GPU INC /PA/
35-CERT, 1997-10-06
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









                                      GPU, INC.

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                          SECURITIES AND EXCHANGE COMMISSION

                               WASHINGTON, D.C.  20549


          -----------------------------------------x
                    In the Matter of              :
                                                  :    Certificate
          GPU, Inc.                               :    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, GPU,  Inc. ("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 Orders, 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.
          2.   On  July  31, 1997,  GPU  issued  and sold  from  previously
          reacquired shares a total of 1,807 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
          $34.55 per share,  or an aggregate of $62,431.85 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  August 27,  1997, GPU  issued and  sold from  previously
          reacquired shares a  total of  39,826 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 $33.675 per share, or an aggregate
          of $1,341,140.56 which  represents the average of  the daily high and
          low sale prices of the Common Stock as reported in  The Wall Street

<PAGE>


          Journal for New York Stock Exchange Composite Transactions
          for the ten trading days immediately preceding such date.

          4.   On September 24, 1997,  GPU issued and sold  from previously
          reacquired shares a total of 1,521 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
          $35.58125  per  share,  or   an  aggregate  of  $54,119.08  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.
          5.   To  summarize, to  date  GPU has  sold  a total  of  905,853
          previously  reacquired shares  of  Common Stock  pursuant to  the
          Plan.

<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.

                                        GPU, INC.




                                        By:                                
                                             T. G. Howson
                                             Vice President and Treasurer


          Date: October 6, 1997

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