GENERAL PUBLIC UTILITIES CORP /PA/
10-Q, 1995-11-08
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   September 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 October 31, 1995, was as follows:

       Common stock, par value $2.50 per share:  116,373,614 shares
 outstanding.
<PAGE>





                      General Public Utilities Corporation
                          Quarterly Report on Form 10-Q
                               September 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        
                                                                   September 30,    December 31,
                                                                        1995            1994    
                                                                    (Unaudited)       
          <S>                                                      <C>              <C>
          ASSETS
          Utility Plant:
            In service, at original cost                           $9 165 011       $8 879 630
            Less, accumulated depreciation                          3 373 530        3 148 668
              Net utility plant in service                          5 791 481        5 730 962
            Construction work in progress                             345 862          340 248
            Other, net                                                199 366          195 388
                 Net utility plant                                  6 336 709        6 266 598


          Other Property and Investments:
            Nuclear decommissioning trusts                            331 801          260 482
            Nonregulated investments, net                             231 641          115 538
            Nuclear fuel disposal fund                                 92 799           82 920
            Other, net                                                 34 856           33 553
                 Total other property and investments                 691 097          492 493


          Current Assets:
            Cash and temporary cash investments                        30 325           26 731
            Special deposits                                           14 689           10 226
            Accounts receivable:
              Customers, net                                          285 361          248 728
              Other                                                    56 191           56 903
            Unbilled revenues                                         101 527          113 581
            Materials and supplies, at average cost or less:
              Construction and maintenance                            197 779          184 644
              Fuel                                                     37 846           55 498
            Deferred income taxes                                      20 449           14 213 
            Prepayments                                                94 155           62 164
                 Total current assets                                 838 322          772 688


          Deferred Debits and Other Assets:
            Regulatory assets:
              Three Mile Island Unit 2 deferred costs                 309 422          157 042
              Unamortized property losses                             105 587          108 699
              Income taxes recoverable through future rates           579 200          561 498
              Other                                                   424 147          370 402
                Total regulatory assets                             1 418 356        1 197 641
            Deferred income taxes                                     348 700          428 897
            Other                                                      56 872           38 546
                 Total deferred debits and other assets             1 823 928        1 665 084



                 Total Assets                                      $9 690 056       $9 196 863

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


                                                    -3-<PAGE>
</TABLE>
<TABLE>


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

                                                                            In Thousands        
                                                                   September 30,    December 31,
                                                                        1995            1994    
                                                                    (Unaudited)       
          <S>                                                      <C>              <C>
          LIABILITIES AND CAPITAL
          Capitalization:
            Common stock                                           $  314 458       $  314 458
            Capital surplus                                           686 350          663 418
            Retained earnings                                       2 047 570        1 775 759
              Total                                                 3 048 378        2 753 635
            Less, reacquired common stock, at cost                    159 732          181 051
              Total common stockholders' equity                     2 888 646        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                                          2 536 626        2 345 417
                 Total capitalization                               5 987 388        5 371 117



          Current Liabilities:
            Securities due within one year                            102 462           91 165
            Notes payable                                             224 780          347 408
            Obligations under capital leases                          163 172          157 168
            Accounts payable                                          297 793          317 259
            Deferred energy credits                                       912           (8 728)
            Taxes accrued                                              39 793           80 027
            Interest accrued                                           56 289           66 628
            Other                                                     214 032          208 855
                 Total current liabilities                          1 099 233        1 259 782



          Deferred Credits and Other Liabilities:
            Deferred income taxes                                   1 493 658        1 438 743
            Unamortized investment tax credits                        148 411          156 262
            Three Mile Island Unit 2 future costs                     346 818          341 139
            Regulatory liabilities                                    101 724          122 144
            Other                                                     512 824          507 676
                 Total deferred credits and other liabilities       2 603 435        2 565 964



          Commitments and Contingencies (Note 1)




                 Total Liabilities and Capital                     $9 690 056       $9 196 863

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


                                                    -4-<PAGE>
</TABLE>
<TABLE>


                     GENERAL PUBLIC UTILITIES CORPORATION AND SUBSIDIARY COMPANIES
                                   Consolidated Statements of Income
                                              (Unaudited)
<CAPTION>
                                                                  In Thousands
                                                             (Except Per Share Data)          
                                                      Three Months             Nine Months
                                                   Ended September 30,    Ended September 30,  
                                                     1995       1994       1995         1994
      <S>                                         <C>        <C>        <C>         <C>
      Operating Revenues                          $1 095 082 $ 994 672  $2 873 702  $2 805 414

      Operating Expenses:
        Fuel                                        102 086     96 216     272 975     286 914
        Power purchased and interchanged            280 800    230 087     754 597     674 912
        Deferral of energy costs, net                 4 406      4 826       9 645     (20 288) 
        Other operation and maintenance             251 288    244 941     697 421     846 361
        Depreciation and amortization               101 928     85 519     281 813     261 633
        Taxes, other than income taxes               98 355     94 193     262 832     267 761
            Total operating expenses                838 863    755 782   2 279 283   2 317 293

