GPU NUCLEAR CORP
U-13-60, 1995-05-01
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                                  Form U-13-60
                     Mutual and Subsidiary Service Companies
                            Revised February 7, 1980


                                  ANNUAL REPORT


                                 FOR THE PERIOD


         Beginning   January 1, 1994   and Ending   December 31, 1994  


                                     TO THE


                     U.S. SECURITIES AND EXCHANGE COMMISSION


                                       OF


                       GPU NUCLEAR CORPORATION                          
                        (Exact Name of Reporting Company)


 A                          Subsidiary                   Service Company
                    ("Mutual" or "Subsidiary")


 Date  of Incorporation  September  11,  1980  If  not  Incorporated,  Date  of
 Organization       

 State or Sovereign Power under which Incorporated or Organized    New Jersey  


                                                              1 Upper Pond Road
 Location of  Principal Executive  Offices of  Reporting Co.   Parsippany, NJ  
 07054


 Name, title, and  address of  officer to whom  correspondence concerning  this
 report should be addressed:

                                                         1 Upper Pond Road
 P. E. Maricondo   V.P. Admin. and Finance & Comptroller  Parsippany, NJ 07054 

     (Name)                       (Title)                      (Address)


 Name of Principal Holding  Company Whose Subsidiaries are served  by Reporting
 Company:


                       GENERAL PUBLIC UTILITIES CORPORATION                    
<PAGE>


                                                                          1
                      INSTRUCTIONS FOR USE OF FORM U-13-60

      1.  Time of Filing.--Rule 94 provides that on or before the first  day of
 May  in each  calendar year, each  mutual service company  and each subsidiary
 service company as to which the Commission shall have made a favorable finding
 pursuant to Rule 88, and every  service company whose application for approval
 or declaration pursuant  to Rule 88 is pending shall  file with the Commission
 an annual report on Form  U-13-60 and in accordance with the  Instructions for
 that form.

      2.   Number of Copies.--Each annual  report shall be filed  in duplicate.
 The  company should prepare and retain  at least one extra  copy for itself in
 case correspondence with reference to the report become necessary.

      3.   Period Covered  by Report.--The  first report filed  by any  company
 shall  cover the  period from  the  date the  Uniform System  of Accounts  was
 required to be made  effective as to that company under Rules 82 and 93 to the
 end of that calendar year.  Subsequent reports should cover a calendar year.

      4.  Report Format.--Reports  shall be submitted on the  forms prepared by
 the  Commission.    If  the  space provided  on  any  sheet  of  such  form is
 inadequate, additional sheets may be  inserted of the same size as  a sheet of
 the form or folded to such size.

      5.  Money  Amounts Displayed.--All money amounts required  to be shown in
 financial  statements may  be  expressed in  whole  dollars, in  thousands  of
 dollars or  in hundred  thousands of  dollars, as  appropriate and subject  to
 provisions of Regulation S-X (S210.3-01(b)).

      6.    Deficits  Displayed.--Deficits  and  other  like  entries  shall be
 indicated  by the use of  either brackets or  a parenthesis with corresponding
 reference in footnotes.  (Regulation S-X, S210.3-01(c))

      7.   Major Amendments or  Corrections.--Any company desiring  to amend or
 correct a major omission or error in a report after it has been filed with the
 Commission  shall  submit  an  amended  report  including  only  those  pages,
 schedules,  and entries that are  to be amended or  corrected.  A cover letter
 shall be submitted requesting the Commission to incorporate the amended report
 changes and shall be signed by a duly authorized officer of the company.

      8.    Definitions.--Definitions  contained  in Instruction  01-8  to  the
 Uniform System of Accounts for Mutual Service Companies and Subsidiary Service
 Companies, Public Utility  Holding Company Act of 1935, as amended February 2,
 1979 shall  be applicable to words or terms used specifically within this Form
 U-13-60.

      9.   Organization  Chart.--The service  company  shall submit  with  each
 annual report a copy of its current organization chart.

     10.   Methods of Allocation.--The  service company shall  submit with each
 annual report a listing of the currently effective methods of allocation being
 used  by the  service company  and on  file with  the Securities  and Exchange
 Commission pursuant to the Public Utility Holding Company Act of 1935.

     11.   Annual  Statement of  Compensation for  Use of  Capital Billed.--The
 service company  shall submit with  each annual  report a copy  of the  annual
 statement  supplied to  each  associate company  in support  of the  amount of
 compensation for use of capital billed during the calendar year.
<PAGE>


                                                                       2

                                                                              

     LISTING OF SCHEDULES AND ANALYSIS OF ACCOUNTS                    Page
                                                                      Number
                                                                              


     Description of Schedules and Accounts            Schedule or Account
                                                              Number    

 COMPARATIVE BALANCE SHEET                        Schedule I           4-5

   SERVICE COMPANY PROPERTY                       Schedule II          6-7
   ACCUMULATED PROVISION FOR DEPRECIATION
   AND AMORTIZATION OF SERVICE COMPANY PROPERTY   Schedule III          8

   INVESTMENTS                                    Schedule IV           9
   ACCOUNTS RECEIVABLE FROM ASSOCIATE
   COMPANIES                                      Schedule V           10

   FUEL STOCK EXPENSES UNDISTRIBUTED              Schedule VI          11
   STORES EXPENSE UNDISTRIBUTED                   Schedule VII         12

   MISCELLANEOUS CURRENT AND ACCRUED ASSETS       Schedule VIII        13
   MISCELLANEOUS DEFERRED DEBITS                  Schedule IX          14

   RESEARCH, DEVELOPMENT, OR DEMONSTRATION
   EXPENDITURES                                   Schedule X           15
   PROPRIETARY CAPITAL                            Schedule XI          16

   LONG-TERM DEBT                                 Schedule XII         17
   CURRENT AND ACCRUED LIABILITIES                Schedule XIII        18

   NOTES TO FINANCIAL STATEMENTS                  Schedule XIV         19
 COMPARATIVE INCOME STATEMENT                     Schedule XV          20

   ANALYSIS OF BILLING - ASSOCIATE COMPANIES      Account 457          21  
   ANALYSIS OF BILLING - NONASSOCIATE COMPANIES   Account 458          22

   ANALYSIS OF CHARGES FOR SERVICE - ASSOCIATE
   AND NONASSOCIATE COMPANIES                     Schedule XVI         23
   SCHEDULE OF EXPENSE BY DEPARTMENT OR
   SERVICE FUNCTION                               Schedule XVII       24-25

   DEPARTMENTAL ANALYSIS OF SALARIES              Account 920          26
   OUTSIDE SERVICES EMPLOYED                      Account 923          27

   EMPLOYEE PENSIONS AND BENEFITS                 Account 926          28
   GENERAL ADVERTISING EXPENSES                   Account 930.1        29

   MISCELLANEOUS GENERAL EXPENSES                 Account 930.2        30
   RENTS                                          Account 931          31

   TAXES OTHER THAN INCOME TAXES                  Account 408          32
   DONATIONS                                      Account 426.1        33

   OTHER DEDUCTIONS                               Account 426.5        34
   NOTES TO STATEMENT OF INCOME                   Schedule XVIII       35
<PAGE>


                                                                              
<PAGE>


                                                                           3
                                                                              


 LISTING OF INSTRUCTIONAL FILING REQUIREMENTS                         Page
                                                                     Number
                                                                              


 Description of Reports or Statements
                                                                              


 ORGANIZATION CHART                                                    36




 METHODS OF ALLOCATION                                                 37




 ANNUAL STATEMENT OF COMPENSATION FOR USE                              38
 OF CAPITAL BILLED




 VENTURE DISCLOSURES                                                   39




 FINANCIAL DATA SCHEDULE - FILED VIA EDGAR


 NOTE:  Dollar figures in this report are shown in thousands unless otherwise
        noted.
<PAGE>


<TABLE>
                                                                 4
                      ANNUAL REPORT OF  GPU NUCLEAR CORPORATION   
                                                                                     

                         SCHEDULE I - COMPARATIVE BALANCE SHEET

 Give balance sheet of the Company as of December 31 of the current and prior year.
<CAPTION>                                                                                     
 ACCOUNT            ASSETS AND OTHER DEBITS                   AS OF DECEMBER 31
                                                           CURRENT       PRIOR   
      SERVICE COMPANY PROPERTY
 <S>    <C>                                               <C>          <C>
 101    Service company property  (Schedule II)           $    37      $    37
 107    Construction work in progress  (Schedule II)            -            -
            Total Property                                     37           37

 108    Less accumulated provision for depreciation
        and amortization of service company
        property                    (Schedule III)              -            -

            Net Service Company Property                       37           37

      INVESTMENTS

 123    Investments in associate companies (Schedule IV)        -            -
 124    Other investments                  (Schedule IV)      270          220
            Total Investments                                 270          220

      CURRENT AND ACCRUED ASSETS

 131    Cash                                                    -            -
 134    Special deposits                                      395          604
 135    Working funds                                          58           57
 136    Temporary cash investments  (Schedule IV)               -            -
 141    Notes receivable                                        -            -
 143    Accounts receivable                                 1 270          882
 144    Accumulated provision for uncollectible
        accounts                                                -            -
 146    Accounts receivable from associate
        companies                   (Schedule V)           49 863       47 253
 152    Fuel stock expenses undistributed (Schedule VI)         -            -
 154    Materials and supplies                                  -            -
 163    Stores expense undistributed (Schedule VII)             -            -
 165    Prepayments                                           352          422
 174    Miscellaneous current and accrued
        assets                       (Schedule VIII)            -            -
            Total Current and Accrued Assets               51 938       49 218

      DEFERRED DEBITS

 181    Unamortized debt expense                                -            -
 184    Clearing accounts                                      89           40
 186    Miscellaneous deferred debits (Schedule IX)           755          513
 188    Research, development, or demonstration
        expenditures                  (Schedule X)              -            -
 190    Accumulated deferred income taxes                  25 187       17 455
            Total Deferred Debits                          26 031       18 008
                                                                                
            TOTAL ASSETS AND OTHER DEBITS                 $78 276      $67 483
</TABLE>                                                                      
<PAGE>


<TABLE>
                                                                            5
                      ANNUAL REPORT OF  GPU NUCLEAR CORPORATION   


                                                                                     

                         SCHEDULE I - COMPARATIVE BALANCE SHEET

<CAPTION>                                                                                     

 ACCOUNT            LIABILITIES AND PROPRIETARY CAPITAL     AS OF DECEMBER 31        
                                                           CURRENT       PRIOR   
      PROPRIETARY CAPITAL
 <S>    <C>                                               <C>          <C>
 201    Common stock issued  (Schedule XI)                $    50      $    50
 211    Miscellaneous paid-in-capital (Schedule XI)             -            -
 215    Appropriated retained earnings (Schedule XI)            -            -
 216    Unappropriated retained earnings (Schedule XI)          -            -
            Total Proprietary Capital                          50           50

      LONG-TERM DEBT

 223    Advances from associate companies (Schedule XII)        -            -
 224    Other long-term debt  (Schedule XII)                    -            -
 225    Unamortized premium on long-term debt                   -            -
 226    Unamortized discount on long-term debt-debit            -            -
            Total Long-term Debt                                -            -

      CURRENT AND ACCRUED LIABILITIES

 231    Notes payable                                           -            -
 232    Accounts payable                                   30 892       41 621
 233    Notes payable to associate
        companies                  (Schedule XIII)              -            -
 234    Accounts payable to associate
        companies                  (Schedule XIII)            836          248
 236    Taxes accrued                                       1 605       (1 311)
 237    Interest accrued                                        2          428
 238    Dividends declared                                      -            -
 241    Tax collections payable                             1 201          344
 242    Miscellaneous current and accrued
        liabilities                (Schedule XIII)         18 890       16 759
            Total Current and Accrued Liabilities          53 426       58 089

      DEFERRED CREDITS

 253    Other deferred credits                             24 204        8 871
 255    Accumulated deferred investment tax credits             -            -
            Total Deferred Credits                         24 204        8 871

 282  ACCUMULATED DEFERRED INCOME TAXES                       596          473

            TOTAL LIABILITIES AND PROPRIETARY                                 
            CAPITAL                                       $78 276      $67 483
</TABLE>



                                                                           
<PAGE>
<TABLE>

                                                                       6
                      ANNUAL REPORT OF  GPU NUCLEAR CORPORATION   

                          For the Year Ended December 31, 1994

                                                                                     

                         SCHEDULE II - SERVICE COMPANY PROPERTY
<CAPTION>                                                                                     
                           BALANCE AT             RETIREMENTS   OTHER     BALANCE AT
                           BEGINNING   ADDITIONS      OR       CHANGES 1/  CLOSE OF
      DESCRIPTION           OF YEAR                  SALES                   YEAR    

 SERVICE COMPANY PROPERTY

 Account
 <S>  <C>                   <C>           <C>         <C>        <C>         <C>
 301  ORGANIZATION          $    37       $  -        $  -       $  -        $ 37

 303  MISCELLANEOUS
      INTANGIBLE PLANT

 304  LAND AND LAND RIGHT

 305  STRUCTURES AND
      IMPROVEMENTS

 306  LEASEHOLD
      IMPROVEMENTS

 307  EQUIPMENT 2/

 308  OFFICE FURNITURE
      AND EQUIPMENT

 309  AUTOMOBILES, OTHER
      VEHICLES AND
      RELATED GARAGE
      EQUIPMENT

 310  AIRCRAFT AND
      AIRPORT EQUIPMENT

 311  OTHER SERVICE
      COMPANY PROPERTY 3/                                                         

        SUB-TOTAL               37           -            -          -          37 

 107  CONSTRUCTION WORK
      IN PROGRESS 4/

                                                                                     
         TOTAL              $   37       $   -        $   -      $   -       $  37 

                                                                                  
<FN>
 1/             PROVIDE AN EXPLANATION OF THOSE CHANGES CONSIDERED MATERIAL:

