GENERAL PUBLIC UTILITIES CORP /PA/
10-Q, 1995-08-08
ELECTRIC SERVICES
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q


 (Mark One)

  X    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

 For the quarterly period ended   June 30, 1995                             

                                       OR

 ___   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

 For the transition period from _______________ to _______________

                        Commission file number   1-6047  

                      General Public Utilities Corporation                      
               (Exact name of registrant as specified in its charter)

             Pennsylvania                                13-5516989             
    (State or other jurisdiction of                     (I.R.S. Employer)  
      incorporation or organization)                    Identification No.)

          100 Interpace Parkway
          Parsippany, New Jersey                         07054-1149            
 (Address of principal executive offices)                (Zip Code)  

                                 (201) 263-6500                                
                  (Registrant's telephone number, including area code)

                                       N/A                                     
            (Former name, former address and former fiscal year,
             if changed since last report.)

       Indicate by check mark whether the registrant (1) has filed all reports
 required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
 1934 during the preceding 12 months (or for such shorter period that the
 registrant was required to file such reports), and (2) has been subject to
 such filing requirements for the past 90 days.  Yes  X   No    

       The number of shares outstanding of each of the issuer's classes of
 voting stock, as of July 31, 1995, was as follows:

       Common stock, par value $2.50 per share:  116,321,864 shares
 outstanding.
<PAGE>





                      General Public Utilities Corporation
                          Quarterly Report on Form 10-Q
                                  June 30, 1995



                                Table of Contents



                                                                   Page

 PART I - Financial Information

       Financial Statements:
             Balance Sheets                                           3
             Statements of Income                                     5
             Statements of Cash Flows                                 6

       Notes to Financial Statements                                  7

       Management's Discussion and Analysis of
         Financial Condition and Results of
         Operations                                                  21


 PART II - Other Information                                         29


 Signatures                                                          30


                        _________________________________







       The financial statements (not examined by independent accountants)
       reflect all adjustments (which consist of only normal recurring
       accruals) which are, in the opinion of management, necessary for a
       fair statement of the results for the interim periods presented,
       subject to the ultimate resolution of the various matters as
       discussed in Note 1 to the Consolidated Financial Statements.











                                       -2-
<PAGE>

<TABLE>
                       GENERAL PUBLIC UTILITIES CORPORATION AND SUBSIDIARY COMPANIES
                                        Consolidated Balance Sheets
<CAPTION>

                                                                            In Thousands        
                                                                      June 30,      December 31,
                                                                        1995            1994    
                                                                    (Unaudited)       
          <S>                                                      <C>              <C>    
          ASSETS
          Utility Plant:
            In service, at original cost                           $9 082 843       $8 879 630
            Less, accumulated depreciation                          3 301 382        3 148 668
              Net utility plant in service                          5 781 461        5 730 962
            Construction work in progress                             324 818          340 248
            Other, net                                                198 113          195 388
                 Net utility plant                                  6 304 392        6 266 598


          Other Property and Investments:
            Nuclear decommissioning trusts                            311 721          260 482
            Nonregulated investments, net                             116 816          115 538
            Nuclear fuel disposal fund                                 90 595           82 920
            Other, net                                                 33 563           33 553
                 Total other property and investments                 552 695          492 493


          Current Assets:
            Cash and temporary cash investments                        19 031           26 731
            Special deposits                                           13 030           10 226
            Accounts receivable:
              Customers, net                                          237 361          248 728
              Other                                                    56 475           56 903
            Unbilled revenues                                         107 768          113 581
            Materials and supplies, at average cost or less:
              Construction and maintenance                            196 685          184 644
              Fuel                                                     47 981           55 498
            Deferred energy costs                                       4 637            8 728
            Deferred income taxes                                      17 562           18 399 
            Prepayments                                               232 270           62 164
                 Total current assets                                 932 800          785 602


          Deferred Debits and Other Assets:
            Regulatory assets:
              Three Mile Island Unit 2 deferred costs                 149 008          157 042
              Unamortized property losses                             106 558          108 699
              Income taxes recoverable through future rates           574 519          561 498
              Other                                                   357 191          370 402
                Total regulatory assets                             1 187 276        1 197 641
            Deferred income taxes                                     436 110          428 897
            Other                                                      60 410           38 546
                 Total deferred debits and other assets             1 683 796        1 665 084



                 Total Assets                                      $9 473 683       $9 209 777

          The accompanying notes are an integral part of the consolidated financial statements.

                                                    -3-<PAGE>


                       GENERAL PUBLIC UTILITIES CORPORATION AND SUBSIDIARY COMPANIES
                                        Consolidated Balance Sheets
<CAPTION>

                                                                            In Thousands        
                                                                      June 30,      December 31,
                                                                        1995            1994    
                                                                    (Unaudited)       
          <S>                                                      <C>              <C>
          LIABILITIES AND CAPITAL
          Capitalization:                                          
            Common stock                                           $  314 458       $  314 458
            Capital surplus                                           686 272          663 418
            Retained earnings                                       1 810 025        1 775 759
              Total                                                 2 810 755        2 753 635
            Less, reacquired common stock, at cost                    162 020          181 051
              Total common stockholders' equity                     2 648 735        2 572 584
            Cumulative preferred stock:
              With mandatory redemption                               134 000          150 000
              Without mandatory redemption                             98 116           98 116
            Subsidiary-obligated mandatorily redeemable
              preferred securities                                    330 000          205 000
            Long-term debt                                          2 525 840        2 345 417
                 Total capitalization                               5 736 691        5 371 117



          Current Liabilities:
            Securities due within one year                             87 666           91 165
            Notes payable                                             270 261          347 408
            Obligations under capital leases                          162 513          157 168
            Accounts payable                                          249 454          317 259
            Taxes accrued                                              19 563           80 027
            Interest accrued                                           69 556           66 628
            Other                                                     267 243          213 041
                 Total current liabilities                          1 126 256        1 272 696



          Deferred Credits and Other Liabilities:
            Deferred income taxes                                   1 462 739        1 438 743
            Unamortized investment tax credits                        151 088          156 262
            Three Mile Island Unit 2 future costs                     347 390          341 139
            Regulatory liabilities                                    110 519          122 144
            Other                                                     539 000          507 676
                 Total deferred credits and other liabilities       2 610 736        2 565 964



          Commitments and Contingencies (Note 1)






               Total Liabilities and Capital                       $9 473 683       $9 209 777

          The accompanying notes are an integral part of the consolidated financial statements.

                                                    -4-<PAGE>


                     GENERAL PUBLIC UTILITIES CORPORATION AND SUBSIDIARY COMPANIES
                                   Consolidated Statements of Income
                                              (Unaudited)
<CAPTION>
                                                                  In Thousands
                                                             (Except Per Share Data)          
                                                      Three Months             Six Months
                                                     Ended June 30,         Ended June 30,     
                                                     1995      1994        1995        1994
      <S>                                         <C>       <C>         <C>         <C>
      Operating Revenues                          $ 864 648 $ 873 533   $1 778 620  $1 810 742

      Operating Expenses:
        Fuel                                         81 662    87 391      170 889     190 698
        Power purchased and interchanged            222 874   210 323      473 797     444 825
        Deferral of energy costs, net                 4 091      (344)       5 239     (25 114) 
        Other operation and maintenance             226 420   368 309      446 133     601 420
        Depreciation and amortization                90 344    86 301      179 885     176 114
        Taxes, other than income taxes               78 416    82 615      164 477     173 568
            Total operating expenses                703 807   834 595    1 440 420   1 561 511

      Operating Income Before Income Taxes          160 841    38 938      338 200     249 231
        Income taxes                                 34 523    (6 762)      78 222      46 935
      Operating Income                              126 318    45 700      259 978     202 296

      Other Income and Deductions:
        Allowance for other funds used during
          construction                                1 152       680        2 357       1 326
        Other income/(expense), net                  (3 370) (201 608)      (4 170)   (143 999)
        Income taxes                                  1 268    86 925        1 423      63 626
            Total other income and deductions          (950) (114 003)        (390)    (79 047)

      Income/(Loss) Before Interest Charges
        and Preferred Dividends                     125 368   (68 303)     259 588     123 249

      Interest Charges and Preferred Dividends:
        Interest on long-term debt                   47 366    46 061       92 479      92 204
        Other interest                                8 954     7 010       15 803      25 519
        Allowance for borrowed funds used 
          during construction                        (1 965)   (1 548)      (4 072)     (3 065)
        Dividends on subsidiary-obligated mandatorily
          redeemable preferred securities             5 825       -         10 372         -
        Preferred stock dividends of
          subsidiaries                                4 208     5 516        8 529      11 031
            Total interest charges and
              preferred dividends                    64 388    57 039      123 111     125 689

      Net Income/(Loss)                           $  60 980 $(125 342)  $  136 477  $   (2 440)

      Earnings/(Loss) Per Average Share           $     .53 $   (1.09)  $     1.18  $     (.02)

      Average Common Shares Outstanding             115 660   115 119      115 502     115 092

      Cash Dividends Paid Per Share               $     .47 $     .45   $      .92  $     .875

      The accompanying notes are an integral part of the consolidated financial statements.