      Operating Income Before Income Taxes          256 219    238 890     594 419     488 121
        Income taxes                                 71 638     69 876     149 860     116 811
      Operating Income                              184 581    169 014     444 559     371 310

      Other Income and Deductions:
        Allowance for other funds used during
          construction                                1 203        766       3 560       2 092
        Other income/(expense), net                 194 342      3 026     190 172    (140 973)
        Income taxes                                (82 264)    (2 014)    (80 841)     61 612
            Total other income and deductions       113 281      1 778     112 891     (77 269)

      Income Before Interest Charges
        and Preferred Dividends                     297 862    170 792     557 450     294 041

      Interest Charges and Preferred Dividends:
        Interest on long-term debt                   47 680     46 423     140 159     138 627
        Other interest                                7 017      6 382      22 820      31 901
        Allowance for borrowed funds used 
          during construction                        (2 543)    (1 797)     (6 615)     (4 862)
        Dividends on subsidiary-obligated mandatorily
          redeemable preferred securities             7 222      3 145      17 594       3 145  
        Preferred stock dividends of
          subsidiaries                                4 208      5 340      12 737      16 371
            Total interest charges and
              preferred dividends                    63 584     59 493     186 695     185 182

      Net Income                                  $ 234 278  $ 111 299  $  370 755  $  108 859

      Earnings Per Average Common Share           $    2.02  $     .97  $     3.20  $      .95

      Average Common Shares Outstanding             116 512    115 187     115 841     115 124

      Cash Dividends Paid Per Share               $     .47  $     .45  $     1.39  $    1.325

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




                                                  -5-<PAGE>
</TABLE>
<TABLE>


                     GENERAL PUBLIC UTILITIES CORPORATION AND SUBSIDIARY COMPANIES
                                 Consolidated Statements of Cash Flows
                                              (Unaudited)
<CAPTION>                                                                              In Thousands      
                                                                               Nine Months
                                                                           Ended September 30,  
                                                                           1995          1994    
      <S>                                                               <C>           <C>  
      Operating Activities:
        Net income                                                      $ 370 755     $ 108 859 
        Adjustments to reconcile income to cash provided:
          Depreciation and amortization                                   281 577       270 401
          Amortization of property under capital leases                    43 039        45 523
          Three Mile Island Unit 2 costs                                 (170 005)      183 944
          Voluntary enhanced retirement programs                              -         126 964
          Nuclear outage maintenance costs, net                             8 178         5 467
          Deferred income taxes and investment tax credits, net            95 500      (103 757)
          Deferred energy costs, net                                        9 888       (19 955) 
          Accretion income                                                 (9 390)      (11 359)
          Allowance for other funds used during construction               (3 560)       (2 092)
        Changes in working capital:
          Receivables                                                     (19 881)       24 530
          Materials and supplies                                           10 781         2 175 
          Special deposits and prepayments                                (37 060)     (143 358)
          Payables and accrued liabilities                                (88 678)       10 565
        Other, net                                                        (43 668)        7 102
             Net cash provided by operating activities                    447 476       505 009

      Investing Activities:
        Cash construction expenditures                                   (340 168)     (375 076)
        Contributions to decommissioning trusts                           (24 974)      (25 027)
        Nonregulated investments                                          (47 184)      (61 959)
        Other, net                                                         (3 502)       (7 550)
             Net cash used for investing activities                      (415 828)     (469 612)

      Financing Activities:
        Issuance of long-term debt                                        197 206       178 787
        Increase (Decrease) in notes payable, net                        (123 003)       20 032 
        Retirement of long-term debt                                      (43 737)     (147 232)
        Capital lease principal payments                                  (42 486)      (47 974)
        Issuance of common stock                                           29 645           -
        Issuance of subsidiary-obligated mandatorily
          redeemable preferred securities                                 121 063       198 036 
        Redemption of preferred stock of subsidiaries                      (6 049)      (26 168)
        Dividends paid on common stock                                   (160 693)     (152 411)
             Net cash provided (required) by financing activities         (28 054)       23 070

      Net increase in cash and temporary
        cash investments from above activities                              3 594        58 467 
      Cash and temporary cash investments, beginning of year               26 731        25 843
      Cash and temporary cash investments, end of period                $  30 325     $  84 310

      Supplemental Disclosure:
        Interest and preferred dividends paid                           $ 200 156     $ 203 687
        Income taxes paid                                               $ 168 810     $  84 926
        New capital lease obligations incurred                          $  45 469     $  40 206
        Common stock dividends declared but not paid                    $     -       $     -  

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


                                                  -6-</TABLE>
<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 Power, Inc. and EI Energy,
 Inc. (collectively, EI), which develop, own and operate generation,
 transmission and distribution facilities in the United States and in foreign
 countries.  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 was 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 September 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
           September 30, 1995       $647          $778
           December 31, 1994        $627          $817

      The Subsidiaries' net investment in TMI-2 at September 30, 1995 and
 December 31, 1994 was $96 million and $103 million, respectively, of which
 JCP&L's remaining investment was $86 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

                                       -7-
<PAGE>





 incur costs and experience reduced output at its nuclear plants because of the
 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.