                                                                                  
<PAGE>


                                                                           7
                             SCHEDULE II - CONTINUED


                                                                              


 2/ SUBACCOUNTS  ARE REQUIRED FOR  EACH CLASS OF EQUIPMENT  OWNED.  THE SERVICE
    COMPANY SHALL PROVIDE A LISTING BY SUBACCOUNT OF EQUIPMENT ADDITIONS DURING
    THE YEAR AND THE BALANCE AT THE CLOSE OF THE YEAR:
                                                                              

                                                                    BALANCE AT
                    SUBACCOUNT DESCRIPTION              ADDITIONS    CLOSE OF
                                                                       YEAR    


    N/A























                                                                          
                                            TOTAL      $  -        $  -   

                                                                              

                                                                 

 3/  DESCRIBE OTHER SERVICE COMPANY PROPERTY:

         N/A

                                                                              


 4/  DESCRIBE CONSTRUCTION WORK IN PROGRESS:

         N/A
</FN>
</TABLE>                                                                   
<PAGE>


<TABLE>
                                                                                          8
                              ANNUAL REPORT OF  GPU NUCLEAR CORPORATION   

                                  For the Year Ended December 31, 1994

                                                                                           

                                          SCHEDULE III
                           ACCUMULATED PROVISION FOR DEPRECIATION AND
                            AMORTIZATION OF SERVICE COMPANY PROPERTY
<CAPTION>                                                                                           
                             BALANCE AT  ADDITIONS                                BALANCE
                             BEGINNING    CHARGED                 OTHER CHANGES   CLOSE OF
        DESCRIPTION           OF YEAR       TO       RETIREMENTS  ADD (DEDUCT)1/   YEAR
                                        ACCOUNT 403                                        

   Account
   <S>  <C>
   301  ORGANIZATION                                                                     

   303  MISCELLANEOUS
        INTANGIBLE PLANT

   304  LAND AND LAND RIGHTS

   305  STRUCTURES AND
        IMPROVEMENTS

   306  LEASEHOLD
        IMPROVEMENTS

   307  EQUIPMENT

   308  OFFICE FURNITURE
        AND FIXTURES

   309  AUTOMOBILES, OTHER
        VEHICLES AND
        RELATED GARAGE
        EQUIPMENT

   310  AIRCRAFT AND
        AIRPORT EQUIPMENT

   311  OTHER SERVICE
        COMPANY PROPERTY



                                                                                           
<FN>
     1/  PROVIDE AN EXPLANATION OF THOSE CHANGES CONSIDERED MATERIAL:

         N/A
</FN>
</TABLE>
                                                                           
<PAGE>


                                                                       9
                    ANNUAL REPORT OF GPU NUCLEAR CORPORATION

                      For the Year Ended December 31, 1994

                                                                               


                            SCHEDULE IV - INVESTMENTS
                                                                               


 INSTRUCTIONS:   Complete the following schedule concerning investments.

                 Under Account 124, "Other Investments",  state each investment
                 separately, with description, including,  the name of  issuing
                 company, number of shares or principal amount, etc.

                 Under  Account 136,  "Temporary  Cash Investments",  list each
                 investment separately.
                                                                               

                                                     BALANCE AT   BALANCE AT
          D E S C R I P T I O N                      BEGINNING     CLOSE OF
                                                      OF YEAR        YEAR      



 ACCOUNT 123 - INVESTMENT IN ASSOCIATE COMPANIES


               NONE




 ACCOUNT 124 - OTHER INVESTMENTS


      CO. OWNED LIFE INSURANCE -                      $   220      $   270
        CASH SURRENDER VALUE








 ACCOUNT 136 - TEMPORARY CASH INVESTMENTS


                                                           -            -



                                                                         
                                       TOTAL          $  220       $  270

                                                                              
<PAGE>
<PAGE>


                                                                          10
                    ANNUAL REPORT OF GPU NUCLEAR CORPORATION

                      For the Year Ended December 31, 1994

                                                                              


            SCHEDULE V - ACCOUNTS RECEIVABLE FROM ASSOCIATE COMPANIES
                                                                              


 INSTRUCTIONS:  Complete  the  following schedule  listing  accounts receivable
                from  each associate  company.   Where the service  company has
                provided  accommodation or  convenience payments  for associate
                companies,  a  separate  listing  of total  payments  for  each
                associate company by subaccount should be provided.
                                                                              

                                                        BALANCE AT   BALANCE AT
              D E S C R I P T I O N                     BEGINNING     CLOSE OF
                                                         OF YEAR         YEAR  


 ACCOUNT 146 - ACCOUNTS RECEIVABLE FROM ASSOCIATE
               COMPANIES

               METROPOLITAN EDISON COMPANY             $ 9 541     $ 13 522

               PENNSYLVANIA ELECTRIC COMPANY             4 875        6 928

               JERSEY CENTRAL POWER & LIGHT COMPANY     32 837       29 413












                                                                           
                                       TOTAL           $47 253     $ 49 863
                                                                               


 ANALYSIS OF CONVENIENCE OR ACCOMMODATION PAYMENTS:                 TOTAL
                                                                   PAYMENTS

               NONE






                                                                            
                                          TOTAL PAYMENTS                -   
<PAGE>


                                                                              
<PAGE>


                                                                          11
                    ANNUAL REPORT OF GPU NUCLEAR CORPORATION

                      For the Year Ended December 31, 1994

                                                                               


                 SCHEDULE VI - FUEL STOCK EXPENSES UNDISTRIBUTED
                                                                              


 INSTRUCTIONS:   Report the amount of labor and expenses incurred with  respect
                 to  fuel stock  expenses during  the year and  indicate amount
                 attributable  to each  associate company.   Under  the section
                 headed "Summary" listed  below give an  overall report of  the
                 fuel functions performed by the service company.
                                                                              


          D E S C R I P T I O N                   LABOR     EXPENSES     TOTAL
                                                                               


 ACCOUNT 152 - FUEL STOCK EXPENSES UNDISTRIBUTED


               NONE


















                                                                           
                                       TOTAL        -          -        -  

                                                                              


 SUMMARY:



                                                                              
<PAGE>


                                                                          12
                    ANNUAL REPORT OF GPU NUCLEAR CORPORATION

                      For the Year Ended December 31, 1994

                                                                              


                   SCHEDULE VII - STORES EXPENSE UNDISTRIBUTED
                                                                              


 INSTRUCTIONS:  Report the  amount of labor and expenses  incurred with respect
                to  stores   expense  during  the  year   and  indicate  amount
                attributable to each associate company.
                                                                              


          D E S C R I P T I O N                   LABOR      EXPENSES    TOTAL

                                                                              


 ACCOUNT 163 - STORES EXPENSE UNDISTRIBUTED       $ 6 353    $ 2 408    $ 8 761







 JERSEY CENTRAL POWER & LIGHT CO.            (3 890)         (1 400)    ( 5 290)

 METROPOLITAN EDISON CO.                     (1 642)         (  672)   ( 2  314)

 PENNSYLVANIA ELECTRIC CO.                   (  821)         (  336)   ( 1  157)















 NOTE: Stores expenses are billed back to the
       associated companies in the month incurred.
<PAGE>



                                                                              

                                        TOTAL     $  -       $  -        $  -  

                                                                               
<PAGE>


                                                                          13
                    ANNUAL REPORT OF GPU NUCLEAR CORPORATION

                      For the Year Ended December 31, 1994

                                                                              


                                  SCHEDULE VIII

                    MISCELLANEOUS CURRENT AND ACCRUED ASSETS
                                                                              


 INSTRUCTIONS:  Provide  detail  of items  in this  account.   Items  less than
                $10,000 may be  grouped, showing  the number of  items in  each
                group.
                                                                              

                                                        BALANCE AT   BALANCE AT
          D E S C R I P T I O N                         BEGINNING     CLOSE OF
                                                         OF YEAR         YEAR  


 ACCOUNT 174 - MISCELLANEOUS CURRENT AND ACCRUED
               ASSETS


               NONE





























                                                                          
                                               TOTAL     -             -  
<PAGE>


                                                                               
<PAGE>


                                                                          14
                    ANNUAL REPORT OF GPU NUCLEAR CORPORATION

                      For the Year Ended December 31, 1994

                                                                               

                   SCHEDULE IX - MISCELLANEOUS DEFERRED DEBITS
                                                                               

 INSTRUCTIONS:  Provide  detail  of items  in this  account.   Items  less than
                $10,000 may be grouped by class  showing the number of items in
                each class.
                                                                               
                                                      BALANCE AT   BALANCE AT
           D E S C R I P T I O N                      BEGINNING     CLOSE OF
                                                        OF YEAR        YEAR    

 ACCOUNT 186 - MISCELLANEOUS DEFERRED DEBITS


      Payments made to vendors which
      will be distributed to various
      expense accounts in subsequent                    $  178       $  360
      months.

      Employee Stock Plan                                  335          395


























                                                                           
                                             TOTAL      $  513       $  755

                                                                              
<PAGE>


                                                                          15
                    ANNUAL REPORT OF GPU NUCLEAR CORPORATION

                      For the Year Ended December 31, 1994

                                                                              


                                   SCHEDULE X

               RESEARCH, DEVELOPMENT OR DEMONSTRATION EXPENDITURES

                                                                              


 INSTRUCTIONS:   Provide a  description of each material research, development,
                 or demonstration  project which incurred costs  by the service
                 corporation during the year.
                                                                              


          D E S C R I P T I O N                            AMOUNT
                                                                              


 ACCOUNT 188-RESEARCH, DEVELOPMENT, OR DEMONSTRATION
             EXPENDITURES

       ALWR Program Support                              $    303

       B&W Owners Group Activities                            259

       Hydrogen Water Chemistry (OCNGS)                        87

       Seismic Qual. Equipment                                  3

       EPRI - Steam Gen. Reliability Program                    4

       Neutron Fluence Determination                           96

       PSU Fuel Management                                     23

       Jersey Central Power & Light Company                (  674)

       Metropolitan Edison Company                         (   67)

       Pennsylvania Electric Company                       (   34)
  




   NOTE:   Research and development expenses are
           billed back to the associate companies
           in the month incurred.


                                                                 
                                      TOTAL              $   -   
                                                                              
<PAGE>
<PAGE>

<TABLE>
                                                                                                                 16
                                      ANNUAL REPORT OF GPU NUCLEAR CORPORATION

                                        For the Year Ended December 31, 1994
<CAPTION>
                                                                                                                   
                                          SCHEDULE XI - PROPRIETARY CAPITAL                                        
                                                NUMBER OF        PAR OR STATED
 ACCOUNT NUMBER        CLASS OF STOCK             SHARES             VALUE             OUTSTANDING CLOSE OF PERIOD 
                                                AUTHORIZED         PER SHARE          NO. OF SHARES    TOTAL AMOUNT
      201           COMMON STOCK ISSUED           2,500               $20*              2,500             $50      
    INSTRUCTIONS:  Classify amounts in each account with brief explanation, disclosing the general nature of
                   transactions which gave rise to the reported amounts.
                                                                                                                   
          D E S C R I P T I O N                                                                      AMOUNT        
 <S>                                                                                                  <C>
 ACCOUNT 211 - MISCELLANEOUS PAID-IN CAPITAL                                                          NONE

 ACCOUNT 215 - APPROPRIATED RETAINED EARNINGS                                                         NONE

                                                                                                          
                                                                                          TOTAL        -  
                                                                                                                   

 INSTRUCTIONS:     Give particulars concerning net income or (loss) during the year, distinguishing between
                   compensation for the use of capital owed or net loss remaining from servicing nonassociates per
                   the General Instructions of the Uniform System of Accounts.  For dividends paid during the year
                   in cash or otherwise, provide rate percentage, amount of dividend, date declared and date paid.
<CAPTION>
                                                                                                                   
                                                              BALANCE AT     NET INCOME                  BALANCE AT
          D E S C R I P T I O N                                BEGINNING         OR        DIVIDENDS      CLOSE OF
                                                               OF YEAR         (LOSS)        PAID           YEAR   
 <S>							       <C>	     <C>	   <C>           <C>                 
 ACCOUNT 216 - UNAPPROPRIATED RETAINED EARNINGS

                   NONE


                                                                                                                  
                                                    TOTAL           -                                          -  

 * In Whole Dollars
</TABLE>
<PAGE>

<TABLE>
                                                                                                                    17
                                           ANNUAL REPORT OF GPU NUCLEAR CORPORATION

                                             For the Year Ended December 31, 1994


                                                                                                                            
                                                 SCHEDULE XII- LONG-TERM DEBT                                               
<CAPTION>
  INSTRUCTIONS:     Advances  from associate companies should  be reported separately for advances  on notes, and advances on
                    open account.   Names of associate companies from which  advances were received shall be shown  under the
                    class and  series of  obligation column.   For Account  224 - Other  long term  debt provide the  name of
                    creditor company  or organization,  terms of the  obligation, date  of maturity,  interest rate, and  the
                    amount authorized and outstanding.
                                                                                                                            
