SEC FILE NO. 70-7670







                       SECURITIES AND EXCHANGE COMMISSION


                             WASHINGTON, D.C. 20549












                             CERTIFICATE PURSUANT TO

                                     RULE 24

                            OF PARTIAL COMPLETION OF

                                  TRANSACTIONS









                                    GPU, INC.





                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


- -----------------------------------------x
            In the Matter of              :
                                                :     Certificate
GPU, Inc.                                       :     Pursuant to
                                                :     Rule 24 of Partial
            File No. 70-7670                    :     Completion of
                                                :     Transactions
      (Public Utility Holding             :
        Company Act of 1935)              :
- -----------------------------------------x




To the Members of the Securities and Exchange Commission:

            The undersigned,  GPU, Inc.  ("GPU"),  hereby certifies  pursuant to
Rule 24 ("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. 70-7670 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 October 23,
1989 and Supplemental Order dated December 8, 1995 (collectively, the "Orders"),
with respect to said Application as follows:

1.  Pursuant  to the Orders,  GPU has been  authorized  to issue and sell,  from
time-to-time  through  December 31, 2000, up to 2,500,000 shares (without giving
effect to a two-for-one  stock split by way of stock dividend  effective May 29,
1991) of its  common  stock,  par value  $2.50 per share (the  "Common  Stock"),
pursuant  to a  dividend  reinvestment  and stock  purchase  plan  (the  "Plan")
described in the Prospectus included as part of a Registration Statement on Form
S-3, No. 33-30765, as amended, filed under the Securities Act of 1933.

2. On July 29, 1998,  GPU issued and sold from  previously  reacquired  shares a
total of 811 shares of Common Stock to Plan  participants who made optional cash
payments  to the Plan in  accordance  with its terms.  GPU sold such shares at a
price of $37.240625 per share,  or an aggregate of $30,202.15  which  represents
the  average  of the  daily  high and low sale  prices  of the  Common  Stock as
reported  in The Wall  Street  Journal  for New York  Stock  Exchange  Composite
Transactions for the ten trading days immediately preceding such date.








3. On August 26, 1998, GPU issued and sold from previously  reacquired  shares a
total of 35,044  shares of Common Stock to Plan  participants  who made optional
cash payments to the Plan and/or  reinvested  dividends in  accordance  with its
terms. GPU sold such shares at a price of $37.9125 per share, or an aggregate of
$1,328,605.65 which represents the average of the daily high and low sale prices
of the Common  Stock as reported  in The Wall Street  Journal for New York Stock
Exchange Composite  Transactions for the ten trading days immediately  preceding
such date.

4. On September 30, 1998, GPU issued and sold from previously  reacquired shares
a total of 1,042 shares of Common Stock to Plan  participants  who made optional
cash payments to the Plan in accordance with its terms.  GPU sold such shares at
a price of $41.353125 per share, or an aggregate of $43,089.96  which represents
the  average  of the  daily  high and low sale  prices  of the  Common  Stock as
reported  in The Wall  Street  Journal  for New York  Stock  Exchange  Composite
Transactions for the ten trading days immediately preceding such date.

5. To summarize, to date GPU has sold a total of 1,054,338 previously reacquired
shares of Common Stock pursuant to the Plan.





                                    SIGNATURE
                                    ---------

            PURSUANT TO THE  REQUIREMENTS  OF THE PUBLIC UTILITY HOLDING COMPANY
ACT OF 1935, THE UNDERSIGNED COMPANY HAS DULY CAUSED THIS STATEMENT 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: October 5, 1998