GPU NUCLEAR CORP
U-1, 1994-05-19
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                                                              SEC File No. 

                          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, New Jersey  07054

                           ENERGY INITIATIVES, INC. ("EI")
                  One Upper Pond Road, Parsippany, New Jersey  07054

                   JERSEY CENTRAL POWER & LIGHT COMPANY ("JCP&L") 
                     300 Madison Avenue, Morristown, N.J.  07960

                        METROPOLITAN EDISON COMPANY ("Met-Ed")
                         P.O. Box 16001, Reading, Pa.  19640

                      PENNSYLVANIA ELECTRIC COMPANY ("Penelec") 
                       1001 Broad Street, Johnstown, Pa.  15907

                          GPU SERVICE CORPORATION ("GPUSC")
                 100 Interpace Parkway, Parsippany, New Jersey  07054
                 (Name of company or companies filing this statement 
                          and address of principal offices)

                        GENERAL PUBLIC UTILITIES CORPORATION 
          (Name of top registered holding company parent of the applicants)

          Don W. Myers, Vice President       Michael J. Connolly, Esq.
           and Treasurer                     Assistant General Counsel 
          M. A. Nalewako, Secretary          GPU Service Corporation       
           GPU Service Corporation           100 Interpace Parkway
          100 Interpace Parkway              Parsippany, New Jersey  07054
          Parsippany, New Jersey  07054
                                             W. A. Boquist,II, Secretary
          J. F. Wilson, Secretary            Metropolitan Edison Company
          GPU Nuclear Corporation            P.O. Box 16001
          One Upper Pond Road                Reading, Pennsylvania  19640
          Parsippany, New Jersey  07054
                                             W. C. Matthews, Secretary
          R. S. Cohen, Secretary             Pennsylvania Electric Company
          Jersey Central Power & Light       1001 Broad Street
           Company                           Johnstown, Pennsylvania 15907
          300 Madison Avenue
          Morristown, New Jersey  07960             

          B. L. Levy, President
          Kelly A. Tomblin, Secretary
          Energy Initiatives, Inc.
          One Upper Pond Road
          Parsippany, New Jersey 07054
          _________________________________________________________________
                     (Names and addresses of agents for service)
<PAGE>






          ITEM 1.   DESCRIPTION OF PROPOSED TRANSACTIONS

               A.   GPUN, a  wholly-owned subsidiary of GPU,  was organized

          in accordance  with the  Commission's Order,  dated September  5,

          1980  (SEC  File No.  70-6443, HCA  Release  No. 21708),  for the

          purpose  of  the  safe  operation,  maintenance,  rehabilitation,

          design,  construction,  start-up  and  testing  of  all   nuclear

          generating facilities  owned by  JCP&L, Met-Ed  and Penelec  (the

          "GPU Operating Companies") and related research and development.



               B.   After obtaining the requisite  authorizations from your

          Commission,  the  Nuclear   Regulatory  Commission  ("NRC"),  the

          Pennsylvania Public  Utility  Commission ("PaPUC")  and  the  New

          Jersey Board of Public Utilities, GPUN  commenced operation on or

          about  January  1,  1982.    Since   that  time,  GPUN  has  been

          responsible  for  the  operation and  maintenance  of  Three Mile

          Island Unit No.  1 ("TMI-1") and  Oyster Creek ("OC")  generating

          units and for the clean-up of Three Mile Island Unit No. 2 ("TMI-

          2") which was  disabled in an accident on March 28, 1979, and for

          the  monitoring,   maintenance  and   preparation  for   ultimate

          decommissioning of the  Saxton Nuclear Experimental Corporation's

          nuclear facility. 



               C.   GPUN,  pursuant   to  your  Commission's   Order  dated

          September 14, 1990,   (SEC File No. 70-7720,  HCA Release No. 35-

          25149) also provides,   under  separate service agreements,  non-

          nuclear laboratory services  ("Laboratory Service Agreement"), at

          cost, to GPUSC and  the GPU Operating Companies.   The laboratory

          services  support  the  operation of  the  GPU  Operating Company

                                          1
<PAGE>






          generating  stations,  transmission and  distribution facilities,

          and other non-nuclear functions.   



               D.   GPUN now proposes to perform, as  and when requested or

          as otherwise agreed, a range  of non-nuclear technical, training,

          management  and consulting  services   ("Services")   for and  in

          support  of GPUSC,  the GPU Operating  Companies, and  for Energy

          Initiatives, Inc., ("EI").  



