GPU INC /PA/
11-K, 1997-06-27
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, 1996        

                                          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    




                                    GPU COMPANIES
                  EMPLOYEE SAVINGS PLAN FOR NONBARGAINING EMPLOYEES

                               (Full Title of the Plan)



                                      GPU, INC.
                                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>






                                    GPU COMPANIES
                  EMPLOYEE SAVINGS PLAN FOR NONBARGAINING EMPLOYEES

                            INDEX OF FINANCIAL STATEMENTS

                                                

                                                                      Pages

          Report of Independent Accountants                             2

          Financial Statements:
               Statements of Net Assets Available for Plan
                    Benefits as of December 31, 1996 and 1995           3

               Statements of Changes in Net Assets Available
                    for Plan Benefits for the years ended
                    December 31, 1996 and 1995                          4

               Notes to Financial Statements                          5-14<PAGE>






                           REPORT OF INDEPENDENT ACCOUNTANT



          To the Administrative Committee of the
          GPU Companies Employee
          Savings Plan for Nonbargaining Employees:

          I have audited the accompanying statements of net assets
          available for plan benefits of GPU Companies (formerly, General
          Public Utilities Corporation and Subsidiary Companies) Employee
          Savings Plan for Nonbargaining Employees ("Plan") as of December
          31, 1996 and 1995, 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.  My responsibility is to express an
          opinion on these financial statement based on my audit.

          I conducted my audits in accordance with generally accepted
          auditing standards.  Those standards require that I plan and
          perform the audits to obtain reasonable assurance about whether
          the statement of revenue and expenditures is 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 audits provide a reasonable basis for my
          opinion.

          In my opinion, the financial statements referred to above
          presents fairly, in all material respects, the net assets
          available for plan benefits of the Plan as of December 31, 1996
          and 1995, and the changes in net assets available for plan
          benefits for the years then ended in conformity with generally
          accepted accounting principles.





          105 North 22nd Street
          Philadelphia, Pennsylvania
          May 16, 1997










                                          2<PAGE>





                                GPU COMPANIES EMPLOYEE
                       SAVINGS PLAN FOR NONBARGAINING EMPLOYEES

                               STATEMENTS OF NET ASSETS
                             AVAILABLE FOR PLAN BENEFITS

                              December 31, 1996 and 1995
                                               



                                                    1996          1995

               Investments in GPU Companies
                    Master Savings Plan Trust,
                    at fair value               $427,017,047   $383,389,677

               Participant loans receivable        9,084,696      9,757,761

               Net assets available for plan
                    benefits                    $436,101,743   $393,147,438































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


                                          3<PAGE>






                                GPU COMPANIES EMPLOYEE
                       SAVINGS PLAN FOR NONBARGAINING EMPLOYEES

                         STATEMENTS OF CHANGES IN NET ASSETS
                             AVAILABLE FOR PLAN BENEFITS

                   for the years ended December 31,  1996 and 1995 
                                    _____________


                                                    1996           1995

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

               Increases:
                 Contributions:
                    Employee                      22,078,413     20,077,203
                    Employer                      10,697,123     10,269,203

                 Transfers from affiliated
                    pension plans                    -0-            200,213

                 Transfers from affiliated
                    savings plans                     66,415         86,328

                 Interest on loans                   690,815        670,613

                 Net investment gain in 
                    GPU Companies Master
                     Savings Plan Trust           39,658,262     55,251,296

            
                                                  73,191,028     86,554,856


               Decreases:
                 Distributions and withdrawals    30,236,723     17,500,102

               Balances, end of year            $436,101,743   $393,147,438













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

                                          4<PAGE>


                                GPU COMPANIES EMPLOYEE
                       SAVINGS PLAN FOR NONBARGAINING EMPLOYEES

                            NOTES TO FINANCIAL STATEMENTS
                                       _______


          1.  General Description of the Plan:

              The following description of the GPU Companies (formerly,
              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, 1996.  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 GPU Companies ("Companies") are
              eligible to participate in the Plan if the employee is
              employed on a full-time basis or has completed at least 1,000
              hours of service in a consecutive 12-month period.

              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.  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 his 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 GPU, Inc.("GPU") stock fund.  







                                      Continued

                                          6<PAGE>



          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.

               - 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.

               - 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.

               - 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.

               - 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.

