GPU INC /PA/
U-9C-3, 1998-11-24
ELECTRIC SERVICES
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM U-9C-3




                     QUARTERLY REPORT PURSUANT TO RULE 58 OF
                 THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

                For the quarterly period ended September 30, 1998
                                               -----------------










                         GPU, Inc. (File No. 074-00023)
- --------------------------------------------------------------------------------
                      (Name of Registered Holding Company)

                  300 Madison Avenue, Morristown, NJ 07962-1911
- --------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)


                                     <PAGE>





                                    GPU, Inc.


                     Quarterly Report Pursuant to Rule 58 of
                 the Public Utility Holding Company Act of 1935

                For the quarterly period ended September 30, 1998
                                               -----------------


                                Table of Contents
                                -----------------

  Item
   No.                             Title                                 Page

     1           Organization Chart                                        1

     2           Issuances and Renewals of Securities and
                 Capital Contributions                                     3

     3           Associate Transactions                                    4

     4           Summary of Aggregate Investment                           7

     5           Other Investments                                         8

     6           Financial Statements and Exhibits:

                     A - Financial Statements                              9

                     B - Exhibits                                         10

                     C - Certificate of GPU, Inc.                         11

                 Signature                                                12










  Note:      All  dollar  amounts  shown in this Form  U-9C-3 are  expressed  in
             thousands  except  for  the  amounts  presented  in  the  financial
             statements (Exhibit A), which are expressed in whole dollars.


<PAGE>

<TABLE>

                                                                       ITEM 1 - ORGANIZATION CHART
<CAPTION>

                                           Energy (ERC)
                                           or Gas (GRC)     Date of     State of      Percentage of Voting     Nature of
            Name of Reporting Company      Related Company Organization Organization     Securities Held **     Business
- -----------------------------------------  --------------  ------------ ------------    --------------------

- ---------

GPU, Inc. (a)

<S>                                                     <C>       <C>            <C>                   <C>        <C>
GPU Advanced Resources, Inc.                      ERC       09/13/96       Delaware              100.0%            (b)

GPU International, Inc. (a)

Elmwood Energy Corporation                        ERC       02/13/87       New Jersey            100.0              (c),(d)
  Prime Energy Limited Partnership                ERC       05/08/86       New Jersey             50.0              (d)
Camchino Energy Corporation                       ERC       04/26/89       Delaware              100.0              (c),(d)
  OLS Power Limited Partnership                   ERC       08/02/89       Delaware                1.0              (c)
    OLS Acquisition Corporation                   ERC       05/03/89       Delaware              100.0              (c)
      OLS Energy - Chino                          ERC       08/08/84       California            100.0              (d)
      OLS Energy - Camarillo                      ERC       08/08/84       California            100.0              (d)
      OLS Energy - Berkeley                       ERC       09/05/85       California            100.0               *
Geddes Cogeneration Corporation                   ERC       03/23/89       New York              100.0              (c),(d)
Geddes II Corporation  (New)                      ERC       06/24/98       Delaware              100.0              (c)
  Onondaga Cogeneration Limited Partnership       ERC       06/08/88       New York               50.0              (d)
EI Selkirk, Inc.                                  ERC       10/31/94       Delaware              100.0              (c)
 Selkirk Cogeneration Partners Limited
 Partnership                                      ERC       06/06/90       Delaware               19.2              (d)
NCP Energy, Inc.                                  ERC       11/21/89       California            100.0              (c),(d)
  Syracuse Orange Partners L.P.                   ERC       04/02/91       Delaware                4.9              (c)
    Project Orange Associates L.P.                ERC       05/12/88       Delaware                4.4              (d)
NCP Gem, Inc.                                     ERC       05/23/91       Delaware              100.0              (c)
NCP New York, Inc.                                ERC       07/09/93       Delaware              100.0               *
NCP Brooklyn Power, Inc.                          ERC       07/09/93       Delaware              100.0              *
NCP Lake Power, Inc.                              ERC       05/23/91       Delaware              100.0              (c),(d)
  Lake Investment, L.P.                           ERC       05/23/91       Delaware              100.0              (c)
    Lake Cogen, Ltd.                              ERC       03/13/91       Florida                49.9              (d)
    New Lake Corporation                          ERC       01/02/97       Florida                   - (g)          (c)
GPUI Lake Holdings, Inc.                          ERC       12/24/96       Delaware              100.0              *
NCP Pasco, Inc.                                   ERC       05/23/91       Delaware              100.0              (c)
NCP Dade Power, Inc.                              ERC       05/23/91       Delaware              100.0              (c),(d)
  Dade Investment, L.P.                           ERC       05/23/91       Delaware              100.0              (c)
    Pasco Cogen, Ltd.                             ERC       03/13/91       Florida                49.9              (d)
NCP Houston Power, Inc.                           ERC       12/02/93       Delaware              100.0              (c),(d)
NCP Perry, Inc.                                   ERC       12/02/93       Delaware              100.0              (c)
  Mid-Georgia Cogen, L.P.                         ERC       12/03/93       Delaware               50.0              (d)
EI Services, Inc.                                 ERC       10/07/93       Delaware              100.0              (d)
NCP Ada Power, Inc.                               ERC       07/31/93       California            100.0              *
Umatilla Groves, Inc.                             ERC       06/17/92       Delaware              100.0              *
NCP Commerce Power, Inc.                          ERC       08/31/93       California            100.0              *
Armstrong Energy Corporation                      ERC       07/14/88       New Jersey            100.0              *
  AEC/REF Fuel, Limited Partnership               ERC       12/22/89       Pennsylvania          100.0              *
EI Fuels Corporation                              ERC       08/09/90       Delaware              100.0              (e)
GPU Solar, Inc.                                   ERC       07/09/97       New Jersey             50.0              (f)
GPUI Holdings, Inc.                               ERC       03/03/97       Delaware              100.0               *

