GPU INC /PA/
35-CERT, 2000-03-13
ELECTRIC SERVICES
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                                                            SEC FILE NO. 70-9565





                       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





                                    GPU, INC.


<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

- ----------------------------------------X

In the Matter of                        )
                                        )
GPU, INC.                               )
                                        )
                                        )
                                        )
     SEC File No. 70-9565               )
                                        )
    (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 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  Order dated February 18, 2000, have been carried out in accordance
with the terms and  conditions  of,  and for the  purposes  represented  by, the
Application-Declaration, as amended, in SEC File No. 70-9565 as follows:

           1. On  February  22,  2000,  GPU  organized  under  Delaware  law and
acquired 100 shares of common  stock,  no par value,  of GPU EnerTech  Holdings,
Inc. ("GPU  EnerTech") for $100.  Such shares  constitute all of the outstanding
common stock of GPU EnerTech.  On February 25, 2000, GPU EnerTech entered into a
subscription  agreement  with  EnerTech  Capital  Partners  II, L.P.  ("EnerTech
Partnership") for the acquisition of limited  partnership  interests therein. On
March 7, 2000,  GPU made a capital  contribution  of $500,000  to GPU  EnerTech.
Subsequently,  pursuant to the  subscription  agreement,  on March 7, 2000,  GPU
EnerTech made an initial  capital  contribution  to the EnerTech  Partnership of
$500,000,  which  amount  represents  10% of GPU  EnerTech's  committed  capital
contribution of $5,000,000.


<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:  March 13, 2000







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