                   Employee Participation in the Plan:

              The number of participating employees with account balances
              invested in each investment option at December 31, 1996 and
              1995 was as follows:


                                      Continued

                                          7<PAGE>


          1.     General Description of the Plan, continued:


                     Employee Participation in the Plan, continued:

                                                      1996        1995

                 Interest Income Fund                3,221       3,332
                 Fidelity Intermediate Bond Fund     1,294       1,421
                 Fidelity Puritan Fund               3,533       3,652
                 Fidelity Retirement Growth Fund     3,294       3,374
                 GPU Stock Fund                      1,166       1,115
                 Fidelity U.S. Equity Index Fund       727         420
                 Fidelity OTC Portfolio Fund           875         500
                 Fidelity Overseas Fund                469         282
                 Fidelity Asset Manager Income Fund     68          42
                 Fidelity Asset Manager Fund           125          87
                 Fidelity Asset Manager Growth Fund    240         140


              The total number of participants in the Plan at December 31,
              1996 and 1995 was 5,907 and 5,778, 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.

                   Vesting:

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













                                      Continued

                                          8<PAGE>



          1.  General Description of the Plan, continued:


                   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 8.75% and 7.50%, and the
              interest rates for loans five years or less were 9.75% and
              8.125% at December 31, 1996 and 1995, respectively.

                   Plan Termination:

              The GPU Companies reserve the right at any time to modify,
              suspend, amend or terminate the Plan.  However, the GPU
              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.


          2.  Summary of Significant Accounting Policies:

                   Valuation of Investments:

              The amounts shown herein as the investment in the GPU
              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.) 


                                      Continued

                                          9<PAGE>



          2.  Summary of Significant Accounting Policies,continued:

                   Valuation of Investments,continued:

              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
              accumu\lated monthly balance for each investment option (see
              Note 3).

              The net investment gain from the GPU Companies Master Savings
              Plan Trust for the years ended December 31, 1996 and 1995,
              respectively, which is presented in the Statement of Changes
              in Net Assets Available for Plan Benefits, 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
              Companies Master Savings Plan Trust.

                   Use of Estimates

              The preparation of financial statements in conformity with
              generally accepted accounting principles requires the plan
              administrator to make estimates and assumptions that affect
              certain reported amounts and disclosures.  Accordingly,
              actual results may differ from those estimates.


          3.  Investments:

              The investments reflected in the December 31, 1996 and 1995
              Statements of Net Assets Available for Plan Benefits
              represent the Plan's 69.07% and 69.52% share, respectively,
              of total investments held in the GPU Companies Master Savings
              Plan Trust at December 31, 1996 and 1995.

              At December 31, 1996 and 1995, the total investments held in
              the GPU Companies Master Savings Plan Trust are summarized as
              follows:















                                      Continued

                                          10<PAGE>


          3.  Investments, continued:

                                                     1996        1995
                                                  Fair Value  Fair Value
              Fidelity Retirement Growth Fund  $170,592,916* $162,014,335*
              Fidelity Puritan Fund             172,763,691*  152,173,577*
              Fidelity Intermediate Bond Fund    24,489,489    25,474,677 
              Interest Income Fund:
                Life of Virginia                  5,464,498     5,148,872 
                Canada Life                       6,256,728     6,257,685 
                Peoples Security Life            15,317,929    20,081,010 
                Combined Insurance                3,045,923        ---    
                AIG Life ABS & MBS               19,938,474     6,613,647 
                First Allmerica                   9,289,352        ---    
                Connecticut General              16,684,615    18,019,324 
                Confederation Life Insurance Co.  4,966,734     5,042,408 
                Fidelity STIF                    20,070,171     4,726,782 
                Life Insurance of Georgia         8,153,122        ---    
                Continental Assurance             6,269,284     5,776,161 
                John Hancock Mutual Life
                     Insurance Co.                  ---         8,253,516 
                Metropolitan Life Insurance Co.     ---         7,645,174 
                Bankers Trust                     9,581,244     9,450,617 
                Prudential Insurance Co.          6,402,256     9,264,691 
                State Mutual                        ---        13,799,689 
                Sun Life of Canada               17,417,301    28,830,422*
                Protective Life                   7,018,846     6,598,439 
                Principal Mutual                  3,412,382        ---    
                Sunamerica Life Insurance         9,039,399     8,428,344 
                United of Omaha                   6,092,379     6,092,466 
              GPU Stock Fund                     19,603,697    17,210,880 
              U S Equity Index Fund              15,918,255     6,110,598 
              Fidelity OTC Port. Fund            24,964,812    10,444,313 
              Fidelity Overseas Fund              7,383,853     3,802,894 
              Fidelity Asset Man.-Income Fund       714,957       393,831 
              Fidelity Asset Mgr. Fund            2,944,880     1,760,779 
              Fidelity Asset Man.-Growth Fund     4,430,209     2,026,570 

