ENERGY INITIATIVES INC
35-CERT, 1995-02-17
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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



                           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")

          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, December 18,  1992, and

          December 28, 1994  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  December  31,  1994  and

          Consolidated  Balance Sheets as of  December 31, 1994  for EI and

          its subsidiaries are filed herewith as Exhibit 1.

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

          EI.

                    During the period October  1, 1994 through December 31,

          1994 GPU made cash  capital contributions to EI in  the aggregate

                                          1<PAGE>





          amount of  $7,700,000.  During such period  the following letters

          of  credit which GPU entered  into a repayment  agreement for the

          benefit of EI expired or were cancelled:



               (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  generation

               capacity;



               (b)  a standby letter of credit in 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 Corporation

               ("PEC")  in  response  to a  WPS  request  for  proposals to

               provide electric energy and generation 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  PEC in

               response to a WPS request for proposals to  provide electric

               energy and generating capacity.



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

          made  cash  capital contributions  to  EI, and  GPU  entered into

          repayment agreements for standby letters of credit issued for the

          benefit of EI, in the aggregate amount of $29,450,000 pursuant to

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

                                          2<PAGE>


                          



               3.   Sales of Fuel and Fuel Transportation Capacity.

                    EI  Fuels  Corp.  has  sold  no  excess  fuel  or  fuel

          transportation capacity through December 31, 1995.



               4.   By  filing   the   following  exhibit   and   financial

          statements in Item 6 thereof:

                    (a)  Financial Statements:

                         1 -  EI Consolidated Balance Sheet as  of December
                              31,  1994  and   Consolidated  Statement   of
                              Operations  and  Accumulated Deficit  for the
                              twelve months ended December 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.


                                        ENERGY INITIATIVES, INC.


                                        By:_________________________
                                           B. L. Levy, President


          Dated:    February 17, 1995<PAGE>





























                      FINANCIAL STATEMENTS TO BE FILED BY EDGAR


               Financial Statements

                         1 -  EI Consolidated Balance Sheet as  of December
                              31,  1994  and   Consolidated  Statement   of
                              Operations  and  Accumulated Deficit  for the
                              twelve months ended December 31, 1994.<PAGE>







                                                            Exhibit 1
                                                            Page 1 of 3


                  ENERGY INITIATIVES, INCORPORATED AND SUBSIDIARIES

            CONSOLIDATED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
                        FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1994

                                   (UNAUDITED)



          Operating revenues                         $  4,694,914

          Operating expenses                            8,574,166
          Depreciation                                    369,590

                    Total                               8,943,756

          Net operating loss                           (4,248,842)

          Other income and expenses:
               Equity in partnership losses            (1,014,105)
               Interest income, net                       503,089

               Total other income
                    and expenses                         (511,016)

          Loss before income taxes                     (4,759,858)

          Income tax benefit                           (1,623,813)

          Net loss                                     (3,136,045)

          Accumulated deficit,
               beginning of period                    (12,482,161)

          Accumulated deficit, end of period         $(15,618,206)<PAGE>





                                                            Exhibit 1
                                                            Page 2 of 3

                  ENERGY INITIATIVES, INCORPORATED AND SUBSIDIARIES

                              CONSOLIDATED BALANCE SHEET
                               AS OF DECEMBER 31, 1994
                                     (UNAUDITED)

                                        ASSETS

          CURRENT ASSETS

               Cash and temporary investments          $  772,335
               Accounts receivable                      1,568,700
               Interest receivable                            216
               Income taxes receivable                    632,011
               Deposits                                       150
               Deferred income taxes                      491,751
               Other current assets                     3,081,086

          TOTAL CURRENT ASSETS                          6,546,249

          OTHER ASSETS
               Long term accounts receivable              233,000
               Investments other                        4,767,367
               Investments in securities               15,035,286
               Investments in partnerships             78,659,501
               Long term receivables from partnerships  2,331,231
               Notes receivable from partnerships       3,044,441
               Fixed assets, net                          430,643
               Intangible assets, net                  16,633,132
               Deferred income taxes                    2,006,378
               Other noncurrent assets                     12,200

          TOTAL ASSETS                               $129,699,428<PAGE>





                                                                 Exhibit 1
                                                                 Page 3 of 3

                  ENERGY INITIATIVES, INCORPORATED AND SUBSIDIARIES

                              CONSOLIDATED BALANCE SHEET
                               AS OF DECEMBER 31, 1994
                                      (UNAUDITED)


                                     LIABILITIES

          CURRENT LIABILITIES

               Accounts payable and accrued expenses   $ 2,735,325
               Deferred revenues                           111,528
               Payroll taxes and deductions payable          4,965
               Accounts payable-vacation                   261,159

          TOTAL CURRENT LIABILITIES                      3,112,977

          LONG TERM LIABILITIES

               Long term accounts payable                  325,000
               Deferred credits                          5,842,047
               Deferred revenues                         2,240,915

          STOCKHOLDERS EQUITY                          118,178,489

          TOTAL LIABILITIES AND STOCKHOLDERS EQUITY   $129,699,428<PAGE>



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