Rule 424(b)(2)
Registration No. 33-56475
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JUNE 7, 1995
1,000,000 SHARES
GENERAL PUBLIC UTILITIES CORPORATION
COMMON STOCK
(PAR VALUE $2.50 PER SHARE)
____________________
The Common Stock of the Company is, and the shares offered
hereby (the "Additional Common Stock") are expected to be upon
notice of issuance, listed on the New York Stock Exchange
(Symbol: GPU). On June 7, 1995, the last reported sale price of
the Company's Common Stock on the New York Stock Exchange was
$30 1/4 per share.
____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMIS-
SION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
____________________
The Additional Common Stock will be purchased from the
Company by Goldman, Sachs & Co. as the Underwriters at a price of
$29.645 per share (resulting in $29,645,000 aggregate net
proceeds, before expenses, to the Company). The Company will pay
certain expenses of the offering estimated at approximately
$210,000.
The Additional Common Stock may be offered by the
Underwriters from time to time in one or more transactions (which
may involve block transactions) on the New York Stock Exchange or
on other national securities exchanges on which the Common Stock
is traded, in the over-the-counter market, through negotiated
transactions or otherwise at market prices prevailing at the time
of the sale or at prices otherwise negotiated, subject to prior
sale, when, as and if delivered to and accepted by the
Underwriters. See "Plan of Distribution" herein.
The Company has agreed to indemnify the Underwriters against
certain liabilities, including liabilities under the Securities
Act of 1933.
____________________
The Additional Common Stock is offered, subject to prior
sale, when, as and if accepted by the Underwriters. It is
expected that the Additional Common Stock will be ready for
delivery in New York, New York on or about June 13, 1995.
GOLDMAN, SACHS & CO.
____________________
The date of this Prospectus Supplement is June 8, 1995.<PAGE>
PLAN OF DISTRIBUTION
Subject to the terms and conditions set forth in the
Underwriting Agreement, the Company has agreed to sell, and the
Underwriters have agreed to purchase, 1,000,000 shares of
Additional Common Stock. Under the terms and conditions of the
Underwriting Agreement, the Underwriters are committed to take
and pay for all the Additional Common Stock being sold by the
Company if any of the shares of Additional Common Stock are
taken.
It is expected that all or a substantial portion of the
Additional Common Stock will be sold by the Underwriters, from
time to time, to purchasers at varying prices in one or more
transactions (which may involve block transactions) on the New
York Stock Exchange or on other national securities exchanges on
which the Additional Common Stock is traded or otherwise. The
distribution of the Additional Common Stock may also be effected
from time to time in special offerings, exchange distributions
and/or secondary distributions pursuant to and in accordance with
the rules of the New York Stock Exchange or such other exchanges,
in the over-the-counter market, in negotiated transactions
through the writing of options on shares of Additional Common
Stock (whether such options are listed on an options exchange or
otherwise) or otherwise, or in a combination of such at
prevailing market prices or at negotiated prices. The
Underwriters may effect such transactions by selling Additional
Common Stock to or through dealers, and such dealers may receive
compensation in the form of discounts, concessions or commissions
from the Underwriters and/or the purchasers of such Additional
Common Stock for whom they may act as agents or to whom they may
sell as principal.
In connection with the sale of the Additional Common Stock,
the Underwriters may receive compensation from the Company in the
form of discounts and may receive compensation from purchasers of
the Additional Common Stock for whom they may act as agents or to
whom they may sell as principal in the form of commissions or
discounts, in each case in amounts which will not exceed those
customary in the types of transactions involved. Underwriters
and dealers that participate in the distribution of the
Additional Common Stock may be deemed to be underwriters, and any
discounts received by them from the Company and any compensation
received by them on the resale of the Additional Common Stock by
them may be deemed to be underwriting discounts and commissions
under the Securities Act of 1933.
The Company has agreed to indemnify the Underwriters against
certain liabilities, including liabilities under the Securities
Act of 1933.<PAGE>
PROSPECTUS
5,000,000 SHARES
GENERAL PUBLIC UTILITIES CORPORATION
COMMON STOCK
(PAR VALUE $2.50 PER SHARE)
____________________
General Public Utilities Corporation (the "Company") may
offer, from time to time, up to 5,000,000 shares (the "Additional
Common Stock") of its Common Stock, par value $2.50 per share.