                                                  -5-<PAGE>


                     GENERAL PUBLIC UTILITIES CORPORATION AND SUBSIDIARY COMPANIES
                                 Consolidated Statements of Cash Flows
                                              (Unaudited)
<CAPTION>
                                                                              In Thousands      
                                                                                Six Months
                                                                              Ended June 30,     
                                                                           1995          1994
      <S>                                                               <C>           <C>
      Operating Activities:
        Net income (loss)                                               $ 136 477     $  (2 440) 
        Adjustments to reconcile income (loss) to cash provided:
          Depreciation and amortization                                   183 300       180 103
          Amortization of property under capital leases                    30 754        30 698
          Three Mile Island Unit 2 costs                                      -         183 944
          Voluntary enhanced retirement programs                              -         126 964
          Nuclear outage maintenance costs, net                            14 562        15 297
          Deferred income taxes and investment tax credits, net            21 488       (98 835)
          Deferred energy costs, net                                        5 413       (24 908) 
          Accretion income                                                 (6 260)       (7 641)
          Allowance for other funds used during construction               (2 357)       (1 327)
        Changes in working capital:
          Receivables                                                      13 123       (12 565)
          Materials and supplies                                           (4 524)         (507)
          Special deposits and prepayments                               (179 280)     (158 780)
          Payables and accrued liabilities                                (76 803)      (21 997)
        Other, net                                                          5 195       ( 4 061)
             Net cash provided by operating activities                    141 088       203 945

      Investing Activities:
        Cash construction expenditures                                   (229 680)     (245 213)
        Contributions to decommissioning trusts                           (16 609)      (16 647)
        Nonregulated investments                                           (1 710)      (52 877)
        Other, net                                                           (346)       (7 657)
             Net cash used for investing activities                      (248 345)     (322 394)

      Financing Activities:
        Issuance of long-term debt                                        168 920       178 787
        Increase (Decrease) in notes payable, net                         (77 184)      180 661 
        Retirement of long-term debt                                       (3 200)     (107 200)
        Capital lease principal payments                                  (27 459)      (28 684)
        Issuance of common stock                                           29 645           -
        Issuance of subsidiary-obligated mandatorily
          redeemable preferred securities                                 120 906           -
        Redemption of preferred stock of subsidiaries                      (6 049)          -
        Dividends paid on common stock                                   (106 022)     (100 625)
             Net cash provided by financing activities                     99 557       122 939

      Net increase (decrease) in cash and temporary
        cash investments from above activities                             (7 700)        4 490 
      Cash and temporary cash investments, beginning of year               26 731        25 843
      Cash and temporary cash investments, end of period                $  19 031     $  30 333

      Supplemental Disclosure:
        Interest and preferred dividends paid                           $ 122 208     $ 119 703
        Income taxes paid                                               $ 127 531     $  34 730
        New capital lease obligations incurred                          $  34 376     $  32 855
        Common stock dividends declared but not paid                    $  54 670     $  51 786

      The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
                                                  -6-<PAGE>





 GENERAL PUBLIC UTILITIES CORPORATION AND SUBSIDIARY COMPANIES

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

      General Public Utilities Corporation (the Corporation) is a holding
 company registered under the Public Utility Holding Company Act of 1935.  The
 Corporation does not directly operate any utility properties, but owns all the
 outstanding common stock of three electric utilities -- Jersey Central Power &
 Light Company (JCP&L), Metropolitan Edison Company (Met-Ed) and Pennsylvania
 Electric Company (Penelec) (the Subsidiaries).  The Corporation also owns all
 the common stock of GPU Service Corporation (GPUSC), a service company; GPU
 Nuclear Corporation (GPUN), which operates and maintains the nuclear units of
 the Subsidiaries; and Energy Initiatives, Inc. (EI) and EI Power, Inc., which
 develop, own and operate nonutility generating facilities.  All of these
 companies considered together with their subsidiaries are referred to as the
 "GPU System." 

      These notes should be read in conjunction with the notes to consolidated
 financial statements included in the 1994 Annual Report on Form 10-K.  The
 year-end condensed balance sheet data contained in the attached financial
 statements were derived from audited financial statements.  For disclosures
 required by generally accepted accounting principles, see the 1994 Annual
 Report on Form 10-K. 


 1.   COMMITMENTS AND CONTINGENCIES

                               NUCLEAR FACILITIES

      The Subsidiaries have made investments in three major nuclear projects--
 Three Mile Island Unit 1 (TMI-1) and Oyster Creek, both of which are
 operational generating facilities, and Three Mile Island Unit 2 (TMI-2), which
 was damaged during a 1979 accident.  TMI-1 and TMI-2 are jointly owned by
 JCP&L, Met-Ed and Penelec in the percentages of 25%, 50% and 25%,
 respectively.  Oyster Creek is owned by JCP&L.   At June 30, 1995 and December
 31, 1994, the Subsidiaries' net investment in TMI-1 and Oyster Creek,
 including nuclear fuel, was as follows:

                                 Net Investment (Millions)
                                    TMI-1     Oyster Creek
           June 30, 1995            $640        $791
           December 31, 1994        $627        $817

      The Subsidiaries' net investment in TMI-2 at June 30, 1995 and December
 31, 1994 was $101 million and $103 million, respectively, of which JCP&L's
 remaining investment was $87 million and $89 million, respectively.  JCP&L is
 collecting retail revenues for TMI-2 on a basis which provides for the
 recovery of its remaining investment in the plant by 2008.  Met-Ed and Penelec
 have recovered substantially all of their investments in TMI-2.  

      Costs associated with the operation, maintenance and retirement of
 nuclear plants continue to be significant and less predictable than costs
 associated with other sources of generation, in large part due to changing
 regulatory requirements, safety standards and experience gained in the
 construction and operation of nuclear facilities.  The GPU System may also
 incur costs and experience reduced output at its nuclear plants because of the

                                       -7-
<PAGE>





 prevailing design criteria at the time of construction and the age of the
 plants' systems and equipment.  In addition, for economic or other reasons,
 operation of these plants for the full term of their now-assumed lives cannot
 be assured.  Also, not all risks associated with the ownership or operation of
 nuclear facilities may be adequately insured or insurable.  Consequently, the
 ability of electric utilities to obtain adequate and timely recovery of costs
 associated with nuclear projects, including replacement power, any unamortized
 investment at the end of each plant's useful life (whether scheduled or 
 premature), the carrying costs of that investment and retirement costs, is not
 assured (see NUCLEAR PLANT RETIREMENT COSTS).  Management intends, in general,
 to seek recovery of such costs through the ratemaking process, but recognizes
 that recovery is not assured (see COMPETITION AND THE CHANGING REGULATORY
 ENVIRONMENT).

 TMI-2:

      The 1979 TMI-2 accident resulted in significant damage to, and
 contamination of, the plant and a release of radioactivity to the environment. 
 The cleanup program was completed in 1990, and, after receiving Nuclear
 Regulatory Commission (NRC) approval, TMI-2 entered into long-term monitored
 storage in December 1993.

      As a result of the accident and its aftermath, individual claims for
 alleged personal injury (including claims for punitive damages), which are
 material in amount, have been asserted against the Corporation and the
 Subsidiaries.  Approximately 2,100 of such claims are pending in the United
 States District Court for the Middle District of Pennsylvania.  Some of the
 claims also seek recovery for injuries from alleged emissions of radioactivity
 before and after the accident.  If, notwithstanding the developments noted
 below, punitive damages are not covered by insurance and are not subject to
 the liability limitations of the federal Price-Anderson Act ($560 million at
 the time of the accident), punitive damage awards could have a material
 adverse effect on the financial position of the GPU System.

      At the time of the TMI-2 accident, as provided for in the Price-Anderson
 Act, the Subsidiaries had (a) primary financial protection in the form of
 insurance policies with groups of insurance companies providing an aggregate
 of $140 million of primary coverage, (b) secondary financial protection in the
 form of private liability insurance under an industry retrospective rating
 plan providing for premium charges deferred in whole or in major part under
 such plan, and (c) an indemnity agreement with the NRC, bringing their total
 primary and secondary insurance financial protection and indemnity agreement
 with the NRC up to an aggregate of $560 million.

      The insurers of TMI-2 had been providing a defense against all TMI-2
 accident-related claims against the Corporation and the Subsidiaries and their
 suppliers under a reservation of rights with respect to any award of punitive
 damages.  However, in March 1994, the defendants in the TMI-2 litigation and
 the insurers agreed that the insurers would withdraw their reservation of
 rights with respect to any award of punitive damages.

      In June 1993, the Court agreed to permit pre-trial discovery on the
 punitive damage claims to proceed.  A trial of ten allegedly representative
 cases is scheduled to begin in June 1996.  In February 1994, the Court held
 that the plaintiffs' claims for punitive damages are not barred by the Price-
 Anderson Act to the extent that the funds to pay punitive damages do not come

                                       -8-
<PAGE>





 out of the U.S. Treasury.  The Court also denied the defendants' motion
 seeking a dismissal of all cases on the grounds that the defendants complied
 with applicable federal safety standards regarding permissible radiation
 releases from TMI-2 and that, as a matter of law, the defendants therefore did
 not breach any duty that they may have owed to the individual plaintiffs.  The
 Court stated that a dispute about what radiation and emissions were released
 cannot be resolved on a motion for summary judgment.  In July 1994, the Court
 granted defendants' motions for interlocutory appeal of these orders, stating
 that they raise questions of law that contain substantial grounds for
 differences of opinion.  The issues are now before the United States Court of
 Appeals for the Third Circuit.

      In an order issued in April 1994, the Court:  (1) noted that the
 plaintiffs have agreed to seek punitive damages only against the Corporation
 and the Subsidiaries; and (2) stated in part that the Court is of the opinion
 that any punitive damages owed must be paid out of and limited to the amount
 of primary and secondary insurance under the Price-Anderson Act and,
 accordingly, evidence of the defendants' net worth is not relevant in the
 pending proceeding.

                         NUCLEAR PLANT RETIREMENT COSTS

      Retirement costs for nuclear plants include decommissioning the
 radiological portions of the plants and the cost of removal of nonradiological
 structures and materials.  The disposal of spent nuclear fuel is covered
 separately by contracts with the U.S. Department of Energy (DOE).  