                                   TERMS OF OBLIG   DATE                       BALANCE AT                         BALANCE AT
        NAME OF CREDITOR           CLASS & SERIES    OF    INTEREST  AMOUNT    BEGINNING                       1/   CLOSE
                                    OF OBLIGATION  MATURITY  RATE   AUTHORIZED  OF YEAR      ADDITIONS DEDUCTIONS   OF YEAR
 <S>                                                                           <C>                                 <C>         
 ACCOUNT 223 -  ADVANCES FROM ASSOCIATE
                COMPANIES:

                NONE


 ACCOUNT 224 -  OTHER LONG-TERM DEBT:

                NONE



                                                                                                                            
      
                                                                    TOTAL         -                                   -   
                                                                                                                            
<FN>
 1/  GIVE AN EXPLANATION OF DEDUCTIONS:  
</FN>
</TABLE>                                                                   
<PAGE>


                                                                         18
                    ANNUAL REPORT OF GPU NUCLEAR CORPORATION

                      For the Year Ended December 31, 1994

                                                                               


                 SCHEDULE XIII - CURRENT AND ACCRUED LIABILITIES
                                                                               


 INSTRUCTIONS:   Provide  balance  of  notes   and  accounts  payable  to  each
                 associate   company.     Give   description   and  amount   of
                 miscellaneous  current  and accrued  liabilities.   Items less
                 than  $10,000 may be grouped,  showing the number  of items in
                 each group.
                                                                               

                                                         BALANCE  AT    BALANCE
 AT
          D E S C R I P T I O N                          BEGINNING     CLOSE OF
                                                          OF YEAR        YEAR  


 ACCOUNT 233 - NOTES PAYABLE TO ASSOCIATE COMPANIES

               NONE
                                                                            
                                               TOTAL         -           -  

                                                                              


 ACCOUNT 234 - ACCOUNTS PAYABLE TO ASSOCIATE
               COMPANIES

               GPU SERVICE CORPORATION                   $  247      $  835
               GPU CORPORATION                                1           1



                                                                           
                                               TOTAL     $   248     $  836

                                                                               


 ACCOUNT 242  - MISCELLANEOUS CURRENT AND ACCRUED
                 LIABILITIES
 ACCRUALS     -  OFFICERS DEFERRED COMPENSATION          $ 1 027     $ 1 272
              -  INSURANCE                                 2 258         908
              -  VACATION PAY                             11 074      10 857
              -  SICK PAY                                  1 404       1 416
              -  BONUS PAY/INCENTIVE COMPENSATION*           881       4 217
              -  SEVERANCE PAY*                              115         219
              -  OTHER ACCRUED LIABILITIES                                 1
                                                                            
                                               TOTAL     $16 759     $18 890
                                                                               
<PAGE>


      * CERTAIN RECLASSIFICATIONS OF PRIOR YEARS DATA HAVE BEEN MADE TO CONFORM
         WITH THE CURRENT PRESENTATION.
<PAGE>


                                                                          19
                    ANNUAL REPORT OF GPU NUCLEAR CORPORATION

                      For the Year Ended December 31, 1994

                                                                              


                                  SCHEDULE XIV

                          NOTES TO FINANCIAL STATEMENTS
                                                                              


 INSTRUCTIONS:  The space below  is provided for important  notes regarding the
                financial  statements   or  any   account  thereof.     Furnish
                particulars   as  to  any   significant  contingent  assets  or
                liabilities existing at the end of the year.  Notes relating to
                financial  statements shown  elsewhere  in this  report may  be
                indicated here by reference.
                                                                              


       NONE




































                                                                              

<PAGE>


                                                                            20
                  ANNUAL REPORT OF  GPU NUCLEAR CORPORATION   

                      For the Year Ended December 31, 1994

                                                                              


                                   SCHEDULE XV

                               STATEMENT OF INCOME
                                                                              


 ACCOUNT            D E S C R I P T I O N           CURRENT YEAR     PRIOR YEAR
                                                                              


   INCOME

 457   Services rendered to associate companies       $444 355        $421 802
 458   Services rendered to nonassociate
       companies                                            95               5
 421   Miscellaneous income or loss                        242             463

                          Total Income                 444 692         422 270


   EXPENSE

 920   Salaries and wages                              126 861         124 464
 921   Office supplies and expenses                     97 626          95 983
 922   Administrative expense transferred -
       credit                                            2 384         ( 1 651)
 923   Outside services employed                       128 239         138 783
 924   Property insurance                                   63              44
 925   Injuries and damages                              1 417           1 398
 926   Employee pensions and benefits                   57 251          34 467
 928   Regulatory commission expense                         -               -
 930.1 General advertising expenses                          -               -
 930.2 Miscellaneous general expenses                   10 444          11 497
 931   Rents                                             9 229           9 969
 932   Maintenance of structures and equipment               -               -
 403   Depreciation and amortization expense                 -               -
 408   Taxes other than income taxes                    10 198           9 755
 409   Income taxes                                      6 437           2 417
 410   Provision for deferred income taxes              13 276           3 933
 411   Provision for deferred income taxes -
       credit                                          (19 567)        (10 077)
 411.5 Investment tax credit                                 -               -
 426.1 Donations                                           162             209
 426.5 Other deductions                                    468             713
 427   Interest on long-term debt                            -               -
 430   Interest on debt to associate
       companies                                             -               -
 431   Other interest expense                              204             366

             Total Expense                             444 692         422 270


             Net Income or (Loss)                     $      -        $      -
<PAGE>


                                                                              




                                                                     21
                  ANNUAL REPORT OF  GPU NUCLEAR CORPORATION   

                      For the Year Ended December 31, 1994

                                                                              


                               ANALYSIS OF BILLING

                               ASSOCIATE COMPANIES
                                   ACCOUNT 457
                                                                              

                                DIRECT       INDIRECT   COMPENSATION  TOTAL
                                 COSTS        COSTS       FOR USE     AMOUNT
 NAME OF ASSOCIATE COMPANY      CHARGED      CHARGED     OF CAPITAL   BILLED
                                 457-1        457-2        457-3             

 NUCLEAR RELATED ACTIVITIES

 GPU SERVICE CORPORATION        $    325     $     -                 $    325

 JERSEY CENTRAL POWER
  & LIGHT COMPANY                276 740      30 690                  307 430

 METROPOLITAN EDISON COMPANY      75 045      11 310                   86 355

 PENNSYLVANIA ELECTRIC COMPANY    38 027       5 657                   43 684

 SAXTON NUCLEAR EXP. CORP.         3 608         141                    3 749

     SUBTOTAL                    393 745      47 798                  441 543




 NON-NUCLEAR RELATED ACTIVITIES

 JERSEY CENTRAL POWER
  & LIGHT COMPANY                    356          94                      450

 METROPOLITAN EDISON COMPANY         488         130                      618

 PENNSYLVANIA ELECTRIC COMPANY     1 375         369                    1 744

     SUBTOTAL                      2 219         593                    2 812










                                                                             
                     TOTAL      $395 964     $48 391       -         $444 355

                                                                              

<PAGE>



<TABLE>
                                                                                   22
                                 ANNUAL REPORT OF  GPU NUCLEAR CORPORATION   

                                     For the Year Ended December 31, 1994

                                                                          

                                              ANALYSIS OF BILLING
                                            NONASSOCIATE COMPANIES
                                                  ACCOUNT 458

<CAPTION>                                                                                                             

                                         DIRECT     INDIRECT   COMPENSATION              EXCESS
                                          COSTS      COSTS     FOR USE         TOTAL       OR          TOTAL
 NAME OF NONASSOCIATE COMPANY            CHARGED    CHARGED     OF CAPITAL     COST      DEFICIENCY    AMOUNT
                                         458-1      458-2      458-3                     458-4        BILLED
 <S>                                      <C>       <C>          <C>            <C>        <C>         <C>
 * U.S. Department of Energy              $15       $ -           -             $15        $12         $27

 * Fitzpatrick Station
    (NY Power Authority)                   19         -           -              19          6          25

 * Gilbert Associates-Entergy              17         1           -              18          4          22

 * Fort St. Vrain Project                  12         -           -              12         (1)         11

 * Sandia Laboratories 
    (Rocky Flats)                           3         1           -               4          4           8

 * S. Cohen & Associates                    2         -           -               2          -           2

 * Gilbert Commonwealth                     -         -           -               -          -           -
    (Naval Facility)
                                                                                                          
                                          
                                          $68       $ 2           -             $70        $25         $95

                                                                                                              
<FN>
 INSTRUCTION:  Provide a brief description of the services rendered to each nonassociated company:
                                                                                                             
 *  See Description of project on page 39
</FN>
</TABLE>

<PAGE>

<TABLE>
                                                                                                                            23


                                                        ANNUAL REPORT OF  GPU NUCLEAR CORPORATION   

                                                           For the Year Ended December 31, 1994

                                                                        SCHEDULE XVI
                                                              ANALYSIS OF CHARGES FOR SERVICE
                                                            ASSOCIATE AND NONASSOCIATE COMPANIES
<CAPTION>
                                             ASSOCIATE COMPANY CHARGES  NONASSOCIATE COMPANY CHARGES   TOTAL CHARGES FOR SERVICE
                                             DIRECT    INDIRECT            DIRECT  INDIRECT           DIRECT     INDIRECT
       DESCRIPTION OF ITEMS                   COST       COST    TOTAL      COST     COST     TOTAL    COST        COST    TOTAL 
<S>    <C>                                 <C>       <C>       <C>          <C>     <C>       <C>  <C>         <C>       <C>
920    SALARIES AND WAGES                  $112 631  $14 176   $126 807     $37     $17       $54  $112 668    $14 193   $126 861
921    OFFICE SUPPLIES AND EXPENSES          90 126    7 486     97 612      14                14    90 140      7 486     97 626
922    ADMINISTRATIVE EXPENSE TRANSFERRED-
         CREDIT                                 894    1 490      2 384                         -       894      1 490      2 384
923    OUTSIDE SERVICES EMPLOYED            106 921   21 318    128 239                         -   106 921     21 318    128 239
924    PROPERTY INSURANCE                        11       52         63                         -        11         52         63
925    INJURIES AND DAMAGES                   1 288      129      1 417                         -     1 288        129      1 417
926    EMPLOYEE PENSIONS AND BENEFITS        54 652    2 599     57 251                         -    54 652      2 599     57 251
928    REGULATORY COMMISSION EXPENSE              -        -          -                                   -          -          -
930.1  GENERAL ADVERTISING EXPENSES               -        -          -                         -         -          -          -
930.2  MISCELLANEOUS GENERAL EXPENSES        10 392       50     10 442       -       2         2    10 392         52     10 444
931    RENTS                                  9 095      134      9 229                         -     9 095        134      9 229
932    MAINTENANCE OF STRUCTURES AND
         EQUIPMENT                                -        -          -                                   -          -          -
403    DEPRECIATION AND AMORTIZATION         
        EXPENSE                                   -        -          -                                   -          -          -
408    TAXES OTHER THAN INCOME TAXES          9 311      887     10 198                         -     9 311        887     10 198
409    INCOME TAXES                               -    6 437      6 437                         -         -      6 437      6 437
410    PROVISION FOR DEFERRED INCOME TAXES        -   13 276     13 276                         -         -     13 276     13 276
411    PROVISION FOR DEFERRED INCOME TAXES                                
         - CREDIT                                 -  (19 567)   (19 567)                        -         -    (19 567)   (19 567)
411.5  INVESTMENT TAX CREDIT                      -         -         -                         -         -          -          -
426.1  DONATIONS                                159         3       162                         -       159          3        162
426.5  OTHER DEDUCTIONS                         415        53       468                         -       415         53        468
427    INTEREST ON LONG-TERM DEBT                 -         -         -                         -         -          -          -
430    INTEREST ON DEBT TO ASSOCIATE
         COMPANIES                                -         -         -                         -         -          -          -
431    OTHER INTEREST EXPENSE                    22       182       204                         -        22        182        204

                                                   
INSTRUCTION: Total cost of service will equal
             for associate and nonassociate
             companies the total amount billed
             under their separate analysis of
             billing schedules.
                                                                                                                                
                        TOTAL EXPENSES  =   395 917    48 705   444 622      51     19         70   395 968     48 724    444 692
 COMPENSATION FOR USE OF EQUITY CAPITAL =                                                                                        
 430    INTEREST ON DEBT TO ASSOCIATE
                             COMPANIES  =                                                                                        
                 TOTAL COST OF SERVICE  =  $395 917  $ 48 705  $444 622     $51     19        $70  $395 968    $48 724   $444 692
</TABLE>
<PAGE>
<TABLE>