                                                             1

</TABLE>

<PAGE>


                     ITEM 1 - ORGANIZATION CHART (Continued)


*    Inactive.  ** Sets forth the percentage of voting  securities held directly
     or  indirectly  by  GPU,  Inc.  or  GPU  International,   Inc.  (GPUI),  as
     applicable.

(a)    These GPU system companies hold securities  directly or indirectly in the
       energy-related  companies  set below their names.  GPUI is a wholly owned
       subsidiary of GPU, Inc.

(b)  This  subsidiary was formed to engage in energy  services and retail energy
     sales.
(c)  These  energy-related  companies  hold  securities in other  energy-related
     companies.
(d)    These  subsidiaries  participate  in some or all  aspects  of  promoting,
       developing,  owning, managing and/or operating qualifying facilities,  as
       defined in the Public Utility Regulatory Policies Act of 1978.
(e) This subsidiary provides fuel management services.
(f) This  subsidiary is involved in the  development  and  commercialization  of
photovoltaics.
(g)    In June 1997,  GPUI sold to New Lake  Corporation  an option,  which GPUI
       held, to acquire a 50% limited  partnership  interest in Lake Cogen, Ltd.
       in  consideration  of a $10 million  promissory  note issued to GPUI. New
       Lake Corporation subsequently exercised that option. New Lake Corporation
       is not an affiliate of GPUI.



            Narrative Description of Activities for Reporting Period
            --------------------------------------------------------


       GPUI paid ten  dollars  to acquire  all of the  outstanding  shares  (100
shares, no par value) of Geddes II Corporation common stock.

       A 50% limited partnership  interest in Onondaga Cogen, L.P. was issued by
the  partnership  to Geddes II Corporation  in connection  with a  restructuring
agreement entered into with Enron Capital & Trade Resources Corp.

       GPUI has  agreed to  provide  for the  issuance  of a letter of credit to
Georgia  Power  Company from time to time,  up to a maximum  amount of $9,784 on
behalf Mid-Georgia Cogen, L.P. GPUI's agreement is guaranteed by GPU, Inc.