The Additional Common Stock may be offered in amounts, at prices
and on terms to be determined at the time of offering, which will
be set forth in a Prospectus Supplement relating thereto (a
"Prospectus Supplement"). The Common Stock of the Company is,
and the Additional Common Stock is expected to be upon notice of
issuance, listed on the New York Stock Exchange (Symbol: GPU).
On June 5, 1995, the last reported sale price of the Company's
Common Stock on the New York Stock Exchange was $30 7/8 per
share.
____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMIS-
SION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
____________________
The Additional Common Stock may be sold to or through
underwriters or dealers as designated from time to time. In
addition, the Company may sell the Additional Common Stock to one
or more agents for its or their own accounts or for resale. See
"Plan of Distribution". The names of any such underwriters,
agents or dealers involved in the sale of the Additional Common
Stock in respect of which this Prospectus is being delivered, the
number of shares of Additional Common Stock to be purchased by
any such underwriters, dealers or agents and any applicable
commissions or discounts, or other terms of the offering, will be
set forth in a Prospectus Supplement. The net proceeds to the
Company will also be set forth in a Prospectus Supplement.
The date of this Prospectus is June 7, 1995.<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-
ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE
MARKET PRICE OF THE SECURITIES OFFERED HEREBY AT A LEVEL ABOVE
THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED
AT ANY TIME.
_______________
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934 (the "1934 Act") and in
accordance therewith files reports and other information with the
Securities and Exchange Commission (the "Commission"). Such
reports and other information can be inspected and copied at the
public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549 and at its regional
offices at 500 West Madison Street, Chicago, Illinois 60661 and
Seven World Trade Center, New York, New York 10048. Copies of
such material can also be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549 at prescribed rates. Such material can also be
inspected at the New York Stock Exchange, Inc., 20 Broad Street,
New York, New York 10005, where the Company's Common Stock is
listed.
________________
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER CONTAINED HEREIN. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER IN ANY JURISDICTION IN
WHICH SUCH OFFER MAY NOT LAWFULLY BE MADE.
____________________
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with
the Commission pursuant to the 1934 Act are incorporated herein
by reference:
The Company's Annual Report on Form 10-K for the year ended
December 31, 1994;
The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995; and
The Company's Current Report on Form 8-K dated April 20,
1995.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act prior to the
termination of the offering of the Additional Common Stock shall
2<PAGE>
be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document
which is deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
____________________
THE COMPANY HEREBY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO
EACH PERSON, INCLUDING ANY BENEFICIAL OWNER, TO WHOM A COPY OF
THIS PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST OF
SUCH PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS REFERRED TO
ABOVE WHICH HAVE BEEN OR MAY BE INCORPORATED BY REFERENCE IN THIS
PROSPECTUS, OTHER THAN EXHIBITS TO SUCH DOCUMENTS NOT
SPECIFICALLY INCORPORATED BY REFERENCE THEREIN. REQUESTS FOR
SUCH COPIES SHOULD BE DIRECTED TO: INVESTOR RELATIONS, GENERAL
PUBLIC UTILITIES CORPORATION, 100 INTERPACE PARKWAY, PARSIPPANY,
NEW JERSEY 07054-1149, (201) 263-6600.
3<PAGE>
CERTAIN CONSOLIDATED FINANCIAL INFORMATION (1)
(Dollars In Thousands, Except Per Share Data)
Twelve
Years Ended December 31, Months Ended
March
31, 1995
1992 1993 1994 (unaudited)
Income Summary:
Operating
Revenues $3,434,153 $3,596,090 $3,649,516 $3,626,279
Net Income 251,636 295,673 163,688 116,283
Earnings Per
Share 2.27 2.65 1.42 1.00
March 31, 1995
(unaudited)
December 31, 1994 Actual As Adjusted(2)
Amount % Amount % Amount %
Capital
Structure:
Long-Term
Debt
(includ-
ing un-
amortized
net dis-
count) (3)$2,436,582 44.6% $2,576,644 45.3% $2,576,644 43.2%
Subsidiary-
Obligated
Mandatorily
Redeemable
Preferred
Securities 205,000 3.8 205,000 3.6 330,000 5.5
Preferred
Stock
(includ-
ing
premium) 248,116 4.5 248,116 4.4 248,116 4.2
Common
Equity(4) 2,572,584 47.1 2,659,825 46.7 2,814,258 47.1
Total $5,462,282 100.0% $5,689,585 100.0% $5,969,018 100.0%
4<PAGE>
____________________
(1) This information should be read in conjunction with the
Company's Annual Report on Form 10-K for the year ended
December 31, 1994 and Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995.