                                                                                                 24

                                     ANNUAL REPORT OF  GPU NUCLEAR CORPORATION     

                                       For the Year Ended December 31, 1994
                                                                                              
                                                  SCHEDULE XVII
                                        SCHEDULE OF EXPENSE DISTRIBUTION
                                                         BY
                                          DEPARTMENT OR SERVICE FUNCTION                      
                            D E P A R T M E N T  OR  S E R V I C E  F U N C T I O N
<CAPTION>
                                              TOTAL              OFFICE OF  OYSTER THREE MILE 
 D E S C R I P T I O N  O F  I T E M S        AMOUNT   OVERHEAD  PRESIDENT  CREEK   ISLAND      
 <S>    <C>                                  <C>        <C>       <C>      <C>       <C>
 920    SALARIES AND WAGES                   $126 861   $14 193   $ 2 130  $27 458   $21 259      
 921    OFFICE SUPPLIES AND EXPENSES           97 626     7 486       211   13 787     5 721      
 922    ADMINISTRATIVE EXPENSE  TRANSFERRED -
          CREDIT                                2 384     1 490         -      (39)      (67)
 923    OUTSIDE SERVICES EMPLOYED             128 239    21 318       665   10 090     2 919 
 924    PROPERTY INSURANCE                         63        52         -        -         -
 925    INJURIES AND DAMAGES                    1 417       129        21      283       258
 926    EMPLOYEE PENSIONS AND BENEFITS         57 251     2 599       638    7 081     6 442
 928    REGULATORY COMMISSION EXPENSE               -         -         -        -         -
 930.1  GENERAL ADVERTISING EXPENSE                 -         -         -        -         -
 930.2  MISCELLANEOUS GENERAL EXPENSES         10 444        52     1 270       30         3
 931    RENTS                                   9 229       134         -      489       140
 932    MAINTENANCE OF STRUCTURES AND
          EQUIPMENT                                 -         -         -        -         -
 403    DEPRECIATION AND AMORTIZATION
          EXPENSE                                   -         -         -        -         -
 408    TAXES OTHER THAN INCOME TAXES          10 198       887       145    1 958     1 786
 409    INCOME TAXES                            6 437     6 437         -        -         -
 410    PROVISION FOR DEFERRED INCOME TAXES    13 276    13 276         -        -         -
 411    PROVISION FOR DEFERRED INCOME TAXES
          - CREDIT                            (19 567)  (19 567)        -        -         -
 411.5  INVESTMENT TAX CREDIT                       -         -         -        -         -
 426.1  DONATIONS                                 162         3         -        -         1
 426.5  OTHER DEDUCTIONS                          468        53         -        -         -
 427    INTEREST ON LONG-TERM DEBT                  -         -         -        -         -
 430    INTEREST ON DEBT TO ASSOCIATE
          COMPANIES                                 -         -         -        -         - 
 431    OTHER INTEREST EXPENSE                    204       182         -        -         -
                                              
 INSTRUCTION: Indicate each department or
              service function. (See Instruc-
              tion 01-3 General Structure of
              Accounting System: Uniform
              System Account)                
                                                                                                                   
                      TOTAL EXPENSES =       444 692    $48 724   $ 5 080  $61 137   $38 462
</TABLE>
<PAGE>

<TABLE>
                                                                            25

                  ANNUAL REPORT OF  GPU NUCLEAR CORPORATION   

                      For the Year Ended December 31, 1994
                                                                                                            
                                SCHEDULE XVII
                       SCHEDULE OF EXPENSE DISTRIBUTION
                                       BY
                      DEPARTMENT OR SERVICE FUNCTION                             
                   D E P A R T M E N T  OR  S E R V I C E  F U N C T I O N
<CAPTION>
 ACCOUNT  TECHNICAL    NUCLEAR   COMMUN-    ADMIN &   CORPORATE        CORPORATE
 NUMBER   FUNCTIONS   ASSURANCE  CATIONS    FINANCE    SERVICES        SECRETARY 
 <S>       <C>         <C>        <C>        <C>          <C>           <C>
 920       $ 22 247    $19 099    $1 094     $ 1 948      $15 928       $1 505
 921         22 578      4 301       569      30 705       11 215        1 053
 922            924        (29)        -         118            7          (20)
 923         39 527      6 355       134       3 367       43 634          230
 924              -         11         -           -            -            -
 925            274        227        13           7          186           19
 926          6 935      5 875       339      21 278        5 513          551
 928              -          -         -           -            -            -
 930.1            -          -         -           -            -            -
 930.2          117        179         8           -        8 785            -
 931            130         67         3       2 531        5 314          421
 932              -          -         -           -            -            -
 403              -          -         -           -            -            -
 408          1 899      1 573        87         439        1 292          132
 409              -          -         -           -            -            -
 410              -          -         -           -            -            -
 411              -          -         -           -            -            -
 411.5            -          -         -           -            -            -
 426.1            -          -       141          16            1            -
 426.5                       1       332          82            -            -
 427              -          -         -           -            -            -
 430              -          -         -           -            -            -
 431              -          -         -          22            -            -
                                                                                 
 TOTAL     $ 94 631    $37 659    $2 720     $60 513      $91 875       $3 891    
</TABLE>
<PAGE>
<TABLE>

                                                                             26
                         ANNUAL REPORT OF  GPU NUCLEAR CORPORATION  

                            For the Year Ended December 31, 1994

                                                                                     

                              DEPARTMENTAL ANALYSIS OF SALARIES

                                         ACCOUNT 920
<CAPTION>                                                                                          
                                          DEPARTMENTAL SALARY EXPENSE             NUMBER
 NAME OF DEPARTMENT                            INCLUDED IN AMOUNTS BILLED TO     PERSONNEL
 Indicate each department         TOTAL     PARENT      OTHER           NON       END OF
 or service function.             AMOUNT    COMPANY   ASSOCIATES     ASSOCIATES    YEAR   
 <S>                             <C>                   <C>             <C>           <C>
 Office of the President         $  4 553              $ 4 553                        65

 Oyster Creek                      27 500               27 500                       412

 Three Mile Island                 21 368               21 368                       474

 Technical Functions               23 921               23 921                       406

 Nuclear Assurance                 21 207               21 207                       318

 Communications                     1 332                1 316          16            27

 Administration & Finance           6 333                6 295          38           121

 Corporate Services                18 081               18 081                       271

 Corporate Secretary                2 566                2 566                        68
                                                                                        
                    TOTAL        $126 861             $126 807       $  54         2 162
</TABLE>





















                                                                          
<PAGE>
<TABLE>

                                                                            27
                       ANNUAL REPORT OF GPU NUCLEAR CORPORATION

                         For the Year Ended December 31, 1994

                                                                                     

                               OUTSIDE SERVICES EMPLOYED   
                                      ACCOUNT 923
                                                                                     
<CAPTION>
 INSTRUCTIONS:  Provide  a breakdown by  subaccount of outside  services employed. If
                the aggregate amounts paid  to any one payee and included  within one
                subaccount is less than $25,000, only the aggregate number and amount
                of all such payments included within the subaccount need be shown.
                Provide a subtotal for each type of service.
                                                                                    
                                                                RELATIONSHIP
                                                                "A"=ASSOCIATE
   FROM WHOM PURCHASED             ADDRESS                      "NA"- NON      AMOUNT
                                                                ASSOCIATE            
 <S>                           <C>                                  <C>     <C>
 Auditing

 Coopers & Lybrand             1251 Avenue of the Americas           NA     $     55
                               New York, NY  10020
                Subtotal                                                          55


 Legal

 Levin & Hluchan, P.C.         1200 Laurel Oak Road                  NA          120
                               Suite 100
                               Voorhees, NJ  08043

 Shaw, Pittman, Potts          1800 M Street                         NA          134
  & Trowbridge                 Washington, DC  20036

 Stevens & Lee                 607 Washington Street                 NA           53
                               PO Box 679
                               Reading, PA  19603-0679

 Winston & Strawn              1400 L Street N.W.                    NA           64
                               Washington, DC  20005-3502


 14 Firms (Less than $25,000)                                        NA           81


                Subtotal                                                         452
</TABLE>







<PAGE>
<TABLE>

                                                                            27A
                       ANNUAL REPORT OF GPU NUCLEAR CORPORATION

                         For the Year Ended December 31, 1994

                                                                                     

                               OUTSIDE SERVICES EMPLOYED   
                                      ACCOUNT 923
                                                                                     
<CAPTION>
 INSTRUCTIONS:  Provide  a breakdown by  subaccount of outside  services employed. If
                the aggregate amounts paid  to any one payee and included  within one
                subaccount is less than $25,000, only the aggregate number and amount
                of all  such paymentsincluded  within the  subaccount need  be shown.
                Provide a subtotal for each type of service.
                                                                                     
                                                                RELATIONSHIP
                                                                "A"=ASSOCIATE
 FROM WHOM PURCHASED               ADDRESS                      "NA"- NON      AMOUNT
                                                                ASSOCIATE            
 <S>                           <C>                                   <C>         <C>
 Engineering

 Andres V. DuBouchet           9 Meadowlark Lane                     NA          136
                               East Brusnwick, NJ  08816

 Anchor/Darling Valve Company  PO Box 7870                           NA           39
                               Philadelphia, PA  19101

 Atomic Energy of Canada, LMTD Chalk River Nuclear Labs              NA           44
                               Chalk River Ontario Canada K01J0

 B&W Fuel Co.                  399 Park Avenue                       NA          135
                               New York, NY  10043

 B&W Nuclear Service Co.       3315 Old Forest Road                  NA          643
                               Lynchburg, VA  24506-0935

 Bechtel Power Corporation     15740 Shady Grove Road                NA           46
                               Gaithersburg, MD 20877

 Burns and Roe, Inc.           550 Kinder Kamack Rd.                 NA          113
                               Oradell, NJ  07649
</TABLE>











   
<PAGE>

<TABLE>
                                                                            27B
                       ANNUAL REPORT OF GPU NUCLEAR CORPORATION

                         For the Year Ended December 31, 1994

                                                                                     

                               OUTSIDE SERVICES EMPLOYED   
                                      ACCOUNT 923
                                                                                     
<CAPTION>
 INSTRUCTIONS:  Provide a breakdown by subaccount of outside services employed.  If
                the aggregate amounts paid to any one payee and included within one
                subaccount is less than $25,000, only the aggregate number and amount
                of all such payments included within the subaccount need be shown.
                Provide a subtotal for each type of service.
                                                                                    
                                                                RELATIONSHIP
                                                                "A"=ASSOCIATE
   FROM WHOM PURCHASED             ADDRESS                      "NA"- NON      AMOUNT
                                                                ASSOCIATE            
 <S>                           <C>                                   <C>         <C>
 Engineering (Continued)

 EQE Engineering Consultants   44 Montgomery Street                  NA          427
                               Suite 3200
                               San Francisco, CA  94104

 Freeze Seal Engineering Inc.  PO Box 522                            NA          108
                               New Castle, DE  19720

 Gilbert/Commonwealth, Inc.    P.O. Box 13704                        NA        1 224
                               Philadelphia, PA  19101

 H. L. Yoh Co.                 147 Columbia Turnpike                 NA           53
                               P.O. Box 482
                               Florham Park, NJ  07932

 IMC International, Inc.       200 James Place                       NA          124
                               Suite 307 Volpe Building
                               Monroeville, PA  15146

 John R. Saunders              447 Lovell Court                      NA           27
                               Hummelstown, PA  17036

 JWM Technical Services,       626 Deerhead Lake Drive
  Inc.                         Forked River, NJ  08731               NA           45

 Les Engineering               7804 Tick Neck Road                   NA           69
  Services, Inc.               Pasadena, MD  21122


 McKeon-Grano Associates       39 Hudson Street                      NA          121
                               Court House Towers
                               Hackensack, NJ  07601


</TABLE>            
<PAGE>
<TABLE>

                                                                            27C
                       ANNUAL REPORT OF GPU NUCLEAR CORPORATION

                         For the Year Ended December 31, 1994

                                                                                     

                               OUTSIDE SERVICES EMPLOYED   
                                      ACCOUNT 923
<CAPTION>                                                                                     

 INSTRUCTIONS:  Provide a breakdown by subaccount of outside services employed.  If
                the aggregate amounts paid to any one payee and included within one
                subaccount is less than $25,000, only the aggregate number and amount
                of all such payments included within the subaccount need be shown.
                Provide a subtotal for each type of service.
                                                                                     
                                                                RELATIONSHIP
                                                                "A"=ASSOCIATE
   FROM WHOM PURCHASED             ADDRESS                      "NA"- NON      AMOUNT
                                                                ASSOCIATE            
 <S>                           <C>                                  <C>           <C>
 Engineering (Continued)

 Micro Systems Group, Inc.     1105 Berkshire Blvd.                  NA           30
                               Wyommissing, PA  19610-1242


 MPR Associates, Inc.          1050 Connecticut Ave. N.W.            NA        1 174
                               Washington, D.C.  20036

 Pennsylvania State            5 Old Main Building                   NA          182
  University                   University Park, PA  16802

 Sanders & Thomas              P.O. Box 459                          NA           41
                               11 Robinson Street
                               Pottstown, PA  19464

 SMS Engineering Services      116 Harbor Circle                     NA          251
                               Freehold, NJ  07728

 TLG Engineering               Route 67                              NA           70
                               Box 237
                               Bridgewater, CT  06752

 Tower Performance, Inc.       387 Passaic Avenue                    NA          124
                               Fairfield, NJ  07006

 TTI Engineering               333 Providence Highway                NA          208
                               Norwood, MA  02062

 URS Consultants, Inc.         100 California Street                 NA           72
                               San Francisco, CA  94111-4529




</TABLE>            
<PAGE>

<TABLE>
                                                                            27D
                       ANNUAL REPORT OF GPU NUCLEAR CORPORATION

                         For the Year Ended December 31, 1994

                                                                                     

                               OUTSIDE SERVICES EMPLOYED   
                                      ACCOUNT 923
                                                                                     

 INSTRUCTIONS:  Provide a breakdown by subaccount of outside services employed.  If
                the aggregate amounts paid to any one payee and included within one
                subaccount is less than $25,000, only the aggregate number and amount
                of all such payments included within the subaccount need be shown.
                Provide a subtotal for each type of service.
<CAPTION>                                                                                     
                                                                RELATIONSHIP
                                                                "A"=ASSOCIATE
   FROM WHOM PURCHASED             ADDRESS                      "NA"- NON      AMOUNT
                                                                ASSOCIATE            
 <S>                           <C>                                  <C>          <C>
 Engineering (Continued)