                                        2


<PAGE>

<TABLE>

                                ITEM 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS

<CAPTION>

                               Type of     Principal                           Company to    Collateral      Consideration
 Company Issuing               Security    Amount of     Issue or    Cost of  whom Security  Given with      Received
 Security                      Issued      Security      Renewal     Capital   was Issued     Security       for Each Security
- -----------------------       -----------  ------------    --------    -------  -----------       ---------- ------------
   
- -----------

<S>                            <C>                <C>       <C>          <C>    <C>             <C>       <C>
Geddes II Corporation          Common Stock       N/A       Issue        N/A    GPU             N/A       GPUI paid ten dollars
                                                                               International, Inc.        to acquire all of
                                                                                                          the outstanding
                                                                                                          shares (100 shares, no
                                                                                                          par value)of Geddes II
                                                                                                          Corp. common 
                                                                                                          stock.



Onondaga Cogen, L.P.           Partnership        N/A        N/A         N/A   Geddes II     N/A          A 50% limited 
                                Interest                                       Corporation                partnership interest
                                                                                                          in Onondaga  Cogen,
                                                                                                          L.P. was  issued by
                                                                                                          the partnership to
                                                                                                          Geddes II Corp.in
                                                                                                          connection with a
                                                                                                          restructuring agreement
                                                                                                          entered into with Enron
                                                                                                          Capital &
                                                                                                          Trade Resources Corp. No
                                                                                                          consideration
                                                                                                          was given.


                               <S>                                          <C>                           <C>    
                               Company Contributing                         Company Receiving             Amount of Capital
                                    Capital                                    Capital                        Contribution   
                                    -------                                   -------                         ------------   

                                      N/A                                       N/A                           N/A




<FN>

Note:     The information provided in Item 2 presents the activities of the reporting period only.
</FN>











                                                                   3
</TABLE>


<PAGE>

<TABLE>

                         ITEM 3 - ASSOCIATE TRANSACTIONS

<CAPTION>

Part I - Transactions Performed by Reporting Companies on Behalf of Associate Companies



                                                                                                                            Total
     Reporting Company                   Associate Company                                                              Amount
       Rendering Services                Receiving Services                        Types of Services Rendered           Billed
       ------------------                ------------------                        --------------------------           ------

<S>                                  <C>                                               <C>                               <C>   
EI Services, Inc.                    Mid-Georgia Cogen, L.P.                           Construction and operations       $xxx (1)
                                                                                       management

NCP Houston Power, Inc.              Mid-Georgia Cogen, L.P.                           Accounting and administration      xxx (1)

EI Fuels Corporation                 Mid-Georgia Cogen, L.P.                           Fuel supplies and management       xxx (1)
                                                                                       services


NCP Lake Power, Inc.                 Lake Cogen, Ltd.                                  Accounting, administration and     xxx (1)
                                                                                       operations and maintenance (O&M)
                                                                                       management

NCP Dade Power, Inc.                 Pasco Cogen, Ltd.                                 Administration and O&M management  xxx (1)

Geddes Cogeneration Corporation      Onondaga Cogeneration Limited Partnership         Accounting, administration and     xxx (1)
                                                                                       O&M management

Camchino Energy Corporation          OLS Energy - Chino                                Accounting, administration and     xxx (1)
                                                                                       O&M management

Camchino Energy Corporation          OLS Energy - Camarillo                            Accounting, administration and     xxx (1)
                                                                                       O&M management

Elmwood Energy Corporation           Prime Energy Limited Partnership                  Accounting and administration      xxx (1)


<FN>

Notes:     The  information  provided in Item 3 presents the  activities  of the
           reporting  period only. The amounts required under the caption "Total
           Amount Billed" are being filed  pursuant to request for  confidential
           treatment.

