Exhibit 4-J

                                 AMENDMENT NO. 1
                                       TO
                         PAYMENT AND GUARANTEE AGREEMENT

                  THIS AMENDMENT NO. 1, dated November 23, 1999, is executed and
delivered by Pennsylvania Electric Company, a Pennsylvania corporation, to amend
and supplement  that certain PAYMENT AND GUARANTEE  AGREEMENT,  dated as of June
16, 1999 ("Guarantee Agreement") executed and delivered by Pennsylvania Electric
Company.  Capitalized terms used but not otherwise defined herein shall have the
meanings assigned to such terms in the Guarantee Agreement.

                  WHEREAS,  the Guarantor has previously  executed the Guarantee
Agreement  for the  benefit  of the  Holder  from time to time of the  Preferred
Securities of the Issuer.

                  WHEREAS,  the  Guarantor  desires to guarantee  the payment of
certain additional obligations, as set forth below:

                  NOW,  THEREFORE,  in  consideration  of the premises and other
consideration, receipt of which is hereby acknowledged, the Guarantor, intending
to be legally bound hereby, agrees as follows:

                  SECTION 1.01.     To the fullest extent permitted by law, this
Amendment No. 1 shall be effective retroactive to June 16, 1999.

                  SECTION 1.02.     The following sentence is added at the end
of Section 2.01 of the Guarantee Agreement:

                  The  Guarantor  also hereby  irrevocably  and  unconditionally
                  agrees  to pay in full all of the costs  and  expenses  of the
                  General Partner and all of the costs, expenses and liabilities
                  of the  Issuer and  Penelec  Capital  Trust  that the  General
                  Partner has agreed to pay  pursuant to Section  8.03(c) of the
                  Limited Partnership Agreement or otherwise, to the extent such
                  costs and expenses are not otherwise paid.

                  SECTION  1.03.  Except  as  expressly   modified  herein,  the
Guarantee Agreement shall remain in full force and effect.





                  THIS AMENDMENT NO. 1 TO THE GUARANTEE AGREEMENT is executed as
of the day and year first above written.

                                            PENNSYLVANIA ELECTRIC COMPANY


                                            By: ------------------------------
                                                Name:  T.G. Howson
                                                Title: Vice President and
                                                       Treasurer



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