                Total investments at fair value$618,227,396  $551,441,701 

                Total investments at cost      $601,290,770  $527,508,365 

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













                                      Continued

                                          11<PAGE>
<TABLE>

                                                          NOTES TO FINANCIAL STATEMENTS, Continued

 3.  Investments, Continued:

 Based on participant investment options at December 31, 1996 and 1995, the Plan's investments were broken down as follows:

                                                                1996            1995

 Fidelity Retirement Growth Fund                                26.0%           28.0%
 Fidelity Puritan Fund                                          29.0%           29.0%
 Fidelity Intermediate Bond Fund                                 4.5%            5.0%
 Interest Income Fund                                           28.0%           30.0%
 GPU Stock Fund                                                  3.0%            3.0%
 OTC Portfolio Fund                                              4.0%            2.0%
 Overseas Fund                                                   1.0%            1.0%
 Asset Manager - Income Fund                                      -   **          -  **
 Asset Manager Fund                                              0.5%            0.5%
 Asset Manager Growth Fund                                       1.0%            0.5%
 Fidelity US Equity Index Fund                                   3.0%            1.0%

 ** Investment option represents less than 0.5% of the total investments.

 For the years ended December 31, 1996 and 1995, the changes in the accounts of the GPU Companies Master Savings
 Plan Trust, respectively, are summarized as follows:
<CAPTION>
                                         Fidelity                      Fidelity                                                
                                        Retirement     Fidelity      Intermediate    Interest       GPU Stock         OTC     
                                       Growth Fund   Puritan Fund      Bond Fund    Income Fund       Fund         Port. Fund
 <S>                                  <C>            <C>             <C>           <C>             <C>            <C>
 Investments, December 31, 1994       $126,689,195   $122,616,904    $22,605,269   $158,799,517    $12,193,358    $         0

 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              0        245,429              0              0 
    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

 Increases:
    Employee contributions              14,806,796     12,869,644      2,217,575     12,112,080      1,946,760      1,901,808
    Employer contributions               4,179,647      3,893,401        731,210      3,408,719        544,652        521,128
    Transfers from affiliated
       pension plans                       103,234        194,668         34,599        334,108         31,601         10,157
    Transfers between investment
       funds                           (11,851,730)    (4,517,535)    (2,872,000)    (1,620,447)      (149,725)     9,168,073
    Interest on loans                      315,705        259,505         46,114        267,447         43,416         43,329
    Net investment gain                 13,581,109     23,216,987        886,358     10,592,465        971,320      3,638,616
                                        21,134,761     35,916,670      1,043,856     25,094,372      3,388,024     15,283,111

 Decreases:
    Distributions and withdrawals       12,556,180     15,326,556      2,029,044     20,702,982        995,207        762,612
 Investments, December 31, 1996       $170,592,916   $172,763,691    $24,489,489   $174,420,637    $19,603,697    $24,964,812

                                                                         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, 1994     $        0      $         0      $        0      $      0      $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                         0                0               0             0               0         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

 Increases:
    Employee contributions             794,586          253,412         483,951        78,621       1,330,991      48,796,224
    Employer contributions             217,945           79,128         143,651        28,285         413,680      14,161,446
    Transfers from affiliated
       pension plans                         0           11,674               0             0          10,231         730,272
    Transfers between investment
       funds                         2,344,469          880,123       1,544,711       188,921       6,885,140               0
    Interest on loans                   20,089            3,259          10,091         1,643          14,307       1,024,905
    Net investment gain                725,000          289,629         490,163        39,119       2,224,677      56,655,443
                                     4,102,089        1,517,225       2,672,567       336,589      10,879,026     121,368,290

 Decreases:
    Distributions and withdrawals      521,130          333,124         268,928        15,463       1,071,369      54,582,595

 Investments, December 31, 1996     $7,383,853       $2,944,880      $4,430,209      $714,957     $15,918,255    $618,227,396

                                                                         Continued
                                                                            12b
<PAGE>



                                                          NOTES TO FINANCIAL STATEMENTS, Continued



 3.  Investments, Continued:

 The net investment gain in the GPU Companies Master Savings Plan
 Trust for the year ended December 31, 1996 was as follows:

<CAPTION>
                                         Fidelity                      Fidelity                                                
                                        Retirement     Fidelity      Intermediate    Interest       GPU Stock         OTC     
                                       Growth Fund   Puritan Fund      Bond Fund    Income Fund        Fund        Port. Fund
 <S>                                  <C>            <C>             <C>           <C>             <C>            <C>
 Dividends                            $ 21,088,711   $ 20,110,484    $ 1,688,989   $          0    $ 1,081,702    $ 2,597,871
 Interest Income                                 0              0              0     10,592,465              0              0 
 Net appreciation (depreciation)
   in fair value of investments         (7,507,602)     3,106,503       (802,631)             0       (110,382)     1,040,745 

