GPU NUCLEAR CORP
U-1/A, 1994-08-18
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                                                       Amendment No. 1 to
                                                       SEC File No. 70-8393



                          SECURITIES AND EXCHANGE COMMISSION

                               WASHINGTON, D.C.  20549

                                       FORM U-1

                                     APPLICATION

                                        UNDER

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




                           GPU NUCLEAR CORPORATION ("GPUN")
                     One Upper Pond Road, Parsippany, N.J.  07054
                 (Name of company or companies filing this statement
                          and address of principal offices)




                     GENERAL PUBLIC UTILITIES CORPORATION ("GPU")
                       (Name of top registered holding company
                               parent of the applicant)







          D. W. Myers,                            J. F. Wilson, Secretary
          Vice President & Treasurer              GPU Nuclear Corporation
          M. A. Nalewako, Secretary               One Upper Pond Road
          General Public Utilities Corporation    Parsippany, N.J.  07054
          100 Interpace Parkway
          Parsippany, N.J.  07054                 M. J. Connolly, Esq.
                                                  GPU Service Corporation
                                                  100 Interpace Parkway
                                                  Parsippany, N.J.  07054

          _________________________________________________________________
                     (Names and addresses of agents for service)
<PAGE>






               GPUN hereby  amends its  Application, docketed  in SEC  File

          No. 70 8393, as follows:



               1. By  amending and  restating Item  1, paragraph  E in  its

               entirety as follows:



               "E.    While  the  dynamic nature  of  competition  and  the

                      marketplace  makes  it   difficult  to   specifically

                      describe, in  advance, the  particular Services  that

                      may be  offered from time  to time, some examples  of

                      the   types   of   Services   contemplated   in  this

                      Application are as follows:



               (i)    Engineering  and technical  services of the  type and

                      nature  typically  provided   by  architectural   and

                      engineering firms in connection  with the maintenance

                      and operation  of nuclear  and non-nuclear generation

                      facilities ("Engineering  and  Technical  Services").

                      GPUN proposes  to provide  Engineering and  Technical

                      Services  to  non-affiliated  companies,  businesses,

                      institutions, government  agencies, and  individuals.

                      The Engineering and Technical Services may be offered

                      directly  to   non-affiliated  parties   or   through

                      collaboration  arrangements  with   other  utilities,

                      engineering  firms   or   companies   which   provide

                      engineering, consulting, design and related services,

                      (a) in the case of utilities, for themselves on their

                      own facilities, or,  (b) in  the case  of engineering

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<PAGE>






                      firms and companies,  for utility  and energy-related

                      clients, and which from  time to time need additional

                      engineering resources to  augment their capabilities.

                      By way  of example,  such  Engineering and  Technical

                      Services include:


                      1.    Power  Plant  Inspections  and  Risk  Analysis:
                      Conducting nuclear and  non-nuclear plant inspections
                      and  performing  probabilistic  risk  assessments  of
                      plants  and plant  systems including  the employment,
                      licensing,  leasing or  sale of  robotic  devices and
                      techniques to conduct such inspections and analysis.

                      2.    Power   Plant   Accident  Analysis:   Analyzing
                      abnormal  nuclear  and non-nuclear  system  or  plant
                      conditions that  could affect  the safety, integrity,
                      or proper functional operation  of a system or plant,
                      could produce system or plant  degradation, or affect
                      personnel safety and which require actions to restore
                      a system  or plant  to  a  known and  confirmed  safe
                      condition  and to  mitigate  the consequences  of the
                      event.

                      3.    Power  Plant  Stress  Analysis:  Assessing  the
                      actual and  potential mechanical  stresses in nuclear
                      and non-nuclear  power plant  systems  and  providing
                      recommendations for corrective action.

                      4.    Power   Plant  Operations  Analysis:  Analyzing
                      nuclear  and   non-nuclear  power   plant   technical
                      performance,  including   major   equipment   failure
                      analysis;  reviewing   and   assessing   the   safety
                      significance  of   operating  experience   from   NRC
                      notices,  bulletins,  industry   reports,  etc.,  and
                      providing recommendations for needed actions.

