GENERAL PUBLIC UTILITIES CORP /PA/
35-CERT, 1996-07-09
ELECTRIC SERVICES
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                                                       SEC FILE NO. 70-7670







                          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. 70-7670              :    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 ("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 Application filed in SEC File No. 70-7670 have

          been carried out in accordance with the terms and conditions of,

          and for the purposes requested in, said Application and pursuant

          to the Commission's Order dated October 23, 1989 and Supplemental

          Order dated December 8, 1995 (collectively, the "Orders"), with

          respect to said Application as follows:

                    1.   Pursuant to the Order, GPU has been authorized to

          issue and sell, from time-to-time through December 31, 2000, up

          to 2,500,000 shares (without giving effect to a two-for-one stock

          split by way of stock dividend effective May 29, 1991) of its

          common stock, par value $2.50 per share (the "Common Stock"),

          pursuant to a dividend reinvestment and stock purchase plan (the

          "Plan") described in the Prospectus included as part of a

          Registration Statement on Form S-3, No. 33-30765, as amended,

          filed under the Securities Act of 1933.<PAGE>





                    2.   On April 24, 1996, GPU issued and sold from

          previously reacquired shares a total of 1,750 shares of Common

          Stock to Plan participants who made optional cash payments to the

          Plan in accordance with its terms.   GPU sold such shares at a

          price of $31.5820313 per share, or an aggregate of $55,268.55

          which represents the average of the daily high and low sale

          prices of the Common Stock as reported in The Wall Street Journal

          for New York Stock Exchange Composite Transactions for the ten

          trading days immediately preceding such date.

                    3.   On May 29, 1996, GPU issued and sold from

          previously reacquired shares a total of 41,686 shares of Common

          Stock to Plan participants who made optional cash payments to the

          Plan and/or reinvested dividends in accordance with its terms.  

          GPU sold such shares at a price of $33.6125 per share, or an

          aggregate of $1,401,170.68 which represents the average of the

          daily high and low sale prices of the Common Stock as reported in

          The Wall Street Journal for New York Stock Exchange Composite

          Transactions for the ten trading days immediately preceding such

          date.

                    4.   On June 26, 1996, GPU issued and sold from

          previously reacquired shares a total of 2,759 shares of Common

          Stock to Plan participants who made optional cash payments to the

          Plan in accordance with its terms.   GPU sold such shares at a

          price of $33.4875 per share, or an aggregate of $92,392.01 which

          represents the average of the daily high and low sale prices of

          the Common Stock as reported in The Wall Street Journal for New

          York Stock Exchange Composite Transactions for the ten trading

          days immediately preceding such date.

                                          2<PAGE>





                    5.   To summarize, to date GPU has sold a total of

          686,311 previously reacquired shares of Common Stock pursuant to

          the Plan.



















































                                          3<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:__________________________________
                                        T. G. Howson
                                        Vice President and Treasurer


          Date:  July 9, 1996<PAGE>


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