GPU INC /PA/
POS AMC, 1997-08-29
ELECTRIC SERVICES
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                                         Post-Effective Amendment No. 17 to
                                                       SEC File No. 70-8593



                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549
                                       FORM U-1
                                  APPLICATION UNDER
                THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ("Act")

                                  GPU, INC. ("GPU")
                                100 Interpace Parkway
                             Parsippany, New Jersey 07054

                           GPU INTERNATIONAL, INC. ("GPUI")
                          EI SERVICES, INC. ("EI Services")
                  One Upper Pond Road, Parsippany, New Jersey 07054

                   JERSEY CENTRAL POWER & LIGHT COMPANY ("JCP&L") 
                        METROPOLITAN EDISON COMPANY ("Met-Ed")
                      PENNSYLVANIA ELECTRIC COMPANY ("Penelec") 
                     P.O. Box 16001, Reading, Pennsylvania 19640

                              GPU SERVICE, INC. ("GPUS")
                 100 Interpace Parkway, Parsippany, New Jersey 07054
                      (Names of companies filing this statement 
                         and addresses of principal offices)

                                      GPU, INC.
          (Name of top registered holding company parent of the applicants)


          M.A. Nalewako, Secretary           Douglas E. Davidson, Esq. 
          M.J. Connolly, Esq.                Berlack, Israels & Liberman LLP 
          GPU Service, Inc.                  120 West 45th Street 
          100 Interpace Parkway              New York, New York  10036
          Parsippany, New Jersey 07054    

          W.S. Greengrove, Secretary    
          GPU International, Inc.       
          One Upper Pond Road      
          Parsippany, New Jersey 07054
            ______________________________________________________________
                     (Names and addresses of agents for service)

<PAGE>



               GPU,  GPUI,  EI  Services,  JCP&L,  Met-Ed, Penelec and GPUS

          hereby  post-effectively  amend  their  Application  on Form U-1,

          docketed  in  SEC  File  No.  70-8593,  as heretofore amended, as

          follows:

               1.   By amending paragraph 2 of Post-Effective Amendment No.

          15 to read in its entirety as follows:

                    As  of  June  30,  1997,  the  aggregate amount of non-
                    recourse  debt  applicable  to  Exempt  Entities  owned
                    directly  or indirectly by GPU was approximately $2.786
                    billion,  of which approximately $1.284 billion related
                    to  GPU's  proportionate  ownership  interests in these
                    Exempt Entities.


               2.   By  amending the penultimate paragraph of subheading 5,

          "GPU  Power/Guaracachi/Empresa  Guaracachi",  in  paragraph  1 of

          Post-Effective  Amendment  No.  13  to  read  in  its entirety as

          follows:

                    The  long-term  debt outstanding at EGSA is denominated
                    in  Deutsche Marks ("DM"), U.S. dollars and a basket of
                    DM  and  Norwegian  currencies,  all  at fixed interest
                    rates.   The  DM  and  U.S.  dollar  denominated  loans
                    represent  about 82% of the outstanding debt.  In order
                    to  mitigate  this  Foreign  Exchange  Risk, Guaracachi
                    transferred   approximately  $15  million  of  the  $47
                    million  capitalization amount to a DM based investment
                    fund  to  effectively  hedge  the foreign exchange rate
                    fluctuation  exposure  associated with the DM long-term
                    debt held by EGSA.


               3.   By  filing  the  following additional exhibit in Item 6

          thereof:

                    F-3  -    Revised GPU Capitalization Summary as of June
                              30, 1997.

<PAGE>






                                      SIGNATURE

                    PURSUANT  TO  THE  REQUIREMENTS  OF  THE PUBLIC UTILITY

          HOLDING  COMPANY ACT OF 1935, THE UNDERSIGNED COMPANIES HAVE DULY

          CAUSED  THIS STATEMENT TO BE SIGNED ON THEIR BEHALF BY THE UNDER-

          SIGNED THEREUNTO DULY AUTHORIZED.



                                        GPU, INC.
                                        JERSEY CENTRAL POWER & LIGHT COMPANY
                                        METROPOLITAN EDISON COMPANY
                                        PENNSYLVANIA ELECTRIC COMPANY


                                        By:  /s/ T.G. Howson
                                             T. G. Howson
                                             Vice President and Treasurer


                                        GPU INTERNATIONAL, INC.


                                        By:  /s/ B.L. Levy             
                                             B. L. Levy
                                             President


          Date: August 29, 1997

<PAGE>







                             EXHIBIT TO BE FILED BY EDGAR


          Exhibit:

               F-3  -    Revised  GPU Capitalization Summary as of June 30,
                         1997.

<PAGE>





                                                                EXHIBIT F-3
                                  GPU CAPITALIZATION

                                        Actual
                                    June 30, 1997

                                        $ Millions     Percentage
          Debt:
               First Mortgage Bonds     $2,510
               Other Long-Term Debt        818
               Short-Term Debt             443
                                        $3,771            50.8%

          Preferred:
               Stock                    $  171
               Securities                  330
                                        $  501             6.7%
          Common Equity:
               Common Stock             $  314
               Reacquired Common Stock     (84)
               Capital Surplus             754
               Retained Earnings         2,172
                                        $3,156            42.5%

          Total Capitalization          $7,428           100.0%

               The  foregoing  table  includes  $97 million of non-recourse
          debt   related  to  Exempt  Entities  that  is  consolidated  for
          financial  reporting  purposes.  The  following  table sets forth
          GPU's proforma capitalization, including the additional amount of
          outstanding  non-recourse  debt ($1.187 billion) related to GPU's
          proportionate ownership interest in Exempt Entities.

                                      Pro Forma 
                                    June 30, 1997

                                        $ Millions     Percentage
          Debt:
               First Mortgage Bonds     $2,510
               Other Long-Term Debt      2,005
               Short-Term Debt             443
                                        $4,958            57.6%
          Preferred:
               Stock                    $  171
               Securities                  330
                                        $  501             5.8%

          Common Equity:
               Common Stock             $  314
               Reacquired Common Stock     (84)
               Capital Surplus             754
               Retained Earnings         2,172
                                        $3,156            36.6%

          Total Capitalization          $8,615           100.0%

<PAGE>




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