmittal and all other required documents is at the option and sole risk of the tendering holder. Delivery will be deemed made only when actually received by the exchange agent. Instead of delivery by mail, it is recommended that holders use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure timely delivery and proper insurance should be obtained. No Original Note, letter of transmittal or other required

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document should be sent to us. Holders may request their respective brokers, dealers, commercial banks, trust companies or other nominees to effect these transactions for them.

Book-Entry Transfer

      The exchange agent has established an account with respect to the Original Notes at DTC for purposes of this exchange offer. The exchange agent and DTC have confirmed that any financial institution that is a participant in DTC may utilize DTC’s ATOP procedures to tender Original Notes. Any participant in DTC may make book-entry delivery of Original Notes by causing DTC to transfer the Original Notes into the exchange agent’s account in accordance with DTC’s ATOP procedures for transfer.

      However, the exchange for the Original Notes so tendered will be made only after a book-entry confirmation of such book-entry transfer of Original Notes into the exchange agent’s account and timely receipt by the exchange agent of an agent’s message and any other documents required by the letter of transmittal. The term “agent’s message” means a message, transmitted by DTC and received by the exchange agent and forming part of a book-entry confirmation, which states that DTC has received an express acknowledgment from a participant tendering Original Notes that are the subject of the book-entry confirmation that the participant has received and agrees to be bound by the terms of the letter of transmittal, and that we may enforce that agreement against the participant.

Delivery of documents to DTC does not constitute delivery to the exchange agent.

Signature Guarantees

      Certificates for Original Notes need not be endorsed and signature guarantees on a letter of transmittal or a notice of withdrawal, as the case may be, are unnecessary unless (i) a certificate for Original Notes is registered in a name other than that of the person surrendering the certificate or (ii) a registered holder completes the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” in the letter of transmittal. In the case of (i) or (ii) above, such certificates for Original Notes must be duly endorsed or accompanied by a properly executed note power, with the endorsement or signature on the note power and on the letter of transmittal or the notice of withdrawal, as the case may be, guaranteed by a firm or other entity identified in Rule 17Ad-15 under the Securities Exchange Act of 1934 as an “eligible guarantor institution,” including (as such terms are defined therein) (i) a bank, (ii) a broker, dealer, municipal securities broker or dealer or government securities broker or dealer, (iii) a credit union, (iv) a national securities exchange, registered securities association or clearing agency or (v) a savings association that is a participant in a Securities Transfer Association (each an “Eligible Institution”), unless an Original Note is surrendered for the account of an Eligible Institution. See Instruction 2 to the letter of transmittal.

Guaranteed Delivery

      If a holder desires to tender Original Notes pursuant to this exchange offer and the certificates for such Original Notes are not immediately available or time will not permit all required documents to reach the exchange agent before the expiration date, or the procedures for book-entry transfer cannot be completed on a timely basis, such Original Notes may nevertheless be tendered, provided that all of the following guaranteed delivery procedures are complied with:

      (i) such tenders are made by or through an Eligible Institution;

      (ii) prior to the expiration date, the exchange agent receives from the Eligible Institution a properly completed and duly executed notice of guaranteed delivery, substantially in the form accompanying the letter of transmittal, or an electronic message through ATOP with respect to guaranteed delivery for book-entry transfers, setting forth the name and address of the holder of Original Notes and the amount of Original Notes tendered, stating that the tender is being made thereby and guaranteeing that within three New York Stock Exchange, Inc. trading days after the

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date of execution of the notice of guaranteed delivery, or transmission of such electronic message through ATOP for book-entry transfers, the certificates for all physically tendered Original Notes, in proper form for transfer, or a book-entry confirmation, as the case may be, and any other documents required by the letter of transmittal will be deposited by the Eligible Institution with the exchange agent;

      (iii) the certificates (or book-entry confirmation) representing all tendered Original Notes, in proper form for transfer, together with a properly completed and duly executed letter of transmittal with any required signature guarantees (or a facsimile thereof), or a properly transmitted electronic message through ATOP in the case of book-entry transfers, and any other documents required by the letter of transmittal, are received by the exchange agent within three New York Stock Exchange, Inc. trading days after the date of execution of the notice of guaranteed delivery or transmission of such electronic message through ATOP with respect to guaranteed delivery for book-entry transfers.

Determination of Validity

      We will determine in our sole discretion all questions as to the validity, form, eligibility, including time of receipt, acceptance and withdrawal of tendered Original Notes. Our determination will be final and binding. We reserve the absolute right to reject any Original Notes not properly tendered or any Original Notes the acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to particular Original Notes. Our interpretation of the terms and conditions of this exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties.

      Unless waived, any defects or irregularities in connection with tenders of Original Notes must be cured within the time that we determine. Although we intend to notify holders of defects or irregularities with respect to tenders of Original Notes, neither we, the exchange agent nor any other person will incur any liability for failure to give notification. Tenders of Original Notes will not be deemed made until those defects or irregularities have been cured or waived. Any Original Notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the exchange agent without cost to the tendering holder, unless otherwise provided in the letter of transmittal, as soon as practicable after withdrawal, rejection of tender or termination of this exchange offer.

Withdrawal Rights

      You may withdraw your tender of Original Notes at any time before 5:00 p.m., New York City time, on the expiration date.

      For a withdrawal to be effective, the exchange agent must receive a computer generated notice of withdrawal, transmitted by DTC on behalf of the holder in accordance with the standard operating procedure of DTC or a written notice of withdrawal, sent by facsimile transmission, receipt confirmed by telephone, or letter, before the expiration date.

      Any notice of withdrawal must:

      (i) specify the name of the person that tendered the Original Notes to be withdrawn;

      (ii) identify the Original Notes to be withdrawn, including the certificate number or numbers (if in certificated form) and principal amount of such Original Notes;

      (iii) include a statement that the holder is withdrawing its election to have the Original Notes exchanged;

      (iv) be signed by the holder in the same manner as the original signature on the letter of transmittal by which the Original Notes were tendered or as otherwise described above, including any required signature guarantees, or be accompanied by documents of transfer sufficient to have the

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trustee under the senior note indenture register the transfer of the Original Notes into the name of the person withdrawing the tender; and

      (v) specify the name in which any of the Original Notes are to be registered, if different from that of the person that tendered the Original Notes.

      The exchange agent will return the properly withdrawn Original Notes promptly following receipt of a notice of withdrawal. If Original Notes have been tendered pursuant to the procedure for book-entry transfer, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Original Notes or otherwise comply with DTC’s procedures.

      Any Original Notes withdrawn will not have been validly tendered for exchange for purposes of this exchange offer. Any Original Notes that have been tendered for exchange but which are not exchanged for any reason will be returned to the holder without cost to the holder as soon as practicable after withdrawal, rejection of tender or termination of this exchange offer. In the case of Original Notes tendered by book-entry transfer into the exchange agent’s account at DTC pursuant to its book-entry transfer procedures, the Original Notes will be credited to an account with DTC specified by the holder, as soon as practicable after withdrawal, rejection of tender or termination of this exchange offer. Properly withdrawn Original Notes may be retendered by following one of the procedures described under “The Exchange Offer — Procedures for Tendering Original Notes” above at any time on or before the expiration date.

Acceptance of Original Notes for Exchange; Delivery of Exchange Notes

      Upon satisfaction or waiver of all of the conditions to this exchange offer, we will accept, promptly after the exchange date, all Original Notes validly tendered and will issue the Exchange Notes promptly after the acceptance. Please refer to the section in this prospectus entitled “The Exchange Offer — Conditions to the Exchange Offer” below. For purposes of this exchange offer, we will be deemed to have accepted validly tendered Original Notes for exchange when we give notice of acceptance to the exchange agent.

      For each Original Note accepted for exchange, the holder of the Original Note will receive an Exchange Note having a principal amount at maturity equal to that of the surrendered Original Note.

      In all cases, delivery of Exchange Notes in exchange for Original Notes tendered and accepted for exchange pursuant to this exchange offer will be made only after timely receipt by the exchange agent of:

      (i) Original Notes or a book-entry confirmation of a book-entry transfer of Original Notes into the exchange agent’s account at DTC;

      (ii) a properly completed and duly executed letter of transmittal or an electronic message agreeing to be bound by the letter of transmittal properly transmitted through ATOP with any required signature guarantees; and

      (iii) any other documents required by the letter of transmittal.

      Accordingly, the delivery of Exchange Notes might not be made to all tendering holders at the same time and will depend upon when Original Notes, book-entry confirmations with respect to Original Notes and other required documents are received by the exchange agent.

Conditions to the Exchange Offer

      We are required to accept for exchange, and to issue Exchange Notes in exchange for, any Original Notes duly tendered and not validly withdrawn pursuant to this exchange offer and in accordance with the terms of this prospectus and the accompanying letter of transmittal.

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      We will not be required to accept for exchange, or to issue Exchange Notes in exchange for, any Original Notes, if:

      (i) this exchange offer, or the making of any exchange by a holder, would violate applicable law or any applicable interpretation of the staff of the SEC;

      (ii) the Original Notes are not tendered in accordance with the terms of this exchange offer;

      (iii) each holder of Original Notes exchanged in this exchange offer has not represented that all Exchange Notes to be received by it shall be acquired in the ordinary course of its business, that is not an affiliate of ours and that at the time of the consummation of this exchange offer it shall have no arrangement or understanding with any person to participate in any distribution (within the meaning of the Securities Act) of the Exchange Notes and shall not have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of the registration statement of which this prospectus is a part available; or

      (iv) any action or proceeding has been instituted or threatened in any court or by or before any governmental agency with respect to this exchange offer that, in our judgment, would reasonably be expected to impair our ability to proceed with this exchange offer.

      In addition, we will not be obligated to accept for exchange the Original Notes of any holder who has not made to us the representations described under “The Exchange Offer — Resale of Exchange Notes” and “Plan of Distribution”.

      In addition, we will not accept for exchange any Original Notes tendered, and no Exchange Notes will be issued in exchange for those Original Notes, if at such time any stop order is threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the senior note indenture under the Trust Indenture Act of 1939. In any of those events we are required to use reasonable efforts to obtain the withdrawal of any stop order at the earliest possible time.

Exchange Agent

      We have appointed The Bank of New York as the exchange agent for this exchange offer. You should direct questions and requests for assistance, in each case, with respect to exchange offer procedures, requests for additional copies of this prospectus or of the letter of transmittal, requests for the notice of guaranteed delivery with respect to the exchange of the Original Notes, as well as all executed letters of transmittal, to the exchange agent at the addresses listed below:

By Hand or Overnight Delivery:	By Registered or Certified Mail:	By Facsimile Transmission:
The Bank of New York 101 Barclay Street Corporate Trust Services Window Ground Level New York, New York 10286 Attention: Reorganization Section/Floor 7E	The Bank of New York 101 Barclay Street, 7E New York, New York 10286 Attention: Reorganization Section/Floor 7E	(Eligible Institutions Only) (212) 298-1915 To Confirm by Telephone or for Information: (212) 815-6331

      Delivery to an address other than as listed above, or transmissions to a facsimile number other than as listed above, will not constitute a valid delivery.

      The Bank of New York is the successor senior note trustee under the senior note indenture governing the Original Notes and Exchange Notes and the mortgage trustee under the Mortgage (as defined below) governing the senior note mortgage bonds.

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Solicitation of Tenders; Fees and Expenses

      We will pay the expenses of soliciting tenders. The principal solicitation is being made by mail; however, additional solicitation may be made by telecopier, telephone or in person by officers and employees of ours and of our affiliates.

      We have not retained any dealer-manager in connection with this exchange offer and will not make any payments to brokers, dealers or others soliciting acceptances of this exchange offer. However, we will pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses in connection with this exchange offer.

      We will pay the estimated cash expenses to be incurred in connection with this exchange offer, including the following:

      (i) fees and expenses of the exchange agent and trustee;

      (ii) SEC registration fees;

      (iii) accounting and legal fees, including fees of one counsel for the holders of the Original Notes; and

      (iv) printing and mailing expenses.

Transfer Taxes

      We will pay all transfer taxes, if any, applicable to the exchange of Original Notes under this exchange offer. The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if:

      (i) certificates representing Original Notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be issued in the name of, any person other than the registered holder of Original Notes tendered;

      (ii) Exchange Notes are to be delivered to, or issued in the name of, any person other than the registered holder of the Original Notes;

      (iii) tendered Original Notes are registered in the name of any person other than the person signing the letter of transmittal; or

      (iv) a transfer tax is imposed for any reason other than the exchange of Original Notes under this exchange offer.

If satisfactory evidence of payment of such transfer taxes is not submitted with the letter of transmittal, the amount of any transfer taxes will be billed to the tendering holder.

Accounting Treatment

      We will record the Exchange Notes at the same carrying value as the Original Notes for which they are exchanged, which is the aggregate principal amount of the tendered Original Notes as reflected in our accounting records on the date this exchange offer is completed. Accordingly, we will not recognize any gain or loss for accounting purposes upon the exchange of Exchange Notes for Original Notes. We will amortize the expenses incurred in connection with the issuance of the Exchange Notes over the terms of the Exchange Notes.

Consequences of Failure to Exchange

      If you do not exchange your Original Notes for Exchange Notes pursuant to this exchange offer, you will continue to be subject to the restrictions on transfer of the Original Notes as described in the legend on the Original Notes. In general, the Original Notes may be offered or sold only if registered under the

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Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws.

      Your participation in this exchange offer is voluntary, and you should carefully consider whether to participate. We urge you to consult your financial and tax advisors in making a decision whether or not to tender your Original Notes. Please refer to the section in this prospectus entitled “Material United States Federal Income Tax Consequences.”

      As a result of the making of, and upon acceptance for exchange of all validly tendered Original Notes pursuant to the terms of, this exchange offer, we will have fulfilled a covenant contained in the registration rights agreement. If you do not tender your Original Notes in this exchange offer, you will be entitled to all of the rights and limitations applicable to the Original Notes under the senior note indenture, except for any rights under the registration rights agreement that by their terms end or cease to have further effectiveness as a result of the making of this exchange offer, including the right to require us to register your Original Notes or pay additional interest. To the extent that Original Notes are tendered and accepted in this exchange offer, the trading market for untendered, or tendered but unaccepted, Original Notes could be adversely affected. Please refer to the section in this prospectus entitled “Risk Factors — If you do not properly tender your Original Notes for Exchange Notes, you will continue to hold unregistered notes which are subject to transfer restrictions.”

      We may in the future seek to acquire untendered Original Notes in open market or privately negotiated transactions through subsequent exchange offers or otherwise. However, we have no present plans to acquire any Original Notes that are not tendered in this exchange offer or to file a registration statement to permit resales of any untendered Original Notes.

      Holders of Original Notes and of Exchange Notes that remain outstanding after consummation of this exchange offer will vote together as a single class for purposes of determining whether holders of the requisite percentage thereof have taken certain actions or exercised certain rights under the senior note indenture.

DESCRIPTION OF EXCHANGE NOTES

      The following is a summary of certain terms of the Exchange Notes, does not purport to be complete, and is subject to, and qualified in its entirety by reference to the provisions of the senior note indenture and the form of Exchange Note established pursuant to the senior note indenture, which are filed as exhibits to the registration statement of which this prospectus is a part, and the Trust Indenture Act of 1939. Certain capitalized terms used in this prospectus are defined in the senior note indenture.

General

      The form and terms of Exchange Notes are identical in all material respects to the form and terms of the Original Notes except that the Exchange Notes (i) will be registered under the Securities Act, (ii) will not be subject to the restrictions on transfer applicable to the Original Notes, (iii) will bear a different CUSIP number and (iv) will not be entitled to the rights of holders of Original Notes under the registration rights agreement, including additional interest.

      The Original Notes were, and the Exchange Notes will be, issued as a series of senior notes under the senior note indenture. All senior notes issued under the senior note indenture, including the Exchange Notes, are referred to in this prospectus as “senior notes.”

      Until the release date referred to below, all of the senior notes outstanding under the senior note indenture, including the Exchange Notes, will be secured by a like principal amount of our senior note mortgage bonds issued and delivered by us to the senior note trustee. As used in this prospectus, “senior note mortgage bonds” means first mortgage bonds issued and to be issued under and secured by our Indenture dated as of March 1, 1946 (the “Mortgage”) to The Bank of New York, as successor mortgage trustee, as heretofore amended and supplemented, for the purpose of securing senior notes.

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      The release date will be the earlier of:

•  the date that all bonds issued under the Mortgage (referred to in this prospectus as first mortgage bonds), other than the senior note mortgage bonds, have been retired (whether at, before or after their maturity) through payment, redemption, purchase, defeasance or otherwise; and

•  the date upon which the senior note trustee holds senior note mortgage bonds constituting not less than 80% in aggregate principal amount of all outstanding first mortgage bonds.

      On the release date, the senior note trustee will surrender the senior note mortgage bonds for cancellation and all senior notes, including the Exchange Notes, will cease to be secured by the senior note mortgage bonds, will become part of our unsecured general obligations and will rank on parity with our other unsecured and unsubordinated indebtedness. Under the terms of the senior note indenture, we are not permitted to issue first mortgage bonds other than as senior note mortgage bonds securing senior notes. We are permitted, however, to incur additional other secured debt subject to the limitation on liens provision of the senior note indenture.

      As of July 31, 2004, we had $983,185,000 aggregate principal amount of first mortgage bonds outstanding, of which $600,000,000 aggregate principal amount constitute senior note mortgage bonds held by the senior note trustee and subject to release on the release date. Unless we were to issue additional senior notes or optionally redeem outstanding first mortgage bonds, the release date would not occur prior to 2018, by which time the Exchange Notes and all other currently outstanding senior notes will have matured. If, however, we exercise our rights to optionally redeem $273,140,000 of our currently redeemable outstanding first mortgage bonds, this release of the first mortgage bonds securing the Exchange Notes would occur immediately. Alternatively, absent further optional redemptions of outstanding first mortgage bonds, the release date will be achieved upon the issuance of approximately $1,100,000,000 of additional senior notes.

      If all of our common stock is acquired by a governmental body or instrumentality or substantially all of our property is released from the lien of the Mortgage, and all first mortgage bonds (other than senior note mortgage bonds) are redeemed in accordance with Section 8.08 of the Mortgage, the senior note mortgage bonds shall be redeemed by the surrender thereof by the senior note trustee to the mortgage trustee for cancellation at a redemption price of 0.0% of the principal amount thereof. Upon this surrender and redemption, the release date will occur and the Exchange Notes will remain our outstanding and unsecured general obligations.

Maturity, Interest Rate and Interest Payment Dates

      The Exchange Notes will mature on May 1, 2016. Interest on the Exchange Notes will accrue at the rate of 5.625% per annum. Interest will accrue from the later of the original issuance date, or the most recent interest payment date to which interest has been paid or provided for. Interest on the Exchange Notes will be payable semi-annually on May 1 and November 1 of each year, to holders of record at the close of business on April 15 or October 15 immediately preceding the corresponding interest payment date, except that interest payment at maturity will be paid to the person to whom principal is paid. Interest on the Exchange Notes will initially accrue from, and include, the last date on which interest was paid on the Original Notes surrendered in this exchange offer, or if no interest has been paid, from the original date of issuance of the Original Notes (April 23, 2004).

Optional Redemption

      The Exchange Notes will be redeemable as a whole or in part, at our option, at any time, at a redemption price equal to the greater of:

•  100% of the principal amount of the Exchange Notes being redeemed, and

•  as determined by the Independent Investment Banker, the sum of the present values of the Remaining Scheduled Payments (as defined below), discounted to the redemption date on a

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semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 20 basis points,

plus, in each case, accrued and unpaid interest on such Exchange Notes to the date of redemption.

      “Adjusted Treasury Rate” means, with respect to any redemption date:

•  the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Remaining Life, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from these yields on a straight line basis, rounding to the nearest month); or

•  if the release (or any successor release) is not published during the week preceding the calculation date or does not contain these yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the redemption date. The Adjusted Treasury Rate will be calculated on the third business day preceding the redemption date.

      “Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Exchange Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such securities (“Remaining Life”).

      “Comparable Treasury Price” means (1) the average of three Reference Treasury Dealer Quotations for the redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer than three Reference Treasury Dealer Quotations, the average of all such quotations.

      “Independent Investment Banker” means one of the Reference Treasury Dealers appointed by us.

      “Reference Treasury Dealer” means:

•  each of Barclays Capital Inc. and UBS Securities LLC and their respective successors; provided, however, that if either of the foregoing cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), we will substitute therefor another Primary Treasury Dealer; and

•  any other Primary Treasury Dealer selected by the Independent Investment Banker after consultation with us.

      “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m., New York City time, on the third business day preceding the redemption date.

      “Remaining Scheduled Payments” means, with respect to the Exchange Notes to be redeemed, the remaining scheduled payments of principal of and interest on such Exchange Notes that would be due after the related redemption date but for such redemption. If such redemption date is not an interest payment date with respect to such Exchange Notes, the amount of the next succeeding scheduled interest

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payment on such Exchange Notes will be reduced by the amount of interest accrued on such Exchange Notes to such redemption date.

      We will mail notice of any redemption between 30 days and 60 days before the redemption date to each holder of the Exchange Notes to be redeemed.

      Unless we default in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the Exchange Notes or portions thereof called for redemption.

Security and Release Date

      Until the release date, the Exchange Notes will be secured by a series of our senior note mortgage bonds issued and delivered by us to the senior note trustee. The senior note mortgage bonds that currently secure the Original Notes will also secure the Exchange Notes. Any payment by us to the senior note trustee of principal of, premium, if any, and interest on, the senior note mortgage bonds related to the Exchange Notes will be applied by the senior note trustee to satisfy our obligations with respect to principal of, premium, if any, and interest on, the related Exchange Notes.

      The release date will be the earlier of:

•  the date that all first mortgage bonds, other than senior note mortgage bonds, have been retired (whether at, before or after their maturity) through payment, redemption, purchase, defeasance or otherwise and

•  the date upon which the senior note trustee holds senior note mortgage bonds constituting not less than 80% in aggregate principal amount of all outstanding first mortgage bonds.

      On the release date, the trustee will deliver to us for cancellation all senior note mortgage bonds and, not later than 30 days thereafter, will provide notice to all holders of the Exchange Notes of the occurrence of the release date. As a result, on the release date, the senior note mortgage bonds shall cease to secure the Exchange Notes and all of our other senior notes issued under the senior note indenture, and the Exchange Notes and all such other senior notes will become our unsecured and unsubordinated general obligations.

      The senior note mortgage bonds are a series of our first mortgage bonds, all of which are secured by a first lien on substantially all of our property. See “Description Of Senior Note Mortgage Bonds — Kind and Priority of Lien.” Upon the payment or cancellation of any outstanding Exchange Notes, the senior note trustee will surrender to us for cancellation an equal principal amount of the related senior note mortgage bonds. We will not permit, at any time prior to the release date, the aggregate principal amount of senior note mortgage bonds held by the senior note trustee to be less than the aggregate principal amount of the Exchange Notes then outstanding. After the issuance of the first series of senior notes under the senior note indenture, no additional first mortgage bonds will be issued by us under the Mortgage other than as collateral security for the senior notes. See “Certain Covenants” below.

Events of Default

      The following constitute events of default under the senior note indenture:

•  default in the payment of principal of and premium, if any, on any senior note when due and payable;

•  default in the payment of interest on any senior note when due which continues for 60 days;

•  default in the performance or breach of any of our other covenants or agreements in the senior notes or in the senior note indenture and the continuation of the default for 90 days after we have received written notice of the default either from the senior note trustee or from the holders of at least 33% in aggregate principal amount of the outstanding senior notes;

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•  prior to the release date, the occurrence of a completed default (as defined in the Mortgage) under the mortgage; provided, however, that the waiver or cure of a completed default and the rescission and annulment of the consequences of a completed default under the mortgage will constitute a waiver of the corresponding event of default under the senior note indenture and a rescission and annulment of the consequences of the corresponding event of default under the senior note indenture; and

•  certain events of bankruptcy, insolvency, reorganization, assignment or receivership relating to us.

      If an event of default occurs and is continuing, either the senior note trustee or the holders of a majority in aggregate principal amount of the outstanding senior notes may declare the principal amount of and interest on all of the senior notes to be due and payable immediately. Upon such acceleration of the senior notes, the senior note mortgage bonds shall be immediately redeemable upon demand of the senior note trustee (and surrender thereof to the mortgage trustee) at a redemption price of 100% of the principal amount thereof, together with interest to the redemption date. At any time after an acceleration of the senior notes has been declared (and provided the acceleration of all senior note mortgage bonds has not occurred), if we pay or deposit with the senior note trustee a sum sufficient to pay all matured installments of interest and the principal and any premium which has become due on the senior notes otherwise than by acceleration and all defaults have been cured or waived, then our payment or deposit will cause an automatic rescission and annulment of the acceleration of the senior notes.

      The senior note indenture provides that the senior note trustee generally will be under no obligation to exercise any of its rights or powers under the senior note indenture at the request or direction of any of the holders of the senior notes unless those holders have offered to the senior note trustee reasonable security or indemnity. Subject to the provisions for indemnity and certain other limitations contained in the senior note indenture, the holders of a majority in aggregate principal amount of the outstanding senior notes generally will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the senior note trustee, or of exercising any trust or power conferred on the senior note trustee. The holders of a majority in aggregate principal amount of the outstanding senior notes generally will have the right to waive any past default or event of default (other than a payment default) on behalf of all holders of the senior notes. The senior note indenture provides that no holder of the senior notes may institute any action against us under the senior note indenture unless it has previously given to the senior note trustee written notice of the occurrence and continuance of an event of default and unless the holders of a majority in aggregate principal amount of the senior notes then outstanding affected by the event of default have requested the senior note trustee to institute the action and have offered the senior note trustee reasonable indemnity, and the senior note trustee has not instituted the action within 60 days of the request. Furthermore, no holder of the senior notes will be entitled to institute any action if and to the extent that the action would disturb or prejudice the rights of other holders of the senior notes. Notwithstanding that the right of a holder of the senior notes to institute a proceeding with respect to the senior note indenture is subject to certain conditions precedent, each holder of a senior note has the right, which is absolute and unconditional, to receive payment of the principal of, and premium, if any, and interest on the senior note when due and to institute suit for the enforcement of such payment, and those rights may not be impaired without the consent of the affected holders of senior notes.

      The senior note indenture provides that the senior note trustee, within 90 days after the occurrence of a default with respect to the senior notes, is required to give holders of the senior notes notice of any default known to the senior note trustee, unless cured or waived, but, except in the case of default in the payment of principal of, or premium, if any, or interest on, any senior notes, the senior note trustee may withhold notice if it determines in good faith that it is in the interest of holders of those senior notes to do so. We are required to deliver to the senior note trustee each year an officer’s certificate as to whether or not we are in compliance with the conditions and covenants under the senior note indenture.

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Modification With Consent of Holders

      Modification and amendment of the senior note indenture may be effected by us and the senior note trustee with the consent of the holders of a majority in aggregate principal amount of the outstanding senior notes, provided that no modification or amendment may, without the consent of the holder of each outstanding senior note affected by such modification or amendment,

•  change the maturity date of such senior notes;

•  reduce the rate or extend the time of payment of interest on such senior notes;

•  reduce the principal amount of, or premium payable on, such senior notes;

•  change the coin or currency of any payment of principal of, or premium, if any, or interest on, such senior notes;

•  change the date on which such senior notes may be redeemed or repaid at the option of their holders or adversely affect the rights of a holder to institute suit for the enforcement of any payment on or with respect to such senior notes;

•  impair the interest of the senior note trustee in the senior note mortgage bonds held by it or, prior to the release date, reduce the principal amount of any series of senior note mortgage bonds securing the senior notes to an amount less than the principal amount of the related series of senior notes or alter the payment provisions of such senior note mortgage bonds in a manner adverse to the holders of the senior notes; or

•  modify the foregoing requirements or reduce the percentage of outstanding senior notes necessary to modify or amend the senior note indenture or to waive any past default to less than a majority.

Modification Without Consent of Holders

      Modification and amendment of the senior note indenture may be effected by us and the senior note trustee without the consent of the holders of any senior notes:

•  to add to our covenants for the benefit of the holders or to surrender a right conferred on us in the senior note indenture;

•  to add further security for the senior notes;

•  to supply omissions, cure ambiguities or correct defects, which actions, in each case, are not prejudicial to the interest of the holders in any material respect; or

•  to make any other change that is not prejudicial to the holders of the senior notes in any material respect.

      A supplemental indenture which changes or eliminates any covenants or other provision of the senior note indenture (or any supplemental indenture) which has expressly been included solely for the benefit of one or more series of the senior notes, or which modifies the rights of the holders of the senior notes of one or more series with respect to that covenant or provision, will be deemed not to affect the rights under the senior note indenture of the holders of the senior notes of any other series.

Defeasance and Discharge

      The senior note indenture provides that we will be discharged from any and all obligations in respect to the senior notes and the senior note indenture (except for certain obligations such as obligations to register the transfer or exchange of the senior notes, replace stolen, lost or mutilated senior notes and maintain paying agencies) if, among other things, we irrevocably deposit with the senior note trustee, in trust for the benefit of the holders of senior notes, money or certain United States government obligations, or any combination of money and certain United States government obligations, which will provide money in an amount sufficient, without reinvestment, to make all payments of principal of, premium, if any, and

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interest on, the senior notes on the dates payments are due in accordance with the terms of the senior note indenture and the senior notes; provided that unless all of the senior notes mature within 90 days of the deposit by redemption or otherwise, we will also have delivered to the senior note trustee an opinion of counsel to the effect that the holders of the senior notes will not recognize income, gain or loss for federal income tax purposes as a result of the defeasance or discharge of the senior note indenture. After we have been discharged from our obligations under the senior note indenture, the holders of the senior notes may look only to the deposit for payment of the principal of, and interest and any premium on, the senior notes.

Consolidation, Merger and Sale or Disposition of Assets

      We may not consolidate with or merge into any other corporation or entity or sell or otherwise dispose of our properties as or substantially as an entirety unless

•  the successor or transferee corporation is a corporation or other entity organized and existing under the laws of the United States or any state of the United States or the District of Columbia;

•  the successor or transferee corporation or other entity assumes by supplemental indenture the due and punctual payment of the principal of and premium, if any, and interest on the senior notes and the performance of every covenant of the senior note indenture to be performed or observed by us; and

•  if prior to the release date, the successor or transferee corporation or other entity assumes our obligations under the Mortgage with respect to the senior note mortgage bonds.

      Upon any consolidation, merger, sale, transfer or other disposition of our properties substantially as an entirety, permissible under the provision described in the immediately preceding paragraph, the successor corporation formed by the consolidation or into which we are merged or to which the transfer is made will succeed to us, and be substituted for us, and may exercise every right and power of ours, under the senior note indenture with the same effect as if the successor corporation had been named as Jersey Central Power & Light Company in the senior note indenture, and we will be released from all obligations under the senior note indenture. For purposes of the senior note indenture, the conveyance or other transfer by us of (a) all or any portion of our facilities for the generation of electric energy or (b) all of our facilities for the transmission of electric energy, in each case considered alone or in any combination with properties described in the other clause, will in no event be deemed to constitute a conveyance or other transfer of all our properties, as or substantially as an entirety.

Certain Covenants

Limitation on Liens

      The senior note indenture provides that, so long as any senior notes are outstanding, we may not issue, assume, guarantee or permit to exist any Debt (as defined therein) that is secured by any mortgage, security interest, pledge or lien (“Lien”) of or upon any of our Operating Property (as defined below), whether owned at the date of the senior note indenture or subsequently acquired, without effectively securing such senior notes (together with, if we so determine, any of our other indebtedness ranking equally with such senior notes) equally and ratably with that Debt (but only so long as that Debt is so secured).

      The foregoing restriction will not apply to:

      (i) Liens on any Operating Property existing at the time of its acquisition (which Liens may also extend to subsequent repairs, alterations and improvements to that Operating Property);

      (ii) Liens on Operating Property of a corporation existing at the time the corporation is merged into or consolidated with, or at the time the corporation disposes of its properties (or those of a division) as or substantially as an entirety to, us;

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      (iii) Liens on Operating Property to secure the costs of acquisition, construction, development or substantial repair, alteration or improvement of property or to secure Debt incurred to provide funds for any of those purposes or for reimbursement of funds previously expended for any of those purposes, provided the Liens are created or assumed contemporaneously with, or within 18 months after, the acquisition or the completion of substantial repair or alteration, construction, development or substantial improvement;

      (iv) Liens in favor of any state or any department, agency or instrumentality or political subdivision of any state, or for the benefit of holders of securities issued by any such entity (or providers of credit enhancement with respect to those securities), to secure any Debt (including, without limitation, our obligations with respect to industrial development, pollution control or similar revenue bonds) incurred for the purpose of financing or refinancing all or any part of the purchase price or the cost of substantially repairing or altering, constructing, developing or substantially improving our Operating Property;

      (v) Liens under the Mortgage permitted by the senior note indenture;

      (vi) Liens to compensate the senior note trustee as provided in the senior note indenture; or

      (vii) any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in clauses (i) through (vi) above, provided, however, that the principal amount of Debt secured thereby and not otherwise authorized by clauses (i) through (vi) above, must not exceed the principal amount of Debt, plus any premium or fee payable in connection with the extension, renewal or replacement, so secured at the time of the extension, renewal or replacement.

      However, the foregoing restriction will not apply to our issuance, assumption or guarantee of Debt secured by a Lien which would otherwise be subject to the foregoing restriction up to an aggregate amount which, together with all of our other secured Debt (not including secured Debt permitted under any of the foregoing exceptions) and the Value (as defined below) of Sale and Lease-Back Transactions (as defined below) existing at that time (other than Sale and Lease-Back Transactions the proceeds of which have been applied to the retirement of certain indebtedness, Sale and Lease-Back Transactions in which the property involved would have been permitted to be subjected to a Lien under any of the foregoing exceptions in clauses (i) to (vii) and Sale and Lease-Back Transactions that are permitted by the first sentence of “— Limitation on Sale and Lease-Back Transactions” below), does not exceed the greater of 15% of Tangible Assets (as defined below) or 15% of our Capitalization (as those terms are defined below).