      (1)  The amounts shown represent  negotiated  contractual  rates billed in
           accordance with the applicable service contracts filed under Item 6.
</FN>

                                                                   4
</TABLE>


<PAGE>

<TABLE>

                   ITEM 3 - ASSOCIATE TRANSACTIONS (Continued)

<CAPTION>

Part II - Transactions Performed by Associate Companies on Behalf of Reporting Companies


                                                                                                                         Total
     Associate Company                     Reporting Company                                                             Amount
    Rendering Services                    Receiving Services                    Types of Services Rendered               Billed
    ------------------                    ------------------                    --------------------------               ------

<S>                                <C>                                      <C>                                         <C>
GPU International, Inc.            Prime Energy Limited Partnership         O&M management                              $xxx (1)

GPU International, Inc.            EI Services, Inc.                        Construction and operations                  xxx (1)
                                                                            management for Mid-Georgia
                                                                            Cogen, L.P.

GPU International, Inc.            NCP Houston Power, Inc.                  Accounting and administration for            xxx (1)
                                                                            Mid-Georgia Cogen, L.P.

GPU International, Inc.            NCP Lake Power, Inc.                     Accounting, administration and O&M           xxx (1)
                                                                            management for Lake Cogen, Ltd.

GPU International, Inc.            NCP Dade Power, Inc.                     Administration and O&M management            xxx (1)
                                                                            for Pasco Cogen, Ltd.

GPU International, Inc.            Geddes Cogeneration Corporation          Accounting and administration for            xxx (1)
                                                                            Onondaga Cogeneration Limited
                                                                            Partnership

GPU International, Inc.            Camchino Energy Corporation              Accounting and administration for            xxx (1)
                                                                            OLS Power Limited Partnership

GPU International, Inc.            Camchino Energy Corporation              Accounting, administration and O&M           xxx (1)
                                                                            management for OLS Energy - Chino

GPU International, Inc.            Camchino Energy Corporation              Accounting, administration and O&M           xxx (1)
                                                                            management for OLS Energy -
                                                                            Camarillo

GPU International, Inc.            Elmwood Energy Corporation               Accounting and administration for            xxx (1)
                                                                            Prime Energy Limited Partnership




                                                                   5
</TABLE>


<PAGE>
<TABLE>


                   ITEM 3 - ASSOCIATE TRANSACTIONS (Continued)


Part II - Transactions Performed by Associate Companies on Behalf of Reporting Companies (Continued)

<CAPTION>

                                                                                                   Total
     Associate Company       Reporting Company                                                    Amount
    Rendering Services       Receiving Services             Types of Services Rendered            Billed
    ------------------       ------------------             --------------------------            ------

<S>                          <C>                             <C>                                  <C>      
GPU International, Inc.      NCP Energy, Inc.                Accounting and administration for    $xxx (1)
                                                             Syracuse Orange Partners L.P. and
                                                             Project Orange Associates L.P.

GPU International, Inc.      GPU Solar, Inc.                 Management, marketing and technical   xxx (1)
                                                             expertise for GPU Solar, Inc.

GPU International, Inc.      GPU Advanced Resources, Inc.    Certain general and administrative    xxx (1)
                                                             services for GPU Advanced Resources,
                                                             Inc.

Metropolitan Edison Company  GPU Advanced Resources, Inc.    Certain general and administrative    xxx (2)
                                                             services for GPU Advanced Resources,
                                                             Inc.

GPU Service, Inc.            GPU Advanced Resources, Inc.    Legal and certain general and         xxx (3)
                                                             administrative services for
                                                             GPU Advanced Resources, Inc.


<FN>

Notes:        The information  provided in Item 3 presents the activities of the
              reporting  period  only.  The amounts  required  under the caption
              "Total  Amount  Billed"  are being  filed  pursuant to request for
              confidential treatment.

       (1)     The amounts shown include overhead charges applied,  at a rate of
               208%, to employee salaries billed for services  rendered,  except
               in the case of services performed for NCP Energy, Inc. in respect
               of  Project  Orange  Associates  L.P.  (POA),  for  which  a 120%
               overhead charge is applied. In addition, a 10% overhead charge is
               applied to certain  administrative  expenses  related to POA.  No
               capital costs were charged.

