GPU INC /PA/
35-CERT, 1999-07-06
ELECTRIC SERVICES
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                                                            SEC FILE NO. 70-7670







                       SECURITIES AND EXCHANGE COMMISSION


                             WASHINGTON, D.C. 20549












                             CERTIFICATE PURSUANT TO

                                     RULE 24

                            OF PARTIAL COMPLETION OF

                                  TRANSACTIONS









                                    GPU, INC.


                                     <PAGE>


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


- -----------------------------------------x
                  In the Matter of       :
                                         :        Certificate
GPU, Inc.                                :        Pursuant to
                                         :        Rule 24 of Partial
                  File No. 70-7670       :        Completion of
                                         :        Transactions
         (Public Utility Holding         :
           Company Act of 1935)          :
- -----------------------------------------x




To the Members of the Securities and Exchange Commission:

                  The undersigned,  GPU, Inc. ("GPU"), hereby certifies pursuant
to Rule 24 ("Rule 24") of the  General  Rules and  Regulations  under the Public
Utility Holding Company Act of 1935 (the "Act") that certain of the transactions
proposed in the Application  filed in SEC File No. 70-7670 have been carried out
in accordance  with the terms and conditions of, and for the purposes  requested
in, said  Application and pursuant to the  Commission's  Order dated October 23,
1989 and Supplemental Order dated December 8, 1995 (collectively, the "Orders"),
with respect to said Application as follows:

1.  Pursuant  to the Orders,  GPU has been  authorized  to issue and sell,  from
time-to-time  through  December 31, 2000, up to 2,500,000 shares (without giving
effect to a two-for-one  stock split by way of stock dividend  effective May 29,
1991) of its  common  stock,  par value  $2.50 per share (the  "Common  Stock"),
pursuant  to a  dividend  reinvestment  and stock  purchase  plan  (the  "Plan")
described in the Prospectus included as part of a Registration Statement on Form
S-3, No. 33-30765, as amended, filed under the Securities Act of 1933.

2. On April 28, 1999, GPU issued and sold from  previously  reacquired  shares a
total of 1,076 shares of Common  Stock to Plan  participants  who made  optional
cash payments to the Plan in accordance with its terms.  GPU sold such shares at
a price of $37.98125 per share, or an aggregate of $40,867.83  which  represents
the  average  of the  daily  high and low sale  prices  of the  Common  Stock as
reported  in The Wall  Street  Journal  for New York  Stock  Exchange  Composite
Transactions for the ten trading days immediately preceding such date.


                                        2


<PAGE>


3. On May 26,  1999,  GPU issued and sold from  previously  reacquired  shares a
total of 31,193  shares of Common Stock to Plan  participants  who made optional
cash payments to the Plan and/or  reinvested  dividends in  accordance  with its
terms.  GPU sold such shares at a price of $42.459375 per share, or an aggregate
of  $1,324,435.29  which  represents  the average of the daily high and low sale
prices of the Common  Stock as reported in The Wall Street  Journal for New York
Stock  Exchange  Composite  Transactions  for the ten trading  days  immediately
preceding such date.

4. On June 30, 1999,  GPU issued and sold from  previously  reacquired  shares a
total of 1,518 shares of Common  Stock to Plan  participants  who made  optional
cash payments to the Plan in accordance with its terms.  GPU sold such shares at
a price of $43.2375 per share,  or an aggregate of $65,634.52  which  represents
the  average  of the  daily  high and low sale  prices  of the  Common  Stock as
reported  in The Wall  Street  Journal  for New York  Stock  Exchange  Composite
Transactions for the ten trading days immediately preceding such date.

5. To summarize, to date GPU has sold a total of 1,153,242 previously reacquired
shares of Common Stock pursuant to the Plan.


                                        3


<PAGE>


                                    SIGNATURE

                  PURSUANT TO THE  REQUIREMENTS  OF THE PUBLIC  UTILITY  HOLDING
COMPANY ACT OF 1935, THE  UNDERSIGNED  COMPANY HAS DULY CAUSED THIS STATEMENT TO
BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED.

                                    GPU, INC.



                                    By:  /s/ T. G. Howson
                                        ---------------------------
                                        T. G. Howson
                                        Vice President and Treasurer


Date: July 6, 1999



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