Limitation on Sale and Lease-Back Transactions

      The senior note indenture provides that, so long as any senior notes are outstanding, we may not enter into or permit to exist, after the release date, any Sale and Lease-Back Transaction with respect to any Operating Property (except for transactions involving leases for a term, including renewals, of not more than 48 months), if the purchasers’ commitment is obtained more than 18 months after the later of the completion of the acquisition, construction or development of that Operating Property or the placing in operation of that Operating Property or of that Operating Property as constructed or developed or substantially repaired, altered or improved.

      This restriction will not apply if:

•  we would be entitled pursuant to any of the provisions described in clauses (i) to (vii) of the first sentence of the second paragraph under “— Limitation on Liens” above to issue, assume, guarantee or permit to exist Debt secured by a Lien on that Operating Property without equally and ratably securing the senior notes;

•  after giving effect to a Sale and Lease-Back Transaction, we could incur, pursuant to the provisions described in the second sentence of the second paragraph under “— Limitation on Liens,” at least

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$1.00 of additional Debt secured by Liens (other than Liens permitted by the preceding paragraph); or

•

we apply within 180 days an amount equal to, in the case of a sale or transfer for cash, the net proceeds (not exceeding the net book value), and, otherwise, an amount equal to the fair value (as determined by our Board of Directors) of the Operating Property so leased, to the retirement of senior notes or our other Debt of ours ranking equally with the senior notes, subject to reduction for senior notes and Debt retired during the 180-day period otherwise than pursuant to mandatory sinking fund or prepayment provisions and payments at stated maturity.

      “Capitalization” means the total of all the following items appearing on, or included in, our consolidated balance sheet: (i) liabilities for indebtedness maturing more than twelve (12) months from the date of determination; and (ii) common stock, preferred stock, Hybrid Preferred Securities (as defined in the indenture), premium on capital stock, capital surplus, capital in excess of par value, and retained earnings (however the foregoing may be designated), less, to the extent not otherwise deducted, the cost of shares of our capital stock reacquired by us.

      “Debt” means any outstanding debt for money borrowed evidenced by notes, debentures, bonds, or other securities or any guarantees thereof.

      “Operating Property” means (i) any interest in real property owned by us; and (ii) any asset owned by us that is depreciable in accordance with generally accepted accounting principles (“GAAP”) excluding, in either case, any interest of ours as lessee under any lease (except for a lease that results from a Sale and Lease-Back Transaction) which has been or would be capitalized on our books in accordance with GAAP.

      “Sale and Lease-Back Transaction” means any arrangement with any person or entity providing for the leasing to us of any Operating Property (except for leases for a term, including any renewals, of not more than 48 months), which Operating Property has been or is to be sold or transferred by us to such person; provided, however, Sale and Lease-Back Transaction does not include any arrangement first entered into prior to the date of the indenture.

      “Tangible Assets” means the amount shown as total assets on our consolidated balance sheet, less the following: (i) intangible assets including, but without limitation, such items as goodwill, trademarks, trade names, patents, and unamortized debt discount and expense and (ii) appropriate adjustments, if any, on account of minority interests. Tangible Assets will be determined in accordance with GAAP and practices applicable to the type of business in which we are engaged and that are approved by the independent accountants we regularly retain, and may be determined as of a date not more than 60 days prior to the happening of the event for which the determination is being made.

      “Value” means, with respect to a Sale and Lease-Back Transaction, as of any particular time, the amount equal to the greater of (i) the net proceeds to us from the sale or transfer of the property leased pursuant to the Sale and Lease-Back Transaction and (ii) the net book value of the property leased, as determined by us in accordance with generally accepted accounting principles, in either case multiplied by a fraction, the numerator of which will be equal to the number of full years of the term of the lease that is part of the Sale and Lease-Back Transaction remaining at the time of determination and the denominator of which will be equal to the number of full years of the term of the lease, without regard, in any case, to any renewal or extension options contained in the lease.

Voting of Senior Note Mortgage Bonds Held by Senior Note Trustee

      The senior note trustee, as the holder of the senior note mortgage bonds, will attend any meeting of bondholders under the mortgage, or, at its option, will deliver its proxy in connection therewith relating to matters with respect to which it is entitled to vote or consent.

      The senior note trustee will vote all senior note mortgage bonds then held by it or consent with respect thereto, proportionately with the vote or consent of the holders of all other first mortgage bonds

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outstanding under the mortgage, the holders of which are eligible to vote or consent; provided, however, that the senior note trustee will not so vote in favor of, or so consent to, any amendment or modification of the mortgage which, if it were an amendment or modification of the senior note indenture, would require the consent of the holders of senior notes as described under “Modification With Consent of Holders,” without the prior consent of holders of senior notes which would be required for such an amendment or modification of the senior note indenture.

Resignation or Removal of Senior Note Trustee

      The senior note trustee may resign at any time by giving written notice to us specifying the day upon which the resignation is to take effect and that resignation will take effect immediately upon the later of the appointment of a senior note successor trustee and the day specified by the senior note trustee.

      The senior note trustee may be removed at any time by an instrument or concurrent instruments in writing delivered to the senior note trustee and signed by the holders, or their attorneys in fact, representing a majority in principal amount of the then outstanding senior notes. In addition, so long as no event of default under the senior note indenture or event which, with the giving of notice or lapse of time or both, would become an event of default has occurred and is continuing, we may remove the senior note trustee upon written notice to the holder of each senior note outstanding and the senior note trustee, and upon the appointment of a successor senior note trustee.

Concerning the Senior Note Trustee

      The Bank of New York is the successor senior note trustee under the senior note indenture, the mortgage trustee under the Mortgage and the exchange agent. The senior note indenture provides that our obligations to compensate the senior note trustee and reimburse the senior note trustee for expenses, disbursements and advances will constitute indebtedness which will be secured by a lien generally prior to that of the senior notes upon all property and funds held or collected by the senior note trustee as such.

      The senior note indenture provides that the senior note trustee shall be subject to and shall comply with the provisions of Section 310(b) of the Trust Indenture Act of 1939, and that nothing in the senior note indenture shall be deemed to prohibit the senior note trustee or us from making any application permitted pursuant to such section. The senior note trustee is also a depositary of ours and certain of our affiliates and has in the past made, and may in the future make, periodic loans to us and certain of our affiliates.

Governing Law

      The senior note indenture and the senior notes are governed by New York law.

Book-Entry

      The certificates representing the Exchange Notes, or Global Certificates, will be issued in fully registered form, without coupons. The Exchange Notes will be deposited with, or on behalf of, DTC, and registered in the name of Cede & Co., as DTC’s nominee in the form of one or more Global Certificates or will remain in the custody of the trustee pursuant to a FAST Balance Certificate Agreement between DTC and the trustee. Upon the issuance of the Global Certificate, DTC or its nominee will credit, on its internal system, the principal amount of the individual beneficial interests represented by such Global Certificate to the accounts of persons who have accounts with such depositary. Ownership of beneficial interests in a Global Certificate will be limited to persons who have accounts with DTC, or participants, or persons who hold interests through participants. Ownership of beneficial interests in a Global Certificate will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC or its nominee (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants).

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      So long as DTC, or its nominee, is the registered owner or holder of a Global Certificate, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the Exchange Notes represented by such Global Certificate for all purposes under the senior note indenture and the Exchange Notes. No beneficial owner of an interest in a Global Certificate will be able to transfer the interest except in accordance with DTC’s applicable procedures, in addition to those provided for under the senior note indenture.

      Payments of the principal of, and interest on, a Global Certificate will be made to DTC or its nominee, as the case may be, as the registered owner thereof. Neither we, the trustee nor any paying agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Certificate or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. DTC or its nominee, upon receipt of any payment of principal or interest in respect of a Global Certificate, will credit participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such Global Certificate as shown on the records of DTC or its nominee. We also expect that payments by participants to owners of beneficial interests in such Global Certificate held through such participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. Such payments will be the responsibility of such participants and neither we, the trustee or any paying agent will have any responsibility therefor.

      Transfers between participants in DTC will be effected in the ordinary way in accordance with DTC rules. If a holder requires physical delivery of a certificated Exchange Note for any reason, including to sell Exchange Notes to persons in jurisdictions which require such delivery of such Exchange Notes or to pledge such Exchange Notes, such holder must transfer its interest in a Global Certificate in accordance with DTC’s applicable procedures, or the procedures set forth in the senior note indenture.

      DTC will take any action permitted to be taken by a holder of Exchange Notes (including the presentation of Exchange Notes for exchange as described below) only at the direction of one or more participants to whose account the DTC interests in a Global Certificate is credited and only in respect of such portion of the aggregate principal amount of the Exchange Notes as to which such participant or participants has or have given such direction. However, if there is an Event of Default under the Exchange Notes, DTC will exchange a Global Certificate for certificated Exchange Notes, which it will distribute to its participants.

      DTC has advised us that it is a limited purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the Uniform Commercial Code and a “Clearing Agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities for its participants and facilitate the clearance and settlement of securities transactions between participants through electronic book entry changes in accounts of its participants, thereby eliminating the need for physical movement of certificates. Participants include securities brokers and dealers, banks, trust companies and clearing corporations and may include certain other organizations. Indirect access to the DTC system is available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly (indirect participants). The rules applicable to DTC and its participants are on file with the SEC.

      Although DTC is expected to follow the foregoing procedures in order to facilitate transfers of interests in the Exchange Notes represented by a Global Certificate among its participants, it is under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. Neither we nor the trustee will have any responsibility for the performance by DTC or its respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

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      If DTC is at any time unwilling or unable to continue as a depositary for a Global Certificate and a successor depositary is not appointed by us within 90 days, we will issue certificated Exchange Notes in exchange for a Global Certificate.

      All payments of principal and interest will be made by us in immediately available funds.

      Secondary trading in long-term bonds and notes of corporate issuers is generally settled in clearing-house or next-day funds. In contrast, beneficial interests in the Exchange Notes that are not certificated Exchange Notes will trade in DTC’s Same-Day Funds Settlement System until maturity. Therefore, the secondary market trading activity in such interests will settle in immediately available funds. No assurance can be given as to the effect, if any, of settlement in immediately available funds on trading activity in the Exchange Notes.

      The information under this caption “Book-Entry” concerning DTC and DTC’s book-entry system has been obtained from information provided by DTC. We have provided the foregoing descriptions of the operations and procedures of DTC solely as a matter of convenience. The operations and procedures are solely within the control of DTC and are subject to change by DTC from time to time. You are urged to contact DTC or its participants directly to discuss these matters.

DESCRIPTION OF SENIOR NOTE MORTGAGE BONDS

General

      The senior note mortgage bonds are first mortgage bonds issued under and secured by our Mortgage. The statements herein concerning the first mortgage bonds and the Mortgage are summaries and do not purport to be complete. They may make use of defined terms and are subject to, and qualified in their entirety by, all of the provisions of the Mortgage, including the supplemental indenture with respect to the senior note mortgage bonds, which is filed as an exhibit to the registration statement of which this prospectus is a part.

      The senior note mortgage bonds were issued as security for our obligations under the senior note indenture and were immediately delivered to, and registered in the name of, the senior note trustee. The senior note indenture provides that the senior note trustee shall not transfer any senior note mortgage bonds except to a successor trustee, to us (as provided in the senior note indenture) or in compliance with a court order in connection with a bankruptcy or reorganization proceeding of us. The senior note trustee will generally vote the senior note mortgage bonds proportionately with what it believes to be the vote of the holders of all other first mortgage bonds then outstanding, as described under “Description of Exchange Notes — Voting of Senior Note Mortgage Bonds Held by senior note trustee.”

      The senior note mortgage bonds correspond to the Exchange Notes in respect of principal amount, interest rate, maturity date and redemption provisions. Upon payment of the principal of or premium, if any, or interest on the Exchange Notes, senior note mortgage bonds of the corresponding series in a principal amount equal to the principal amount of such Exchange Notes will, to the extent of such payment of principal, premium or interest, be deemed fully paid and our obligation to make such payment shall be discharged.

      At July 31, 2004, we had outstanding $983,185,000 in principal amount of first mortgage bonds issued under the Mortgage, of which $600,000,000 aggregate principal amount are senior note mortgage bonds held by the senior note trustee.

Redemption Provisions of Senior Note Mortgage Bonds

      The senior note mortgage bonds will be redeemed on the respective dates and in the respective principal amounts which correspond to the redemption dates for, and the principal amounts to be redeemed of, the Exchange Notes. The senior note mortgage bonds are not redeemable by operation of the improvement fund or the maintenance provisions of the Mortgage or with the proceeds of released property.

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      In the event of an event of default under the senior note indenture and acceleration of the Exchange Notes, the senior note mortgage bonds will be immediately redeemable in whole, upon demand of the senior note trustee (and surrender thereof to the mortgage trustee), at a redemption price of 100% of the principal amount thereof, together with accrued interest to the redemption date. See “Description of Exchange Notes — Events of Default.”

Kind and Priority of Lien

      The senior note mortgage bonds and all first mortgage bonds outstanding under the Mortgage will be equally and ratably secured by a direct first lien on substantially all of our property (except certain real estate not necessary or appropriate for our business; cash, contracts, choses in action and securities not specifically subjected to the lien of the Mortgage; certain equipment not installed as fixed property; merchandise and supplies acquired, and electricity or products generated or purchased for resale; and materials and supplies held for consumption), subject to excepted encumbrances, matters of minor nature and the lien of the mortgage trustee for compensation, indemnified losses and expenses. The Mortgage provides for subjecting similar after-acquired property to the lien thereof subject to certain restrictions upon the acquisition of property subject to outstanding prior lien bonds which are effective so long as the first mortgage bonds are outstanding.

Release and Substitution of Property

      Machinery, equipment, fixtures, appliances and other similar property which is worn-out, obsolete or unnecessary for our operations may be disposed of by us without a release by the mortgage trustee provided that we replace it with other property (not necessarily of the same character) which is equal in value to the property so disposed of. Leases, rights-of-way, franchises, licenses and permits may be abandoned, surrendered or modified without a release by the mortgage trustee provided any changed or substituted lease, right-of-way, franchise, license or permit is subject to the lien of the Mortgage and any consideration received by us in connection therewith must be deposited with the mortgage trustee. Such provisions do not have a material effect on our property. Mortgaged property, subject to certain conditions, may be released upon substitution of cash or certain other property of equivalent value and in certain other circumstances. Money received by the mortgage trustee as the result of any release of property may be withdrawn against, among other things, bondable value of property additions and bonds previously issued and retired.

      The mortgage trustee is required to report to bondholders within 90 days after the release of property of a value of 10% or more of the principal amount of then outstanding first mortgage bonds, and annually as to all other released property.

Dividend Restrictions

      The Mortgage restricts common stock dividends payable by us to the amount of our accumulated earned surplus less $1,729,154. The amount available as of June 30, 2004 for declaration and payment of dividends on our common stock after giving effect to this restriction was approximately $50.4 million.

Issuance of Additional First Mortgage Bonds

      So long as we are not in default in the performance of any covenant to be performed by us under the Mortgage and obtain all requisite authorizations of governmental bodies, we may issue additional first mortgage bonds to the extent of any one or more of the following:

      (1) 60% of the bondable value of property additions;

      (2) the amount of refundable prior lien bonds retired or deposited with the mortgage trustee, as provided in the Mortgage;

      (3) the aggregate principal amount of certain other retired bonds; or

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      (4) the amount of cash deposited with the mortgage trustee against the issuance of first mortgage bonds.

      First mortgage bonds may be issued pursuant to (1) and (4) above (and in certain cases pursuant to (2) and (3) above) only if net earnings available for interest shall be at least two times the annual interest requirements on the first mortgage bonds and all prior lien bonds then and to be outstanding. Net earnings available for interest generally consists of the excess of gross operating revenues over operating expenses (other than income taxes), including provision for depreciation equal to the greater of (1) the book provision for depreciation or (2) the “minimum provision for depreciation” as outlined below under “Maintenance Fund”, plus or minus net non-operating income or loss with non-operating income limited to 5% of operating income. Moreover, our charter contains provisions limiting the ratio of securities evidencing funded indebtedness and unsecured indebtedness to total capitalization.

      As of June 30, 2004, we could issue approximately $610,888,070 aggregate principal amount of additional first mortgage bonds on the basis of retired first mortgage bonds, assuming we could satisfy certain other requirements under the Mortgage. The senior note indenture provides that prior to the release date no additional first mortgage bonds may be issued under the Mortgage other than senior note mortgage bonds.

Sinking and Improvement Fund

      The supplemental indenture creating each series of first mortgage bonds requires that, so long as any such first mortgage bonds are outstanding, we make annual sinking and improvement fund deposits equal to 1% of the principal amount of first mortgage bonds (except first mortgage bonds issued against retired first mortgage bonds) delivered by the mortgage trustee prior to January 1 of the year of deposit. Deposits are to be made in cash, reduced by credits elected by us for (1) 60% of bondable value of property additions and (2) the principal amount of refundable prior lien bonds and certain bonds previously issued and retired. Cash so deposited may be withdrawn upon the same basis that a credit may be taken as set forth in the preceding sentence, or may be applied to the payment, purchase or redemption of first mortgage bonds. We met the 2003 sinking fund requirement through the application of property additions. “Bondable value of property additions” means essentially (a) the net difference between (1) the lesser of the cost or fair value to us of property additions since January 1, 1946 and (2) all retirements of property then or thereafter owned, taken at the lesser of original cost or fair value, as certified to the mortgage trustee as property additions, or the “minimum provision for depreciation”, whichever is greater, after credit for cash substituted for any such retired property, less (b) 10/6ths of the amount of prior lien bonds having become refundable prior lien bonds and less (c) the amount of the bondable value of property additions previously used for the withdrawal of cash, the issuance of bonds or sinking fund credit.

      Sinking fund cash amounting to $100,000 or more held by the mortgage trustee on December 31 of any year must be applied to the retirement of first mortgage bonds. We may direct the mortgage trustee to use sinking fund cash held by it to purchase first mortgage bonds in the open market or to invite tenders of first mortgage bonds to it. If cash held by the mortgage trustee is applied to the purchase of first mortgage bonds at less than par, an amount equal to such discount must be paid to us.

Maintenance Fund

      We are required to make expenditures for property additions and/or to deposit with the mortgage trustee, cash (less, at our option, credit for refundable prior lien bonds and first mortgage bonds theretofore or then retired) annually, in an amount not less than the “minimum provision for depreciation.” All cash so deposited with the mortgage trustee may, during the next succeeding three years, be withdrawn by us to the extent that the amount not less than that expended for property additions exceeds the “minimum provision for depreciation.”

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      So long as any first mortgage bonds are outstanding, the term “minimum provision for depreciation” with reference to any period after 1952 means an amount equal to the greater of

•  15% of the gross operating revenues derived from bondable property during such period after deducting the aggregate cost of electric energy and manufactured or natural gas purchased during such period for resale in connection with the operation of bondable property, less the charges to operating expense during such period for current repairs and maintenance of bondable property, and

•  an amount computed at the rate of 2.25% per annum as applied to depreciable electric utility property for each year or portion thereof embraced within such period.

      We have in the past made sufficient expenditures for property additions to meet our obligations with respect to minimum provision for depreciation, and no deposits with the mortgage trustee have been required in this connection. We expect this pattern will continue in the future.

Modification or Amendment of Mortgage

      Except as set forth in the next sentence, the rights of the bondholders may be modified with the consent of the holders of 75% of the principal amount of the first mortgage bonds of all series affected provided that no waiver of a past default or the consequences thereof shall be effective unless approved by the holders of not less than a majority of the principal amount of all the first mortgage bonds at the time outstanding. However, no modification of the terms of payment of principal, premium or interest and no modification permitting the creation of additional prior or parity liens, reducing the percentage of the principal amount of first mortgage bonds required for modification or depriving the bondholders of the lien of the Mortgage, is effective against any bondholder without such bondholder’s consent.

Defaults and Notice of Defaults

      Events of default include default in the payment of principal and premium, if any, of any of the first mortgage bonds; default for 60 days in payment of interest on any of the first mortgage bonds; default in the payment of principal or interest continued beyond the period of grace on any prior lien bonds; default, for 60 days after notice, in the performance of any covenant in the Mortgage; and bankruptcy, insolvency or reorganization (under certain circumstances) of us. The mortgage trustee may withhold notice to bondholders of default (except default in payment of principal, premium, interest or sinking and improvement fund installments) if its responsible officers determine that it is in the interest of the bondholders to do so.

Concerning the Mortgage Trustee

      The mortgage trustee, The Bank of New York, is permitted to engage in other transactions with us, except that if it acquires any conflicting interest, as defined in the Mortgage, it must eliminate it or resign and is required in certain cases to share with the bondholders the benefits of payments received within four months prior to default. The mortgage trustee is our office or agency for the payment and exchange of first mortgage bonds.

      Direction by the holders of a majority in principal amount of the first mortgage bonds then outstanding is necessary to require the mortgage trustee to take action. The mortgage trustee may require reasonable indemnification before being required to enforce the lien of the Mortgage. Holders of not less than 25% in principal amount of outstanding first mortgage bonds or the mortgage trustee may declare the principal and interest of all outstanding first mortgage bonds due upon the occurrence of a completed default, but the holders of a majority in principal amount of the outstanding first mortgage bonds may, under certain circumstances including the curing of such default, annul any such declaration.

Satisfaction and Discharge of Mortgage

      Upon our making due provision for the payment of all of the first mortgage bonds and paying all other sums due under the Mortgage, the Mortgage shall cease to be of further effect and may be satisfied

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and discharged of record. Holders of first mortgage bonds may wish to consult with their own tax advisors regarding possible tax effects in the event of a defeasance of the Mortgage.

Evidence as to Compliance with Mortgage Provisions

      Compliance with the provisions of the Mortgage is evidenced by written statements of our officers or persons selected and paid by us. In certain cases, opinions of counsel and certificates of an engineer, accountant, appraiser or other expert (who in some instances must be independent) must be furnished. The Mortgage requires that we furnish annually to the mortgage trustee a certificate that we have complied with, and are not in default under, the provisions of the Mortgage.

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

      The following is a discussion of the material United States federal income tax consequences of the exchange of Original Notes for Exchange Notes pursuant to the exchange offer and of the ownership and disposition of Exchange Notes. Unless otherwise stated, this discussion applies only to U.S. holders who acquire an Exchange Note pursuant to the exchange offer. This discussion also assumes that the Original Notes and the Exchange Notes, which we refer to in this section collectively as the Notes, are held as capital assets.

      As used herein, a “U.S. holder” is a beneficial owner of an Exchange Note that is, for United States federal income tax purposes, (i) an individual citizen or resident of the United States, (ii) a corporation, or other entity treated as a corporation for United States federal income tax purposes, created or organized in, or under the laws of, the United States, any state thereof or the District of Columbia, (iii) an estate the income of which is subject to United States federal income taxation regardless of its source or (iv) a trust if (a) a court within the United States is able to exercise primary supervision over the administration of the trust and (b) one or more United States persons have the authority to control all substantial decisions of the trust. In addition, certain trusts in existence on August 20, 1996 and treated as United States persons prior to that date may also be treated as U.S. holders. As used herein, a “non-U.S. holder” is a beneficial owner of an Exchange Note that is not a U.S. holder. If a partnership, or other entity treated as a partnership for United States federal income tax purposes, is a beneficial owner of an Exchange Note, the treatment of a partner in the partnership will generally depend upon the status of the partner and upon the activities of the partnership. Partnerships and partners in such partnerships should consult their tax advisors about the United States federal income tax consequences of the exchange offer and of owning and disposing of Exchange Notes.

      This discussion does not describe all of the tax consequences that may be relevant to a holder in light of its particular circumstances. For example, it does not deal with special classes of holders such as banks, thrifts, real estate investment trusts, regulated investment companies, insurance companies, dealers in securities or currencies, traders in securities that elect to use a mark to market system of tax accounting with respect to their securities holdings, or tax-exempt investors. It also does not discuss Exchange Notes held as part of a hedge, straddle, “synthetic security” or other integrated transaction. This discussion does not address the tax consequences to persons that have a functional currency other than the United States dollar and certain United States expatriates. Further, it does not include any description of any alternative minimum tax consequences or the tax laws of any state or local government or of any foreign government that may be applicable to the Exchange Notes. This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury regulations promulgated thereunder and administrative and judicial interpretations thereof, all as of the date hereof, and all of which are subject to change or differing interpretations, possibly on a retroactive basis.

      You should consult with your own tax advisors regarding the United States federal, as well as any state, local and foreign income, franchise, personal property and any other tax consequences of the exchange offer and the ownership and disposition of the Exchange Notes.

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Tax Consequences of the Exchange Offer

      The exchange of Original Notes for Exchange Notes pursuant to this exchange offer will not be a taxable event for United States federal income tax purposes. Accordingly, a holder will not recognize any gain or loss as a result of exchanging Original Notes for Exchange Notes pursuant to this exchange offer, and the basis, holding period, and amount of market discount or amortizable bond premium (each as described below), if any, relating to an Exchange Note in the hands of a holder will be the same as the basis, holding period, and amount of market discount or amortizable bond premium, if any, relating to the Original Note exchanged therefor.

Tax Consequences of Ownership and Disposition of Exchange Notes

Taxation of U.S. Holders of Exchange Notes

Interest Income

      Interest paid on the Exchange Notes will be taxable to a U.S. holder as ordinary income at the time it accrues or is received in accordance with the U.S. holder’s regular method of accounting for United States federal income tax purposes.

Market Discount

      If a U.S. holder purchased an Original Note for an amount that is less than its principal amount, the amount of such difference will be treated as “market discount” with respect to the Exchange Note received in exchange therefor, unless such difference is less than a statutorily specified de minimis amount. For this purpose, the amount of market discount is de minimis if it does not exceed the product of 0.25% of the Note’s principal amount multiplied by the number of complete years to maturity remaining as of the date acquired by such U.S. holder. If an Exchange Note has de minimis market discount, a U.S. holder must generally include such de minimis amount in income (as capital gain) as stated principal payments are made.

      If an Exchange Note is treated as having market discount, any partial payment of principal on, or gain recognized on the maturity or disposition of, the Exchange Note will generally be treated as ordinary income to the extent that such gain does not exceed the accrued market discount on the Exchange Note that has not previously been included in income and is treated as having accrued on the Exchange Note at the time of disposition. Market discount accrues ratably during the period from the date of acquisition of the Original Note until the maturity date of the Exchange Note received in exchange therefore, unless the U.S. holder elects to accrue market discount on the basis of a constant yield to maturity. Alternatively, a U.S. holder of an Exchange Note may elect to include market discount in income currently over the life of the Exchange Note. Such an election applies to all debt instruments with market discount acquired by the electing holder on or after the first day of the first taxable year to which the election applies and may not be revoked without the consent of the Internal Revenue Service. When such an election is made, market discount accrues on a straight-line basis unless the holder further elects to accrue such discount on a constant yield to maturity basis. This latter election is applicable only to the debt security with respect to which it is made and is irrevocable. A holder of an Exchange Note that does not elect to include market discount in income currently will generally be required to defer deductions for interest on borrowings allocable to such Exchange Note in an amount not exceeding the accrued market discount on such Exchange Note until the maturity or disposition of such Exchange Note.

Amortizable Bond Premium

      If a U.S. holder purchased an Original Note for an amount that is greater than the principal amount of such Original Note, the Exchange Note received in exchange therefor will be treated as having been acquired at a premium with respect to such U.S. holder equal in amount to such excess. A U.S. holder may elect to treat such premium as “amortizable bond premium,” in which case the amount of interest on the Exchange Note required to be included in the U.S. holder’s income each year will be reduced by the

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amount of the amortizable bond premium allocable (generally under a constant yield method based on the U.S. holder’s yield to maturity) to such year, with a corresponding decrease in the U.S. holder’s adjusted tax basis in the Exchange Note. However, if the Exchange Note may be optionally redeemed after the U.S. holder acquires it at a price in excess of its principal amount, special rules would apply that could result in the deferral of the amortization of some bond premium until later in the term of the Exchange Note. Any election to amortize bond premium is applicable to all debt securities (other than a tax-exempt debt security) held by the U.S. holder at the beginning of the first taxable year to which the election applies or thereafter acquired by the U.S. holder, and may not be revoked without the consent of the Internal Revenue Service.

Sale, Exchange or Redemption of Exchange Notes

      Except as described above (with respect to Exchange Notes with market discount), a U.S. holder will generally recognize capital gain or loss equal to the difference between the amount realized on the sale, exchange, redemption or other disposition of an Exchange Note (including a deemed disposition for United States federal income tax purposes) and the U.S. holder’s tax basis in such Exchange Note. The amount realized is generally equal to the amount of cash and the fair market value of property received for the Exchange Note (other than amounts attributable to accrued but unpaid interest). A U.S. holder’s tax basis in the Exchange Note generally will be the purchase price paid for the Original Note, increased by any market discount included in income and reduced by any amortized bond premium. In the case of a U.S. holder other than a corporation, preferential tax rates may apply to capital gain recognized on the sale of an Exchange Note if such U.S. holder’s holding period for such Exchange Note exceeds one year. Subject to certain limited exceptions, capital losses cannot be applied to offset ordinary income for United States federal income tax purposes.

Information Reporting and Backup Withholding Tax

      In general, information reporting requirements will apply to payments of principal and interest on the Exchange Notes and payments of the proceeds of the sale or other disposition of the Exchange Notes, and a backup withholding tax may apply to such payments at the applicable rate, if a non-exempt U.S. holder fails to comply with certain identification requirements. Any amounts withheld under the backup withholding rules from a payment to a U.S. holder generally will be allowed as a credit against such U.S. holder’s United States federal income tax liability and may entitle the U.S. holder to a refund, provided that the required information is furnished to the Internal Revenue Service.

Taxation of Non-U.S. Holders of Exchange Notes

Interest Income

      Generally, interest income of a non-U.S. holder that is not effectively connected with a United States trade or business is subject to a United States withholding tax at a 30% rate (or, if applicable, a lower tax rate specified by an income tax treaty). However, interest income earned on an Exchange Note by a non-U.S. holder will qualify for the “portfolio interest” exemption and therefore will not be subject to United States federal income tax or withholding tax, provided that such interest income is not effectively connected with a United States trade or business of the non-U.S. holder and provided that: (i) the non-U.S. holder does not actually or constructively own 10% of more of the total combined voting power of all classes of our stock entitled to vote; (ii) the non-U.S. holder is not a controlled foreign corporation that is related to us through stock ownership; (iii) the non-U.S. holder is not a bank which acquired the Exchange Note in consideration for an extension of credit made pursuant to a loan agreement entered into in the ordinary course of business; and (iv) either (a) the non-U.S. holder certifies to the payor or the payor’s agent, under penalties of perjury, that it is not a United States person and provides its name, address and certain other information on a properly executed Internal Revenue Service Form W-8BEN or a suitable substitute form or (b) a securities clearing organization, bank or other financial institution that holds customer securities in the ordinary course of its trade or business, and holds the Exchange Notes in such capacity, certifies to the payor or the payor’s agent, under penalties of perjury, that such a statement

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has been received from the beneficial owner by it or by a financial institution between it and the beneficial owner, and furnishes the payor or the payor’s agent with a copy thereof. The applicable United States Treasury regulations also provide alternative methods for satisfying the certification requirements of clause (iv), above. If a non-U.S. holder holds the Exchange Note through certain foreign intermediaries or partnerships, such holder and the foreign intermediary or partnership may be required to satisfy certification requirements under applicable United States Treasury regulations.

      Except to the extent that an applicable income tax treaty otherwise provides, a non-U.S. holder generally will be taxed with respect to interest in the same manner as a U.S. holder if the interest is effectively connected with a United States trade or business of the non-U.S. holder. Effectively connected interest income received or accrued by a corporate non-U.S. holder may also, under certain circumstances, be subject to an additional “branch profits” tax at a 30% rate (or, if applicable, at a lower tax rate specified by an applicable income tax treaty). Even though such effectively connected income is subject to income tax, and may be subject to the branch profits tax, it is not subject to withholding tax if the non-U.S. holder delivers a properly executed Internal Revenue Service Form W-8ECI (or successor form) to the payor or the payor’s agent.

Sale, Exchange or Redemption of Exchange Notes

      A non-U.S. holder generally will not be subject to United States federal income tax or withholding tax on any gain realized on the sale, exchange, redemption or other disposition of an Exchange Note (including a deemed disposition for United States federal income tax purposes) unless (i) the gain is effectively connected with a United States trade or business of the non-U.S. holder or (ii) in the case of a non-U.S. holder who is an individual, such non-U.S. holder is present in the United States for a period or periods aggregating 183 days or more during the taxable year of the disposition, and certain other conditions are satisfied. However, any amount attributable to accrued but unpaid interest on the Exchange Note will be treated in the same manner as the payment of interest on an Exchange Note, as described above.

Information Reporting and Backup Withholding Tax

      United States backup withholding tax will not apply to payments on the Exchange Notes to a non-U.S. holder if the statement described in clause (iv) under “Interest Income” above is duly provided by such non-U.S. holder, provided that the payor does not have actual knowledge that the non-U.S. holder is a United States person. Information reporting requirements may apply with respect to interest payments on the Exchange Notes, in which event the amount of interest paid and tax withheld (if any) with respect to each non-U.S. holder will be reported annually to the Internal Revenue Service. Information reporting requirements and backup withholding tax will not apply to any payment of the proceeds of the sale of Exchange Notes effected outside the United States by a foreign office of a “broker” as defined in applicable Treasury regulations (absent actual knowledge that the payee is a United States person), unless such broker (i) is a United States person as defined in the Code, (ii) is a foreign person that derives 50% or more of its gross income for certain periods from the conduct of a trade or business in the United States, (iii) is a controlled foreign corporation for United States federal income tax purposes or (iv) is a foreign partnership with certain United States connections. Payment of the proceeds of any such sale effected outside the United States by a foreign office of any broker that is described in the preceding sentence may be subject to backup withholding tax and information reporting requirements unless such broker has documentary evidence in its records that the beneficial owner is a non-U.S. holder and certain other conditions are met, or the beneficial owner otherwise establishes an exemption. Payment of the proceeds of any such sale to or through the United States office of a broker is subject to information reporting and backup withholding requirements unless the beneficial owner of the Exchange Notes provides the statement described in clause (iv) under “Interest Income” above or otherwise establishes an exemption.