 Vectra Technologies, Inc.     1010 South 336th Street               NA          267
                               Federal Way, WV  98003

 W. L. Sherman, Inc.           400 N. Bridge Street                  NA          407
                               Somerville, NJ  08876

 Westinghouse Electric Corp.   875 Greentree Road                    NA          737
                               Pittsburgh, PA  15220

 35 Others (Under $25,000)                                           NA          198

                Subtotal                                                       7 115






















</TABLE>           
<PAGE>

<TABLE>
                                                                            27E
                       ANNUAL REPORT OF GPU NUCLEAR CORPORATION

                         For the Year Ended December 31, 1994

                                                                                     

                               OUTSIDE SERVICES EMPLOYED   
                                      ACCOUNT 923
                                                                                     

 INSTRUCTIONS:  Provide a breakdown by subaccount of outside services employed.  If
                the aggregate amounts paid to any one payee and included within one
                subaccount is less than $25,000, only the aggregate number and amount
                of all such payments included within the subaccount need be shown.
                Provide a subtotal for each type of service.
<CAPTION>                                                                                    
                                                                RELATIONSHIP
                                                                "A"=ASSOCIATE
   FROM WHOM PURCHASED             ADDRESS                      "NA"- NON    AMOUNT
                                                                ASSOCIATE            
 <S>                           <C>                                   <C>         <C>
 Other Professional/Outside Services
 Abel Personnel Agency         Suite 211, The Point                  NA          101
                               Harrisburg, PA  17111

 Advanced Engineering          PO Box 775307                         NA           31
  Services                     Steamboat Springs, CO  80477

 Acuri Association, Inc.       820 North University Drive            NA           39
                               University Park, PA  16802

 Aea O'Donnell, Inc.           241 Curly Hollow Road                 NA           25
                               Pittsburgh, PA  15236

 American Consulting Services  P.O. Box 1461                         NA           93
                               Island Heights, NJ  08732-1461
 American Crane &
  Equipment Corp.              605 Old Swede Road                    NA          403
                               Douglasville, PA  19518

 American Ecology Recycle      109 Flint Road                        NA           75
  Center, Inc.                 Oak Ridge, TN  37830-7033

 American Electronics Labs     27 Worlds Fair Drive                  NA          109
                               Somerset, NJ  08873

 American Protective Services  945 Hawthorne Drive                   NA          28
  Inc.                         Itasca, IL  60143-2056

 Anchor/Darling Valve Company  PO Box 7870                           NA          53
                               Philadelphia, PA  19101

 Arco Enterprises              1125 Garden Street                    NA          84
                               Greensburg, PA  15601

</TABLE>            
<PAGE>

<TABLE>
                                                                            27F
                       ANNUAL REPORT OF GPU NUCLEAR CORPORATION

                         For the Year Ended December 31, 1994

                                                                                     

                               OUTSIDE SERVICES EMPLOYED   
                                      ACCOUNT 923
                                                                                     

 INSTRUCTIONS:  Provide a breakdown by subaccount of outside services employed.  If
                the aggregate amounts paid to any one payee and included within one
                subaccount is less than $25,000, only the aggregate number and amount
                of all such payments included within the subaccount need be shown.
                Provide a subtotal for each type of service.
<CAPTION>                                                                                    
                                                                RELATIONSHIP
                                                                "A"=ASSOCIATE
   FROM WHOM PURCHASED             ADDRESS                      "NA"- NON    AMOUNT
                                                                ASSOCIATE            

 Other Professional/Outside Services (Continued) 
 <S>                            <C>                             <C>      <C>
 Argo International Corp.       140 Franklin Street             NA       47
                                New York, NY  10013

 ARMM Design, Inc.              North King and Warren Streets   NA      105
                                PO Box 229
                                Gloucester City, NJ  08030

 Associated Project Analysis    132 Teresita Way                NA        27
                                Los Gatos, CA  95030

 AT&T Network Systems           111 Madison Avenue              NA       106
                                Morristown, NJ  07960

 ATTSI                          150 Mill Road                   NA       154
                                P.O. Box 1679
                                Seneca, SC  29679

 Atwood Morrill Co., Inc.       285 Canal Street                NA        34
                                Salem, MA  01970

 Avon Electric Door Company,    1732 Highway 71                 NA        33
  Inc.                          Wall, NJ  07719

 B&W Nuclear Environmental      2200 Langhorne Plaza            NA        58
  Service, Inc.                 Lynchburg, VA  24501

 B&W Nuclear Tech.              P.O. Box 751526                 NA     1 713
                                Charlotte, SC  28275






</TABLE>           
<PAGE>

<TABLE>
                                                                            27G
                       ANNUAL REPORT OF GPU NUCLEAR CORPORATION

                         For the Year Ended December 31, 1994

                                                                                     

                               OUTSIDE SERVICES EMPLOYED   
                                      ACCOUNT 923
                                                                                     

 INSTRUCTIONS:  Provide a breakdown by subaccount of outside services employed.  If
                the aggregate amounts paid to any one payee and included within one
                subaccount is less than $25,000, only the aggregate number and amount
                of all such payments included within the subaccount need be shown.
                Provide a subtotal for each type of service.
                                                                                    
                                                                RELATIONSHIP
                                                                "A"=ASSOCIATE
   FROM WHOM PURCHASED             ADDRESS                      "NA"- NON    AMOUNT
                                                                ASSOCIATE            

 Other Professional/Outside Services (Continued)
 <S>                           <C>                                   <C>       <C>
 Bartlett Nuclear, Inc.        P.O. Box 1800                         NA        2 419
                               60 Industrial Park Road
                               Plymouth, MA  02360

 Battelle                      505 King Street                       NA           72
                               Columbus, OH  43201

 Beckman Instruments           P.O. Box 360150 M                     NA           48
                               Pittsburgh, PA  15251-0150

 Biach Industries              PO Box 280                            NA           29
                               75 Chestnut Street
                               Cranford, NJ  07016

 Bryce Saylor & Sons, Inc.     4235 Sixth Avenue                     NA          129
                               Altoona, PA  16602

 Brownstone Psychological      218 West Governor Rd.                 NA           38
                               Hershey, PA  17033

 Business Furniture, Inc.      PO Box 6019                           NA          167
                               133 Rahway Avenue
                               Elizabeth, NJ  07202-6019

 BW/IP International, Inc.     PO Box 22634                          NA          403
                               Long Beach, CA  90801

 Canberra Industries, Inc.     One State Street                      NA          192
                               Meriden, CT  06450

 Charles F. Evans Co., Inc.    215 East Church Street                NA          240
                               Elmira, NY  14901-0228


</TABLE>            
<PAGE>

<TABLE>
                                                                            27H
                       ANNUAL REPORT OF GPU NUCLEAR CORPORATION

                         For the Year Ended December 31, 1994

                                                                                     

                               OUTSIDE SERVICES EMPLOYED   
                                      ACCOUNT 923
                                                                                     

 INSTRUCTIONS:  Provide a breakdown by subaccount of outside services employed.  If
                the aggregate amounts paid to any one payee and included within one
                subaccount is less than $25,000, only the aggregate number and amount
                of all such payments included within the subaccount need be shown.
                Provide a subtotal for each type of service.
<CAPTION>                                                                                    
                                                                RELATIONSHIP
                                                                "A"=ASSOCIATE
   FROM WHOM PURCHASED             ADDRESS                      "NA"- NON    AMOUNT
                                                                ASSOCIATE            

 Other Professional/Outside Services (Continued)
 <S>                           <C>                                   <C>       <C>
 Chem-Nuclear Systems, Inc     Osborn Rd., Highway  #64              NA        4 790
                               Snelling, SC  29812

 Chris Anderson Roofing        575 Sayre Avenue                      NA          309
  Company, Inc.                Neptune, NJ  07753

 Coltec Industries, Inc.       430 Park Avenue                       NA           41
                               New York, NY  10022

 Compucom Systems              6 North Broad Street                  NA           92
                               Suite 300
                               Woodbury, NJ  08096

 Computer System Resources     5795 Innsbauck Road                   NA           52
                               East Syracuse, NY  13057

 Consolidated Rail Corporation 6 Penn Center                         NA          157
                               Philadelphia, PA  19104

 Construction Design           1031 North 9th Street                 NA           35
  Consultants, Inc.            P.O. Box 12472
                               Reading, PA  19612-2472

 Conti Enterprises             3001 South Clinton Avenue             NA          626
                               South Plainfield, NJ  07080

 Control Temp. Inc.            386 New Brunswick Avenue              NA          439
                               Fords, NJ  08863






</TABLE>            
<PAGE>

<TABLE>
                                                                            27I
                       ANNUAL REPORT OF GPU NUCLEAR CORPORATION

                         For the Year Ended December 31, 1994

                                                                                     

                               OUTSIDE SERVICES EMPLOYED   
                                      ACCOUNT 923
                                                                                     

 INSTRUCTIONS:  Provide a breakdown by subaccount of outside services employed.  If
                the aggregate amounts paid to any one payee and included within one
                subaccount is less than $25,000, only the aggregate number and amount
                of all such payments included within the subaccount need be shown.
                Provide a subtotal for each type of service.
<CAPTION>                                                                                     
                                                                RELATIONSHIP
                                                                "A"=ASSOCIATE
   FROM WHOM PURCHASED             ADDRESS                      "NA"- NON    AMOUNT
                                                                ASSOCIATE            

 Other Professional/Outside Services (Continued)
 <S>                           <C>                                   <C>       <C>
 CSR Construction Corp.        139 Chestnut Street                   NA        4 652
                               Nutley, NJ  07110

 C. W. Allen Associates        119 Lums Pond Road                    NA          112
                               Bear, DE  19701

 Dagnall Diving, Inc.          PO Box 328                            NA           32
                               Bayville, NJ  08721

 Dave's Office Installations   7 Lealand Rd.                         NA           42
                               Morris Plains, NJ  07950

 Delta Prime, Inc.             3773 Central Ave.                     NA           49
                               St. Petersburg, FL  33713

 Dufrane Associates, Inc.      7 Holly Lane                          NA           30
                               Avon, CT  06001

 Electric Power Research       SGP 2/EPRI                            NA          139
  Institute                    P.O. Box 10412
                               Palo Alto, CA  94303

 Enertech Consultants          PO Box 1800                           NA           75
                               Campbell, CA  95009

 Environmental Alternatives
  Inc.                         Route 12, Westmoreland                NA          165
                               Industrial Park
                               Westmoreland, NH  03467






</TABLE>            
<PAGE>

<TABLE>
                                                                            27J
                       ANNUAL REPORT OF GPU NUCLEAR CORPORATION

                         For the Year Ended December 31, 1994

                                                                                     

                               OUTSIDE SERVICES EMPLOYED   
                                      ACCOUNT 923
                                                                                     

 INSTRUCTIONS:  Provide a breakdown by subaccount of outside services employed.  If
                the aggregate amounts paid to any one payee and included within one
                subaccount is less than $25,000, only the aggregate number and amount
                of all such payments included within the subaccount need be shown.
                Provide a subtotal for each type of service.
<CAPTION                                                                                     
                                                                RELATIONSHIP
                                                                "A"=ASSOCIATE
   FROM WHOM PURCHASED             ADDRESS                      "NA"- NON    AMOUNT
                                                                ASSOCIATE            

 Other Professional/Outside Services (Continued)
 <S>                           <C>                                   <C>          <C>
 Environmental Health          1211 River Avenue                     NA           54
  Insp./Comm., Inc.            Lakewood, NJ  08701

 Envirocare of Utah, Inc.      46 West Broadway                      NA        2 007
                               Salt Lake City, UT  84101

 Environmental Tank Systems    100 Central Avenue                    NA           37
                               Hillside, NJ  07205

 Equifax Services, Inc.        1600 Peachtree Street                 NA          167
                               Atlanta, GA  30302

 Failure Prevention, Inc.      28061 Paseo Aldonza                   NA           52
                               San Juan Capistrano, CA  92675

 Finetech, Inc.                P.O. Box 6243                         NA           53
                               Bridgewater, NJ  08807

 Firearms Training Systems,    7340 McGinnis Ferry Road              NA           70
  Inc.                         Suwance, GA  30174

 Fischbach Power Services,     10 Burke Drive                        NA           81
  Inc.                         PO Box 1687
                               Brachton, MA  02403

 F.W. Consultants, Ltd.        1001 W. Glen Oaks Lane                NA           27
                               Meguon, WI  53092

 G. L. Rogers Co.              100 S Southbridge Lane                NA           57
                               Chattanooga, TN  37045





                                                                                     
<PAGE>


                                                                            27K
                       ANNUAL REPORT OF GPU NUCLEAR CORPORATION

                         For the Year Ended December 31, 1994

                                                                                     

                               OUTSIDE SERVICES EMPLOYED   
                                      ACCOUNT 923
                                                                                     

 INSTRUCTIONS:  Provide a breakdown by subaccount of outside services employed.  If
                the aggregate amounts paid to any one payee and included within one
                subaccount is less than $25,000, only the aggregate number and amount
                of all such payments included within the subaccount need be shown.
                Provide a subtotal for each type of service.
<CAPTION>                                                                                     
                                                                RELATIONSHIP
                                                                "A"=ASSOCIATE
   FROM WHOM PURCHASED             ADDRESS                      "NA"- NON    AMOUNT
                                                                ASSOCIATE            

 Other Professional/Outside Services (Continued)
 <S>                           <C>                                   <C>          <C>
 G. Riccioni & Sons            163 Highway 31                        NA           29
                               Flemington, NJ  08822

