GPU INC /PA/
35-CERT, 2000-05-16
ELECTRIC SERVICES
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                                                            SEC FILE NO. 70-9599




                       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.
                              GPX Acquisition Corp.





<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

- ----------------------------------------------------X
In the Matter of                                     )
                                                     )
GPU, INC.                                            )
GPX Acquisition Corp.                                )
                                                     )
                                                     )
                                                     )
              SEC File No. 70-9599                   )
                                                     )
           (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 April 14, 2000, have been carried out in accordance
with the terms and  conditions  of,  and for the  purposes  represented  by, the
Application, as amended, in SEC File No. 70-9599 as follows:

         On May 11, 2000, MYR Group Inc. ("MYR"),  a wholly-owned  subsidiary of
GPU,  entered into a Stock Purchase  Agreement  providing for the acquisition of
all  of  the  issued  and  outstanding   common  stock  of  Great   Southwestern
Construction,   Inc.   ("Great   Southwestern"),   a  privately   held  Colorado
corporation,  for a purchase  price of  $4,750,000,  plus an  additional  amount
payable in the future  ranging up to  $250,000,  based on the year 2000  pre-tax
income of Great Southwestern.

         Great  Southwestern  is a regional  utility  infrastructure  contractor
engaged solely in the construction  and  installation of electrical  substation,
transmission and distribution  facilities for both  investor-owned and municipal
utility systems as well as governmental  entities.  Great  Southwestern's  gross
revenues in 1999 were approximately $18,000,000.

         The closing on the acquisition occurred on May 11, 2000.


<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:  May 16, 2000











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