               E.   On April 5,  1994 GPU and  the GPU Operating  Companies

          filed an  Application on  Form U-1 docketed  in SEC File  No. 70-

          8409 proposing  to form GPU Generation Corporation ("GPUGC") as a

          wholly-owned subsidiary of  GPU and  to enter  into an  operating

          agreement whereby GPUGC would operate, maintain and rehabilitate,

          among other things, the non-nuclear  generation facilities of the

          GPU Operating Companies.  GPUN expects  and proposes that, if and

          when  that Application  is  granted and  GPUGC  is organized  and

          becomes  effective, that GPUN would also  be available to provide

          services  for and  in support  of GPUGC  under  the authorization

          requested herein.  Accordingly, for purposes of this Application,

          GPUSC, EI, GPUGC and the GPU Operating Companies are collectively

          referred to as the "GPU Companies".



               F.   The  Services are  generally described  to include  the

          following types of services: 



               1.   Plant Operations and Maintenance:

                    Providing  services,  as available,  for  scheduled and

                                          2
<PAGE>






                    non-scheduled maintenance functions for the non-nuclear

                    plants of  the  GPU Companies.     Such Services  shall

                    include,  but  not  be limited  to:  plant  operations;

                    management and supervision;  written work  instructions

                    and  planning;  craft  coordination   and  supervision;

                    estimating and scheduling; contracting  and purchasing;

                    non-nuclear     engineering     assistance;    building

                    maintenance;     grounds    maintenance;     mechanical

                    maintenance;  electrical   maintenance  and   equipment

                    maintenance.  

               2.   Plant Inspections and Risk Analysis:

                    Conducting      plant   inspections    and   performing

                    probabilistic risk  assessments of  the GPU  Companies'

                    non-nuclear  plants and plant systems including the use

                    of  robotic devices  and  techniques  to  conduct  such

                    inspections and analysis.

               3.   Plant Equipment Corrosion Control and Failure Analysis:

                    Assessing the  potential corrosion risks  and processes

                    in the  GPU  Companies' non-nuclear  plant systems  and

                    providing   recommendations   for   corrective  action;

                    investigating   system   and  equipment   failures  and

                    providing  recommendations  for corrective  action; and

                    using  ultrasonic and  other  inspection techniques  to

                    monitor  and assess  plant  systems  and equipment  for

                    possible degradation from erosion or corrosion.

               4.   Engineering and Design Services:

                    Providing technical design and engineering services for

                    the GPU Companies' non-nuclear  plant modifications and

                                          3
<PAGE>






                    for  the  resolution   of  operating  and   maintenance

                    issues.

               5.   Plant Life Extension Analysis:

                    Reviewing the GPU Companies' non-nuclear plant facility

                    structures,  systems  and  components   and  performing

                    technical  procedures   and  processes   that  may   be

                    necessary  to  extend  the useful  life  of  such plant

                    facilities. 

               6.   Project and Construction Management:

                    Providing to the GPU Companies' non-nuclear project and

                    construction  management   and  supervision;   projects

                    controls (from  project design to  project completion),

                    such   as   planning,  estimating,   cost  engineering,

                    scheduling  and  procurement;  craft  coordination  and

                    supervision;   construction   compliance   and   review

                    assistance; design and engineering  assistance; project

                    permitting; and contract  and procurement assistance in

                    connection with a  variety of projects, including,  but

                    not limited to:  construction of buildings, underground

                    piping  and  utilities,  major   concrete  foundations,

                    mechanical   piping   and   equipment,    roofing   and

                    renovations, disposal and shutdown.

               7.   Plant Modification, Design, Installation,  Evaluation &

                    Testing:

                    Providing to  the GPU  Companies guidelines,  criteria,

                    designs, drawings, material  selection, specifications,

                    and  analyses   in   support   of   non-nuclear   plant

                    modifications;  organizing,  planning  and coordinating

                                          4
<PAGE>






                    engineering project activities with regard to technical

                    adequacy,  schedule and  cost; performing  start-up and

                    test  activities  to  assure new  or  modified  plants,

                    facilities  and  systems are  systematically  tested to

                    conform with technical requirements.

               8.   Environmental Protection Services:

                    Providing to the  GPU Companies EPA  and State-required

                    environmental   sampling   and   analysis;environmental

                    impact   statements;   hazardous    waste   management;

                    bioremediation  of  petroleum  contaminated  soil;  and

                    regulatory affairs and rulemaking review assistance.

               9.   Emergency Preparedness Training and Services:

                    Providing  the  GPU  Companies  with general  emergency

                    preparedness support;  emergency preparedness  training

                    and   consultation;   and   assisting    in   emergency

                    preparedness  communications  with   state  and   local

                    government authorities.

               10.  Quality Assurance Services:

                    Providing  quality  assurance supervisory  services for

                    contractors  performing  inspections   or  construction

                    activities   at   the   GPU    Companies'   non-nuclear

                    facilities.

               11.  Training Programs:

                    Providing non-nuclear training services and programs to

                    the  GPU  Companies  such  as computer-based  training;

                    instructor   training;   management   and   supervisory

                    training; fire protection  training; facility  security

                    training;  mechanical  maintenance  training; chemistry

                                          5
<PAGE>






                    training;  electrical,  instrument &  control training;

                    safety and  environmental training; and  development of

                    Performance  Based  Training   Programs  using   GPUN's

                    Training  and  Education   Data  Base  systems   (TEDS)

                    Software System.

