GENERAL PUBLIC UTILITIES CORP /PA/
11-K, 1996-06-27
ELECTRIC SERVICES
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                          SECURITIES AND EXCHANGE COMMISSION
                                Washington D.C. 20549



                                      Form 11-K
                                    ANNUAL REPORT



                           Pursuant to Section 15(d) of the
                           Securities Exchange Act of 1934



               (Mark One):
               ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
           X   EXCHANGE ACT OF 1934.
               For the fiscal year ended       December 31, 1995        

                                          OR

               TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
               SECURITIES
               EXCHANGE ACT OF 1934.
               For the transition period from               to             


               Commission file number       1-6047    




                         GENERAL PUBLIC UTILITIES CORPORATION
                           AND SUBSIDIARY SYSTEM COMPANIES
                  EMPLOYEE SAVINGS PLAN FOR NONBARGAINING EMPLOYEES

                               (Full Title of the Plan)



                         GENERAL PUBLIC UTILITIES CORPORATION
                                100 Interpace Parkway
                          Parsippany, New Jersey 07054-1149



                (Name of Issuer of the securities held pursuant to the
                 Plan and address of its principal executive office)<PAGE>










                         GENERAL PUBLIC UTILITIES CORPORATION
                           AND SUBSIDIARY SYSTEM COMPANIES
                  EMPLOYEE SAVINGS PLAN FOR NONBARGAINING EMPLOYEES





          Signature                                           Page 2



          Consent of Independent Accountant                   Exhibit 24A



          Consent of Predecessor Independent Accountants      Exhibit 24B



          Report on Audits of Financial Statements            Exhibit 28A
             for the Years Ended December 31, 1995
             and 1994


          Report of Independent Accountants dated             Exhibit 28B
             May 8, 1995 for the Years Ended
             December 31, 1994 and 1993























                                          1<PAGE>











                                      SIGNATURES



             Pursuant to the requirements of the Securities Exchange Act of
          1934, the trustees (or other persons who administer the plan)
          have duly caused this annual report to be signed by the
          undersigned thereunto duly authorized.







                                      General Public Utilities Corporation
                                      and Subsidiary System Companies
                                      Employee Savings Plan for
                                      Nonbargaining Employees





          Date:  June 27, 1996        By:  /s/ F. A. Donofrio            
                                           F. A. Donofrio
                                           Chairman
                                           Administrative Committee 






















                                          2<PAGE>











                                    EXHIBIT INDEX



                         GENERAL PUBLIC UTILITIES CORPORATION
                           AND SUBSIDIARY SYSTEM COMPANIES
                  EMPLOYEE SAVINGS PLAN FOR NONBARGAINING EMPLOYEES







          Consent of Independent Accountant                    Exhibit 24A


          Consent of Predecessor Independent Accountants       Exhibit 24B


          Report on Audits of Financial Statements             Exhibit 28A
             for the Years Ended December 31, 1995
             and 1994


          Report of Independent Accountants dated              Exhibit 28B
             May 8, 1995 for the Years Ended
             December 31, 1994 and 1993<PAGE>







                                                       Exhibit 24A






                          CONSENT OF INDEPENDENT ACCOUNTANT


             I consent to the incorporation by references in the
          registration statement of General Public Utilities Corporation on
          Forms S-8 (File Nos. 33-32325 and 33-51035) of my report dated
          May 3, 1996, on my audit of the financial statements of the
          General Public Utilities Corporation and Subsidiary System
          Companies Employee Savings Plan for Nonbargaining Employees as of
          December 31, 1995 and for the year then ended, which report is
          included in this Annual Report on Form 11-K.





                                        JOHN MILLIGAN, CPA

























          105-107 N. 22nd Street, 2nd Floor
          Philadelphia, Pennsylvania
          June 27, 1996<PAGE>








                                                       Exhibit 24B






                          CONSENT OF INDEPENDENT ACCOUNTANTS


             We consent to the incorporation by reference in the
          registration statement of General Public Utilities Corporation on
          Forms S-8 (File Nos. 33-32325 and 33-51035) of our report dated
          May 8, 1995, on our audits of the financial statements of the
          General Public Utilities Corporation and Subsidiary System
          Companies Employee Savings Plan for Nonbargaining Employees as of
          December 31, 1994 and 1993 and for the years then ended, which
          report is included in this Annual Report on Form 11-K.





                                        COOPERS & LYBRAND L.L.P.

























