Post-Effective Amendment No. 3 to
SEC File No. 70-8533
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U-1
DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ( Act )
GPU INTERNATIONAL, INC. ( GPU )
One Upper Pond Road
Parsippany, New Jersey 07054
NCP ENERGY, INC. ( NCP )
One Upper Pond Road
Parsippany, New Jersey 07054
(Names of companies filing this statement and addresses
of principal executive offices)
GPU, Inc.
(Name of top registered holding company parent of applicants)
B.L. Levy, President Douglas E. Davidson, Esq.
W. Greengrove, Secretary Berlack, Israels & Liberman LLP
GPU International, Inc. 120 West 45th Street
NCP Energy, Inc. New York, New York 10036
One Upper Pond Road
Parsippany, New Jersey 07054
_________________________________________________________________
(Names and addresses of agents for service)<PAGE>
GPU International, Inc. (formerly Energy Initiatives, Inc.)
("GPUI") and NCP Energy Inc. ( NCP ) hereby post-effectively
amend their Declaration on Form U-1, docketed in SEC File No. 70-
8533, as follows:
1. By Order dated March 1, 1995 (HCAR No. 35-26241), the
Commission authorized NCP to distribute to GPUI, by way of a
dividend, all of NCP s assets other than certain assets related
to its Syracuse Cogeneration Project. The NCP assets to be
distributed to GPUI consisted of all of the outstanding common
stock of each current subsidiary of NCP (other than those
subsidiaries which hold interests in the Syracuse Cogeneration
Project) (the "Project Subs"). By Order dated January 3, 1996
(HCAR No. 35-26447), the Commission extended until June 30, 1996
the period during which NCP was authorized to declare and pay the
dividend.
2. As previously reported, on March 27, 1996, NCP
distributed to GPUI, by way of a dividend, all of the capital
stock of each Project Sub other than the subsidiaries which hold
NCP s interest in the Pasco Cogeneration Project (NCP Pasco
Incorporated and NCP Dade Power Incorporated) (the "Pasco Project
Subs").
NCP was unable to declare and pay the dividend with respect
to the Pasco Project Subs because it had not yet received certain
third-party consents which are required under its project<PAGE>
agreements as a condition to effecting the transfer. NCP now
anticipates that these consents should be received by December
31, 1996. Accordingly, NCP requests that the Commission issue a
supplemental order authorizing it to declare the dividend with
respect to the Pasco Project Subs at any time and from time to
time on or before December 31, 1996.<PAGE>
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE PUBLIC UTILITY HOLDING
COMPANY ACT OF 1935, THE UNDERSIGNED COMPANIES HAVE DULY CAUSED
THIS STATEMENT TO BE SIGNED ON THEIR BEHALF BY THE UNDERSIGNED
THEREUNTO DULY AUTHORIZED.
GPU INTERNATIONAL, INC.
NCP ENERGY, INC.
By: ________________________________
Bruce L. Levy
President
Date: September 19, 1996
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