45959v2
                                                                     Exhibit 4-J

                              CERTIFICATE OF TRUST

                            OF PENELEC CAPITAL TRUST


      THIS Certificate of Trust of Penelec Capital Trust (the "Trust"), dated as
of August 20,  1998,  is being duly  executed and filed by the  undersigned,  as
trustees,  to form a business  trust under the Delaware  Business  Trust Act (12
Del. C. Section 3801, et seq.).

      1.    Name.  The name of the business trust formed hereby is Penelec
Capital Trust.

      2. Delaware  Trustee.  The name and business address of the trustee of the
Trust with a principal place of business in the State of Delaware is The Bank of
New York (Delaware), White Clay Center, Route 273, Newark, Delaware 19711.

      IN WITNESS WHEREOF, the undersigned, being the trustees of the Trust, have
executed this Certificate of Trust as of the date first above written.


                                    /s/ T.G. Howson
                                    ------------------------------------------
                                   T.G. Howson, not in his individual
                                    capacity but solely as trustee


                                    /s/ P. R. Chatman
                                    ------------------------------------------
                                    P. R. Chatman, not in her
                                    individual capacity but solely
                                   as trustee


                                    /s/ M. E. Gramlich
                                    ------------------------------------------
                                    M. E. Gramlich, not in her
                                    individual capacity but solely
                                   as trustee

                                    THE BANK OF NEW YORK (DELAWARE), not in
                                    its individual capacity
                                    but solely as trustee



                                    By: /s/ Mary Jane Morrissey
                                    ------------------------------------------
                                        Name:  Mary Jane Morrissey
                                        Title:  Authorized Signatory

                                    THE BANK OF NEW YORK, not in its
                                    individual capacity but solely as trustee



                                    By: /s/ Mary Jane Schmalzel
                                    ------------------------------------------
                                        Name: Mary Jane Schmalzel
                                        Title:  Vice President