          1301 Avenue of the Americas
          New York, New York
          June 27, 1996<PAGE>







                                                  Exhibit 28A



                         GENERAL PUBLIC UTILITIES CORPORATION
                           AND SUBSIDIARY SYSTEM COMPANIES
                              EMPLOYEE SAVINGS PLAN FOR
                               NONBARGAINING EMPLOYEES

                       REPORT ON AUDITS OF FINANCIAL STATEMENTS
                                 for the years ended
                              December 31, 1995 and 1994<PAGE>





                         GENERAL PUBLIC UTILITIES CORPORATION
                           AND SUBSIDIARY SYSTEM COMPANIES
                  EMPLOYEE SAVINGS PLAN FOR NONBARGAINING EMPLOYEES

                            INDEX OF FINANCIAL STATEMENTS
                                   ________________


                                                                       Page

          Report of Independent Accountant                                2

          Financial Statements:
            Statements of Net Assets Available for Plan
             Benefits as of December 31, 1995 and 1994                    3

            Statements of Changes in Net Assets Available for Plan
             Benefits for the years ended December 31, 1995 and 1994      4

            Notes to Financial Statements                              5-14<PAGE>







                           REPORT OF INDEPENDENT ACCOUNTANT



          To the Administrative Committee of the
          General Public Utilities Corporation and
          Subsidiary System Companies Employee 
          Savings Plan for Nonbargaining Employees:

          I have audited the accompanying statements of net assets
          available for plan benefits of the General Public Utilities
          Corporation and Subsidiary System Companies Employee Savings Plan
          for Nonbargaining Employees (the "Plan") as of December 31, 1995,
          and the related statements of changes in net assets available for
          plan benefits for the year then ended.  These financial
          statements are the responsibility of the management of the Plan. 
          My responsibility is to express an opinion on these financial
          statements based on my audit.  The financial statements of
          General Public Utilities Corporation and Subsidiary System
          Companies Employee Savings Plan for Nonbargaining Employees as of
          December 31, 1994, were audited by other auditors whose report
          dated May 8, 1995, expressed an unqualified opinion on those
          statements.

          I conducted my audit in accordance with generally accepted
          auditing standards.  Those standards require that I plan and
          perform the audit to obtain reasonable assurance about whether
          the financial statements are free of material misstatement.  An
          audit includes examining, on a test basis, evidence supporting
          the amounts and disclosures in the financial statements.  An
          audit also includes assessing the accounting principles used and
          significant estimates made by management, as well as evaluating
          the overall financial statement presentation.  I believe that my
          audit provide a reasonable basis for my opinion.

          In my opinion, the 1995 financial statements referred to above
          present fairly, in all material respects, the net assets
          available for plan benefits of the Plan as of December 31, 1995,
          and the changes in net assets available for plan benefits for the
          year then ended in conformity with generally accepted accounting
          principles.




          John Milligan


          105-107 N. 22nd Street
          Philadelphia, Pennsylvania 
          May 3, 1996<PAGE>





                       GENERAL PUBLIC UTILITIES CORPORATION AND
                         SUBSIDIARY SYSTEM COMPANIES EMPLOYEE
                       SAVINGS PLAN FOR NONBARGAINING EMPLOYEES

                               STATEMENTS OF NET ASSETS
                             AVAILABLE FOR PLAN BENEFITS

                              December 31, 1995 and 1994
                                      __________



                                                1995            1994    

          Investments in GPU System Companies
           Master Savings Plan Trust,
            at fair value                    $383,389,677   $314,786,462

          Participant loans receivable          9,757,761      9,306,222

          Net assets available for plan 
           benefits                          $393,147,438   $324,092,684
































                        The accompanying notes are an integral
                          part of the financial statements.
                                          3<PAGE>





                       GENERAL PUBLIC UTILITIES CORPORATION AND
                         SUBSIDIARY SYSTEM COMPANIES EMPLOYEE
                       SAVINGS PLAN FOR NONBARGAINING EMPLOYEES

                         STATEMENTS OF CHANGES IN NET ASSETS
                             AVAILABLE FOR PLAN BENEFITS

                   for the years ended December 31, 1995 and 1994 
                                    _____________


                                              1995              1994    

          Balances, beginning of year     $324,092,684      $300,460,068

          Increases:
            Contributions:
               Employee                     20,077,203        22,678,156
               Employer                     10,269,203        10,572,689

            Transfers from affiliated 
             pension plans                     200,213         2,054,786

            Transfers from affiliated 
             savings plans                      86,328           279,283

