8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                               -------------------

                                    FORM 8-K

                                 CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934




Date of Report (date of
earliest event reported):                 July 20, 1998



Commission      Registrant, State of Incorporation,           I.R.S. Employer
File Number     Address and Telephone Number                 Identification No.
- -----------     ----------------------------                 ------------------

1-6047          GPU, Inc.                                       13-5516989
                (a Pennsylvania corporation)
                300 Madison Avenue
                Morristown, New Jersey 07962-1911
                Telephone (973) 455-8200

1-446           Metropolitan Edison Company                     23-0870160
                (a Pennsylvania corporation)
                2800 Pottsville Pike
                Reading, Pennsylvania 19605
                Telephone (610) 929-3601

1-3522          Pennsylvania Electric Company                   25-0718085
                (a Pennsylvania corporation)
                2800 Pottsville Pike
                Reading, Pennsylvania 19605
                Telephone (610) 929-3601









ITEM 5.     OTHER EVENTS.
            -------------
      As previously  reported,  on June 30, 1998 the Pennsylvania Public Utility
Commission  ("PaPUC")  entered  final  orders  ("Restructuring  Orders")  on the
restructuring  plans  filed  by  Metropolitan  Edition  Company  ("Met-Ed")  and
Pennsylvania  Electric  Company  ("Penelec") in accordance  with  Pennsylvania's
Electricity  Generation  Customer  Choice Act  ("Customer  Choice Act").  In the
Restructuring  Orders, the PaPUC, among other things,  established a Competitive
Transition  Charge  ("CTC")  which (a) would not ensure  Met-Ed and Penelec full
recovery of the costs under their contracts with Non-Utility Generators ("NUGs")
as required by state and federal  law;  (b)  disallowed  certain  stranded  cost
claims by Met-Ed and Penelec;  (c) reduced annual  transmission and distribution
("T & D") rates for Met-Ed and Penelec; and (d) advanced the phase-in for retail
choice to January 2, 2000.  Following issuance of the Restructuring  Orders, GPU
stated that it would vigorously  pursue all available  remedies to challenge the
Restructuring Orders.

      On July  20,  1998,  Met-Ed  and  Penelec  filed  complaints  against  the
Restructuring  Orders  and the  PaPUC  in the  Commonwealth  Court  and the U.S.
District Court for the Eastern  District of  Pennsylvania.  In the  Commonwealth
Court  complaint,  Met-Ed and Penelec  have  appealed the  Restructuring  Orders
alleging  that the PaPUC  committed  more than 40  errors  of law.  The  Federal
lawsuit seeks both  declaratory  and injunctive  relief  challenging the PaPUC's
refusal in the Restructuring  Orders to ensure full recovery of the costs of NUG
contracts, as required by state and federal law.

      In  addition,  on July 20,  1998  Met-Ed  and  Penelec  filed  Alternative
Restructuring Plans with the PaPUC based on the provision in the Customer Choice
Act that  enables a utility to file an alternate  plan if the PaPUC  rejects the
utility's  initial plan.  Met-Ed and Penelec  believe that in the  Restructuring
Orders,  the PaPUC has objected to  essentially  the entirety of their  original
restructuring  plans and has therefore  rejected these plans. Under the Customer
Choice Act, the PaPUC is required to review and act upon the  Alternative  Plans
within 45 days.

      The major elements of the Alternative Plans are as follows:

       -    Met-Ed and Penelec have eliminated, modified or postponed until
            Phase II(1) certain stranded cost
- -------------

(1) The Restructuring  Orders  established an initial CTC level for the stranded
costs associated with owned generation plants based on an administrative  market
line. The Restructuring  Orders  contemplate a Phase II proceeding where the CTC
level  would be  adjusted  to reflect  the impact of the  generation  plant sale
proceeds.

                                      2





            claims.  This action has reduced the stranded cost claims by $130
            million for Met-Ed and $150 million for Penelec.

       -    A rate mechanism to recover the costs of operating NUG projects over
            their contract lives that fully reconciles to actual market prices.