      In 1990, the Subsidiaries submitted a report, in compliance with NRC
 regulations, setting forth a funding plan (employing the external sinking fund
 method) for the decommissioning of their nuclear reactors.  Under this plan,
 the Subsidiaries intend to complete the funding for Oyster Creek and TMI-1 by
 the end of the plants' license terms, 2009 and 2014, respectively.  The TMI-2
 funding completion date is 2014, consistent with TMI-2's remaining in long-
 term storage and being decommissioned at the same time as TMI-1.  Under the
 NRC regulations, the funding targets (in 1994 dollars) for TMI-1 and Oyster
 Creek are $157 million and $189 million, respectively.  Based on NRC studies,
 a comparable funding target for TMI-2 has been developed which takes the
 accident into account (see TMI-2 Future Costs).  The NRC continues to study
 the levels of these funding targets.  Management cannot predict the effect
 that the results of this review will have on the funding targets.  NRC
 regulations and a regulatory guide provide mechanisms, including exemptions,
 to adjust the funding targets over their collection periods to reflect
 increases or decreases due to inflation and changes in technology and
 regulatory requirements.  The funding targets, while not considered cost
 estimates, are reference levels designed to assure that licensees demonstrate
 adequate financial responsibility for decommissioning.  While the regulations
 address activities related to the removal of the radiological portions of the
 plants, they do not establish residual radioactivity limits nor do they
 address costs related to the removal of nonradiological structures and
 materials.  

      In 1988, a consultant to GPUN performed site-specific studies of TMI-1
 and Oyster Creek that considered various decommissioning plans and estimated
 the cost of decommissioning the radiological portions of each plant to range
 from approximately $225 to $309 million and $239 to $350 million, respectively
 (in 1994 dollars).  In addition, the studies estimated the cost of removal of

                                       -9-
<PAGE>





 nonradiological structures and materials for TMI-1 and Oyster Creek at
 $74 million and $48 million, respectively (in 1994 dollars).  To date, no
 site-specific study has been performed for TMI-2.

      The ultimate cost of retiring the GPU System's nuclear facilities may be
 materially different from the funding targets and the cost estimates contained
 in the site-specific studies.  Such costs are subject to (a) the type of
 decommissioning plan selected, (b) the escalation of various cost elements
 (including, but not limited to, general inflation), (c) the further
 development of regulatory requirements governing decommissioning, (d) the
 absence to date of significant experience in decommissioning such facilities
 and (e) the technology available at the time of decommissioning.  The
 Subsidiaries charge to expense and contribute to external trusts amounts
 collected from customers for nuclear plant decommissioning and nonradiological
 costs.  In addition, the Subsidiaries have contributed amounts written off for
 TMI-2 nuclear plant decommissioning in 1990 and 1991 to TMI-2's external trust
 and will await resolution of the case pending before the Pennsylvania Supreme
 Court before making any further contributions for amounts written off by Met-
 Ed and Penelec in 1994 (see TMI-2 Future Costs).  Amounts deposited in
 external trusts, including the interest earned on these funds, are classified
 as Nuclear Decommissioning Trusts on the balance sheet.

      The Financial Accounting Standards Board (FASB) is currently reviewing
 the utility industry's accounting practices for nuclear decommissioning costs. 
 If the FASB's tentative conclusions are adopted, Oyster Creek and TMI-1
 retirement costs may have to be recorded as a liability, rather than as
 accumulated depreciation, with an offsetting asset recorded for amounts
 collectible through rates.  Any amounts that cannot be collected through rates
 may have to be charged to expense.  The FASB is expected to release an
 Exposure Draft on decommissioning accounting practices by the fourth quarter
 of 1995.  

 TMI-1 and Oyster Creek:

      JCP&L is collecting revenues for decommissioning, which are expected to
 result in the accumulation of its share of the NRC funding target for each
 plant.  JCP&L is also collecting revenues, based on estimates of $15.3 million
 for TMI-1 and $31.6 million for Oyster Creek adopted in previous rate orders
 issued by the New Jersey Board of Public Utilities (NJBPU), for its share of
 the cost of removal of nonradiological structures and materials.  The
 Pennsylvania Public Utility Commission (PaPUC) previously granted Met-Ed
 revenues for decommissioning costs of TMI-1 based on its share of the NRC
 funding target and nonradiological cost of removal as estimated in the site-
 specific study.  The PaPUC also approved a rate change for Penelec which
 increased the collection of revenues for decommissioning costs for TMI-1 to a
 basis equivalent to that granted Met-Ed. Collections from customers for
 retirement expenditures are deposited in external trusts.  Provision for the
 future expenditures of these funds has been made in accumulated depreciation,
 amounting to $57 million for TMI-1 and $120 million for Oyster Creek at
 June 30, 1995.  Oyster Creek and TMI-1 retirement costs are charged to
 depreciation expense over the expected service life of each nuclear plant. 

      Management believes that any TMI-1 and Oyster Creek retirement costs, in
 excess of those currently recognized for ratemaking purposes, should be
 recoverable under the current ratemaking process.    


                                      -10-
<PAGE>





 TMI-2 Future Costs:

      The Subsidiaries have recorded a liability for the radiological
 decommissioning of TMI-2, reflecting the NRC funding target (in 1995 dollars). 
 The Subsidiaries record escalations, when applicable, in the liability based
 upon changes in the NRC funding target.  The Subsidiaries have also recorded a
 liability for incremental costs specifically attributable to monitored
 storage. In addition, the Subsidiaries have recorded a liability for the
 nonradiological cost of removal consistent with the TMI-1 site-specific study
 and have spent $3 million as of June 30, 1995.  Estimated TMI-2 Future Costs
 as of June 30, 1995 and December 31, 1994 are as follows:

                                     June 30, 1995      December 31, 1994
                                        (Millions)          (Millions)        
 Radiological Decommissioning            $256                  $250
 Nonradiological Cost of Removal           72                    72
 Incremental Monitored Storage             19                    19
      Total                              $347                  $341

      The above amounts are reflected as Three Mile Island Unit 2 Future Costs
 on the balance sheet.  At June 30, 1995, $112 million was in trust funds for
 TMI-2 and included in Nuclear Decommissioning Trusts on the balance sheet, and
 $48 million was recoverable from customers and included in Three Mile Island
 Unit 2 Deferred Costs on the balance sheet.  

      In 1993, a PaPUC rate order for Met-Ed allowed for the future recovery
 of certain TMI-2 retirement costs.  The Pennsylvania Office of Consumer
 Advocate requested the Commonwealth Court to set aside the PaPUC's 1993 rate
 order and in 1994, the Commonwealth Court reversed the PaPUC order.  In
 December 1994, the Pennsylvania Supreme Court granted Met-Ed's request to
 review that decision.  Oral argument was held on April 27, 1995, and the
 matter is pending.  As a consequence of the Commonwealth Court decision,
 Met-Ed recorded pre-tax charges totaling $127.6 million during 1994.  Penelec,
 which is also subject to PaPUC regulation, recorded pre-tax charges of
 $56.3 million during 1994, for its share of such costs applicable to its
 retail customers.  These charges appear in the Other Income and Deductions
 section of the 1994 Consolidated Statement of Income and are composed of
 $121 million for radiological decommissioning costs, $48.2 million for the
 nonradiological cost of removal and $14.7 million for incremental monitored
 storage costs.  Met-Ed and Penelec will await resolution of the appeal pending
 before the Pennsylvania Supreme Court before making any nonrecoverable funding
 contributions to external trusts for their share of these costs.  The
 Pennsylvania Subsidiaries are similarly required to charge to expense their
 share of future increases in the estimate of the costs of retiring TMI-2 if
 the Pennsylvania Supreme Court does not reverse the Commonwealth Court's
 decision.  Earnings on trust fund deposits for Met-Ed and Penelec are recorded
 as income.  Prior to the Commonwealth Court's decision, Met-Ed and Penelec
 contributed $40 million and $20 million respectively, to external trusts
 relating to their shares of the accident-related portion of the
 decommissioning liability.  JCP&L also made a contribution of $15 million to
 an external decommissioning trust.  These contributions were not recovered
 from customers and have been expensed. JCP&L's share of earnings on trust fund
 deposits are offset against amounts shown on the balance sheet under Three
 Mile Island Unit 2 Deferred Costs as collectible from customers.



                                      -11-
<PAGE>





      The NJBPU has granted JCP&L decommissioning revenues for the remainder
 of the NRC funding target and allowances for the cost of removal of
 nonradiological structures and materials.  JCP&L, which is not affected by the
 Commonwealth Court's ruling, intends to seek recovery for any increases in
 TMI-2 retirement costs, but recognizes that recovery cannot be assured.

      As a result of TMI-2's entering long-term monitored storage in late
 1993, the Subsidiaries are incurring incremental annual storage costs of
 approximately $1 million.  The Subsidiaries estimate that the remaining annual
 storage costs will total $19 million through 2014, the expected retirement
 date of TMI-1.  JCP&L's rates reflect its $5 million share of these costs.


                                    INSURANCE

      The GPU System has insurance (subject to retentions and deductibles) for
 its operations and facilities including coverage for property damage,
 liability to employees and third parties, and loss of use and occupancy
 (primarily incremental replacement power costs).  There is no assurance that
 the GPU System will maintain all existing insurance coverages.  Losses or
 liabilities that are not completely insured, unless allowed to be recovered
 through ratemaking, could have a material adverse effect on the financial
 position of the GPU System.