            Interest on loans                  670,613           681,845

            Net investment gain in 
             GPU System Companies 
             Master Savings Plan Trust      55,251,296         7,170,183

            
                                            86,554,856        43,436,942


          Decreases:
            Distributions and withdrawals   17,500,102        19,804,326

          Balances, end of year           $393,147,438      $324,092,684














                        The accompanying notes are an integral
                          part of the financial statements.
                                          4<PAGE>





                       GENERAL PUBLIC UTILITIES CORPORATION AND
                         SUBSIDIARY SYSTEM COMPANIES EMPLOYEE
                       SAVINGS PLAN FOR NONBARGAINING EMPLOYEES

                            NOTES TO FINANCIAL STATEMENTS


          1.   General Description of the Plan:

               The following description of the General Public Utilities
               Corporation and Subsidiary System Companies Employee Savings
               Plan for Nonbargaining Employees ("Plan") provides only
               general information on the provisions of the Plan in effect
               on December 31, 1995.  Participants should refer to the
               Benefits Handbook and the Plan document and prospectus for a
               more complete description of the Plan's provisions.

                    General:

               The Plan is a defined contribution plan.  In general, all
               nonbargaining employees of General Public Utilities
               Corporation and Subsidiary System Companies ("Companies")
               are eligible to participate after completing six months of
               service on a full-time basis.

               The Plan is intended to qualify as a cash or deferred profit
               sharing plan under Sections 401(a) and 401(k) of the
               Internal Revenue Code.  It is subject to the provisions of
               the Employee Retirement Income Security Act of 1974 (ERISA). 
               The Companies generally absorb all administrative costs of
               the Plan, except for certain trust administration costs
               which are paid out of plan assets held in the trust.  A
               participant is eligible to transfer his account to an
               affiliated savings plan upon a change in his employment
               status.

               The Plan contains additional employer contributions and
               employee savings features.  Participants have the option to
               transfer their 2% accounts in the Pension Plans to the
               Savings Plan.  Participants may also "rollover"
               distributions received from other qualified plans to the
               Savings Plan.

                    Contributions:

               The Plan provides two contribution options to a participant. 
               Subject to certain limitations set forth in the Plan, the
               participant may elect (1) to have their base compensation
               reduced by an amount equal to any whole percentage (before-
               tax 401(k) contributions) which is contributed on behalf of
               the employee by the Company; and/or (2) to contribute by
               payroll deduction any whole percentage of base compensation
               (after-tax).


                                      Continued
                                          5<PAGE>





                       NOTES TO FINANCIAL STATEMENTS, Continued


          1.   General Description of the Plan, continued:

                    Matching Program:

               The Companies provide a matching contribution to  the Plan,
               on behalf of each participant, in an amount up to 100% of a
               participant's aggregate contributions up to 4% of the
               participant's base salary.

                    Investment Funds:

               Participants may elect to have their Plan accounts invested
               in one or more of the following eleven investment options:

               -    Units of interest in an "Interest Income Fund",
                    formerly the "Fixed Fund" managed by Fidelity
                    Management Trust Company, the assets of which are
                    invested primarily in contracts issued by insurance
                    companies, banks or other financial institutions, and
                    which has the objective of obtaining a relatively
                    stable level of current income consistent with the
                    preservation of capital and a high degree of liquidity.

               -    Shares of the Fidelity Intermediate Bond Fund, an
                    opened end mutual fund, to which Fidelity Management
                    Trust Company serves as investment advisor, and which
                    has the primary objective of obtaining the highest
                    level of income consistent with the preservation of
                    capital over the long term.

               -    Shares of the Fidelity Puritan Fund, an opened end
                    mutual fund, to which Fidelity Management Trust Company
                    serves as investment advisor, and which has the primary
                    objective of obtaining a balance between capital
                    appreciation, preservation of capital and generation of
                    income.

               -    Shares of the Fidelity Retirement Growth Fund, an
                    opened end mutual fund to which Fidelity Management
                    Trust Company serves as investment advisor, and which
                    has the primary objective of providing the opportunity
                    for significant capital appreciation.

               -    Shares of General Public Utilities Corporation ("GPU")
                    stock fund.  







                                      Continued
                                          6<PAGE>





                       NOTES TO FINANCIAL STATEMENTS, Continued


          1.   General Description of the Plan, continued:

                    Investment Funds, Continued:

               -    Shares of the Fidelity U.S. Equity Index Commingled
                    pool Fund ("Fidelity S&P 500 Index Fund"), a commingled
                    pool, to which Fidelity Management Trust Company serves
                    as investment advisor, and which has the primary
                    objective of providing investment results that
                    correspond to the total return of the Standard & Poor's
                    Index, a U.S. equity index made up of 500 equity
                    securities (stocks).

