GPU INC /PA/
35-CERT, 1998-01-08
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.



<PAGE>



                       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  October  29,  1997,  GPU  issued  and sold from
previously  reacquired  shares a total of 1,491  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 $37.703125 per share, or an aggregate
of $56,215.36 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  November  26,  1997,  GPU  issued  and sold from  previously
reacquired  shares a total of 34,933 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  $38.151563  per
share,  or an aggregate of  $1,332,748.55  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 December 31, 1997, GPU issued and sold from previously reacquired shares a
total of 1,230 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 $41.146875 per share, or an aggregate of $50,610.66  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 943,507 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:/s/ T. G. Howson
                                                        T. G. Howson
                                                    Vice President and Treasurer


Date: January 8, 1998






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