 General Electric Company      1 River Road                          NA       28 652
                               Schenectady, NY  12345

 General Elevator Company      7300 Industrial Center                NA           26
                               Building 11, Route 130
                               Pennsauken,  NJ  08110

 Geo Engineering, Inc.         150 Mineral Spring Drive              NA           53
                               Dover, NJ  07801

 Gerald H. Neils               3890 Orleans Lane                     NA           27
                               Plymouth, MN  55441

 GPU Service Corporation       100 Interpace Parkway                  A       20 781
                               Parsippany,  NJ  07054

 G. R. Sponaugle & Sons, Inc.  PO Box 4456                           NA           47
                               4391 Chambers Hill Road
                               Harrisburg, PA  17111

 G. T. S. Duratek              8955 Guilford Road                    NA          711
                               Suite 200
                               Columbia, MD  21046

 Haas Environmental Services   PO Box 2161                           NA          116
                               Route 206 North
                               Vincentown, NJ  08088

 H. B. Alexander &             315 Vaughn Street                     NA          525
  Son, Inc.                    P.O. Box 1525
                               Harrisburg, PA  17105

                                                                                     
<PAGE>


                                                                            27L
                       ANNUAL REPORT OF GPU NUCLEAR CORPORATION

                         For the Year Ended December 31, 1994

                                                                                     

                               OUTSIDE SERVICES EMPLOYED   
                                      ACCOUNT 923
                                                                                     

 INSTRUCTIONS:  Provide a breakdown by subaccount of outside services employed.  If
                the aggregate amounts paid to any one payee and included within one
                subaccount is less than $25,000, only the aggregate number and amount
                of all such payments included within the subaccount need be shown.
                Provide a subtotal for each type of service.
<CAPTION>                                                                                     
                                                                RELATIONSHIP
                                                                "A"=ASSOCIATE
   FROM WHOM PURCHASED             ADDRESS                      "NA"- NON    AMOUNT
                                                                ASSOCIATE            

 Other Professional/Outside Services (Continued)
 <S>                           <C>                                   <C>          <C>
 H. E. Stone, Inc.             6805 Castlerock Drive                 NA           51
                               San Jose, CA  95160

 Halliburton NUS Corporation   Foster Plaza VII                      NA           68
                               661 Anderson Drive
                               Pittsburgh,  PA  15220

 Henkels & McCoy, Inc.         PO Box 7610                           NA           87
                               Philadelphia, PA  19101

 Herre Brothers, Inc.          6th & Montrose Streets                NA           78
                               Harrisburg,  PA  17105

 Holland Cost Scheduling       4901 Withrow Drive                    NA          122
                               Charlotte, NC  28208

 Information Handling Services P.O. Box 8500                         NA           41
                               Philadelphia, PA  19178

 Ingersol-Dresser Pump Co.     PO Box 75835                          NA           40
                               Charolette, NC  28275

 Interstate Nuclear Services   North 3rd Avenue                      NA          367
                               Roversford, PA  19468

 ITI Movats, Inc.              200 Chastain Center Blvd.             NA          593
                               Kennesaw, GA  30144 5512

 Jersey Central Power &        General Acctg. Dept                    A        1 421
 Light Co.                     Madison Ave., Punch Bowl Rd.
                               Morristown, NJ  07960




                                                                                     
<PAGE>


                                                                            27M
                       ANNUAL REPORT OF GPU NUCLEAR CORPORATION

                         For the Year Ended December 31, 1994

                                                                                     

                               OUTSIDE SERVICES EMPLOYED   
                                      ACCOUNT 923
                                                                                     

 INSTRUCTIONS:  Provide a breakdown by subaccount of outside services employed.  If
                the aggregate amounts paid to any one payee and included within one
                subaccount is less than $25,000, only the aggregate number and amount
                of all such payments included within the subaccount need be shown.
                Provide a subtotal for each type of service.
<CAPTION>                                                                                     
                                                                RELATIONSHIP
                                                                "A"=ASSOCIATE
   FROM WHOM PURCHASED             ADDRESS                      "NA"- NON    AMOUNT
                                                                ASSOCIATE            

 Other Professional/Outside Services (Continued)
 <S>                           <C>                                   <C>          <C>
 Jersey Shore Fence Co.        2199 Route 9                          NA           52
                               Toms River,  NJ 08701

 J. B. Contracting, Inc.       255 Rt. 15 and Taylor Rd.             NA          233
                               Wharton, NJ  07885

 J. Davis Consultants          P.O. Box 915                          NA          713
                               Barnegat, NJ  08805

 J. Givoo Consultants, Inc.    8 Colgate Drive                       NA          983
                               Cherry Hill, NJ  08034

 John Butler Davis Assoc.      311 South River Street                NA           46
                               Harrisburg, PA  17104

 Joule Temporaries             PO Box 15197                          NA           29
                               Newark, NJ  07192

 Joyce Nilsson Orsini, PH.D.   17 Lark Terrace                       NA           50
                               RD 3 Box 317
                               Goshen, NY  10924

 Kelly Services, Inc.          PO Box 32668                          NA           32
                               Detroit, MI  48232

 Kranz Associates, Inc.        2500 Office Center                    NA           31
                               Maryland Road
                               Willow Grove, PA  19090

 Lucas Management Systems Inc. PO Box 101514                         NA          283
                               Atlanta, GA  30392




                                                                                     
<PAGE>


                                                                            27N
                       ANNUAL REPORT OF GPU NUCLEAR CORPORATION

                         For the Year Ended December 31, 1994

                                                                                     

                               OUTSIDE SERVICES EMPLOYED   
                                      ACCOUNT 923
                                                                                     

 INSTRUCTIONS:  Provide a breakdown by subaccount of outside services employed.  If
                the aggregate amounts paid to any one payee and included within one
                subaccount is less than $25,000, only the aggregate number and amount
                of all such payments included within the subaccount need be shown.
                Provide a subtotal for each type of service.
<CAPTION>                                                                                     
                                                                RELATIONSHIP
                                                                "A"=ASSOCIATE
   FROM WHOM PURCHASED             ADDRESS                      "NA"- NON    AMOUNT
                                                                ASSOCIATE            

 Other Professional/Outside Services (Continued)
 <S>                           <C>                                   <C>          <C>
 Lancaster Labs, Inc.          2425 New Holland Pike                 NA           60
                               Lancaster, PA  17601

 Lanier Worldwide              289 Route 17 South                    NA           26
                               Paramus, NJ  07652

 Larry M. Espenshade, MD       40 Second Street                      NA           41
                               Highspire, PA  17034

 Manpower International, Inc.  PO Box 807                            NA           39
                               Harrisburg, PA  17108

 Mark C. Bitting, Inc.         99 15th Street                        NA           41
                               New Cumberland, PA  17070-0013

 Master-Lee Energy             1639 Clearview Drive                  NA          167
 Services Corp.                Latrobe, PA  15650

 Mid-Jersey Disposal, Inc.     505 Memorial Drive                    NA           89
                               Neptune, NJ  07753

 Metropolitan Edison Company   2800 Pottsville Pike                   A          936
                               Reading, PA  19605

 Mid-Atlantic Flooring, Co.    2311 Hummingbird Lane                 NA           28
                               Harrisburg, PA  17112

 MKW Power                     101 Gelo Road                         NA          169
  Systems, Inc.                Rocky Mount, NC  27802-1928






                                                                                     
<PAGE>


                                                                            27O
                       ANNUAL REPORT OF GPU NUCLEAR CORPORATION

                         For the Year Ended December 31, 1994

                                                                                     

                               OUTSIDE SERVICES EMPLOYED   
                                      ACCOUNT 923
                                                                                     

 INSTRUCTIONS:  Provide a breakdown by subaccount of outside services employed.  If
                the aggregate amounts paid to any one payee and included within one
                subaccount is less than $25,000, only the aggregate number and amount
                of all such payments included within the subaccount need be shown.
                Provide a subtotal for each type of service.
<CAPTION>                                                                                     
                                                                RELATIONSHIP
                                                                "A"=ASSOCIATE
   FROM WHOM PURCHASED             ADDRESS                      "NA"- NON    AMOUNT
                                                                ASSOCIATE            

 Other Professional/Outside Services (Continued)
 <S>                           <C>                                   <C>          <C>
 Mini-Micro Technology Co.     2831 Gallows Road                     NA           74
                               Falls Church, VA  22042

 Monarch Electric Service Co.  5325 West 130 Street                  NA           71
                               Cleveland, OH  44130

 MQS Inspection, Inc.          210 Vista Park Drive                  NA          107
                               Pittsburgh, PA  15205

 MREM, Limited                 4906 Derussey Parkway                 NA           54
                               Chevy Chase, MD  20815

 North American Employee       2145 Crooks Road                      NA          259
  Services                     Troy, MI  48084

 Novacom                       160 Water Street                      NA           70
                               Reading, PA  19605

 NPS Energy Services, Inc.     5530 Derry Street                     NA        1 876
                               Harrisburg, PA  17111

 Nynex Credit Company          1 Presidential Blvd.                  NA          177
                               Bala Cynwyd, PA  19004

 Ogden Environmental           PO Box 10120                          NA           52
                               Fairfax, VA  32030

 Otis Elevator Company         OR United Technologies Corp.          NA           43
                               750 3rd Avenue
                               New York, NY  10017



                                                                                     
<PAGE>


                                                                            27P
                       ANNUAL REPORT OF GPU NUCLEAR CORPORATION

                         For the Year Ended December 31, 1994

                                                                                     

                               OUTSIDE SERVICES EMPLOYED   
                                      ACCOUNT 923
                                                                                     

 INSTRUCTIONS:  Provide a breakdown by subaccount of outside services employed.  If
                the aggregate amounts paid to any one payee and included within one
                subaccount is less than $25,000, only the aggregate number and amount
                of all such payments included within the subaccount need be shown.
                Provide a subtotal for each type of service.
<CAPTION>                                                                                     
                                                                RELATIONSHIP
                                                                "A"=ASSOCIATE
   FROM WHOM PURCHASED             ADDRESS                      "NA"- NON    AMOUNT
                                                                ASSOCIATE            
 <S>                           <C>                                  <C>          <C>
 Other Professional/Outside Services (Continued)

 Outage Control Consultants    381 Greentree Road                    NA           93
                               Elizabethtown, PA  17022

 Pacific-Atlantic Technical    P.O. Box 85404                        NA          111
  Services                     San Diego, CA  92138

 Pacific Nuclear Systems, Inc. 1010 South 336th Street               NA           68
                               Suite 220
                               Federal Way,  WA  98003

 Panasonic Industrial Company  1 Panasonic Way                       NA           27
                               Secaucus, NJ  07094

 Pavex, Inc.                   4400 Old Gettysburg Road              NA          211
                               Camp Hill, PA  17011

 Penn Pest, Inc.               4601 Locust Lane                      NA           25
                               Harrisburg, PA  17109

 Pennsylvania Electric Company 2800 Pottsville Pike                   A          152
                               Reading, PA  19605

 Peripheral Devices Corp.      1002 W. Ninth Avenue                  NA           28
                               King of Prussia, PA  19406

 Perkin-Elmer Corporation      5068 West Chester Pike                NA           27
                               Newton Square, PA  19073

 Personnel Decisions, Inc.     821 Marquette Avenue                  NA           30
                               Minneapolis, MN  55402




                                                                                     
<PAGE>


                                                                            27Q
                       ANNUAL REPORT OF GPU NUCLEAR CORPORATION

                         For the Year Ended December 31, 1994

                                                                                     

                               OUTSIDE SERVICES EMPLOYED   
                                      ACCOUNT 923
                                                                                     

 INSTRUCTIONS:  Provide a breakdown by subaccount of outside services employed.  If
                the aggregate amounts paid to any one payee and included within one
                subaccount is less than $25,000, only the aggregate number and amount
                of all such payments included within the subaccount need be shown.
                Provide a subtotal for each type of service.
<CAPTION>                                                                                     
                                                                RELATIONSHIP
                                                                "A"=ASSOCIATE
   FROM WHOM PURCHASED             ADDRESS                      "NA"- NON    AMOUNT
                                                                ASSOCIATE            

 Other Professional/Outside Services (Continued)
 <S>                           <C>                                   <C>          <C>
 Pinecrest Company, Inc.       1191 Squankum Road                    NA           59
                               Howell, NJ  07731

 PLG, Inc.                     2260 University Drive                 NA           49
                               Newport Beach, CA  92660-3319

 Pomerantz Personnel           PO Box 8500                           NA           46
                               Philadelphia, PA  19178

 Powerfect Service, Inc.       25 East Northfield Road               NA          115
                               Livingston, NJ  07039

 Potomac Metal & Supply, Inc.  P.O. Box 1415                         NA          154
                               Cumberland,  MD  21502

 Precision Surveillance Corp.  3468 Watling Road                     NA          228
                               East Chicago, IL  46312

 Presearch Inc.                8500 Executive Park Avenue            NA          186
                               Fairfax, VA  22031

 Project Controls, Inc.        2681 Monroeville Blvd.                NA           87
                               Suite 448
                               Monroeville, PA  15146

 Purolator Facet               8439 Triad Drive                      NA           37
                               Greensboro, NC  27409

 Quadrex Corporation           1005 Beaver Grade Road                NA           59
                               Coraopolis, PA  15108


</TABLE>
    
<PAGE>

<TABLE>
                                                                            27R
                       ANNUAL REPORT OF GPU NUCLEAR CORPORATION