      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 up to an aggregate of $335 million in premium charges under
 such plan, and (c) an indemnity agreement with the NRC for up to $85 million,
 bringing their total primary, secondary and tertiary financial protection up
 to an aggregate of $560 million.  Under the secondary level, the Subsidiaries
 are subject to a retrospective premium charge of up to $5 million per reactor,
 or a total of $15 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 (the defendants) 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
 out of the U.S. Treasury.

                                       -8-
<PAGE>





      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.

      In October 1995, the U.S. Court of Appeals for the Third Circuit ruled
 that the Price-Anderson Act provides coverage under its primary and secondary
 levels for punitive as well as compensatory damages, but that punitive damages
 could not be recovered against the Federal Government.  In so doing, the Court
 of Appeals referred to the "finite fund" (the $560 million of financial
 protection under the Price-Anderson Act) to which plaintiffs must resort to
 get compensatory as well as punitive damages.

      The Court of Appeals also found that the standard of care owed by the
 defendants to a plaintiff was determined by the specific level of radiation
 which was released into the environment, as measured at the site boundary,
 rather than as measured  at the specific site where the plaintiff was located
 at the time of the accident (as the Corporation and its Subsidiaries
 proposed).  The Court of Appeals also held, however, that each plaintiff still
 must demonstrate exposure to radiation released during the TMI-2 accident and
 that such exposure had resulted in injuries.

      The Corporation and its Subsidiaries believe that any liability to which
 they might be subject by reason of the TMI-2 accident and these Court of
 Appeals decisions will not exceed the financial protection under the Price-
 Anderson Act.  The Corporation and its Subsidiaries have filed a petition with
 the Third Circuit Court seeking a rehearing and en banc reconsideration of its
 decision that punitive damages are recoverable under the Price-Anderson Act.


                         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 1995 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

                                       -9-
<PAGE>





 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 million to $309 million and $239 to $350 million,
 respectively (in 1995 dollars).  In addition, the studies estimated the cost
 of removal of nonradiological structures and materials for TMI-1 and Oyster
 Creek at $74 million and $48 million, respectively (in 1995 dollars).

      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
 (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.

      In August 1995, a consultant to GPUN commenced site specific studies of
 the TMI site, including both Units 1 and 2, and Oyster Creek.  GPUN expects
 these studies to be completed in the fourth quarter of 1995.

      The Financial Accounting Standards Board (FASB) is reviewing the utility
 industry's accounting practices for nuclear plant retirement costs.  If the
 FASB's tentative conclusions are adopted, Oyster Creek and TMI-1 future
 retirement costs will have to be recognized as a liability currently, rather
 than recorded over the life of the plants (as is currently the practice), with
 an offsetting asset recorded for amounts collectible through rates.  Any
 amounts not collectible through rates will have to be charged to expense.  The
 FASB is expected to release an Exposure Draft on decommissioning accounting
 practices in 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

                                      -10-
<PAGE>





 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 expenditure of these funds has been made in accumulated depreciation,
 amounting to $60 million for TMI-1 and $110 million for Oyster Creek at
 September 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. 

 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 September 30, 1995.  Estimated TMI-2 Future
 Costs as of September 30, 1995 and December 31, 1994 are as follows:

                                   September 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 September 30, 1995, $114 million was in trust funds
 for TMI-2 and included in Nuclear Decommissioning Trusts on the Balance Sheet,
 and $213 million was recoverable from customers and included in Three Mile
 Island Unit 2 Deferred Costs on the Balance Sheet.  Earnings on trust fund
 deposits collected from customers are included in amounts shown on the Balance
 Sheet under Three Mile Island Unit 2 Deferred Costs. 

      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.  In 1993, a PaPUC rate order
 permitted Met-Ed future recovery of certain TMI-2 retirement costs.  The
 Pennsylvania Office of Consumer Advocate appealed that order to the
 Commonwealth Court,  which reversed the PaPUC order in 1994.  Consequently,
 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.  In
 September 1995, the Pennsylvania Supreme Court reversed the Commonwealth Court
 decision.  Met-Ed and Penelec have therefore reversed the previous write-offs,

                                      -11-
<PAGE>





 resulting in pre-tax income of $127.6 million and $56.3 million, respectively,
 being credited to the Other Income and Deductions section of the 1995
 Consolidated Statement of Income.  However, notwithstanding the Supreme
 Court's decision, Met-Ed and Penelec have determined that the recovery of the
 incremental monitored storage costs is no longer probable, and have recorded
 pre-tax charges to operating income of $10 million and $4.7 million,
 respectively, in the third quarter of 1995.

      In 1991, 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.  In 1990, JCP&L made a
 contribution of $15 million to an external decommissioning trust.  These
 contributions were not recovered from customers and have been expensed.   

      JCP&L intends to seek recovery for any increases in TMI-2 retirement
 costs, and Met-Ed and Penelec intend to seek recovery for any increases in the
 non-accident related portion of such costs, but recognize 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

                                      -12-
<PAGE>





 for each of the GPU System's two operating reactors, 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 to 80 percent of such amounts
 for years two and three.


