SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, DC  20549

                                  __________________

                                       FORM 8-K

                                    CURRENT REPORT

                          PURSUANT TO SECTION 13 OR 15(d) OF
                         THE SECURITIES EXCHANGE ACT OF 1934



          Date of Report (date of
          earliest event reported):                    December 11, 1995



                         GENERAL PUBLIC UTILITIES CORPORATION
                  (Exact name of registrant as specified in charter)



               Pennsylvania            1-6047              13-5516589      

          (State or other          (Commission         (IRS employer
          jurisdiction of          file number)        identification no.)
          incorporation)



          100 Interpace Parkway, Parsippany, New Jersey     07054          

          (Address of principal executive offices)          (Zip Code)



          Registrant's telephone number, including area code: (201) 263-6500
<PAGE>





          ITEM 5.   OTHER EVENTS.

                    On   December  11,   1995,  General   Public  Utilities
          Corporation ("GPU") entered  into an Underwriting  Agreement with
          Morgan  Stanley & Co. Incorporated, Goldman, Sachs & Co. and Dean
          Witter  Reynolds   Inc.,  as   representatives  of  the   several
          underwriters,   including   themselves,   named    therein   (the
          "Underwriters"),  providing  for the  issuance  and  sale of  3.5
          million  shares of GPU's Common Stock, par value $2.50 per share.
          Under the Underwriting Agreement,  the Underwriters have a 30-day
          option to purchase up  to an additional 500,000 shares  of Common
          Stock to cover over-allotments, if any.  The new issue is part of
          an  existing  shelf  registration  of five  million  shares,  one
          million shares of which  were sold in a block transaction in June
          1995  (as previously reported).   GPU will use  the proceeds from
          the  offering   to  make   cash  capital  contributions   to  its
          subsidiaries and repay outstanding short-term debt.



          ITEM 7.   FINANCIAL STATEMENTS, PRO  FORMA FINANCIAL  INFORMATION
                    AND EXHIBITS.

                    (c)  Exhibits.

                         1.   Underwriting  Agreement  dated  December  11,
                              1995  between GPU  and Morgan  Stanley  & Co.
                              Incorporated, Goldman, Sachs  & Co. and  Dean
                              Witter Reynolds Inc., as representatives.<PAGE>





                                      SIGNATURE



                    PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE

          ACT OF  1934, THE REGISTRANT  HAS DULY CAUSED  THIS REPORT TO  BE

          SIGNED  ON   ITS  BEHALF   BY  THE  UNDERSIGNED   THEREUNTO  DULY

          AUTHORIZED.



                                        GENERAL PUBLIC UTILITIES CORPORATION



                                        By:                                

                                             T. G. Howson
                                             Vice President and Treasurer

          Date:  December 13, 1995<PAGE>
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SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, DC  20549

                                  __________________

                                       FORM 8-K

                                    CURRENT REPORT

                          PURSUANT TO SECTION 13 OR 15(d) OF
                         THE SECURITIES EXCHANGE ACT OF 1934

          Date of Report (date of
          earliest event reported):                    December 11, 1995

                         GENERAL PUBLIC UTILITIES CORPORATION
                  (Exact name of registrant as specified in charter)

               Pennsylvania            1-6047              13-5516589      

          (State or other          (Commission         (IRS employer
          jurisdiction of          file number)        identification no.)
          incorporation)

          100 Interpace Parkway, Parsippany, New Jersey     07054          

          (Address of principal executive offices)          (Zip Code)

          Registrant's telephone number, including area code: (201) 263-6500
ITEM 5.   OTHER EVENTS.

                    On   December  11,   1995,  General   Public  Utilities
          Corporation ("GPU") entered  into an Underwriting  Agreement with
          Morgan  Stanley & Co. Incorporated, Goldman, Sachs & Co. and Dean
          Witter  Reynolds   Inc.,  as   representatives  of  the   several
          underwriters,   including   themselves,   named    therein   (the
          "Underwriters"),  providing  for the  issuance  and  sale of  3.5
          million  shares of GPU's Common Stock, par value $2.50 per share.
          Under the Underwriting Agreement,  the Underwriters have a 30-day
          option to purchase up  to an additional 500,000 shares  of Common
          Stock to cover over-allotments, if any.  The new issue is part of
          an  existing  shelf  registration  of five  million  shares,  one
          million shares of which  were sold in a block transaction in June
          1995  (as previously reported).   GPU will use  the proceeds from
          the  offering   to  make   cash  capital  contributions   to  its
          subsidiaries and repay outstanding short-term debt.

          ITEM 7.   FINANCIAL STATEMENTS, PRO  FORMA FINANCIAL  INFORMATION
                    AND EXHIBITS.

                    (c)  Exhibits.

                         1.   Underwriting  Agreement  dated  December  11,
                              1995  between GPU  and Morgan  Stanley  & Co.
                              Incorporated, Goldman, Sachs  & Co. and  Dean
                              Witter Reynolds Inc., as representatives.
SIGNATURE

                    PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE

          ACT OF  1934, THE REGISTRANT  HAS DULY CAUSED  THIS REPORT TO  BE

          SIGNED  ON   ITS  BEHALF   BY  THE  UNDERSIGNED   THEREUNTO  DULY

          AUTHORIZED.

                                        GENERAL PUBLIC UTILITIES CORPORATION

                                        By:                                

                                             T. G. Howson
                                             Vice President and Treasurer

          Date:  December 13, 1995