                         For the Year Ended December 31, 1994

                                                                                     

                               OUTSIDE SERVICES EMPLOYED   
                                      ACCOUNT 923
                                                                                     

 INSTRUCTIONS:  Provide a breakdown by subaccount of outside services employed.  If
                the aggregate amounts paid to any one payee and included within one
                subaccount is less than $25,000, only the aggregate number and amount
                of all such payments included within the subaccount need be shown.
                Provide a subtotal for each type of service.
<CAPTION>                                                                                     
                                                                RELATIONSHIP
                                                                "A"=ASSOCIATE
   FROM WHOM PURCHASED             ADDRESS                      "NA"- NON    AMOUNT
                                                                ASSOCIATE            

 Other Professional/Outside Services (Continued)
 <S>                           <C>                                   <C>          <C>
 R. Brooks Associates          P.O. Box 588                          NA           54
                               Ontario, NY  14519

 RMC Environmental Services    1921 River Road                       NA           29
                               Drumore, PA  17518

 Radiation Management          5301 Tacony Street                    NA           45
 Consultants                   Philadelphia, PA  19137

 Randolph Services             P.O. Box 465                          NA           38
                               Dover, NJ 07801

 Reliable Communication        4 Lindner Lane                        NA           26
  Systems                      Howell, NJ  07731

 Renewal Parts Maintenance,    4485 Glenbrook                        NA           38
 Inc.                          P.O. Box 324
                               Willoughby, OH  44094

 Republic Environmental        130 Route 130 S., RD #2               NA           190
  Systems                      Mansfield Township,
                               Bordentown, NJ 08505

 Rosemont Aerospace, Inc.      PO Box 905037                         NA           35
                               Charlotte, NC  28290

 ROV Technologies, Inc.        Georges Mill, Route 142               NA           56
                               PO Box 10
                               Vernon, VT  05354

 RTC Direct Mailing            846 Main Street                       NA           32
                               Shoemakersville, PA  19555
</TABLE>            
<PAGE>
<TABLE>


                                                                            27S
                       ANNUAL REPORT OF GPU NUCLEAR CORPORATION

                         For the Year Ended December 31, 1994

                                                                                     

                               OUTSIDE SERVICES EMPLOYED   
                                      ACCOUNT 923
                                                                                     

 INSTRUCTIONS:  Provide a breakdown by subaccount of outside services employed.  If
                the aggregate amounts paid to any one payee and included within one
                subaccount is less than $25,000, only the aggregate number and amount
                of all such payments included within the subaccount need be shown.
                Provide a subtotal for each type of service.
<CAPTION>                                                                                     
                                                                RELATIONSHIP
                                                                "A"=ASSOCIATE
   FROM WHOM PURCHASED             ADDRESS                      "NA"- NON    AMOUNT
                                                                ASSOCIATE            
 <S>                           <C>                                  <C>           <C>
 Other Professional/Outside Services (Continued)

 Safway Steel Scaffolds        1000 East Ashland Road                NA           26
  Company                      PO Box 183
                               Folcroft, PA  19032-0183

 Robert T. Schofield           406 Virginia Lane                     NA           28
                               Aston, PA  19014

 Schulz Electric Co.           30 Gando Drive                        NA           65
                               New Haven, CT  06513

 Senn-Delaney Leadership       5150 East Pacific Coast Highway       NA           42
  Consulting                   Suite 360
                               Long Beach, CA  90804

 Scientific Ecology            1560 Bear Creek Road                  NA        1 504
  Group, Inc.                  Oak Ridge,  TN  37030

 SmithKline Beecham Clinical   P.O. Box 101828                       NA           56
  Labs                         Atlanta,  GA  30392

 Somerset Investment Services, 323 Riverside Avenue                  NA          100
  Ltd.                         Suite 300
                               Westport, CT  06800

 Spear Contract Services, Inc. 6524 The Corners Pkwy                 NA          105
                               Suite 300 - P.O. Box 920214
                               Norcross,  PA  30092

 Structural Integrity Assoc.   3150 Almaden Expressway               NA          228
                               Suite 226
                               San Jose, CA  95118

</TABLE>            
<PAGE>
<TABLE>


                                                                            27T
                       ANNUAL REPORT OF GPU NUCLEAR CORPORATION

                         For the Year Ended December 31, 1994

                                                                                     

                               OUTSIDE SERVICES EMPLOYED   
                                      ACCOUNT 923
                                                                                     

 INSTRUCTIONS:  Provide a breakdown by subaccount of outside services employed.  If
                the aggregate amounts paid to any one payee and included within one
                subaccount is less than $25,000, only the aggregate number and amount
                of all such payments included within the subaccount need be shown.
                Provide a subtotal for each type of service.
<CAPTION>                                                                                     
                                                                RELATIONSHIP
                                                                "A"=ASSOCIATE
   FROM WHOM PURCHASED             ADDRESS                      "NA"- NON    AMOUNT
                                                                ASSOCIATE            

 Other Professional/Outside Services (Continued)
 <S>                           <C>                                   <C>          <C>
 Synesis,                      45 Sloan Street                       NA           30
  Corporation                  Roswell, GA  30075

 Technology Support            5772 Nesbit Drive                     NA          116
  Services, Inc.               Harrisburg, PA 17112

 Teledyne Brown Engineering    50 Van Buren Avenue                   NA           63
                               PO Box 1235
                               Westwood, NJ  07675-1235

 The Hartford Steam Boiler     One State Street                      NA          592
                               Hartford, CT  06102

 The Stress Center             133 Route 9 South                     NA           30
                               Forked River, NJ  08731

 The Virginia Corporation      3605 Mayland Court                    NA          343
  of Richmond                  Richmond, VA  23233

 Thomas Company                114 North Brighton Avenue             NA           43
                               P.O. Box 1017
                               Atlantic City, NJ  08404

 Time and Resource Management  P.O. Box 179                          NA           34
                               Seagirt, NJ  08750
</TABLE>






    
<PAGE>
<TABLE>

                                                                            27U
                       ANNUAL REPORT OF GPU NUCLEAR CORPORATION

                         For the Year Ended December 31, 1994

                                                                                     

                               OUTSIDE SERVICES EMPLOYED   
                                      ACCOUNT 923
                                                                                     

 INSTRUCTIONS:  Provide a breakdown by subaccount of outside services employed.  If
                the aggregate amounts paid to any one payee and included within one
                subaccount is less than $25,000, only the aggregate number and amount
                of all such payments included within the subaccount need be shown.
                Provide a subtotal for each type of service.
<CAPTION>                                                                                     
                                                                RELATIONSHIP
                                                                "A"=ASSOCIATE
   FROM WHOM PURCHASED             ADDRESS                      "NA"- NON    AMOUNT
                                                                ASSOCIATE            

 Other Professional/Outside Services (Continued)
 <S>                           <C>                                   <C>          <C>
 Transco Products, Inc.        55 East Jackson Boulevard             NA           94
                               Chicago, IL  60604

 Tri-State Motor Transit Co.   Department 106                        NA           84
                               Tulsa,  OK  74182

 UE&C-Catalytic, Inc.          30 South 17th Street                  NA           51
                               Philadelphia,  PA  19178

 UE&C-Nuclear, Inc.            30 South 17th Street                  NA       19 946
                               Philadelphia, PA  19178

 United Crane Shovel           111 North Michigan Avenue             NA           51
  Service Co.                  Kenilworth, NJ  07033

 U. S. Dept. of Energy         and/or EG&G Idaho, Inc.               NA       10 015
                               Oak Ridge Operating Office
                               Oak Ridge, TN  37830

 U. S. Trust Company           114 West 47th Street                  NA          129
                               New York, NY  10036-1532

 Vectra Technologies, Inc.     1010 South 336th Street               NA           68
                               Federal Way, WA  98003

 Waste Management of           P.O. Box 349                          NA          110
 Central Pennsylvania          Elizabeth, PA  17022
</TABLE>




    
<PAGE>
<TABLE>


                                                                            27V
                       ANNUAL REPORT OF GPU NUCLEAR CORPORATION

                         For the Year Ended December 31, 1994

                                                                                     

                               OUTSIDE SERVICES EMPLOYED   
                                      ACCOUNT 923
                                                                                     

 INSTRUCTIONS:  Provide a breakdown by subaccount of outside services employed.  If
                the aggregate amounts paid to any one payee and included within one
                subaccount is less than $25,000, only the aggregate number and amount
                of all such payments included within the subaccount need be shown.
                Provide a subtotal for each type of service.
<CAPTION>                                                                                     
                                                                RELATIONSHIP
                                                                "A"=ASSOCIATE
   FROM WHOM PURCHASED             ADDRESS                      "NA"- NON    AMOUNT
                                                                ASSOCIATE            
 <S>                           <C>                                   <C>          <C>
 Other Professional/Outside Services (Continued)

 Waterfront Corporation        P.O. Box 9106                         NA           75
                               Point and Erie Streets
                               Camden, NJ

 William J. Albright, M.D.     225 Broad Street                      NA           25
                               Highspire, PA  17034

 Wyle Laboratories             7800 Governors Drive                  NA          111
                               Huntsville, GA  35807

 Xerox Corporation             The Gateway Centre                    NA           25
                               Xerox Square 870-87L
                               Rochester,  NY  14664

 Yale Associates               1150 Portion Road                     NA           52
                               Holtsville, NY  11742

 Yis, Inc.                     1049 North Hartley Street             NA          135
                               York,  PA  17402

 W. E. Yoder, Inc.             41 South Maple Street                 NA           31
                               Kutztown, PA  19530

 Welding Services, Inc.        3276 Marjan Drive                     NA          795
                               Atlanta, GA  30340

 589 Vendors (Less than $25,000)                                     NA          917

                Subtotal                                                      120 617

                TOTAL                                                       $ 128 239

</TABLE>            
<PAGE>


                                                                     28
                    ANNUAL REPORT OF GPU NUCLEAR CORPORATION

                      For the Year Ended December 31, 1994

                                                                               

                         EMPLOYEE PENSIONS AND BENEFITS    

                                   ACCOUNT 926
                                                                               

 INSTRUCTIONS: Provide  a  listing of  each  pension plan  and  benefit program
               provided by the service company.  Such listing should be limited
               to $25,000.
                                                                               

                 D E S C R I P T I O N                       AMOUNT            


    VOLUNTARY ENHANCED RETIREMENT PROGRAM (VERP)            $21 896

    VACATION ACCRUAL                                          7 842

    HOSPITAL, SURGICAL, MEDICAL AND DENTAL INSURANCE          7 540

    O.P.E.B. - HEALTH INSURANCE                               7 525

    PENSION PLAN                                              6 254

    EMPLOYEE SAVINGS PLAN                                     3 317

    O.P.E.B. - LIFE INSURANCE                                 1 110

    LONG TERM DISABILITY                                        686 

    EDUCATIONAL REIMBURSEMENT                                   319

    CAFETERIA SUPPLEMENT                                        270

    EMPLOYEE ASSOC. & ACTIVITIES                                203

    EMPLOYEE ASSISTANCE PROGRAM                                  94

    GROUP LIFE INSURANCE                                         83

    ELDER CARE PROGRAM                                           26

    OTHER BENEFITS (Under $25,000)                               86



                                                                   
                                        TOTAL               $57 251

                                                                               
<PAGE>


                                                                           29
                    ANNUAL REPORT OF GPU NUCLEAR CORPORATION

                      For the Year Ended December 31, 1994

                                                                               

                          GENERAL ADVERTISING EXPENSES     

                                  ACCOUNT 930.1
                                                                               

 INSTRUCTIONS: Provide  a  listing of  the  amount included  in  Account 930.1,
               "General Advertising Expenses",  classifying the items according
               to the nature  of the advertising and as  defined in the account
               definition.   If a particular class includes an amount in excess
               of $3,000 applicable to a single payee, show separately the name
               of the payee and the aggregate amount applicable thereto.
                                                                               

      D E S C R I P T I O N              NAME OF PAYEE                 AMOUNT 







             NONE


























                                                                           
                                           TOTAL                        -  

                                                                               
<PAGE>


                                                                     30
                    ANNUAL REPORT OF GPU NUCLEAR CORPORATION

                      For the Year Ended December 31, 1994

                                                                               

                         MISCELLANEOUS GENERAL EXPENSES    

                                  ACCOUNT 930.2
                                                                               

 INSTRUCTIONS: Provide  a  listing of  the  amount included  in  Account 930.2,
               "Miscellaneous  General  Expenses",  classifying  such  expenses
               according to their  nature.  Payments and  expenses permitted by
               Section 321 (b)  (2) of  the Federal Election  Campaign Act,  as
               amended by Public  Law 94-283  in 1976 (2  U.S.C.S. 441 (b)  (2)
               shall be separately classified.
                                                                               

                 D E S C R I P T I O N                        AMOUNT    

    Licenses

       United States Nuclear Regulatory Commission           $ 7 196

       P.A. Emergency Management Agency                          600

       Other                                                      69

    Dues and Memberships                                       1 599


    Regulatory Fees

       Federal Emergency Management Agency                       980












                                                                    
                                       TOTAL                 $10 444






                                                                               
<PAGE>


                                                                     31
                    ANNUAL REPORT OF GPU NUCLEAR CORPORATION

                      For the Year Ended December 31, 1994

                                                                              


                                      RENTS    

                                   ACCOUNT 931
                                                                              


 INSTRUCTIONS: Provide  a  listing  of  the amount  included  in  Account  931,
               "Rents",  classifying   such  expenses  by  major  groupings  of
               property, as  defined in the  account definition of  the Uniform
               System of Accounts.
                                                                              


