GPU INC /PA/
35-CERT, 2000-09-15
ELECTRIC SERVICES
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                              SEC FILE NO. 70-9599




                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549





                             CERTIFICATE PURSUANT TO

                                     RULE 24

                            OF PARTIAL COMPLETION OF

                                  TRANSACTIONS





                                    GPU, INC.


<PAGE>


------------------------------------------
                                          :
      In the matter of                    :
      GPU, INC.                           :     Certificate Pursuant
                                          :     to Rule 24 of Partial
                                          :     Completion of
                                          :     Transactions
                                          :
      SEC File No. 70-9599                :
      (Public Utility Holding Company Act :
      of 1935)                            :
------------------------------------------


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 (the Act), that certain of the transactions  proposed in the Application
filed in SEC File No.  70-9599  have been  carried  out in  accordance  with the
Commission's Order dated April 14, 2000, as follows:


1.  Financial Statements
    --------------------

      A copy of the  unaudited  consolidated  financial  statements of MYR Group
Inc. (MYR)  (including a consolidated  balance sheet and statement of income) as
of and for the  twelve  months  ended  June 30,  2000 (the  Statement  of Income
contained  herein  covers the period from April 26, 2000,  the date on which MYR
became a wholly-owned  subsidiary of GPU,  through June 30, 2000) is attached as
Exhibit A.


2.  Schedule of Segment Revenue
    ---------------------------

      A schedule  setting  forth the segment  revenue for the quarter ended June
30, 2000 (the  Schedule of Segment  Revenue  contained  herein covers the period
from April 26, 2000, the date on which MYR became a  wholly-owned  subsidiary of
GPU, through June 30, 2000) for each of MYR's business  segments  (Exhibit B) is
being filed separately  pursuant to a request for  confidential  treatment under
Rule 104(b) of the Act.


3.  Narrative Description of Principal Business Activities
    ------------------------------------------------------

Transmission and Distribution (T&D) Services:
--------------------------------------------

      During the quarter  ended June 30, 2000,  MYR  performed  significant  T&D
services  for its  customers.  T&D  generated  approximately  48% of MYR's total
revenue  for  that  period,  for  which a  significant  portion  of the work was
performed  for utility  companies in Texas,  Tennessee and  California.  Several
major substation  projects nearing completion  generated  additional revenue for
MYR as well as did the newly  acquired (May 2000) Great  Southwest  Construction
(GSW), based in Castle Rock, Colorado. GSW is a non-union utility infrastructure
contractor that competes primarily in the western United States.

                                       1
<PAGE>


Telecommunication Services
--------------------------

      There were no  significant  business  activities to report for the quarter
ended June 30, 2000.

Traffic Signalization Services
------------------------------

      There were no  significant  business  activities to report for the quarter
ended June 30, 2000.

Commercial and Industrial (C&I) Services:
----------------------------------------

      During the quarter  ended June 30, 2000,  MYR  performed  significant  C&I
services  for its  customers.  C&I  generated  approximately  39% of MYR's total
revenue for that period.  The completion of the  mechanical and electrical  work
associated with a combined cycle power plant in Rhode Island contributed largely
to MYR's C&I  revenue.  Additional  projects  which  added to C&I  revenue  were
services  performed for Nevada casinos,  and a runway  lighting  project nearing
completion for an airport in Colorado. In May 2000, MYRpower was formed to focus
on  serving  clients in the power  generation  business.  During  the  reporting
period,  MYRpower  began  work on a  large  combined  cycle  merchant  plant  in
Connecticut.


4.  Services Provided to Associated Companies
    -----------------------------------------

      During the  quarter  ended June 30,  2000,  services  provided  to the GPU
Companies  consisted  of (i)  Harlan  Electric,  an MYR  subsidiary,  performing
various  distribution  projects in New Jersey for Jersey  Central  Power & Light
Company,  and  (ii)  Harlan  Electric  laying  ADSS  and  underground  cable  in
Pennsylvania for Metropolitan  Edison Company and GPU Telcom Services,  Inc. The
total amount billed to the GPU Companies for  performing  such services was $1.4
million during the period.

      Also during the quarter  ended June 30, 2000,  GPU,  Inc.  provided  $18.3
million of funding to MYR, of which $6 million was used in connection with MYR's
acquisition of GSW.

                                       2
<PAGE>


                                    SIGNATURE



      PURSUANT TO THE  REQUIREMENTS OF THE PUBLIC UTILITY HOLDING COMPANY ACT OF
1935, THE UNDERSIGNED  COMPANY HAS DULY CAUSED THIS  CERTIFICATE 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: September 15, 2000

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