               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 September 30, 1995, facilities covered by these
 agreements having 1,624 MW (JCP&L 892 MW, Met-Ed 335 MW and Penelec 397 MW) of
 capacity were in service.  Estimated payments to nonutility generators from
 1995 through 1999, assuming that 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                     $ 650       $ 380       $ 118       $  152
      1996                       685         358         151          176
      1997                       728         389         155          184
      1998                       859         419         243          197
      1999                     1,020         431         311          278

       These agreements, in the aggregate, will provide approximately 2,062 MW
 (JCP&L 1,002 MW, Met-Ed 485 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

                                      -13-
<PAGE>





 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 (see Managing Nonutility Generation, in
 Management's Discussion and Analysis of Financial Condition and Results of
 Operations) and (4) initiating proceedings before federal and state
 administrative agencies, and in the courts, where appropriate. 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 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 $240 million to $350 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.


                                      -14-
<PAGE>





       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. 
 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 September 30, 1995
 Consolidated Balance Sheet, were as follows:

                                                        (In thousands)   
                                                     Assets   Liabilities
 Income taxes recoverable/refundable
   through future rates                            $ 579,200    $ 97,396
 TMI-2 deferred costs                                309,422        -
 Unamortized property losses                         105,587        -
 NUG contract termination costs                       67,899        -
 Other postretirement benefits                        55,224        -
 N.J. unit tax                                        52,864        -
 Unamortized loss on reacquired debt                  51,432        -
 Load and demand side management programs             47,643        -
 DOE enrichment facility decommissioning              40,628        -
 Manufactured gas plant remediation                   30,720        -
 Storm damage                                         23,876        -
 Nuclear fuel disposal fee                            23,087        -
 N.J. low-level radwaste disposal                     15,572        -
 Oyster Creek deferred costs                           8,084        -
 Other                                                 7,118       4,328
      Total                                       $1,418,356    $101,724


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



                                      -15-
<PAGE>





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

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

 NUG contract termination costs: Represents one-time costs incurred for
 terminating power purchase contracts with nonutility generators (NUGs), for
 which rate recovery is probable (See Managing Nonutility Generation, in
 Management's Discussion and Analysis of Financial Condition and Results of
 Operations).

 Other postretirement benefits: Includes costs associated with the adoption of
 FAS 106, "Employers' Accounting for Postretirement Benefits Other Than
 Pensions", which are deferred in accordance with Emerging Issues Task Force
 Issue 92-12, "Accounting for OPEB Costs by Rate-Regulated Enterprises".

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

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

 Load and demand side management (DSM) programs: Consists of load management
 costs that are currently being recovered, with interest, 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.

 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. 

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

 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.

 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.




                                      -16-
<PAGE>





 N.J. low-level radwaste disposal: Represents the accrual of the estimated
 assessment for a disposal facility for 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.


                              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 Subsidiaries expect that the U.S.
 Environmental Protection Agency (EPA) will approve state implementation plans
 consistent with the proposal, and that as a result, they will spend an
 estimated $60 million, beginning in 1997, to meet the reductions set by the
 OTC.  The OTC has stated that it anticipates that additional NOx reductions
 will be necessary 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 11 hazardous and/or toxic

                                      -17-
<PAGE>





 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 most of the sites.  As of
 September 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 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 because: 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.  The NJBPU
 decision also provided for interest on any overrecovery 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 $471 million during 1995.  As a consequence of


                                      -18-
<PAGE>





 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.

        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 (of which $32 million
 has already been spent) 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

                                      -19-
<PAGE>





 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 refund liability from the 1992 LEAC period through February 1996,
 the end of the current LEAC period, is $56 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.

       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 the
 public, customers, contractors, vendors and other suppliers of equipment and
 services and by employees alleging unlawful employment practices.  EI, which
 has operations in foreign countries, may face additional risks inherent to
 operating in such locations, including foreign currency fluctuations and
 political instability (see NONREGULATED SUBSIDIARIES, in Management's
 Discussion and Analysis of Financial Condition and Results of Operations). 
 While management does not expect that the outcome of these matters will have a
 material effect on the GPU System's financial position or results of
 operations, there can be no assurance that this will continue to be the case.

























                                      -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 third quarter of 1995 was $234.3 million, or $2.02 per
 share, compared to net income of $111.3 million, or $0.97 per share, for the
 same period ended 1994.  The increase in third quarter earnings was due
 primarily to the reversal of $104.9 million (after-tax), or $0.91 per share,
 of certain future Three Mile Island Unit 2 (TMI-2) retirement costs written-
 off by Metropolitan Edison Company (Met-Ed) ($72.8 million) and Pennsylvania
 Electric Company (Penelec) ($32.1 million) in the second quarter of 1994.  The
 reversal of the TMI-2 write-off resulted from a Pennsylvania Supreme Court
 decision that overturned a 1994 Pennsylvania Commonwealth Court order, and
 restored a March 1993 Pennsylvania Public Utility Commission (PaPUC) order
 that allowed Met-Ed to recover certain future TMI-2 retirement costs from
 customers.  Partially offsetting this was a charge to income of $8.4 million
 (after-tax), or $0.07 per share, of TMI-2 monitored storage costs which Met-Ed
 and Penelec believe will not be recoverable through Pennsylvania ratemaking. 
 Also contributing to the third quarter earnings increase were higher sales
 resulting from hotter summer temperatures compared to last year and new
 customer growth.  

