Exhibit 3-E

                           METROPOLITAN EDISON COMPANY

                       RESTATED ARTICLES OF INCORPORATION

I.       The name of the Company is METROPOLITAN EDISON COMPANY.

II.      The location and post office address of the registered office of the
Company in the Commonwealth of Pennsylvania is:

                              2800 Pottsville Pike
                               Muhlenberg Township
                        Berks County, Pennsylvania 19605

III.     The purposes for which the Company is incorporated are as follows:

         A.       The production, generation, manufacture, transmission,
transportation, distribution, furnishing and supply of electricity to or for the
public.
         B.       The engaging in all other lawful business for which
corporations may be incorporated under the Business Corporation Law of 1988.

IV.      The term of existence of the Company shall be perpetual.

V.       The aggregate number of shares which the Company shall have authority
to issue shall be:

         A.       900,000 shares of Common Stock without par value; and

         B.       10,000,000 shares of Preferred Stock, without par value,
having a maximum aggregate stated value of $250,000,000.

VI.  The  board  of  directors   shall  have  the  authority  to  determine  the
designations,   preferences,   voting   powers,   qualifications,   limitations,
restrictions,  and special or relative  rights in respect of any class or series
of the Preferred Stock.

VII. If authorized by the board of directors of the Company,  any or all classes
or series of shares, or any part thereof, may be uncertificated  shares,  except
that with  respect to any  outstanding  shares of the Company  represented  by a
certificate,   such  shares  shall  not  be  uncertificated   shares  until  the
certificate is surrendered to the Company.