   Net investment gains               $ 13,581,109   $ 23,216,987    $   886,358   $ 10,592,465    $   971,320    $ 3,638,616


 The net investment gain in the GPU Companies Master Savings Plan
 Trust for the year ended December 31, 1995 was as follows:
 <CAPTION>
                                         Fidelity                      Fidelity                                                
                                        Retirement     Fidelity      Intermediate    Interest       GPU Stock         OTC     
                                       Growth Fund   Puritan Fund      Bond Fund    Income Fund        Fund        Port. Fund
 <S>                                  <C>            <C>             <C>            <C>            <C>            <C>
 Dividends                            $ 15,534,234   $  7,921,988    $ 1,507,779    $         0    $   677,248    $   559,811
 Interest Income                                 0              0              0     11,090,054              0              0 
 Net appreciation (depreciation)
   in fair value of investments         15,134,314     18,474,467      1,348,654              0      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


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

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






                                                                         Continued
                                                                            13a
<PAGE>


                                                          NOTES TO FINANCIAL STATEMENTS, Continued



 3.  Investments, Continued:

 The net investment gain in the GPU Companies Master Savings Plan
 Trust for the year ended December 31, 1996 was as follows:
<CAPTION>
                                                                                                    Fidelity
                                      Overseas      Asset Manager   Asset Manager   Asset Manager   US Equity 
                                        Fund         Income Fund        Fund         Growth Fund    Index Fund      Total    
 <S>                                <C>              <C>             <C>            <C>            <C>           <C>
 Dividends                          $   449,059      $   38,638      $  219,829     $   328,373    $         0   $ 47,603,656
 Interest income                              0               0               0               0              0     10,592,465  
 Net appreciation (depreciation)
   in fair value of investments         275,941             481          69,800         161,790      2,224,677     (1,540,678)

   Net investments gains             $  725,000      $   39,119      $  289,629      $  490,163     $2,224,677   $ 56,655,443

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

 <CAPTION>                                                                                           Fidelity
                                      Overseas      Asset Manager   Asset Manager   Asset Manager   US Equity 
                                        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     $        0   $ 26,369,926
 Interest income                              0               0               0               0              0     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

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

        Stocks and bonds are valued at the closing market prices 
        on the last business day of the year.  Short-term 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>





          4.  Tax Status

              The plan obtained its latest determination letter on
              December 26, 1996, in which the Internal Revenue Service
              stated that the plan, as then designed, was in compliance
              with the applicable requirements of the Internal Revenue
              Code.  The plan has been amended since receiving the
              determination letter.  However, the plan administrator and
              the plan's tax counsel believe that the plan is currently
              designed and being operated in compliance with the
              applicable requirements of the Internal Revenue Code. 
              Therefore, they believe that the plan was qualified and the
              related trust was tax-exempt as of the financial statement
              date.










































                                          14<PAGE>







                                    GPU COMPANIES
                  EMPLOYEE SAVINGS PLAN FOR NONBARGAINING EMPLOYEES




           
          Signature                                           Page 2



          Consent of Independent Accountant                   Exhibit 24



          Report on Audits of Financial Statements            Exhibit 28
             for the Years Ended December 31, 1996
             and 1995



































                                          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.







                                      GPU COMPANIES
                                      Employee Savings Plan for
                                      Nonbargaining Employees





          Date:  June 27, 1997        By:  /s/ F. A. Donofrio          
                                           F. A. Donofrio
                                           Chairman
                                           Administrative Committee 


























                                          2
<PAGE>










                                    EXHIBIT INDEX



                                    GPU COMPANIES
                  EMPLOYEE SAVINGS PLAN FOR NONBARGAINING EMPLOYEES







          Consent of Independent Accountant                    Exhibit 24


          Report on Audits of Financial Statements             Exhibit 28
             for the Years Ended December 31, 1996
             and 1995

<PAGE>







                                                               Exhibit 24






                          CONSENT OF INDEPENDENT ACCOUNTANT


             I consent to the incorporation by references in the
          registration statement of GPU,Inc. on Forms S-8 (File Nos.
          33-32325 and 33-51035) of my report dated May 16, 1997, on my
          audit of the financial statements of the GPU Companies Employee
          Savings Plan for Nonbargaining Employees as of December 31, 1996
          and 1995 and for the years 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 24, 1997

<PAGE>







                                                                 Exhibit 28




                                    GPU COMPANIES
                              EMPLOYEE SAVINGS PLAN FOR
                               NONBARGAINING EMPLOYEES

                       REPORT ON AUDITS OF FINANCIAL STATEMENTS
                                 for the years ended
                              December 31, 1996 and 1995


<PAGE>


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