Amendment No. 3 to
                                                             SEC File No.70-9629


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM U-1

                                   APPLICATION

                                      UNDER

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

                                GPU, INC. ("GPU")
                               300 Madison Avenue

                          Morristown, New Jersey 07960

              (Name of company filing this statement and addresses
                         of principal executive offices)

                                    GPU, INC.

          (Name of top registered holding company parent of applicants)


T. G. Howson,                                         Douglas E. Davidson, Esq.
Vice President and Treasurer                          Thelen Reid & Priest LLP
S. L. Guibord, Secretary                              40 West 57th Street
GPU Service, Inc.                                     New York, New York 10019
300 Madison Avenue
Morristown, New Jersey  07960

M. J. Connolly
Vice President - Law
GPU Service, Inc.
300 Madison Avenue
Morristown, New Jersey  07960


                   (Names and addresses of agents for service)










         GPU hereby amends its Application on Form U-1, docketed in SEC File
No. 70-9629, as follows:

1.       By amending Paragraph C of Item 1 thereof in its entirety as follows:

C. GPU and its subsidiaries(2) currently have an aggregate ownership interest in
UMI of approximately  36% and would,  therefore,  receive  approximately  36% of
UMICO's voting shares upon UMI's  demutualization.  In order to more efficiently
manage and  administer its workers  compensation  insurance  programs,  prior to
demutualization,  the GPU  subsidiaries  (other  than Prime and  Onondaga)  have
assigned  their  present  interests  in UMI to GPU.  The  assignment  of the GPU
subsidiaries'  rights  to UMI  interests  was  undertaken  merely as a matter of
administrative  convenience.  The GPU Subsidiaries will continue to benefit from
the cost savings  described in  Paragraph D below,  since the GPU  Subsidiaries'
insurance policies will remain the same and each GPU Subsidiary will continue to
be an insured  under the  existing  policies  that it had entered into with UMI.
Accordingly,  the  assignment  of the  intersts  in UMI will not have a negative
impact on the GPU Subsidiaries. In contemplation of the pending demutualization,
GPU and the other  utility  policy  holders  have  entered  into a  subscription
agreement providing for their purchase of shares of UMICO in proportion to their
respective interests in UMI. Under the subscription agreement, GPU has agreed to
acquire  approximately  36.52% of UMICO in exchange for its present  interest in
UMI, subject,  however,  to the receipt of all necessary  regulatory  approvals,
including  Commission  authorization  under the Act.  Following the acquisition,
UMICO would, therefore, become a nonutility subsidiary of GPU.

[FN]

______________

(2)       The GPU  Subsidiaries  are the following:  GPU Advanced  Resources,
Inc., Metropolitan Edison Company, Pennsylvania Electric Company, Jersey Central
Power & Light Company, GPU International,  Inc., GPU Service, Inc., GPU Nuclear,
Inc.,  Prime Energy  Limited  Partnership  ("Prime")  and Onondaga  Cogeneration
Limited Partnership ("Onondaga").









                                    SIGNATURE

                  PURSUANT TO THE  REQUIREMENTS  OF THE PUBLIC  UTILITY  HOLDING
COMPANY ACT OF 1935, THE  UNDERSIGNED  COMPANY HAS DULY CAUSED THIS STATEMENT TO
BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED.

                                        GPU, INC.




                                        By: /s/ T. G. Howson
                                            ----------------
                                              T. G. Howson,
                                              Vice President and Treasurer



Date:  July 5, 2000










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