       (2)     The amounts shown include overhead charges applied,  at a rate of
               58%,  to  employee  salaries  billed for  services  rendered.  No
               capital costs were charged.

       (3)     The amounts shown include overhead charges applied,  at a rate of
               53.4%,  to employee  salaries  billed for services  rendered.  No
               capital costs were charged.

</FN>

                                                                   6

</TABLE>

<PAGE>
<TABLE>


                    ITEM 4 - SUMMARY OF AGGREGATE INVESTMENT

<CAPTION>

Investments in energy-related companies:

   <S>                                                                              <C>         <C>            <C>     
   Total average consolidated capitalization as of  September 30, 1998              $8,747,588                Line 1
                                                   ------------------------
       Total capitalization multiplied by 15% (line 1 multiplied by 0.15)            1,312,138                Line 2
       Greater of $50 million or line 2                                                        $1,312,138     Line 3

       Total current aggregate investment:
       (categorized by major line of energy-related business)
           Ownership and operation of qualifying facilities (Category VIII)             35,784
           Energy services and retail energy sales (Category V)                          4,300
           Fuel management services (Category IX)                                            -
           Operations and maintenance services (Category VII)                                -
           Development and commercialization of photovoltaics (Category II)                  -  
                                                                                      ---------

                Total current aggregate investment                                              40,084        Line 4
                                                                                                ------             

       Difference  between the  greater of $50 million or 15% of  capitalization
           and the total aggregate investment of the registered holding company
             system (line 3 less line 4)                                                     $1,272,054       Line 5
                          =           =                                                      ==========                   


<FN>


Notes:     The caption  "Total  average  consolidated  capitalization"  includes
           total common equity,  preferred equity (including  amounts due within
           one year), long-term debt (including amounts due within one year) and
           short-term debt.

          The caption "Total current aggregate  investment" includes all amounts
          invested or committed to be invested in energy-related companies on or
          after the date of effectiveness of Rule 58 (March 24, 1997), for which
          there  is  recourse,  directly  or  indirectly,  to GPU,  Inc.  or any
          subsidiary company thereof.


</FN>










                                                                   7
</TABLE>


<PAGE>
<TABLE>


                           ITEM 5 - OTHER INVESTMENTS

<CAPTION>

                                                Aggregate Investment as of      Change in Investments      Reason for Change
Major Line of Energy-Related Business                 June 30, 1998            During Reporting Period     in Investments 
- -------------------------------------           ------------------------       -----------------------      ----------
         


<S>                                                     <C>                          <C>                    <C>    
Ownership and operation of qualifying
     facilities (Category VIII)                         $155,132 *                    $ 9,784                GPUI paid ten dollars
                                                                                                             to acquire  all of
                                                                                                             the outstanding shares
                                                                                                             (100  shares,  no  par
                                                                                                              value) of Geddes
                                                                                                              II Corporation
                                                                                                              common stock. In
                                                                                                              addition,  the
                                                                                                              change  includes
                                                                                                              a  maximum of
                                                                                                              $9,784  of letter
                                                                                                              of  credit obligations
                                                                                                              undertaken by GPUI
                                                                                                              on  behalf Mid-Georgia
                                                                                                              Cogen,  L.P.,
                                                                                                              as  discussed
                                                                                                              above. 

Energy services and retail energy
  sales (Category V)                                       4,300                               -                 No change.

Fuel management services (Category IX)                        **                               -                 No change.

Operations and maintenance
  services (Category VII)                                     **                               -                 No change.

Development and commercialization of
  photovoltaics (Category II)                       Less than $1                               -                 No change.

<FN>


*   The caption  "Aggregate  Investment as of June 30, 1998"  includes  $129,132
    that was invested or committed to be invested in  energy-related  companies,
    prior to the date of  effectiveness  of Rule 58 (March 24, 1997),  for which
    there is recourse,  directly or  indirectly,  to GPU, Inc. or any subsidiary
    thereof.


**  The amounts invested in such energy-related companies, which are immaterial,
    have  subsequently  been  reinvested,  and are  included in  "Ownership  and
    operation of qualifying facilities (Category VIII)."

