GPU NUCLEAR CORP
U-1/A, 1994-09-21
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                                                         AMENDMENT NO. 3 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)







          T. G. Howson,                           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  on   Form  U-1,  as

          heretofore amended, docketed to SEC File No. 70-8393 as follows:



          1.  By amending  Item  1, paragraph  E  (iv) in  its  entirety as

          follows:



               "(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 described above.

                      Although  GPUN  does  not  anticipate  that  it  will

                      license or lease the use of any intellectual property

                      developed by  GPUSC, the  GPU Operating Companies  or

                      any  other  GPU subsidiary  company,  if  GPUN should

                      license  or lease  the use  of any  such intellectual

                      property developed by  another GPU subsidiary company

                      it will pay the following amounts to (or allocate and

                      credit  to  the account  of)  such  company  from the

                      proceeds of  such license  or lease:  (1) 70%  of the

                      revenues  from the  lease  or license  until  the GPU

                                          1<PAGE>





                      subsidiary company  that developed  the  intellectual

                      property recovers  its  programming  and  development

                      costs; and (2) 20% of such revenues thereafter; 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 G in its entirety as follows:



               "G.    GPUN proposes that it be authorized  through December

                      31, 1997  to enter into  agreements, having terms not

                      in  excess of  10 years,  for the  Services described

                      herein.   Such  agreements for  the provision  of the

                      Services  will be  negotiated  and entered  into with

                      non-affiliated  parties on  an  arm's  length  basis.

                      Revenues received and expenses incurred in connection

                      with transactions in such Services will  be accounted

                      for under the appropriate accounts as provided  under

                      the Uniform System of Accounts."



          3.  By amending Item 1, paragraph H in its entirety as follows:



               "H.    GPUN   does  not   anticipate  making   any  material

                      increases   in  staff   nor  any   material   capital

                      investments to provide  the Engineering and Technical

                      Services, the Management and Consulting Services, the

                                          2<PAGE>





                      Training and Education Services and the Licensing and

                      Leasing of intellectual and  proprietary property  or

                      of Reserve Capacity.   Further, GPUN anticipates that

                      during the period  from the granting of the authority

                      requested  hereunder until  December  31,  1997,  the

                      aggregate   annual   revenues   from   and   expenses

                      associated  with the  proposed transactions  will not

                      exceed 5% of its annual total operating expenses.  In

                      1993,  GPUN's   total  operating   expense  was  $421

                      million.   In addition, the  Licensing and Leasing of

                      the use  of Reserve Capacity shall  not exceed 50% of

                      the  capacity  available  to  GPUN  for   its  normal

                      business  operations within  the GPU  holding company

                      system."  





























                                          3<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:________________________________
                                           T. G. Howson, 
                                           Vice President and Treasurer

          Date:  September 21, 1994<PAGE>


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