SEC FILE NO. 70-9599




                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549





                             CERTIFICATE PURSUANT TO

                                     RULE 24

                            OF PARTIAL COMPLETION OF

                                  TRANSACTIONS





                                    GPU, INC.







  ------------------------------------------
                                            :
       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 June 30, 2001 is attached as Exhibit A.


2.    Schedule of Segment Revenue
      ---------------------------

         A schedule setting forth the segment revenue for the quarter ended June
30, 2001 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 June 30, 2001, MYR performed significant T&D
services for its customers. T&D generated approximately 55% of MYR's total
revenue for the quarter. A significant portion of this work continued to be
performed for a core base of electric utility clients in Texas, Tennessee,
California, Michigan, California and Colorado.

Telecommunication Services:
--------------------------

         There was no significant business activity to report for the quarter
ended June 30, 2001.



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Traffic Signalization Services:
------------------------------

         There was no significant business activity to report for the quarter
ended June 30, 2001.


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

         During the quarter ended June 30, 2001, MYR performed significant C&I
services for its customers. C&I revenue was approximately 39% of total revenue
for the period. A majority of that revenue was generated by one operating
subsidiary that operates primarily in the western part of the United States.


4.    Services Provided to Associated Companies
      -----------------------------------------

         During the quarter ended June 30, 2001, services provided to the GPU
Companies consisted of (i) Harlan Electric performing various distribution
projects in New Jersey for Jersey Central Power & Light Company, (ii) Harlan
Electric laying underground cable in Pennsylvania for GPU Telcom Services, Inc.
and (iii) Harlan Electric performing various distribution projects in
Pennsylvania for Metropolitan Edison Company and Pennsylvania Electric Company.
The total amount billed to the GPU Companies for performing such services was
$7.0 million during the period.



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                                    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:    August 24, 2001







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