(2) Reflects the sale of the Additional Common Stock offered
hereby, the sale in April 1995 of 1,898 shares of Common
Stock pursuant to the Company's Dividend Reinvestment and
Stock Purchase Plan and the issuance and sale in May 1995 of
$125,000,000 stated value of mandatorily redeemable
preferred securities by a subsidiary of the Company.
(3) Includes obligations due within one year.
(4) The Company has 350,000,000 shares of Common Stock
authorized, of which 115,265,134 shares were outstanding at
March 31, 1995.
5<PAGE>
THE COMPANY
The Company, a Pennsylvania corporation organized in 1946,
is a holding company registered under the Public Utility Holding
Company Act of 1935 (the "1935 Act"). The Company does not
operate any utility properties directly, but owns all of the
outstanding common stock of three electric utilities serving
customers in New Jersey -- Jersey Central Power & Light Company
-- and Pennsylvania -- Metropolitan Edison Company ("Met-Ed") and
Pennsylvania Electric Company ("Penelec"). The business of these
subsidiaries (the "Subsidiaries") consists predominantly of the
generation, transmission, distribution and sale of electricity.
The Company also owns all of the common stock of GPU Service
Corporation, a service company; GPU Nuclear Corporation, which
operates and maintains the nuclear units of the Subsidiaries; and
Energy Initiatives, Inc. and EI Power, Inc., which develop,
operate and invest in cogeneration and other non-utility power
production facilities. The Company and the Subsidiaries are
seeking approval from the Commission to organize GPU Generation
Corporation as a wholly-owned subsidiary of the Company to
operate and maintain the Subsidiaries' fossil-fueled and
hydroelectric generating facilities. Met-Ed owns all of the
common stock of York Haven Power Company, the owner of a small
hydroelectric generating station. Penelec owns all of the common
stock of the Waverly Electric Light & Power Company, the owner of
electric distribution facilities in the Village of Waverly, New
York that are leased to Penelec. The Subsidiaries own all of the
common stock of the Saxton Nuclear Experimental Corporation,
which owns a small demonstration nuclear reactor that has been
partially decommissioned. The income of the Company consists
almost exclusively of earnings on the common stock of the
Subsidiaries.
As a registered holding company, the Company is subject to
regulation by the Commission under the 1935 Act. Each
Subsidiary's retail rates, conditions of service and issuance of
securities, as well as other matters relating to each Subsidiary,
are subject to regulation in the state in which such Subsidiary
operates -- in New Jersey by the New Jersey Board of Public
Utilities and in Pennsylvania by the Pennsylvania Public Utility
Commission. The Nuclear Regulatory Commission regulates the
construction, ownership and operation of nuclear generating
stations. The Subsidiaries are also subject to wholesale and
transmission rate and other regulation by the Federal Energy
Regulatory Commission under the Federal Power Act.
The electric generating and transmission facilities of the
Subsidiaries are physically interconnected and are operated as a
single integrated and coordinated system serving a population of
approximately 5 million in New Jersey and Pennsylvania. For the
year 1994, the Subsidiaries' revenues were about equally divided
between Pennsylvania customers and New Jersey customers. During
1994, residential sales accounted for about 42% of operating
revenues from customers and 36% of kilowatt-hour (KWH) sales to
customers; commercial sales accounted for about 34% of operating
revenues from customers and 32% of KWH sales to customers;
industrial sales accounted for about 22% of operating revenues
6<PAGE>
from customers and 29% of KWH sales to customers; and sales to
rural electric cooperatives, municipalities (primarily for street
and highway lighting) and others accounted for about 2% of
operating revenues from customers and 3% of KWH sales to
customers. The Subsidiaries also make interchange and spot
market sales of electricity to other utilities.
