GPU INC /PA/
35-CERT, 2000-01-12
ELECTRIC SERVICES
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                                                          SEC FILE NO. 70-7862





                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549






                             CERTIFICATE PURSUANT TO

                                     RULE 24

                      OF PARTIAL COMPLETION OF TRANSACTIONS



                   PUBLIC UTILITY HOLDING COMPANY ACT OF 1935











                      JERSEY CENTRAL POWER & LIGHT COMPANY

                           METROPOLITAN EDISON COMPANY

                          PENNSYLVANIA ELECTRIC COMPANY





<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

- ----------------------------------------X
            In the Matter of              )
                                          )
JERSEY CENTRAL POWER & LIGHT COMPANY      )
    METROPOLITAN EDISON COMPANY           )
   PENNSYLVANIA ELECTRIC COMPANY          )
                                          )
            SEC File No. 70-7862          )
                                          )
        (Public Utility Holding           )
          Company Act of 1935)            )
- ----------------------------------------X

To the Members of the Securities and Exchange Commission:

            The  undersigned,  Jersey  Central Power & Light Company  ("JCP&L"),
Metropolitan  Edison  Company  ("Met-Ed")  and  Pennsylvania   Electric  Company
("Penelec",  collectively,  the "GPU Companies") hereby certify pursuant to Rule
24 of the General Rules and Regulations under the Public Utility Holding Company
Act of 1935,  as amended,  that certain of the  transactions  authorized  by the
Commission's Supplemental Order dated November 3, 1998, have been carried out in
accordance  with the terms and conditions  of, and for the purposes  represented
by, the Application,  as  post-effectively  amended,  in SEC File No. 70-7862 as
follows:

      1. On December  20, 1999,  the GPU  Companies  each sold their  respective
undivided  ownership  interests  in the  Three  Mile  Island  Unit No. 1 nuclear
generating station ("TMI-1") to AmerGen Energy Company L.L.C.  ("AmerGen").  The
sale to AmerGen included, among other things, the sale of all associated nuclear
fuel,  assemblies and component parts ("Nuclear Material") which each of the GPU
Energy Companies have separately leased pursuant to Amended and Restated Nuclear
Material Lease Agreements, each dated as of November 5, 1998 (the "Amended TMI-1
Leases"),  with TMI-1 Fuel Corp., a Delaware corporation  wholly-owned by United
States  Trust  Company  of New York,  as Owner  Trustee  under a certain  Second
Amended and Restated Trust Agreement, dated as of November 5, 1998 (the "Amended
Trust Agreement").

      2. On December 20, 1999, in connection  with the sale of TMI-1 to AmerGen,
the GPU  Companies  each  terminated  their  Amended TMI-1 Lease with TMI-1 Fuel
Corp.  Simultaneously,  TMI-1 Fuel Corp.  terminated the Credit Agreement it had
entered into with First Chicago,  as  Administrative  Agent, PNC Bank,  National
Association,  as Syndication Agent, and First Chicago Capital Markets,  Inc. and
PNC Capital Markets, Inc., as Arrangers

                                        2


<PAGE>


thereunder and the Banks party thereto  ("TMI-1 Credit  Agreement"),and  TMI-1
Fuel Corp. made final payments on outstanding  commercial  paper it had issued
in the aggregate  principal amount of $73,076,000.  The GPU Companies provided
TMI-1  Fuel  Corp.  with the  necessary  funds  to make  such  repayment  from
temporary investments and short-term borrowings.





                                        3


<PAGE>



                                   SIGNATURES
                                   ----------



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

                              JERSEY CENTRAL POWER & LIGHT COMPANY
                              METROPOLITAN EDISON COMPANY
                              PENNSYLVANIA ELECTRIC COMPANY




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



Date:  January 12, 2000





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