               -    Shares of the Fidelity OTC Portfolio Fund, an opened
                    end mutual fund, to which Fidelity Management Trust
                    Company serves as investment advisor, and which has the
                    primary objective of seeking long-term capital
                    appreciation by investing in securities that are traded
                    in the over-the-counter (OTC) securities market.  This
                    investment option was made available beginning January
                    1, 1995.

               -    Shares of the Fidelity Overseas Fund, an opened end
                    mutual fund, to which Fidelity Management Trust Company
                    serves as investment advisor, and which has the primary
                    objective of seeking long-term capital appreciation,
                    primarily through investments in foreign securities.
                    This investment option was made available beginning
                    January 1,  1995.

               -    Shares of the Fidelity Asset Manager: Income Fund, an
                    opened end mutual fund,  to which Fidelity Management
                    Trust Company serves as investment advisor, and which
                    has the primary objective of investing in domestic and
                    foreign bonds (including emerging markets) and short
                    term instruments for income,  but allows some
                    investment in stocks for their growth potential.  This
                    investment option was made available beginning January
                    1, 1995.

               -    Shares of the Fidelity Asset Manager Fund, an opened
                    end mutual fund, to which Fidelity Management Trust
                    Company serves as investment advisor, and which has the
                    primary objective of seeking a high total return with
                    reduced risk over the long term.  Asset Manager invests
                    in all three investment classes;  stocks, bonds and
                    short term instruments both domestic and foreign.  This
                    investment option was made available beginning January
                    1, 1995.



                                      Continued
                                          7<PAGE>





                       NOTES TO FINANCIAL STATEMENTS, Continued


          1.   General Description of the Plan, continued:

                    Investment Funds, Continued:

               -    Shares of the Fidelity Asset Manager: Growth Fund, an
                    opened end mutual fund,  to which Fidelity Management
                    Trust Company serves as investment advisor,  and which
                    has the primary objective of investing in domestic and
                    foreign stocks (including emerging markets), and bonds
                    for growth and income, but allows some investment in
                    short-term instruments.  This investment option was
                    made available January 1, 1995. 

                         Employee Participation in the Plan:

               The number of participating employees with account balances
               invested in each investment option at December 31, 1995 and
               1994 was as follows:

                                                  1995      1994
               Interest Income Fund               3,332     3,428
               Fidelity Intermediate Bond Fund    1,421     1,503
               Fidelity Puritan Fund              3,652     3,755
               Fidelity Retirement Growth Fund    3,374     3,392
               GPU Stock Fund                     1,115     1,160
               Fidelity U.S.Equity Index Fund       420       143
               Fidelity OTC Portfolio Fund          500       N/A
               Fidelity Overseas Fund               282       N/A
               Fidelity Asset Manager Income Fund    42       N/A
               Fidelity Asset Manager Fund           87       N/A
               Fidelity Asset Manager Growth Fund   140       N/A

               The total number of participants in the Plan at December 31,
               1995 and 1994 was 5,778 and 5,795, respectively, which was
               less than the sum of the number of participants shown in the
               schedule above because many participants were participating
               in more than one option.

                    Participant Accounts:

               Each participant's account is credited with the
               participant's own contributions and with the matching
               contributions made by the Company with respect to the
               participant's contributions.  Each account maintained for a
               participant also reflects the number of shares of each
               mutual fund, the number of shares of GPU stock, and the
               number of units of interest in the Interest Income Fund, in
               which the balance of that account is invested.  All income,
               gain or loss attributable to the investment of the balance
               of any account maintained for a participant is credited or
               charged to that account.

                                      Continued
                                          8<PAGE>





                       NOTES TO FINANCIAL STATEMENTS, Continued


          1.   General Description of the Plan, continued:

                    Vesting:

               Participants are 100% vested at all times in their Plan
               accounts.

                    Distributions and Withdrawals:

               A participant's Plan account balances become distributable
               upon termination of the participant's employment for any
               reason.  Distributions of account balances in excess of
               $3,500 may be deferred, at the participant's election, up to
               age 70 1/2.  If distribution of a participant's account has
               not otherwise begun, it must begin by April 1st following
               the year in which the participant attained age 70 1/2. 
               Distributions generally are in the form of a single lump sum
               payment.  The Plan permits withdrawals of account balances
               in the event of financial hardship or disability as defined
               in the Plan.  A complete description of the Plan's terms and
               conditions for employee distributions and withdrawals can be
               found in the Plan document.

