GPU INC /PA/
U-9C-3, 1999-05-25
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 March 31, 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 March 31, 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>


                     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 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 first  quarter of 1999,  GPU,  Inc. made
additional capital  contributions to GPU Advanced Resources (GPU AR) totaling $7
million.

GPU Solar, Inc. - In the first quarter of 1999, GPU Solar, Inc. (GPU Solar) made
a cash  distribution  totaling $50 thousand to GPU  International,  Inc. (GPUI),
thus reducing GPUI's investment in GPU Solar by that amount.






                                        2

<PAGE>

<TABLE>
<CAPTION>

     ITEM 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS

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


None





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

               GPU, Inc.               GPU Advanced Resources, Inc.        $7,000




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





                                        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          Onondaga Cogeneration     Accounting, administration  and           xxx (1)
     Corporation             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
                                    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>
<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 51.67%, to employee  salaries billed for services  rendered.
                 No capital costs were charged.

        (3)      The amounts shown include overhead  charges applied,  at a rate
                 of 51.93%, 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  March 31, 1999               $8,764,632                  Line 1
                                                   -----------------
        Total capitalization multiplied by 15% (line 1 multiplied by 0.15)        1,314,695                  Line 2
        Greater of $50 million or line 2                                                        $1,314,695   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)                   14,000
             Fuel management services (Category IX)                                      -
             Operations and maintenance services (Category VII)                          -
             Development and commercialization of photovoltaics (Category II)          100
                                                                                 ----------

                  Total current aggregate investment                                                49,884   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)                                                      $1,264,811   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           December 31, 1998      During Reporting Period        in Investments
- -------------------------------------    ----------------------------  -----------------------     ------------------------

Ownership and operation of qualifying
<S>                                           <C>                         <C>                       <C>
     facilities (Category VIII)               $164,916 *                  $     -                  No change.

Energy services and retail energy
  sales (Category V)                             7,000                        7,000                In the first quarter of 1999,
                                                                                                   GPU,  Inc.  made  additional
                                                                                                   capital  contributions  to  GPU
                                                                                                   AR  totaling $7 million.

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

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

Development and commercialization of
  photovoltaics (Category II)                      150                          (50)               In the first  quarter of 1999,
                                                                                                   GPU   Solar    made   a   cash
                                                                                                   distribution    totaling   $50
                                                                                                   thousand    to   GPUI,    thus
                                                                                                   reducing GPUI's  investment in
                                                                                                   GPU Solar by that amount.
<FN>



*    The  caption  "Aggregate  Investment  as of  December  31,  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 March 31, 1999.

    A-2       Financial statements of Elmwood Energy Corporation for the
              quarter ended March 31, 1999 - filed pursuant to request
              for confidential treatment.

    A-3       Financial statements of Camchino Energy Corporation for the
              quarter ended March 31, 1999 - filed pursuant to request
              for confidential treatment.

    A-4       Financial  statements of Prime Energy Limited  Partnership for the
              quarter  ended  March 31,  1999 - filed  pursuant  to request  for
              confidential treatment.

    A-5       Financial  statements of Geddes  Cogeneration  Corporation for the
              quarter  ended  March 31,  1999 - filed  pursuant  to request  for
              confidential treatment.

    A-6       Financial statements of Onondaga  Cogeneration Limited Partnership
              for the quarter  ended March 31, 1999 - filed  pursuant to request
              for confidential treatment.

    A-7       Financial statements of NCP Energy, Inc. for the quarter
              ended March 31, 1999 - filed pursuant to request for
              confidential treatment.

    A-8       Financial statements of NCP Lake Power, Inc. for the quarter
              ended March 31, 1999 - filed pursuant to request for
              confidential treatment.

    A-9       Financial statements of NCP Dade Power, Inc. for the quarter
              ended March 31, 1999 - filed pursuant to request for
              confidential treatment.

    A-10      Financial statements of NCP Houston Power, Inc. for the quarter
              ended March 31, 1999 - filed pursuant to request for
              confidential treatment.

    A-11      Financial statements of Mid-Georgia Cogen, L.P. for the quarter
              ended March 31, 1999 - filed pursuant to request for
              confidential treatment.

    A-12      Financial statements of EI Services, Inc. for the quarter
              ended March 31, 1999 - filed pursuant to request for
              confidential treatment.


    A-13      Financial statements of GPU Solar, Inc. for the quarter
              ended March 31, 1999 - filed pursuant to request for
              confidential treatment.


    A-14      Financial statements of EI Fuels Corporation for the quarter
              ended March 31, 1999 - filed pursuant to request for
              confidential treatment.


    A-15      Financial statements of Geddes II Corporation for the quarter
              ended March 31, 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.



    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.


May 25, 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 March 31, 1999.

C.         Certificate of GPU, Inc.







                                                                   Exhibit A-1

                          GPU ADVANCED RESOURCES, INC.
                                  Balance Sheet
                                 March 31, 1999
                         ----------------------------------
                                   (Unaudited)




Assets

Current assets:
  Cash and temporary cash investments                         $ 3,611,515
  Accounts receivable:
    Customers                                                  13,390,524
    Other                                                           1,655
  Prepayments                                                       6,008
                                                              -----------

            Total current assets                               17,009,702
                                                              -----------


Other property and investments                                     45,760
                                                              -----------


            Total Assets                                      $17,055,462
                                                              ===========


Liabilities & Stockholder's Equity

Current liabilities:
  Accounts payable                                            $ 7,122,454
  Other                                                           352,105
                                                               ----------

            Total current liabilities                           7,474,559
                                                              -----------

Deferred income taxes                                             811,131
                                                              -----------


Stockholder's equity:
  Common stock                                                        100
  Capital surplus                                              14,000,000
  Retained earnings                                            (5,230,328)
                                                               ----------

      Total stockholder's equity                                8,769,772
                                                              -----------


            Total Liabilities & Stockholder's Equity          $17,055,462
                                                              ===========



<PAGE>


                                                                    Exhibit A-1

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





                                                             Three Months
                                                                 Ended
                                                             Mar. 31,1999
                                                             ------------


Operating Revenues                                            $16,460,389
                                                              -----------

Operating Expenses:

  Power purchased                                              13,070,498

  Other operation and maintenance                                 642,904
                                                               ---------
           Total Operating Expenses                            13,713,402
                                                               ---------

Operating Income                                                2,746,987


Other Income and Expenses, Net                                     14,967
                                                               ---------


Earnings Before Income Taxes                                    2,761,954


  Income tax expense                                            1,081,096
                                                               ---------


Net Income                                                    $ 1,680,858
                                                               ==========







                                                                   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
                 December 31, 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.




May 25, 1999
                              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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