                      5.    Power Plant Life Extension Analysis:  Reviewing
                      nuclear facility structures,  systems and  components
                      and performing activities necessary  to apply to  the
                      NRC  for  an  extension  of  a  facilities  operating
                      license beyond the current 40 year design life.

                      6.    Nuclear   Fuels   Cycle   Analysis:   Providing
                      overall  nuclear  core   engineering,  nuclear   fuel
                      management strategies and basic reactor core  physics
                      capability; directing  the specification,  selection,
                      and management of nuclear  fuel material, conversion,
                      enrichment, and fabrication contractors.



                                          2
<PAGE>






                      7.    Power      Plant      Modification,     Design,
                      Installation,   Evaluation,   Testing   and   Project
                      Management:   Assisting in  the operation  of nuclear
                      generating stations  for other  nuclear utilities  by
                      providing temporary  or  short-term  engineering  and
                      technical    operational     assistance;    providing
                      guidelines,  criteria,  designs,  drawings,  material
                      selection, specifications, and analyses in support of
                      nuclear and  non-nuclear power  plant  modifications;
                      managing (organize, plan  and coordinate) engineering
                      project activities with regard to technical adequacy,
                      schedule  and  cost;  performing  start-up  and  test
                      activities to assure new or modified nuclear and non-
                      nuclear  power  plants, facilities  and  systems  are
                      systematically  tested  to   conform  with  technical
                      requirements.

                      8.    Power  Plant  Equipment Corrosion  Control  and
                      Failure  Analysis: Assessing  the potential corrosion
                      mechanisms  in  nuclear and  non-nuclear power  plant
                      systems and  provide recommendations  for  corrective
                      action; investigating system  and equipment  failures
                      and providing recommendations for corrective action.

                      9.    Chemical     and    Metallurgical    Laboratory
                      Services: Performing chemical  analysis and providing
                      chemistry requirements and  specifications associated
                      with nuclear and non-nuclear  power plant systems and
                      components;   providing    metallurgical   laboratory
                      services and material  engineering (e.g., analyze the
                      condition,  assess   the  physical   properties   and
                      determine  the  failure mechanism  of specific  metal
                      components), including,  ASME - Section  XI, ISI, IST
                      welding services.

                      10.   Human  Factors Engineering  Services: Reviewing
                      and  providing  recommendations  for  the  design  of
                      nuclear  and  non-nuclear   power  plant   equipment,
                      systems, facilities, and  operational environments to
                      promote  safe,   efficient  and   reliable   operator
                      performance by focusing on and promoting optimum man-
                      machine interface.

                      11.   Commercial   Grade  Dedication   of  Equipment:
                      Performing  the necessary  actions and  providing the
                      required documentation  to allow  a commercial  grade
                      equipment item to be  designated for use in a Nuclear
                      Safety Related application.

                      12.   Radioactive    Waste    Services:     Providing
                      radiological engineering services for ALARA programs;
                      providing   design,   engineering,   and   management
                      services  for   low  and   high  radioactive   waste,
                      minimization, storage, volume reduction, shipment and
                      disposal.

                                          3
<PAGE>







                      13.   Plant   Decommissioning   Services:   Providing
                      engineering services  to support  nuclear power plant
                      decommissioning    efforts,     including     project
                      management,  site  characterization,  development  of
                      decommissioning   plans.   dismantlement,  consulting
                      services,  robotics   licensing,   safety,   radwaste
                      reviews, and final site acceptance.

                      14.   Mechanical,     Electrical    and    Structural
                      Engineering Services: Providing  services to evaluate
                      nuclear  and  non-nuclear   power  plant  conditions,
                      design modifications, provide consultants for problem
                      solving,  including   code   interpretation,   design
                      verified calculations, technical reports, engineering
                      evaluations and design and drafting.