      The decontamination liability, premature decommissioning and property
 damage insurance coverage for the TMI station and for Oyster Creek totals
 $2.7 billion per site.  In accordance with NRC regulations, these insurance
 policies generally require that proceeds first be used for stabilization of
 the reactors and then to pay for decontamination and debris removal expenses. 
 Any remaining amounts available under the policies may then be used for repair
 and restoration costs and decommissioning costs.  Consequently, there can be
 no assurance that in the event of a nuclear incident, property damage
 insurance proceeds would be available for the repair and restoration of that
 station.

      The Price-Anderson Act limits the GPU System's liability to third
 parties for a nuclear incident at one of its sites to approximately
 $8.9 billion.  Coverage for the first $200 million of such liability is
 provided by private insurance.  The remaining coverage, or secondary financial
 protection, is provided by retrospective premiums payable by all nuclear
 reactor owners.  Under secondary financial protection, a nuclear incident at
 any licensed nuclear power reactor in the country, including those owned by
 the GPU System, could result in assessments of up to $79 million per incident
 for each of the GPU System's two operating reactors (TMI-2 being excluded
 under an exemption received from the NRC in 1994), subject to an annual
 maximum payment of $10 million per incident per reactor. In addition to the
 retrospective premiums payable under Price-Anderson, the GPU System is also
 subject to retrospective premium assessments of up to $69 million in any one
 year under insurance policies applicable to nuclear operations and facilities.

      The GPU System has insurance coverage for incremental replacement power
 costs resulting from an accident-related outage at its nuclear plants. 
 Coverage commences after the first 21 weeks of the outage and continues for
 three years beginning at $1.8 million for Oyster Creek and $2.6 million for
 TMI-1 per week for the first year, decreasing by 20 percent for years two and
 three.

                                      -12-
<PAGE>





               COMPETITION AND THE CHANGING REGULATORY ENVIRONMENT

 Nonutility Generation Agreements:

      Pursuant to the requirements of the federal Public Utility Regulatory
 Policies Act (PURPA) and state regulatory directives, the Subsidiaries have
 entered into power purchase agreements with nonutility generators for the
 purchase of energy and capacity for periods up to 26 years. The majority of
 these agreements contain certain contract limitations and subject the
 nonutility generators to penalties for nonperformance.  While a few of these
 facilities are dispatchable, most are must-run and generally obligate the
 Subsidiaries to purchase, at the contract price, the net output up to the
 contract limits.  As of June 30, 1995, facilities covered by these agreements
 having 1,535 MW (JCP&L 892 MW, Met-Ed 246 MW and Penelec 397 MW) of capacity
 were in service and 89 MW were scheduled to commence operation later in 1995.
 Estimated payments to nonutility generators from 1995 through 1999, assuming
 all facilities which have existing agreements, or which have obtained orders
 granting them agreements enter service, are as follows:

                      Payments Under Nonutility Agreements
                                   (Millions)

                               Total       JCP&L       Met-Ed      Penelec

      1995                     $ 694       $ 395       $  114      $   185
      1996                       918         556          170          192
      1997                     1,062         571          278          213
      1998                     1,306         587          414          305
      1999                     1,340         607          419          314

       These agreements, in the aggregate, will provide approximately 2,589 MW
 (JCP&L 1,202 MW, Met-Ed 812 MW and Penelec 575 MW) of capacity and energy to
 the GPU System, at varying prices.

       The emerging competitive generation market has created uncertainty
 regarding the forecasting of the System's energy supply needs which has caused
 the Subsidiaries to change their supply strategy to seek shorter-term
 agreements offering more flexibility.  Due to the current availability of
 excess capacity in the marketplace, the cost of near- to intermediate-term
 (i.e., one to eight years) energy supply from existing generation facilities
 is currently and expected to continue to be competitively priced at least for
 the near- to intermediate-term.  The projected cost of energy from new
 generation supply sources has also decreased due to improvements in power
 plant technologies and reduced forecasted fuel prices.  As a result of these
 developments, the rates under virtually all of the Subsidiaries' nonutility
 generation agreements are substantially in excess of current and projected
 prices from alternative sources.  

        The Subsidiaries are seeking to reduce the above market costs of these
 nonutility generation agreements by (1) attempting to convert must-run
 agreements to dispatchable agreements; (2) attempting to renegotiate prices of
 the agreements; (3) offering contract buy-outs while seeking to recover the
 costs through their energy clauses and (4) initiating proceedings before
 federal and state administrative agencies, and in the courts. In addition, the
 Subsidiaries intend to avoid, to the maximum extent practicable, entering into
 any new nonutility generation agreements that are not needed or not consistent

                                      -13-
<PAGE>





 with current market pricing and are supporting legislative efforts to repeal
 PURPA. These efforts may result in claims against the GPU System for
 substantial damages.  There can, however, be no assurance as to what extent
 the Subsidiaries' efforts will be successful in whole or in part.
    
       While the Subsidiaries thus far have been granted recovery of their
 nonutility generation costs from customers by the PaPUC and NJBPU, there can
 be no assurance that the Subsidiaries will continue to be able to recover
 these costs throughout the term of the related agreements.  The GPU System
 currently estimates that in 1998, when substantially all of these nonutility
 generation projects are scheduled to be in service, above market payments
 (benchmarked against the expected cost of electricity produced by a new gas-
 fired combined cycle facility) will range from $300 million to $450 million
 annually.  

 Regulatory Assets and Liabilities:

       As a result of the Energy Policy Act of 1992 (Energy Act) and actions of
 regulatory commissions, the electric utility industry is moving toward a
 combination of competition and a modified regulatory environment.  In
 accordance with Statement of Financial Accounting Standards No. 71 (FAS 71),
 "Accounting for the Effects of Certain Types of Regulation," the GPU System's
 financial statements reflect assets and costs based on current cost-based
 ratemaking regulations.  Continued accounting under FAS 71 requires that the
 following criteria be met:

       a)    A utility's rates for regulated services provided to its customers
             are established by, or are subject to approval by, an independent
             third-party regulator;

       b)    The regulated rates are designed to recover specific costs of
             providing the regulated services or products; and

       c)    In view of the demand for the regulated services and the level of
             competition, direct and indirect, it is reasonable to assume that
             rates set at levels that will recover a utility's costs can be
             charged to and collected from customers.  This criteria requires
             consideration of anticipated changes in levels of demand or
             competition during the recovery period for any capitalized costs.

       A utility's operations can cease to meet those criteria for various
 reasons, including deregulation, a change in the method of regulation, or a
 change in the competitive environment for the utility's regulated services. 
 Regardless of the reason, a utility whose operations cease to meet those
 criteria should discontinue application of FAS 71 and report that
 discontinuation by eliminating from its balance sheet the effects of any
 actions of regulators that had been recognized as assets and liabilities
 pursuant to FAS 71 but which would not have been recognized as assets and
 liabilities by enterprises in general.

       If a portion of the GPU System's operations continues to be regulated
 and meets the above criteria, FAS 71 accounting may only be applied to that
 portion.  Write-offs of utility plant and regulatory assets may result for
 those operations that no longer meet the requirements of FAS 71.  In addition,
 under deregulation, the uneconomical costs of certain contractual commitments
 for purchased power and/or fuel supplies may have to be expensed currently.

                                      -14-
<PAGE>





 Management believes that to the extent that the GPU System no longer qualifies
 for FAS 71 accounting treatment, a material adverse effect on its results of
 operations and financial position may result.

       In accordance with the provisions of FAS 71, the Subsidiaries have
 deferred certain costs pursuant to actions of the NJBPU, PaPUC and Federal
 Energy Regulatory Commission (FERC) and are recovering or expect to recover
 such costs in electric rates charged to customers.  Regulatory assets are
 reflected in the Deferred Debits and Other Assets section of the Consolidated
 Balance Sheet, and regulatory liabilities are reflected in the Deferred
 Credits and Other Liabilities section of the Consolidated Balance Sheet. 
 Regulatory assets and liabilities, as reflected in the June 30, 1995
 Consolidated Balance Sheet, were as follows:

                                                        (In thousands)   
                                                     Assets   Liabilities
 Income taxes recoverable/refundable
   through future rates                            $  574,519   $102,332
 TMI-2 deferred costs                                 149,008       -
 TMI-2 tax refund                                        -         3,786
 Unamortized property losses                          106,558       -
 N.J. unit tax                                         54,185       -
 Unamortized loss on reacquired debt                   52,664       -
 DOE enrichment facility decommissioning               42,182       -
 Load and demand side management programs              44,220       -
 Other postretirement benefits                         50,552       -
 Manufactured gas plant remediation                    29,548       -
 Nuclear fuel disposal fee                             23,608       -
 Storm damage                                          23,048       -
 N.J. low level radwaste disposal                      16,935       -
 Oyster Creek deferred costs                           11,430       -
 Other                                                  8,819      4,401
      Total                                        $1,187,276   $110,519


 Income taxes recoverable/refundable through future rates: Represents amounts
 deferred due to the implementation of FAS 109, "Accounting for Income Taxes,"
 in 1993. 

 TMI-2 deferred costs: Primarily represents costs that are being recovered
 through retail rates for the remaining JCP&L investment in the plant and fuel
 core, radiological decommissioning for JCP&L's share of the NRC's funding
 target and allowances for the cost of removal of nonradiological structures
 and materials, and long-term monitored storage costs.  For additional
 information, see TMI-2 Future Costs.

 TMI-2 tax refund: Represents the tax refund related to the tax abandonment of
 TMI-2.  This balance is being amortized by the Pennsylvania subsidiaries
 concurrent with its return to customers through a base rate credit.

 Unamortized property losses: Consists mainly of costs associated with JCP&L's
 Forked River Project, which is included in rates.  