     For the nine months ended September 30, 1995 net income was $370.8
 million, or $3.20 per share, compared to net income of $108.9 million, or
 $0.95 per share, for the same period last year.  The same factors affecting
 the quarterly results also affected the results for the nine month period.  In
 addition, net income for the nine months ended last year included several one-
 time items that resulted in a net after-tax earnings reduction of $164.7
 million, or $1.43 per share.

     The 1994 one-time items included a write-off of $104.9 million ($0.91 per
 share) of certain future TMI-2 retirement costs, $76.1 million ($0.66 per
 share) for early retirement program costs, the write-off of $10.6 million
 ($0.09 per share) of postretirement benefit costs; and net interest income of
 $26.9 million ($0.23 per share) resulting from refunds of previously paid
 federal income taxes related to the tax retirement of TMI-2.  Lower operation
 and maintenance (O&M) expense, which included payroll and benefits savings
 from the early retirement programs in 1994, also contributed to the nine month
 earnings increase.

 OPERATING REVENUES:

     Total revenues for the third quarter of 1995 increased 10.1% to $1.1
 billion, as compared to the third quarter of 1994.  For the nine months ended
 September 30, 1995, revenues increased 2.4% to $2.9 billion, as compared to
 the same period last year.  The components of the changes are as follows:


                                      -21-
<PAGE>





                                                 (In Millions)            
                                       Three Months        Nine Months
                                          Ended               Ended
                                    September 30, 1995  September 30, 1995
    Kilowatt-hour (KWH) revenues
      (excluding energy portion)          $ 34.7               $(13.8)
    Energy revenues                         62.0                 89.2
    Other revenues                           3.7                 (7.1)
         Increase in revenues             $100.4               $ 68.3 

 Kilowatt-hour revenues

     The increase in KWH revenues for the three month period was due primarily
 to higher sales from hotter summer temperatures in 1995 and new customer
 additions in the residential and commercial sectors.   The decrease in KWH
 revenues for the nine month period was due to lower residential sales from
 milder winter and cooler spring weather in 1995.

 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 nine month periods
 primarily from higher energy cost rates and increased sales to other
 utilities.

 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 three month period benefitted from lower
 reserve capacity expense.

 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 increase in other O&M for the three month period was due to a one-
 time $14.7 million (pre-tax) charge by Met-Ed and Penelec in 1995 for TMI-2
 monitored storage costs deemed not recoverable through Pennsylvania
 ratemaking.  The decrease in other O&M expense for the nine month period was
 primarily attributable to a one-time $127 million (pre-tax) charge in 1994
 related to early retirement programs.  Also contributing to the nine month O&M

                                      -22-
<PAGE>





 reduction were payroll and benefits savings from the retirement programs and
 lower 1995 winter storm repair costs.

 Depreciation and amortization

     The increases in depreciation and amortization expense for the three and
 nine month periods were due primarily to additions to plant in service and
 adjustments for TMI-2 decommissioning.

 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/(expense) for the three month period was
 attributable to the reversal by Met-Ed and Penelec of $183.9 million (pre-tax)
 of expense resulting from the Pennsylvania Supreme Court decision overturning
 a 1994 Pennsylvania Commonwealth Court order, and restoring a March 1993 PaPUC
 order that allowed Met-Ed to recover certain future TMI-2 retirement costs
 from customers.  In addition, $8.2 million (pre-tax) of expense was reversed
 for escalations recorded since June 1994 for radiological decommissioning and
 nonradiological cost of removal.

     The same factors affecting the three month period also affected the nine
 month period.  In addition, the nine month period increase included write-offs
 in 1994 of $183.9 million (pre-tax) for certain future TMI-2 retirement costs
 resulting from the Pennsylvania Commonwealth Court order mentioned above, and
 $18.6 million (pre-tax) for postretirement benefit costs not believed to be
 recoverable in rates.  These increases were partially offset by lower 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 nine month period decreased primarily from
 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, Jersey Central Power & Light Company (JCP&L)
 issued $125 million, of monthly income preferred securities through special-
 purpose finance subsidiaries.  Dividends on these securities are payable
 monthly.

                                      -23-
<PAGE>





 LIQUIDITY AND CAPITAL RESOURCES

 CAPITAL NEEDS:

     The GPU System's capital needs for the nine months ended September 30,
 1995 consisted of cash construction expenditures of $340 million. 
 Construction expenditures for the year are forecasted to be $471 million. 
 Expenditures for securities maturing in 1995 will total $91 million. 
 Management estimates that approximately two-thirds of the capital needs in
 1995 will be satisfied through internally generated funds.

