Amendment No. 3 to
SEC File No. 70-8843
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U-1
DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ("Act")
GPU, INC. ("GPU")
100 Interpace Parkway
Parsippany, New Jersey 07054
(Name of company filing this statement and address
of principal executive offices)
T. G. Howson, Douglas E. Davidson, Esq.
Vice President and Treasurer Berlack, Israels & Liberman LLP
M. A. Nalewako, Secretary 120 West 45th Street
GPU Service, Inc. New York, New York 10036
100 Interpace Parkway
Parsippany, New Jersey 07054
(Names and addresses of agents for service)<PAGE>
GPU hereby amends its Declaration on Form U-1, as
amended, docketed in SEC File No. 70-8843, as follows:
1. By amending Subparagraph (i) of Paragraph E of Item 1
to read in its entirety as follows:
The average consolidated retained earnings for GPU
and its subsidiaries, as reported for the four most recent
quarterly periods in GPU's Annual Report on Form 10-K for the
year ended December 31, 1995 and Quarterly Reports on Form 10-Q
for the quarters ended September 30, 1995, March 31, 1996 and
June 30, 1996, as filed under the Securities Exchange Act of
1934, was approximately $2.05 billion. As of June 30, 1996, GPU
had invested, or committed to invest, directly or indirectly, an
aggregate of approximately $241 million in EWGs and $673 million
in FUCOs, which as of that date would permit GPU to make
additional such investments of approximately $113 million and
remain within the 50% ("safe harbor") limitation of Rule 53.
GPU's aggregate investment in EWGs and FUCOs, including amounts
invested pursuant to all outstanding or pending authorizations to
make investments in EWGs or FUCOs will not at any time exceed the
safe harbor limitation imposed by Rule 53 without prior
Commission authorization.
2. By amending Subparagraph (v)(B) of Paragraph E of Item
1 to read in its entirety as follows:
GPU's average consolidated retained earnings for
the four most recent quarterly periods (approximately $2.05
billion) represented an increase of approximately $60 million (or
approximately 3%) in the average consolidated retained earnings
for the previous four quarterly periods (approximately $1.99
billion).<PAGE>
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935, THE UNDERSIGNED COMPANY HAS DULY
CAUSED THIS STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.
GPU, INC.
By:_____________________________
T. G. Howson,
Vice President and Treasurer
Date: August 22, 1996<PAGE>