 N.J. unit tax: JCP&L received NJBPU approval in 1993 to recover, over a ten-
 year period on an annuity basis, $71.8 million of Gross Receipts and Franchise
 Tax not previously recovered from customers.

                                      -15-
<PAGE>





 Unamortized loss on reacquired debt: Represents premiums and expenses incurred
 in the redemption of long-term debt.  In accordance with FERC regulations,
 reacquired debt costs are amortized over the remaining original life of the
 retired debt.  

 DOE enrichment facility decommissioning:  These costs, representing payments
 to the DOE over a 15-year period beginning in 1994, are currently being
 collected through the Subsidiaries' energy adjustment clauses. 

 Load and demand side management (DSM) programs: Consists of load management
 costs that are currently being recovered through JCP&L's retail base rates
 pursuant to a 1993 NJBPU order, and other DSM program expenditures that are
 recovered annually.  Also includes provisions for lost revenues between base
 rate cases and performance incentives.

 Other postretirement benefits: Includes costs associated with the adoption of
 FAS 106, "Employers' Accounting for Postretirement Benefits Other Than
 Pensions."   Recovery of these costs is subject to regulatory approval. 

 Manufactured gas plant remediation: Consists of costs associated with the
 investigation and remediation of several gas manufacturing plants.  For
 additional information, see ENVIRONMENTAL MATTERS.

 Nuclear fuel disposal fee: Represents amounts recoverable through rates for
 estimated future disposal costs for spent nuclear fuel at Oyster Creek and
 TMI-1 in accordance with the Nuclear Waste Policy Act of 1982.

 Storm damage: Relates to noncapital costs associated with various storms in
 the JCP&L service territory that are not recoverable through insurance.  These
 amounts were deferred based upon past rate recovery precedent.  An annual
 amount for recovery of storm damage expense is included in JCP&L's retail base
 rates.

 N.J. low level radwaste disposal: Represents the accrual of the estimated
 assessment for disposal of low-level waste from Oyster Creek, less
 amortization as allowed in JCP&L's rates.

 Oyster Creek deferred costs: Consists of replacement power and O&M costs
 deferred in accordance with orders from the NJBPU.  JCP&L has been granted
 recovery of these costs through rates at an annual amount until fully
 amortized.

       Amounts related to the decommissioning of TMI-1 and Oyster Creek, which
 are not included in Regulatory Assets on the balance sheet, are separately
 disclosed in NUCLEAR PLANT RETIREMENT COSTS.

       The Subsidiaries continue to be subject to cost-based ratemaking
 regulation. The Corporation is unable to estimate to what extent FAS 71 may no
 longer be applicable to its utility assets in the future.  








                                      -16-
<PAGE>





                              ENVIRONMENTAL MATTERS

       As a result of existing and proposed legislation and regulations, and
 ongoing legal proceedings dealing with environmental matters, including but
 not limited to acid rain, water quality, air quality, global warming,
 electromagnetic fields, and storage and disposal of hazardous and/or toxic
 wastes, the GPU System may be required to incur substantial additional costs
 to construct new equipment, modify or replace existing and proposed equipment,
 remediate, decommission or clean up waste disposal and other sites currently
 or formerly used by it, including formerly owned manufactured gas plants, mine
 refuse piles and generating facilities, and with regard to electromagnetic
 fields, postpone or cancel the installation of, or replace or modify, utility
 plant, the costs of which could be material.  

       To comply with the federal Clean Air Act Amendments (Clean Air Act) of
 1990, the Subsidiaries expect to spend up to $380 million for air pollution
 control equipment by the year 2000.  In developing its least-cost plan to
 comply with the Clean Air Act, the GPU System will continue to evaluate major
 capital investments compared to participation in the emission allowance market
 and the use of low-sulfur fuel or retirement of facilities.  In 1994, the
 Ozone Transport Commission (OTC), consisting of representatives of 12
 northeast states (including New Jersey and Pennsylvania) and the District of
 Columbia, proposed reductions in nitrogen oxide (NOx) emissions it believes
 necessary to meet ambient air quality standards for ozone and the statutory
 deadlines set by the Clean Air Act.  The Corporation expects that the U.S.
 Environmental Protection Agency (EPA) will approve the proposal, and that as a
 result, the Subsidiaries will spend an estimated $60 million, beginning in
 1997, to meet the reductions set by the OTC.  The OTC requires additional NOx
 reductions to meet the Clean Air Act's 2005 National Ambient Air Quality
 Standards for ozone.  However, the specific requirements that will have to be
 met at that time have not been finalized.  The Subsidiaries are unable to
 determine what additional costs, if any, will be incurred.

       The GPU System companies have been notified by the EPA and state
 environmental authorities that they are among the potentially responsible
 parties (PRPs) who may be jointly and severally liable to pay for the costs
 associated with the investigation and remediation at 12 hazardous and/or toxic
 waste sites.  In addition, the Subsidiaries have been requested to voluntarily
 participate in the remediation or supply information to the EPA and state
 environmental authorities on several other sites for which they have not yet
 been named as PRPs.  The Subsidiaries have also been named in lawsuits
 requesting damages for hazardous and/or toxic substances allegedly released
 into the environment.  The ultimate cost of remediation will depend upon
 changing circumstances as site investigations continue, including (a) the
 existing technology required for site cleanup, (b) the remedial action plan
 chosen and (c) the extent of site contamination and the portion attributed to
 the Subsidiaries.

       JCP&L has entered into agreements with the New Jersey Department of
 Environmental Protection for the investigation and remediation of 17 formerly
 owned manufactured gas plant sites.  JCP&L has also entered into various cost-
 sharing agreements with other utilities for some of the sites.  As of June 30,
 1995, JCP&L has an estimated environmental liability of $32 million recorded
 on its balance sheet relating to these sites.  The estimated liability is
 based upon ongoing site investigations and remediation efforts, including
 capping the sites and pumping and treatment of ground water.  If the periods

                                      -17-
<PAGE>





 over which the remediation is currently expected to be performed are
 lengthened, JCP&L believes that it is reasonably possible that the ultimate
 costs may range as high as $60 million.  Estimates of these costs are subject
 to significant uncertainties as JCP&L does not presently own or control most
 of these sites; the environmental standards have changed in the past and are
 subject to future change; the accepted technologies are subject to further
 development; and the related costs for these technologies are uncertain.  If
 JCP&L is required to utilize different remediation methods, the costs could be
 materially in excess of $60 million. 

       In 1993, the NJBPU approved a mechanism similar to JCP&L's Levelized
 Energy Adjustment Clause (LEAC) for the recovery of future manufactured gas
 plant remediation costs when expenditures exceed prior collections.  Since
 collections currently exceed expenditures, the NJBPU decision also provided
 for interest on the excess to be credited to customers until the overrecovery
 is eliminated and for future costs to be amortized over seven years with
 interest.  A final 1994 NJBPU order indicated that interest is to be accrued
 retroactive to June 1993.  JCP&L is pursuing reimbursement of the remediation
 costs from its insurance carriers.  In 1994, JCP&L filed a complaint with the
 Superior Court of New Jersey against several of its insurance carriers,
 relative to these manufactured gas plant sites.  JCP&L requested the Court to
 order the insurance carriers to reimburse JCP&L for all amounts it has paid,
 or may be required to pay, in connection with the remediation of the sites.
 Pretrial discovery has begun in this case. 

       The GPU System companies are unable to estimate the extent of possible
 remediation and associated costs of additional environmental matters.  Also
 unknown are the consequences of environmental issues, which could cause the
 postponement or cancellation of either the installation or replacement of
 utility plant.  


                       OTHER COMMITMENTS AND CONTINGENCIES

       The GPU System's construction programs, for which substantial
 commitments have been incurred and which extend over several years,
 contemplate expenditures of $482 million during 1995.  As a consequence of
 reliability, licensing, environmental and other requirements, additions to
 utility plant may be required relatively late in their expected service lives. 
 If such additions are made, current depreciation allowance methodology may not
 make adequate provision for the recovery of such investments during their
 remaining lives.  Management intends to seek recovery of such costs through
 the ratemaking process, but recognizes that recovery is not assured.

       The Subsidiaries have entered into long-term contracts with
 nonaffiliated mining companies for the purchase of coal for certain generating
 stations in which they have ownership interests.  The contracts, which expire
 between 1995 and the end of the expected service lives of the generating
 stations, require the purchase of either fixed or minimum amounts of the
 stations' coal requirements.  The price of the coal under the contracts is
 based on adjustments of indexed cost components.  One contract also includes a
 provision for the payment of environmental and postretirement benefit costs. 
 The Subsidiaries' share of the cost of coal purchased under these agreements
 is expected to aggregate $90 million for 1995.



                                      -18-
<PAGE>





        The Subsidiaries have entered into agreements with other utilities to
 purchase capacity and energy for various periods through 2004.  These
 agreements will provide for up to 1,308 MW in 1995, declining to 1,096 MW in
 1997 and 696 MW by 2004.  For the years 1995 through 1999, payments pursuant
 to these agreements are estimated as follows:

                     Payments Under Other Utility Agreements
                                   (Millions)

                               Total       JCP&L       Met-Ed

                   1995        $ 208       $ 202       $    6
                   1996          175         175            -
                   1997          162         162            -
                   1998          145         145            -
                   1999          128         128            -

         
       JCP&L has commenced construction of a 141 MW gas-fired combustion
 turbine at its Gilbert generating station.  The new facility, coupled with the
 retirement of two older units, will result in a net capacity increase of
 approximately 95 MW.  This estimated $50 million project is expected to be in-
 service by mid-1996.  In February 1995, the NJDEP issued an air permit for the
 facility based, in part, on the NJBPU's December 1994 order which found that
 New Jersey's Electric Facility Need Assessment Act is not applicable to this
 combustion turbine and that construction of this facility, without a market
 test, is consistent with New Jersey energy policies.  An industry trade group
 representing nonutility generators has appealed the NJDEP's issuance of the
 air permit and the NJBPU's order to the Appellate Division of the New Jersey
 Superior Court.  JCP&L has moved to dismiss the appeal.  There can be no
 assurance as to the outcome of this proceeding.