      The foregoing discussion is included for general information only and may not be applicable depending upon a holder’s particular situation. Holders should consult their tax advisors with respect to the

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tax consequences to them of the exchange offer and of ownership and disposition of the Exchange Notes, including the tax consequences under state, local, foreign and other tax laws and the possible effects of changes in United States federal or other tax laws.

PLAN OF DISTRIBUTION

      As discussed under “The Exchange Offer” in this prospectus, based on interpretations by the staff of the SEC set forth in no-action letters issued to other companies, we believe that a holder, other than a person that is an affiliate of ours within the meaning of Rule 405 under the Securities Act or a broker-dealer registered under the Exchange Act that purchases Original Notes or Exchange Notes from us to resell pursuant to Rule 144A under the Securities Act or any other exemption, that acquires the Exchange Notes in the ordinary course of business and that is not participating in, does not intend to participate in, and has no arrangement or understanding with any person to participate in, the distribution of the Original Notes or Exchange Notes will be allowed to resell the Exchange Notes to the public without further registration under the Securities Act and without delivering to the purchasers of the Exchange Notes a prospectus that satisfies the requirements of Section 10 of the Securities Act. However, if any holder acquires Exchange Notes in this exchange offer for the purpose of distributing or participating in a distribution of the Exchange Notes, such holder cannot rely on the position of the staff enunciated in Morgan Stanley & Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corp. (available May 13, 1988), as interpreted in the SEC’s letter to Shearman & Sterling dated July 2, 1993, or similar no-action or interpretive letters and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction, and such secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes obtained by such holder in exchange for Original Notes acquired by such holder directly from us or an affiliate thereof, unless an exemption from registration is otherwise available.

      As contemplated by the above no-action letters and the registration rights agreement, each holder accepting this exchange offer is required to represent to us in the letter of transmittal that:

      (i) any Exchange Notes it receives will be acquired in the ordinary course of business;

      (ii) it has no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of the Exchange Notes;

      (iii) it is not an “affiliate” of ours as defined in Rule 405 of the Securities Act;

      (iv) if it is not a broker-dealer, it is not engaged in, and does not intend to engage in, the distribution (within the meaning of the Securities Act) of the Exchange Notes within the meaning of the Securities Act; and

      (v) if it is a participating broker-dealer that it will receive Exchange Notes for its own account in exchange for Original Notes that were acquired as a result of market-making activities or other trading activities, and acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes.

      This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Original Notes where such Original Notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of the lesser of 90 days after the expiration date and the date on which all participating broker-dealers have sold all Exchange Notes held by them (unless such period is extended pursuant to the registration rights agreement), we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, dealers effecting transactions in Exchange Notes may be required to deliver a prospectus.

      We will not receive any proceeds from any sale of Exchange Notes by broker-dealers. Exchange Notes received by broker-dealers for their own account pursuant to this exchange offer may be sold from

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time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Notes. Any broker-dealer that resells Exchange Notes that were received by it for its own account pursuant to this exchange offer and any broker or dealer that participates in a distribution of such Exchange Notes may be deemed to be an “underwriter” within the meaning of the Securities Act, and any profit on any such resale of Exchange Notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

      For a period the lesser of 90 days after the expiration date and the date on which all participating broker-dealers have sold all Exchange Notes held by them (unless such period is extended pursuant to the registration rights agreement), we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to this exchange offer (including the expenses of one counsel for the holders of Original Notes) other than commissions or concessions of any brokers or dealers and will indemnify the holders of Original Notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

LEGAL MATTERS

      Certain legal matters with respect to the Exchange Notes will be passed upon for us by Akin Gump Strauss Hauer & Feld LLP, New York, New York and Thelen Reid & Priest LLP, Florham Park, New Jersey. Thelen Reid & Priest LLP acted as counsel to the initial purchasers in connection with the issuance and sale of the Original Notes and is serving as counsel for the holders of the Original Notes in the exchange offer.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

      The financial statements incorporated in this prospectus by reference to Jersey Central Power & Light Company’s Annual Report on Form 10-K for the year ended December 31, 2003 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

      With respect to the unaudited financial information of Jersey Central Power & Light Company for the three-month periods ended March 31, 2004 and 2003 and for the three-month and six-month periods ended June 30, 2004 and 2003, incorporated by reference in this prospectus, PricewaterhouseCoopers LLP reported that they have applied limited procedures in accordance with professional standards for a review of such information. However, their separate reports dated May 7, 2004 and August 6, 2004 (which reports contain explanatory paragraphs relating to restatements of previously issued consolidated interim financial statements for the three-month period ended March 31, 2003, and the three-month and six-month periods ended June 30, 2003, both as described in Note 2 to the consolidated interim financial statements) incorporated by reference herein state that they did not audit and they do not express an opinion on that unaudited financial information. Accordingly, the degree of reliance on their reports on such information should be restricted in light of the limited nature of the review procedures applied. PricewaterhouseCoopers LLP is not subject to the liability provisions of Section 11 of the Securities Act of 1933 for their reports on the unaudited financial information because those reports are not “reports” or “part” of the registration statement prepared or certified by PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the Act.

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      Our former independent public accountants, Arthur Andersen LLP, have not consented to the incorporation by reference in this prospectus of their report on our consolidated financial statements for the year ended December 31, 2001, and we will dispense with the requirement to file their consent in any Exchange Offer Registration Statement or Shelf Registration Statement in reliance upon Rule 437a under the Securities Act. Because Arthur Andersen LLP has not consented, and will not be consenting, to the incorporation by reference of their report in this prospectus or in any Exchange Offer Registration Statement or Shelf Registration Statement, you will not be able to recover against Arthur Andersen LLP for any untrue statements of a material fact contained in the financial statements audited by Arthur Andersen LLP or any omissions to state a material fact required to be stated therein.

WHERE YOU CAN FIND MORE INFORMATION

      We are required by the Exchange Act to file annual, quarterly and special reports and other information with the SEC. These reports and other information can be inspected and copied at the public reference room maintained by the SEC at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You may also read and copy these SEC filings by visiting the SEC’s Web site at http://www.sec.gov or FirstEnergy’s Web site at http://www.firstenergycorp.com. Information contained on FirstEnergy’s Web site does not constitute part of this prospectus.

      We have filed with the SEC a registration statement on Form S-4 under the Securities Act with respect to the Exchange Notes offered by this prospectus. This prospectus does not contain all of the information included in the registration statement. For further information, you should refer to the registration statement.

      The SEC allows us to incorporate by reference in this prospectus the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. The information in this prospectus is not complete, and should be read together with the information incorporated by reference. We incorporate by reference in this prospectus the information contained in the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, excluding, in each case, information deemed furnished and not filed. Until the termination of this offering, information we file in the future with the SEC will automatically update and supersede this information.

•  Our Annual Report on Form 10-K for the year ended December 31, 2003 (as amended by the Form 10-K/ A filed on June 25, 2004).

•  Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2004 and June 30, 2004.

•  Our Current Reports on Form 8-K filed on January 13, 2004, January 20, 2004, February 9, 2004 and September 14, 2004.

      This prospectus is part of a registration statement on Form S-4 filed with the SEC under the Securities Act.

      You may request additional copies of our Exchange Act reports or copies of our other SEC filings at no cost by writing or telephoning us at the following address:

Jersey Central Power & Light Company

c/o FirstEnergy Corp.

76 South Main Street

Akron, Ohio 44308-1890

Attention: Investor Services

(800) 736-3402

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PART II — INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.      Indemnification of Directors and Officers

      Section 14A: 3-5(2) of Title 14 of New Jersey Permanent Statutes gives a corporation incorporated under the laws of New Jersey power to indemnify any person who is or has been a director, officer or employee of that corporation, or of another corporation at the request of that corporation, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action, suit or proceeding, criminal or civil, to which he is or may be made a party because of being or having been such director, officer or employee, provided that in connection therewith, such person is determined to have acted in good faith in what he reasonably believed to be in or not opposed to the best interest of the corporation of which he is a director, officer or employee, without reasonable cause, in the case of a criminal matter, to believe that his conduct was unlawful. The determination as to the conditions precedent to the permitted indemnification of such person is made by the directors of the indemnifying corporation acting at a meeting at which, for the purpose, any director who is a party to or threatened with any such action, suit or proceeding may not be counted in determining the existence of a quorum and may not vote. If, because of the foregoing limitations, the directors are unable to act in this regard, such determination may be made by the majority vote of the corporation’s voting shareholders (or without a meeting upon two-thirds written consent of such shareholders), by judicial proceeding or by written opinion of independent legal counsel other than an attorney who has been retained by or has performed services for the corporation or any person to be indemnified during the five years preceding the date of determination.

      Section 32 of the Registrant’s By-Laws provides as follows:

      “The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed civil, criminal, administrative or arbitrative action, suit or proceeding, and any appeal therein and any inquiry or investigation which could lead to such action, suit or proceeding, other than a proceeding by or in the right of the corporation, by reason of the fact that he was a director, officer or employee of the corporation (and may indemnify any person who was an agent of the corporation), or a person serving at the request of the corporation as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, whether or not for profit, to the fullest extent permitted by law, including without limitation indemnification against liabilities (amounts paid or incurred in satisfaction of settlements, judgments, fines and-penalties) and expenses (reasonable costs, disbursements and counsel fees) incurred by such person in connection with such proceeding, if

      (i) such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the corporation; and

      (ii) with respect to any criminal proceeding, such person had no reasonable cause to believe his conduct was unlawful.

The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that such person did not meet the applicable standards of conduct set forth in Section 32(a)(i) or in Section 32(a)(h).”

      Section 14A: 3-5(8) of Title 14A of New Jersey Permanent Statutes provides that the indemnification thereby permitted shall not be exclusive of any other rights that directors, officers or employees may have, including rights under insurance purchased by the corporation.

      Section 32(g) of the Registrant’s By-laws provides as follows:

      “The corporation shall have the power to purchase and maintain insurance on behalf of any director, officer, employee or agent of the corporation against any expenses incurred in any proceeding and any liabilities asserted against him by reason of his being or having been such, whether or not the corporation would have the power to indemnify him against such expenses and liabilities under the provisions of this section. The corporation may purchase such insurance from, or such insurance may be reinsured in whole

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or in part by, and insurer owned by or otherwise affiliated with the corporation, whether or not such insurer does business with other insureds.”

      The Registrant maintains and pays the premium on contracts insuring the Registrant (with certain exclusions) against any liability to directors and officers they may incur under the above indemnity provisions and insuring each director and officer of the Registrant (with certain exclusions) against liability and expense, including legal fees, which he or she may incur by reason of his or her relationship to the Registrant.

Item 21. Exhibits and Financial Statement Schedules

      (a) Exhibits

Exhibit No.		Description
	3(a)*	Restated Certificate of Incorporation of JCP&L, as amended — Incorporated by reference to Exhibit 3-A, 1990 Annual Report on Form 10-K, SEC File No. 1-3141.
	3(a)(1)*	Certificate of Amendment to Restated Certificate of Incorporation of JCP&L, dated June 19, 1992 — Incorporated by reference to Exhibit A-2(a), Certificate Pursuant to Rule 24, SEC File No. 70-7949.
	3(a)(2)*	Certificate of Amendment to Restated Certificate of Incorporation of JCP&L, dated June 19, 1992 — Incorporated by reference to Exhibit A-2(a)(i), Certificate Pursuant to Rule 24, SEC File No. 70-7949.
	3(b)*	By-Laws of JCP&L, as amended May 25, 1993 — Incorporated by reference to Exhibit 3-B, 1993 Annual Report on Form 10-K, SEC File No. 1-3141.
	4(a)*	Indenture of JCP&L, dated as of March 1, 1946, between JCP&L and United States Trust Company of New York, Successor Trustee, as amended and supplemented by eight supplemental indentures dated December 1, 1948 through June 1, 1960 — Incorporated by reference to JCP&L’s Instruments of Indebtedness Nos. 1 to 7, inclusive, and 9 and 10 filed as part of Amendment No. 1 to 1959 Annual Report of GPU on Form U5S, SEC File Nos. 30-126 and 1-3292.
	4(a)(1)*	Ninth Supplemental Indenture of JCP&L, dated November 1, 1962 — Incorporated by reference to Exhibit 2-C, Registration No. 2-20732.
	4(a)(2)*	Tenth Supplemental Indenture of JCP&L, dated October 1, 1963 — Incorporated by reference to Exhibit 2-C, Registration No. 2-21645.
	4(a)(3)*	Eleventh Supplemental Indenture of JCP&L, dated October 1, 1964 — Incorporated by reference to Exhibit 5-A-3, Registration No. 2-59785.
	4(a)(4)*	Twelfth Supplemental Indenture of JCP&L, dated November 1, 1965 — Incorporated by reference to Exhibit 5-A-4, Registration No. 2-59785.
	4(a)(5)*	Thirteenth Supplemental Indenture of JCP&L, dated August 1, 1966 — Incorporated by reference to Exhibit 4-C, Registration No. 2-25124.
	4(a)(6)*	Fourteenth Supplemental Indenture of JCP&L, dated September 1, 1967 — Incorporated by reference to Exhibit 5-A-6, Registration No. 2-59785.
	4(a)(7)*	Fifteenth Supplemental Indenture of JCP&L, dated October 1, 1968 — Incorporated by reference to Exhibit 5-A-7, Registration No. 2-59785.
	4(a)(8)*	Sixteenth Supplemental Indenture of JCP&L, dated October 1, 1969 — Incorporated by reference to Exhibit 5-A-8, Registration No. 2-59785.
	4(a)(9)*	Seventeenth Supplemental Indenture of JCP&L, dated June 1, 1970 — Incorporated by reference to Exhibit 5-A-9, Registration No. 2-59785.
	4(a)(10)*	Eighteenth Supplemental Indenture of JCP&L, dated December 1, 1970 — Incorporated by reference to Exhibit 5-A-10, Registration No. 2-59785.
	4(a)(11)*	Nineteenth Supplemental Indenture of JCP&L, dated February 1, 1971 — Incorporated by reference to Exhibit 5-A-11, Registration No. 2-59785.
	4(a)(12)*	Twentieth Supplemental Indenture of JCP&L, dated November 1, 1971 — Incorporated by reference to Exhibit 5-A-12, Registration No. 2-59875.

II-2

Exhibit No.		Description
	4(a)(13)*	Twenty-first Supplemental Indenture of JCP&L, dated August 1, 1972 — Incorporated by reference to Exhibit 5-A-13, Registration No. 2-59785.
	4(a)(14)*	Twenty-second Supplemental Indenture of JCP&L, dated August 1, 1973 — Incorporated by reference to Exhibit 5-A-14, Registration No. 2-59785.
	4(a)(15)*	Twenty-third Supplemental Indenture of JCP&L, dated October 1, 1973 — Incorporated by reference to Exhibit A-15, Registration No. 2-59785.
	4(a)(16)*	Twenty-fourth Supplemental Indenture of JCP&L, dated December 1, 1973 — Incorporated by reference to Exhibit 5-A-16, Registration No. 2-59785.
	4(a)(17)*	Twenty-fifth Supplemental Indenture of JCP&L, dated November 1, 1974 — Incorporated by reference to Exhibit 5-A-17, Registration No. 2-59785.
	4(a)(18)*	Twenty-sixth Supplemental Indenture of JCP&L, dated March 1, 1975 — Incorporated by reference to Exhibit 5-A-18, Registration No. 2-59785.
	4(a)(19)*	Twenty-seventh Supplemental Indenture of JCP&L, dated July 1, 1975 — Incorporated by reference to Exhibit 5-A-19, Registration No. 2-59785.
	4(a)(20)*	Twenty-eighth Supplemental Indenture of JCP&L, dated October 1, 1975 — Incorporated by reference to Exhibit 5-A-20, Registration No. 2-59785.
	4(a)(21)*	Twenty-ninth Supplemental Indenture of JCP&L, dated February 1, 1976 — Incorporated by reference to Exhibit 5-A-21, Registration No. 2-59785.
	4(a)(22)*	Supplemental Indenture No. 29A of JCP&L, dated May 31, 1976 — Incorporated by reference to Exhibit 5-A-22, Registration No. 2-59785.
	4(a)(23)*	Thirtieth Supplemental Indenture of JCP&L, dated June 1, 1976 — Incorporated by reference to Exhibit 5-A-23, Registration No. 2-59785.
	4(a)(24)*	Thirty-first Supplemental Indenture of JCP&L, dated May 1, 1977 — Incorporated by reference to Exhibit 5-A-24, Registration No. 2-59785.
	4(a)(25)*	Thirty-second Supplemental Indenture of JCP&L, dated January 20, 1978 — Incorporated by reference to Exhibit 5-A-25, Registration No. 2-60438.
	4(a)(26)*	Thirty-third Supplemental Indenture of JCP&L, dated January 1, 1979 — Incorporated by reference to Exhibit A-20(b), Certificate Pursuant to Rule 24, SEC File No. 70-6242.
	4(a)(27)*	Thirty-fourth Supplemental Indenture of JCP&L, dated June 1, 1979 — Incorporated by reference to Exhibit A-28, Certificate Pursuant to Rule 24, SEC File No. 70-6290.
	4(a)(28)*	Thirty-sixth Supplemental Indenture of JCP&L, dated October 1, 1979 — Incorporated by reference to Exhibit A-30, Certificate Pursuant to Rule 24, SEC File No. 70-6354.
	4(a)(29)*	Thirty-seventh Supplemental Indenture of JCP&L, dated September 1, 1984 — Incorporated by reference to Exhibit A-1(cc), Certificate Pursuant to Rule 24, SEC File No. 70-7001.
	4(a)(30)*	Thirty-eighth Supplemental Indenture of JCP&L, dated July 1, 1985 — Incorporated by reference to Exhibit A-1(dd), Certificate Pursuant to Rule 24, SEC File No. 70-7109.
	4(a)(31)*	Thirty-ninth Supplemental Indenture of JCP&L, dated April 1, 1988 — Incorporated by reference to Exhibit A-1(a), Certificate Pursuant to Rule 24, SEC File No. 70-7263.
	4(a)(32)*	Fortieth Supplemental Indenture of JCP&L, dated June 14, 1988 — Incorporated by reference to Exhibit A-1(ff), Certificate Pursuant to Rule 24, SEC File No. 70-7603.
	4(a)(33)*	Forty-first Supplemental Indenture of JCP&L, dated April 1, 1989 — Incorporated by reference to Exhibit A-1(gg), Certificate Pursuant to Rule 24, SEC File No. 70-7603.
	4(a)(34)*	Forty-second Supplemental Indenture of JCP&L, dated July 1, 1989 — Incorporated by reference to Exhibit A-1(hh), Certificate Pursuant to Rule 24, SEC File No. 70-7603.
	4(a)(35)*	Forty-third Supplemental Indenture of JCP&L, dated March 1, 1991 — Incorporated by reference to Exhibit 4-A-35, Registration No. 33-45314.
	4(a)(36)*	Forty-fourth Supplemental Indenture of JCP&L, dated March 1, 1992 — Incorporated by reference to Exhibit 4-A-36, Registration No. 33-49405.
	4(a)(37)*	Forty-fifth Supplemental Indenture of JCP&L, dated October 1, 1992 — Incorporated by reference to Exhibit 4-A-37, Registration No. 33-49405.
	4(a)(38)*	Forty-sixth Supplemental Indenture of JCP&L, dated April 1, 1993 — Incorporated by reference to Exhibit C-15, 1992 Annual Report of GPU on Form U5S, SEC File No. 30-126.

II-3

Exhibit No.		Description
	4(a)(39)*	Forty-seventh Supplemental Indenture of JCP&L, dated April 10, 1993 — Incorporated by reference to Exhibit C-16, 1992 Annual Report of GPU on Form U5S, SEC File No. 30-126.
	4(a)(40)*	Forty-eighth Supplemental Indenture of JCP&L, dated April 15, 1993 — Incorporated by reference to Exhibit C-17, 1992 Annual Report of GPU on Form U5S, SEC File No. 30-126.
	4(a)(41)*	Forty-ninth Supplemental Indenture of JCP&L, dated October 1, 1993 — Incorporated by reference to Exhibit C-18, 1993 Annual Report of GPU on Form U5S, SEC File No. 30-126.
	4(a)(42)*	Fiftieth Supplemental Indenture of JCP&L, dated August 1, 1994 — Incorporated by reference to Exhibit C-19, 1994 Annual Report of GPU on Form U5S, SEC File No. 30-126.
	4(a)(43)*	Fifty-first Supplemental Indenture of JCP&L, dated August 15, 1996 — Incorporated by reference to Exhibit 4-A-43, 1996 Annual Report on Form 10-K, SEC File No. 1-6047.
	4(a)(44)*	Fifty-second Supplemental Indenture of JCP&L, dated July 1, 1999 — Incorporated by reference to Exhibit 4-B-44, Registration No. 333-88783.
	4(a)(45)*	Fifty-third Supplemental Indenture of JCP&L, dated November 1, 1999 — Incorporated by reference to Exhibit 4-A-45, 1999 Annual Report on Form 10-K, SEC File No. 1-3141.
	4(a)(46)*	Subordinated Debenture Indenture of JCP&L, dated May 1, 1995 — Incorporated by reference to Exhibit A-8(a), Certificate Pursuant to Rule 24, SEC File No. 70-8495.
	4(a)(47)*	Fifty-fourth Supplemental Indenture of JCP&L, dated November 7, 2001 — Incorporated by reference to Exhibit 4-A-47, 2001 Annual Report on Form 10-K, SEC File No. 1-3141.
	4(a)(48)	Fifty-fifth Supplemental Indenture of JCP&L, dated as of April 1, 2004.
	4(b)	Registration Rights Agreement, dated as of April 23, 2004, among Jersey Central Power & Light Company, Barclays Capital Inc. and UBS Securities LLC, as representatives of the Initial Purchasers (as defined therein).
	4(c)*	Senior Note Indenture dated as of July 1, 1999, between JCP&L and The Bank of New York, as successor trustee to United States Trust Company of New York. — Incorporated by reference to Exhibit 4-A, Registration No. 333-78717.
	4(d)	Form of Exchange Note due 2016.
	5(a)**	Opinion of Thelen Reid & Priest LLP.
	5(b)**	Opinion of Akin Gump Strauss Hauer & Feld LLP.
	12	Statement of computation of ratio of earnings to fixed charges of Jersey Central Power & Light Company.
	15	Letter of PricewaterhouseCoopers LLP re: unaudited interim financial information.
	23(a)**	Consent of Thelen Reid & Priest LLP (included in Exhibit 5(a)).
	23(b)**	Consent of Akin Gump Strauss Hauer & Feld LLP (included in Exhibit 5(b)).
	23(c)	Consent of PricewaterhouseCoopers LLP.
	24	Power of Attorney (See Signature Page).
	25	Form T-1 Statement of Eligibility of The Bank of New York to act as Trustee under the Senior Note Indenture.
	99(a)	Form of Letter of Transmittal.
	99(b)	Form of Notice of Guaranteed Delivery.
	99(c)	Form of Letter to Registered Holders and/or DTC Participants.

*    Incorporated by reference herein as indicated.

** To be filed by amendment.

(b)  Financial Statement Schedules.

None.

II-4

Item 22. Undertakings

      The undersigned Registrant hereby undertakes:

      (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

      (i) To include any prospectus required by section 10(a)(3) of the Securities Act;

      (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

      (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

      (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

      (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

      The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

      Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such officer, director or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

      The undersigned Registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this Form S-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

II-5

POWER OF ATTORNEY

      Each of the undersigned directors and officers of Jersey Central Power & Light Company, the Registrant, individually as such director and/or officer, hereby makes, constitutes and appoints A.J. Alexander, L.L. Vespoli, D.W. Whitehead and L. F. Torres, and each of them severally, as his true and lawful attorney-in-fact and agent to execute in his name, place and stead, in any and all capacities, and to file with the Securities and Exchange Commission, this registration statement and any and all amendments, including post-effective amendments, to this registration statement pursuant to the above undertaking, which amendment may make such other changes in the registration statement as the Registrant deems appropriate.

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Morristown, State of New Jersey, on the 16th day of September, 2004.

JERSEY CENTRAL POWER & LIGHT COMPANY

By  /s/ STEPHEN E. MORGAN

Stephen E. Morgan

President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ STEPHEN E. MORGAN Stephen E. Morgan	President and Director (Principal Executive Officer)	September 16, 2004
/s/ RICHARD H. MARSH Richard H. Marsh	Senior Vice President, Chief Financial Officer and Director (Principal Financial Officer)	September 16, 2004
/s/ HARVEY L. WAGNER Harvey L. Wagner	Vice President and Controller (Principal Accounting Officer)	September 16, 2004
/s/ LEILA L. VESPOLI Leila L. Vespoli	Senior Vice President, General Counsel and Director	September 16, 2004

II-6 EX-4.A.48 2 l09554aexv4waw48.htm EXHIBIT 4(A)(48) FIFTY-FIFTH SUPPLEMENTAL INDENTURE

Exhibit 4(a)(48)

Executed in 30 Counterparts of which

this is Counterpart No.                    

MORTGAGE

JERSEY CENTRAL POWER & LIGHT COMPANY

to

THE BANK OF NEW YORK,

Successor Trustee

FIFTY-FIFTH SUPPLEMENTAL INDENTURE

FIRST MORTGAGE BONDS,

DESIGNATED SENIOR NOTE SERIES F BONDS

Dated as of April 1, 2004

This instrument prepared by:

Marc B. Lasky, Esq.

Table of Contents

	Page
PARTIES		1
RECITALS		1
GRANT		5
EXCEPTED PROPERTY		5
GENERAL SUBJECT CLAUSES		5
Article I CONCERNING THE TRUSTEE.		6
Section 1.01 Acceptance by Trustee of Property in Trust		6
Section 1.02 Recitals by Company		6
Article II CREATION, DESCRIPTION AND FORM OF THE SENIOR NOTE SERIES F BONDS		6
Section 2.01 Creation of Senior Note Series F Bonds		6
Section 2.02 Unlimited Principal Amount of Senior Note Series F Bonds Issuable		6
Section 2.03 Dating, Maturity and Payment of Principal and Interest of Senior Note Series F Bonds		7
Section 2.04 Payment on New Senior Notes Sufficient		8
Section 2.05 Registered in Name of the Senior Note Trustee		8
Section 2.06 Senior Note Series F Bonds Not Transferable		8
Section 2.07 Redemption Provisions.		9
Section 2.08 Redemption on Demand of Senior Note Trustee		9
Section 2.09 Senior Note Series F Bonds as ‘Related Senior Note First Mortgage Bonds’		9
Section 2.10 Surrender of Senior Note Series F Bonds		9
Section 2.11 Discharge From and After Release Date		10
Section 2.12 Form of Senior Note Series F Bonds		10
Article III MISCELLANEOUS		17
Section 3.01 Meaning of Certain Terms		17
Section 3.02 Original Indenture and Supplemental Indentures Ratified and Confirmed		17
Section 3.03 Execution in Counterparts		17

i

	Page
TESTIMONIUM		18
SIGNATURES AND SEALS		18
ACKNOWLEDGMENTS		20
CERTIFICATE OF RESIDENCE		24

ii

MORTGAGE

     FIFTY-FIFTH SUPPLEMENTAL INDENTURE, dated as of the 1st day of April, 2004, made and entered into by and between JERSEY CENTRAL POWER & LIGHT COMPANY, a corporation organized and existing under the laws of the State of New Jersey (hereinafter called the “Company”), party of the first part, and THE BANK OF NEW YORK, a banking corporation of the State of New York, with its principal corporate trust office at 101 Barclay Street, New York, New York, 10286, as Successor Trustee under the Original Indenture hereinafter mentioned (the Successor Trustee being hereinafter sometimes called “Trustee”), party of the second part.

     WHEREAS, the Company has heretofore executed and delivered to City Bank Farmers Trust Company an Indenture dated as of March 1, 1946 (hereinafter called the “Original Indenture”), to secure the principal of and the interest and premium (if any) on all bonds at any time issued and outstanding thereunder, to declare the terms and conditions upon which bonds are to be issued thereunder and to subject to the lien thereof certain property therein described; and

     WHEREAS, The Bank of New York is now acting as Successor Trustee under the Original Indenture and the indentures supplemental thereto hereinafter enumerated; and

     WHEREAS, the Original Indenture has heretofore been supplemented by a First Supplemental Indenture dated as of December 1, 1948, a Second Supplemental Indenture dated as of April 1, 1953, a Third Supplemental Indenture dated as of June 1, 1954, a Fourth Supplemental Indenture dated as of May 1, 1955, a Fifth Supplemental Indenture dated as of August 1, 1956, a Sixth Supplemental Indenture dated as of July 1, 1957, a Seventh Supplemental Indenture dated as of July 1, 1959, an Eighth Supplemental Indenture dated as of June 1, 1960, a Ninth Supplemental Indenture dated as of November 1, 1962, a Tenth Supplemental Indenture dated as of October 1, 1963, an Eleventh Supplemental Indenture dated as of October 1, 1964, a Twelfth Supplemental Indenture dated as of November 1, 1965, a Thirteenth Supplemental Indenture dated as of August 1, 1966, a Fourteenth Supplemental Indenture dated as of September 1, 1967, a Fifteenth Supplemental Indenture dated as of October 1, 1968, a Sixteenth Supplemental Indenture dated as of October 1, 1969, a Seventeenth Supplemental Indenture dated as of June 1, 1970, an Eighteenth Supplemental Indenture dated as of December 1, 1970, a Nineteenth Supplemental Indenture dated as of February 1, 1971, a Twentieth Supplemental Indenture dated as of November 1, 1971, a Twenty-first Supplemental Indenture dated as of August 1, 1972, a Twenty-second Supplemental Indenture dated as of August 1, 1973, a Twenty-third Supplemental Indenture dated as of October 1, 1973, a Twenty-fourth Supplemental Indenture dated as of December 1, 1973, a Twenty-fifth Supplemental Indenture dated as of November 1, 1974, a Twenty-sixth Supplemental Indenture dated as of March 1, 1975, a Twenty-seventh Supplemental Indenture dated as of July 1, 1975, a Twenty-eighth Supplemental Indenture dated as of October 1, 1975, a Twenty-ninth Supplemental Indenture dated as of February 1, 1976, a Supplemental Indenture No. 29A dated as of May 31, 1976, a Thirtieth Supplemental Indenture dated as of June 1, 1976, a Thirty-first Supplemental Indenture dated as of May 1, 1977, a Thirty-

1

second Supplemental Indenture dated as of January 20, 1978, a Thirty-third Supplemental Indenture dated as of January 1, 1979, a Thirty-fourth Supplemental Indenture dated as of June 1, 1979, a Thirty-fifth Supplemental Indenture dated as of June 15, 1979, a Thirty-sixth Supplemental Indenture dated as of October 1, 1979, a Thirty-seventh Supplemental Indenture dated as of September 1, 1984, a Thirty-eighth Supplemental Indenture dated as of July 1, 1985, a Thirty-ninth Supplemental Indenture dated as of April 1, 1988, a Fortieth Supplemental Indenture dated as of June 14, 1988, a Forty-first Supplemental Indenture dated as of April 1, 1989, a Forty-second Supplemental Indenture dated as of July 1, 1989, a Forty-third Supplemental Indenture dated as of March 1, 1991, a Forty-fourth Supplemental Indenture dated as of March 1, 1992, a Forty-fifth Supplemental Indenture dated as of October 1, 1992, a Forty-sixth Supplemental Indenture dated as of April 1, 1993, a Forty-seventh Supplemental Indenture dated as of April 10, 1993, a Forty-eighth Supplemental Indenture dated as of April 15, 1993, a Forty-ninth Supplemental Indenture dated as of October 1, 1993, a Fiftieth Supplemental Indenture dated as of August 1, 1994, a Fifty-first Supplemental Indenture dated as of August 15, 1996, a Fifty-second Supplemental Indenture dated as of July 1, 1999, a Fifty-third Supplemental Indenture dated as of November 1, 1999 and a Fifty-fourth Supplemental Indenture dated as of May 1, 2001 (hereinafter respectively called “First Supplemental Indenture,” “Second Supplemental Indenture,” “Third Supplemental Indenture,” “Fourth Supplemental Indenture,” “Fifth Supplemental Indenture,” “Sixth Supplemental Indenture,” “Seventh Supplemental Indenture,” “Eighth Supplemental Indenture,” “Ninth Supplemental Indenture,” “Tenth Supplemental Indenture,” “Eleventh Supplemental Indenture,” “Twelfth Supplemental Indenture,” “Thirteenth Supplemental Indenture,” “Fourteenth Supplemental Indenture,” “Fifteenth Supplemental Indenture,” “Sixteenth Supplemental Indenture,” “Seventeenth Supplemental Indenture,” “Eighteenth Supplemental Indenture,” “Nineteenth Supplemental Indenture,” “Twentieth Supplemental Indenture,” “Twenty-first Supplemental Indenture,” “Twenty-second Supplemental Indenture,” “Twenty-third Supplemental Indenture,” “Twenty-fourth Supplemental Indenture,” “Twenty-fifth Supplemental Indenture,” “Twenty-sixth Supplemental Indenture,” “Twenty-seventh Supplemental Indenture,” “Twenty-eighth Supplemental Indenture,” “Twenty-ninth Supplemental Indenture,” “Supplemental Indenture No. 29A,” “Thirtieth Supplemental Indenture,” “Thirty-first Supplemental Indenture,” “Thirty-second Supplemental Indenture,” “Thirty-third Supplemental Indenture,” “Thirty-fourth Supplemental Indenture,” “Thirty-fifth Supplemental Indenture,” “Thirty-sixth Supplemental Indenture,” “Thirty-seventh Supplemental Indenture,” “Thirty-eighth Supplemental Indenture,” “Thirty-ninth Supplemental Indenture,” “Fortieth Supplemental Indenture,” “Forty-first Supplemental Indenture,” “Forty-second Supplemental Indenture,” “Forty-third Supplemental Indenture,” “Forty-fourth Supplemental Indenture,” “Forty-fifth Supplemental Indenture,” “Forty-sixth Supplemental Indenture,” “Forty-seventh Supplemental Indenture,” “Forty-eighth Supplemental Indenture,” “Forty-ninth Supplemental Indenture,” “Fiftieth Supplemental Indenture,” “Fifty-first Supplemental Indenture,” “Fifty-second Supplemental Indenture,” “Fifty-third Supplemental Indenture,” and “Fifty-fourth Supplemental Indenture,” collectively called “the Supplemental Indentures”), for the purposes therein expressed; and