                    Loans to Participants:

               The Plan provides that loans may be made to a participant
               from the participant's account balance subject to certain
               conditions.  The minimum amount of each loan is $1,000 with
               the maximum being $50,000, or certain lesser amounts as
               described in the Plan.  Interest on the loan is credited to
               the participant's account.  The rate is determined
               periodically by the Administrative Committee, based on
               current commercial rates.  The interest rates for loans in
               excess of five years were 7.50% and 8.46%, and the interest
               rates for loans five years or less were 8.125 and 6.75% at
               December 31, 1995 and 1994, respectively.

                    Plan Termination:

               The GPU System Companies reserve the right at any time to
               modify, suspend, amend or terminate the Plan.  However, the
               GPU System Companies cannot do so in such manner as will
               cause or permit any part of the Plan's assets to be used for
               or diverted to purposes other than for the exclusive benefit
               of participants or their beneficiaries.







                                      Continued
                                          9<PAGE>





                       NOTES TO FINANCIAL STATEMENTS, Continued


          2.   Summary of Significant Accounting Policies:

                    Valuation of Investments:

               The amounts shown herein as the investment in the GPU System
               Companies Master Savings Plan Trust reflect the fair value
               of the assets held in such Trusts and the Plan's relative
               interest in the Trusts.  The Plan's participation is
               measured at its value at the beginning of the valuation
               period plus net external cash flow (contributions,
               distributions, etc.) experienced by the Plan during the
               valuation period.  Investment income, net realized gain
               (loss) on investments and net unrealized appreciation
               (depreciation) of investments are allocated to each
               participating plan based upon its accumulated monthly
               balance for each investment option (see Note 3).

               The net investment gain from the GPU System Companies Master
               Savings Plan Trust for the years ended December 31, 1995 and
               1994 is presented in the Statement of Changes in Net Assets
               Available for Plan Benefits.  The net investment gain
               consists of interest and dividend income and the net
               appreciation (depreciation) in the fair value of
               investments, which consists of realized gains or losses and
               the unrealized appreciation (depreciation) on those
               investments in the GPU System Companies Master Savings Plan
               Trust.

          3.   Investments:

               The investments reflected in the December 31, 1995 and 1994
               Statements of Net Assets Available for Plan Benefits
               represent the Plan's 69.52% and 70.72% share, respectively,
               of total investments held in the GPU System Companies Master
               Savings Plan Trust at December 31, 1995 and 1994.

               At December 31, 1995 and 1994, the total investments held in
               the GPU System Companies Master Savings Plan Trust are
               summarized as follows:

                                                1995          1994
                                             Fair Value    Fair Value
               Fidelity Retirement Growth
                Fund                       $162,014,335*  $126,689,195*
               Fidelity Puritan Fund        152,173,577*   122,616,904*
               Fidelity Intermediate Bond
                Fund                         25,474,677     22,605,269*
               Interest Income Fund:
                     Life of Virginia         5,148,872        ---    



                                      Continued
                                          10<PAGE>





                       NOTES TO FINANCIAL STATEMENTS, Continued


          3.   Investments, Continued:

                    Canada Life                  6,257,685     6,257,678
                    Peoples Security Life       20,081,010    15,482,102
                    CIGNA                          ---        16,684,272 
                    AIG Life ABS                 6,613,647       ---
                    CNA Life Insurance Co.         ---        10,647,033
                    Connecticut General         18,019,324       ---
                    Confederation Life Insurance
                     Co.                         5,042,408     5,042,408
                    Fidelity STIF                4,726,782    15,584,577
                    Hartford Life Insurance Co.    ---         9,874,067
                    Continental Assurance        5,776,161       ---
                    John Hancock Mutual Life
                     Insurance Co.               8,253,516     7,616,066
                    Metropolitan Life Insurance
                     Co.                         7,645,174      7,038,453
                    Bankers Trust                9,450,617      9,331,097
                    Prudential Insurance Co.     9,264,691     11,326,444
                    State Mutual                13,799,689     16,835,406
                    Sun Life of Canada          28,830,422*    27,079,914
                    Protective Life              6,598,439        ---
                    Sunamerica Life Insurance    8,428,344        ---
                    United of Omaha              6,092,466        ---
               GPU Stock Fund                   17,210,880     12,193,358
               U S Equity Index Fund             6,110,598      2,203,809
               Fidelity OTC Port. Fund          10,444,313          N/A**
               Fidelity Overseas Fund            3,802,894          N/A**
               Fidelity Asset Mgr.-Income Fund     393,831          N/A**
               Fidelity Asset Mgr. Fund          1,760,779          N/A**
               Fidelity Asset Mgr.-Growth Fund   2,026,570          N/A**

                    Total investments at fair
                     value                    $551,441,701   $445,108,052

               Total investments at cost      $527,508,365   $461,100,465



          *    These investments represent 5% or more of the net assets
               available for benefits.