       The NJBPU has instituted a generic proceeding to address the appropriate
 recovery of capacity costs associated with electric utility power purchases
 from nonutility generation projects.  The proceeding was initiated, in part,
 to respond to contentions of the Division of the Ratepayer Advocate (Ratepayer
 Advocate), that by permitting utilities to recover such costs through the
 LEAC, an excess or "double recovery" may result when combined with the
 recovery of the utilities' embedded capacity costs through their base rates.   
 In 1994, the NJBPU ruled that the 1991 LEAC period was considered closed but
 subsequent LEAC periods remain open for further investigation.  This matter is
 pending before a NJBPU Administrative Law Judge. JCP&L estimates that the
 potential exposure from the 1992 LEAC period through February 1996, the end of
 the current LEAC period, is $73 million.  There can be no assurance as to the
 outcome of this proceeding.

       JCP&L's two operating nuclear units are subject to the NJBPU's annual
 nuclear performance standard.  Operation of these units at an aggregate annual
 generating capacity factor below 65% or above 75% would trigger a charge or
 credit based on replacement energy costs.  At current cost levels, the maximum
 annual effect on net income of the performance standard charge at a 40%
 capacity factor would be approximately $11 million before tax.  While a
 capacity factor below 40% would generate no specific monetary charge, it would
 require the issue to be brought before the NJBPU for review.  The annual
 measurement period, which begins in March of each year, coincides with that
 used for the LEAC.

                                      -19-
<PAGE>





       During the normal course of the operation of their businesses, in
 addition to the matters described above, the GPU System companies are from
 time to time involved in disputes, claims and, in some cases, as defendants in
 litigation in which compensatory and punitive damages are sought by customers,
 contractors, vendors and other suppliers of equipment and services and by
 employees alleging unlawful employment practices.  It is not expected that the
 outcome of these types of matters would have a material effect on the GPU
 System's financial position or results of operations.

















































                                      -20-
<PAGE>





          General Public Utilities Corporation and Subsidiary Companies
           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations                    


     The following is management's discussion of significant factors that
 affected the Corporation's interim financial condition and results of
 operations.  This should be read in conjunction with Management's Discussion
 and Analysis of Financial Condition and Results of Operations included in the
 Corporation's 1994 Annual Report on Form 10-K.

 RESULTS OF OPERATIONS

     Net income for the second quarter of 1995 was $61.0 million, or $0.53 per
 share, compared to a net loss of $125.3 million, or a $1.09 loss per share,
 for the same period ended 1994.  The increase in second quarter earnings was
 due to GPU's recognition in 1994 of one-time charges totaling $191.6 million
 after-tax, or $1.66 per share.  These one-time charges consisted of a write-
 off of certain Three Mile Island Unit 2 (TMI-2) retirement costs ($104.9
 million) resulting from a Pennsylvania court order, costs related to voluntary
 enhanced retirement programs ($76.1 million), and a write-off of
 postretirement benefit costs ($10.6 million) not considered likely to be
 recovered in rates.  

     Lower operation and maintenance (O&M) expense, which included payroll and
 benefits savings from the retirement programs, also contributed to the
 earnings increase.  However, this increase was more than offset by lower sales
 from cooler spring weather this year compared to last year.

     For the six months ended June 30, 1995 net income was $136.5 million, or
 $1.18 per share, compared to a net loss of $2.4 million, or a $0.02 loss per
 share, for the same period last year.  The same factors affecting the
 quarterly results also affected the results for the six month period.  In
 addition, earnings for the current six month period versus last year
 benefitted from increased sales from new customer growth.  Earnings compared
 to last year were negatively affected by higher reserve capacity expense and
 lower sales due to warmer 1995 winter weather.  Also affecting the six months
 earnings comparison was nonrecurring interest income (net of nonrecurring
 interest expense) in 1994 of $26.9 million after-tax, or $0.23 per share,
 resulting from refunds of previously paid federal income taxes related to the
 tax retirement of TMI-2.

 OPERATING REVENUES:

     Total revenues for the second quarter of 1995 decreased 1.0% to
 $864.6 million, as compared to the second quarter of 1994.  For the six months
 ended June 30, 1995, revenues decreased 1.8% to $1.78 billion, as compared to
 the same period last year.  The components of the changes are as follows:









                                      -21-
<PAGE>





                                            (In Millions)        
                                     Three Months     Six Months
                                        Ended           Ended
                                    June 30, 1995   June 30, 1995
    Kilowatt-hour (KWH) revenues
      (excluding energy portion)       $(22.4)         $(48.5)
    Energy revenues                      19.4            27.2
    Other revenues                       (5.9)          (10.8)
         Decrease in revenues          $ (8.9)         $(32.1)

 Kilowatt-hour revenues

     The decrease in KWH revenues in the three and six month periods was due
 primarily to lower residential sales from a warmer winter and cooler spring
 this year as compared to the previous year.  New customer additions in the
 residential and commercial sectors partially offset these decreases.

 Energy revenues

     Changes in energy revenues do not affect earnings as they reflect
 corresponding changes in the energy cost rates billed to customers and
 expensed.  Energy revenues increased in both the three and six month periods
 primarily from higher energy cost rates and increased sales to other
 utilities, partially offset by lower sales to customers.

 Other revenues

     Generally, changes in other revenues do not affect earnings as they are
 offset by corresponding changes in expense, such as taxes other than income
 taxes.

 OPERATING EXPENSES:

 Power purchased and interchanged

     Generally, changes in the energy component of power purchased and
 interchanged expense do not significantly affect earnings since these cost
 increases are substantially recovered through the Subsidiaries' energy
 clauses.  However, earnings for the six months ended June 1995 were negatively
 impacted by higher reserve capacity expense resulting primarily from higher
 payments to the Pennsylvania-New Jersey-Maryland Interconnection and a one-
 time $3.3 million pre-tax charge from another utility.

 Fuel and Deferral of energy costs, net

     Generally, changes in fuel expense and deferral of energy costs do not
 affect earnings as they are offset by corresponding changes in energy
 revenues.

 Other operation and maintenance  

     The decrease in other O&M expense for the three and six months ended June
 1995 was primarily attributable to a one-time $127 million pre-tax charge in
 1994 related to the voluntary enhanced retirement programs.  Also contributing
 to the O&M reduction was payroll and benefits savings from the retirement
 programs and lower first quarter winter storm repair costs.

                                      -22-
<PAGE>





 Taxes, other than income taxes

     Generally, changes in taxes other than income taxes do not significantly
 affect earnings as they are substantially recovered in revenues.

 OTHER INCOME AND DEDUCTIONS:

 Other income/(expense), net

     The increase in other income for the three and six months ended June 1995
 was primarily attributable to write-offs in 1994 consisting of $183.9 million
 pre-tax for certain TMI-2 retirement costs resulting from a Pennsylvania court
 order, and $18.6 million pre-tax for postretirement benefit costs not
 considered likely to be recovered in rates.  The increase was partially offset
 by lower first quarter interest income of $59.4 million pre-tax resulting from
 1994 refunds of previously paid federal income taxes related to the tax
 retirement of TMI-2.  The tax retirement of TMI-2 resulted in a refund for the
 tax years after TMI-2 was retired.

 INTEREST CHARGES AND PREFERRED DIVIDENDS:

 Other interest

     Other interest expense for the six months ended June 1995 decreased due
 primarily to the recognition in the first quarter of 1994 of interest expense
 related to the tax retirement of TMI-2.  The tax retirement of TMI-2 resulted
 in a $13.8 million pre-tax charge to interest expense on additional amounts
 owed for tax years in which depreciation deductions with respect to TMI-2 had
 been taken.

 Dividends on subsidiary-obligated mandatorily redeemable preferred securities

     In 1994, Met-Ed and Penelec issued $100 million and $105 million,
 respectively, and in May 1995, JCP&L issued $125 million, of monthly income
 preferred securities through special-purpose finance subsidiaries.  Dividends
 on these securities are payable monthly.

 LIQUIDITY AND CAPITAL RESOURCES

 CAPITAL NEEDS:

     The GPU System's capital needs for the six months ended June 30, 1995
 consisted of cash construction expenditures of $230 million.  Construction
 expenditures for the year are forecasted to be $482 million.  Expenditures for
 maturing debt are expected to be $91 million for 1995.  Management estimates
 that approximately two-thirds of the capital needs in 1995 will be satisfied
 through internally generated funds.

 FINANCING:

     During the second quarter of 1995, GPU sold one million shares of common
 stock through an underwritten public offering.  The net proceeds of
 $29.6 million were used to make cash capital contributions to the
 Subsidiaries.



                                      -23-
<PAGE>





     In addition, JCP&L Capital L.P., a special-purpose finance subsidiary of
 JCP&L, issued $125 million stated value of monthly income preferred
 securities.  The proceeds from the issuance were used to reduce JCP&L's
 outstanding short-term debt.  Met-Ed issued $30 million principal amount of
 first mortgage bonds (FMBs), the proceeds of which were used to reduce
 outstanding short-term debt.

     Also in the second quarter, JCP&L repurchased in the market, 60,000
 shares of its 7.52% Series K cumulative preferred stock.  The repurchased
 shares may be used to satisfy future sinking fund requirements.