          T Y P E  O F  P R O P E R T Y                        AMOUNT    

    DATA PROCESSING EQUIPMENT                                $ 2 250

    BUILDINGS AND TRAILERS                                     3 928

    DUPLICATING EQUIPMENT                                      1 092

    OTHER EQUIPMENT                                            1 082

    MAILING EQUIPMENT                                             25

    TRANSPORTATION EQUIPMENT                                     188

    TELECOMMUNICATIONS SYSTEM                                    135

    PERSONAL COMPUTERS                                           384

    UNIFORMS                                                      10

    MISCELLANEOUS                                                135












                                                                    
                                  TOTAL                      $ 9 229




                                                                               
<PAGE>


                                                                     32
                    ANNUAL REPORT OF GPU NUCLEAR CORPORATION

                      For the Year Ended December 31, 1994

                                                                              


                          TAXES OTHER THAN INCOME TAXES    

                                   ACCOUNT 408
                                                                              


 INSTRUCTION: Provide  an analysis  of Account  408, "Taxes  Other Than  Income
              Taxes".   Separate the analysis into  two groups:  (1) other than
              U.S. Government taxes,  and (2)  U.S. Government taxes.   Specify
              each of the various kinds of taxes and  show the amounts thereof.
              Provide a subtotal for each class of tax.
                                                                              


                      K I N D  O F  T A X                             AMOUNT   


       (1)   OTHER THAN U.S. GOVERNMENT TAXES

             Pennsylvania Unemployment Insurance                     $   230

             New Jersey Unemployment Insurance                           225

             Sales and Use Tax (Pennsylvania)                            390

                                   Sub Total                             845


       (2)   TAXES - U.S. GOVERNMENT

             FICA                                                      9 213

             Federal Unemployment Insurance                              140

                                   Sub Total                           9 353












                                                                            
                                                     TOTAL           $10 198
<PAGE>


                                                                               
<PAGE>


                                                                     33
                    ANNUAL REPORT OF GPU NUCLEAR CORPORATION

                      For the Year Ended December 31, 1994

                                                                               

                                    DONATIONS    

                                  ACCOUNT 426.1
                                                                               

 INSTRUCTION: Provide a  listing  of  the  amount included  in  Account  426.1,
              "Donations",  classifying such  expenses  by  its purpose.    The
              aggregate number  and amount of all items of less than $3,000 may
              be shown in lieu of details.
                                                                               

 NAME OF RECIPIENT                     PURPOSE OF DONATION         AMOUNT      

 UNITED WAY                            COMMUNITY CHARITIES         $ 40

 CHAMBER SINGERS-HARRISBURG            CULTURAL DEVELOPMENT           4

 85 ORGANIZATIONS (LESS THAN $3,000)   COMMUNITY SERVICES            36

 CENTER FOR EXCELLENCE IN EDUCATION    EDUCATION                      5

 MIDDLETOWN AREA SCHOOL DISTRICT       EDUCATION                      3

 99 ORGANIZATIONS ( LESS THAN $3,000)  EDUCATION                     38

 HERSHEY MEDICAL CENTER                HEALTH SERVICES/HOSPITALS      4

  6 ORGANIZATIONS (LESS THAN $3,000)   HEALTH SERVICES/HOSPITALS      3

 23 ORGANIZATIONS (LESS THAN $3,000)   EMERGENCY SERVICES            23

  5 ORGANIZATIONS                      OTHER                          6

        TOTAL                                                      $162

















                                                                               
<PAGE>


                                                                     34
                    ANNUAL REPORT OF GPU NUCLEAR CORPORATION

                      For the Year Ended December 31, 1994

                                                                               

                                OTHER DEDUCTIONS     

                                  ACCOUNT 426.5
                                                                               

 INSTRUCTIONS:                      Provide a listing of the amount included in
                                    Account    426.5,    "Other    Deductions",
                                    classifying  such   expenses  according  to
                                    their nature.
                                                                               

     D E S C R I P T I O N              NAME OF PAYEE             AMOUNT




    CIVIL PENALTIES                 P.A. DEPT. of REV.              2


    LOBBYING EXPENSE                EMPLOYEE WAGES &
                                    EXPENSES                      312


    PUBLIC OPINION SURVEY           VARIOUS                        60

    OTHER CIVIC ACTIVITIES          VARIOUS                        54

    DISPUTE RESOLUTION              VARIOUS EMPLOYEES              40














                                                                     
                                        TOTAL                  $  468






                                                                               
<PAGE>


                                                                     35
                    ANNUAL REPORT OF GPU NUCLEAR CORPORATION

                      For the Year Ended December 31, 1994

                                                                               

                                 SCHEDULE XVIII

                          NOTES TO STATEMENT OF INCOME
                                                                               

 INSTRUCTIONS: The space below  is provided for  important notes regarding  the
               statement of income or any account thereof.  Furnish particulars
               as to any significant increase  in services rendered or expenses
               incurred  during   the  year.    Notes   relating  to  financial
               statements shown elsewhere in this report may be  indicated here
               by reference.
                                                                               









             NONE





























                                                                               
<PAGE>


                                                                    36
                    ANNUAL REPORT OF GPU NUCLEAR CORPORATION
                      For the Year Ended  December 31, 1994
                                                                               

                               ORGANIZATION CHART
                                                                               






                          ________________________________________ 
                         |                                        |
                         |                                        |
                     ____|                                        |
                    |    |           BOARD OF DIRECTORS           |
                    |____|                                        |
                     |   |________________________________________|
                     |   |                                        |
                     |___|              PRESIDENT                 |
                       | |________________________________________|
                       | |                                        |
                       |-|     CORPORATE SECRETARY & COUNSEL      |
                       | |________________________________________|
                       | |                                        |
                       |-|     V.P. OYSTER CREEK                  |
                       | |________________________________________|
                       |_|                                        |
                       | |     V.P. THREE MILE ISLAND             |
                       | |________________________________________|
                       |_|                                        |
                       | |     V.P. TECHNICAL FUNCTIONS           |
                       | |________________________________________|
                       |_|                                        |
                       | |     V.P. COMMUNICATIONS                |
                       | |________________________________________|
                       |_|                                        |
                       | |     V.P. ADMINISTRATION & FINANCE      |
                       | |________________________________________|
                       |_|                                        |
                       | |     V.P. SERVICES                      |
                       | |________________________________________|












                                                                               
<PAGE>


                                                                    37
                    ANNUAL REPORT OF GPU NUCLEAR CORPORATION
                                                                               

                              METHODS OF ALLOCATION
                                                                               


   The allocation of expenses not directly attributable to a particular nuclear
 station are based, by division, on the physical location of that division's
 manpower.  When corporate costs have been allocated to the plants, a fixed
 rate is calculated to apply to total direct costs.  This rate is derived by
 dividing the estimated corporate costs by the estimated plant direct costs. 
 The overhead rate is reviewed periodically and revised as appropriate to fully
 allocate costs by year-end.











































                                                                               
<PAGE>


                                                                     38

                  ANNUAL REPORT OF   GPU NUCLEAR CORPORATION   
                                                                       
           ANNUAL STATEMENT OF COMPENSATION FOR USE OF CAPITAL BILLED   
                                                                       




                      NONE













































                                                                       
<PAGE>


                                                                    39

                    ANNUAL REPORT OF GPU NUCLEAR CORPORATION
                                                                       
                               VENTURE DISCLOSURES

                         LICENSING OF COMPUTER PROGRAMS
                TO NON-ASSOCIATED COMPANIES--SEC FILE NO. 70-7675  

 Pursuant to the provisions contained in the Securities and Exchange Commission
 (SEC) order dated August 29, 1990 for SEC File No. 70-7675, GPU Nuclear
 Corporation provided nuclear fuel software development and training for the
 New York Power Authority.  Fitzpatrick Station - Revenues realized in 1994
 from providing this service is shown on page 22 of this report.

                 GPUN LABORATORY SERVICES--SEC FILE NO. 70-7720

 Pursuant to the provisions contained in the Securities and Exchange Commission
 (SEC) order dated September 14, 1990 for SEC File No. 70-7720, GPU Nuclear
 provided certain laboratory services to Jersey Central Power and Light
 Company, Metropolitan Edison Company and Pennsylvania Electric Company in 1994
 in support of the operation of their generating stations, transmission and
 distribution divisions and other non-nuclear functions.  Revenues realized in
 1994 from providing these services are shown separately under "Non-Nuclear
 Related Activities" on page 21 of this report.

       PROVIDE SERVICES TO PUBLIC SERVICE OF COLORADO IN CONNECTION WITH 
                      FT. ST. VRAIN - SEC FILE No. 70-7905               

 Pursuant to the provisions contained in the Securities and Exchange Commission
 (SEC) order dated January 31, 1993 for SEC File No. 70-7905, GPU Nuclear
 Corporation provided consulting services in connection with the final
 radiation survey for Public Service of Colorado's proposed decommissioning
 plan for its Fort St. Vrain nuclear facility.  Revenues realized in 1994 from
 providing these services are shown separately on page 22 of this report.

          PROVIDE SERVICES TO S. COHEN & ASSOCIATES IN CONNECTION WITH
        THE DEFENSE NUCLEAR FACILITIES SAFETY BOARD -SEC FILE NO. 70-8115

 Pursuant to the provisions contained in the Securities and Exchange Commission
 (SEC) order dated May 21, 1993 for SEC File No. 70-8115, GPU Nuclear provided
 consulting services in the areas of Nuclear Chemistry, and Radioactive Waste
 Processing, Electrical Power Systems, Instrumentation and Control,
 Radiological Confinement Systems, Remote Handling Equipment Operation and
 Design, Materials and Metallurgy.  Revenues realized in 1994 from providing
 these services are shown separately on page 22 of this report.

                 PROVIDE NUCLEAR RELATED AND NON-NUCLEAR RELATED
                 SERVICES TO NON-AFFILIATED ENTITIES IN THE U.S.
                        AND ABROAD - SEC FILE NO. 70-8393       

 Pursuant to the provisions contained in the Securities and Exchange Commission
 (SEC) order dated October 17, 1994 for SEC File No. 70-8393, GPU Nuclear
 provided a range of services for Gilbert Associates - Entergy; Sandia
 Laboratories (Rocky Flats decomissioning); Gilbert Commonwealth (Naval
 Facility); and the U.S. Department of Energy (DOE).  Revenues realized in 1994
 from providing these services are shown separately on page 22 of this report.


                                                                       
<PAGE>


                    ANNUAL REPORT OF GPU NUCLEAR CORPORATION






                                SIGNATURE CLAUSE



              Pursuant to the requirements of the Public

         Utility Holding Company Act of 1935 and the rules

         and regulations of the Securities and Exchange

         Commission issued thereunder, the undersigned

         company has duly caused this report to be signed

         on its behalf by the undersigned officer thereunto

         duly authorized.


               GPU NUCLEAR CORPORATION      
             (Name of Reporting Company)

         By: /s/ P. E. Maricondo            
         (Signature of Signing Officer)

         P. E. Maricondo, V. P. Admin. and Fin. & Comptroller
         (Printed Name and Title of Signing Officer)


         Date:      4/28/95      
<PAGE>


<TABLE> <S> <C>







          <ARTICLE> OPUR2
          <MULTIPLIER> 1,000
          <CURRENCY> US DOLLARS
                 
          <S>                                       <C>
          <PERIOD-TYPE>                             12-MOS
          <FISCAL-YEAR-END>                         DEC-31-1994
          <PERIOD-START>                            JAN-01-1994
          <PERIOD-END>                              DEC-31-1994
          <EXCHANGE-RATE>                                     1
          <BOOK-VALUE>                                 PER-BOOK
          <NET-SERVICE-COMPANY-PROPERTY>                     37
          <TOTAL-INVESTMENTS>                               270
          <TOTAL-CURRENT-ASSETS>                         51,938
          <TOTAL-DEFERRED-DEBITS>                        26,031
          <OTHER-ASSETS-AND-DEBITS>                           0
          <TOTAL-ASSETS-AND-DEBITS>                      78,276
          <TOTAL-PROPRIETARY-CAPITAL>                        50
          <TOTAL-LONG-TERM-DEBT>                              0
          <NOTES-PAYABLE>                                     0
          <NOTES-PAYABLE-ASSOCIATE-COMP>                      0
          <OTHER-CURR-AND-ACCRUED-LIAB>                  53,426
          <TOTAL-DEFERRED-CREDITS>                       24,204
          <DEFERRED-INCOME-TAX>                             596
          <TOT-LIABIL-AND-PROPRIET-CAP>                  78,276
          <SERVICES-ASSOCIATE-COMPANIES>                444,355
          <SERVICES-NON-ASSOCIATE-COMP>                      95
          <MISC-INCOME-OR-LOSS>                             242
          <TOTAL-INCOME>                                444,692
          <SALARIES-AND-WAGES>                          126,861
          <EMPLOYEE-PENSION-AND-BENEFIT>                 57,251
          <OTHER-EXPENSES>                              260,580
          <TOTAL-EXPENSES>                              444,692
          <NET-INCOME>                                        0
          <TOTAL-EXPENSES-DIRECT-COST>                  395,968
          <TOTAL-EXPENSES-INDIRECT-COST>                 48,724
          <TOT-EXP-DIRECT-AND-INDIRECT>                 444,692
          <PERSONNEL-END-OF-YEAR>                         2,162
          <FN>
          </FN>
                  <PAGE>

</TABLE>


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