GENERAL PUBLIC UTILITIES CORP /PA/
POS AMC, 1994-09-16
ELECTRIC SERVICES
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                                          Post-Effective Amendment No. 2 to
                                                       SEC File No. 70-7926

                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

                                       FORM U-1
                                     DECLARATION
                                        UNDER
                THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ("Act")

                     GENERAL PUBLIC UTILITIES CORPORATION ("GPU")
                                100 Interpace Parkway
                             Parsippany, New Jersey 07054

                    JERSEY CENTRAL POWER & LIGHT COMPANY ("JCP&L")
                                  300 Madison Avenue
                             Morristown, New Jersey 07960

                        METROPOLITAN EDISON COMPANY ("Met-Ed")
                                 2800 Pottsville Pike
                                    P.O. Box 16001
                             Reading, Pennsylvania 19640

                      PENNSYLVANIA ELECTRIC COMPANY ("Penelec")
                   1001 Broad Street, Johnstown, Pennsylvania 15907
                    (Names of companies filing this statement and
                      addresses of principal executive offices)

                          GENERAL PUBLIC UTILITIES CORPORATION
            (Name of top registered holding company parent of applicants)

          T. G. Howson, Vice President            Douglas E. Davidson, Esq.
             and Treasurer                        Berlack, Israels & Liberman
          M. A. Nalewako, Secretary               120 West 45th Street
          General Public Utilities Corporation    New York, New York 10036
          100 Interpace Parkway
          Parsippany, New Jersey 07054

          R. S. Cohen, Esq.                       W. Edwin Ogden, Esq.
          Jersey Central Power & Light            Ryan, Russell, Ogden &
           Company                                  Seltzer
          300 Madison Avenue                      1100 Berkshire Boulevard
          Morristown, New Jersey 07960            P.O. Box 6219
                                                  Reading, Pennsylvania 19610

          W.C. Matthews, II, Secretary            Robert C. Gerlach, Esq.
          Metropolitan Edison Company             Ballard  Spahr Andrews  &
          2800 Pottsville Pike                     Ingersoll
          P.O. Box 16001                          1735 Market Street
          Reading, Pennsylvania  19640            Philadelphia, Pennsylvania
                                                   19103
                    and
          Pennsylvania Electric Company
          1001 Broad Street
          Johnstown, Pennsylvania  15907
                                                                           <PAGE>


                     (Names and addresses of agents for service)<PAGE>





                    GPU, JCP&L,  Met-Ed and  Penelec (the  "GPU Companies")

          hereby  post-effectively amend  their  Declaration  on Form  U-1,

          docketed in SEC File No. 70-7926, as follows:



               1.   By changing the date in the third sentence of paragraph

          F of Post-Effective Amendment No. 1 from "December 31, 1999" to

          "Decemeber 31, 1997".



               2.   By amending the first two  paragraphs of paragraph N of

          Post-Effective  Amendment  No. 1  to  read in  their  entirety as

          follows:



                         N.   The GPU Companies submit that all of the
               criteria  of Rules 53 and 54 under the Act with respect
               to the issuance and sale  of notes proposed herein  are
               satisfied:

                             (i)   The  average consolidated  retained
               earnings for GPU and  its subsidiaries, as reported for
               the four most recent  quarterly periods in GPU's Annual
               Report on  Form 10-K  for the year  ended December  31,
               1993  and  Quarterly  Reports  on  Form  10-Q  for  the
               quarters ended  September 30, 1993, March  31, 1994 and
               June 30,  1994, as filed under  the Securities Exchange
               Act of  1934, was approximately $1.84 billion.   At the
               date hereof, GPU had  invested, or committed to invest,
               directly  or indirectly, an  aggregate of approximately
               $12.5 million in  exempt wholesale generators  ("EWGs")
               and $0  in foreign  utility companies ("FUCOs").   (GPU
               does not  own  any direct  or  indirect interest  in  a
               FUCO).    Accordingly,  GPU's investment  in  EWGs  and
               FUCOs,  assuming  the  entire  $200  million  of  gross
               proceeds to GPU  from the  sale of the  notes, and  $70
               million of  authorized investment  on  behalf of  GPU's
               subsidiary, Energy Initiatives,  Inc., in SEC File  No.
               70-7727,  are invested  in EWGs  or FUCOs,  would equal
               approximately  15.4%  of   such  average   consolidated
               retained earnings.

               3.   By  adding  the  following  as  a  new  clause  (v)  of

          paragraph N of Post-Effective Amendment No. 1 thereof:


                                          1<PAGE>





                             (v)   Copies   of   this   Post-Effective
               Amendment are being provided to the New Jersey Board of
               Public  Utilities,  the  Pennsylvania   Public  Utility
               Commission  and the New York Public Service Commission,
               the only federal,  state or  local regulatory  agencies
               having  jurisdiction  over  the retail  rates  of GPU's
               electric  utility subsidiaries.   In addition, GPU will
               submit to  each such commission  copies of any  Rule 24
               certificates required  hereunder, as well as  a copy of
               Item 9 of GPU's  Form U5S and Exhibits G and  H thereof
               (commencing  with the  Form  U5S to  be  filed for  the
               calendar   year  in  which   the  authorization  herein
               requested is granted).

               4.   By amending paragraph P of Post-Effective Amendment No.

          1 thereof to read in its entirety as follows:


                         P.   The GPU Companies believe  that Sections
               6(a) and 7  of the Act and  Rules 53 and 54  thereunder
               are applicable to the issuance, sale and renewal of the
               unsecured promissory notes described herein.

               5.   By amending the first paragraph of paragraph T of Post-

          Effective  Amendment No.  1 thereof  to read  in its  entirety as

          follows:

                         T.   The  proceeds from the issuance and sale
               of  the unsecured  promissory notes as  proposed herein
               will  be used  by the  GPU  Companies to  finance their
               businesses, including,  in the case of  GPU, to finance
               the acquisition  of securities of  EWGs and FUCOs.   As
               such, the issuance of an order by  your Commission with
               respect  thereto   is  not  a   major  federal   action
               significantly  affecting  the   quality  of  the  human
               environment.

















                                          2<PAGE>





                                      SIGNATURE

                    PURSUANT  TO THE  REQUIREMENTS  OF  THE PUBLIC  UTILITY

          HOLDING COMPANY ACT OF 1935, THE UNDERSIGNED COMPANIES  HAVE DULY

          CAUSED  THIS  STATEMENT  TO BE  SIGNED  ON  THEIR  BEHALF BY  THE

          UNDERSIGNED THEREUNTO DULY AUTHORIZED.



                                   GENERAL PUBLIC UTILITIES CORPORATION
                                   JERSEY CENTRAL POWER & LIGHT COMPANY
                                   METROPOLITAN EDISON COMPANY
                                   PENNSYLVANIA ELECTRIC COMPANY


                                   By:________________________________
                                        T.G. Howson, Vice President
                                          and Treasurer

          Date:  September 16, 1994<PAGE>



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