                      15.   Nondestructive    Testing    and    Examination
                      Services:    Employing   nondestructive  testing  and
                      analysis  techniques  and technologies  to  test  and
                      examine nuclear and non-nuclear power plant systems.

                      16.   Instrument  Calibration Services:   Calibrating
                      test  equipment  and  other  technical  equipment  or
                      devices used in nuclear and non-nuclear power plants.



               (ii)   Management and consulting  services encompassing both

                      nuclear related and non-nuclear areas and issues such

                      as       corporate   communications,    environmental

                      consultation,  nuclear  safety  review,  testing  and

                      oversight,  industrial   safety  and   hygiene,   and

                      emergency preparedness,  nuclear decontamination  and

                      decommissioning, asbestos abatement  and remediation,

                      environmental  testing   and   analysis,   laboratory

                      testing and analysis, nuclear chemistry, radiological

                      controls and  radioactive waste  processing,  quality

                      assurance  ("Management  and  Consulting  Services").

                      GPUN  proposes to  provide Management  and Consulting

                      Services  to  non-affiliated  companies,  businesses,

                      institutions, government  agencies, and  individuals.

                                          4
<PAGE>






                      The  activities already authorized under SEC File No.

                      70-7847 (HCAR No. 35-25401)  , File No. 70-7905 (HCAR

                      No. 35-25464)  and File  No.  70-8115 (HCAR  No.  35-

                      25814) as set forth in  Item 1 paragraph A (iii) (c),

                      (d) and (e)  hereof are  examples of  such Management

                      and Consulting Services.  Additional examples  are as

                      follows:


                      1. Nuclear          Plant     Decommissioning     and
                         Decontamination    Management    and    Consulting
                         Services.

                      2. Nuclear   and   Non-Nuclear  Power   Plant  Outage
                         Management   and  Consulting   Services  including
                         procurement    and    contracting   services    in
                         connection therewith.

                      3. Nuclear and Non-Nuclear Quality Assurance Audits.

                      4. Nuclear    and   Non-Nuclear    Medical   Services
                         Management and Consulting Services.

                      5. FSAR   Licensing   Consultation   and   Operations
                         Analysis.

                      6. Management  and Consulting  Services in connection
                         with   the  types   of  circumstances,   needs  or
                         problems   requiring   nuclear   and   non-nuclear
                         Engineering  and  Technical Services  examples  of
                         which are  described  in paragraph  E(i) above  or
                         paragraph E(iii) below.


               (iii)  Training and  education services in such  nuclear and

                      non-nuclear areas as basic, intermediate and advanced

                      electrical  and utility  engineering skills,  job re-

                      engineering and  business  process  analysis  skills,

                      disaster  recovery  skills,   records  retention  and

                      management  skills  and   quality  assurance   skills

                      ("Training  and Education Services").   GPUN proposes

                      to  provide Training  and Education Services  to non-

                                          5
<PAGE>






                      affiliated   companies,   businesses,   institutions,

                      government  agencies,  and individuals.    By  way of

                      example, Training and Education Services and  related

                      skills which  GPUN has  developed  and maintains  and

                      which GPUN  believes may be of interest  to such non-

                      affiliates include:


                      1.  Computer-based Training.

                      2.  Instructor Training.

                      3.  Nuclear Plant Operating Room Simulator
                          Certification and Training.

                      4.  Simulator Maintenance and Modification
                          Training.

                      5.  Fire Safety and Plant and Facility Security
                          Training.

                      6.  Diesel Equipment Training.

                      7.  Development of Performance-based training
                          programs for non-affiliates using GPUN's
                          copyrighted Training and Education Database
                          Systems ("TEDS") software system.


