GPU INC /PA/
35-CERT, 2000-12-06
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  September  30,  2000  (the  consolidated
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 September 30,
2000) is attached as Exhibit A.


2.  Schedule of Segment Revenue
    ---------------------------
      A  schedule  setting  forth the  segment  revenue  for the  quarter  ended
September  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 September 30, 2000, MYR performed significant T&D
services for its customers.  T&D services  generated  approximately 54% of MYR's
total  revenue for that period.  MYR  performed a  significant  portion of these
services for utility companies in Texas, Tennessee, California and Colorado.


<PAGE>


Telecommunication Services
--------------------------
      There was no significant business activity to report for the quarter ended
September 30, 2000.

Traffic Signalization Services
------------------------------
      There was no significant business activity to report for the quarter ended
September 30, 2000.

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

      During the quarter ended September 30, 2000, MYR performed significant C&I
services for its customers.  C&I services  generated  approximately 32% of MYR's
total revenue for that period. Several projects,  including MYRpower's continued
work on a combined cycle merchant  plant in the northeast,  generated  MYR's C&I
services-related revenue.


4.  Services Provided to Associated Companies
    -----------------------------------------
      During the quarter ended September 30, 2000,  services provided to the GPU
Companies  consisted  of (i) Harlan  Electric  performing  various  distribution
projects in New Jersey for Jersey Central Power & Light Company, and (ii) Harlan
Electric laying underground cable in Pennsylvania for GPU Telcom Services,  Inc.
The total amount billed to the GPU Companies  for  performing  such services was
$3.6 million during the period.

      Also during the quarter ended  September 30, 2000,  GPU, Inc.  provided $5
million of funding to MYR, in the form of a loan,  for general  working  capital
requirements.


<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: December 6, 2000





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