GPU INC /PA/
U-1/A, 1998-11-03
ELECTRIC SERVICES
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                                                             Amendment No. 2 to
                                                           SEC File No. 70-9351

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM U-l
                                   APPLICATION
                                      UNDER

             THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ("Act")

                                GPU, INC. ("GPU")
                               300 Madison Avenue
                          Morristown, New Jersey 07962

               (Name of company filing this statement and address
                         of principal executive offices)

                                GPU, INC. ("GPU")
                                -----------------
          (Name of top registered holding company parent of applicant)

M. A. Nalewako, Secretary               Douglas E. Davidson, Esq.
Michael J. Connolly, Esq.,              Berlack, Israels & Liberman LLP
Assistant General Counsel               120 West 45th Street
GPU Service, Inc.                       New York, New York  10036
300 Madison Avenue
Morristown, New Jersey 07962


                   (Names and addresses of agents for service)



<PAGE>


      GPU, Inc.  hereby amends its  Application  on Form U-1,  docketed in SEC
File No. 70-9351, as follows:

      1. By filing  an  amended  and  restated  Exhibit  H in Item 6 thereof  as
follows:

                  H -    GPU Actual and Pro Forma 
                         Capitalization.



                                      2


<PAGE>



                                    SIGNATURE
                                    ---------

      PURSUANT TO THE  REQUIREMENTS OF THE PUBLIC UTILITY HOLDING COMPANY ACT OF
1935, THE UNDERSIGNED  COMPANIES HAVE DULY CAUSED THIS AMENDMENT TO BE SIGNED ON
THEIR BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED.

                              GPU, INC.

                              By:  
                                  --------------------------------
                                   T. G. Howson,
                                   Vice President and Treasurer

Dated:   November 3, 1998


                                      3





                         Exhibit to be Filed with EDGAR



Exhibit

     H          -       GPU Actual and Pro Forma Capitalization
                        ratios.







                                                   EXHIBIT H
                                                   SEC File No. 70-9351


                    CAPITALIZATION AND CAPITALIZATION RATIOS
                    ----------------------------------------

                                 (IN THOUSANDS)





      The actual and pro forma capitalization of GPU, Inc. and Subsidiary
Companies at June 30, 1998 is as follows:



                                    Actual           Pro Forma (3)   
                             ------------------   -----------------
                                 Amount     %         Amount     %   
                             ----------    ----   ----------  ----
Long-term debt(1)            $4,392,057    51.4   $4,392,057  51.4
Notes payable                   487,160     5.7      487,160   5.7
Preferred stock (2)             155,478     1.8      155,478   1.8
Subsidiary-obligated
 mandatorily redeemable
 preferred securities           330,000     3.9      330,000   3.9
Common equity                 3,172,886    37.2    3,172,886  37.2
                              ------      -----              -----
                             $8,537,581   100.0   $8,537,581 100.0
                              =========   =====    ========= =====



(1)   Includes securities due within one year of $350,671.
(2)   Includes securities due within one year of $2,500.
(3)   The  issuance  of  rights  will  not  have a pro  forma  impact  on  GPU's
      capitalization.  The pro forma capitalization  excludes approximately $735
      million of GPU's  proportionate share of non-recourse debt used to finance
      the  acquisition  of  exempt  wholesale  generators  and  foreign  utility
      companies,  as defined  under the Public  Utility  Holding  Company Act of
      1935,  which debt is not consolidated  for financial  reporting  purposes.
      After giving effect to the  non-recourse  debt, the pro forma  percentages
      would be as follows:  Long-term debt 55.3%; Notes payable 5.2%;  Preferred
      stock  1.7%;   Subsidiary-obligated   mandatorily   redeemable   preferred
      securities 3.6%; and Common equity 34.2%.





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