               12.  Plant Management Consulting and Operation Analysis:

                    Providing the GPU Companies  with situational expertise

                    and  guidance  to  aid the  management  decision-making

                    process  and   provide  assistance  and   expertise  in

                    developing  reliability  centered  maintenance programs

                    and on-line  maintenance scheduling programs.   Provide

                    job and  work process  re-engineering consultation  and

                    analysis  to  identify  potential  for improvement  of,

                    existing job and work process methods.

               13.  Industrial Safety and Hygiene Services:

                    Provide  the   GPU  Companies   with  OSHA   Compliance

                    assistance;  plant  safety analysis;  asbestos sampling

                    and  analysis; noise  surveillance  and analysis;  heat

                    stress assessment; and policy and procedure writing.

               14.  Medical Services.

                    Provide  fitness-for-duty  medical  services and  other

                    medical services related to the GPU Companies' needs to

                    comply   with  state,   federal   or   local  laws   or

                    regulations.



               G.   GPUN intends  to  enter into  a Non-Nuclear  Technical,

          Training, Management  and  Consulting  Services  Agreement  ("New

          Agreement") with  the GPU  Companies to  provide the Services  as

                                          6
<PAGE>






          they may request  in connection  with their business  operations.

          The New Agreement will be substantially in the form of Exhibit A-

          3 hereto which  is substantially  in the form  of the  Laboratory

          Service Agreement previously filed as Exhibit A-4 to SEC File No.

          70-7720, HCAR No. 35-25149.  

               Schedule I to the New Agreement also generally describes (as

          set  forth in paragraph F above)  the types of Services that GPUN

          intends to furnish to the GPU Companies.  Schedule II to  the New

          Agreement  entitled   "Determination  of  Cost  of   Service  and

          Allocation Thereof" provides  that any Services to be rendered by

          GPUN  will  be  charged  at  cost pursuant  to  the  Act  and the

          Commission's rules and regulations thereunder.   Schedule II will

          also  reflect  the practice  of  (a) charging  capital  costs for

          providing Services to the serviced  companies, if any, consistent

          with generally accepted accounting principles, and (b) billing to

          the serviced company the costs of service before they are paid by

          GPUN, which is consistent with the  practice that was approved by

          the Commission  Staff in its  letter to  GPU Service  Corporation

          dated June 3, 1982.  Such costs  will be accounted for and billed

          to  the  GPU   Companies  substantially   as  described  in   the

          Application-Declaration and Order  docketed in  SEC File No.  70-

          7720.  



               H.   The   GPU  Companies   believe   that  the   technical,

          analytical  and  related  expertise  of GPUN's  staff  (described

          generally  in  paragraph F  above)  can  be usefully  applied  in

          support of their business activities.



                                          7
<PAGE>






               I.   GPUN's provision of  the Services to the  GPU Companies

          will  not  interfere  with  GPUN's  primary  responsibilities  of

          operating and maintaining nuclear generating facilities on behalf

          of the GPU Operating Companies.  The total level of Services GPUN

          will provide under  this Application will not exceed  ten percent

          (10%)  of  the level  of  primary  nuclear services  which  it is

          currently  providing  to  or  on  behalf  of  the  GPU  Operating

          Companies.



               J.   GPUN will, on or before May  1 of each year, separately

          report  to  the   Commission  any  revenues  received   from  the

          performance of  its Services, as authorized herein, on its Annual

          Report on Form U-13-60 filed pursuant to the Act.



          ITEM 2.   FEES, COMMISSIONS AND EXPENSES.

               The estimated fees, commissions and  expenses to be incurred

          in connection with the proposed  transactions will be supplied by

          further post-effective amendment.



          ITEM 3.   APPLICABLE STATUTORY PROVISIONS.

               A.   The proposed transactions may be subject to Sections 12

          and 13(b) of the Act and Rules 87, 90 and 91 thereunder.

               B.   The   GPU   Companies   believe   that   the   proposed

          transactions are  functionally related to the  utility operations

          of the GPU System  and are necessary or appropriate in the public

          interest and, therefore, are consistent  with Section 11(b)(1) of

          the Act.



                                          8
<PAGE>






          ITEM 4.   REGULATORY APPROVAL.

               The agreement to provide engineering, advisory, construction

          and management services between GPUN and JCP&L, is subject to the

          approval of  the New  Jersey Board  of Regulatory  Commissioners.

          The agreement to  provide the Services proposed herein  to Met-Ed

          and Penelec  has heretofore been  authorized under a  PaPUC Order

          dated December 13,  1993.  No  other State or Federal  Commission

          other than your Commission has jurisdiction over the transactions

          proposed herein.