     In July 1995, Met-Ed redeemed at maturity $12 million principal amount of
 4 5/8% FMBs.  Met-Ed also issued $28.5 million principal amount of 6.10% FMBs
 as collateral for a like amount of pollution control revenue refunding bonds
 issued by the Northampton County Industrial Development Authority.  The
 proceeds from the sale of the authority bonds will be used to redeem the
 Authority's 10 1/2% pollution control bonds maturing September 1, 1995, issued
 to finance construction of pollution control facilities at Met-Ed's Portland
 station.

     The Subsidiaries have regulatory authority to issue and sell first
 mortgage bonds, which may be issued as secured medium-term notes, and
 preferred stock through 1995 in the case of Met-Ed, and June 1997 for JCP&L
 and Penelec.  Under existing authorizations, JCP&L, Met-Ed and Penelec may
 issue senior securities in the amount of $225 million, $190 million and
 $230 million, respectively, of which $100 million for each Subsidiary may
 consist of preferred stock.  Met-Ed and Penelec, through their special-purpose
 finance subsidiaries, have remaining regulatory authority to issue an
 additional $25 million and $20 million, respectively, of monthly income
 preferred securities.  The Subsidiaries also have regulatory authority to
 incur short-term debt, a portion of which may be through the issuance of
 commercial paper.

     The Subsidiaries' bond indentures and articles of incorporation include
 provisions that limit the amount of long-term debt, preferred stock and short-
 term debt the Subsidiaries may issue.  The Subsidiaries' interest and
 preferred dividend coverage ratios are currently in excess of indenture and
 charter restrictions.  The ability to issue securities in the future will
 depend on coverages at that time.  The ability of the Subsidiaries to issue,
 through their special-purpose subsidiaries, monthly income preferred
 securities, is not affected by such coverage restrictions.

 COMPETITIVE ENVIRONMENT:

     In March 1995, prior to the Federal Energy Regulatory Commission's (FERC)
 issuance of the Notice of Proposed Rulemaking on open access non-
 discriminatory transmission services, the Subsidiaries filed with the FERC
 proposed open access transmission tariffs.  Such proposed tariffs provided for
 both firm and interruptible service on a point-to-point basis.  Network
 service, where requested, would be negotiated on a case by case basis.  In
 July 1995, the Subsidiaries submitted to the FERC further support and
 justification for their tariffs in response to a FERC Staff request.  The
 Subsidiaries do not know whether or to what extent the FERC will require
 modifications to any of the proposed terms and conditions of these
 transmission tariffs.


                                      -24-
<PAGE>





     In July 1995, New Jersey adopted energy rate flexibility legislation that
 will enable electric utilities to offer rate discounts to certain customers
 and allow these customers access to competitive markets.  If certain
 conditions are met, utilities are permitted to recover from customers 50% of
 revenue lost as a result of a rate discount.  The legislation also provides
 utilities with the opportunity to propose to the New Jersey Board of Public
 Utilities (NJBPU) alternative ways to set rates.

     In June 1995, the Securities and Exchange Commission (SEC) approved an
 SEC Staff report containing a series of legislative and administrative
 recommendations to reform the Public Utility Holding Company Act of 1935
 (Holding Company Act).  The SEC Staff recommended that the SEC support repeal
 of the Holding Company Act with a minimum one year transition period, and a
 transfer of audit, reporting and certain other responsibilities to the FERC
 while giving state commissions access to holding company books and records. 
 In the interim, the Staff recommended that the SEC adopt a series of
 administrative reforms that would streamline such things as the issuance of
 securities for routine financings and permit a wide range of energy related
 diversification activities.  The Staff also recommended that the SEC more
 flexibly interpret the Holding Company Act's integrated system requirements by
 allowing utility acquisitions and specifically, combination electric and gas
 systems, where the affected state commissions concur.

     In response to the Staff report, the SEC has adopted certain changes
 which will streamline routine financings, and has proposed a number of others. 
 GPU and other registered holding companies, believe, however, that repeal of
 the Holding Company Act is necessary to remove a significant impediment to
 competition.

 Nonregulated Business:

     As of June 30, 1995, GPU's aggregate investment in Energy Initiatives,
 Inc. and EI Power, Inc. totaled $118 million.  In July 1995, EI Power acquired
 from the Bolivian government, for approximately $47 million, a 50% ownership
 interest in a Bolivian electric generating company having an aggregate
 capacity of approximately 216 megawatts (MW) of gas-fired and oil-fired
 generation.

 THE GPU SUPPLY PLAN:

 New Energy Supplies:

     Penelec is currently reevaluating its participation beyond the first
 budget phase of a proposed $146 million research and development project to
 repower its 82 MW Warren generating station. The repowering project, if
 undertaken, would enable the station to comply with state and federal
 standards for reduced emissions, and increase electrical output to
 approximately 100 MW. The U.S. Department of Energy (DOE) has agreed to fund
 50% of the project through its Clean Coal Technology Program.  A number of
 unresolved issues, including the unavailability of a key component, a lagging
 schedule, and changing economics, have necessitated a reevaluation of the
 project. In June 1995, Penelec and the DOE extended the first budget phase of
 the project to January 31, 1996 in order to give the DOE time to address
 Penelec's technical, economic, and project viability concerns.  To date,
 Penelec has spent $2.0 million on the repowering project.


                                      -25-
<PAGE>





     JCP&L has commenced construction of a 141 MW gas-fired combustion turbine
 at its Gilbert generating station.  The new facility, coupled with the
 retirement of two older units, will result in a net capacity increase of
 approximately 95 MW.  This estimated $50 million project is expected to be in-
 service by mid-1996.  In February 1995, the New Jersey Department of
 Environmental Protection (NJDEP) issued an air permit for the facility based,
 in part, on the NJBPU's December 1994 order which found that New Jersey's
 Electric Facility Need Assessment Act is not applicable to this combustion
 turbine and that construction of this facility, without a market test, is
 consistent with New Jersey energy policies. An industry trade group
 representing nonutility generators has appealed the issuance of the air permit
 by the NJDEP and the NJBPU's order to the Appellate Division of New Jersey
 Superior Court.  JCP&L has moved to dismiss the appeal.  There can be no
 assurance as to the outcome of this proceeding.

 Managing Nonutility Generation

     The Subsidiaries are seeking to reduce the above market costs of
 nonutility generation (NUG) agreements, including (1) attempting to convert
 must-run agreements to dispatchable agreements; (2) attempting to renegotiate
 prices of the agreements; (3) offering contract buy-outs while seeking to
 recover the costs through their energy clauses and (4) initiating proceedings
 before federal and state administrative agencies, and in the courts.  In
 addition, the Subsidiaries intend to avoid, to the maximum extent practicable,
 entering into any new nonutility generation agreements that are not needed or
 not consistent with current market pricing and are supporting legislative
 efforts to repeal the Public Utility Regulatory Policies Act of 1978 (PURPA). 
 These efforts may result in claims against the GPU System for substantial
 damages.  There can, however, be no assurance as to what extent the
 Subsidiaries' efforts will be successful in whole or in part.  The following
 is a discussion of some major nonutility generation activities involving the
 Subsidiaries.

     In March 1995, the U.S. Court of Appeals denied petitions for rehearing
 filed by JCP&L, the NJBPU and the New Jersey Division of Ratepayer Advocate
 asking that the Court reconsider its January 1995 decision prohibiting the
 NJBPU from reexamining its order approving the rates payable to a nonutility
 generator under a long-term power purchase agreement entered into pursuant to
 PURPA. Also in March 1995, JCP&L petitioned the FERC to declare the agreement
 unlawful on the grounds that when it was approved by the NJBPU, the contract
 pricing violated PURPA.  In two recent decisions involving other utilities,
 the FERC ruled that PURPA prohibits the states from requiring utilities to
 enter into contracts at rates higher than the utility's avoided costs, and
 found that contracts containing these rates are void under certain conditions.
 In June 1995, JCP&L and the Ratepayer Advocate filed petitions with the U.S.
 Supreme Court seeking to review the U.S. Court of Appeals decision.  JCP&L's
 petition before the FERC is pending.

     In April 1995, Met-Ed agreed to buy-out the power purchase agreement for
 a 13 MW unconstructed nonutility generating facility.  Met-Ed estimates that
 the buy-out of the uneconomic power purchase contract will save its customers
 $16 million over 25 years.  In June 1995, the PaPUC authorized recovery from
 customers of the $1.65 million buy-out price over a two year period, starting
 with Met-Ed's April 1, 1996 energy cost rate.



                                      -26-
<PAGE>





     In May 1995, Met-Ed and Penelec filed a petition for enforcement and
 declaratory order with the FERC requesting that the FERC overturn four
 contracts with nonutility generators, aggregating 487 MW of capacity, and to
 act against the PaPUC's implementation of PURPA.  Specifically, Met-Ed and
 Penelec contended that the PaPUC's procedures resulting in orders to enter
 into contracts with qualifying facilities at prices based on the costs of a
 "coal proxy" plant violate PURPA and the FERC's implementing regulations. In
 June 1995, the FERC denied the petition.  Met-Ed and Penelec have filed a
 petition for rehearing with the FERC.