          **   These investment options were not available to employees at
               December 31, 1994.







                                      Continued
                                          11<PAGE>
 <TABLE>

                                                          NOTES TO FINANCIAL STATEMENTS, Continued
 
 3.  Investments, Continued:

 Based on participant investment options at December 31, 1995 and 1994, the Plan's investments were broken down as follows:
 <CAPTION>                                                                         
                                                                1995            1994
 <S>                                                            <C>             <C>
 Fidelity Retirement Growth Fund                                28.0%           27.0%
 Fidelity Puritan Fund                                          29.0%           29.0%
 Fidelity Intermediate Bond Fund                                 5.0%            5.0%
 Interest Income Fund                                           30.0%           35.0%
 GPU Stock                                                       3.0%            3.0%
 OTC Portfolio Fund                                              2.0%             -
 Overseas Fund                                                   1.0%             -
 Asset Manager - Income Fund                                      -               -
 Asset Manager Fund                                              0.5%             -
 Asset Manager Growth Fund                                       0.5%             -
 Fidelity S & P 500 Index Fund                                   1.0%            1.0%

 For the years ended December 31, 1995 and 1994, the charges in the accounts of the GPU System Companies Master Savings
 Plan Trust, respectively, are summarized as follows:
 <CAPTION>
                                         Fidelity                      Fidelity                                                
                                        Retirement     Fidelity      Intermediate    Interest                         OTC     
                                       Growth Fund   Puritan Fund      Bond Fund    Income Fund     GPU Stock      Port Fund
 <S>                                  <C>            <C>             <C>           <C>             <C>            <C>
 Investments, December 31, 1993       $117,026,998   $110,652,603    $24,188,605   $142,680,117    $12,578,457    $    -     

 Increases:
    Employee contributions              13,678,517     12,805,338      2,910,100     15,166,264      1,682,999                
    Employer contributions               3,746,682      3,738,866        854,255      3,826,377        479,796                
    Transfers from affiliated
       pension plans                       448,914        563,534         85,066      2,294,045         39,667                
    Transfers between investment
       funds                            (1,874,288)     1,003,973     (3,119,551)     4,845,237       (770,118)               
    Interest on loans                      297,179        259,513         52,508        279,148         36,878                
    Net investment gain (loss)             (34,331)     1,816,741       (486,245)    10,146,713     (1,170,293)              
                                        16,262,673     20,187,965        296,133     36,557,784        298,929         -     

 Decreases:
    Distributions and withdrawals        6,600,476      8,223,664      1,879,469     20,438,384        684,028               

 Investments, December 31, 1994       $126,689,195   $122,616,904    $22,605,269   $158,799,517    $12,193,358    $    -     
<PAGE>


 Increases:
    Employee contributions              12,891,222     11,649,890      2,146,543     11,867,160      1,500,215        665,867
    Employer contributions               3,999,243      3,834,776        772,468      3,727,653        474,375        186,905
    Transfers from affiliated
       pension plans                        38,920         56,423          -            245,429          -              -    
    Transfers between investment
       funds                            (6,292,886)    (5,489,047)    (1,197,989)    (3,321,386)      (726,638)     8,803,880
    Interest on loans                      293,348        246,449         45,002        280,597         34,183         16,534
    Net investment gain                 30,668,548     26,396,455      2,856,433     11,090,054      4,636,792      1,025,339
                                        41,598,395     36,694,946      4,622,457     23,889,507      5,918,927     10,698,525

 Decreases:
    Distributions and withdrawals        6,273,255      7,138,273      1,753,049     12,659,777        901,405        254,212

 Investments, December 31, 1995       $162,014,335   $152,173,577    $25,474,677   $170,029,247    $17,210,880    $10,444,313
                                                                         Continued
                                                                            12a
<PAGE>