          ITEM 5.   PROCEDURE

               It is  requested that  the Commission  issue  an order  with

          respect  to  the  transactions proposed  herein  at  the earliest

          practicable date but, in any event, not later than July 15, 1994.

          It  is  further requested  that (i)  there  not be  a recommended

          decision  by  an Administrative  Law  Judge or  other responsible

          officer  of the  Commission, (ii)  the Office  of Public  Utility

          Regulation  be permitted  to  assist in  the  preparation of  the

          Commission's  decision,  and  (iii) there  be  no  waiting period

          between the issuance  of the Commission's  order and the date  on

          which it is to become effective.



          ITEM 6.   EXHIBITS AND FINANCIAL STATEMENTS.

               (a)  Exhibits:

                    A    -    None

                    B    -    Form of Services Agreement.

                    C    -    Not applicable

                    D-1  -    Petition  of  JCP&L to  New  Jersey Board  of

                                          9
<PAGE>






                              Regulatory Commissioners  -- to  be filed  by

                              Amendment.

                    D-2  -    Order  of  New  Jersey  Board  of  Regulatory

                              Commissioners -- to be filed by Amendment.

                    D-3  -    Order, dated December 13, 1993 of the PaPUC -

                              -to be filed by Amendment.

                    E    -    Not applicable

                    F-1  -    Opinion of R. S. Cohen, Esq. - to be filed by

                              Amendment.

                    F-2  -    Opinion of Ballard Spahr  Andrews & Ingersoll

                              - to be filed by Amendment.

                    F-3  -    Opinion  of Ryan, Russell,  Ogden & Seltzer -

                              to be filed by Amendment.

                    F-4  -    Opinion of M. J. Connolly, Esq. - to be filed

                              by Amendment.

                    G    -    Proposed Form of Public Notice.



               (b)  Financial Statements:

                    -    Financial Statements have been  omitted since they

                         are  not  materially   affected  by  the  proposed

                         transactions.



          ITEM 7.   INFORMATION AS TO ENVIRONMENTAL EFFECTS.

               The issuance of an order by  your Commission with respect to

          GPUN's rendering of  Non-Nuclear Technical, Training,  Management

          and  Consulting  Services to  the GPU  Companies  is not  a major

          federal action significantly  affecting the quality of  the human

          environment.

                                          10
<PAGE>






               No  federal  agency   has  prepared   or  is  preparing   an

          environmental  impact  statement  with  respect  to  the  subject

          transactions.



















































                                          11
<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  ITS  BEHALF  BY  THE

          UNDERSIGNED THEREUNTO DULY AUTHORIZED.



                                   GPU NUCLEAR CORPORATION
                                   GPU SERVICE CORPORATION
                                   JERSEY CENTRAL POWER & LIGHT COMPANY
                                   METROPOLITAN EDISON COMPANY
                                   PENNSYLVANIA ELECTRIC COMPANY


                                   By:___________________________
                                        Don W. Myers, Treasurer


                                   ENERGY INITIATIVES, INC.



                                   By:___________________________
                                        B. L. Levy, President

          Date:  May 19, 1994
<PAGE>









                            EXHIBITS TO BE FILED BY EDGAR



          Exhibits:

                    B    -    Form of Services Agreement.


                    G    -    Proposed Form of Public Notice.
<PAGE>









                                                                  Exhibit B

                               GPU NUCLEAR CORPORATION
                                 One Upper Pond Road
                             Parsippany, New Jersey 07054

                     NON-NUCLEAR TECHNICAL, TRAINING, MANAGEMENT 
                          AND CONSULTING SERVICES AGREEMENT

          To:  Jersey Central Power & Light Company

               GPU  Nuclear Corporation  ("GPUNC")  is  a company  engaged,

          among other things, in rendering  to safe operation, maintenance,

          rehabilitation, design, construction, start-up and testing of all

          nuclear generating  facilities owned  by Jersey  Central Power  &

          Light Company  ("JCP&L"); Metropolitan Edison  Company ("Met-Ed")

          and Pennsylvania Electric  Company ("Penelec") (collectively  the

          "GPU Operating  Companies") and  in providing  the GPU  Operating

          Companies and GPU Service Corporation ("GPUSC") (collectively the

          GPU  Operating  Companies  and  GPUSC  are  referred  to  as  the

          "Associate  Companies")  with   certain  non-nuclear   laboratory

          services.   In addition  to these  services, GPUN  now offers  to

          provide  additional  non-nuclear services  as  described and  set

          forth herein.  

               The organization, conduct  of business,  and method of  cost

          allocation of  GPUNC are  designed  to meet  the requirements  of

          Section 13 under the  Public Utility Holding Company Act  of 1935

          ("PUHCA") and the rules and regulations promulgated thereunder to

          the end that  services performed by GPUNC for Associate Companies

          will be rendered to them at cost, fairly and equitably allocated.



