ENERGY INITIATIVES INC
35-CERT, 1994-06-20
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                                                       SEC File No. 70-7727




                          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


                     GENERAL PUBLIC UTILITIES CORPORATION ("GPU")
                        GENERAL PORTFOLIOS CORPORATION ("GPC")
                           ENERGY INITIATIVES, INC. ("EI")
<PAGE>






                          SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C. 20549

          ________________________________________
                                                  :
                    In the Matter of              :
                                                  :
          GENERAL PUBLIC UTILITIES CORPORATION    :    Certificate Pursuant
          GENERAL PORTFOLIOS CORPORATION, and     :    to Rule 24 of Partial
          ENERGY INITIATIVES, INC.                :    Completion of
                                                  :    Transactions
                    SEC File No. 70-7727          :
          (Public Utility Holding Company Act     :
            of 1935)                              :
          ________________________________________:


          TO THE MEMBERS OF THE SECURITIES AND EXCHANGE COMMISSION:



               The   undersigned   General  Public   Utilities  Corporation

          ("GPU"),  General  Portfolios   Corporation  ("GPC")  and  Energy

          Initiatives, Inc.  ("EI") hereby certify, pursuant to  Rule 24 of

          the  General  Rules  and  Regulations under  the  Public  Utility

          Holding Company Act of 1935, in accordance with  the Commission's

          Order dated June  26, 1990 and December 18,  1992 with respect to

          the transactions  proposed in the Declaration,  as amended, filed

          in SEC  File No.  70-7727 (such  Declaration,  as amended,  being

          herein referred to as the "Declaration"), as follows:



               1.   Accounting, Financial and Other Matters.

               Consolidated  Statements  of   Operations  and   Accumulated

          Deficit  for  the   twelve  months  ended  March   31,  1994  and

          Consolidated Balance  Sheets as of March 31,  1994 for EI and its

          subsidiaries are filed herewith as Exhibit 1.




                                          1
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               2.   Investments in,  and Guarantees  on Behalf of,  GPC and

          EI.

                    During  the period  January 1,  1994 through  March 31,

          1994 no cash contributions were  made by GPU to GPC or  by GPC to

          EI.

                    During   such  period   GPU   entered  into   repayment

          agreements for the following standby letters of credit issued for

          the benefit of EI:

                    (a)  a  standby  letter  of credit  in  the  amount  of

                    $625,000 issued on March 18, 1994 by Mellon Bank,  N.A.

                    in favor of Wisconsin Public Service  Corporation (WPS)

                    in connection with a bid submitted by EI in response to

                    a WPS request for  proposals to provide electric energy

                    and generating capacity;



                    (b)  a  standby  letter  of  credit in  the  amount  of

                    $895,000  issued on March 18, 1994 by Mellon Bank, N.A.

                    in favor of WPS  in connection with a bid  submitted by

                    Polsky  Energy  Corp.  ("PES")  in response  to  a  WPS

                    request  for proposals  to provide electric  energy and

                    generating capacity; and



                    (c)  a  standby  letter  of  credit  in the  amount  of

                    $875,000 issued  on March 18, 1994 by Mellon Bank, N.A.

                    in favor of WPS  in connection with a bid  submitted by

                    EI and PES in  response to a WPS request  for proposals

                    to provide electric energy and generating capacity.



                                          2
<PAGE>






                    Through March 31,  1994 and  as of such  date, GPU  has

          made cash capital contributions to GPC and GPC, in turn, has made

          such cash contributions to EI, and GPU has entered into repayment

          agreements  for standby letters of  credit issued for the benefit

          of EI, in  the aggregate  amount of $14,545,000  pursuant to  the

          Commission's orders in File No. 70-7727.



               3.   Sales of Fuel and Fuel Transportation Capacity.

                    EI  Fuels  Corp.  has  sold  no  excess  fuel  or  fuel

          transportation capacity through March 31, 1994.





































                                          3
<PAGE>






                                      SIGNATURE

               PURSUANT TO  THE REQUIREMENTS OF THE  PUBLIC UTILITY HOLDING

          COMPANY  ACT OF  1935,  THE UNDERSIGNED  COMPANY HAS  CAUSED THIS

          STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO

          DULY AUTHORIZED.

                                       GENERAL PUBLIC UTILITIES CORPORATION
                                       GENERAL PORTFOLIOS CORPORATION


                                       By:_________________________________
                                          Don W. Myers, Vice President
                                          and Treasurer


                                       ENERGY INITIATIVES, INC.


                                       By:_________________________________
                                          B. L. Levy, President


          Dated: June 20, 1994
<PAGE>









                             EXHIBIT TO BE FILED BY EDGAR


               Exhibit 1 -    Consolidated Statements of Operations and
                              Accumulated Deficit for the twelve months
                              ended March 31, 1994 and Consolidated
                              Balance Sheets as of March 31, 1994 for
                              EI and its subsidiaries are filed
                              herewith as Exhibit 1.
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                                                           Page 1 of 3
                                      EXHIBIT 1

                  ENERGY INITIATIVES, INCORPORATED AND SUBSIDIARIES
             CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                      FOR THE TWELVE MONTHS ENDED MARCH 31, 1994
                                      UNAUDITED


          Operating revenues                             $  3,404,354 

          Operating expenses                                4,817,952 
          Depreciation                                        144,702 

          Total                                             4,962,654 


          Net operating loss                               (1,558,300)

          Other income and expenses:
            Equity in partnership income                      713,177 
            Interest income, net                              354,950 
            Gain on sale of assets                             35,612 

          Total other income and expenses                   1,103,739 


          Loss before income taxes                           (454,561)

          Income tax expense                                   18,966 

          Net loss                                           (473,527)

          Accumulated deficit,
           beginning of period                            (13,441,862)

          Accumulated deficit, end of period             $(13,915,389)
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                                                           Page 2 of 3
                                      EXHIBIT 1

                  ENERGY INITIATIVES, INCORPORATED AND SUBSIDIARIES
                              CONSOLIDATED BALANCE SHEET
                                 AS OF MARCH 31, 1994
                                      UNAUDITED


                                        ASSETS

          CURRENT ASSETS:

             Cash and temporary investments                 $6,750,213
             Accounts receivable                             1,778,674
             Interest receivable                                 1,128
             Income taxes receivable                         1,108,013
             Deposits                                              150
             Deferred income taxes                              34,723
             Other current assets                               47,138

          TOTAL CURRENT ASSETS                             $ 9,720,039

          OTHER ASSETS:

             Investments other                               8,310,760
             Investments in partnership                     19,361,883
             Notes receivable from partnerships                300,000
             Fixed assets (Net)                                412,695
             Other noncurrent assets                            12,200

          TOTAL ASSETS                                     $38,117,577
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                                                           Page 3 of 3
                                      EXHIBIT 1

                  ENERGY INITIATIVES, INCORPORATED AND SUBSIDIARIES
                              CONSOLIDATED BALANCE SHEET
                                 AS OF MARCH 31, 1994
                                      UNAUDITED

                                     LIABILITIES


          CURRENT LIABILITIES:

             Accounts payable/Accrued expenses              $  771,505
             Deferred revenues                                 111,528
             Payroll taxes and deductions payable                2,083
             Accounts payable-vacation                         186,981

          TOTAL CURRENT LIABILITIES                        $ 1,072,097


          LONG TERM LIABILITIES

             Deferred credits                                3,260,868

          STOCKHOLDERS EQUITY                               33,784,612

          TOTAL LIABILITIES AND STOCKHOLDERS EQUITY        $38,117,577
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