 FINANCING:

     GPU has regulatory authority to issue up to four million shares of
 additional common stock through 1996.  GPU expects to use the proceeds from
 any sale of additional common stock to reduce GPU short-term debt and make
 capital contributions to the GPU System companies, including EI.

     The Subsidiaries have regulatory authority to issue and sell first
 mortgage bonds (FMBs), which may be issued as secured medium-term notes, and
 preferred stock through June 1997 for JCP&L and Penelec, and December 1997 in
 the case of Met-Ed.  Under existing authorizations, JCP&L, Met-Ed and Penelec
 may issue such senior securities in the amount of $225 million, $190 million
 and $160 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 through June 1996.  The Subsidiaries also have regulatory
 authority to incur short-term debt, a portion of which may be through the
 issuance of commercial paper.

     In the third quarter of 1995, Met-Ed redeemed at maturity $12 million
 principal amount of FMBs.  Met-Ed also issued $28.5 million principal amount
 of 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 were used to redeem at maturity
 a like amount of the Authority's pollution control bonds issued in 1985.

     In October 1995, Penelec issued $70 million principal amount of FMBs, the
 proceeds of which will be used to redeem, prior to maturity, $30 million
 principal amount of FMBs and reduce outstanding short-term debt.

     On November 1, 1995, JCP&L redeemed at maturity $17.4 million principal
 amount of FMBs.

     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.


 COMPETITIVE ENVIRONMENT:

     In September 1995, the Federal Energy Regulatory Commission (FERC)
 accepted for filing, subject to possible refund, the Subsidiaries' proposed

                                      -24-
<PAGE>





 open access transmission tariffs.  The tariffs were submitted to the FERC in
 March 1995, prior to the FERC's issuance of the Notice of Proposed Rulemaking
 on open access non-discriminatory transmission services.  The FERC has ordered
 that hearings be held on a number of aspects of these tariffs, including
 whether they are consistent in certain respects with FERC policy on open
 access and comparability of service. The tariffs provide for both firm and
 interruptible service on a point-to-point basis.  Network service, where
 requested, will be negotiated on a case by case basis.

     In April 1994, the PaPUC initiated an investigation into the role of
 competition in Pennsylvania's electric utility industry and solicited comments
 on various issues.  Met-Ed and Penelec jointly filed responses in November
 1994 suggesting, among other things, that the PaPUC provide for the equitable
 recovery of stranded investments, enable utilities to offer flexible pricing
 to customers with competitive alternatives, and address regulatory
 requirements that impose costs unequally on Pennsylvania utilities as compared
 with unregulated or out-of-state suppliers.  In August 1995, the PaPUC
 released a Staff report in which the Staff decided not to recommend retail
 wheeling at this time.  Evidentiary hearings on this matter are scheduled to
 begin in December 1995.

     In August 1995, the New Jersey Board of Public Utilities (NJBPU)
 initiated Phase II of the Energy Master Plan on industry restructuring.  The
 NJBPU Phase II Report, which is expected to address such items as retail and
 wholesale competition and divestiture of utility assets, is scheduled for
 release in March 1996.


 NONREGULATED SUBSIDIARIES:

     EI is engaged in the development, ownership and operation of generation,
 transmission and distribution facilities in the United States and foreign
 countries.  As of September 30, 1995, GPU's investment in EI totaled
 $160 million.  Currently, GPU has outstanding guarantee obligations on EI
 commitments of $277 million.

     In July 1995, EI Power acquired from the Bolivian government, for
 approximately $47 million, a 50% ownership interest in Empresa Guaracachi
 S.A., a Bolivian electric generating company having an aggregate capacity of
 approximately 216 megawatts (MW) of gas-fired and oil-fired generation. 
 Because EI Power has a financial controlling interest in this investment,
 Empresa Guaracachi S.A. is accounted for as a consolidated entity in the
 consolidated financial statements.

     In October 1995, EI Power, along with its development partners, completed
 the financing for the acquisition of a 240 MW gas-fired generating plant in
 Barranquilla, Colombia and to begin construction of a new 750 MW gas-fired
 plant adjacent to the existing plant.  Electricity generated by these plants
 will be sold to The Corporacion Electrica de la Costa Atlantica under a 20
 year contract.  Total project costs, including the acquisition of the existing
 plant, are approximately $750 million, of which EI Power's equity contribution
 is expected to be approximately $65 million.  EI Power has agreed to make
 additional equity contributions to the project of up to $58 million under
 certain circumstances.



                                      -25-
<PAGE>





     In October 1995, Victoria Electric, Inc., a subsidiary of EI Energy,
 entered into a Consortium Agreement with The Australian Gas Light Company
 (AGL) to acquire Solaris Power Ltd., an electric distribution company in and
 around Melbourne, Australia for a total purchase price of approximately $712
 million, of which Victoria Electric's 50% share is $356 million.  Victoria
 Electric and AGL will each have an equity investment in Solaris Power of
 approximately $109 million, with the balance of the purchase price to be
 provided by borrowings from an Australian bank syndicate (led by the
 Commonwealth Bank of Australia).  Solaris Power, which provides electric
 service to more than 230,000 customers in and around northwestern Melbourne,
 was sold by the Government of Victoria through a competitive bid as part of
 the government's privatization of the electric industry.