2

     WHEREAS, the Original Indenture has been recorded in the proper recording offices of the following counties in the State of New Jersey and the Commonwealth of Pennsylvania in Books of Mortgages at the pages respectively stated as follows:

NEW JERSEY

	Mortgage
County	Book		Page
Burlington		360	1 &c
Camden		2423	37 &c
Essex		I-103	155 &c
Hunterdon		439	284 &c
Mercer		732	280 &c
Middlesex		871	101 &c
Monmouth		1365	1 &c
Morris		Z-16	1 &c
Ocean		385	33 &c
Passaic Somerset		B-24 386	1 &c 1 &c
Sussex		394	148 &c
Union		1474	1 &c
Warren		279	191 &c
PENNSYLVANIA
Armstrong		213	421 &c
Bucks		2133	151 &c
Dauphin		N52	1 &c
Indiana		200	371 &c
Montgomery		7537	1287 &c
Northampton		1159	1 &c

; and

     WHEREAS, the Supplemental Indentures have been recorded in the proper recording offices of the appropriate counties in the State of New Jersey and the Commonwealth of Pennsylvania; and

     WHEREAS, the Original Indenture, as the same may be amended or supplemented from time to time by indentures supplemental thereto, is hereinafter referred to as “the Indenture”; and

     WHEREAS, the Company has entered into an Indenture dated as of July 1, 1999 (the “Senior Note Indenture”) with United States Trust Company of New York, as trustee, under which The Bank of New York is acting as successor trustee (the “Senior Note Trustee”), providing for the issuance of notes thereunder (the “Senior Notes”) from time to time, and pursuant to the Senior Note Indenture the Company has agreed to issue to the Senior Note Trustee, as security for the Senior Notes, a new series of bonds under the

3

Indenture at the time of authentication of each series of Senior Notes issued prior to the Release Date (as defined in the Senior Note Indenture); and

     WHEREAS, for such purposes the Company desires to issue a new series of bonds and by appropriate corporate action in conformity with the terms of the Indenture has duly determined to create a separate series of bonds, which shall be designated as “First Mortgage Bonds, Senior Note Series F” (hereinafter sometimes referred to as the “Senior Note Series F Bonds”), which said Senior Note Series F Bonds are to be substantially in the form set forth in Article II hereof with the insertion of numbers, denominations, date or dates from which interest shall accrue, maturities, interest rates (or method of determination thereof), interest payment dates and other terms as determined in accordance with the terms of the Indenture; and

     WHEREAS, the Senior Note Series F Bonds shall be issued to the Senior Note Trustee in connection with the concurrent issuance from time to time by the Company of a like aggregate principal amount of its Senior Notes (the “New Senior Notes”); and

     WHEREAS, all acts and things prescribed by law and by the certificate of incorporation and by-laws of the Company necessary to make the Senior Note Series F Bonds, when executed by the Company and authenticated by the Trustee, as in the Indenture provided, valid, binding and legal obligations of the Company, entitled in all respects to the security of the Indenture, have been performed or will have been performed prior to execution of such Senior Note Series F Bonds by the Company and authentication thereof by the Trustee; and

     WHEREAS, the Original Indenture authorizes the Company and the Trustee to enter into supplemental indentures for the purpose, among others, of conveying, transferring and assigning to the Trustee, and subjecting to the lien thereof, additional properties thereafter acquired by the Company; and

     WHEREAS, the Company desires to subject specifically to the lien of the Indenture certain property acquired by the Company since May 1, 2001; and

     WHEREAS, by the provisions of Article XVII of the Original Indenture, indentures supplemental to the Original Indenture may be executed and delivered for the purpose of setting forth the terms, provisions and form of the Senior Note Series F Bonds and supplementing the Original Indenture in a manner which is not inconsistent with the provisions thereof and does not adversely affect the interests nor modify the rights of outstanding bonds and for the other purposes therein more fully set forth; and

     WHEREAS, the Company, in the exercise of the powers and authority conferred upon and reserved to it under the provisions of the Original Indenture and pursuant to appropriate action of its Board of Directors, has fully resolved and determined to make, execute and deliver to the Trustee a Fifty-fifth Supplemental Indenture in the form hereof for the purposes herein provided; and

     WHEREAS, the Company represents that all conditions and requirements necessary to make this Fifty-fifth Supplemental Indenture, in the form and upon the terms

4

hereof, a valid, binding and legal instrument, in accordance with its terms, and for the purposes herein expressed, have been done, performed and fulfilled, and the execution and delivery hereof, in the form and upon the terms hereof, have been in all respects duly authorized.

     NOW THEREFORE, THIS FIFTY-FIFTH SUPPLEMENTAL INDENTURE WITNESSETH: That Jersey Central Power & Light Company, in consideration of the premises, and the execution and delivery by the Trustee of this Fifty-fifth Supplemental Indenture and for other good and valuable considerations, receipt of which is hereby acknowledged, has granted, bargained, sold, aliened, enfeoffed, released, conveyed, mortgaged, assigned, transferred, pledged, set over and confirmed, and by these presents does grant, bargain, sell, alien, enfeoff, release, convey, mortgage, assign, transfer, pledge, set over and confirm unto The Bank of New York, as Successor Trustee as aforesaid, and to its successors in the trust created by the Original Indenture and to its and their successors and assigns forever, all the following properties of the Company, that is to say:

FIRST

     All property additions, as defined in and by Section 1.03 of the Original Indenture, acquired by the Company on or after May 1, 2001, and prior to April 1, 2004 and now owned by the Company.

SECOND

     Also all property of the character and nature specified in the “Second,” “Third,” “Fourth,” “Fifth,” and “Sixth” subdivisions of the granting clauses of the Original Indenture.

     EXPRESSLY EXCEPTING AND EXCLUDING, HOWEVER, from this Fifty-fifth Supplemental Indenture and from the lien and operation of the Indenture, all property which, prior to the date of this Fifty-fifth Supplemental Indenture, shall have been released from the lien of, or disposed of by the Company in accordance with the provisions of the Indenture; and all the tracts or parcels of land and premises and all property of every kind and type excepted and excluded from, and not heretofore or hereby expressly subjected to, the lien of the Original Indenture by the terms thereof whether such property was owned by the Company at the date thereof or has been acquired since that date.

     SUBJECT, HOWEVER, except as otherwise expressly provided in this Fifty-fifth Supplemental Indenture, to the exceptions, reservations and matters recited in the Indenture, to the reservations, exceptions, limitations and restrictions contained in the several deeds, grants, franchises and contracts or other instruments through which the Company acquired or claims title to the aforesaid property; and subject also to existing leases, to liens on easements or rights of way for transmission or distribution line purposes, to taxes and assessments not in default, to easements for alleys, streets, highways, rights of-way and railroads that may run across or encroach upon said lands, to

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joint pole and similar agreements, to undetermined liens and charges, if any, incidental to the construction and other permissible encumbrances, as defined in the Original Indenture, and subject also to the provisions of Section 13.03 of the Original Indenture.

     In trust, nevertheless, upon the terms and trusts set forth in the Indenture.

     AND THIS FIFTY-FIFTH SUPPLEMENTAL INDENTURE FURTHER WITNESSETH: That the Company, for the considerations aforesaid, hereby covenants and agrees to and with the Trustee and its successors in the trust under the Indenture, as follows:

ARTICLE I

CONCERNING THE TRUSTEE.

     Section 1.01 Acceptance by Trustee of Property in Trust. The Trustee hereby accepts the properties hereby mortgaged and conveyed to it upon the trusts hereinbefore referred to and agrees to perform the same upon the terms and conditions set forth in the Indenture.

     Section 1.02 Recitals by Company. The Trustee shall not be responsible in any manner for or with respect to the validity or sufficiency of this Fifty-fifth Supplemental Indenture, or the due execution hereof by the Company, or for or with respect to the recitals and statements contained herein, all of which recitals and statements are made solely by the Company.

ARTICLE II

CREATION, DESCRIPTION AND FORM OF

THE SENIOR NOTE SERIES F BONDS

     Section 2.01 Creation of Senior Note Series F Bonds. The Company hereby creates a series of bonds to be issued under and secured by the Indenture, to be designated and to be distinguished from bonds of all other series by the title “First Mortgage Bonds, Senior Note Series F.”

     Section 2.02 Unlimited Principal Amount of Senior Note Series F Bonds Issuable. An unlimited principal amount of Senior Note Series F Bonds, being authenticated and delivered from time to time, may forthwith be executed by the Company and delivered to the Trustee and shall be authenticated by the Trustee and delivered (either before or after the filing or recording hereof) to or upon the order of the designated officer or officers of the Company specifying, among other things, the principal amount of the Senior Note Series F Bonds to be issued on the specified date of issuance, the numbers, denominations, date or dates from which interest shall accrue, maturities, interest rates (or method of determination thereof), interest payment dates and other terms of such Senior Note Series F Bonds, upon receipt by the Trustee of the cash, resolutions, certificates, opinions and documents required to be delivered upon the issue of bonds from time to time as provided in the Indenture.

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     Section 2.03 Dating, Maturity and Payment of Principal and Interest of Senior Note Series F Bonds. Each Senior Note Series F Bond shall be dated the date of its authentication (“issue date”) and shall bear interest from the issue date of said bond or from the most recent interest payment date to which interest has been paid or duly provided for with respect to the Senior Note Series F Bonds, except that so long as there is no existing default in the payment of interest on the Senior Note Series F Bonds, any Senior Note Series F Bond authenticated by the Trustee between the record date (as hereinafter defined) for any interest payment date for such bond and such interest payment date shall bear interest from such interest payment date; provided, however, that if and to the extent the Company shall default in payment of the interest due on such interest payment date, then any such Senior Note Series F Bond shall bear interest from the most recent interest payment date to which interest has been paid or duly provided for with respect to such Senior Note Series F Bond, or, if no interest has been paid on such Senior Note Series F Bond, then from its issue date. Each Senior Note Series F Bond shall be payable on its respective maturity date in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts, and shall bear interest payable in like coin or currency, (i) at the interest rate specified in such Senior Note Series F Bond, or in accordance with the method for determining such rate set forth therein, payable on the interest payment dates specified pursuant to Section 2.02 hereof, and on the maturity date, according to the terms of such Senior Note Series F Bond or on prior redemption or by declaration or otherwise, commencing with the interest payment date first following the issue date of said bond; provided, however, if the issue date of a Senior Note Series F Bond is between the record date for an interest payment date and the interest payment date, interest payments on said bond will commence on the second interest payment date following the issue date, and (ii) at the highest rate of interest borne by any of the bonds outstanding under the Indenture from such date of maturity until they shall be paid or payment thereof shall have been duly provided for, and (to the extent that payment of such interest is enforceable under applicable law) interest on any overdue installment of interest shall be payable at the highest rate of interest borne by any of the bonds outstanding under the Indenture. Principal of and interest on the Senior Note Series F Bonds shall be payable at the office or agency of the Company in the Borough of Manhattan, The City of New York.

     The person in whose name any Senior Note Series F Bond is registered at the close of business on any record date (as hereinafter defined) with respect to any interest payment date shall be entitled to receive the interest payable on such interest payment date (except that in case of any redemption of any Senior Note Series F Bond as provided for herein on a date subsequent to the record date and prior to such interest payment date, interest on such redeemed bonds shall be payable only to the date fixed for redemption thereof and only against surrender of such bond for redemption in accordance with the notice of such redemption) notwithstanding the cancellation of any such Senior Note Series F Bond upon any registration of transfer or exchange subsequent to the record date and prior to such interest payment date; provided, however, that if, and to the extent, the Company shall default in the payment of the interest due on any interest payment date, such defaulted interest shall be paid to the person in whose name such outstanding Senior Note Series F Bond is registered on the day immediately preceding the date of payment of such defaulted interest or, at the election of the Company, on a subsequent record date

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established by notice given by mail by or on behalf of the Company to the holder of such Senior Note Series F Bond not less than fifteen days preceding such subsequent record date.

     Unless otherwise specified in the written order of the Company delivered pursuant to Section 4.07(a) of the Original Indenture with respect to any Senior Note Series F Bond, the term “record date” shall mean, with respect to any regular interest payment date, the close of business on the 15th day of the calendar month next preceding such interest payment date or, in the case of defaulted interest, the close of business on any subsequent record date established as provided above.

     Section 2.04 Payment on New Senior Notes Sufficient. Upon any payment of the principal of, premium, if any, and interest on, all or any portion of the New Senior Notes referred to in the form of any Senior Note Series F Bond, whether at maturity or prior to maturity by redemption or otherwise or upon provision for the payment thereof having been made in accordance with Section 5.01(a) of the Senior Note Indenture, such Senior Note Series F Bond in a principal amount equal to the principal amount of such New Senior Notes shall, to the extent of such payment of principal, premium, if any, and interest, be deemed paid and the obligation of the Company thereunder to make such payment shall be discharged to such extent and, in the case of the payment of principal (and premium, if any), such Senior Note Series F Bond in a principal amount equal to the related New Senior Notes shall be surrendered to the Company for cancellation as provided in Section 4.06 of the Senior Note Indenture. The Trustee may at any time and all times conclusively assume that the obligation of the Company to make payments with respect to the principal of and premium, if any, and interest on any Senior Note Series F Bond, so far as such payments at the time have become due, has been fully satisfied and discharged pursuant to the foregoing sentence unless and until the Trustee shall have received a written notice from the Senior Note Trustee signed by one of its officers stating (i) that timely payment of principal of, or premium or interest on, the New Senior Notes referred to in the form of such Senior Note Series F Bond has not been so made, (ii) that the Company is in arrears as to the payments required to be made by it to the Senior Note Trustee pursuant to the Senior Note Indenture, and (iii) the amount of the arrearage.

     Section 2.05 Registered in Name of the Senior Note Trustee. Each Senior Note Series F Bond is to be issued to and registered in the name of The Bank of New York, as the Senior Note Trustee, or a successor trustee thereto, under the Senior Note Indenture to secure any and all obligations of the Company under the New Senior Notes referred to in the form of any Senior Note Series F Bond and any other series of Senior Notes from time to time outstanding under the Senior Note Indenture.

     Section 2.06 Senior Note Series F Bonds Not Transferable. Except (i) as required to effect an assignment to a successor Trustee under the Senior Note Indenture, (ii) pursuant to Section 4.03 or Section 4.06 of the Senior Note Indenture, or (iii) in compliance with a final order of a court of competent jurisdiction in connection with any bankruptcy or reorganization proceeding of the Company, the Senior Note Series F Bonds are not transferable. The Senior Note Series F Bonds shall be exchangeable for other registered bonds of the same series and for the same aggregate principal amount, in

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the manner and upon the conditions prescribed in the Indenture, upon the surrender of such bonds at the office or agency of the Company in the Borough of Manhattan, The City of New York. The Company covenants and agrees that, notwithstanding Section 2.03 of the Indenture, it will not charge any sum for or in connection with any exchange or transfer of any Senior Note Series F Bond.

     Section 2.07 Redemption Provisions.

          (a) Senior Note Series F Bonds shall not be redeemed except (i) as set forth in Section 2.08 hereof; and (ii) by the surrender thereof by the Senior Note Trustee to the Trustee for cancellation at a redemption price of zero upon redemption of all other series of bonds pursuant to Section 8.08 of the Indenture.

          (b) In the event the Company redeems any New Senior Notes referred to in the form of any Senior Note Series F Bond prior to maturity in accordance with the provisions of the Senior Note Indenture, the Senior Note Trustee shall on the same date deliver to the Company such Senior Note Series F Bond for cancellation of a principal amount thereof corresponding to such New Senior Notes so redeemed, as provided in Section 4.06 of the Senior Note Indenture.

          (c) Senior Note Series F Bonds are not redeemable by the operation of the improvement fund pursuant to Section 5.22 and Section 9.06 of the Indenture or otherwise or by operation of the maintenance and replacement provisions of Section 5.07 and Section 9.06 of the Indenture or otherwise or with the proceeds of released property pursuant to Section 9.06 of the Indenture or otherwise.

     Section 2.08 Redemption on Demand of Senior Note Trustee. The Senior Note Series F Bonds shall be immediately redeemed at a redemption price of 100% of the principal amount thereof, plus interest accrued to the redemption date, in whole, upon a written demand for redemption by the Senior Note Trustee stating that the principal of all Senior Notes then outstanding under the Senior Note Indenture has been declared to be immediately due and payable pursuant to the provisions of the first sentence of Section 8.01(a) thereof.

     Section 2.09 Senior Note Series F Bonds as ‘Related Senior Note First Mortgage Bonds’. For purposes of Section 4.07 of the Senior Note Indenture, each Senior Note Series F Bond shall be deemed to be the “Related Senior Note First Mortgage Bond” in respect of the New Senior Notes issued concurrently therewith and referred to in the form of such Senior Note Series F Bond.

     Section 2.10 Surrender of Senior Note Series F Bonds. At any time a New Senior Note shall cease to be entitled to any lien, benefit or security under the Senior Note Indenture pursuant to Section 5.01(b) thereof and the Company shall have provided the Senior Note Trustee with notice thereof, the Senior Note Trustee shall surrender an equal principal amount of the Related Senior Note First Mortgage Bonds, subject to the limitations of Section 4.06 of the Senior Note Indenture, to the Company for cancellation.

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     Section 2.11 Discharge From and After Release Date. As provided in Section 4.09 of the Senior Note Indenture, from and after the Release Date, the obligations of the Company with respect to the Senior Note Series F Bonds shall be deemed to be satisfied and discharged, the Senior Note Series F Bonds shall cease to secure in any manner any Senior Notes outstanding under the Senior Note Indenture, and, pursuant to Section 4.06 of the Senior Note Indenture, the Senior Note Trustee shall forthwith deliver the Senior Note Series F Bonds to the Company for cancellation.

     Section 2.12 Form of Senior Note Series F Bonds. Unless otherwise specified in the written order of the Company delivered pursuant to Section 4.07(a) of the Original Indenture with respect to any Senior Note Series F Bonds, the form of the Senior Note Series F Bonds and the Trustee’s authentication certificate to be endorsed thereon shall be substantially as follows, the maturity date or dates, denominations, interest rates (or method of determination thereof), interest payment dates and other terms thereof to be appropriately inserted as provided in Section 2.01 of the Original Indenture.

[FORM OF SENIOR NOTE SERIES F BONDS]

JERSEY CENTRAL POWER & LIGHT COMPANY

FIRST MORTGAGE BOND, SENIOR NOTE SERIES F

$300,000,000 No. 1

Issue Date	Interest Rate			Maturity Date
April 23, 2004		5.625	%	May 1, 2016

Interest Payment Dates: May 1 and November 1, commencing November 1, 2004

     JERSEY CENTRAL POWER & LIGHT COMPANY, a corporation organized and existing under the laws of the State of New Jersey (hereinafter called the “Company”), for value received, hereby promises to pay to The Bank of New York, as successor Trustee under the Company’s Indenture dated as of July 1, 1999, or registered assigns, THREE HUNDRED MILLION DOLLARS on the Maturity Date specified above, unless this Bond shall have been duly called for previous redemption in whole or in part and payment of the redemption price shall have been duly made or provided for, at the office or agency of the Company in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay to the registered holder hereof interest thereon, at said office or agency, in like coin or currency, from the Issue Date specified above, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, until said principal sum has been paid or provided for, at the Interest Rate per annum specified above, on the Interest Payment Dates specified above and on the maturity date specified above; provided, however, if the Issue Date is between the record date for an Interest Payment Date and the Interest Payment Date, interest payments will commence on the second Interest Payment Date following the Issue Date; and, to the extent permitted by law, to pay interest on overdue

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interest at the highest rate of interest borne by any of the bonds outstanding under the Mortgage hereinafter mentioned.

     This bond is one of an issue of bonds of the Company (hereinafter referred to as the “bonds”), not limited in principal amount except as provided in the Mortgage hereinafter mentioned, which may mature at different times, may bear interest at different rates, and may otherwise vary as in the Mortgage hereinafter mentioned provided, and is one of a series known as its First Mortgage Bonds, Senior Note Series F (herein called the “Senior Note Series F Bonds”), all bonds issued and to be issued under and equally and ratably secured (except insofar as any sinking fund or analogous fund, established in accordance with the provisions of the Mortgage hereinafter mentioned, may afford additional security for the bonds of any particular series) by an Indenture, dated as of March 1, 1946, executed by the Company to City Bank Farmers Trust Company, Trustee (herein, together with any indentures supplemental thereto, including, but not by way of limitation, the Fifty-fifth Supplemental Indenture, dated as of April 1, 2004, called the “Mortgage”), under which The Bank of New York is Successor Trustee (herein called the “Trustee”), to which Mortgage reference is made for a description of the property mortgaged and pledged, the nature and extent of the security, the rights and limitations of rights of the holders of the bonds and of the Company in respect thereof, the rights, duties and immunities of the Trustee, and the terms and conditions upon which the bonds are, and are to be, issued and secured. The Senior Note Series F Bonds are described in the Fifty-fifth Supplemental Indenture dated as of April 1, 2004 between the Company and the Trustee (the “Fifty-fifth Supplemental Indenture”).

     Under an Indenture dated as of July 1, 1999 (hereinafter sometimes referred to as the “Senior Note Indenture”), between the Company and United States Trust Company of New York, as trustee, under which The Bank of New York is acting as successor trustee (hereinafter sometimes called the “Senior Note Trustee”), the Company will issue, concurrently with the issuance of this bond, an issue of notes under the Senior Note Indenture entitled 5.625% Senior Notes due 2016 (the “New Senior Notes”). Pursuant to Article IV of the Senior Note Indenture, this bond is issued to the Senior Note Trustee to secure any and all obligations of the Company under the New Senior Notes and any other series of senior notes from time to time outstanding under the Senior Note Indenture. Payment of principal of, or premium, if any, or interest on, the New Senior Notes shall constitute payments on this bond as further provided herein and in the Fifty-fifth Supplemental Indenture.

     As provided in Section 4.09 of the Senior Note Indenture, from and after the Release Date (as defined in the Senior Note Indenture), the obligations of the Company with respect to this bond shall be deemed to be satisfied and discharged, this bond shall cease to secure in any manner any senior notes outstanding under the Senior Note Indenture, and, pursuant to Section 4.06 of the Senior Note Indenture, the Senior Note Trustee shall forthwith deliver this bond to the Company for cancellation.

     Upon any payment of the principal of, premium, if any, and interest on, all or any portion of the New Senior Notes, whether at maturity or prior to maturity by redemption or otherwise or upon provision for the payment thereof having been made in accordance

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with Section 5.01(a) of the Senior Note Indenture, such Senior Note Series F Bond in a principal amount equal to the principal amount of such New Senior Notes to the extent of such payment of principal, premium, if any, and interest, be deemed paid and the obligation of the Company thereunder to make such payment shall be discharged to such extent and, in the case of the payment of principal (and premium, if any), such Senior Note Series F Bond in principal amount equal to the related New Senior Notes shall be surrendered to the Company for cancellation as provided in Section 4.06 of the Senior Note Indenture. The Trustee may at anytime and all times conclusively assume that the obligation of the Company to make payments with respect to the principal of and premium, if any, and interest on any Senior Note Series F Bond, so far as such payments at the time have become due, has been fully satisfied and discharged pursuant to the foregoing sentence unless and until the Trustee shall have received a written notice from the Senior Note Trustee signed by one of its officers stating (i) that timely payment of principal of, or premium or interest on, the New Senior Notes referred to above has not been made, (ii) that the Company is in arrears as to the payments required to be made by it to the Senior Note Trustee pursuant to the Senior Note Indenture, and (iii) the amount of the arrearage.

     For purposes of Section 4.07 of the Senior Note Indenture, this bond shall be deemed to be the “Related Senior Note First Mortgage Bonds” in respect of the New Senior Notes issued concurrently therewith and referred to above.

     The Mortgage contains provisions permitting the holders of not less than seventy-five per centum (75%) in principal amount of all the bonds at the time outstanding, determined and evidenced as provided in the Mortgage, or in case the rights under the Mortgage of the holders of bonds of one or more, but less than all, of the series of bonds outstanding shall be affected, the holders of not less than seventy-five per centum (75%) in principal amount of the outstanding bonds of such one or more series affected, except that if any such action would affect the bonds of two or more series, the holders of not less than seventy-five per centum (75%) in principal amount of outstanding bonds of such two or more series, which need not include seventy-five per centum (75%) in principal amount of outstanding bonds of each of such series, determined and evidenced as provided in the Mortgage, on behalf of the holders of all the bonds, to waive any past default under the Mortgage and its consequences except a completed default, as defined in the Mortgage, in respect of the payment of the principal of or interest on any bond or except a default arising from the creation of any lien ranking prior to or equal with the lien of the Mortgage on any of the mortgaged property, subject to the condition that, in case the rights of the holders of less than all of the series of bonds outstanding shall be affected, no waiver of any past default or its consequences shall be effective unless approved by the holders of not less than a majority of all the bonds at the time outstanding. The Mortgage also contains provisions permitting the Company and the Trustee, with the consent of the holders of not less than seventy-five per centum (75%) in principal amount of all the bonds at the time outstanding, determined and evidenced as provided in the Mortgage, or in case the rights under the Mortgage of the holders of bonds of one or more, but less than all, of the series of bonds outstanding shall be affected, then with the consent of the holders of not less than seventy-five per centum (75%) in principal amount of the outstanding bonds of such one or more series affected,

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except that if any such action would affect the bonds of two or more series, the holders of not less than seventy-five per centum (75%) in principal amount of outstanding bonds of such two or more series, which need not include seventy-five per centum (75%) in principal amount of outstanding bonds of each of such series, determined and evidenced as provided in the Mortgage, to execute supplemental indentures adding any provisions to or changing in any manner or eliminating any of the provisions of the Mortgage or modifying in any manner the rights of the holders of the bonds and coupons thereunto appertaining; provided, however, that no such supplemental indenture shall (i) extend the fixed maturity of any bonds, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof, or, subject to the provisions of the Mortgage, limit the right of a bondholder to institute suit for the enforcement of payment of principal or interest in accordance with the terms of the bonds, without the consent of the holder of each bond so affected, or (ii) reduce the aforesaid percentage of bonds, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all bonds then outstanding, or (iii) permit the creation of any lien ranking prior to or equal with the lien of the Mortgage on any of the mortgaged property without the consent of the holders of all bonds then outstanding, or (iv) deprive the holder of any outstanding bond of the lien of the Mortgage on any of the mortgaged property. Any such waiver or consent by the holder of this bond (unless effectively revoked as provided in the Mortgage) shall be conclusive and binding upon such holder and upon all future holders of this bond, irrespective of whether or not any notation of such waiver or consent is made upon this bond.

     No reference herein to the Mortgage and no provision of this bond or of the Mortgage shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this bond at the time and place and at the rate and in the coin or currency herein prescribed.

     The Senior Note Series F Bonds are issuable only in fully registered form and in denominations of $1,000 or any higher integral multiple of $1,000.

     Senior Note Series F Bonds shall not be redeemed except as set forth below and except by the surrender thereof by the Senior Note Trustee to the Trustee for cancellation at a redemption price of zero upon redemption of all other series of bonds pursuant to Section 8.08 of the Mortgage. In the event the Company redeems any New Senior Notes referred to above prior to maturity in accordance with the provisions of the Senior Note Indenture, the Senior Note Trustee shall on the same date deliver to the Company this Senior Note Series F Bond for cancellation of a principal amount thereof corresponding to the New Senior Notes so redeemed, as provided in Section 4.06 of the Senior Note Indenture. Senior Note Series F Bonds are not redeemable by the operation of the improvement fund pursuant to Section 5.22 and Section 9.06 of the Indenture or otherwise or by operation of the maintenance and replacement provisions of Section 5.07 and Section 9.06 of the Indenture or otherwise or with the proceeds of released property pursuant to Section 9.06 of the Indenture or otherwise.

     The Senior Note Series F Bonds shall be immediately redeemed at a redemption price of 100% of the principal amount thereof, plus interest accrued to the redemption

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date, in whole, upon a written demand for redemption by the Senior Note Trustee stating that the principal of all Senior Notes then outstanding under the Senior Note Indenture have been declared to be immediately due and payable pursuant to the provisions of the first sentence of Section 8.01(a) thereof.

     The Mortgage provides that if the Company shall deposit with the Trustee in trust for the purpose funds sufficient to pay the principal of all of the bonds of any series, or such of the bonds of any series as have been or are to be called for redemption, and premium, if any, thereon, and all interest payable on such bonds to the date on which they become due and payable, at maturity or upon redemption or otherwise, and complies with the other provisions of the Mortgage in respect thereof, then from the date of such deposit such bonds shall no longer be secured by the lien of the Mortgage.

     The principal hereof may be declared or may become due prior to the express date of the maturity hereof on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a completed default as in the Mortgage provided.

     This bond is not transferable except (i) as required to effect an assignment to a successor Trustee under the Senior Note Indenture, (ii) pursuant to Section 4.03 or Section 4.06 of the Senior Note Indenture, or (iii) in compliance with a final order of a court of competent jurisdiction in connection with any bankruptcy or reorganization proceeding of the Company. This bond shall be exchangeable for other registered bonds of the same series and for the same aggregate principal amount, in the manner and upon the conditions prescribed in the Mortgage, upon the surrender of such bonds at the office or agency of the Company in the Borough of Manhattan, The City of New York. However, notwithstanding the provisions of Section 2.03 of the Mortgage, no charge shall be made upon any registration of transfer or exchange of bonds of said series. The Company and the Trustee, any paying agent and any bond registrar may deem and treat the person in whose name this bond is registered as the absolute owner hereof, whether or not this bond shall be overdue, for the purpose of receiving payment and for all other purposes and neither the Company nor the Trustee nor any paying agent nor any bond registrar shall be affected by any notice to the contrary.

     No recourse under or upon any obligation, covenant or agreement contained in the Mortgage, or in any bond or coupon thereby secured, or because of any indebtedness thereby secured, shall be had against any incorporator, or against any past, present or future stockholder, officer or director, as such, of the Company or of any successor corporation, either directly or through the Company or any successor corporation under any rule of law, statute or constitution, or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise; it being expressly agreed and understood that the Mortgage, and the obligations thereby secured, are solely corporate obligations, and that no personal liability whatever shall attach to, or be incurred by, such incorporators, stockholders, officers or directors, as such, of the Company or of any successor corporation, or any of them because of the incurring of the indebtedness thereby authorized or under or by reason of any of the obligations, covenants or agreements contained in the Mortgage or in any of the bonds or coupons thereby secured, or implied therefrom.

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     This bond shall not become valid or obligatory for any purpose until THE BANK OF NEW YORK, the Trustee under the Mortgage, or its successor thereunder, shall have signed the certificate of authentication endorsed hereon.

15

     IN WITNESS WHEREOF, JERSEY CENTRAL POWER & LIGHT COMPANY has caused this bond to be signed in its name by the manual or facsimile signature of its President or one of its Vice Presidents and its corporate seal, or a facsimile thereof, to be affixed hereto and attested by the manual or facsimile signature of its Secretary or one of its Assistant Secretaries.

Dated:

JERSEY CENTRAL POWER & LIGHT COMPANY
By:
	(Vice) President

Attest:

(Corporate) Secretary

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[FORM OF TRUSTEE’S CERTIFICATE]

TRUSTEE’S AUTHENTICATION CERTIFICATE

     This bond is one of the bonds of the series herein designated, provided for in the within mentioned Mortgage.

THE BANK OF NEW YORK
By:
	Authorized Officer

[END OF FORM OF SENIOR NOTE SERIES F BOND]

ARTICLE III

MISCELLANEOUS

     Section 3.01 Meaning of Certain Terms. For all purposes hereof, except as the context may otherwise require, (a) all terms contained herein shall have the meanings given such terms in, and (b) all references herein to sections of the Original Indenture shall be deemed to be to such sections of, the Original Indenture as the same heretofore has been or hereafter may be amended by an indenture or indentures supplemental thereto.

     Section 3.02 Original Indenture and Supplemental Indentures Ratified and Confirmed. As amended and supplemented by the aforesaid indentures supplemental thereto and by this Fifty-fifth Supplemental Indenture, the Original Indenture is in all respects ratified and confirmed and the Original Indenture and the aforesaid indentures supplemental thereto and this Fifty-fifth Supplemental Indenture shall be read, taken and construed as one and the same instrument.

     Section 3.03 Execution in Counterparts. This Fifty-fifth Supplemental Indenture shall be simultaneously executed in several counterparts, and all such counterparts executed and delivered, each as an original, shall constitute but one and the same instrument.

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     IN WITNESS WHEREOF, JERSEY CENTRAL POWER & LIGHT COMPANY, party of the first part, has caused this instrument to be signed in its name and behalf by its President or a Vice President, and its corporate seal to be hereunto affixed and attested by its Secretary or an Assistant Secretary and The Bank of New York, as Successor Trustee as aforesaid, the party of the second part, in token of its acceptance of the trust hereby created, has caused this instrument to be signed in its name and behalf by an Authorized Officer and its corporate seal to be hereunto affixed and attested by an Authorized Officer, all as of the day and year first above written.

