POS AMC

                                                      Post-Effective
                                                      Amendment No. 3 to
                                                      SEC File No. 70-7607


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM U-l

                                   APPLICATION

                                      UNDER

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

                                GPU, INC. ("GPU")
                               300 Madison Avenue
                          Morristown, New Jersey 07962

              (Name of company filing this statement and address of
                           principal executive office)


Terrance G. Howson,                     Douglas E. Davidson, Esq.
Vice President and Treasurer            Berlack, Israels & Liberman LLP
Mary A. Nalewako, Secretary             120 West 45th Street
Michael J. Connolly, Esq.               New York, New York 10036
Vice President - Law
GPU Service, Inc.
300 Madison Avenue
Morristown, New Jersey  07962




                   (Names and addresses of agents for service)








     GPU hereby post-effectively amends its Application on Form U-1, docketed in
SEC File No. 70-7607, as follows:

      By filing the following exhibit in Item 6 thereof:


          H - Revised GPU Actual and Pro Forma Capitalization Table.


                                        1





                                    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 28, 1999




                                        2

EX-99

                          EXHIBIT TO BE FILED BY EDGAR


H - Revised GPU Actual and Pro Forma Capitalization Table.

EX-99

                                                  EXHIBIT H
                                                  SEC File No. 70-7607


                    CAPITALIZATION AND CAPITALIZATION RATIOS
                    ----------------------------------------

                                 (IN THOUSANDS)





     The  actual  and pro  forma  capitalization  of GPU,  Inc.  and  Subsidiary
Companies at March 31, 1999 is as follows:



                                    Actual            Pro Forma (4)
                             -----------------    -----------------
                                 Amount     %         Amount     %
                             ----------   ----    ----------   ----
Long-term debt(1)            $4 765 164   52.7    $4 765 164   52.6
Notes payable                   232 378    2.6       232 378    2.6
                              ---------   ----      --------   ----
   Total debt                 4 997 542   55.3     4 997 542   55.2
                              ---------   ----     ---------   ----
Preferred stock (2)             126 741    1.4       126 741    1.4
Subsidiary-obligated
 mandatorily redeemable
 preferred securities           330 000    3.6       330 000    3.6
Common equity                 3 602 116   39.7     3 602 597   39.8 (3)
                              ---------  -----     ---------  -----
   Total equity               4 058 857   44.7     4 059 338   44.8
                              ---------  -----     ---------  -----
   Total capitalization      $9 056 399  100.0    $9 056 880  100.0
                              =========  =====     =========  =====



(1) Includes securities due within one year of $431,796.
(2) Includes securities due within one year of $2,500.
(3) Includes the effect of the proposed issuance of 12,900 shares, at an assumed
    price of $37.31 per share,  of GPU, Inc.  common stock under the  Restricted
    Stock Plan for Outside Directors.
(4) The pro forma  capitalization  excludes  approximately  $1,034,119  of GPU's
    proportionate  share of non-recourse debt used to finance the acquisition of
    exempt wholesale generators and foreign utility companies,  as defined under
    the  Public  Utility  Holding  Company  Act  of  1935,  which  debt  is  not
    consolidated for financial  reporting  purposes.  After giving effect to the
    non-recourse debt, the pro forma percentages would be as follows:  Long-term
    debt 57.5%; Notes payable 2.3%;  Preferred stock 1.2%;  Subsidiary-obligated
    mandatorily redeemable preferred securities 3.3%; and Common equity 35.7%.