               Services will be rendered by GPUNC upon receipt from time to

          time  of specific or  general requests therefore  or as otherwise

          agreed upon.  Such requests or  agreements may always be modified
<PAGE>






          or  cancelled  by   the  serviced  company  at   its  discretion.

          Accordingly, the parties hereto agree as follows:



               1.   GPUNC agrees to furnish to  JCP&L and its subsidiaries,

          including  those  to   be  formed  or  acquired  in   the  future

          (collectively and individually  referred to  as "You"), upon  the

          terms  and  conditions herein  set  forth, such  of  the services

          described in Schedule I ("Services") hereto  as You may from time

          to time request  or as we may  otherwise agree.  GPUNC  will also

          furnish,  if available, such services  which are not described in

          Schedule I but  which are generally  related to such Services  as

          You may request.

               2.   If  you  so  request, GPUNC  will  act  as Your  agent,

          attorney-in-fact  and representative to sign such instruments and

          to do  such things  as You  may from  time to  time authorize  in

          connection with the Services to be furnished hereunder.

               3.   GPUNC has and will maintain  an experienced and trained

          staff  in order to enable it  to render the Services described in

          Schedule I hereto.  In addition to the services of its own staff,

          GPUNC will, after  consultation with You concerning  the Services

          to be rendered pursuant to Your  request, arrange for services of

          non-affiliated experts and consultants.

               4.   All of the Services rendered  under this agreement will

          be at the actual  cost thereof, and  paid in accordance with  the

          provisions set  forth in paragraph 5 hereof,  direct charges will

          be  made  for  services where  a  direct  allocation  of cost  is

          possible.    The  methods  of  determining  such  costs  and  the

          allocation thereof are  set forth in  Schedule II hereto.   These

                                          15
<PAGE>






          methods are reviewed  periodically as  deemed appropriate to  You

          and GPUNC.   Such  methods may be  modified or  changed by  GPUNC

          without the necessity of an amendment to this agreement, provided

          that in each instance all services  rendered hereunder will be at

          the  actual cost thereof, fairly and equitable allocated, and all

          in  accordance with  the  requirements of  PUHCA  and the  rules,

          regulations  and  orders  promulgated thereunder.    You  will be

          advised  from  time  to time  of  any  material  changes in  such

          methods.

               5.   Bills will be rendered as soon as practicable after the

          close  of each  month and  will be  payable within ten  (10) days

          after receipt.  If, however, GPUNC  so requests, You will provide

          it  with funds sufficiently  in advance to  enable it to  pay the

          actual  costs  of the  Services  provided  You  hereunder.   This

          agreement may be terminated at any time by either party giving at

          least  thirty  (30) days'  written notice  to  the other  of such

          termination as at the end of any month.

               6.   This  agreement  will  be  subject  to  termination  of

          modification at any time if and to the extent its performance may

          conflict with any federal or state law or any rule, regulation or

          order of  a federal or state regulatory body having jurisdiction.

          This agreement  will be  subject to  approval of  any federal  or

          state











                                          16
<PAGE>






          regulatory body  whose approval  is a  legal prerequisite to  its

          execution and delivery or performance.

                                        GPU NUCLEAR CORPORATION



                                        By:______________________
                                           P. R. Clark, President

          Accepted as of ______________, 1994

          JERSEY CENTRAL POWER & LIGHT COMPANY


          By:___________________________
             D. P. Baldassari, President






































                                          17
<PAGE>






                                      SCHEDULE I

           Description of Non-Nuclear Technical, Training, Management and 
                    Consulting Services which are available from 
                               GPU NUCLEAR CORPORATION

               The   Non-Nuclear   Technical,   Training,  Management   and

          Consulting  Services  include,  but  are   not  limited  to,  the

          following types of services:

               1.   Plant Operations and Maintenance:

                    Providing  services, as  available,  for scheduled  and

                    non-scheduled maintenance functions for the non-nuclear

                    plants  of the  GPU Companies.     Such  Services shall

                    include,  but  not  be  limited to:  plant  operations;

                    management and supervision;  written work  instructions

                    and  planning;  craft  coordination   and  supervision;

                    estimating and scheduling; contracting  and purchasing;

                    non-nuclear     engineering    assistance;     building

                    maintenance;     grounds     maintenance;    mechanical

                    maintenance;  electrical   maintenance  and   equipment

                    maintenance.  

               2.   Plant Inspections and Risk Analysis:

                    Conducting      plant   inspections    and   performing

                    probabilistic risk  assessments of  the GPU  Companies'

                    non-nuclear plants  and plant systems including the use

                    of  robotic  devices  and techniques  to  conduct  such

                    inspections and analysis.

               3.   Plant Equipment Corrosion Control and Failure Analysis:

                    Assessing the  potential corrosion risks  and processes

                    in  the GPU  Companies'  non-nuclear plant  systems and

                    providing   recommendations   for   corrective  action;

                    investigating   system   and  equipment   failures  and
<PAGE>






                    providing  recommendations  for corrective  action; and

                    using  ultrasonic and  other  inspection techniques  to

                    monitor  and assess  plant  systems  and equipment  for

                    possible degradation from erosion or corrosion.