     In 1994, a nonutility generator requested that the NJBPU and the PaPUC
 order JCP&L and Met-Ed to enter into long-term agreements to buy capacity and
 energy.  JCP&L contested the request and the NJBPU referred the matter to an
 Administrative Law Judge (ALJ) for hearings. In February 1995, the ALJ issued
 an initial decision stating that the nonutility generator had created a
 legally enforceable obligation, but the appropriate avoided cost to be used
 was still to be decided by the NJBPU. However, in April 1995, the NJBPU
 remanded the proceeding to the ALJ for fact finding.  Met-Ed sought to dismiss
 the request based on a May 1994 PaPUC order, which granted Met-Ed and Penelec
 permission to obtain additional nonutility purchases through competitive
 bidding until new PaPUC regulations have been adopted.  In September 1994, the
 Pennsylvania Commonwealth Court granted the PaPUC's application to revise its
 May 1994 order for the purpose of reevaluating the nonutility generator's
 right to sell power to Met-Ed.  The PaPUC subsequently ordered that hearings
 be held in this matter.  In March 1995, Met-Ed moved to dismiss the nonutility
 generator's petition. The nonutility generator has filed a cross-motion for
 summary judgment.  The matter is pending before the PaPUC. 

     In May 1994, the NJBPU issued orders granting two nonutility generators,
 aggregating 200 MW, a final in-service (sunset) date extension for projects
 originally scheduled to be operational in 1997. The NJBPU orders extend the
 in-service dates for one year plus any appeal period.  In May 1995, the
 Appellate Division of the New Jersey Superior Court reversed the NJBPU
 decision.  In June 1995, the New Jersey Assembly passed a bill which, if
 enacted, would have the effect of nullifying the Court's decision by
 retroactively extending the in-service deadlines on the two projects for three
 years.  The State Senate is expected to consider the legislation in September
 1995.

     In November 1994, Penelec requested the Pennsylvania Supreme Court to
 review a Commonwealth Court decision upholding a PaPUC order requiring Penelec
 to purchase a total of 160 MW from two nonutility generators.  The PaPUC had
 ordered Penelec in 1993 to enter into power purchase agreements with the
 nonutility generators for 80 MW of power each under long-term contracts
 commencing in 1997 or later.  In August 1994, the Commonwealth Court denied
 Penelec's appeal of the PaPUC order.  Penelec's petition to the Supreme Court
 contends that the Commonwealth Court imposed unnecessary and excessive costs
 on Penelec customers by finding that Penelec had a need for capacity.  The
 petition also questions the Commonwealth Court's upholding of the PaPUC's
 determination that the nonutility generators had incurred a legal obligation
 entitling them to payments under PURPA. In May 1995, the PaPUC assigned the
 matter to an Administrative Law Judge (ALJ) for a recommended decision.

     As part of an effort to reduce above-market payments under nonutility
 generation agreements, the Subsidiaries are seeking to implement a program
 under which the natural gas fuel and transportation for the Subsidiaries'

                                      -27-
<PAGE>





 gas-fired facilities, as well as up to approximately 1,100 MW of nonutility
 generation capacity, would be pooled and managed by a nonaffiliated fuel
 manager. The Subsidiaries believe the plan has the potential to provide
 substantial savings for their customers.  The Subsidiaries are conducting
 negotiations with a nonaffiliated company to serve as fuel manager.

     The Subsidiaries have contracts and anticipated commitments with
 nonutility generation suppliers under which a total of 1,535 MW of capacity
 are currently in service and an additional 1,054 MW are currently scheduled or
 anticipated to be in service by 1999.















































                                      -28-
<PAGE>





                                     PART II

 ITEM 1 -    LEGAL PROCEEDINGS

             Information concerning the current status of certain legal
             proceedings instituted against the Corporation and its
             subsidiaries as a result of the March 28, 1979 nuclear accident at
             Unit 2 of the Three Mile Island nuclear generating station
             discussed in Part I of this report in Notes to Consolidated
             Financial Statements is incorporated herein by reference and made
             a part hereof.

 ITEM 4 -    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

             At the Annual Meeting of Stockholders held on May 4, 1995, the
             following individuals were reelected as directors of the
             Corporation for three year terms expiring at the 1998 annual
             meeting.

                   Name                        Votes For     Votes Withheld
                   Henry F. Henderson, Jr.     99,308,789       1,263,876
                   James R. Leva               99,399,387       1,263,876
                   John M. Pietruski           99,385,954       1,263,876
                   Catherine A. Rein           99,308,578       1,263,876

             Louis J. Appell, Jr., Donald J. Bainton, and Theodore H. Black,
             whose terms expire at the 1996 annual meeting, and Paul R. Roedel,
             Carlisle A. H. Trost, and Patricia K. Woolf, whose terms expire at
             the 1997 annual meeting, continue to serve as directors following
             the meeting.

             At the Annual Meeting, stockholders approved by a vote of
             71,283,964 shares for, 28,293,694 shares against and 1,036,895
             shares abstained, an amendment to Article 5 of the Corporation's
             Article of Incorporation to increase the number of authorized
             shares of Common Stock to 350,000,000 shares, par value $2.50 per
             share, from 150,000,000 shares.  Stockholders also approved, by a
             vote of 69,505,164 shares for, 19,188,636 shares against,
             1,361,319 shares abstained and 10,559,434 shares broker non-votes,
             an amendment to Article 9 of the Corporation's Article of
             Incorporation eliminating the remaining preemptive rights of
             stockholders to purchase additional shares of Common Stock.  

             Stockholders also ratified at the Annual Meeting the selection of
             Coopers & Lybrand L.L.P. as independent auditor for the year 1995
             by a vote of 99,495,374 shares for, 566,234 shares against and
             552,945 shares abstained.

 ITEM 6 -    EXHIBITS AND REPORTS ON FORM 8-K

             (a) Exhibits
                 (27)  Financial Data Schedule

             (b) Reports on Form 8-K:
                 For the month of June 1995, dated June 9, 1995, under Item 5   
                 (Other Events).

                                      -29-
<PAGE>





                                   Signatures



 Pursuant to the requirements of the Securities Exchange Act of 1934, the
 registrant has duly caused this report to be signed on its behalf by the
 undersigned thereunto duly authorized.


                                 GENERAL PUBLIC UTILITIES CORPORATION



 August 8, 1995                  By:   /s/ J. G. Graham                  
                                      J. G. Graham, Senior Vice President
                                      (Chief Financial Officer)



 August 8, 1995                  By:   /s/ F. A. Donofrio                
                                      F. A. Donofrio, Vice President
                                      and Comptroller
                                      (Chief Accounting Officer)


































                                      -30-
<PAGE>


<TABLE> <S> <C>


   <ARTICLE> UT
   <CIK> 0000040779
   <NAME> GENERAL PUBLIC UTILITIES CORPORATION
   <MULTIPLIER> 1,000
   <CURRENCY> US DOLLARS
          
   <S>                              <C>
   <PERIOD-TYPE>                          6-MOS
   <FISCAL-YEAR-END>                DEC-31-1995
   <PERIOD-START>                   JAN-01-1995
   <PERIOD-END>                     JUN-30-1995
   <EXCHANGE-RATE>                            1
   <BOOK-VALUE>                        PER-BOOK
   <TOTAL-NET-UTILITY-PLANT>          6,304,392
   <OTHER-PROPERTY-AND-INVEST>          552,695
   <TOTAL-CURRENT-ASSETS>               932,800
   <TOTAL-DEFERRED-CHARGES>           1,683,796
   <OTHER-ASSETS>                             0
   <TOTAL-ASSETS>                     9,473,683
   <COMMON>                             314,458
   <CAPITAL-SURPLUS-PAID-IN>            686,272
   <RETAINED-EARNINGS>                1,810,025
   <TOTAL-COMMON-STOCKHOLDERS-EQ>     2,648,735  <F1>
                   464,000  <F2>
                              98,116
   <LONG-TERM-DEBT-NET>               2,525,840
   <SHORT-TERM-NOTES>                   190,700
   <LONG-TERM-NOTES-PAYABLE>                  0
   <COMMERCIAL-PAPER-OBLIGATIONS>        79,561
   <LONG-TERM-DEBT-CURRENT-PORT>         87,666
                     0
   <CAPITAL-LEASE-OBLIGATIONS>           15,105
   <LEASES-CURRENT>                     162,513
   <OTHER-ITEMS-CAPITAL-AND-LIAB>     3,201,447
   <TOT-CAPITALIZATION-AND-LIAB>      9,473,683
   <GROSS-OPERATING-REVENUE>          1,778,620
   <INCOME-TAX-EXPENSE>                  78,222
   <OTHER-OPERATING-EXPENSES>         1,440,420
   <TOTAL-OPERATING-EXPENSES>         1,518,642
   <OPERATING-INCOME-LOSS>              259,978
   <OTHER-INCOME-NET>                     (390)
   <INCOME-BEFORE-INTEREST-EXPEN>       259,588
   <TOTAL-INTEREST-EXPENSE>             123,111  <F3>
   <NET-INCOME>                         136,477
                   0
   <EARNINGS-AVAILABLE-FOR-COMM>        136,477
   <COMMON-STOCK-DIVIDENDS>             106,022
   <TOTAL-INTEREST-ON-BONDS>            183,461
   <CASH-FLOW-OPERATIONS>               141,088
   <EPS-PRIMARY>                           1.18
   <EPS-DILUTED>                           1.18
   <FN>
   <F1> INCLUDES REACQUIRED COMMON STOCK OF $162,020.
   <F2> INCLUDES SUBSIDIARY-OBLIGATED MANDATORILY REDEEMABLE PREFERRED
   <F2> SECURITIES OF $330,000.
   <F3> INCLUDES DIVIDENDS ON SUBSIDIARY-OBLIGATED MANDATORILY REDEEMABLE
   <F3> PREFERRED SECURITIES OF $10,372 AND PREFERRED STOCK DIVIDENDS OF
   <F3> SUBSIDIARIES OF $8,529.
   </FN>
           
<PAGE>


</TABLE>


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