The area served by the Subsidiaries extends from the
Atlantic Ocean to Lake Erie, is generally comprised of small
communities, rural and suburban areas and includes a wide
diversity of industrial enterprises, as well as substantial
farming areas. The Subsidiaries' transmission facilities are
physically interconnected with neighboring nonaffiliated
utilities in Pennsylvania, New Jersey, Maryland, New York and
Ohio. The Subsidiaries are members of the Pennsylvania-New
Jersey-Maryland Interconnection (PJM) and the Mid-Atlantic Area
Council, an organization providing coordinated review of the
planning by utilities in the PJM area. The interconnection
facilities are used for substantial capacity and energy
interchange and purchased power transactions as well as emergency
assistance.
The Company's address is 100 Interpace Parkway, Parsippany,
New Jersey 07054-1149 and its telephone number is (201) 263-6500.
PRICE RANGE OF COMMON STOCK AND DIVIDENDS
The Common Stock of the Company is listed on the New York
Stock Exchange. The following table shows the range of the high
and low sales prices of the Common Stock based on New York Stock
Exchange Composite Transactions as reported in The Wall Street
Journal and the dividends paid for the periods indicated.
Dividends
Year High Low Per Share
1993 First Quarter $30 1/4 $25 3/4 $.40
Second Quarter 32 3/8 28 5/8 .40
Third Quarter 34 3/4 31 5/8 .425
Fourth Quarter 34 28 3/4 .425
1994 First Quarter 30 7/8 27 5/8 .425
Second Quarter 31 5/8 26 .45
Third Quarter 27 1/2 23 3/4 .45
Fourth Quarter 26 7/8 24 .45
1995 First Quarter 30 5/8 26 1/4 .45
On June 5, 1995, the closing price of the Common Stock was
$30 7/8 per share.
Dividend declaration dates are the first Thursdays of April,
June, October and December. Dividend payment dates fall on the
last Wednesdays of February, May, August and November.
7<PAGE>
USE OF PROCEEDS
The net proceeds of the sale of the Additional Common Stock
will be used by the Company to make cash capital contributions to
its subsidiaries, which in turn will apply such funds (i) to
repay outstanding indebtedness, (ii) to redeem outstanding senior
securities, (iii) for construction purposes, (iv) for other
corporate purposes or (v) to reimburse their treasuries for funds
previously expended therefrom for such purposes. A portion of
the net proceeds may also be used to reimburse the Company's
treasury for funds previously expended therefrom to make such
capital contributions, to repay outstanding indebtedness of the
Company, and for other corporate purposes.
DESCRIPTION OF COMMON STOCK
The holders of Common Stock, the only class of authorized
capital stock of the Company, are entitled to pro rata dividends
when and if declared by the Board of Directors. Each share is
entitled to cumulative voting at all elections of directors and
to one vote for all other purposes and to share pro rata in the
Company's net assets in the event of liquidation.
The outstanding shares of the Company's Common Stock are,
and, upon the issuance thereof and payment therefor, the shares
of Additional Common Stock so issued will be, fully paid and non-
assessable. The outstanding shares of the Company's Common Stock
are listed on the New York Stock Exchange, and it is expected
that the Additional Common Stock will be listed on the Exchange
upon notice of issuance.
The Company has 350,000,000 authorized shares of Common
Stock, par value $2.50 per share. At March 31, 1995, 115,265,134
shares were issued and outstanding. Stockholders have no
preemptive rights to subscribe for shares of Common Stock.
The Transfer Agent and Registrar for the Common Stock is
Chemical Bank, New York, New York.
PLAN OF DISTRIBUTION
The Company may offer or sell Additional Common Stock to one
or more underwriters for public offering and sale by them. In
addition, the Company may sell the Additional Common Stock to one
or more agents for its or their own accounts or for resale. The
Company may sell Additional Common Stock as soon as practicable
after effectiveness of the Registration Statement, provided that
favorable market conditions exist. Any such underwriter or agent
involved in the offer and sale of the Additional Common Stock
will be named in an applicable Prospectus Supplement.
Underwriters may offer and sell the Additional Common Stock
at a fixed price or prices, which may be changed, or from time to
time at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices.
8<PAGE>
In connection with the sale of Additional Common Stock,
underwriters may be deemed to have received compensation from the
Company in the form of underwriting discounts or commissions.