JERSEY CENTRAL POWER & LIGHT COMPANY
By:
	Richard H. Marsh
	Senior Vice President and Chief Financial Officer

ATTEST:

David W. Whitehead
Corporate Secretary

Signed, sealed and delivered by

JERSEY CENTRAL POWER & LIGHT COMPANY
in the presence of:

Ermal Fatusha

James G. Smith

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THE BANK OF NEW YORK As Successor Trustee as aforesaid
By:
	Patricia Gallagher
	Vice President

ATTEST:

Mary LaGumina
Vice President

Signed, sealed and delivered by

THE BANK OF NEW YORK
in the presence of:

Barbara Bevelaqua, Vice President

Dorothy Miller, Vice President

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STATE OF OHIO	)
	ss.:
COUNTY OF SUMMIT	)

     BE IT REMEMBERED that on this    day of April, 2004 before me, the subscriber, a notary public in and for said County and State, personally appeared David W. Whitehead, the Corporate Secretary of JERSEY CENTRAL POWER & LIGHT COMPANY, the corporation named in and which executed the foregoing instrument, who, being by me duly sworn according to law, does depose and say and make proof to my satisfaction that he resides at 28159 Red Raven Road, Pepper Pike, Ohio 44124; that he is the Corporate Secretary of JERSEY CENTRAL POWER & LIGHT COMPANY; that the seal affixed to said instrument is the corporate seal of said corporation, the same being well known to him; that it was so affixed by the order of the Board of Directors of said corporation; that Richard H. Marsh is the Senior Vice President and Chief Financial Officer of said corporation; that he saw said Richard H. Marsh as such Senior Vice President and Chief Financial Officer sign such instrument, and affix said seal thereto and deliver said instrument and heard him declare that he signed, sealed and delivered said instrument as the voluntary act and deed of said corporation by its order and by order of its Board of Directors, for the uses and purposes therein expressed; and that the said David W. Whitehead signed his name thereto at the same time as subscribing witness, and that Jersey Central Power & Light Company, the mortgagor, has received a true copy of said instrument.

Susie M. Hoisten,

Notary Public Residence Summit County

Statewide Jurisdiction Ohio

My commission expires Dec. 9, 2006

Subscribed and sworn to before me the day and year aforesaid

[NOTARIAL SEAL]

20

STATE OF NEW YORK	)
	ss.:
COUNTY OF NEW YORK	)

     BE IT REMEMBERED that on this    day of April, 2004 before me, the subscriber, a notary public in and for said County and State, personally appeared Mary LaGumina, a Vice President of THE BANK OF NEW YORK, the corporation named in and which executed the foregoing instrument, who, being by me duly sworn according to law, does depose and say and make proof to my satisfaction that she resides at 36-26 213th Street, Bayside, New York 11361; that she is a Vice President of THE BANK OF NEW YORK; that the seal affixed to said instrument is the corporate seal of said corporation, the same being well known to her; that it was so affixed by her pursuant to authority granted by the Board of Directors of said corporation; that Patricia Gallagher is a Vice President of said corporation; that she saw said Patricia Gallagher as such Vice President sign and deliver said instrument and heard her declare that she signed and delivered said instrument as the voluntary act and deed of said corporation pursuant to authority granted by its Board of Directors, for the uses and purposes therein expressed; and that the said Mary LaGumina signed her name thereto at the same time as subscribing witness.

William J. Cassels

Subscribed and sworn to before me the day and year aforesaid

[NOTARIAL SEAL]

21

STATE OF OHIO	)
	ss.:
COUNTY OF SUMMIT	)

     On this    day of April, 2004, before me came Richard H. Marsh, to me known, who, being by me duly sworn, did say that he resides at 1126 Woodhaven Boulevard, Fairlawn, Ohio 44333; that he is the Senior Vice President and Chief Financial Officer of JERSEY CENTRAL POWER & LIGHT COMPANY, one of the corporations described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that said seal was so affixed by order of the Board of Directors of said corporation; and that he signed his name to said instrument by like order.

Susie M. Hoisten,

Notary Public Residence Summit County

Statewide Jurisdiction Ohio

My commission expires Dec. 9, 2006

Subscribed and sworn to before me the day and year aforesaid

[NOTARIAL SEAL]

22

STATE OF NEW YORK	)
	ss.:
COUNTY OF NEW YORK	)

     On this    day of April, 2004, before me came Patricia Gallagher, to me known, who, being by me duly sworn, did say that she resides at 3684 Alcona Street, Seaford, New York 11783; that she is a Vice President of THE BANK OF NEW YORK, one of the corporations described in and which executed the above instrument; that she knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that said seal was so affixed by authority of the Board of Directors of said corporation; and that she signed her name to said instrument by like authority.

William J. Cassels

Subscribed and sworn to before me the day and year aforesaid

[NOTARIAL SEAL]

23

CERTIFICATE OF RESIDENCE

     The Bank of New York, Successor Trustee within named, hereby certifies that its precise residence is 101 Barclay Street, in the Borough of Manhattan, in the City of New York, in the State of New York.

THE BANK OF NEW YORK
By:
	Vice President

24

EX-4.A.48

Exhibit 4(A)(48)

EX-4.B

                                                                  EXECUTION COPY

                                                                    EXHIBIT 4(b)

================================================================================

                          REGISTRATION RIGHTS AGREEMENT

                           Dated as of April 23, 2004

                                     between

                      Jersey Central Power & Light Company,
                                    as Issuer

                                       and

                            Barclays Capital Inc. and
                               UBS Securities LLC
                  as Representatives of the Initial Purchasers

================================================================================



                          REGISTRATION RIGHTS AGREEMENT

            This Registration Rights Agreement (the "Agreement") is made and
entered into this 23rd day of April, 2004, by and between Jersey Central Power &
Light Company, a Pennsylvania corporation (the "Issuer") and Barclays Capital
Inc. and UBS Securities LLC, as representatives of the Initial Purchasers (as
defined below).

            This Agreement is made pursuant to the Purchase Agreement, dated
April 23, 2004 (the "Purchase Agreement"), between the Issuer and the Initial
Purchasers, which provides for the sale by the Issuer to the Initial Purchasers
of $300,000,000 aggregate principal amount of the Issuer's 5.625% Senior Notes
due 2016 (the "Notes"). In order to induce the Initial Purchasers to enter into
the Purchase Agreement, the Issuer has agreed to provide to the Initial
Purchasers and their direct and indirect transferees the registration rights set
forth in this Agreement. The execution and delivery of this Agreement is a
condition to the closing under the Purchase Agreement.

            In consideration of the foregoing, the parties hereto agree as
follows:

            1. Definitions. As used in this Agreement, the following capitalized
defined terms shall have the following meanings:

            "1933 Act" shall mean the Securities Act of 1933, as amended from
      time to time.

            "1934 Act" shall mean the Securities Exchange Act of 1934, as
      amended from time to time.

            "Closing Date" shall mean the Closing Time as defined in the
      Purchase Agreement.

            "Depositary" shall mean The Depository Trust Company, or any other
      depositary appointed by the Issuer, provided, however, that such
      depositary must have an address in the Borough of Manhattan, in The City
      of New York and, provided further, that if the Notes are not held in
      book-entry form, references herein to the Depositary shall be deemed to
      refer to the Holders.

            "Exchange Notes" shall mean the Issuer's [ ]% Exchange Senior Notes
      due [ ] containing terms identical the $300,000,000 aggregate principal
      amount of the Issuer's [ ]% Senior Notes due [ ] in all material respects
      (except in each case for references to certain interest rate provisions,
      restrictions on transfers and restrictive legends), to be offered to
      Holders of Notes in exchange for Registrable Notes pursuant to the
      Exchange Offer.

            "Exchange Offer" shall mean the exchange offer by the Issuer of
      Exchange Notes for Registrable Notes pursuant to Section 2.1 hereof.



            "Exchange Offer Registration" shall mean a registration under the
      1933 Act effected pursuant to Section 2.1 hereof.

            "Exchange Offer Registration Statement" shall mean an exchange offer
      registration statement on Form S-4 (or, if applicable, on another
      appropriate form), and all amendments and supplements to such registration
      statement, including the Prospectus contained therein, all exhibits
      thereto and all documents incorporated by reference therein.

            "Exchange Period" shall have the meaning set forth in Section 2.1
      hereof.

            "Holder" shall mean any beneficial owner from time to time of
      Registrable Notes (including any of the Initial Purchasers, for so long as
      it owns any Registrable Notes).

            "Indenture" shall mean the Senior Note Indenture relating to the
      Notes, dated as of July 1, 1999 among the Issuer, and The Bank of New
      York, successor to United States Trust Company of New York, as trustee, as
      the same may be amended, supplemented, waived or otherwise modified from
      time to time in accordance with the terms thereof.

            "Initial Purchasers" shall mean Barclays Capital Inc., UBS
      Securities LLC, Credit, BNY Capital Markets, Inc. and Suisse First Boston
      LLC.

            "Issuer" shall have the meaning set forth in the preamble and shall
      also include the Issuer's successors.

            "Majority Holders" shall mean the Holders of a majority of the
      aggregate principal amount of Outstanding (as defined in the Indenture)
      Registrable Notes of each series; provided that whenever the consent or
      approval of Holders of a specified percentage of Registrable Notes is
      required hereunder, Registrable Notes held by the Issuer or any Affiliate
      (as defined in the Indenture) of the Issuer shall be disregarded in
      determining whether such consent or approval was given by the Holders of
      such required percentage amount.

            "Notes" shall have the meaning set forth in the preamble to this
      Agreement.

            "Participating Broker-Dealer" shall mean Barclays Capital Inc. and
      UBS Securities LLC and any other broker-dealer which makes a market in the
      Notes and exchanges Registrable Notes in the Exchange Offer for Exchange
      Notes.

            "Person" shall mean an individual, partnership (general or limited),
      corporation, limited liability company, trust or unincorporated
      organization, or a government or agency or political subdivision thereof.

            "Prospectus" shall mean the prospectus included in a Registration
      Statement, including any preliminary prospectus, and any such prospectus
      as amended or supplemented by any prospectus supplement, including any
      such prospectus supplement with respect to the terms of the offering of
      any portion of the Registrable Notes covered by a Shelf Registration
      Statement, and by all other amendments and supplements to a

                                       2



      prospectus, including pre-effective and post-effective amendments, and in
      each case including all material incorporated by reference therein.

            "Purchase Agreement" shall have the meaning set forth in the
      preamble.

            "Registrable Notes" shall mean the Notes of any Holder; provided,
      however, that such Notes shall cease to be Registrable Notes when (i) a
      Registration Statement with respect to such Notes shall have been declared
      effective under the 1933 Act and such Notes shall have been disposed of
      pursuant to such Registration Statement, (ii) such Notes are eligible for
      resale to the public pursuant to Rule 144 (or any similar provision then
      in force, but not Rule 144A) under the 1933 Act, (iii) such Notes shall
      have ceased to be outstanding or (iv) the Exchange Offer is consummated
      (except in the case of Notes purchased from the Issuer and continued to be
      held by the Initial Purchasers).

            "Registration Expenses" shall mean any and all expenses incident to
      performance of or compliance by the Issuer with this Agreement, regardless
      of whether a Registration Statement becomes effective, including without
      limitation: (i) all SEC, stock exchange or National Association of
      Securities Dealers, Inc. (the "NASD") registration and filing fees,
      including, if applicable, the reasonable fees and expenses of any
      "qualified independent underwriter" (and its counsel) that is required to
      be retained by any Holder of Registrable Notes in accordance with the
      rules and regulations of the NASD, (ii) all reasonable fees and expenses
      incurred in connection with compliance with state securities or blue sky
      laws and compliance with the rules of the NASD (including reasonable fees
      and disbursements of counsel for any underwriters or Holders in connection
      with blue sky qualification of any of the Exchange Notes or Registrable
      Notes and any filings with the NASD), (iii) all expenses of any Persons in
      preparing or assisting in preparing, word processing, printing and
      distributing any Registration Statement, any Prospectus, any amendments or
      supplements thereto, any underwriting agreements, securities sales
      agreements and other documents relating to the performance of and
      compliance with this Agreement, (iv) all fees and expenses incurred in
      connection with the listing, if any, of any of the Registrable Notes on
      any securities exchange or exchanges, (v) all rating agency fees, (vi) the
      fees and disbursements of counsel for the Issuer and of the independent
      public accountants of the Issuer, including the expenses of any special
      audits or "cold comfort" letters required by or incident to such
      performance and compliance, (vii) the fees and expenses of the Trustee,
      and any escrow agent or custodian, (viii) the reasonable fees and expenses
      of the Initial Purchasers in connection with the Exchange Offer, including
      the reasonable fees and expenses of counsel to the Initial Purchasers in
      connection therewith, and (ix) any reasonable fees and disbursements of
      the underwriters customarily required to be paid by issuers or sellers of
      securities and the reasonable fees and expenses of any special experts
      retained by the Issuer in connection with any Registration Statement, but
      excluding underwriting discounts and commissions and transfer taxes, if
      any, relating to the sale or disposition of Registrable Notes by a Holder,
      it being understood that in no event shall the Issuer be liable for the
      fees and expenses of more than one counsel (in addition to any local
      counsel) in connection with registration pursuant to either Section 2.1 or
      2.2.

                                       3



            "Registration Statement" shall mean any registration statement of
      the Issuer which covers any of the Exchange Notes or Registrable Notes
      pursuant to the provisions of this Agreement, and all amendments and
      supplements to any such Registration Statement, including pre-effective
      and post-effective amendments, in each case including the Prospectus
      contained therein, all exhibits thereto and all material incorporated by
      reference therein.

            "SEC" shall mean the United States Securities and Exchange
      Commission or any successor agency or government body performing the
      functions currently performed by the United States Securities and Exchange
      Commission.

            "Shelf Registration" shall mean a registration effected pursuant to
      Section 2.2 hereof.

            "Shelf Registration Statement" shall mean a "shelf" registration
      statement of the Issuer pursuant to the provisions of Section 2.2 of this
      Agreement which covers all of the Registrable Notes, of each series, on an
      appropriate form under Rule 415 under the 1933 Act, or any similar rule
      that may be adopted by the SEC, and all amendments and supplements to such
      registration statement, including post-effective amendments, in each case
      including the Prospectus contained therein, all exhibits thereto and all
      material incorporated by reference therein.

            "Trustee" shall mean the trustee with respect to the Notes under the
      Indenture.

            2. Registration Under the 1933 Act.

            2.1 Exchange Offer. The Issuer shall (A) prepare and, as soon as
practicable following the Closing Date, file with the SEC an Exchange Offer
Registration Statement with respect to a proposed Exchange Offer and the
issuance and delivery to the Holders, in exchange for the Registrable Notes of
each series, a like principal amount of Exchange Notes of such series, (B) use
its reasonable best efforts to cause the Exchange Offer Registration Statement
to be declared effective under the 1933 Act not later than 180 calendar days
following the Closing Date, (C) use its reasonable best efforts to keep the
Exchange Offer Registration Statement effective until the closing of the
Exchange Offer and (D) use its reasonable best efforts to cause the Exchange
Offer to be consummated within 210 calendar days following the Closing Date. The
Exchange Notes will be issued under the Indenture. Upon the effectiveness of the
Exchange Offer Registration Statement, the Issuer shall promptly commence the
Exchange Offer, it being the objective of such Exchange Offer to enable each
Holder eligible and electing to exchange Registrable Notes for Exchange Notes
(assuming that such Holder (a) is not an affiliate of the Issuer within the
meaning of Rule 405 under the 1933 Act, (b) is not a broker-dealer tendering
Registrable Notes acquired directly from the Issuer for its own account, (c)
acquired the Exchange Notes in the ordinary course of such Holder's business and
(d) has no arrangements or understandings with any person to participate in the
Exchange Offer for the purpose of distributing the Exchange Notes) to transfer
such Exchange Notes from and after their receipt without any limitations or
restrictions under the 1933 Act and without material restrictions under the
securities laws of a majority of the several states of the United States.

                                       4



            In connection with the Exchange Offer, the Issuer shall:

            (a) mail to the Depositary a copy of the Prospectus forming part of
      the Exchange Offer Registration Statement together with an appropriate
      letter of transmittal and related documents;

            (b) use its reasonable best efforts to keep the Exchange Offer open
      for acceptance for a period of not less than 20 business days after the
      date notice thereof is mailed to the Depositary (or longer if required by
      applicable law) (such period referred to herein as the "Exchange Period");

            (c) utilize the services of the Depositary for the Exchange Offer;

            (d) permit Holders to withdraw tendered Registrable Notes at any
      time prior to 5:00 p.m. (Eastern Time) on the last business day of the
      Exchange Period, by sending to the institution specified in the notice, a
      telegram, telex, facsimile transmission or letter setting forth the name
      of such Holder, the principal, the principal amount of Registrable Notes
      delivered for exchange, and a statement that such Holder is withdrawing
      his election to have such Notes exchanged;

            (e) notify the Depositary that any Registrable Notes not tendered
      will remain outstanding and continue to accrue interest, but will not
      retain any rights under this Agreement (except in the case of the Initial
      Purchasers and Participating Broker-Dealers as provided herein); and

            (f) otherwise comply in all respects with all applicable laws
      relating to the Exchange Offer.

            As soon as practicable after the close of the Exchange Offer, the
      Issuer shall:

                  (i) accept for exchange all Registrable Notes duly tendered
            and not validly withdrawn pursuant to the Exchange Offer in
            accordance with the terms of the Exchange Offer Registration
            Statement and the letter of transmittal which shall be an exhibit
            thereto;

                  (ii) deliver to the Trustee for cancellation all Registrable
            Notes so accepted for exchange; and

                  (iii) cause the Trustee promptly to authenticate and deliver
            the respective Exchange Notes to each Holder of Registrable Notes so
            accepted for exchange in a principal amount equal to the principal
            amount of the Registrable Notes of such Holder so accepted for
            exchange.

            The Issuer shall use its reasonable best efforts to keep the
Exchange Offer Registration Statement effective and to amend and supplement the
Prospectus contained therein, in order to permit such Prospectus to be lawfully
delivered by all Participating Broker-Dealers subject to the prospectus delivery
requirements of the 1933 Act for such period of time as such Participating
Broker-Dealers must comply with such requirements in order to resell the

                                       5



Exchange Notes; provided, however, that (i) such period shall be the lesser of
90 days after the consummation of the Exchange Offer and the date on which all
Participating Broker-Dealers have sold all Exchange Notes held by them (unless
such period is extended pursuant to Section 3(k) below) and (ii) the Issuer
shall make such Prospectus, and any amendment or supplement thereto, available
to any such Participating Broker-Dealer for use in connection with any resale of
any Exchange Notes for a period of the lesser of 90 days after the consummation
of the Exchange Offer and the date on which all Participating Broker-Dealers
have sold all Exchange Notes held by them (unless such period is extended
pursuant to Section 3(k) below).

            Interest on the Exchange Notes of each series will accrue from the
most recent interest payment date to which interest has been paid on the
respective Registrable Notes surrendered in exchange therefor or, if no interest
has been paid on such Registrable Notes, from the Closing Date. The Exchange
Offer shall not be subject to any conditions, other than (i) that the Exchange
Offer, or the making of any exchange by a Holder, does not violate applicable
law or any applicable interpretation of the staff of the SEC, (ii) the due
tendering of Registrable Notes in accordance with the Exchange Offer, (iii) that
each Holder of Registrable Notes exchanged in the Exchange Offer shall have
represented (x) that all Exchange Notes to be received by it shall be acquired
in the ordinary course of its business (y) that it is not an affiliate of the
Issuer and (z) that at the time of the consummation of the Exchange Offer it
shall have no arrangement or understanding with any person to participate in the
distribution (within the meaning of the 1933 Act) of the Exchange Notes and
shall have made such other representations as may be reasonably necessary under
applicable SEC rules, regulations or interpretations to render the use of Form
S-4 or other appropriate form under the 1933 Act available and (iv) that no
action or proceeding shall have been instituted or threatened in any court or by
or before any governmental agency with respect to the Exchange Offer which, in
the judgment of the Issuer, would reasonably be expected to impair the ability
of the Issuer to proceed with the Exchange Offer. The Issuer shall inform the
Initial Purchasers of the names and addresses of the Holders to whom the
Exchange Offer is made, and the Initial Purchasers shall have the right to
contact such Holders and otherwise facilitate the tender of Registrable Notes in
the Exchange Offer. Each Holder of Registrable Notes who wishes to exchange such
Registrable Notes for Exchange Notes in the Exchange Offer will be required to
make certain customary representations in connection therewith, including
representations that (i) that all Exchange Notes to be received by it were
acquired in the ordinary course of its business, (ii) that it is not an
affiliate of the Issuer and (iii) that at the time of the consummation of the
Exchange Offer it shall have no arrangement or understanding with any person to
participate in the distribution (within the meaning of the 1933 Act) of the
Exchange Notes and shall have made such other representations as may be
reasonably necessary under applicable SEC rules, regulations or interpretations
to render the use of Form S-4 or other appropriate form under the 1933 Act
available. Each Holder hereby acknowledges and agrees that any Participating
Broker-Dealer and any such Holder using the Exchange Offer to participate in a
distribution of the Exchange Notes: (1) could not under SEC policy as in effect
on the date of this Agreement rely on the position of the SEC enunciated in
Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings
Corporation (available May 13, 1988), as interpreted in the SEC's letter to
Shearman & Sterling dated July 2, 1993, and similar no-action letters (including
any no-action letter obtained based on the representation in clause (i) above),
and (2) must comply with the registration and prospectus delivery requirements
of the 1933 Act in connection with the secondary resale transaction and that
such a secondary resale transaction should be covered by an effective
registration statement

                                       6



containing the selling security holder information required by Items 507 and
508, as applicable, of Regulation S-K, the SEC standard instructions for filing
forms under the 1933 Act, if the resales are of Exchange Notes obtained by such
Holder in exchange for Notes acquired by such Holder directly from the Issuer or
an affiliate of the Issuer.

            2.2 Shelf Registration. (i) If, because of any changes in law, SEC
rules or regulations or applicable interpretations thereof by the staff of the
SEC, the Issuer is not permitted to effect the Exchange Offer as contemplated by
Section 2.1 hereof, (ii) if for any other reason (A) the Exchange Offer
Registration Statement is not declared effective within 180 calendar days
following the Closing Date or (B) the Exchange Offer is not consummated within
210 calendar days after the Closing Date (provided that the Issuer is not then
actively pursuing such effectiveness or consummation, as the case may be), (iii)
upon the written request of the Initial Purchasers with respect to any
Registrable Notes which it acquired directly from the Issuer, (iv) upon the
written request of any Holder that either (A) is not permitted pursuant to
applicable law, SEC rules and regulations or applicable interpretations thereof
by the staff of the SEC to participate in the Exchange Offer or (B) participates
in the Exchange Offer and does not receive fully tradable Exchange Notes
pursuant to the Exchange Offer, or (v) if the Issuer so elects, then in case of
each of clauses (i) through (v) the Issuer shall, at its cost:

            (a) As promptly as practicable, file with the SEC, and thereafter
      shall use its reasonable best efforts to cause to be declared effective as
      promptly as practicable but no later than 180 calendar days after the
      Closing Date, a Shelf Registration Statement relating to the offer and
      sale of the Registrable Notes by the Holders from time to time in
      accordance with the methods of distribution elected by the Majority
      Holders participating in the Shelf Registration and set forth in such
      Shelf Registration Statement.

            (b) Use its reasonable best efforts to keep the Shelf Registration
      Statement continuously effective in order to permit the Prospectus forming
      part thereof to be usable by Holders for a period ending on the earliest
      of (i) two years from the Closing Date, (ii) the date on which the
      Registrable Notes become eligible for resale without volume limitations
      pursuant to Rule 144 under the 1933 Act, or (iii) for such shorter period
      that will terminate when all Registrable Notes of each series covered by
      the Shelf Registration Statement have been sold pursuant to the Shelf
      Registration Statement or cease to be outstanding or otherwise to be
      Registrable Notes.

            (c) Notwithstanding any other provisions hereof, use its reasonable
      best efforts to ensure that (i) any Shelf Registration Statement and any
      amendment thereto and any Prospectus forming part thereof and any
      supplement thereto complies in all material respects with the 1933 Act and
      the rules and regulations thereunder, (ii) any Shelf Registration
      Statement and any amendment thereto does not, when it becomes effective,
      contain an untrue statement of a material fact or omit to state a material
      fact required to be stated therein or necessary to make the statements
      therein not misleading and (iii) any Prospectus forming part of any Shelf
      Registration Statement, and any supplement to such Prospectus (as amended
      or supplemented from time to time), does not include an untrue statement
      of a material fact or omit to state a material fact necessary in order to
      make the statements, in light of the circumstances under which they were
      made, not misleading.

                                       7



            The Issuer further agrees, if necessary, to supplement or amend the
Shelf Registration Statement, as required by Section 3(b) below, and to furnish
to the Depositary copies of any such supplement or amendment as promptly as
reasonably practicable after its being used or filed with the SEC.

            No Holder of Registrable Notes shall be entitled to include any of
its Registrable Notes in any Shelf Registration Statement pursuant to this
Agreement unless and until such Holder agrees in writing to be bound by all of
the provisions of this Agreement applicable to such Holder and furnishes to the
Issuer in writing, within 15 days after receipt of a request therefor, such
information as the Issuer may, after conferring with counsel with regard to
information relating to Holders that would be required by the SEC to be included
in such Shelf Registration Statement or Prospectus included therein, reasonably
request for inclusion in any Shelf Registration Statement or Prospectus included
therein. Each Holder as to which any Shelf Registration is being effected agrees
promptly to furnish to the Issuer all information with respect to such Holder
necessary to make the information previously furnished to the Issuer by such
Holder not materially misleading.

            2.3 Expenses. The Issuer shall pay all Registration Expenses in
connection with the registration pursuant to Section 2.1 or 2.2. Each Holder
shall pay all underwriting discounts and commissions and transfer taxes, if any,
relating to the sale or disposition of such Holder's Registrable Notes pursuant
to the Shelf Registration Statement.

            2.4 Effectiveness. (a) The Issuer will be deemed not to have used
its reasonable best efforts to cause the Exchange Offer Registration Statement
or the Shelf Registration Statement, as the case may be, to become, or to
remain, effective during the requisite period if the Issuer voluntarily takes
any action that would, or omits to take any action which omission would, result
in any such Registration Statement not being declared effective or in the
Holders of Registrable Notes covered thereby not being able to exchange or offer
and sell such Registrable Notes during that period as and to the extent
contemplated hereby, unless such action is required by applicable law.

            (b) An Exchange Offer Registration Statement pursuant to Section 2.1
      hereof or a Shelf Registration Statement pursuant to Section 2.2 hereof
      will not be deemed to have become effective unless it has been declared
      effective by the SEC; provided, however, that if, after it has been
      declared effective, the offering of Registrable Notes pursuant to a Shelf
      Registration Statement is interfered with by any stop order, injunction or
      other order or requirement of the SEC or any other governmental agency or
      court, such Registration Statement will be deemed not to have become
      effective during the period of such interference until the offering of
      Registrable Notes pursuant to such Registration Statement may legally
      resume.

            2.5 Interest. The Notes will provide that if the Exchange Offer is
not consummated and the Shelf Registration Statement is not declared effective
on or prior to the date that is 210 days after the Closing Date, the interest
rate on the Notes will be increased by 0.25% per annum commencing on the date
that is 210 days after the Closing Date, until the Exchange Offer is consummated
or the Shelf Registration Statement is declared effective by the SEC; provided,
that in the case of a Shelf Registration Statement, if the Issuer is unable to
cause

                                       8



such Shelf Registration Statement to become effective because Holders of
Registrable Notes have not provided information with respect to themselves as
required by law to be included therein pursuant to the Issuer's request as
provided herein, such 0.25% increase in the interest rate shall be payable only
to Holders that have furnished such information required by law to be included
therein to the Issuer pursuant to its request hereunder from but excluding the
date such information is provided to the Issuer to but excluding the date the
Shelf Registration Statement is declared effective by the SEC.

            2.6 Specific Enforcement. Without limiting the remedies available to
the Initial Purchasers and the Holders, the Issuer acknowledges that any failure
by the Issuer to comply with its obligations under Sections 2.1 and 2.2 hereof
may result in material irreparable injury to the Initial Purchasers or the
Holders for which there is no adequate remedy at law, that it will not be
possible to measure damages for such injuries precisely and that, in the event
of any such failure, the Initial Purchasers or any Holder may obtain such relief
as may be required to specifically enforce the Issuer's obligations under
Sections 2.1 and 2.2 hereof.

            3. Registration Procedures. In connection with the obligations of
the Issuer with respect to Registration Statements pursuant to Sections 2.1 and
2.2 hereof, the Issuer shall:

            (a) prepare and file with the SEC a Registration Statement, within
      the relevant time period specified in Section 2, on the appropriate form
      under the 1933 Act, which form (i) shall be selected by the Issuer, (ii)
      shall in the case of a Shelf Registration, be available for the sale of
      the Registrable Notes by the selling Holders thereof, (iii) shall comply
      as to form in all material respects with the requirements of the
      applicable form and include or incorporate by reference all financial
      statements required by the SEC to be filed therewith or incorporated by
      reference therein, and (iv) shall comply in all respects with the
      requirements of Regulation S-T under the 1933 Act, and use its best
      efforts to cause such Registration Statement to become effective and
      remain effective in accordance with Section 2 hereof;

            (b) prepare and file with the SEC such amendments and post-effective
      amendments to each Registration Statement as may be necessary under
      applicable law to keep such Registration Statement effective for the
      applicable period; and cause each Prospectus to be supplemented by any
      required prospectus supplement, and as so supplemented to be filed
      pursuant to Rule 424 under the 1933 Act and comply with the provisions of
      the 1933 Act applicable to them with respect to the disposition of all
      securities covered by each Registration Statement during the applicable
      period in accordance with the intended method or methods of distribution
      by the selling Holders thereof;

            (c) in the case of a Shelf Registration, (i) notify the Depositary,
      at least five (5) business days prior to filing, that a Shelf Registration
      Statement with respect to the Registrable Notes is being filed and
      advising the Depositary that the distribution of Registrable Notes will be
      made in accordance with the method selected by the Majority Holders
      participating in the Shelf Registration; (ii) furnish to the Depositary
      and to each underwriter of an underwritten offering of Registrable Notes,
      if any, without charge, as many copies of each Prospectus, including each
      preliminary Prospectus, and any

                                       9



      amendment or supplement thereto and such other documents as the Depositary
      or underwriter may reasonably request, including financial statements and
      schedules and, if the Depositary so requests, all exhibits in order to
      facilitate the public sale or other disposition of the Registrable Notes;
      and (iii) hereby consent to the use of the Prospectus or any amendment or
      supplement thereto by each of the selling Holders of Registrable Notes in
      connection with the offering and sale of the Registrable Notes covered by
      the Prospectus or any amendment or supplement thereto;

            (d) use its best efforts to register or qualify the Registrable
      Notes under all applicable state securities or "blue sky" laws of such
      jurisdictions as any Holder of Registrable Notes covered by a Registration
      Statement and each underwriter of an underwritten offering of Registrable
      Notes shall reasonably request in writing by the time the applicable
      Registration Statement is declared effective by the SEC, and do any and
      all other acts and things which may be reasonably necessary or advisable
      to enable each such Holder and underwriter to consummate the disposition
      in each such jurisdiction of such Registrable Notes owned by such Holder;
      provided, however, that the Issuer shall not be required to (i) qualify as
      a foreign corporation or as a dealer in securities in any jurisdiction
      where it would not otherwise be required to qualify but for this Section
      3(d), or (ii) take any action which would subject it to general service of
      process or taxation in any such jurisdiction where it is not then so
      subject;

            (e) notify promptly each Holder of Registrable Notes under a Shelf
      Registration or any Participating Broker-Dealer who has notified the
      Issuer that it is utilizing the Exchange Offer Registration Statement as
      provided in paragraph (f) below, and, if requested by such Holder or
      Participating Broker-Dealer, confirm such advice in writing promptly (i)
      when a Registration Statement has become effective and when any
      post-effective amendments and supplements thereto become effective, (ii)
      of any request by the SEC or any state securities authority for
      post-effective amendments and supplements to a Registration Statement and
      Prospectus or for additional information after the Registration Statement
      has become effective, (iii) of the issuance by the SEC or any state
      securities authority of any stop order suspending the effectiveness of a
      Registration Statement or the initiation of any proceedings for that
      purpose, (iv) in the case of a Shelf Registration, if, between the
      effective date of a Registration Statement and the closing of any sale of
      Registrable Notes covered thereby, the representations and warranties of
      the Issuer contained in any underwriting agreement, securities sales
      agreement or other similar agreement, if any, relating to the offering
      cease to be true and correct in all material respects, (v) of the
      happening of any event or the discovery of any facts during the period a
      Shelf Registration Statement is effective which makes any statement made
      in such Registration Statement or related Prospectus untrue in any
      material respect or which requires the making of any changes in such
      Registration Statement or Prospectus in order to make the statements
      therein not misleading, and (vi) of the receipt by the Issuer of any
      notification with respect to the suspension of the qualification of the
      Registrable Notes or the Exchange Notes, as the case may be, for sale in
      any jurisdiction or the initiation or threatening of any proceeding for
      such purpose;

            (f) in the case of the Exchange Offer Registration Statement (i)
      include in the Prospectus contained in the Exchange Offer Registration
      Statement a section entitled