</FN>




                                                                   8

</TABLE>

<PAGE>




                   ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS


A.  Financial Statements

                                                                           
A-1  Financial statements of GPU Advanced Resources,  Inc. for the quarter ended
     September 30, 1998.

A-2  Financial  statements of Elmwood Energy  Corporation  for the quarter ended
     September 30, 1998 - filed pursuant to request for confidential treatment.

A-3  Financial  statements of Camchino Energy  Corporation for the quarter ended
     September 30, 1998 - filed pursuant to request for confidential treatment.

A-4  Financial  statements of Prime Energy Limited  Partnership  for the quarter
     ended September 30, 1998 - filed pursuant to
            request for confidential treatment.

A-5  Financial  statements of Geddes  Cogeneration  Corporation  for the quarter
     ended  September  30, 1998 - filed  pursuant  to request  for  confidential
     treatment.

A-6  Financial  statements of Onondaga  Cogeneration Limited Partnership for the
     quarter  ended   September  30,  1998  -  filed  pursuant  to  request  for
     confidential treatment.

A-7  Financial  statements of NCP Energy,  Inc. for the quarter ended  September
     30, 1998 - filed pursuant to request for confidential treatment.

A-8  Financial  statements  of NCP  Lake  Power,  Inc.  for  the  quarter  ended
     September 30, 1998 - filed pursuant to request for
            confidential treatment.

A-9  Financial  statements  of NCP  Dade  Power,  Inc.  for  the  quarter  ended
     September 30, 1998 - filed pursuant to request for confidential treatment.

A-10 Financial  statements  of NCP Houston  Power,  Inc.  for the quarter  ended
     September 30, 1998 - filed pursuant to request for
            confidential treatment.

A-11 Financial  statements  of  Mid-Georgia  Cogen,  L.P. for the quarter  ended
     September 30, 1998 - filed pursuant to request for
            confidential treatment.

A-12 Financial  statements of EI Services,  Inc. for the quarter ended September
     30, 1998 - filed pursuant to request for confidential treatment.

A-13 Financial statements of GPU Solar, Inc. for the quarter ended September 30,
     1998 - filed pursuant to request for confidential treatment.

A-14 Financial  statements  of  EI  Fuels  Corporation  for  the  quarter  ended
     September 30, 1998 - filed pursuant to request for confidential treatment.





                                        9



<PAGE>



ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS (Continued)

Exhibits
- --------

B.  Contracts Required by Item 3
- --  ----------------------------

B-1  Contract between EI Services,  Inc. and Mid-Georgia  Cogen, L.P. to provide
     construction and operations management services - incorporated by reference
     to  Exhibit  B-1 to GPU's  Quarterly  Report on Form  U-9C-3 for the period
     ended June 30, 1997.

B-2  Contract  between NCP Houston Power,  Inc. and Mid-Georgia  Cogen,  L.P. to
     provide  accounting and  administrative  services  (included in partnership
     agreement) -  incorporated  by reference to Exhibit B-2 to GPU's  Quarterly
     Report on Form U-9C-3 for the period ended June 30, 1997.

B-3  Contract  between NCP Lake  Power,  Inc.  and Lake  Cogen,  Ltd. to provide
     accounting,  administrative and operations and maintenance (O&M) management
     services (included in partnership agreement) - incorporated by reference to
     Exhibit B-3 to GPU's  Quarterly  Report on Form U-9C-3 for the period ended
     June 30, 1997.

B-4  Contract  between NCP Dade Power,  Inc.  and Pasco  Cogen,  Ltd. to provide
     administrative  and  O&M  management   services  (included  in  partnership
     agreement) -  incorporated  by reference to Exhibit B-4 to GPU's  Quarterly
     Report on Form U-9C-3 for the period ended June 30, 1997.

B-5  Contract between Geddes Cogeneration  Corporation and Onondaga Cogeneration
     Limited   Partnership  to  provide   accounting,   administrative  and  O&M
     management  services (included in partnership  agreement) - incorporated by
     reference to Exhibit B-5 to GPU's  Quarterly  Report on Form U-9C-3 for the
     period ended June 30, 1997.

