EXHIBIT 23-D





                          CONSENT OF INDEPENDENT ACCOUNTANTS



          We consent to the incorporation by reference in the registration
          statements of Pennsylvania Electric Company on Form S-3 (File
          Nos. 33-49669, 33-53677 and 33-53677-01) of our report dated
          February 5, 1997, on our audits of the consolidated financial
          statements and financial statement schedule of Pennsylvania
          Electric Company and Subsidiaries as of December 31, 1996 and
          1995, and for each of the three years in the period ended
          December 31, 1996, which report is included in this Annual Report
          on Form 10-K, for the year ended December 31, 1996.





          New York, New York
          March 10, 1997