                                       10




      "Plan of Distribution" which section shall be reasonably acceptable to the
      Initial Purchasers or another representative of the Participating
      Broker-Dealers and shall contain a summary statement of the positions
      taken or policies made by the staff of the SEC with respect to the
      potential "underwriter" status of any broker-dealer that holds Registrable
      Notes acquired for its own account as a result of market-making activities
      or other trading activities and that will be the beneficial owner (as
      defined in Rule 13d-3 under the Exchange Act) of Exchange Notes to be
      received by such broker-dealer in the Exchange Offer, whether such
      positions or policies have been publicly disseminated by the staff of the
      SEC or such positions or policies, in the reasonable judgment of the
      Initial Purchasers and their counsel, represent the prevailing views of
      the staff of the SEC, including a statement that any such broker-dealer
      who receives Exchange Notes for Registrable Notes pursuant to the Exchange
      Offer may be deemed a statutory underwriter and must deliver a prospectus
      meeting the requirements of the 1933 Act in connection with any resale of
      such Exchange Notes, (ii) furnish to each Participating Broker-Dealer who
      has delivered to the Issuer the notice referred to in Section 3(e),
      without charge, as many copies of each Prospectus included in the Exchange
      Offer Registration Statement, including any preliminary prospectus, and
      any amendment or supplement thereto, as such Participating Broker-Dealer
      may reasonably request, (iii) hereby consent to the use of the Prospectus
      forming part of the Exchange Offer Registration Statement or any amendment
      or supplement thereto, by any person subject to the prospectus delivery
      requirement of the SEC, including all Participating Broker-Dealers, in
      connection with the sale or transfer of the Exchange Notes covered by the
      Prospectus or any amendment or supplement thereto, and (iv) include in the
      transmittal letter or similar documentation to be executed by an exchange
      offeree in order to participate in the Exchange Offer (x) the following
      provision:

              "if the exchange offeree is a broker-dealer holding
              Registrable Notes acquired for its own account as a
              result of market-making activities or other trading
              activities, it will deliver a prospectus meeting
              the requirements of the 1933 Act in connection with
              any resale of Exchange Notes received in respect of
              such Registrable Notes pursuant to the Exchange
              Offer;" and

      (y) a statement to the effect that by a broker-dealer making the
      acknowledgment described in clause (x) and by delivering a Prospectus in
      connection with the exchange of Registrable Notes, the broker-dealer will
      not be deemed to admit that it is an underwriter within the meaning of the
      1933 Act;

            (g) (i) in the case of an Exchange Offer, furnish counsel for the
      Initial Purchasers and (ii) in the case of a Shelf Registration, furnish
      counsel for the Holders of Registrable Notes, copies of any comment
      letters received from the SEC or any other request by the SEC or any state
      securities authority for amendments or supplements to a Registration
      Statement and Prospectus or for additional information;

            (h) make every reasonable effort to obtain the withdrawal of any
      order suspending the effectiveness of a Registration Statement at the
      earliest possible moment;

                                       11



            (i) in the case of a Shelf Registration, furnish to the Depositary,
      and each underwriter, if any, without charge, at least one conformed copy
      of each Registration Statement and any post-effective amendment thereto,
      including financial statements and schedules (without documents
      incorporated therein by reference and all exhibits thereto, unless
      requested);

            (j) in the case of a Shelf Registration, cooperate with the selling
      Holders of Registrable Notes to facilitate the timely preparation and
      delivery of certificates representing Registrable Notes to be sold and not
      bearing any restrictive legends; and enable such Registrable Notes to be
      in such denominations (consistent with the provisions of the Indenture)
      and registered in such names as the selling Holders or the underwriters,
      if any, may reasonably request at least three (3) business days prior to
      the closing of any sale of Registrable Notes;

            (k) in the case of a Shelf Registration, upon the occurrence of any
      event or the discovery of any facts, each as contemplated by Sections
      3(e)(ii), 3(e)(iv), 3(e)(v) and 3(e)(vi) hereof, use its best efforts to
      prepare a supplement or post-effective amendment to the Registration
      Statement or the related Prospectus or any document incorporated therein
      by reference or file any other required document so that, as thereafter
      delivered to the purchasers of the Registrable Notes or Participating
      Broker-Dealers, such Prospectus will not contain at the time of such
      delivery any untrue statement of a material fact or omit to state a
      material fact necessary to make the statements therein, in light of the
      circumstances under which they were made, not misleading; and notify each
      Holder to suspend use of the Prospectus as promptly as practicable after
      the occurrence of such an event, and each Holder hereby agrees to suspend
      use of the Prospectus until such time as such Holder has received from the
      Issuer an amended or supplemented Prospectus correcting such misstatement
      or omission;

            (l) in the case of a Shelf Registration, a reasonable time prior to
      the filing of any Registration Statement, any Prospectus, any amendment to
      a Registration Statement or amendment or supplement to a Prospectus or any
      document which is to be incorporated by reference into a Registration
      Statement or a Prospectus after initial filing of a Registration
      Statement, provide copies of such document to the Initial Purchasers on
      behalf of such Holders; and make representatives of the Issuer as shall be
      reasonably requested by the Holders of Registrable Notes, or the Initial
      Purchasers on behalf of such Holders, available for discussion of such
      document;

            (m) obtain a CUSIP number for all Exchange Notes or Registrable
      Notes, as the case may be, not later than the effective date of a
      Registration Statement, and provide the Trustee with printed certificates
      for the Exchange Notes or the Registrable Notes, as the case may be, in a
      form eligible for deposit with the Depositary;

            (n) (i) cause the Indenture to be qualified under the Trust
      Indenture Act of 1939, as amended (the "TIA"), in connection with the
      registration of the Exchange Notes or Registrable Notes, as the case may
      be, (ii) cooperate with the Trustee and the Holders to effect such changes
      to the Indenture as may be required for the Indenture to be so qualified
      in accordance with the terms of the TIA, and (iii) execute, and use its
      best

                                       12



      efforts to cause the Trustee to execute, all documents as may be required
      to effect such changes, and all other forms and documents required to be
      filed with the SEC to enable the Indenture to be so qualified in a timely
      manner;

            (o) in the case of a Shelf Registration, enter into agreements
      (including underwriting agreements) and take all other customary and
      appropriate actions in order to expedite or facilitate the disposition of
      such Registrable Notes and in such connection whether or not an
      underwriting agreement is entered into and whether or not the registration
      is an underwritten registration:

                  (i) make such representations and warranties to the Holders of
            such Registrable Notes and the underwriters, if any, in form,
            substance and scope as are customarily made by issuers to
            underwriters in similar underwritten offerings as may be reasonably
            requested by them;

                  (ii) obtain opinions of counsel to the Issuer and updates
            thereof (which counsel and opinions (in form, scope and substance)
            shall be reasonably satisfactory to the managing underwriters, if
            any, and the holders of a majority in principal amount of the
            Registrable Notes of each series being sold) addressed to each
            selling Holder and the underwriters, if any, covering the matters
            customarily covered in opinions requested in sales of securities or
            underwritten offerings and such other matters as may be reasonably
            requested by such Holders and underwriters;

                  (iii) obtain "cold comfort" letters and updates thereof from
            the independent certified public accountants who have certified the
            financial statements and any other entity included or incorporated
            by reference in the Registration Statement addressed to the
            underwriters, if any, and use reasonable efforts to have such letter
            addressed to the selling Holders of Registrable Notes (to the extent
            consistent with SAS 72), such letters to be in customary form and
            covering matters of the type customarily covered in "cold comfort"
            letters to underwriters in connection with similar underwritten
            offerings;

                  (iv) enter into a securities sales agreement with the Holders
            and an agent of the Holders providing for, among other things, the
            appointment of such agent for the selling Holders for the purpose of
            soliciting purchases of Registrable Notes, which agreement shall be
            in form, substances and scope customary for similar offerings;

                  (v) if an underwriting agreement is entered into, cause the
            same to set forth indemnification provisions and procedures
            substantially equivalent to the indemnification provisions and
            procedures set forth in Sections 4 and 5 hereof with respect to the
            underwriters and all other parties to be indemnified pursuant to
            said Sections or, at the request of any underwriters, in the form
            customarily provided to such underwriters in similar types of
            transactions; and

                                       13



                  (vi) deliver such documents and certificates as may be
            reasonably requested and as are customarily delivered in similar
            offerings to the Holders of a majority in principal amount of the
            Registrable Notes of each series being sold and the managing
            underwriters, if any.

      The above shall be done at (i) the effectiveness of such Registration
      Statement (and each post-effective amendment thereof) and (ii) each
      closing under any underwriting or similar agreement as and to the extent
      required thereunder;

            (p) in the case of a Shelf Registration, make available for
      inspection by representatives of the Holders of the Registrable Notes and
      any underwriters participating in any disposition pursuant to a Shelf
      Registration Statement and any counsel or accountant retained by such
      Holders or underwriters, all financial and other records, pertinent
      corporate documents and properties of the Issuer reasonably requested by
      any such persons and use its reasonable best efforts to cause the
      respective officers, directors, employees, and any other agents of the
      Issuer to supply all information reasonably requested by any such
      representative, underwriter, special counsel or accountant in connection
      with a Registration Statement, and make such representatives of the Issuer
      available for discussion of such documents as shall be reasonably
      requested by the Initial Purchasers;

            (q) (i) in the case of an Exchange Offer Registration Statement,
      within a reasonable time prior to the filing of any Exchange Offer
      Registration Statement, any Prospectus forming a part thereof, any
      amendment to an Exchange Offer Registration Statement or amendment or
      supplement to such Prospectus, provide copies of such document to the
      Initial Purchasers and make such changes in any such document prior to the
      filing thereof as the Initial Purchasers may reasonably request and,
      except as otherwise required by applicable law, not file any such document
      in a form to which the Initial Purchasers on behalf of the Holders of
      Registrable Notes shall reasonably object; and

                  (ii) in the case of a Shelf Registration, within a reasonable
            time prior to filing any Shelf Registration Statement, any
            Prospectus forming a part thereof, any amendment to such Shelf
            Registration Statement or amendment or supplement to such
            Prospectus, provide copies of such document to the Depositary, to
            the Initial Purchasers, to counsel on behalf of the Holders and to
            the underwriter or underwriters of an underwritten offering of
            Registrable Notes, if any, make such changes in any such document
            prior to the filing thereof as the Initial Purchasers, the counsel
            to the Holders or the underwriter or underwriters reasonably request
            and not file any such document in a form to which the Majority
            Holders or the Initial Purchasers on behalf of the Holders of
            Registrable Notes or any underwriter may reasonably object and make
            the representatives of the Issuer available for discussion of such
            document as shall be reasonably requested by the Holders of
            Registrable Notes, the Initial Purchasers on behalf of such Holders,
            or any underwriter.

                                       14



            (r) in the case of a Shelf Registration, use its reasonable best
      efforts to cause all Registrable Notes to be listed on any securities
      exchange on which similar debt securities issued by the Issuer are then
      listed if requested by the Majority Holders, or if requested by the
      underwriter or underwriters of an underwritten offering of Registrable
      Notes, if any;

            (s) in the case of a Shelf Registration, use its reasonable best
      efforts to cause the Registrable Notes to be rated by the appropriate
      rating agencies, if so requested by the Majority Holders, or if requested
      by the underwriter or underwriters of an underwritten offering of
      Registrable Notes, if any;

            (t) otherwise comply with all applicable rules and regulations of
      the SEC and make available to security holders, as soon as reasonably
      practicable, an earnings statement covering at least 12 months which shall
      satisfy the provisions of Section 11(a) of the 1933 Act and Rule 158
      thereunder;

            (u) cooperate and assist in any filings required to be made with the
      NASD and, in the case of a Shelf Registration, in the performance of any
      due diligence investigation by any underwriter and its counsel (including
      any "qualified independent underwriter" that is required to be retained in
      accordance with the rules and regulations of the NASD); and

            (v) in the case of any Exchange Offer Registration Statement, upon
      consummation of an Exchange Offer,

                  (A) obtain a customary opinion of counsel to the Issuer
      addressed to the Trustee for the benefit of all Holders of Registrable
      Notes participating in the Exchange Offer, and which includes an opinion
      that (i) the Issuer has duly authorized, executed and delivered the
      Exchange Notes and the Indenture and (ii) each of the Exchange Notes and
      the Indenture constitute a legal, valid and binding obligation of the
      Issuer, enforceable against the Issuer in accordance with its respective
      terms (with customary exceptions); and

                  (B) deliver to the Initial Purchasers or to another
      representative of the Participating Broker-Dealers, if requested by the
      Initial Purchasers or such other representative of the Participating
      Broker-Dealers, on behalf of the Participating Broker-Dealers (i) an
      opinion of counsel or opinions of counsel substantially in the form
      attached hereto as Exhibit A and (ii) an officers' certificate
      substantially in the form customarily delivered in a public offering of
      debt securities.

            In the case of a Shelf Registration Statement, the Issuer may (as a
condition to such Holder's participation in the Shelf Registration) require each
Holder of Registrable Notes to furnish to the Issuer such information regarding
the Holder and the proposed distribution by such Holder of such Registrable
Notes as the Issuer may from time to time reasonably request in writing for use
in connection with any Shelf Registration Statement or Prospectus included
therein, including, without limitation, information specified in Item 507 of
Regulation S-K under the 1933 Act. Each Holder as to which any Shelf
Registration is being effected agrees to furnish

                                       15



promptly to the Issuer all information required to be disclosed with respect to
such Holder in order to make any information with respect to such Holder
previously furnished to the Issuer by such Holder not materially misleading.

            In the case of a Shelf Registration Statement, each Holder agrees
that, upon receipt of any notice directly or indirectly from the Issuer of the
happening of any event or the discovery of any facts, each of the kind described
in Section 3(e)(v) hereof, such Holder will forthwith discontinue disposition of
Registrable Notes pursuant to a Registration Statement until such Holder's
receipt of the copies of the supplemented or amended Prospectus contemplated by
Section 3(k) hereof, and, if so directed by the Issuer, such Holder will deliver
to the Issuer (at its expense) all copies in such Holder's possession, other
than permanent file copies then in such Holder's possession, of the Prospectus
covering such Registrable Notes current at the time of receipt of such notice.

            If any of the Registrable Notes covered by any Shelf Registration
Statement are to be sold in an underwritten offering, the underwriter or
underwriters and manager or managers that will manage such offering will be
selected by the Majority Holders of such Registrable Notes included in such
offering and shall be acceptable to the Issuer. No Holder of Registrable Notes
may participate in any underwritten registration hereunder unless such Holder
(a) agrees to sell such Holder's Registrable Notes on the basis provided in any
underwriting arrangements approved by the persons entitled hereunder to approve
such arrangements and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents required
under the terms of such underwriting agreement.

            4. Indemnification.

            4.1 Indemnification by the Issuer. The Issuer agrees to indemnify
and hold harmless each Initial Purchaser, its directors and officers, each
Holder, each Participating Broker-Dealer, each Person who participates as an
underwriter (any such Person being an "Underwriter") and each Person, if any,
who controls any Holder or Underwriter within the meaning of Section 15 of the
1933 Act or Section 20 of the 1934 Act from and against any and all losses,
claims, damages and liabilities that arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in any
Registration Statement pursuant to which Exchange Notes or Registrable Notes
were registered under the 1933 Act or any Prospectus, or any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and agrees to reimburse
each Initial Purchaser and each controlling person, as incurred, for any legal
or other expenses reasonably incurred by them in connection with investigating
or defending any such loss, claim, damage or liability, except insofar as such
losses, claims, damages or liabilities arise out of or are based upon any such
untrue statement or alleged untrue statement or omission or alleged omission or
are based upon information furnished in writing to the Issuer by any Initial
Purchaser, Holder, Participating Broker-Dealer or Underwriter with respect to
such Initial Purchaser, Holder, Participating Broker-Dealer or Underwriter, as
the case may be, specifically for inclusion therein. Notwithstanding the
foregoing, any indemnification with respect to any Registration Statement or
Prospectus shall not inure to the benefit of any Initial Purchaser (or any such
controlling person), Holder, Participating Broker-Dealer or Underwriter from
whom the person asserting any such loss, claim, damage or liability purchased
the Exchange Notes or

                                       16



Registrable Notes, to the extent that any such loss, claim, damage or liability
occurs under the circumstances where (w) the Issuer has previously furnished
copies of such Registration Statement or Prospectus (in each case, excluding the
documents incorporated by reference therein) to such Initial Purchaser, Holder,
Participating Broker-Dealer or Underwriter, (x) the untrue statement or omission
of a material fact contained in such Registration Statement or Prospectus (in
each case, excluding the documents incorporated by reference therein) was
corrected in an amendment or supplement to such Registration Statement or
Prospectus, (y) delivery of such Registration Statement or Prospectus was
required by the 1933 Act to be made to such Person, and (z) there was not sent
or given to such Person, at or prior to the written confirmation of the sale of
the Exchange Notes or Registrable Notes to such Person, a copy of such
Registration Statement or Prospectus (in each case, excluding the documents
incorporated by reference therein), as amended or supplemented. This indemnity
agreement will be in addition to any liability which the Issuer may otherwise
have.

            4.2 Indemnification by the Holders, Initial Purchasers,
Participating Broker-Dealers and Underwriters. Each Holder, each Initial
Purchaser, each Participating Broker-Dealer and each Underwriter severally, but
not jointly, agrees to indemnify and hold harmless the Issuer, each other
Initial Purchaser, each other Participating Broker-Dealer, each other
Underwriter and each other selling Holder, and each of their respective
directors and officers, and each Person, if any, who controls the Issuer, any
Initial Purchaser, any Participating Broker-Dealer, any Underwriter, or any
other selling Holder within the meaning of Section 15 of the 1933 Act or Section
20 of the 1934 Act to the same extent as the foregoing indemnity contained in
subsection 4.1 above, but only with reference to written information relating to
such Holder, Initial Purchaser, Participating Broker-Dealer or Underwriter
furnished to the Issuer by such Holder, Initial Purchaser, Participating
Broker-Dealer or Underwriter specifically for inclusion in the Shelf
Registration Statement or such Prospectus; provided, however, that no such
Holder, Initial Purchaser, Participating Broker-Dealer or Underwriter shall be
liable for any claims hereunder in excess of the amount of net proceeds received
by such Holder, Initial Purchaser, Participating Broker-Dealer or Underwriter
from the sale of Registrable Notes pursuant to such Shelf Registration
Statement. This indemnity agreement will be in addition to any liability which
such Holder, Initial Purchaser, Participating Broker-Dealer or Underwriter may
otherwise have.

            4.3 Actions Against Parties; Notification. Promptly after receipt by
an indemnified party under this Section 4 of notice of the commencement of any
action, such indemnified party will, if a claim in respect thereof is to be made
against the indemnifying party under this Section 4, notify the indemnifying
party in writing of the commencement thereof; but the omission so to notify the
indemnifying party (i) will not relieve it from any liability under subsection
4.1 or 4.2 above unless and to the extent such failure results in the loss by
the indemnifying party of substantial rights and defenses and (ii) will not, in
any event relieve the indemnifying party from any obligations to any indemnified
party other than the indemnification obligation provided in subsection 4.1 or
4.2 above. In any such proceeding, any indemnified party shall have the right to
retain its own counsel, but fees and expenses of such counsel shall be at the
expense of such indemnified party unless (i) the indemnifying party and the
indemnified party shall have mutually agreed to the retention of such counsel or
(ii) the named parties to any such action (including any impleaded parties)
include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded upon advice of

                                       17



counsel that there may be legal defenses available to it and/or other
indemnified parties which are different from or additional to those available to
the indemnifying party. It is understood that the indemnifying party shall not,
in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the fees and expenses of more than one separate
counsel for all such indemnified parties. Such counsel shall be designated in
writing by the Representatives in the case of parties indemnified pursuant to
the second preceding paragraph, and by the Company in the case of parties
indemnified pursuant to the first preceding paragraph.

            4.4 Settlement Without Consent. The indemnifying party shall not be
liable for any settlement of any proceeding effected without its written
consent, but if settled with such consent or if there has been a final judgment
for the plaintiff, the indemnifying party agrees to indemnify the indemnified
party from and against any loss or liability by reason of such settlement or
judgment. An indemnifying party will not, without the prior written consent of
the indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought
hereunder (whether the indemnified parties are actual or potential parties to
such claim or action) unless such settlement, compromise or consent (i) includes
an unconditional release of each indemnified party from all liability arising
out of such claim, action, suit or proceeding and (ii) does not include any
statement as to, or any admission of, fault, culpability or failure to act by or
on behalf of any indemnified party.

            5. Contribution. In the event that the indemnity provided for in
Section 4 hereof is held by a court to be unavailable, in whole or in part, to
hold harmless an indemnified party for any reason, then each applicable
indemnifying party shall have several and not joint obligation to contribute to
the aggregate losses, claims, damages and liabilities (including legal or other
expenses reasonably incurred in connection with investigating or defending same)
(collectively "Losses") to which such indemnified party may be subject in such
proportion as is appropriate to reflect the relative benefits received by such
indemnifying party, on the one hand, and such indemnified party, on the other
hand, from the offering of the Notes, the Exchange Notes or the Registrable
Notes and the Registration Statement which resulted in such Losses. If the
allocation provided by the immediately preceding sentence is held by a court to
be unavailable for any reason, the indemnifying party and the indemnified party
shall contribute in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of such indemnifying party on the
one hand and of such indemnified party on the other hand in connection with the
statements or omissions that resulted in such Losses, as well as any other
relevant equitable considerations. Benefits received by the Issuer shall be
deemed to be equal to the sum of (x) the total net proceeds from the offering
(before deducting expenses) as set forth on the cover page of the Offering
Memorandum and (y) the total amount of Interest (as defined in Section 2.5)
which the Issuer was not required to pay as a result of registering the
securities covered by the Registration Statement which resulted in the Losses.
Benefits received by the Initial Purchasers shall be deemed to be equal to the
total discounts and commissions as set forth on the cover page of the Offering
Memorandum, and benefits received by any other Holders shall be deemed to be
equal to the value of receiving Notes, Exchange Notes or Registrable Notes, as
applicable, registered under the 1933 Act. Benefits received by any
Participating Broker-Dealer shall be deemed to be equal to the total commissions
relating to the market-making and exchange of Registrable Notes for Exchange
Notes. Benefits received by any Underwriter shall be deemed to be equal to the
total underwriting discounts and commissions, as

                                       18



set forth on the cover page of the Prospectus forming a part of the Registration
Statement which resulted in such Losses. Relative fault shall be determined by
reference to, among other things, whether any untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information provided by the indemnifying party on the one hand or by
the indemnified party on the other hand, the intent of the parties and their
relative knowledge, access to information and opportunity to correct or prevent
such untrue statement or omission. Notwithstanding the provisions of this
Section 8, no Initial Purchaser shall be required to contribute any amount in
excess of the amount by which the total price at which the Notes underwritten by
it and distributed to the public were offered to the public exceeds the amounts
of any damages which such Initial Purchaser has otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or alleged
omission; nor shall any Participating Broker-Dealer be required to contribute
any amount in excess of the amount by which the total price at which the Notes
exchanged for Exchange Notes by it were offered to the public exceeds the
amounts of any damages which such Participating Broker-Dealer has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission; nor, shall any Underwriter in the case of a Shelf
Registration Statement be required to contribute any amount in excess of the
amount by which the total price at which the Notes underwritten by it exceeds
the amounts of any damages which such Underwriter has otherwise been required to
pay by reason of such untrue or alleged untrue statement or omission or alleged
omission. The parties agree that it would not be just and equitable if
contribution were determined by pro rata allocation (even if the Holders were
treated as one entity for such purpose) or any other method of allocation that
does not take account of the equitable considerations referred to above.
Notwithstanding the provisions of this Section 5, no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation.

            For purposes of this Section 5, each person, if any, who controls a
Holder, an Initial Purchaser, a Participating Broker-Dealer or an Underwriter,
in each case, within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act, shall have the same rights to contribution as such Holder, Initial
Purchaser, Participating Broker-Dealer or Underwriter, as the case may be, and
each officer of the Issuer who shall have signed the Registration Statement,
each director of the Issuer and each person, if any, who controls the Issuer
within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act
shall have the same rights to contribution as the Issuer.

            6. Miscellaneous.

            6.1 Rule 144 and Rule 144A. For so long as the Issuer is subject to
the reporting requirements of Section 13 or 15 of the 1934 Act, the Issuer
covenants that it will file the reports required to be filed by it under the
1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and
regulations adopted by the SEC thereunder. If the Issuer ceases to be so
required to file such reports, the Issuer covenants that it will upon the
request of any Holder of Registrable Notes (a) make publicly available such
information as is necessary to permit sales pursuant to Rule 144 under the 1933
Act, (b) deliver such information to a prospective purchaser as is necessary to
permit sales pursuant to Rule 144A under the 1933 Act, and (c) take such further
action that is reasonable in the circumstances, in each case, to the extent
required from time to time to enable such Holder to sell its Registrable Notes
without registration under the

                                       19



1933 Act within the limitation of the exemptions provided by (i) Rule 144 under
the 1933 Act, as such Rule may be amended from time to time, (ii) Rule 144A
under the 1933 Act, as such Rule may be amended from time to time, or (iii) any
similar rules or regulations hereafter adopted by the SEC. Upon the request of
any Holder of Registrable Notes, the Issuer will deliver to such Holder a
written statement as to whether it has complied with such requirements. The
Issuer agrees to comply with the information obligations to the extent that they
are required by applicable law or regulation.

            6.2 No Inconsistent Agreements. The Issuer has not entered into and
the Issuer will not after the date of this Agreement enter into any agreement
which is inconsistent with the rights granted to the Holders of Registrable
Notes in this Agreement or otherwise conflicts with the provisions hereof. The
rights granted to the Holders hereunder do not in any way conflict with the
rights granted to the Holders of the Issuer's other issued and outstanding Notes
under any such agreements.

            6.3 Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers of consents to departures from the provisions hereof
may not be given unless the Issuer has obtained the written consent of (i)
Holders of a majority in aggregate principal amount of the outstanding
Registrable Notes and (ii) Participating Broker-Dealers holding a majority in
aggregate principal amount of the Exchange Notes held by all Participating
Broker-Dealers, in each case to the extent affected by such amendment,
modification, supplement, waiver or departure.

            6.4 Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight
delivery (a) if to the Depositary, at 55 Water Street, New York, New York 10041
or if The Depository Trust Company is no longer the Depositary, at the most
current address given by the Depositary to the Issuer by means of a notice given
in accordance with the provisions of this Section 6.4; (b) if to a Holder, at
the most current address given by such Holder to the Issuer by means of a notice
given in accordance with the provisions of this Section 6.4, which address
initially is the address set forth in the Purchase Agreement with respect to the
Initial Purchasers; and (c) if to the Issuer initially at the Issuer's address
set forth in the Purchase Agreement, and thereafter at such other address of
which notice is given in accordance with the provisions of this Section 6.4.

            All such notices and communications shall be deemed to have been
duly given: at the time delivered by hand, if personally delivered; two (2)
business days after being deposited in the mail, postage prepaid, if mailed;
when answered back, if telexed; when receipt is acknowledged, if telecopied; and
on the next business day if timely delivered to an air courier guaranteeing
overnight delivery.

            Copies of all such notices, demands, or other communications shall
be concurrently delivered by the person giving the same to the Trustee under the
Indenture, at the address specified in such Indenture.

                                       20



            6.5 Successor and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors, assigns and transferees of each of the
parties, including without limitation and without the need for an express
assignment, subsequent Holders and Participating Broker-Dealers; provided that
nothing herein shall be deemed to permit any assignment, transfer or other
disposition of Registrable Notes in violation of the terms of the Purchase
Agreement. If any transferee of any Holder shall acquire Registrable Notes, in
any manner, whether by operation of law or otherwise, such Registrable Notes
shall be held subject to all of the terms of this Agreement, and by taking any
holding such Registrable Notes such person shall be conclusively deemed to have
agreed to be bound by and to perform all of the terms and provisions of this
Agreement, including the restrictions on resale set forth in this Agreement and,
if applicable, the Purchase Agreement, and such person shall be entitled to
receive the benefits hereof.

            6.6 Third Party Beneficiaries. The Initial Purchasers (even if the
Initial Purchasers are not Holders of Registrable Notes) shall be third party
beneficiaries to the agreements made hereunder between the Issuer, on the one
hand, and the Holders, on the other hand, and shall have the right to enforce
such agreements directly to the extent it deems such enforcement necessary or
advisable to protect its rights or the rights of Holders hereunder. Each Holder
of Registrable Notes shall be a third party beneficiary to the agreements made
hereunder between the Issuer, on the one hand, and the Initial Purchasers, on
the other hand, and shall have the right to enforce such agreements directly to
the extent it deems such enforcement necessary or advisable to protect its
rights hereunder.

            6.7 Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

            6.8 Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

            6.9 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICT OF LAWS THEREOF.

            6.10 Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.

                                       21



            IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above.

                                         JERSEY CENTRAL POWER & LIGHT COMPANY,
                                         as Issuer

                                         By: __________________________________
                                             Name:
                                             Title:

Confirmed and accepted as of the date
first above written:

BARCLAYS CAPITAL INC.

By: __________________________________
    Name:
    Title:

UBS SECURITIES LLC

By: __________________________________
    Name:
    Title:

Acting as representatives of the Initial Purchasers.

                                      S-1



                                                                       Exhibit A

                           Form of Opinion of Counsel

            We are of the opinion that the Exchange Offer Registration Statement
and the Prospectus (other than the financial statements, notes or schedules
thereto and other financial data and supplemental schedules included or
incorporated by reference therein or omitted therefrom and the Form T-1, as to
which we need express no opinion), comply as to form in all material respects
with the requirements of the 1933 Act and the applicable rules and regulations
promulgated under the 1933 Act.

            In addition, we have participated in conferences with officers and
other representatives of the Issuer, representatives of the independent public
accountants of the Issuer and representatives of the Initial Purchasers, at
which the contents of the Registration Statement and the Prospectus and related
matters were discussed and, although we are not passing upon, and do not assume
any responsibility for, the accuracy, completeness or fairness of the statements
contained in the Registration Statement and the Prospectus and have not made any
independent check or verification thereof, during the course of such
participation, no facts came to our attention that caused us to believe that the
Registration Statement or any amendment thereto, at the time the Registration
Statement or any such amendment became effective, contained an untrue statement
of a material fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, or that the
Prospectus or any amendment or supplement thereto, at the time the Prospectus
was issued, at the time any such amended or supplemented Prospectus was issued
or at the Closing Date, included or includes an untrue statement of a material
fact or omitted or omits to state a material fact necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading; it being understood that we express no belief with respect to
the financial statements and schedules and other financial data included in the
Registration Statement and the Prospectus.

EX-4.D

                                                                    EXHIBIT 4(d)
                                           FORM OF EXCHANGE SENIOR NOTE DUE 2016

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY (THE "DEPOSITARY") TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE TO BE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY AMOUNT PAYABLE THEREUNDER
IS MADE PAYABLE TO CEDE & CO. OR SUCH OTHER NAME), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL
THIS SECURITY IS EXCHANGED IN WHOLE OR IN PART FOR CERTIFICATED SECURITIES
REGISTERED IN THE NAMES OF THE VARIOUS BENEFICIAL HOLDERS HEREOF AS THEN
CERTIFIED TO THE COMPANY AND THE TRUSTEE BY THE DEPOSITARY OR A SUCCESSOR
DEPOSITARY, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO ITS NOMINEE OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. THIS SECURITY
MAY BE EXCHANGED FOR CERTIFICATED SECURITIES REGISTERED IN THE NAMES OF THE
VARIOUS BENEFICIAL OWNERS HEREOF ONLY IF (A) THE DEPOSITARY (I) HAS NOTIFIED THE
COMPANY THAT IT IS UNWILLING OR UNABLE TO CONTINUE AS DEPOSITARY OR (II) HAS
CEASED TO BE A CLEARING AGENCY REGISTERED UNDER THE EXCHANGE ACT, AND, IN EITHER
CASE, A SUCCESSOR DEPOSITARY IS NOT APPOINTED BY THE COMPANY WITHIN 90 DAYS, OR
(B) THE COMPANY ELECTS TO ISSUE CERTIFICATED SECURITIES TO BENEFICIAL OWNERS (AS
CERTIFIED TO THE COMPANY AND THE TRUSTEE BY THE DEPOSITARY OR A SUCCESSOR
DEPOSITARY) OF ALL SECURITIES OF THE SERIES DESIGNATED ABOVE.


                                       1

                      JERSEY CENTRAL POWER & LIGHT COMPANY
                      5.625% EXCHANGE SENIOR NOTE DUE 2016



Original Issue Date:  April 23, 2004

Stated Maturity:  May 1, 2016

Interest Rate:  5.625%

Interest Payment Dates:  May 1 and November 1, commencing November 1, 2004

Regular Record Dates:    The regular record date with respect to any Interest
                         Payment Date will be the fifteenth day of the calendar
                         month immediately preceding such Interest Payment Date
                         (whether or not a Business Day).

Principal Amount $300,000,000                                              No. 1
                                                                  CUSIP


     JERSEY CENTRAL POWER & LIGHT COMPANY, a corporation duly organized and
existing under the laws of the State of New Jersey (herein called the "Company,"
which term includes any successor under the Indenture referred to below), for
value received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of THREE HUNDRED MILLION DOLLARS on the Stated Maturity specified
above, and to pay interest thereon from the Original Issue Date specified above
or from the most recent Interest Payment Date to which Interest has been paid or
duly provided for, semi-annually in arrears on the Interest Payment Dates
specified above in each year, commencing with the Interest Payment Date next
succeeding the Original Issue Date specified above, and at Maturity, at the
Interest Rate per annum specified above, until the principal hereof is paid or
duly provided for. Interest on this Security will accrue from and including the
immediately preceding Interest Payment Date in respect of which interest has
been paid or made available for payment (or from and including the Original
Issue Date if no interest has been paid or made available for payment) to, but
excluding, the applicable Interest Payment Date or Maturity, as the case may be.
The interest so payable, and paid or duly provided for, on any Interest Payment
Date shall, as provided in such Indenture, be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is registered at the close
of business on the Regular Record Date specified above (whether or not a
Business Day) next preceding such Interest Payment Date. Notwithstanding the
foregoing, (a) if the Original Issue Date of this Security is after a Regular
Record Date and before the corresponding Interest Payment Date, interest so
payable for the period from and including the Original Issue Date to but
excluding such Interest Payment Date shall be paid on the next succeeding
Interest Payment Date to the Holder hereof on the related Regular Record Date,
and (b) interest payable at Maturity shall be paid to the Person to whom
principal shall be paid. Except as otherwise provided in said Indenture, any
such interest not so paid or duly provided for shall forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the



                                       2

Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee (defined below), notice of
which shall be given to Holders of Securities of this series not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in said Indenture.
Interest on this Security shall be computed on the basis of a 360-day year
consisting of twelve 30-day months, and with respect to any period less than a
full calendar month, on the basis of actual days elapsed during such period.