B-6  Contract  between  Camchino  Energy   Corporation  and  OLS  Power  Limited
     Partnership to provide accounting and administrative  services (included in
     partnership  agreement) - incorporated by reference to Exhibit B-6 to GPU's
     Quarterly Report on Form U-9C-3 for the period ended June 30, 1997.

B-7  Contract  between  Camchino  Energy  Corporation  and OLS Energy - Chino to
     provide   accounting,   administrative   and  O&M  management   services  -
     incorporated by reference to Exhibit B-7 to GPU's Quarterly  Report on Form
     U-9C-3 for the period ended June 30, 1997.

B-8  Contract between Camchino Energy  Corporation and OLS Energy - Camarillo to
     provide   accounting,   administrative   and  O&M  management   services  -
     incorporated by reference to Exhibit B-8 to GPU's Quarterly  Report on Form
     U-9C-3 for the period ended June 30, 1997.

B-9  Contract  between  Elmwood  Energy  Corporation  and Prime  Energy  Limited
     Partnership to provide accounting and administrative  services (included in
     partnership  agreement) - incorporated by reference to Exhibit B-9 to GPU's
     Quarterly Report on Form U-9C-3 for the period ended June 30, 1997.

B-10 Contract  between  GPU   International,   Inc.  and  Prime  Energy  Limited
     Partnership to provide O&M management services incorporated by reference to
     Exhibit B-10 to GPU's Quarterly  Report on Form U-9C-3 for the period ended
     June 30, 1997.



                                       10


<PAGE>




ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS (Continued)


B.  Contracts Required by Item 3
- --  ----------------------------


B-11 Contract between GPU International,  Inc. and Onondaga Cogeneration Limited
     Partnership to provide O&M management  services - incorporated by reference
     to Exhibit  B-11 to GPU's  Quarterly  Report on Form  U-9C-3 for the period
     ended June 30, 1997.

B-12 Contract  between GPU  International,  Inc. and GPU Solar,  Inc. to provide
     management,  marketing and technical  expertise  services - incorporated by
     reference to Exhibit B-12 to GPU's Quarterly  Report on Form U-9C-3 for the
     period ended September 30, 1997.

B-13 Contract  between GPU Service,  Inc. and GPU  Advanced  Resources,  Inc. to
     provide   legal  and  certain   general  and   administrative   services  -
     incorporated by reference to Exhibit B-13 to GPU's Quarterly Report on Form
     U-9C-3 for the period ended December 31, 1997.


B-14 Contract  between EI Fuels  Corporation  and  Mid-Georgia  Cogen,  L.P.  to
     provide fuel supplies and management services  incorporated by reference to
     Exhibit B-14 to GPU's Quarterly  Report on Form U-9C-3 for the period ended
     June 30, 1998.



Note:Services  rendered by GPU  International,  Inc. to EI Services,  Inc.,  NCP
     Houston Power,  Inc., NCP Lake Power,  Inc., NCP Dade Power,  Inc.,  Geddes
     Cogeneration  Corporation,  Camchino  Energy  Corporation,  Elmwood  Energy
     Corporation,  NCP  Energy,  Inc.  and GPU  Advanced  Resources,  Inc.,  and
     services rendered by Metropolitan Edison Company to GPU Advanced Resources,
     Inc. are provided pursuant to oral  arrangements and no written  agreements
     exist.


C.       Certificate of GPU, Inc.
- --       ------------------------










                                       11


<PAGE>


                                    SIGNATURE


       The undersigned registered holding company has duly caused this quarterly
report to be signed on its  behalf by the  undersigned  officer  thereunto  duly
authorized  pursuant to the  requirements  of the Public Utility Holding Company
Act of 1935.




                                            GPU, INC.