     Niagara Mohawk Power Corporation (NIMO) has filed with the New York
 Public Service Commission a proposed restructuring plan that it claims may be
 needed to avoid seeking reorganization under Chapter XI of the Bankruptcy
 Code.  Energy Initiatives has ownership interests, with an aggregate book
 value of approximately $35 million, in three nonutility generating (NUG)
 projects which have long-term purchase power agreements with NIMO.  In the
 restructuring plan, NIMO has insisted on renegotiating all of its contracts
 with NUGs, and has claimed that it has the right to use eminent domain to
 condemn NUG facilities, if such negotiations are not successful.  There can be
 no assurance as to the outcome of this matter.

     NIMO has also initiated actions in federal and state court seeking to
 invalidate numerous NUG contracts or limit the amount of annual generation
 produced by the NUG (and is withholding allegedly "excess" payments made in
 respect of "over generation" under these contracts), including the contracts
 for two of Energy Initiatives' projects.  Energy Initiatives has filed motions
 to dismiss these complaints and is vigorously defending these actions.  There
 can be no assurance as to the outcome of these proceedings.


 THE GPU SUPPLY PLAN:

 Managing Nonutility Generation

     The Subsidiaries are seeking to reduce the above market costs of
 nonutility generation 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, where
 appropriate.  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

                                      -26-
<PAGE>





 NJBPU from reexamining its order approving the rates payable to Freehold
 Cogeneration Associates under a long-term power purchase agreement entered
 into pursuant to PURPA.  On October 5, 1995, the U. S. Supreme Court denied
 petitions for review, filed by JCP&L and the Ratepayer Advocate.  JCP&L has
 also 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
 that it requires JCP&L to purchase power at costs that were above  JCP&L's
 then avoided costs.  On October 11, 1995, the FERC  denied JCP&L's petition. 
 JCP&L intends to seek rehearing by the FERC, and may pursue the case in
 federal court.

     In May 1995, Met-Ed and Penelec filed a petition for enforcement and
 declaratory order with the FERC requesting that the FERC effectively
 invalidate four contracts with nonutility generators, aggregating 487 MW of
 capacity, on the grounds that the PaPUC's implementation of PURPA directing
 Met-Ed and Penelec to enter into these agreements was unlawful.  Specifically,
 Met-Ed and Penelec contended that the PaPUC's procedures imposing contract
 prices based on the costs of a "coal proxy" plant violated PURPA and the
 FERC's implementing regulations. In June 1995, the FERC denied the petition,
 and in September 1995, the FERC denied Met-Ed's and Penelec's petition for
 rehearing.  Met-Ed and Penelec have not determined whether they will seek
 judicial review of the FERC's order.  Subsequent to the FERC's decision, Met-
 Ed entered into cancellation agreements, as described below, with the
 developers of two of these projects aggregating 327 MW.

     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.  In October 1995, at the
 request of the nonutility generator, the NJBPU entered an order dismissing the
 petition.  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
 had 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 1995, the Appellate Division of the New Jersey Superior Court
 reversed NJBPU orders granting the developers of the Crown/Vista project in-
 service date extensions for their proposed 200 MW coal-fired facilities.  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 project for three years.  In August 1995, the
 developers entered into a buy-out agreement under which JCP&L has purchased
 and terminated the agreements for $17 million.  JCP&L intends to file with the
 NJBPU for recovery of the costs through the levelized energy adjustment
 clause.


                                      -27-
<PAGE>





     In April 1995, Met-Ed filed a petition with the PaPUC requesting that the
 PaPUC rescind its 1992 order directing Met-Ed to enter into a long-term power
 purchase agreement with the developers of the proposed 100 MW Scranton
 facility.  In August 1995, the developers agreed to cancel the project and
 terminate the power purchase agreement for up to a $30 million payment from
 Met-Ed (but not less than $20 million). In September 1995, Met-Ed filed with
 the PaPUC for recovery of the costs through energy cost rates (ECR).

     In 1992, as required by a PaPUC order, Met-Ed entered into a long-term
 power-purchase agreement with the developers of a proposed 227 MW York County
 coal-fired cogeneration plant. In September 1995, Met-Ed and the developer
 agreed to cancel the proposed project and attempt to restructure the power-
 purchase agreement to allow for the development of a natural gas-fired
 facility.  Under the agreement, Met-Ed will pay the developer up to $30
 million to terminate the coal-fired facility, and an additional $5 million if
 the agreement cannot be restructured.  When the amount to be paid is
 finalized, Met-Ed will file a petition with the PaPUC for ECR recovery.

     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 ALJ for a recommended decision.  In August 1995, however, the
 Pennsylvania Supreme Court granted Penelec's petition for review of the
 Commonwealth Court's decision.  The Commonwealth Court has remanded pricing
 issues to the PaPUC, which has now assigned the matter to an ALJ for hearings.