         Payment of the principal of and premium, if any, on this Security and
interest hereon at Maturity shall be made upon presentation of this Security at
the Corporate Trust Office of the Trustee in New York, New York or at such other
office or agency as may be designated for such purpose by the Company from time
to time. Payment of interest, if any, on this Security (other than interest at
Maturity) shall be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register, except that (a)
if such Person shall be a securities depositary, such payment may be made by
such other means in lieu of check as shall be agreed upon by the Company, the
Trustee or other Paying Agent and such Person and (b) if such Person is a Holder
of $10,000,000 or more in aggregate principal amount of Securities of this
series such payment may be in immediately available funds by wire transfer to
such account as may have been designated in writing by the Person entitled
thereto as set forth herein in time for the Paying Agent to make such payments
in accordance with its normal procedures. Any such designation for wire transfer
purposes shall be made by filing the appropriate information with the Trustee at
its Corporate Trust Office in New York, New York not less than fifteen calendar
days prior to the applicable payment date and, unless revoked by written notice
to the Trustee received on or prior to the Regular Record Date immediately
preceding the applicable Interest Payment Date, shall remain in effect with
respect to any further interest payments (other than interest payments at
Maturity) with respect to this Security payable to such Holder. Payment of the
principal of and premium, if any, and interest, if any, on this Security, as
aforesaid, shall be made in such coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of
public and private debts.

         This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and issuable in one or more
series under an Indenture, dated as of July 1, 1999 (such Indenture as
originally executed and delivered and as supplemented or amended from time to
time thereafter, together with any constituent instruments establishing the
terms of particular Securities, being herein called the "Indenture"), between
the Company and United States Trust Company of New York, under which The Bank of
New York is successor trustee (herein called the "Trustee," which term includes
any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a description of
the respective rights, limitations of rights, duties and immunities of the
Company, the Trustee and the Holders of the Securities thereunder and of the
terms and conditions upon which the Securities are, and are to be, authenticated
and delivered. The acceptance of this Security shall be deemed to constitute the
consent and agreement by the Holder hereof to all of the terms and provisions of
the Indenture. This Security is one of the series designated above.



                                       3

         Prior to the Release Date (as hereinafter defined), the Securities will
be secured by first mortgage bonds (the "Senior Note First Mortgage Bonds")
delivered by the Company to the Trustee for the benefit of the Holders of the
Securities, issued under the Indenture, dated as of March 1, 1946, from the
Company to The Bank of New York, as successor trustee (the "Mortgage Trustee"),
as supplemented and modified (collectively, the "First Mortgage"). Reference is
made to the First Mortgage and the Indenture for a description of the rights of
the Trustee as holder of the Senior Note First Mortgage Bonds, the property
mortgaged and pledged, the nature and extent of the security and the rights of
the holders of first mortgage bonds under the First Mortgage and the rights of
the Company and of the Mortgage Trustee in respect thereof, the duties and
immunities of the Mortgage Trustee and the terms and conditions upon which the
Senior Note First Mortgage Bonds are secured and the circumstances under which
additional first mortgage bonds may be issued.

         From and after such time as the earlier of (i) the date that all First
Mortgage Bonds, other than the Senior Note First Mortgage Bonds, have been
retired (at, before or after the maturity thereof) through payment, redemption,
purchase, defeasance or otherwise, and (ii) the date upon which the Trustee
holds Senior Note First Mortgage Bonds constituting not less than 80% in
aggregate principal amount of all outstanding First Mortgage Bonds (the "Release
Date"), the Senior Note First Mortgage Bonds shall cease to secure the
Securities in any manner. In certain circumstances prior to the Release Date as
provided in the Indenture, the Company is permitted to reduce the aggregate
principal amount of a series of Senior Note First Mortgage Bonds held by the
Trustee, but in no event prior to the Release Date to an amount less than the
aggregate outstanding principal amount of the series of Securities initially
issued contemporaneously with such Senior Note First Mortgage Bonds.

         If any Interest Payment Date, any Redemption Date or the Stated
Maturity shall not be a Business Day (as hereinafter defined), payment of the
amounts due on this Security on such date may be made on the next succeeding
Business Day; and, if such payment is made or duly provided for on such next
succeeding Business Day, no interest shall accrue on such amounts for the period
from and after such Interest Payment Date, Redemption Date or Stated Maturity,
as the case may be, to such Business Day.

         This Security is redeemable, as a whole or in part, at the Company's
option, at any time or from time to time, on at least 30 days', but not more
than 60 days', prior notice mailed to the registered address of each holder of
the Securities. The redemption prices will be equal to the greater of (1) 100%
of the principal amount of the Securities to be redeemed and (2) as determined
by the Independent Investment Banker, the sum of the present values of the
Remaining Scheduled Payments (as defined below) discounted to the redemption
date, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
months), at a rate equal to the sum of the Adjusted Treasury Rate (as defined
below) plus 20 basis points. In each case accrued and unpaid interest will be
payable to the redemption date.

         "Adjusted Treasury Rate" means, with respect to any redemption date:

     -   the yield, under the heading which represents the average for the
         immediately preceding week, appearing in the most recently published
         statistical release designated "H.15(519)" or any successor publication
         which is published weekly by the Board of Governors of the


                                       4

         Federal Reserve System and which establishes yields on actively traded
         United States Treasury securities adjusted to constant maturity under
         the caption "Treasury Constant Maturities," for the maturity
         corresponding to the Comparable Treasury Issue (if no maturity is
         within three months before or after the Remaining Life, yields for the
         two published maturities most closely corresponding to the Comparable
         Treasury Issue shall be determined and the Adjusted Treasury Rate shall
         be interpolated or extrapolated from these yields on a straight line
         basis, rounding to the nearest month); or

     -   if the release (or any successor release) is not published during the
         week preceding the calculation date or does not contain these yields,
         the rate per annum equal to the semi-annual equivalent yield to
         maturity of the Comparable Treasury Issue, calculated using a price for
         the Comparable Treasury Issue (expressed as a percentage of its
         principal amount) equal to the Comparable Treasury Price for the
         redemption date. The Adjusted Treasury Rate will be calculated on the
         third Business Day preceding the redemption date.

         "Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the notes to be redeemed that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such securities ("Remaining Life").

         "Comparable Treasury Price" means (1) the average of three Reference
Treasury Dealer Quotations for the redemption date, after excluding the highest
and lowest Reference Treasury Dealer Quotations, or (2) if the Independent
Investment Banker obtains fewer than three Reference Treasury Dealer Quotations,
the average of all such quotations.

         "Independent Investment Banker" means one of the Reference Treasury
Dealers appointed by the Company.

         "Reference Treasury Dealer" means (i) each of Barclays Capital Inc. and
UBS Securities LLC, and their respective successors; provided, however, that if
any of the foregoing shall cease to be a primary U.S. Government securities
dealer in the United States (a "Primary Treasury Dealer"), the Company shall
substitute another nationally recognized investment banking firm that is a
Primary Treasury Dealer, and (ii) any other Primary Treasury Dealer selected by
the Independent Investment Banker after consultation with the Company.

          "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Independent Investment Banker, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker at 5:00
p.m., New York City time, on the third Business Day preceding the redemption
date.

         "Remaining Scheduled Payments" means the remaining scheduled payments
of principal of and interest on this Security that would be due after the
related redemption date but for such redemption. If such redemption date is not
an Interest Payment Date with respect to this




                                       5

Security, the amount of the next succeeding scheduled interest payment on this
Security will be reduced by the amount of interest accrued on this Security to
such redemption date.

         "Senior Note Trustee" shall mean The Bank of New York or its successor.

         On and after the redemption date, interest will cease to accrue on this
Security or any portion of the Security called for redemption (unless the
Company defaults in the payment of the redemption price and accrued interest. On
or before the redemption date, the Company will deposit with a paying agent (or
the Senior Note Trustee) money sufficient to pay the redemption price of and
accrued interest on the Security to be redeemed on such date. If less than all
the Securities of any series are to be redeemed, the Securities to be redeemed
shall be selected by the Trustee by such method as the Senior Note Trustee shall
deem fair and appropriate.

         Notice of redemption shall be given by mail to Holders of Securities,
not less than 30 days nor more than 60 days prior to the date fixed for
redemption, all as provided in the Indenture. As provided in the Indenture,
notice of redemption at the election of the Company as aforesaid may state that
such redemption shall be conditional upon the receipt by the Trustee of money
sufficient to pay the principal of and premium, if any, and interest, if any, on
this Security on or prior to the date fixed for such redemption; a notice of
redemption so conditioned shall be of no force or effect if such money is not so
received and, in such event, the Company shall not be required to redeem this
Security.

         In the event of redemption of this Security in part only, a new
Security or Securities of this series, of like tenor, representing the
unredeemed portion hereof shall be issued in the name of the Holder hereof upon
the cancellation hereof.

         If an Event of Default with respect to the Securities of this series
shall occur and be continuing, the principal of this Security may be declared
due and payable in the manner and with the effect provided in the Indenture.

         The Indenture permits, with certain exceptions as therein provided, the
Trustee to enter into one or more supplemental indentures for the purpose of
adding any provisions to, or changing in any manner or eliminating any of the
provisions of, the Indenture with the consent of the Holders of a majority in
aggregate principal amount of the Securities of all series then Outstanding
under the Indenture, considered as one class; provided, however, that if there
shall be Securities of more than one series Outstanding under the Indenture and
if a proposed supplemental indenture shall directly affect the rights of the
Holders of Securities of one or more, but less than all, of such series, then
the consent of the Holders of only a majority in aggregate principal amount of
the Outstanding Securities of all series so directly affected, considered as one
class, shall be required; and provided, further, that if the Securities of any
series shall have been issued in more than one tranche and if the proposed
supplemental indenture shall directly affect the rights of the Holders of
Securities of one or more, but less than all, of such tranches, then the consent
only of the Holders of a majority in aggregate principal amount of the
Outstanding Securities of all tranches so directly affected, considered as one
class, shall be required; and provided, further, that the Indenture permits the
Trustee to enter into one or more supplemental indentures for limited purposes
without the consent of any Holders of Securities. The Indenture also contains
provisions permitting the Holders of a majority in principal amount



                                       6

of the Securities then Outstanding, on behalf of the Holders of all Securities,
to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange therefor
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security.

         No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and premium, if any, and
interest, if any, on this Security at the times, place and rate, in the coin or
currency, and in the manner, herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
and herein set forth, this Security or any portion of the principal amount
hereof will be deemed to have been paid for all purposes of the Indenture and to
be no longer Outstanding thereunder, and, at the election of the Company, the
Company's entire indebtedness in respect thereof will be satisfied and
discharged, if there has been irrevocably deposited with the Trustee or any
Paying Agent (other than the Company), in trust, money in an amount which will
be sufficient and/or Eligible Obligations, the principal of and interest on
which when due, without any regard to reinvestment thereof, will provide moneys
which, together with moneys so deposited, will be sufficient to pay when due the
principal of and premium, if any, and interest, if any, on this Security when
due.

         The Indenture contains terms, provisions and conditions relating to the
consolidation or merger of the Company with or into, and the conveyance or other
transfer, or lease, of assets to, another Person, to the assumption by such
other Person, in certain circumstances, of all of the obligations of the Company
under the Indenture and on the Securities and to the release and discharge of
the Company in certain circumstances, from such obligations.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office of The Bank of New York in New York, New York or such other office or
agency as may be designated by the Company from time to time, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series of authorized denominations and of like tenor and aggregate
principal amount, will be issued to the designated transferee or transferees.

         The Securities of this series are issuable only as registered
Securities, without coupons, and in denominations of $1,000 and integral
multiples thereof. As provided in the Indenture and subject to certain
limitations therein set forth, Securities of this series are exchangeable for a
like aggregate principal amount of Securities of the same series and tranche, of
any authorized denominations, as requested by the Holder surrendering the same,
and of like tenor upon surrender of the Security or Securities to be exchanged
at the Corporate Trust Office of the Trustee or such other office or agency as
may be designated by the Company from time to time.



                                       7

         The Company shall not be required to execute and the Security Registrar
shall not be required to register the transfer of or exchange of (a) Securities
of this series during a period of 15 days immediately preceding the date notice
is given identifying the serial numbers of the Securities of this series called
for redemption or (b) any Security so selected for redemption in whole or in
part, except the unredeemed portion of any Security being redeemed in part.

         No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the absolute owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.

         The Indenture and the Securities shall be governed by and construed in
accordance with the laws of the State of New York.

         As used herein, "Business Day" shall mean each day that is not a day on
which banking institutions or trust companies in the Borough of Manhattan, the
City and State of New York, or in the city where the Corporate Trust Office of
the Trustee is located, are obligated or authorized by law or executive order to
close.

         As provided in the Indenture, no recourse shall be had for the payment
of the principal of or premium, if any, or interest on any Securities, or for
any claim based thereon or otherwise in respect thereof, or of the indebtedness
represented thereby, or upon any obligation, covenant or agreement under the
Indenture, against, and no personal liability whatsoever shall attach to, or be
incurred by, any incorporator, stockholder, officer or director, as such, past,
present or future of the Company or of any predecessor or successor (either
directly or through the Company, or a predecessor or successor), whether by
virtue of any constitutional provision, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise; it being expressly agreed
and understood that the Indenture and this Security endorsed hereon are solely
corporate obligations and that any such personal liability is hereby expressly
waived and released as a condition of, and as part of the consideration for, the
execution of the Indenture and the issuance of this Security.



                                       8

         Unless the certificate of authentication hereon has been executed by
the Trustee or an Authenticating Agent by manual signature, this Security shall
not be entitled to any benefit under the Indenture or be valid or obligatory for
any purpose.

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

                                    JERSEY CENTRAL POWER & LIGHT COMPANY



                                    By:
                                       -----------------------------------------
                                       Richard H. Marsh
                                       Senior Vice President and Chief Financial
                                       Officer

Attested:


By:
     ----------------------
     David W. Whitehead
     Corporate Secretary


















                                       9

                          CERTIFICATE OF AUTHENTICATION

         This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.


Dated:                 , 2004                     THE BANK OF NEW YORK,
        ---------------                           as Trustee





                                                  By:
                                                     ------------------------
                                                     Authorized Officer
































                                       10

EX-12

EXHIBIT 12

JERSEY CENTRAL POWER & LIGHT COMPANY

CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES

					Year Ended December 31,					Six Months
	Jan. 1-		Nov. 7-							Ended
	Nov. 6, 2001		Dec. 31, 2001		2002			2003		June 30, 2004
	(Dollars in thousands)
EARNINGS AS DEFINED IN REGULATIONS-K:
Income before extraordinary items	$	34,467	$	30,041	$	251,895		$	68,017	$	50,234
Interest and other charges, before reduction for amounts capitalized		95,727		16,919		100,365			94,719		41,384
Provision for income taxes		52		20,101		181,855			46,440		37,356
Interest element of rentals charged to income (a)		3,913		124		3,239			5,374		3,364
Earnings as defined	$	134,159	$	67,185	$	537,354		$	214,550	$	132,338
FIXED CHARGES AS DEFINED IN REGULATION S-K:
Interest on long-term debt	$	77,205	$	14,234	$	92,314		$	87,681	$	40,531
Other interest expense		9,427		1,080		(2,643	)		1,690		853
Subsidiary’s preferred stock dividend requirements		9,095		1,605		10,694			5,347		—
Interest element of rentals charged to income (a)		3,913		124		3,239			5,374		3,364
Fixed charges as defined	$	99,640	$	17,043	$	103,604		$	100,092	$	44,748
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES		1.35		3.94		5.19			2.14		2.96

(a) Includes the interest element of rentals where determinable plus 1/3 of rental expense where no readily defined interest element can be determined.

EX-15

                                                                      EXHIBIT 15

September 16, 2004

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Commissioners:

We are aware that our reports dated May 7 and August 6, 2004 on our reviews of
interim financial information of Jersey Central Power & Light Company for the
three-month periods ended March 31, 2004 and 2003 and for the three-month and
six-month periods ended June 30, 2004 and 2003, respectively, and included in
the Company's quarterly report on Form 10-Q for the quarter ended March 31, 2004
and in the Company's quarterly report on Form 10-Q for the quarter ended June
30, 2004, respectively, are incorporated by reference in its Registration
Statement dated September 16, 2004.

Very truly yours,

/s/ PricewaterhouseCoopers LLP

Cleveland, Ohio


                                       1

EX-23.C

                                                                   EXHIBIT 23(C)

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


      We hereby consent to the incorporation by reference in this Registration
Statement on Form S-4 of Jersey Central Power & Light Company of our report
dated February 25, 2004 relating to the financial statements, which appears in
Jersey Central Power & Light Company's 2003 Annual Report to Stockholders, which
is incorporated by reference in its Annual Report on Form 10-K for the year
ended December 31, 2003. We also consent to the incorporation by reference of
our report dated February 25, 2004 relating to the financial statement
schedules, which appears in such Annual Report on Form 10-K. We also consent to
the reference to us under the heading "Independent Registered Public Accounting
Firm" in such Registration Statement.


PricewaterhouseCoopers LLP

Cleveland, Ohio

September 16, 2004


                                       2

EX-25

                                                                      EXHIBIT 25

                                    FORM T-1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                            SECTION 305(b)(2) [ ]

                              THE BANK OF NEW YORK
               (Exact name of trustee as specified in its charter)

              NEW YORK                            13-5160382
      (State of incorporation                  (I.R.S. employer
      if not a national bank)                 identification no.)
  ONE WALL STREET, NEW YORK, N.Y.                    10286
  (Address of principal executive                 (Zip code)
              offices)

                      JERSEY CENTRAL POWER & LIGHT COMPANY
               (Exact name of obligor as specified in its charter)

             NEW JERSEY                           21-0485010
  (State or other jurisdiction of              (I.R.S. employer
   incorporation or organization)             identification No.)

       C/O FIRSTENERGY CORP.
        76 SOUTH MAIN STREET
            AKRON, OHIO
  (Address of principal executive                    44308
              offices)                            (Zip code)


                      5.625% Exchange Senior Notes due 2016
                      -------------------------------------
                       (Title of the indenture securities)

1.    GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

(A)   NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH IT IS
      SUBJECT.



                NAME                                 ADDRESS
- -----------------------------------    -------------------------------------
                                    
Superintendent of Banks of the         2 Rector Street,
State of New York                      New York, N.Y. 10006, and
                                       Albany, N.Y. 12203

Federal Reserve Bank of New York       33 Liberty Plaza,
                                       New York, N.Y. 10045

Federal Deposit Insurance              Washington, D.C. 20429
Corporation

New York Clearing House Association    New York, New York 10005


(B)   WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

      Yes.

2.    AFFILIATIONS WITH OBLIGOR.

IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH AFFILIATION.

      None.

16.   LIST OF EXHIBITS.

EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE 7A-29
UNDER THE TRUST INDENTURE ACT OF 1939 AND RULE 24 OF THE COMMISSION'S RULES OF
PRACTICE.

1. A copy of the Organization Certificate of The Bank of New York (formerly
Irving Trust Company) as now in effect, which contains the authority to commence
business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to
Amendment No.1 to Form T-1, filed with Registration Statement No. 33-6215,
Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672
and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.)

4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed
with Registration Statement No. 33-31019.)

6. The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6
to Form T-1 filed with Registration Statement No. 33-44051.)

7. A copy of the latest report of condition of the Trustee published pursuant to
law or to the requirements of its supervising or examining authority.

                                    SIGNATURE

      Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Bank of New York, a corporation organized and existing under the
laws of the State of New York, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
The City of New York, and State of New York, on the 14th day of September, 2004.

                                    THE BANK OF NEW YORK

                                    By:   /s/  PATRICIA GALLAGHER
                                          --------------------------------
                                          Patricia Gallagher
                                          Vice President

                                                                       EXHIBIT 7

                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business June 30, 2004,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.



                                                                  DOLLAR AMOUNTS
                                                                   IN THOUSANDS
                                                                  --------------
                                                               
ASSETS
Cash and balances due from depository institutions:
  Noninterest-bearing balances and currency and coin              $  2,954,963
  Interest-bearing balances                                         10,036,895
Securities:
  Held-to-maturity securities                                        1,437,899
  Available-for-sale securities                                     20,505,806

Federal funds sold and securities purchased under
  agreements to resell
  Federal funds sold in domestic offices                             5,482,900
  Securities purchased under agreements to resell                      838,105
Loans and lease financing receivables:
  Loans and leases held for sale                                        48,034
  Loans and leases, net of unearned income                          38,299,913
  LESS: Allowance for loan and lease losses                            594,926
  Loans and leases, net of unearned income and allowance            37,704,987
Trading Assets                                                       2,986,727
Premises and fixed assets                                              957,249
  (including capitalized leases)
Other real estate owned                                                    374
Investments in unconsolidated subsidiaries and associated
    companies                                                          246,280
Customers' liability to this bank on acceptances outstanding           251,948
Intangible assets
    Goodwill                                                         2,699,812
    Other intangible assets                                            755,311
Other assets                                                         7,629,093
                                                                  ------------
Total assets                                                      $ 94,536,383
                                                                  ============

LIABILITIES
Deposits:
  In domestic offices                                             $ 36,481,716




                                                               
  Noninterest-bearing                                               15,636,690
  Interest-bearing                                                  20,845,026
  In foreign offices, Edge and Agreement subsidiaries, and IBFs     25,163,274
  Noninterest-bearing                                                  413,981
  Interest-bearing                                                  24,749,293
Federal funds purchased and securities sold under
  agreements to repurchase
  Federal funds purchased in domestic offices                          898,340
  Securities sold under agreements to repurchase                       721,016
Trading liabilities                                                  2,377,862
Other borrowed money:                                               10,475,320
  (includes mortgage indebtedness and obligations under
    capitalized leases)
Not applicable
Bank's liability on acceptances executed and outstanding               254,569
Subordinated notes and debentures                                    2,422,807
Other liabilities                                                    7,321,226
                                                                  ------------
Total liabilities                                                 $ 86,116,130
                                                                  ============
Minority interest in consolidated subsidiaries                         139,967

EQUITY CAPITAL
Perpetual preferred stock and related surplus                                0
Common stock                                                         1,135,284
Surplus                                                              2,082,308
Retained earnings                                                    5,118,989
Accumulated other comprehensive income                                 (56,295
Other equity capital components                                              0
Total equity capital                                                 8,280,286
                                                                  ------------
Total liabilities, minority interest, and equity capital          $ 94,536,383
                                                                  ============



      I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition is true and
correct to the best of my knowledge and belief.

                                          Thomas J. Mastro,
                                          Senior Vice President and
                                          Comptroller

      We, the undersigned directors, attest to the correctness of this statement
of resources and liabilities. We declare that it has been examined by us, and to
the best of our knowledge and belief has been prepared in conformance with the
instructions and is true and correct.

Thomas A. Renyi
Gerald L. Hassell        }  Directors
Alan R. Griffith

EX-99.A

EXHIBIT 99(a)

FORM OF LETTER OF TRANSMITTAL

Jersey Central Power & Light Company

LETTER OF TRANSMITTAL

Offer to Exchange its

5.625% Exchange Senior Notes due 2016

which have been registered under

the Securities Act of 1933, as amended,

for any and all of its outstanding

5.625% Senior Notes due 2016

that were issued and sold in a transaction

exempt from registration under the Securities Act

Pursuant to the Prospectus dated                             , 2004

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                     , 2004, UNLESS EXTENDED. TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

The Exchange Agent for the Exchange Offer Is: The Bank of New York

By Hand or Overnight Delivery:

The Bank of New York
101 Barclay Street
Corporate Trust Services Window
Ground Level
New York, New York 10286
Attention: Reorganization
Section/ Floor 7E By Registered or Certified Mail:

The Bank of New York
101 Barclay Street, 7E
New York, New York 10286
Attention: Reorganization
Section/Floor 7E By Facsimile Transmission:

(Eligible Institutions Only)
(212) 298-1915

To Confirm by Telephone or for Information:

(212) 815-6331

      DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS LISTED ABOVE, OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL TO A FACSIMILE NUMBER OTHER THAN AS LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

      THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED AND SIGNED.

      Capitalized terms used but not defined herein shall have the same meanings given to them in the Prospectus (as defined below).

      This Letter of Transmittal is to be completed either if (a) certificates are to be forwarded herewith or (b) tenders are to be made pursuant to the procedures for tender by book-entry transfer set forth under “The Exchange Offer — Procedures For Tendering Original Notes” in the Prospectus and an Agent’s Message (as defined below) is not delivered. Certificates, or book-entry confirmation of a book-entry transfer of such Original Notes into the Exchange Agent’s account at The Depository Trust Company (“DTC”), as well as this Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at its address set forth herein on or prior to the Expiration Date (as defined in the Prospectus). Tenders by book-entry transfer also may be made by delivering an Agent’s Message in lieu of this Letter of Transmittal. The term “book-entry confirmation” means a confirmation of a book-entry transfer of Original Notes into the Exchange Agent’s account at DTC. The

term “Agent’s Message” means a message, transmitted by DTC to and received by the Exchange Agent and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgment from the tendering participant, which acknowledgment states that such participant has received and agrees to be bound by this Letter of Transmittal and that Jersey Central Power & Light Company, a New Jersey corporation (the “Company”), may enforce this Letter of Transmittal against such participant.

      Holders (as defined below) of Original Notes whose certificates (the “Certificates”) for such Original Notes are not immediately available or who cannot deliver their Certificates and all other required documents to the Exchange Agent on or prior to the Expiration Date or who cannot complete the procedures for book-entry transfer on a timely basis, must tender their Original Notes according to the guaranteed delivery procedures set forth in “The Exchange Offer — Procedures For Tendering Original Notes — Guaranteed Delivery” in the Prospectus.

      DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

2

      NOTE: SIGNATURES MUST BE PROVIDED BELOW PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

      ALL TENDERING HOLDERS COMPLETE THIS BOX:

DESCRIPTION OF ORIGINAL NOTES
			Principal Amount
		Aggregate	of Original Notes
If blank, please print name and address of registered	Principal Amount	Tendered
Holder(s) of Original Notes	Certificate	of	(if less than
(Attach additional list if necessary)	Number(s)*	Original Notes	all)**
	Total:
* Need not be completed by book-entry Holders.
** Original Notes may be tendered in whole or in part in integral multiples of $1,000. All Original Notes shall be deemed tendered unless a lesser number is specified in this column. See “Partial Tenders and Withdrawal Rights” below.

(BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY)

o  CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC, AND COMPLETE THE FOLLOWING:

Name of Tendering Institution

DTC Account Number 

     Transaction Code Number 

o  CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING (SEE “DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES: GUARANTEED DELIVERY PROCEDURES” BELOW):

Name(s) of Registered Holder(s)

Window Ticket Number (if any)

Date of Execution of Notice of Guaranteed Delivery

Name of Institution which Guaranteed Delivery

If Guaranteed Delivery is to be made by Book-Entry Transfer:

Name of Tendering Institution

DTC Account Number 

     Transaction Code Number 

o  CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED ORIGINAL NOTES ARE TO BE RETURNED BY CREDITING THE DTC ACCOUNT NUMBER SET FORTH ABOVE.

o  CHECK HERE AND PROVIDE THE INFORMATION REQUESTED BELOW IF YOU ARE A PARTICIPATING BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE

3

PROSPECTUS AND, DURING THE NINETY-DAY PERIOD FOLLOWING THE CONSUMMATION OF THE EXCHANGE OFFER, 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO, AS WELL AS ANY NOTICES FROM THE COMPANY TO SUSPEND AND RESUME USE OF THE PROSPECTUS. BY TENDERING ITS ORIGINAL NOTES AND EXECUTING THIS LETTER OF TRANSMITTAL, EACH PARTICIPATING BROKER-DEALER AGREES TO NOTIFY THE COMPANY OR THE EXCHANGE AGENT WHEN IT HAS SOLD ALL OF ITS EXCHANGE NOTES. (IF NO PARTICIPATING BROKER-DEALERS CHECK THIS BOX, OR IF ALL PARTICIPATING BROKER-DEALERS WHO HAVE CHECKED THIS BOX SUBSEQUENTLY NOTIFY THE COMPANY OR THE EXCHANGE AGENT THAT ALL THEIR EXCHANGE NOTES HAVE BEEN SOLD, THE COMPANY WILL NOT BE REQUIRED TO MAINTAIN THE EFFECTIVENESS OF THE EXCHANGE OFFER REGISTRATION STATEMENT OR TO UPDATE THE PROSPECTUS AND WILL NOT PROVIDE ANY NOTICES TO ANY HOLDERS TO SUSPEND OR RESUME USE OF THE PROSPECTUS.)

PROVIDE THE NAME OF THE INDIVIDUAL WHO SHOULD RECEIVE, ON BEHALF OF THE HOLDER, ADDITIONAL COPIES OF THE PROSPECTUS, AND AMENDMENTS AND SUPPLEMENTS THERETO, AND ANY NOTICES TO SUSPEND AND RESUME USE OF THE PROSPECTUS:

Name: 

Address: 

4

NOTE: SIGNATURES MUST BE PROVIDED BELOW

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

      The undersigned hereby tenders to Jersey Central Power & Light Company, a New Jersey corporation (the “Company”), the above described principal amount of the Company’s 5.625% Senior Notes (the “Original Notes”) in exchange for an equivalent amount of the Company’s 5.625% Exchange Senior Notes, (the “Exchange Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), upon the terms and subject to the conditions set forth in the Prospectus dated                     , 2004 (as the same may be amended or supplemented from time to time, the “Prospectus”), receipt of which is hereby acknowledged, and in this Letter of Transmittal (which, together with the Prospectus, constitutes the “Exchange Offer”).

      Subject to and effective upon the acceptance for exchange of all or any portion of the Original Notes tendered herewith in accordance with the terms and conditions of the Exchange Offer (including, if the Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby sells, assigns and transfers to or upon the order of the Company all right, title and interest in and to such Original Notes as are being tendered herewith. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its agent and attorney-in-fact (with full knowledge that the Exchange Agent is also acting as agent of the Company in connection with the Exchange Offer) with respect to the tendered Original Notes, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) subject only to the right of withdrawal described in the Prospectus, to (i) deliver Certificates for Original Notes to the Company together with all accompanying evidences of transfer and authenticity to, or upon the order of, the Company, upon receipt by the Exchange Agent, as the undersigned’s agent, of the Exchange Notes to be issued in exchange for such Original Notes, (ii) present Certificates for such Original Notes for transfer, and to transfer the Original Notes on the books of the Company, and (iii) receive for the account of the Company all benefits and otherwise exercise all rights of beneficial ownership of such Original Notes, all in accordance with the terms and conditions of the Exchange Offer.

      The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, exchange, sell, assign and transfer the Original Notes tendered hereby and that, when the same are accepted for exchange, the Company will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances, and that the Original Notes tendered hereby are not subject to any adverse claims or proxies. The undersigned will, upon request, execute and deliver any additional documents deemed by the Company or the Exchange Agent to be necessary or desirable to complete the exchange, assignment and transfer of the Original Notes tendered hereby, and the undersigned will comply with its obligations under the Registration Rights Agreement. The undersigned has read and agrees to all of the terms of the Exchange Offer.

      The name(s) and address(es) of the registered Holder(s) of the Original Notes tendered hereby should be printed above, if they are not already set forth above, as they appear on the Certificates representing such Original Notes. The Certificate number(s) and the Original Notes that the undersigned wishes to tender should be indicated in the appropriate boxes above.

      If any tendered Original Notes are not exchanged pursuant to the Exchange Offer for any reason, or if Certificates are submitted for more Original Notes than are tendered or accepted for exchange, Certificates for such non-exchanged or non-tendered Original Notes will be returned (or, in the case of Original Notes tendered by book-entry transfer, such Original Notes will be credited to an account maintained at DTC), without expense to the tendering Holder, promptly following the withdrawal, rejection of tender or termination of the Exchange Offer.

      The undersigned understands that tenders of Original Notes pursuant to any one of the procedures described in “The Exchange Offer — Procedures For Tendering Original Notes” in the Prospectus and in the instructions attached hereto will, upon the Company’s acceptance for exchange of such tendered Original Notes, constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer. The undersigned recognizes that, under certain circumstances set forth in the Prospectus, the Company may not be required to accept for exchange any of the Original Notes tendered hereby.

5

      Unless otherwise indicated herein in the box entitled “Special Issuance Instructions” below, the undersigned hereby directs that the Exchange Notes be issued in the name(s) of the undersigned or, in the case of a book-entry transfer of Original Notes, that such Exchange Notes be credited to the account indicated above maintained at DTC. If applicable, substitute Certificates representing Original Notes not exchanged or not accepted for exchange will be issued to the undersigned or, in the case of a book-entry transfer of Original Notes, will be credited to the account indicated above maintained at DTC. Similarly, unless otherwise indicated under “Special Delivery Instructions” below, please deliver Exchange Notes to the undersigned at the address shown below the undersigned’s signature.

      By tendering Original Notes and executing this Letter of Transmittal or effecting delivery of an Agent’s Message in lieu thereof, the undersigned hereby represents and agrees that (i) any Exchange Notes you receive will be acquired in the ordinary course of business; (ii) you have no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of the Exchange Notes; (iii) you are not an “affiliate” of the Company as defined in Rule 405 of the Securities Act; (iv) if you are not a broker-dealer, you are not engaged in, and do not intend to engage in, the distribution of the Exchange Notes within the meaning of the Securities Act; and (v) if you are a participating broker-dealer that will receive Exchange Notes for your own account in exchange for Original Notes that were acquired as a result of market-making activities or other trading activities, you acknowledge that you will deliver a Prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes; provided that by so acknowledging and by delivering a Prospectus the undersigned does not admit that it is an “underwriter” within the meaning of the Securities Act. The Company may require the undersigned, as a condition to the undersigned’s eligibility to participate in the Exchange Offer, to furnish to the Company (or an agent thereof) in writing information as to the number of “beneficial owners” within the meaning of Rule 13d-3 under the Exchange Act, as amended (the “Exchange Act”), on behalf of whom the undersigned holds the Original Notes to be exchanged in the Exchange Offer.