               4.   Engineering and Design Services:

                    Providing technical design and engineering services for

                    the GPU Companies' non-nuclear  plant modifications and

                    for the resolution of operating and maintenance issues.

               5.   Plant Life Extension Analysis:

                    Reviewing the GPU Companies' non-nuclear plant facility

                    structures,  systems  and  components   and  performing

                    technical  procedures   and  processes   that  may   be

                    necessary  to  extend  the useful  life  of  such plant

                    facilities. 

               6.   Project and Construction Management:

                    Providing to the GPU Companies' non-nuclear project and

                    construction  management   and  supervision;   projects

                    controls (from  project design to  project completion),

                    such   as   planning,  estimating,   cost  engineering,

                    scheduling  and  procurement;  craft  coordination  and

                    supervision;   construction   compliance   and   review

                    assistance; design and engineering  assistance; project

                    permitting; and contract  and procurement assistance in

                    connection with  a variety of projects,  including, but

                    not limited to:  construction of buildings, underground

                    piping  and  utilities,  major   concrete  foundations,

                    mechanical   piping   and   equipment,    roofing   and

                    renovations, disposal and shutdown.

                                          2
<PAGE>






               7.   Plant Modification, Design, Installation,  Evaluation &

                    Testing:

                    Providing to  the GPU  Companies guidelines,  criteria,

                    designs, drawings, material  selection, specifications,

                    and   analyses   in   support  of   non-nuclear   plant

                    modifications;  organizing,  planning  and coordinating

                    engineering project activities with regard to technical

                    adequacy,  schedule and  cost; performing  start-up and

                    test  activities  to  assure new  or  modified  plants,

                    facilities  and  systems are  systematically  tested to

                    conform with technical requirements.

               8.   Environmental Protection Services:

                    Providing to  the GPU Companies  EPA and State-required

                    environmental   sampling   and   analysis;environmental

                    impact   statements;   hazardous    waste   management;

                    bioremediation  of  petroleum  contaminated  soil;  and

                    regulatory affairs and rulemaking review assistance.























                                          3
<PAGE>






               9.   Emergency Preparedness Training and Services:

                    Providing  the  GPU  Companies with  general  emergency

                    preparedness support;  emergency preparedness  training

                    and   consultation   and    assisting   in    emergency

                    preparedness  communications  with   state  and   local

                    government authorities.

               10.  Quality Assurance Services:

                    Providing  quality  assurance supervisory  services for

                    contractors  performing  inspections   or  construction

                    activities   at   the   GPU    Companies'   non-nuclear

                    facilities.

               11.  Training Programs:

                    Providing non-nuclear training services and programs to

                    the  GPU  Companies  such as  computer-based  training;

                    instructor   training;   management   and   supervisory

                    training; fire protection  training; facility  security

                    training;  mechanical  maintenance  training; chemistry

                    training;  electrical,  instrument &  control training;

                    safety and environmental  training; and development  of

                    Performance  Based  Training   Programs  using   GPUN's

                    Training  and   Education  Data  Base   systems  (TEDS)

                    Software System.

               12.  Plant Management Consulting and Operation Analysis:

                    Providing the GPU Companies with situational  expertise

                    and  guidance  to  aid  the management  decision-making

                    process  and   provide  assistance  and   expertise  in

                    developing  reliability  centered  maintenance programs

                    and on-line maintenance  scheduling programs.   Provide

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<PAGE>






                    job and  work process  re-engineering consultation  and

                    analysis  to  identify  potential  for  improvement  of

                    existing job and work process methods.

               13.  Industrial Safety and Hygiene Services:

                    Provide   the  GPU   Companies  with   OSHA  Compliance

                    assistance;  plant  safety analysis;  asbestos sampling

                    and  analysis;  noise surveillance  and  analysis; heat

                    stress assessment; and policy and procedure writing.

               14.  Medical Services.

                    Provide  fitness-for-duty  medical  services and  other

                    medical services related to the GPU Companies' needs to

                    comply  with   state,   federal  or   local   laws   or

                    regulations.































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<PAGE>






                                     SCHEDULE II

                           Determination of Cost of Service
                                and Allocation Thereof


               Cost of service  will be determined  in accordance with  the

          Public Utility  Holding  Company  Act  of  1935  and  the  rules,

          regulations and  orders promulgated thereunder,  and will include

          all costs associated with the Services incurred by GPUNC.

               Records  will  be  maintained and  periodically  reviewed by

          GPUNC in order  to accumulate and charge the actual  costs of the

          Services.    These costs  will  include  wages  and  salaries  of

          employees  and  related  expenses,  such   as  insurance,  taxes,

          pensions  and  other  employee welfare  benefits,  and  all other

          related  costs  including  general  administration  expenses  and

          capital   charges,  if  any,  properly  amortized  and  equitably

          allocated.  

