GPU INC /PA/
U-9C-3, 1999-11-30
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, 1999
                                               ------------------










                         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, 1999
                                               ------------------



                                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>

<CAPTION>

                           ITEM 1 - ORGANIZATION CHART

                                                       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 II Corporation                                      ERC         06/24/98      Delaware               100.0          (c),(d)
Geddes Cogeneration Corporation                            ERC         03/23/89      New York               100.0          (c),(d)
  Onondaga Cogeneration Limited Partnership                ERC         06/08/88      New York               100.0            (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 New York, Inc.                                         ERC         07/09/93      Delaware               100.0             *
NCP Brooklyn Power, Inc.                                   ERC         07/09/93      Delaware               100.0             *
NCP Gem, Inc.                                              ERC         05/23/91      Delaware               100.0            (c)
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 Corp.                                         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>
<TABLE>
<CAPTION>


                     ITEM 1 - ORGANIZATION CHART (Continued)

                                                     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
- ------------------------------------------          ---------------   ------------  ------------    ------------------   --------

<S>                                                        <C>          <C>          <C>                 <C>                <C>
GPU Generation Services - Lake, Inc.                       ERC          04/05/99     Delaware            100.0              (d)*
GPU Generation Services - Pasco, Inc.                      ERC          04/05/99     Delaware            100.0              (d)

<FN>

*    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 Corp.  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
     Corp.  subsequently  exercised  that  option.  New  Lake  Corp.  is  not an
     affiliate of GPUI.


            Narrative Description of Activities for Reporting Period


     GPU Advanced Resources, Inc. - In the third quarter of 1999, GPU, Inc. made
     additional  capital  contributions  to  GPU  Advanced  Resources  (GPU  AR)
     totaling $9.9 million.

     GPU Solar - In the third quarter of 1999,  GPUI made an additional  capital
     contribution  of $350  thousand  to GPU  Solar for an  investment  in a 132
     kilowatt (KW) solar power facility located in California.

</FN>



                                        2

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


     ITEM 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS

<S>                           <C>          <C>            <C>        <C>        <C>             <C>             <C>
                               Type of      Principal                            Company to     Collateral     Consideration
                               Security     Amount of     Issue or    Cost of   whom Security   Given with        Received
Company Issuing Security        Issued      Security      Renewal     Capital    was Issued     Security      for Each Security
- ----------------------------   --------     ---------     -------     -------   ------------    ------------   -----------------
          None.





<CAPTION>

                Company Contributing    Company Receiving     Amount of Capital
                   Capital                     Capital           Contribution
                --------------------    ----------------      -----------------
                   <S>                        <C>                    <C>
                   GPU, Inc.                  GPU AR                 $9,900

                   GPUI                       GPU Solar                 350

<FN>


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



                                        3

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                         ITEM 3 - ASSOCIATE TRANSACTIONS


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.        Operations management                $xxx (1)

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          Accounting, administration and       xxx (1)
                                               Limited Partnership            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           Accounting and administration        xxx (1)
                                               Partnership

<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.

                                                                  4
</FN>
</TABLE>


<PAGE>
<TABLE>
<CAPTION>


                   ITEM 3 - ASSOCIATE TRANSACTIONS (Continued)


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

GPU International, Inc.          EI Services, Inc.                  Operations management for                  xxx (1)
                                                                    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>
<CAPTION>


                   ITEM 3 - ASSOCIATE TRANSACTIONS (Continued)


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


                                                                                                               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 143%, to employee salaries billed for services rendered.  No
                 capital costs were charged.

        (2)      The amounts shown include overhead  charges applied,  at a rate
                 of 45.65%, to employee  salaries billed for services  rendered.
                 No capital costs were charged.

        (3)      The amounts shown include overhead  charges applied,  at a rate
                 of 45.91%, to employee  salaries billed for services  rendered.
                 No capital costs were charged.

</FN>

                                        6

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                    ITEM 4 - SUMMARY OF AGGREGATE INVESTMENT


Investments in energy-related companies:
   <S>                                                                         <C>        <C>           <C>
   Total average consolidated capitalization as of  September 30, 1999         $9,891,719               Line 1
                                                   ---------------------
        Total capitalization multiplied by 15% (line 1 multiplied by 0.15)      1,483,758               Line 2
        Greater of $50 million or line 2                                                   $1,483,758   Line 3

        Total current aggregate investment:
        (categorized by major line of energy-related business)
             Ownership and operation of qualifying facilities (Category VIII)      36,106
             Energy services and retail energy sales (Category V)                  25,900
             Fuel management services (Category IX)                                    -
             Operations and maintenance services (Category VII)                        -
             Development and commercialization of photovoltaics (Category II)         450
                                                                                   ------
                  Total current aggregate investment                                           62,456   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)                                                 $1,421,302   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>
<CAPTION>


                           ITEM 5 - OTHER INVESTMENTS

                                          Aggregate Investment as of  Change in Investments      Reason for Change
Major Line of Energy-Related Business            June 30, 1999        During Reporting Period    in Investments
- -------------------------------           -------------------------- -----------------------     -----------------

Ownership and operation of qualifying
<S>                                              <C>                       <C>               <C>
     facilities (Category VIII)                  $165,238 *                $    -            No change.


Energy services and retail energy
  sales (Category V)                               16,000                   9,900            In  the third  quarter  of  1999,
                                                                                             GPU,  Inc.  made additional capital
                                                                                             contributions  to  GPU  AR
                                                                                             totaling $9.9  million.