                                                          NOTES TO FINANCIAL STATEMENTS, Continued


 <CAPTION>       
                                                                                                     Fidelity
                                      Overseas      Asset Manager   Asset Manager   Asset Manager    US Equity
                                        Fund            Fund         Growth Fund     Income Fund   (Index Fund)     Total    
 <S>                                 <C>             <C>             <C>             <C>           <C>           <C>
 Investments, December 31, 1993      $    -          $    -          $    -          $   -         $1,883,574    $409,010,354

 Increases:
    Employee contributions                                                                            394,770      46,637,988
    Employer contributions                                                                            120,481      12,766,457
    Transfers from affiliated
       pension plans                                                                                   25,283       3,456,509
    Transfers between investment
       funds                                                                                          (85,253)              0
    Interest on loans                                                                                   7,201         932,427
    Net investment gain (loss)                                                                         25,391      10,297,976
                                          -               -               -              -            487,873      74,091,357

 Decreases:
    Distributions and withdrawals                                                                     167,638      37,993,659

 Investments, December 31, 1994      $    -          $    -          $    -          $   -         $2,203,809    $445,108,052

 Increases:
    Employee contributions              444,966         169,591         399,346        43,943         540,115      42,318,858
    Employer contributions              122,572          53,038          95,269        13,539         180,828      13,460,666
    Transfers from affiliated
       pension plans                       -              -               -              -               -            340,772
    Transfers between investment
       funds                          3,074,872       1,304,236       1,202,750       324,657       2,317,551               0
    Interest on loans                    13,654           4,384           6,990           578           8,507         950,226
    Net investment gain                 263,077         238,641         372,346        34,491       1,134,367      78,716,543
                                      3,919,141       1,769,890       2,076,701       417,208       4,181,368     135,787,065

 Decreases:
    Distributions and withdrawals       116,247           9,111          50,131        23,377         274,579      29,453,416

 Investments, December 31, 1995      $3,802,894      $1,760,779      $2,026,570      $393,831      $6,110,598    $551,441,701

                                                                         Continued
                                                                            12b
<PAGE>





                                                          NOTES TO FINANCIAL STATEMENTS, Continued

 

 3.  Investments, Continued:

 The net investment gain in the GPU System Companies Master Savings Plan
 Trust for the year ended December 31, 1995 were as follows:

<CAPTION>                                Fidelity                      Fidelity                                                
                                        Retirement     Fidelity      Intermediate    Interest                         OTC     
                                       Growth Fund   Puritan Fund      Bond Fund    Income Fund     GPU Stock      Port Fund
 <S>                                  <C>            <C>             <C>           <C>             <C>            <C>
 Dividends                            $ 15,534,234   $  7,921,988    $ 1,507,779   $      -        $   677,248    $   559,811
 Interest Income                             -              -              -         11,090,054          -             -      
 Net appreciation (depreciation)
   in fair value of investments         15,134,314     18,474,467      1,348,654          -          3,959,544        465,528 

   Net investment gains               $ 30,668,548   $ 26,396,455    $ 2,856,433   $ 11,090,054    $ 4,636,792    $ 1,025,339


<CAPTION>
                                                                                                     Fidelity
                                      Overseas      Asset Manager   Asset Manager   Asset Manager     S&P 500 
                                        Fund         Income Fund        Fund         Growth Fund    Index Fund      Total    
 <S>                                 <C>             <C>             <C>             <C>            <C>          <C>
 Dividends                           $   80,486      $   12,970      $   45,181      $   30,229     $    -       $ 26,369,926
 Interest income                          -               -               -               -              -         11,090,054  
 Net appreciation (depreciation)
   in fair value of investments         182,591          21,521         193,460         342,117      1,134,367     41,256,563

   Net investments gains             $  263,077      $   34,491      $  238,641      $  372,346     $1,134,367   $ 78,716,543

                                                                        Continued
                                                                            13a
<PAGE>





                                                          NOTES TO FINANCIAL STATEMENTS, Continued


                                                                                           
 The net investment gain in the GPU System Companies Master Savings Plan
 Trust for the year ended December 31, 1994 was as follows:
<CAPTION>
                                         Fidelity                      Fidelity                                                
                                        Retirement     Fidelity      Intermediate    Interest                         OTC     
                                       Growth Fund   Puritan Fund      Bond Fund    Income Fund     GPU Stock      Port Fund
 <S>                                  <C>            <C>             <C>           <C>             <C>            <C>
 Dividends                            $ 13,199,657   $  9,631,020    $ 1,668,577   $      -        $   742,992    $    -    
 Interest income                             -              -              -         10,146,713          -             -      
 Net appreciation (depreciation)
   in fair value of investments        (13,233,988)    (7,814,279)    (2,154,822)         -         (1,913,285)        -      

