ENERGY INITIATIVES INC
35-CERT, 1995-01-10
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                                                       SEC File No. 70-8369









                          SECURITIES AND EXCHANGE COMMISSION

                               WASHINGTON, D. C.  20549








                               CERTIFICATE PURSUANT TO

                                       RULE 24

                               OF PARTIAL COMPLETION OF

                                     TRANSACTIONS







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





                          SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C. 20549

          ________________________________________
                                                  :
                    In the Matter of              :
                                                  :
          ENERGY INITIATIVES, INC.,               :
          GENERAL PUBLIC UTILITIES CORPORATION,   :  Certificate Pursuant to
                                                  :  to Rule 24 of Partial
                    SEC File No. 70-8369          :  Completion of
          (Public Utility Holding Company Act     :  Transactions
            of 1935)                              :
          ________________________________________:


          TO THE MEMBERS OF THE SECURITIES AND EXCHANGE COMMISSION:

                    The  undersigned, Energy  Initiatives, Inc.  ("EI") and

          General Public Utilities Corporation ("GPU"), do hereby  certify,

          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,  as

          amended,  filed in SEC File No. 70-8369, have been carried out in

          accordance with the terms and conditions of, and for the purposes

          requested in,  said Application and pursuant  to the Commission's

          Order dated  May 17, 1994, and Supplemental  Order dated December

          1, 1994, with respect to said Application as follows: 



                    1.   On  December 12,  1994, EI  entered into  a Credit

          Agreement,   dated  as   of  December   12,  1994   (the  "Credit

          Agreement"), with a group of commercial banks (the "Lenders") for

          which Citibank, N.A.  is agent.   The Credit Agreement  provides,

          among  other things, for  revolving credit borrowings  by EI from

          time  to time through December 12, 1997, subject to extension for

          one year in the sole discretion of the Lenders, in amounts not to

                                          1<PAGE>





          exceed an aggregate of  $30 million outstanding at any  one time.

          The Credit  Agreement also  includes a  letter of  credit ("L/C")

          facility,  pursuant which EI may  request any Lender  to issue an

          L/C,  in a maximum aggregate face amount for all L/Cs outstanding

          of up  to $15 million.   The aggregate amount that  EI may borrow

          under  the  Credit Agreement  is reduced  by  the face  amount of

          outstanding L/Cs.



                    2.   Notes issued under the  Credit Agreement ("Notes")

          bear  interest at either (i) the higher of Citibank, N.A.'s prime

          rate and the Federal Funds rate plus 50 basis points, or (ii) the

          interest rate per  annum at  which deposits in  U.S. dollars  are

          offered by the principal office of the reference bank (initially,

          Citibank, N.A.) in London,  England to prime banks in  the London

          interbank  market,   plus  additional  costs  for   reserves,  if

          applicable, plus 50 basis points.



                    3.   At December 31,  1994, EI had no  borrowing and no

          L/Cs outstanding under the Credit Agreement.



















                                          2<PAGE>





                                      SIGNATURE

               PURSUANT TO  THE REQUIREMENTS OF THE  PUBLIC UTILITY HOLDING

          COMPANY  ACT OF 1935, THE UNDERSIGNED  COMPANIES HAVE CAUSED THIS

          STATEMENT  TO  BE SIGNED  ON  THEIR  BEHALF  BY  THE  UNDERSIGNED

          THEREUNTO DULY AUTHORIZED.

                                        ENERGY INITIATIVES, INC.


                                        By:_________________________
                                           B. L. Levy, President



                                        GENERAL PUBLIC UTILITIES CORPORATION


                                        By:________________________________
                                           T. G. Howson, Vice President
                                           and Treasurer




          Dated: January 10, 1995<PAGE>



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