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


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

Development and commercialization of
  photovoltaics (Category II)                         100                            350     In the third  quarter of 1999,
                                                                                             GPUI   made an additional capital
                                                                                             contribution of $350 thousand
                                                                                             to GPU Solar for an investment
                                                                                             in a 132 KW solar power
                                                                                             facility located in
                                                                                             California.
<FN>

*    The caption  "Aggregate  Investment as of June 30, 1999" 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, 1999.

A-2  Financial  statements of Elmwood Energy  Corporation  for the quarter ended
     September 30, 1999 - filed pursuant to request for confidential treatment.

A-3  Financial  statements of Camchino Energy  Corporation for the quarter ended
     September 30, 1999 - filed pursuant to request for confidential treatment.

A-4  Financial  statements of Prime Energy Limited  Partnership  for the quarter
     ended  September  30, 1999 - filed  pursuant  to request  for  confidential
     treatment.

A-5  Financial  statements of Geddes  Cogeneration  Corporation  for the quarter
     ended  September  30, 1999 - filed  pursuant  to request  for  confidential
     treatment.

A-6  Financial  statements of Onondaga  Cogeneration Limited Partnership for the
     quarter  ended   September  30,  1999  -  filed  pursuant  to  request  for
     confidential treatment.

A-7  Financial  statements of NCP Energy,  Inc. for the quarter ended  September
     30, 1999 - filed pursuant to request for confidential treatment.

A-8  Financial  statements  of NCP  Lake  Power,  Inc.  for  the  quarter  ended
     September 30, 1999 - filed pursuant to request for confidential treatment.

A-9  Financial  statements  of NCP  Dade  Power,  Inc.  for  the  quarter  ended
     September 30, 1999 - filed pursuant to request for confidential treatment.

A-10 Financial  statements  of NCP Houston  Power,  Inc.  for the quarter  ended
     September 30, 1999 - filed pursuant to request for confidential treatment.

A-11 Financial  statements  of  Mid-Georgia  Cogen,  L.P. for the quarter  ended
     September 30, 1999 - filed pursuant to request for confidential treatment.

A-12 Financial  statements of EI Services,  Inc. for the quarter ended September
     30, 1999 - filed pursuant to request for confidential treatment.

A-13 Financial statements of GPU Solar, Inc. for the quarter ended September 30,
     1999 - filed pursuant to request for confidential treatment.

A-14 Financial  statements  of  EI  Fuels  Corporation  for  the  quarter  ended
     September 30, 1999 - filed pursuant to request for confidential treatment.

A-15 Financial  statements  of  Geddes  II  Corporation  for the  quarter  ended
     September 30, 1999 - filed pursuant to request for confidential treatment.

A-16 Financial  statements  of GPU  Generation  Services - Pasco,  Inc.  for the
     quarter  ended   September  30,  1999  -  filed  pursuant  to  request  for
     confidential treatment.

                                       9


<PAGE>


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.

B-15 Contract  between GPU  Generation  Services - Pasco,  Inc. and Pasco Cogen,
     Ltd. to provide  O&M  management  services - filed  pursuant to request for
     confidential treatment.



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 30, 1999
                                 By /s/ P. E. Maricondo
                                    --------------------------------------
                                    P. E. Maricondo, 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, 1999.

C.   Certificate of GPU, Inc.







                                                        Exhibit A-1

                          GPU ADVANCED RESOURCES, INC.
                                  Balance Sheet
                               September 30, 1999
                         -------------------------------
                                   (Unaudited)




Assets

Current assets:
  Cash and temporary cash investments                            $ 2,993,904
  Accounts receivable:
    Customers                                                     17,349,374
    Other                                                             10,103
  Prepayments                                                      2,056,922
                                                                  ----------

            Total current assets                                  22,410,303
                                                                  ----------


Other property and investments                                        55,804

eferred debits and other assets                                       38,794
                                                                  ----------


            Total Assets                                         $22,504,901
                                                                 ===========




Liabilities & Stockholder's Equity

Current liabilities:
  Accounts payable                                               $ 9,587,144
  Taxes accrued                                                      178,037
  Other                                                              533,697
                                                                  ----------

            Total current liabilities                             10,298,878
                                                                  ----------



Stockholder's equity:
  Common stock                                                           100
  Capital surplus                                                 25,900,000
  Retained earnings                                              (13,694,077)
                                                                 -----------

      Total stockholder's equity                                  12,206,023
      --------------------------                                  ----------


            Total Liabilities & Stockholder's Equity             $22,504,901
                                                                 ===========

<PAGE>


                                                                  Exhibit A-1

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





                                                 Three Months     Nine Months
                                                     Ended           Ended
                                                 Sept.30,1999    Sept.30,1999
                                                 ------------    ------------


Operating Revenues                                $23,881,290    $ 61,402,163
                                                   ----------     ------------

Operating Expenses:

   Power purchased                                 35,864,653      69,309,064

   Other operation and maintenance                  1,110,060       2,628,997
                                                   ----------     -----------

      Total Operating Expenses                     36,974,713      71,938,061
                                                   ----------      ----------


Operating Income/(Loss)                           (13,093,423)    (10,535,898)


Other Income and Expenses, Net                         71,284         126,108
                                                   ----------     -----------


Earnings/(Losses) Before Income Taxes             (13,022,139)    (10,409,790)


  Income tax expense/(benefit)                     (4,658,218)     (3,626,899)
                                                   ----------     -----------

Net Income/(Loss)                                 $(8,363,921)    $(6,782,891)
                                                   ==========      ==========





                                                                   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,  1999,  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 30, 1999
                        By    /s/ P. E. Maricondo
                              ---------------------------------
                              P. E. Maricondo, Vice President,
                              Comptroller and Chief Accounting
                              Officer





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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