   Net investment gains               $    (34,331)  $  1,816,741    $  (486,245)  $ 10,146,713    $(1,170,293)   $    -     


<CAPTION>
                                                                                                     Fidelity
                                      Overseas      Asset Manager   Asset Manager   Asset Manager     S&P 500 
                                        Fund         Income Fund        Fund         Growth Fund    Index Fund      Total    
 <S>                                 <C>             <C>             <C>             <C>            <C>          <C>
 Dividends                           $    -          $    -          $    -          $    -         $    -       $ 25,242,246
 Interest income                          -               -               -               -              -         10,146,713  
 Net appreciation (depreciation)
   in fair value of investments           -               -               -               -             25,391    (25,090,983)

   Net investments gains             $    -          $    -          $    -          $    -         $   25,391   $ 10,297,976



 Investment in the GPU Systems Companies Master Savings Plan Trust are carried at fair market
 value.  Fair market value of assets held by the Trusts are determined as follows:

   Stocks and bonds are valued at the closing market prices on the last
   business day of the year.  Short-term investment group trust funds
   (investment through the custodian bank) and insurance contracts are
   valued at cost plus accrued interest which approximates market.

                                                                         Continued
                                                                            13b
</TABLE>
<PAGE>





                       NOTES TO FINANCIAL STATEMENTS, Continued


          3.   Investments, Continued:

               The GPU System Companies Master Savings Plan Trust consists
               of separate investment funds, as defined by the Plan, with
               different investment objectives.  The Plan's investment in
               the investment funds under the GPU System Companies Master
               Savings Trust are subject to credit risk.  The degree and
               concentration of credit risk varies by fund depending upon
               the type and diversity of investments.

          4.   Plan Amendments:

               On January 1, 1995, the savings plan was amended to reflect
               an increase in the number of investment options from six
               funds to eleven funds.  These most recent Fidelity
               investment fund additions include the Overseas, OTC, Asset
               Manager, Asset Manager Income, and Asset Manager Growth. 
               The savings plan was also amended effective January 1, 1995
               to reflect the definition of Benefit Compensation, which
               includes incentive compensation such as amounts paid under
               bonus programs.  Finally, effective January 1, 1995, the
               plan was amended to incorporate the restrictions on trading
               GPU stock by officers under the Company's policy and
               existing restrictions under SEC rules.

               The savings plan documents were submitted to the Internal
               Revenue Service (IRS) for an advance determination of the
               qualified status of the plans.  The IRS agents reviewing the
               plan requested certain amendments as a condition to their
               issuing favorable determination letters.  The amendments are
               purely technical in nature and do not affect any of the
               substantive provisions of the plan.





















                                          14<PAGE>









                                                            Exhibit 28B



                          REPORT OF INDEPENDENT ACCOUNTANTS




          To the Administrative Committee of the
            General Public Utilities Corporation and
             Subsidiary System Companies Employee 
            Savings Plan for Nonbargaining Employees:

          We have audited the accompanying statements of net assets
          available for plan benefits of the General Public Utilities
          Corporation and Subsidiary System Companies Employee Savings Plan
          for Nonbargaining Employees (the "Plan") as of December 31, 1994
          and 1993, and the related statements of changes in net assets
          available for plan benefits for the years then ended.  These
          financial statements are the responsibility of the management of
          the Plan.  Our responsibility is to express an opinion on these
          financial statements based on our audits.

          We conducted our audits in accordance with generally accepted
          auditing standards.  Those standards require that we plan and
          perform the audit to obtain reasonable assurance about whether
          the financial statements are free of material misstatement.  An
          audit includes examining, on a test basis, evidence supporting
          the amounts and disclosures in the financial statements.  An
          audit also includes assessing the accounting principles used and
          significant estimates made by management, as well as evaluating
          the overall financial statement presentation.  We believe that
          our audits provide a reasonable basis for our opinion.

          In our opinion, the financial statements referred to above
          present fairly, in all material respects, the net assets
          available for plan benefits of the Plan as of December 31, 1994
          and 1993, and the changes in net assets available for plan
          benefits for the years then ended in conformity with generally
          accepted accounting principles.




          COOPERS & LYBRAND L.L.P.


          1301 Avenue of the Americas
          New York, New York
          May 8, 1995<PAGE>


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