November 24, 1998
                             By /s/ F. A. Donofrio 
                               ------------------
                               F. A. Donofrio, Vice President,
                               Comptroller and Chief Accounting Officer










































                                       12






         Index of Financial Statements and Exhibits to be Filed in EDGAR
         ---------------------------------------------------------------



A-1  Financial statements of GPU Advanced Resources,  Inc. for the quarter ended
     September 30, 1998.

C    Certificate of GPU, Inc.






                                                                     Exhibit A-1

                          GPU ADVANCED RESOURCES, INC.
                                  Balance Sheet
                               September 30, 1998
                         -----------------------------
                                   (Unaudited)




Assets

Current assets:
  Cash and temporary cash investments                   $ 1,100,635
  Accounts receivable:   
    Customers                                             1,554,790
    Other                                                     1,499
  Deferred income taxes                                     105,000
  Prepayments                                                 9,157
                                                              -----

          Total current assets                            2,771,081
                                                          ---------


Other property and investments                               82,733
                                                             ------


          Total Assets                                  $ 2,853,814
                                                        ==========




Liabilities & Stockholder's Equity

Current liabilities:
  Accounts payable                                      $ 2,913,443
  Other                                                   1,130,350
                                                         ----------

          Total current liabilities                       4,043,793
                                                          ---------


Deferred income taxes                                       118,046
                                                            -------


Stockholder's equity:
  Common stock                                                  100
  Capital surplus                                         4,800,000
  Retained earnings                                     (6,108,125)
                                                        ---------- 

      Total stockholder's equity                        (1,308,025)
                                                        ---------- 


          Total Liabilities & Stockholder's Equity      $ 2,853,814
                                                        ===========



<PAGE>


                                                                     Exhibit A-1

                          GPU ADVANCED RESOURCES, INC.
                              Statements of Income
                                   (Unaudited)





                                                 Three Months     Nine Months
                                                     Ended           Ended
                                                 Sept.30,1998    Sept.30,1998


Operating Revenues                               $ 3,119,451    $  8,336,750 
                                                   ----------     ------------


Other operation and maintenance                    3,586,749      10,607,803
                                                   ---------      ----------


Operating Income/(Loss)                           (  467,298)     (2,271,053)


Other Income and Expenses                             23,437          75,014
                                                  ----------      ----------



Earnings Before Income Taxes                      (  443,861)     (2,196,039)


  Income tax benefit                              (  155,351)     (  768,113)
                                                  ----------      ----------
    

Net Loss                                         $(  288,510)    $(1,427,926)
                                                  ==========      ==========








                                                                       Exhibit C

                                    GPU, Inc.
                  300 Madison Avenue, Morristown, NJ 07962-1911


                                   Certificate


        Pursuant to the  requirements  of Rule 58 of the Public Utility  Holding
Company Act of 1935, the undersigned certifies that:

               A copy of quarterly  report on Form U-9C-3,  for the period ended
               June 30,  1998,  was  filed  with the  state  commissions  having
               jurisdiction  over the  electric  retail  rates  of GPU's  public
               utility  subsidiary  companies.  The names and addresses of these
               state commissions are as follows:

                   New Jersey Division of Energy
                   Board of Public Utilities
                   Two Gateway Center
                   Newark, NJ 07102

                   Commonwealth of Pennsylvania*
                   Public Utility Commission
                   P.O. Box 3265
                   Harrisburg, PA 17105-3265



*A  conformed  copy  of  the  publicly  available  report  was  filed  with  the
Pennsylvania Public Utility Commission.




November 24, 1998
                                            By /s/ P. R. Chatman              
                                                ---------------------
                                               P. R. Chatman,
                                               Assistant Comptroller -
                                               GPU Service, Inc.




Note:       Pennsylvania  Electric Company ("Penelec") is also subject to retail
- ----        rate  regulation  by the New York  Public  Service  Commission  with
            respect  to retail  service  to  approximately  3,700  customers  in
            Waverly,  New York served by Waverly Electric Power & Light Company,
            a Penelec  subsidiary.  Waverly Electric's  revenues are immaterial,
            accounting for less than 1% of Penelec's total operating revenues.




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