EXHIBIT 23(D)




                          CONSENT OF INDEPENDENT ACCOUNTANTS



                We consent to the incorporation by reference in the
          registration statements of Pennsylvania Electric Company on Forms
          S-3 (File Nos. 33-49669, 33-53677 and 33-53677-01) of our report
          dated February 1, 1995, on our audits of the consolidated
          financial statements and financial statement schedule of
          Pennsylvania Electric Company and Subsidiaries as of December 31,
          1994 and 1993, and for each of the three years in the period
          ended December 31, 1994, which report is included in this Annual
          Report on Form 10-K, for the year ended December 31, 1994.  Our
          report on such audits contains explanatory paragraphs related to
          certain contingencies which have resulted from the accident at
          Unit 2 of the Three Mile Island Nuclear Generating Station; the
          adoption of the provisions of the Financial Accounting Standards
          Board's Statement of Financial Accounting Standards ("SFAS") No.
          109, "Accounting for Income Taxes," and the provisions of SFAS
          No. 106, "Employers' Accounting for Postretirement Benefits Other
          Than Pensions" in 1993.




                                       COOPERS & LYBRAND L.L.P.



          New York, New York
          March 9, 19952