Underwriters may sell Additional Common Stock in block
transactions to certain institutions or to or through dealers,
and such dealers may receive compensation in the form of
discounts, concessions or commissions from the underwriters. Any
agent or agents may resell the Additional Common Stock to one or
more investors at varying prices related to prevailing market
prices at the time of resale, as determined by such agent or
agents.
Any underwriting compensation paid by the Company to
underwriters in connection with the offering of Additional Common
Stock, any discounts, concessions or commissions allowed by
underwriters to participating dealers, any discounts or
commissions allowed or paid to any agents and any other terms of
the offering will be set forth in an applicable Prospectus
Supplement. Underwriters, agents and dealers participating in
the distribution of the Additional Common Stock may be deemed to
be underwriters, and any discounts and commissions received by
them and any profit realized by them on resale of the Additional
Common Stock may be deemed to be underwriting discounts and
commissions, under the Securities Act of 1933. Underwriters,
agents and dealers may be entitled, under agreement with the
Company, to indemnification against and contribution toward
certain liabilities, including liabilities under the Securities
Act of 1933, and to reimbursement by the Company for certain
expenses.
Underwriters, agents and dealers may engage in transactions
with, or perform services for, the Company and/or any of its
affiliates in the ordinary course of business.
EXPERTS
The consolidated financial statements and financial
statement schedules included in the Company's Annual Report on
Form 10-K for the year ended December 31, 1994 are incorporated
herein by reference in reliance on the report of Coopers &
Lybrand L.L.P., independent accountants, given on the authority
of said firm as experts in auditing and accounting. The report
of Coopers & Lybrand L.L.P., included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1994
incorporated herein by reference, contains explanatory paragraphs
related to a contingency which has resulted from the accident at
Unit No. 2 of the Three Mile Island nuclear generating station
and the required adoption of the provisions of the Statement of
Financial Accounting Standards ("SFAS") No. 109, "Accounting for
Income Taxes", and the provisions of SFAS No. 106, "Employers'
Accounting for Postretirement Benefits Other Than Pensions" in
1993.
LEGAL MATTERS
9<PAGE>
Certain legal matters will be passed upon for the Company by
Berlack, Israels & Liberman LLP, New York, New York and for any
underwriters or agents by Winthrop, Stimson, Putnam & Roberts,
New York, New York. Berlack, Israels & Liberman LLP and
Winthrop, Stimson, Putnam & Roberts may rely on Ballard Spahr
Andrews & Ingersoll, Philadelphia, Pennsylvania with respect to
matters of Pennsylvania law. Members and attorneys of Berlack,
Israels & Liberman LLP own an aggregate of 12,595 shares of the
Company's Common Stock. In addition, one such member holds 986
such shares as custodian for his children.
10<PAGE>
No dealer, salesperson or any other
person has been authorized to give
any information or to make any
representations, other than those
contained in this Prospectus and
Prospectus Supplement, in connection
with the offer contained herein, and,
if given or made, such other
information or representations must 1,000,000 Shares
not be relied upon as having been
authorized by the Company or by General Public
any underwriter or dealer for the Utilities Corporation
Additional Common Stock. Neither
the delivery of this Prospectus and
Prospectus Supplement nor any sale
made hereunder shall, under any
circumstances, create any implication Common Stock
that there has been no change in the (Par Value $2.50
affairs of the Company since the date Per Share)
as of which information is given in
this Prospectus and Prospectus
Supplement. This Prospectus and
Prospectus Supplement do not
constitute an offer to sell or
a solicitation of an offer to buy
by anyone in any jurisdiction in
which the person making such offer
or solicitation is not qualified to
do so or to anyone to whom it is
unlawful to make such offer or
solicitation.
_______________ __________________
PROSPECTUS SUPPLEMENT
__________________
TABLE OF CONTENTS
Prospectus Supplement
Plan of Distribution . . . . . . . . S-2
Prospectus
Available Information . . . . . . . .
Incorporation of Certain
Documents by Reference . . . . . .
Certain Consolidated Financial
Information . . . . . . . . . . . .
The Company . . . . . . . . . . . . .
Price Range of Common Stock
and Dividends . . . . . . . . . . . Goldman, Sachs & Co.
Use of Proceeds . . . . . . . . . . .
Description of Common Stock . . . . .
Plan of Distribution . . . . . . . .
Experts . . . . . . . . . . . . . . .
Legal Matters . . . . . . . . . . . .
<PAGE>