               Charges  for  the  Services  will  be  determined  from  the

          timesheets of  employees (other  than some  secretaries, clerical

          and similar employees, the cost of whose services will be treated

          as a part of general administrative expenses).  

               Charges  for  the  Services  rendered  and  related employee

          expenses  and  costs  and non-personnel  expenses  (e.g.,  use of

          automotive equipment)  will be  billed directly  to the  serviced

          companies, either  individually or,  when the  Services performed

          are for a group of companies, by means of an equitable allocation

          formula.

               Out-of-pocket  expenses which are  incurred for the serviced

          companies will  be billed at  cost.  Such  expense may be  billed

          either upon the  receipt by GPUNC  of invoices for such  expenses

          and  before  their payment  by GPUNC  or  after their  payment by
<PAGE>






          GPUNC.  Charges  for non-personnel expenses,  such as for use  of

          automobiles, will normally be computed on  the basis of costs per

          hour or per mile.

               Capital charges, if  any, will  be billed,  as incurred,  in

          accordance with generally accepted accounting principles,  to the

          serviced company by means of an equitable allocation formula.













































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<PAGE>









                                                                  EXHIBIT G



          Securities and Exchange Commission
          Release No.               :  70-     )

          GENERAL PUBLIC UTILITIES CORPORATION, et al 

               Notice of Proposed  provision of  services to affiliates  by
               GPU Nuclear Corporation. 


          General  Public  Utilities  Corporation  ("GPU")  100   Interpace
          Parkway,  Parsippany, New  Jersey  07054,  a  registered  holding
          company, GPU Nuclear  Corporation ("GPUN")  One Upper Pond  Road,
          Parsippany,  New  Jersey  07054,  Jersey  Central Power  &  Light
          Company ("JCP&L") 300  Madison Avenue,  Morristown, N.J.   07960,
          Metropolitan Edison  Company ("Met-Ed") P.O. Box  16001, Reading,
          Pa.  19640, Pennsylvania Electric  Company ("Penelec") 1001 Broad
          Street,  Johnstown, Pa.   15907, (JCP&L,  Met-Ed and  Penelec are
          collectively referred to  as the "GPU Operating  Companies"), GPU
          Service Corporation ("GPUSC") 100 Interpace Parkway,  Parsippany,
          N.J.  07054, and  Energy Initiatives, Inc. ("EI") One  Upper Pond
          Road, Parsippany, New Jersey  07054, wholly-owned subsidiaries of
          GPU  (collectively  the  "Applicants"),  and  to  GPU  Generation
          Corporation ("GPUGC"),  if  and  when  organized  and  effective,
          (GPUSC,  EI,   GPUGC  and   the  GPU   Operating  Companies   are
          collectively referred to  as the "GPU Companies"),  have filed an
          application  with the Commission  under Sections 12  and 13(b) of
          the Public Utility Holding Company Act  of 1935 ("Act") and Rules
          87, 90 and 91 thereunder.

          By  order  dated  September   5,  1980  (HCAR  No.   21708),  the
          Commission,  among  other  things,  authorized GPUN  to  operate,
          maintain, rehabilitate, design, construct, start  up and test the
          nuclear generation facilities  owned by the GPU Subsidiaries.  By
          order  dated  September   14,  1990  (HCAR  No.   35-25149),  the
          Commission further authorized GPUN to perform certain  laboratory
          services  to  support  the GPU  Operating  Companies  non-nuclear
          activities.

          The Applicants' now propose that GPUN be authorized to provide to
          the GPU Companies non-nuclear technical, training, management and
          consulting services ("Services").  The proposed Services include:

               1.   Plant Operations and Maintenance:
                    Providing  services, as  available,  for scheduled  and
                    non-scheduled  maintenance  functions  for  non-nuclear
                    plants.    Such  Services  shall  include, but  not  be
                    limited   to:   plant   operations;    management   and
                    supervision;  written  work instructions  and planning;
                    craft  coordination  and  supervision;  estimating  and
                    scheduling;  contracting  and  purchasing;  non-nuclear
                    engineering assistance;  building maintenance;  grounds
                    maintenance;    mechanical   maintenance;    electrical
                    maintenance and equipment maintenance.  
<PAGE>






