GPU INTERNATIONAL INC /DE/
U-12-IB, 1998-02-09
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                          Three year period ending 2000

                    Form U-12 (I) - B (THREE-YEAR STATEMENT)

         STATEMENT PURSUANT TO SECTION 12 (i) OF PUBLIC UTILITY HOLDING
        COMPANY ACT OF 1935 BY A PERSON REGULARLY EMPLOYED OR RETAINED BY
         A REGISTERED HOLDING COMPANY OR A SUBSIDIARY THEREOF AND WHOSE
       EMPLOYMENT CONTEMPLATES ONLY ROUTINE EXPENSES AS SPECIFIED IN RULE
                                     71 (b)

  (To be filed in DUPLICATE. If acknowledgment is desired, file in triplicate)


1.       Name and business address of person filing statement.

         Wayne Thomson
         GPU International, Inc.
         One Upper Pond Road
         Parsippany, NJ  07054

2.       Names  and  business   addresses  of  any  persons   through  whom  the
         undersigned  proposes to act in matters  included  within the exemption
         provided by paragraph (b) of Rule U- 71.

         None

3.       Registered  holding  companies  and  subsidiary  companies by which the
         undersigned is regularly employed or retained:

         GPU  International,  Inc.,  a  subsidiary  of GPU,  Inc.,  a registered
         holding company.

4.       Position  or  relationship  in which the  undersigned  is  employed  or
         retained  by  each  of  the  companies  named  in  item  3,  and  brief
         description  of nature of services to be rendered in each such position
         or relationship:

         Respondent is a Director - Legal  Services and  Assistant  Secretary of
         GPU  International,  Inc. and devotes the major  portion of his working
         time to the usual duties incident to such position.

5.       (a)  Compensation  received during the current year and estimated to be
         received over the next two calendar years by the undersigned of others,
         directly or indirectly, for services rendered by the undersigned,  from
         each  of the  companies  designated  in  Item  3.  (Use  column  (a) as
         supplementary statement only.)



<PAGE>



                                                           Person or company
    Name of         Salary or other                        from whom received
    receipient      compensations      To be received      or to be received
                          (a)                (b)

    Wayne Thomson
         1997          $107,640                          GPU International, Inc.
         1998                            $104,489        GPU International, Inc.
         1999                            $104,489        GPU International, Inc.
         2000                            $104,489        GPU International, Inc.
 .
         Respondent's 1997 compensation from the companies in the GPU System was
         received  from GPU  International,  Inc. Such  compensation,  including
         incentive  compensation  received  in  1997,  if any,  amounted  in the
         aggregate to  $107,640.  Based on his present  salary rate,  respondent
         estimates that his 1998, 1999, and 2000  compensation,  each year, will
         be  $104,489.  Respondent  cannot now  estimate the amount of incentive
         compensation, if any, to be received in 1998, 1999, and 2000.

         (b) Basis for compensation if other than salary.

6.       (To be answered in  supplementary  statement  only. See  Instructions.)
         Expenses  incurred by the  undersigned  or any person  named in Item 2,
         above,  during the  calendar  year in  connection  with the  activities
         described in Item 4, above,  and the source or sources of reimbursement
         for same.

         (a) Total amount of routine expenses charged to client: $11,250

         (b) Itemized list of all other expenses:


January 29, 1998                                (Signed)     /s/ Wayne Thomson




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