Exhibit 3-E




                       CERTIFICATE OF LIMITED PARTNERSHIP

                                       OF

                            MET-ED CAPITAL II, L.P.



                  This Certificate of Limited Partnership of Met-Ed Capital II,
L.P. (the  "Partnership")  is being duly  executed and filed by the  undersigned
sole  general  partner of the  Partnership  for the purpose of forming a limited
partnership pursuant to the Delaware Revised Uniform Limited Partnership Act.

                  1. The name of the Partnership is Met-Ed Capital II, L.P.

                  2. The address of the registered  office of the Partnership in
the State of Delaware is 1013  Centre  Road,  Wilmington,  Delaware  19805.  The
Partnership's registered agent at that address is Corporation Service Company.

                  3. The name and mailing address of the sole general partner of
the Partnership are:

                  NAME                         ADDRESS
                  ----                         -------

                  Met-Ed Preferred             c/o GPU Service, Inc.
                  Capital II, Inc.             310 Madison Avenue
                                               Morristown, New Jersey 07962-1957


                  IN WITNESS  WHEREOF,  the  undersigned,  constituting the sole
general  partner of the  Partnership,  has caused  this  Certificate  of Limited
Partnership to be duly executed as of the 1st day of September, 1998.



                                             MET-ED PREFERRED CAPITAL II, INC.,
                                             as General Partner



                                             By:/s/ T. G. Howson
                                             -------------------
                                             Name:  T.G. Howson
                                             Title: Vice President