               2.   Plant Inspections and Risk Analysis:
                    Conducting      plant   inspections    and   performing
                    probabilistic  risk  assessments of  non-nuclear plants
                    and plant systems including the  use of robotic devices
                    and  techniques   to  conduct   such  inspections   and
                    analysis.
               3.   Plant Equipment Corrosion Control and Failure Analysis:
                    Assessing the  potential corrosion risks  and processes
                    in    non-nuclear    plant   systems    and   providing
                    recommendations  for  corrective  action; investigating
                    system   and   equipment    failures   and    providing
                    recommendations  for  corrective   action;  and   using
                    ultrasonic and other  inspection techniques to  monitor
                    and  assess  plant systems  and equipment  for possible
                    degradation from erosion or corrosion.
               4.   Engineering and Design Services:
                    Providing technical design and engineering services for
                    non-nuclear plant modifications  and for the resolution
                    of operating and maintenance issues.
               5.   Plant Life Extension Analysis:
                    Reviewing   non-nuclear   plant   facility  structures,
                    systems   and   components  and   performing  technical
                    procedures  and  processes  that  may  be necessary  to
                    extend the useful life of such plant facilities. 
               6.   Project and Construction Management:
                    Providing   non-nuclear   project    and   construction
                    management  and  supervision;  projects controls  (from
                    project  design   to  project   completion),  such   as
                    planning, estimating, cost engineering,  scheduling and
                    procurement;   craft   coordination   and  supervision;
                    construction compliance and  review assistance;  design
                    and  engineering  assistance;  project permitting;  and
                    contract and procurement  assistance in connection with
                    a variety of  projects, including, but not  limited to:
                    construction  of  buildings,  underground   piping  and
                    utilities,  major   concrete  foundations,   mechanical
                    piping and equipment, roofing and renovations, disposal
                    and shutdown.
               7.   Plant Modification, Design, Installation,  Evaluation &
                    Testing:
                    Providing  guidelines,  criteria,   designs,  drawings,
                    material  selection,  specifications,  and analyses  in
                    support of non-nuclear plant modifications; organizing,
                    planning   and    coordinating   engineering    project
                    activities with regard  to technical adequacy, schedule
                    and cost;  performing start-up and  test activities  to
                    assure new  or modified plants, facilities  and systems
                    are  systematically tested  to  conform with  technical
                    requirements.
               8.   Environmental Protection Services:
                    Providing EPA and State-required environmental sampling
                    and analysis;environmental impact statements; hazardous
                    waste   management;    bioremediation   of    petroleum
                    contaminated   soil;   and   regulatory   affairs   and
                    rulemaking review assistance.

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<PAGE>






               9.   Emergency Preparedness Training and Services:
                    Providing  general   emergency  preparedness   support;
                    emergency  preparedness  training and  consultation and
                    assisting in emergency preparedness communications with
                    state and local government authorities.
               10.  Quality Assurance Services:
                    Providing  quality  assurance supervisory  services for
                    contractors  performing  inspections   or  construction
                    activities at the non-nuclear facilities.
               11.  Training Programs:
                    Providing  non-nuclear  training services  and programs
                    such as computer-based  training; instructor  training;
                    management  and  supervisory training;  fire protection
                    training;   facility   security   training;  mechanical
                    maintenance training;  chemistry training;  electrical,
                    instrument & control training; safety and environmental
                    training; and development of Performance Based Training
                    Programs using GPUN's Training and Education Data  Base
                    systems (TEDS) Software System.
               12.  Plant Management Consulting and Operation Analysis:
                    Provide situational expertise  and guidance to aid  the
                    management   decision-making   process    and   provide
                    assistance  and  expertise  in  developing  reliability
                    centered maintenance programs  and on-line  maintenance
                    scheduling programs.  Provide job  and work process re-
                    engineering  consultation  and  analysis   to  identify
                    potential  for  improvement of  existing  job and  work
                    process methods.
               13.  Industrial Safety and Hygiene Services:
                    Provide  OSHA  Compliance   assistance;  plant   safety
                    analysis;   asbestos   sampling  and   analysis;  noise
                    surveillance and analysis; heat stress assessment;  and
                    policy and procedure writing.
               14.  Medical Services.
                    Provide  fitness-for-duty  medical  services and  other
                    medical services related to the GPU Companies' needs to
                    comply  with   state,   federal  or   local   laws   or
                    regulations.

               GPUN will  perform such services at cost  in accordance with
          Rules 90 and 91 under the Act and will separately report annually
          to the  Commission any  revenues received  from such  services on
          Form U-13-60.

               The application  is available for public  inspection through
          the Commission's Office of Public  Reference.  Interested persons
          wishing to comment or request a hearing should submit their views
          in writing to the Secretary,  Securities and Exchange Commission,
          Washington, D. C. 20549,  and serve a copy  on the applicants  at
          the address specified above.  Proof  of Service (by affidavit or,
          in  the case of  an attorney  at law,  by certificate)  should be
          filed with the request.  Any request for a hearing shall identify
          specifically  the issues  of fact  or law that  are disputed.   A
          person  who  so requests  will  be  notified of  any  hearing, if
          ordered, and will receive a copy of any notice or order issued in

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<PAGE>






          this matter.  After said date, the  application as filed or as it
          may be amended, may be granted and permitted to become effective.

               For   the  Commission,   by   the  Division   of  Investment
          Management, pursuant to delegated authority.

                                        Secretary

















































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