SEC FILE NO. 70-8455
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CERTIFICATE PURSUANT TO
RULE 24
OF PARTIAL COMPLETION OF TRANSACTIONS
GENERAL PUBLIC UTILITIES CORPORATION<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________________x
:
In the Matter of :
: Certificate
General Public Utilities Corporation : Pursuant to
: Rule 24 of Partial
File No. 70-8455 : Completion of
: Transactions
(Public Utility Holding :
Company Act of 1935) :
:
________________________________________x
To the Members of the Securities and Exchange Commission:
The undersigned, General Public Utilities Corporation
("GPU"), hereby certifies pursuant to Rule 24 of the General
Rules and Regulations under the Public Utility Holding Company
Act of 1935 (the "Act") that certain of the transactions proposed
in the Declaration, as amended and as post-effectively amended,
docketed in SEC File No. 70-8455, have been carried out in
accordance with the terms and conditions of, and for the purposes
requested in, said Declaration and pursuant to the Commission's
Order, dated February 3, 1995 (HCAR No. 26227), and Supplemental
Order, dated June 8, 1995 (HCAR No. 26302), with respect thereto,
as follows:
1. On June 8, 1995 GPU entered into an Underwriting
Agreement with Goldman, Sachs & Co. (the "Underwriters")
providing for the issuance and sale by GPU of 1,000,000 shares of
GPU Common Stock, $2.50 par value per share, to the Underwriters.
1<PAGE>
The Agreement provided that the Underwriters would pay GPU a net
price of $29.645 per share.
2. On June 13, 1995, GPU issued and sold to the
Underwriters 1,000,000 shares of Common Stock for a net purchase
price of $29,645,000. GPU will use the proceeds from the sale to
make cash capital contributions to its subsidiaries, Jersey
Central Power & Light Company, Metropolitan Edison Company and
Pennsylvania Electric Company, as authorized by the Commission's
orders dated March 6, 1992 (HCAR No. 25486) and March 25, 1994
(HCAR No. 26011).
3. Pursuant to the Commission's Order, dated February
3, 1995, an additional 4,000,000 shares of Common Stock may be
sold by GPU from time to time through December 31, 1996.
4. The following exhibits in Item 6 are filed
herewith:
B-1(a) -Underwriting Agreement - Incorporated
by reference to Exhibit 1 to GPU Form 8-
K dated June 9, 1995 (File No. 1-6047).
2<PAGE>
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.
GENERAL PUBLIC UTILITIES CORPORATION
By: _______________________________
Terrance G. Howson
Vice President and Treasurer
Date: June 16, 1995<PAGE>