               (iv)   GPUN  also  proposes  to  license  or  lease  to non-

                      affiliates  the   use   of   (a)   intellectual   and

                      proprietary property developed and owned by  GPUN (or

                      owned and  licensed to  GPUN by  one or  more of  its

                      affiliate companies) for  use in its normal  business

                      operations as a  nuclear service company  for the GPU

                      holding company system, (e.g., any process,  program,

                      technique, invention, computer software, work of art,

                      video,  sound recording  or written  work), including

                      training  manuals,   materials   and   processes   in

                      conjunction  with  or  separate   from  the  Services

                                          6
<PAGE>






                      described above;  and  (b)  the reserve  capacity  of

                      Laboratory  or  other  support  facilities  ("Reserve

                      Capacity") developed  and maintained by  GPUN for use

                      in connection with its  normal business operations as

                      such  a  nuclear   service  company  ("Licensing  and

                      Leasing Services")."



               2. By amending Item 1, paragraph F by amending and restating

               the last sentence thereof as follows:



               "Revenues received and expenses incurred  in connection with

               transactions  in  such  Services will  be  accounted  for in

               accordance with Rule 93 under the  Act using the appropriate

               accounts as provided  under the  Uniform System of  Accounts

               including Instruction 01-2 of 17 CFR Part 256."



               3.   By  amending  Item 1  paragraph I  in  its entirety  as

               follows:



               "I.    GPUN  anticipates that the provision  of the Services

                      pursuant  to the authorization sought  hereunder will

                      enable it to use more fully its employees accumulated

                      skills, expertise  and experience,  and its resources

                      and facilities which it  has developed solely for the

                      benefit of the GPU  holding company system and which,

                      by virtue of the unique nature of the nuclear utility

                      business may not  be readily available  to the public

                      from  other  sources.      GPUN's  entering  into the

                                          7
<PAGE>






                      proposed transactions will  not interfere with or  be

                      detrimental  to   the  provision   of  personnel  and

                      services in fulfillment of its obligations to the GPU

                      Operating Companies.   In addition, the  provision of

                      the Services  will enhance  the  ability of  GPUN  to

                      maintain  the high quality of  such skills, expertise

                      and experience  and the efficiency of  such resources

                      and  facilities within the GPU holding company system

                      in a more  cost effective  manner.   Furthermore, the

                      authority to provide a  range of Services, as broadly

                      defined herein,  will  enable GPUN  to  respond  more

                      efficiently and  effectively  to  competitive  market

                      opportunities."



               4.     By amending  Item 1,  paragraph J in  its entirety as

               follows:



               "J.    . All of the net income derived from the provision of

                      the Services to non-associates will be used to offset

                      and reduce the  cost of  service (including,  but not

                      limited to, the  cost of capital, if any)  charged to

                      the  GPU   Operating  Companies   as  set  forth   in

                      Instruction 01-2 of 17 CFR  Part 256.  GPUN's cost of

                      capital approximates the GPU System's cost of capital

                      since  the  assets of  GPUN  are  owned  by  the  GPU

                      Operating Companies.  The GPU  System's year-end cost

                      of capital was 10.0%  in 1991, 9.2% in  1992 and 9.6%

                      in 1993."

                                          8
<PAGE>








               5.     By amending paragraph K of  Item 1 in its entirety as

               follows:

               "K.    If GPUN's  provision of  Services  to  non-affiliates

                      becomes sufficiently extensive, GPUN  believes it may

                      be  advantageous   from  both   an  operational   and

                      administrative standpoint to provide  and account for

                      the  Services  through one  or more  new wholly-owned

                      subsidiaries.   In  such event,    GPUN  proposes  to

                      acquire for $1,000 the  capital stock of each of  one

                      or more subsidiary corporations to be formed for such

                      purposes."

































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<PAGE>






                                      SIGNATURE

               PURSUANT TO THE  REQUIREMENTS OF THE PUBLIC  UTILITY HOLDING

          COMPANY ACT OF 1935, THE UNDERSIGNED COMPANY HAS DULY CAUSED THIS

          AMENDMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO

          DULY AUTHORIZED.



                                    GPU NUCLEAR CORPORATION



                                    By:________________________________
                                        Don W. Myers
                                        Vice President and Treasurer

          Date:  August 18, 1994
<PAGE>



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