      The Company has agreed that, subject to the provisions of the Registration Rights Agreement, the Prospectus, as it may be amended or supplemented from time to time, may be used by a participating broker-dealer in connection with resales of Exchange Notes received in exchange for Original Notes, where such Original Notes were acquired by such participating broker-dealer for its own account as a result of market-making activities or other trading activities. The Company has also agreed that, for a period of 90 days after the Expiration Date, it will make the Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, dealers effecting transactions in Exchange Notes may be required to deliver a Prospectus.

      As a result, a participating broker-dealer who intends to use the Prospectus in connection with resales of Exchange Notes received in exchange for Original Notes pursuant to the Exchange Offer must notify the Company, or cause the Company to be notified, prior to 5:00 p.m., New York City time, on the Expiration Date, that it is a participating broker-dealer. Such notice may be given in the space provided above or may be delivered to the Exchange Agent at the address set forth in the Prospectus under “The Exchange Offer — Exchange Agent.”

      The undersigned will, upon request, execute and deliver any additional documents deemed by the Company to be necessary or desirable to complete the sale, assignment and transfer of the Original Notes tendered hereby. All authority herein conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, legal representatives, successors and assigns of the undersigned. Except as stated in the Prospectus, this tender is irrevocable.

      The undersigned, by completing the box entitled “Description of Original Notes” above and signing this letter, will be deemed to have tendered the Original Notes as set forth in such box.

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IMPORTANT

HOLDERS: SIGN HERE

(Please Complete Substitute Form W-9 herein)

Signature(s) of Holder(s)

Date: 

(Must be signed by the registered holder(s) exactly as name(s) appear(s) on Certificate(s) for the Original Notes hereby tendered or on a security position listing or by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by trustee, executor, administrator, guardian, attorney-in-fact, officer of corporation or other person acting in a fiduciary or representative capacity, please provide the following information and see “Guarantee of Signatures” below.)

Name(s): 

(Please Print)

Capacity (full title):

Address:

(Include Zip Code)

Area Code and Telephone No.:

(See Substitute Form W-9 herein)

GUARANTEE OF SIGNATURE(S)

(See “Guarantee of Signatures” below)

Authorized Signature:

Name:

(Please Print)

Title:

Name of Firm:

Address:

(Include Zip Code)

Area Code and Telephone No.:

Date: 

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SPECIAL ISSUANCE INSTRUCTIONS

(SIGNATURE GUARANTEE REQUIRED

— See “Guarantee of Signatures”)

      TO BE COMPLETED ONLY if Exchange Notes or Original Notes not tendered are to be issued in the name of someone other than the registered Holder of the Original Notes whose name(s) appear(s) above.

Original Notes not tendered to:

Exchange Notes to:

Name:

(Please Print)

Address:

(Include Zip Code)

(Tax Identification or Social Security No.)

SPECIAL DELIVERY INSTRUCTIONS

(SIGNATURE GUARANTEE REQUIRED

— See “Guarantee of Signatures”)

      TO BE COMPLETED ONLY if Exchange Notes or Original Notes not tendered are to be sent to someone other than the registered Holder of the Original Notes whose name(s) appear(s) above, or such registered Holder at an address other than that shown above.

Original Notes not tendered to:

Exchange Notes to:

Name:

(Please Print)

Address:

(Include Zip Code)

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INSTRUCTIONS

Forming Part of the Terms and Conditions of the Exchange Offer

1.  Delivery of Letter of Transmittal and Certificates: Guaranteed Delivery Procedures.

      This Letter of Transmittal is to be completed either if (i) Certificates are to be forwarded herewith or (ii) tenders are to be made pursuant to the procedures for tender by book-entry transfer set forth in “The Exchange Offer — Procedures for Tendering Original Notes” in the Prospectus and an Agent’s Message is not delivered. Certificates, or timely confirmation of a book-entry transfer of such Original Notes into the Exchange Agent’s account at DTC, as well as this Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at its address set forth herein prior to 5:00 p.m., New York City time on the Expiration Date. Tenders by book-entry transfer may also be made by delivering an Agent’s Message in lieu thereof. Original Notes may be tendered in whole or in part in integral multiples of $1,000.

      Holders who wish to tender their Original Notes and pursuant to the exchange offer and the certificates for such Original Notes are not immediately available or time will not permit all required documents to reach the Exchange Agent before the Expiration Date, or the procedures for book-entry transfer cannot be completed on a timely basis, may nevertheless tender their Original Notes provided that all of the guaranteed delivery procedures set forth in “The Exchange Offer — Procedures For Tendering Original Notes — Guaranteed Delivery” in the Prospectus are complied with. Pursuant to such procedures:

      (i) such tenders are made by or through and Eligible Institution;

      (ii) prior to the Expiration Date, the Exchange Agent receives from the Eligible Institution a properly completed and duly executed notice of guaranteed delivery, substantially in the form accompanying this Letter of Transmittal, or an electronic message through ATOP with respect to guaranteed delivery for book-entry transfers, setting forth the name and address of the holder of Original Notes and the amount of Original Notes tendered, stating that the tender is being made thereby and guaranteeing that within three New York Stock Exchange, Inc. trading days after the date of execution of the notice of guaranteed delivery, or transmission of such electronic message through ATOP for book-entry transfers, the certificates for all physically tendered Original Notes, in proper form for transfer, or a book-entry confirmation, as the case may be, and any other documents required by this Letter of Transmittal will be deposited by the Eligible Institution with the Exchange Agent that

•  sets forth the name and address of the holder of Original Notes and the amount of Original Notes tendered,

•  states that the tender is being made thereby and

•  guarantees that within three New York Stock Exchange, Inc. trading days after the date of execution of the notice of guaranteed delivery, or transmission of such electronic message through ATOP for book-entry transfers, the certificates for all physically tendered Original Notes, in proper form for transfer, or a book-entry confirmation, as the case may be, and any other documents required by this Letter of Transmittal will be deposited by the Eligible Institution with the Exchange Agent; and

      (iii) the certificates (or book-entry confirmation) representing all tendered Original Notes, in proper form for transfer, together with a properly completed and duly executed Letter of Transmittal with any required signature guarantees (or a facsimile thereof), or a properly transmitted electronic message through ATOP in the case of book-entry transfers, and any other documents required by this Letter of Transmittal, are received by the Exchange Agent within three New York Stock Exchange, Inc. trading days after the date of execution of the notice of guaranteed delivery or transmission of such electronic message through ATOP with respect to guaranteed delivery for book-entry transfers.

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      The notice of guaranteed delivery may be delivered by hand or transmitted by facsimile or mail to the Exchange Agent and must include a guarantee by an Eligible Institution in the form set forth in such notice of guaranteed delivery. For Original Notes to be properly tendered pursuant to the guaranteed delivery procedure, the Exchange Agent must receive a notice of guaranteed delivery prior to the Expiration Date.

      The method of delivery of Certificates, this Letter of Transmittal and all other required documents is at the option and sole risk of the tendering Holder, and the delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, then registered mail with return receipt requested, properly insured, or overnight delivery service is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

      The Company will not accept any alternative, conditional or contingent tenders. Each tendering Holder, by execution of a Letter of Transmittal (or facsimile thereof), waives any right to receive any notice of the acceptance of such tender.

2. Signature Guarantees.

      Certificates for Original Notes need not be endorsed and signature guarantees are unnecessary unless:

      (i) a certificate for Original Notes is registered in a name other than that of the person surrendering the certificate or

      (ii) a registered holder completes the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” above.

      In the case of (i) or (ii) above, such certificates for Original Notes must be duly endorsed or accompanied by a properly executed note power, with the endorsement or signature on the note power and on this Letter of Transmittal, guaranteed by a firm or other entity identified in Rule 17Ad-15 under the Exchange Act of 1934 as an “eligible guarantor institution,” including (as such terms are defined therein) (i) a bank, (ii) a broker, dealer, municipal securities broker or dealer or government securities broker or dealer, (iii) a credit union, (iv) a national securities exchange, registered securities association or clearing agency or (v) a savings association that is a participant in a Securities Transfer Association (each an “Eligible Institution”), unless an Original Note is surrendered for the account of an Eligible Institution. See “Signatures on Letter of Transmittal, Assignment and Endorsements” below.

3. Inadequate Space.

      If the space provided in the box captioned “Description of Original Notes” is inadequate, the Certificate number(s) and/or the principal amount of Original Notes and any other required information should be listed on a separate signed schedule which is attached to this Letter of Transmittal.

4. Partial Tenders and Withdrawal Rights.

      Tenders of Original Notes will be accepted only in integral multiples of $1,000. If less than all the Original Notes evidenced by any Certificates submitted are to be tendered, fill in the principal amount of Original Notes which is to be tendered in the box entitled “Principal Amount of Original Notes Tendered.” In such case, new Certificate(s) for the remainder of the Original Notes which was evidenced by your old Certificate(s) will only be sent to the Holder of the Original Notes, promptly after the Expiration Date, unless otherwise indicated by the Special Delivery Instructions. All Original Notes represented by Certificates delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated.

      Except as otherwise provided herein, tenders of Original Notes may be withdrawn at any time before 5:00 p.m., New York City time, on the Expiration Date. In order for a withdrawal to be effective on or prior to that time, a written or facsimile transmission of such notice of withdrawal must be timely received by the Exchange Agent at one of its addresses set forth above or in the Prospectus before 5:00 p.m., New

10

York City time, on the Expiration Date. Any notice of withdrawal must specify the name of the person that tendered the Original Notes to be withdrawn, identify the Original Notes to be withdrawn, including the certificate number or numbers and principal amount of such Original Notes, include a statement that the holder is withdrawing its election to have the Original Notes exchanged, be signed by the holder in the same manner as the original signature on this Letter of Transmittal by which the Original Notes were tendered or as otherwise described above, including any required signature guarantees, or be accompanied by documents of transfer sufficient to have the trustee under the senior note indenture register the transfer of the Original Notes into the name of the person withdrawing the tender and specify the name in which any of the Original Notes are to be registered, if different from that of the person that tendered the Original Notes.

      The Exchange Agent will return the properly withdrawn Original Notes promptly following receipt of a notice of withdrawal. If Original Notes have been tendered pursuant to the procedure for book-entry transfer, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Original Notes or otherwise comply with DTC’s procedures.

      Any Original Notes withdrawn will not have been validly tendered for exchange for purposes of the Exchange Offer. Any Original Notes that have been tendered for exchange but which are not exchanged for any reason will be returned to the holder without cost to the holder as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. In the case of Original Notes tendered by book-entry transfer into the Exchange Agent’s account at DTC pursuant to its book-entry transfer procedures, the Original Notes will be credited to an account with DTC specified by the holder, as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn Original Notes may be retendered by following one of the procedures described under “The Exchange Offer — Procedures for Tendering Original Notes” in the Prospectus at any time on or before the Expiration Date.

      All questions as to the validity, form and eligibility (including time of receipt, acceptance and withdrawal of tendered Original Notes) of such withdrawal notices will be determined by the Company, in its sole discretion, whose determination shall be final and binding. The Company, any affiliates or assigns of the Company, the Exchange Agent or any other person shall not be under any duty to give any notification of any irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. Any Original Notes which have been tendered, but which are validly withdrawn, will be returned to the Holder thereof without cost to such Holder as soon as practicable after withdrawal.

5. Signatures on Letter of Transmittal, Assignment and Endorsements.

      If this Letter of Transmittal is signed by the registered Holder(s) of the Original Notes tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the Certificate(s) without alteration, enlargement or any change whatsoever.

      If any Original Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

      If any tendered Original Notes are registered in different name(s) on several Certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal (or facsimiles thereof) as there are different registrations of Certificates.

      If this Letter of Transmittal is signed by a person other than the registered owner(s) of the Original Notes listed, the Certificates must be endorsed or accompanied by appropriate bond powers, signed exactly as the name or names of the registered owner(s) appear(s) on the Certificates, and also must be accompanied by such opinions of counsel, certifications and other information as the Company or the Trustee for the Original Notes may require in accordance with the restrictions on transfer applicable to the Original Notes. Signatures on such Certificates or bond powers must be guaranteed by an Eligible Institution.

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6. Special Issuance and Delivery Instructions.

      If Exchange Notes are to be issued in the name of a person other than the signer of this Letter of Transmittal, or if Exchange Notes are to be sent to someone other than the signer of this Letter of Transmittal or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed. Certificates for Original Notes not exchanged will be returned by mail or, if tendered by book-entry transfer, by crediting the account indicated above maintained at DTC. See “Partial Tenders and Withdrawal Rights” above.

7. Irregularities.

      The Company will determine, in its sole discretion, all questions as to the form of documents, validity, eligibility (including time of receipt), acceptance and withdrawal of any tender of Original Notes, which determination shall be final and binding on all parties. The Company reserves the absolute right to reject any and all tenders determined by it not to be in proper form or the acceptance of which, or exchange for which, may, in the opinion of counsel to the Company, be unlawful. The Company also reserves the absolute right, subject to applicable law, to waive any of the conditions of the Exchange Offer set forth in the Prospectus under “The Exchange Offer — Conditions to the Exchange Offer” or any conditions or irregularities in any tender of Original Notes of any particular Holder whether or not similar conditions or irregularities are waived in the case of other Holders. The Company’s interpretation of the terms and conditions of the Exchange Offer (including this Letter of Transmittal and the instructions hereto) will be final and binding. No tender of Original Notes will be deemed to have been validly made until all irregularities with respect to such tender have been cured or waived. The Company, any affiliates or assigns of the Company, the Exchange Agent, or any other person shall not be under any duty to give notification of any irregularities in tenders or incur any liability for failure to give such notification.

8. Requests for Assistance and Additional Copies.

      Requests for assistance may be directed to the Exchange Agent at its address and telephone number set forth on the front of this Letter of Transmittal. Additional copies of the Prospectus, the Notice of Guaranteed Delivery and the Letter of Transmittal may be obtained from the Exchange Agent or from your broker, dealer, commercial bank, trust company or other nominee.

9. Backup Withholding; Substitute Form W-9.

      Under the U.S. federal income tax law, a Holder whose tendered Original Notes are accepted for exchange is required to provide the Exchange Agent with such Holder’s correct taxpayer identification number (“TIN”) on Substitute Form W-9 below. If the Exchange Agent is not provided with the correct TIN or an adequate basis for exemption, the Internal Revenue Service (the “IRS”) may subject the Holder or other payee to a $50 penalty. In addition, tendering Holders may be subject to backup withholding at the applicable rate on all reportable payments made after the Exchange Offer.

      To prevent backup withholding, each tendering Holder of Original Notes must provide its correct TIN by completing the Substitute Form W-9 set forth below, certifying that the Holder is a United States person (including a United States resident alien), that the TIN provided is correct (or that such Holder is awaiting a TIN) and that (1) the Holder is exempt from backup withholding, (2) the Holder has not been notified by the IRS that such Holder is subject to a backup withholding as a result of a failure to report all interest or dividends or (3) the IRS has notified the Holder that such Holder is no longer subject to backup withholding. The box in Part 2 of the Substitute Form W-9 may be checked if the tendering Holder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 2 is checked, the Holder or other payee must also complete the Certificate of Awaiting Taxpayer Identification Number below in order to avoid backup withholding. Notwithstanding that the box in Part 2 is checked and the Certificate of Awaiting Taxpayer Identification Number is completed, the Exchange Agent will withhold at the applicable rate on all reportable payments made prior to the time a properly certified TIN is provided to the Exchange Agent. The Exchange Agent

12

will retain such amounts withheld during the 60-day period following the date of the Substitute Form W-9. If the Holder furnishes the Exchange Agent with its TIN within 60 days after the date of the Substitute Form W-9, the amounts retained during the 60-day period will be remitted to the Holder, and no further amounts shall be retained or withheld from payments made to the Holder thereafter. If, however, the Holder has not provided the Exchange Agent with its TIN within such 60-day period, amounts withheld will be remitted to the IRS as backup withholding. In addition, all reportable payments made thereafter will be subject to backup withholding at the then applicable rate and the amounts so withheld will be remitted to the IRS until a correct TIN is provided.

      The Holder is required to give the Exchange Agent the TIN (e.g., social security number or employer identification number) of the registered owner of the Original Notes or of the last transferee appearing on the transfers attached to, or endorsed on, the Original Notes. If the Original Notes are registered in more than one name or are not in the name of the actual owner, consult the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional guidance on which number to report.

      Certain Holders (including, among others, corporations, financial institutions and certain foreign persons) may not be subject to the backup withholding and reporting requirements. Such Holders should nevertheless complete the attached Substitute Form W-9 below, and write “exempt” on the face thereof, to avoid possible erroneous backup withholding. A foreign person may qualify as an exempt recipient by submitting a properly completed IRS Form W-8BEN, “Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding,” or, if applicable, Form W-8EC1, “Certificate of Foreign Person’s Claim for Exemption from Withholding on Income Effectively Connected with the Conduct of a Trade or Business in the United States,” signed under penalties of perjury, attesting to that Holder’s exempt status. Please consult the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional guidance on which Holders are exempt from backup withholding.

      Backup withholding is not an additional U.S. federal income tax. Rather, amounts withheld under the backup withholding rules will be allowed as a credit or refund against a Holder’s U.S. federal income tax liability if certain required information is provided to the IRS.

10. Waiver of Conditions.

      The Company reserves the absolute right to waive satisfaction of any or all conditions enumerated in the Prospectus.

11. No Conditional Tenders.

      No alternative, conditional or contingent tenders will be accepted. All tendering Holders of Original Notes, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of Original Notes for exchange.

      Although the Company intends to notify holders of defects or irregularities with respect to tenders of Original Notes, neither the Company, the Exchange Agent nor any other person will incur any liability for failure to give notification.

12. Lost, Destroyed or Stolen Certificates.

      If any Certificate(s) representing Original Notes have been lost, destroyed or stolen, the Holder should promptly notify the Exchange Agent. The Holder will then be instructed as to the steps that must be taken in order to replace the Certificate(s). This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen Certificate(s) have been followed.

13. Security Transfer Taxes.

      Holders who tender their Original Notes for exchange will not be obligated to pay any transfer taxes in connection therewith. If, however, Exchange Notes are to be delivered to, or are to be issued in the

13

name of, any person other than the registered Holder of the Original Notes tendered or if tendered Original Notes are registered in the name of any person other than the person signing this Letter of Transmittal, or if a transfer tax is imposed for any reason other than the exchange of Original Notes in connection with the Exchange Offer, then the amount of any such transfer tax (whether imposed on the registered Holder or any other persons) will be payable by the tendering Holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with the Letter of Transmittal, the amount of such transfer taxes will be billed directly to such tendering Holder.

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TO BE COMPLETED BY ALL TENDERING HOLDERS
(SEE INSTRUCTION 9)
SUBSTITUTE Form W-9	Part 1 — PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW:	TIN: (Social Security Number or Employer Identification Number)
	Part 2 — TIN Applied For o

Department of the Treasury Internal Revenue Service Payor’s Request for Taxpayer Identification Number (“TIN”) and Certification
CERTIFICATION: UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT
(1) the number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me);
(2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding;
(3) I am a U.S. person (including a U.S. resident alien); and
(4) any other information provided on this form is true and correct.

	Signature	Date
You must cross out item (2) of the above certification if you have been notified by the IRS that you are subject to backup withholding because of underreporting of interest or dividends on your tax return and you have not been notified subsequently by the IRS that you are no longer subject to backup withholding.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 2 OF SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER      I certify under penalties of perjury that a Taxpayer Identification Number has not been issued to me, and either (a) I have mailed or delivered an application to receive a Taxpayer Identification Number to the appropriate Internal Revenue Service Center or Social Security Administrative Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a Taxpayer Identification Number by the time of the exchange, all reportable payments made to me thereafter will be subject to backup withholding at the applicable rate until I provide a number.

Signature Date

15

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9¹

Guidelines for Determining the Proper Identification Number to Give the Payer. — Social Security numbers have nine digits separated by two hyphens, i.e.,000-00-0000. Employer identification numbers have nine digits separated by only one hyphen, i.e., 00-0000000. The table below will help determine the number to give the payor.

For this type of account:	Give the
	Social Security
	number of—
1. An individual’s account	The individual
2. Two or more individuals (joint account)	The actual owner of the account or, if combined funds, any one of the individuals(1)
3. Husband and wife (joint account)	The actual owner of the account or, if joint funds, either person(1)
4. Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
5. Adult and minor (joint account)	The adult or, if the minor is the only contributor, the minor(1)
6. Account in the name of guardian or committee for a designated ward, minor, or incompetent person	The ward, minor, or incompetent person(3)
7. a. The usual revocable savings trust account (grantor is also trustee)	The grantor-trustee(1)
b. So-called trust account that is not a legal or valid trust under State law	The actual owner(1)
8. Sole proprietorship account	The owner(4)

For this type of account:	Give the
	EMPLOYER
	IDENTIFICATION
	number of—
9. A valid trust, estate, or pension trust	The legal entity (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)(5)
10. Corporate account	The corporation
11. Religious, charitable, or educational organization account	The organization
12. Partnership account held in the name of the business	The partnership
13. Association, club, or other tax-exempt organization	The organization
14. A broker or registered nominee	The broker or nominee
15. Account with the Department of Agriculture in the name of a public entity (such a State or local government, school district, or prison) that receives agricultural program payments	The public entity

(1) List first and circle the name of the person whose number you furnish.

(2) Circle the minor’s name and furnish the minor’s Social Security number.

(3) Circle the ward’s, minor’s, or incompetent person’s name and furnish such person’s Social Security number.

(4) Show the name of the owner.

(5) List first and circle the name of the legal trust, estate, or pension trust.

Note:  If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

¹ These guidelines should be enclosed in mailing, not attached, and are included here for reference only.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Page 2

Obtaining a Number

If you don’t have a taxpayer identification number or you don’t know your number, obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service and apply for a number.

Payees Exempt from Backup Withholding

Payees specifically exempted from backup withholding on ALL payments include the following:

•  An organization exempt from tax under section 501(a), an individual retirement plan, or certain custodial accounts under section 403(b)(7) that meet the requirements of section 401(f)(2).

•  The United States or any agency or instrumentality thereof.

•  A State, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof.

•  A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof.

•  An international organization or any agency or instrumentality thereof.

Other payees that may be exempt from backup withholding include:

•  A corporation.

•  A foreign central bank of issue.

•  A registered dealer in securities or commodities registered in the United States or a possession of the United States.

•  A futures commission merchant registered with the Commodity Futures Trading Commission.

•  A real estate investment trust.

•  An entity registered at all times under the Investment Company Act of 1940.

•  A common trust fund operated by a bank under section 584(a).

•  A financial institution.

•  A middleman known in the investment community as a nominee or who is listed in the most recent publication of the American Society of Corporate Secretaries, Inc., Nominee List.

•  A trust exempt from tax under section 664 or described in section 4947.

Payments of dividends and patronage dividends not generally subject to backup withholding include the following:

•  Payments to nonresident aliens subject to withholding under section 1441.

•  Payments to partnerships not engaged in a trade or business in the U.S. and which have at least one nonresident partner.

•  Payments of patronage dividends where the amount received is not paid in money.

•  Payments made by certain foreign organizations.

•  Payments made to a nominee.

Payments of interest not generally subject to backup withholding include the following:

•  Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer’s trade or business and you have not provided your correct taxpayer identification number to the payer.

•  Payments of tax-exempt interest (including exempt-interest dividends under section 852).

•  Payments described in section 6049(b)(5) to nonresident aliens.

•  Payments on tax-free covenant bonds under section 1451.

•  Payments made by certain foreign organizations.

•  Payments made to a nominee.

Exempt payees described above should file Substitute Form W-9 to avoid possible erroneous backup withholding. FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE “EXEMPT” ON THE FACE OF THE FORM, SIGN AND DATE THE FORM, AND FILE THE FORM WITH THE PAYER.

Certain payments other than interest, dividends, and patronage dividends, that are subject to information reporting are also not subject to backup withholding. For details, see the regulations under sections 6041, 6041A(a), 6045, and 6050A.

Privacy Act Notice. — Section 6109 requires most recipients of dividends, interest, or other payments to give taxpayer identification numbers of payers who must report the payments to the IRS. The IRS uses the numbers for identification purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 30% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

Penalties

(1) Penalty for Failure to Furnish Taxpayer Identification Number. — If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Failure to Report Certain Dividend and Interest Payments. — If you fail to include any portion of an includible payment for interest, dividends, or patronage dividends in gross income and such failure is due to negligence, you will be subject to a penalty of 20% on any portion of an under-payment attributable to that failure unless there is clear and convincing evidence to the contrary.

(3) Civil Penalty for False Information With Respect to Withholding. — If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500.

(4) Criminal Penalty for Falsifying Information. — Falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE. EX-99.B 10 l09554aexv99wb.htm EXHIBIT 99(B) FORM OF NOTICE OF GUARANTEED DELIVERY

EXHIBIT 99(b)

FORM OF NOTICE OF GUARANTEED DELIVERY

JERSEY CENTRAL POWER & LIGHT COMPANY

NOTICE OF GUARANTEED DELIVERY

Offer to Exchange its

5.625% Exchange Senior Notes due 2016

which have been registered under

the Securities Act of 1933, as amended,

for any and all of its outstanding

5.625% Senior Notes due 2016

that were issued and sold in a transaction

exempt from registration under the Securities Act

Pursuant to the Prospectus dated                            , 2004

        This Notice of Guaranteed Delivery, or one substantially equivalent to this form, must be used to accept the Exchange Offer (as defined below) if (i) certificates for the Company’s 5.625% Senior Notes due 2016 (the “Original Notes”) are not immediately available, (ii) Original Notes, the Letter of Transmittal and all other required documents cannot be delivered to The Bank of New York (the “Exchange Agent”) prior to 5:00 p.m., New York City time, on the Expiration Date or (iii) the procedures for delivery by book-entry transfer cannot be completed on a timely basis. This Notice of Guaranteed Delivery may be delivered by hand, overnight courier or mail, or transmitted by facsimile transmission, to the Exchange Agent. See “The Exchange Offer — Procedures for Tendering Original Notes” in the Prospectus. In addition, in order to utilize the guaranteed delivery procedure to tender Original Notes pursuant to the Exchange Offer, a completed, signed and dated Letter of Transmittal relating to the Original Notes (or facsimile thereof) must also be received by the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date. Capitalized terms not defined herein have the meanings assigned to them in the Prospectus.

The Exchange Agent for the Exchange Offer Is: The Bank of New York

By Hand or Overnight Delivery:

The Bank of New York
101 Barclay Street
Corporate Trust Services Window
Ground Level
New York, New York 10286
Attention: Reorganization
Section/Floor 7E By Registered or Certified Mail:

The Bank of New York
101 Barclay Street, 7E
New York, New York 10286
Attention: Reorganization
Section/Floor 7E By Facsimile Transmission:

(Eligible Institutions Only)
(212) 298-1915


To Confirm by Telephone or for Information:


(212) 815-6331

      DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

      THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN “ELIGIBLE INSTITUTION” UNDER THE INSTRUCTIONS THERETO,

SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.

Ladies and Gentlemen:

      The undersigned hereby tenders to Jersey Central Power & Light Company, a New Jersey corporation (the “Company”), upon the terms and subject to the conditions set forth in the Prospectus dated                     , 2004 (as the same may be amended or supplemented from time to time, the “Prospectus”), and the related Letter of Transmittal (which together constitute the “Exchange Offer”), receipt of which is hereby acknowledged, the aggregate principal amount of Original Notes set forth below pursuant to the guaranteed delivery procedures set forth in the Prospectus under the caption “The Exchange Offer — Procedures for Tendering Original Notes.”

	Certificate	Principal	Principal
	Numbers	Amount	Amount
Name(s) and Address(es) of Holder(s)	(if available)	Represented	Tendered*
		$	$
		$	$
		$	$
* Must be in integral multiples of $1,000.

If Original Notes will be tendered by book-entry transfer, provide the following information:

DTC Account Number:

Date:

2

All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

PLEASE SIGN HERE

X 

X 

Signature(s) of Registered Holder(s) or Authorized Signatory

DATE: 

AREA CODE AND TELEPHONE NO.: 

          Must be signed by the holder(s) of the Original Notes as their name(s) appear(s) on certificates for Original Notes or on a security position listing, or by person(s) authorized to become registered holder(s) by endorsement and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below and, unless waived by the Company, provide proper evidence satisfactory to the Company of such person’s authority to so act.

Please print name(s) and address(es)

NAME: 

CAPACITY: 

ADDRESS (INCLUDING ZIP CODE): 

GUARANTEE OF DELIVERY

(Not to be used for signature guarantee)

          The undersigned, a firm or other entity identified in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, as an “eligible guarantor institution,” including (as such terms are defined therein) (i) a bank, (ii) a broker, dealer, municipal securities broker, government securities broker or government securities dealer, (iii) a credit union, (iv) a national securities exchange, registered securities association or clearing agency or (v) a savings association that is a participant in a Securities Transfer Association (each of the foregoing being referred to as an “Eligible Institution”), hereby guarantees to deliver to the Exchange Agent, at one of its addresses set forth above, either the Original Notes tendered hereby in proper form for transfer, or confirmation of the book-entry transfer of such Original Notes to the Exchange Agent’s account at The Depository Trust Company (“DTC”), pursuant to the procedures for book-entry transfer set forth in the Prospectus, in either case together with one or more properly completed and duly executed Letter(s) of Transmittal (or facsimile thereof) and any other required documents within three New York Stock Exchange trading days after the date of execution of this Notice of Guaranteed Delivery.

          The undersigned acknowledges that it must deliver the Letter(s) of Transmittal (or facsimile thereof) and the Original Notes tendered hereby to the Exchange Agent within the time period set forth above and that failure to do so could result in a financial loss to the undersigned.

SIGNATURE GUARANTEE

(Authorized Signature)

(Printed Name)

(Title)

(Name Of Firm)

(Address (Including Zip Code) And Telephone Number (Including Area Code) Of Firm)

Date: 

NOTE: DO NOT SEND CERTIFICATES FOR OUTSTANDING DEBT WITH THIS FORM. CERTIFICATES FOR OUTSTANDING DEBT SHOULD BE SENT ONLY WITH YOUR LETTER OF TRANSMITTAL.

EX-99.B

Exhibit 99(B)

EX-99.C

EXHIBIT 99(c)

FORM OF LETTER TO REGISTERED HOLDERS AND/ OR DTC PARTICIPANTS

JERSEY CENTRAL POWER & LIGHT COMPANY

Instruction to Registered Holder and/or Depository

Trust Company Participant from Beneficial Owner for

Offer to Exchange its

5.625% Exchange Senior Notes due 2016

which have been registered under

the Securities Act of 1933, as amended,

for any and all of its outstanding

5.625% Senior Notes due 2016

that were issued and sold in a transaction

exempt from registration under the Securities Act

Pursuant to the Prospectus dated                            , 2004

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 PM., NEW YORK CITY TIME, ON                     , 2004, UNLESS THE OFFER IS EXTENDED. TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

To Registered Holder and/or Depository Trust Company Participant:

      The undersigned hereby acknowledges receipt of the Prospectus dated                     , 2004 (the “Prospectus”) of Jersey Central Power & Light Company, a New Jersey corporation (the “Company”), and the accompanying Letter of Transmittal (the “Letter of Transmittal”), that together constitute the Company’s offer (the “Exchange Offer”) to exchange its 5.625% Exchange Senior Notes due 2016 (the “Exchange Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for all of its outstanding 5.625% Senior Notes due 2016 (the “Original Notes”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus.

      This will instruct you, the registered holder and/or Depository Trust Company Participant, as to the action to be taken by you relating to the Exchange Offer with respect to the Original Notes held by you for the account of the undersigned.

      The aggregate face amount of the Original Notes held by you for the account of the undersigned is (FILL IN AMOUNT):

$          of the 5.625% Senior Notes due 2016.

      With respect to the Exchange Offer, the undersigned hereby instructs you (CHECK APPROPRIATE BOX):

o  To TENDER the following Original Notes held by you for the account of the undersigned (INSERT PRINCIPAL AMOUNT OF ORIGINAL NOTES TO BE TENDERED (IF LESS THAN ALL)):

$          of the 5.625% Senior Notes due 2016.

o  NOT to TENDER any Original Notes held by you for the account of the undersigned.

      If the undersigned instructs you to tender the Original Notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations that (i) any Exchange Notes you receive will be acquired in the ordinary course of business; (ii) you have no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of the Exchange Notes; (iii) you are not an “affiliate” of the Company as defined in Rule 405 of the Securities Act; (iv) if you are not a broker-dealer, you are not engaged in, and do not intend to engage in, the distribution of the Exchange Notes within the meaning of the Securities Act; and (v) if you are a participating broker-dealer that will receive Exchange Notes for your own account in exchange for Original Notes that were acquired as a result of market-making activities or other trading activities, you acknowledge that you will deliver a Prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes. The Company may require the undersigned, as a condition to the undersigned’s eligibility to participate in the Exchange Offer, to furnish to the Company (or an agent thereof) in writing information as to the number of “beneficial owners” within the meaning of Rule 13d-3 under the Exchange Act of 1934, as amended (the “Exchange Act”), on behalf of whom the undersigned holds the Original Notes to be exchanged in the Exchange Offer. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Original Notes, it represents that the Original Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a Prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a Prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

SIGN HERE

Name of Beneficial Owner(s)

Signature

Name(s) (Please Print)

Address

Telephone Number

Taxpayer Identification or Social Security Number

Date

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