     In August 1995, the Subsidiaries entered into a three-year fuel
 management agreement with New Jersey Natural Energy Corporation, an affiliate
 of New Jersey Natural Gas Company, to manage the Subsidiaries' natural gas
 purchases and interstate pipeline capacity.  It is intended that the
 Subsidiaries' gas-fired facilities, as well as up to approximately 1,100 MW of
 nonutility generation capacity, will be pooled and managed under this
 agreement, allowing the Subsidiaries to reduce power purchase expenses.

     The Subsidiaries have contracts and anticipated commitments with
 nonutility generation suppliers under which a total of 1,624 MW of capacity
 are currently in service and an additional 438 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 5 -    OTHER EVENTS

             Management believes that the Oyster Creek nuclear station will
             require additional on-site storage capacity, beginning in 1996, in
             order to maintain its full core reserve margin, i.e. its ability,
             when necessary, to off-load the entire core to conduct certain
             maintenance or repairs in order to restore operation of the plant. 
             In 1994, the Lacey Township Zoning Board of Adjustment issued a
             use variance for the on-site storage facility, but Berkeley
             Township and another party appealed to the New Jersey Superior
             Court to overturn the decision.  The Superior Court then remanded
             the variance application to the Board of Adjustment for the
             limited purpose of permitting the plaintiffs to present expert
             testimony.  In August 1995, the Board of Adjustment ruled in favor
             of JCP&L and reaffirmed its 1994 decision granting JCP&L the use
             variance.  Construction of the facility is continuing, and is
             expected to be completed by early 1996.

 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 October 1995, dated October 4, 1995, under
                 Item 5 (Other Events)

                 For the month of October 1995, dated October 20, 1995, under
                 Item 5 (Other Events), as amended by Form 8-K/A No. 1, dated
                 October 27, 1995















                                      -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



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



 November  8, 1995               By:                                      
                                      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>                          9-MOS
          <FISCAL-YEAR-END>                DEC-31-1995
          <PERIOD-START>                   JAN-01-1995
          <PERIOD-END>                     SEP-30-1995
          <EXCHANGE-RATE>                            1
          <BOOK-VALUE>                        PER-BOOK
          <TOTAL-NET-UTILITY-PLANT>          6,336,709
          <OTHER-PROPERTY-AND-INVEST>          691,097
          <TOTAL-CURRENT-ASSETS>               838,322
          <TOTAL-DEFERRED-CHARGES>           1,823,928
          <OTHER-ASSETS>                             0
          <TOTAL-ASSETS>                     9,690,056
          <COMMON>                             314,458
          <CAPITAL-SURPLUS-PAID-IN>            686,350
          <RETAINED-EARNINGS>                2,047,570
          <TOTAL-COMMON-STOCKHOLDERS-EQ>     2,888,646  <F1>
                          464,000  <F2>
                                     98,116
          <LONG-TERM-DEBT-NET>               2,536,626
          <SHORT-TERM-NOTES>                   193,600
          <LONG-TERM-NOTES-PAYABLE>                  0
          <COMMERCIAL-PAPER-OBLIGATIONS>        31,180
          <LONG-TERM-DEBT-CURRENT-PORT>         92,462
                       10,000
          <CAPITAL-LEASE-OBLIGATIONS>           13,357
          <LEASES-CURRENT>                     163,172
          <OTHER-ITEMS-CAPITAL-AND-LIAB>     3,198,897
          <TOT-CAPITALIZATION-AND-LIAB>      9,690,056
          <GROSS-OPERATING-REVENUE>          2,873,702
          <INCOME-TAX-EXPENSE>                 149,860
          <OTHER-OPERATING-EXPENSES>         2,279,283
          <TOTAL-OPERATING-EXPENSES>         2,429,143
          <OPERATING-INCOME-LOSS>              444,559
          <OTHER-INCOME-NET>                   112,891
          <INCOME-BEFORE-INTEREST-EXPEN>       557,450
          <TOTAL-INTEREST-EXPENSE>             186,695  <F3>
          <NET-INCOME>                         370,755
                          0
          <EARNINGS-AVAILABLE-FOR-COMM>        370,755
          <COMMON-STOCK-DIVIDENDS>             160,693
          <TOTAL-INTEREST-ON-BONDS>            184,718
          <CASH-FLOW-OPERATIONS>               447,476
          <EPS-PRIMARY>                           3.20
          <EPS-DILUTED>                           3.20
          <FN>
          <F1> INCLUDES REACQUIRED COMMON STOCK OF $159,732.
          <F2> INCLUDES SUBSIDIARY-OBLIGATED MANDATORILY REDEEMABLE PREFERRED
          <F2> SECURITIES OF $330,000.
          <F3> INCLUDES DIVIDENDS ON SUBSIDIARY-OBLIGATED MANDATORILY REDEEMABLE
          <F3> PREFERRED SECURITIES OF $17,594 AND PREFERRED STOCK DIVIDENDS OF
          <F3> SUBSIDIARIES OF $12,737.
          </FN>
                  <PAGE>

</TABLE>


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