       -    T & D rates of 2.50 and  2.51  cents/kwh  for  Met-Ed  and  Penelec,
            respectively.  Met-Ed's and  Penelec's T & D rate has been  modified
            from their previous  position of 2.73 cents/kwh.  The  Restructuring
            Orders  reflected  a  2.26  cents/kwh  rate  for  Met-Ed  and a 2.01
            cents/kwh rate for Penelec.

       -    CTC  rates  have been  requested  which  allow  full  stranded  cost
            recovery  (other  than NUGs and nuclear  decommissioning,  which are
            recovered over the lives of the contracts or related  plants) over a
            seven year period for Met-Ed and a two year period for Penelec.

       -    The generation  tariffs (or shopping  credits) have been established
            to allow  overall  savings to shopping  customers of 2.5% for Met-Ed
            and 5% for Penelec.

       -    In the event major elements of the  Alternative  Plans are rejected,
            Met-Ed and Penelec plan to retain for  shareholders any net proceeds
            above book value for generating  plants sold through the divestiture
            program, rather than the previous proposal which would apply the net
            proceeds to offset other stranded costs.

      There can be no assurance as to the outcome of these proceedings.

      A copy of GPU Energy's related news release is annexed as an exhibit.


ITEM 7.     FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
            AND EXHIBITS.
            -----------------------------------------------------
      (c) Exhibits.

            1. GPU Energy News Release, dated July 20, 1998.



                                      3






                                    SIGNATURE

      PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934,
THE REGISTRANTS HAVE DULY CAUSED THIS REPORT TO BE SIGNED ON THEIR BEHALF BY
THE UNDERSIGNED THEREUNTO DULY AUTHORIZED.


                              GPU, INC.
                              METROPOLITAN EDISON COMPANY
                              PENNSYLVANIA ELECTRIC COMPANY



                              By: /s/ T. G. Howson
                                 -----------------------------
                                  T. G. Howson, Vice President
                                  and Treasurer


Date:   July 21, 1998









                                      4

EX-99

                          EXHIBIT TO BE FILED BY EDGAR



(c) 1. GPU Energy News Release, dated July 20, 1998.

EX-99

                                                                   Exhibit (c) 1

GPU Energy News Release
July 20, 1998


GPU Energy Compromise Plans Would Avoid Delay in Electric Choice
- ----------------------------------------------------------------

Note: GPU Energy President Dennis Baldassari will conduct a news conference
via telephone at 1 p.m. EDT today. To participate, call 888-369-7004.


READING,  Pa.--July 20, 1998-- GPU Energy today is filing two legal actions that
could delay the start of electric generation choice in Pennsylvania. At the same
time,  the  company  filed  new  plans  with  the  Pennsylvania  Public  Utility
Commission  (PUC) that  would put  electric  choice  "back on track" and avoid a
decline in the quality of electric service.

Today's  actions are in response to the PUC's decisions on June 26 to reject GPU
Energy's  restructuring  plans.  In its  decisions,  the  PUC  cut  funding  for
maintaining the electric  distribution system. GPU Energy said such drastic cuts
ultimately could lead to more frequent and longer outages.

"Unfortunately,  the PUC has forced these legal  actions which  introduce  great
uncertainty  into the process for  customers,  suppliers  and for GPU Energy and
which could delay the start of customer  choice,"  said Dennis  Baldassari,  GPU
Energy president and chief operating officer. "In addition,  the PUC's decisions
raise questions about the ability to maintain dependable electric service.

"Although GPU Energy supports electric choice, we won't sacrifice reliable
electric service."

GPU Energy today also filed compromise restructuring plans with the PUC.

"Our compromise plans address objections the commission raised when it
rejected our original plans," Baldassari said.  "Our compromise can avoid
delays in electric competition.  The PUC can quickly put the transition to
customer choice back on track."

Pennsylvania's Electricity Generation Customer Choice Act provides for a utility
to file an  alternative  plan if the  commission  rejects the original plan. The
commission has 45 days to act on a revised plan.

GPU Energy is filing appeals with Pennsylvania's  Commonwealth Court challenging
the PUC's  decisions.  The appeals claim more than 40 errors of law in the PUC's
restructuring decisions for GPU Energy.

It is  filing a  complaint  in U.S.  District  Court  for  Eastern  Pennsylvania
challenging  the PUC's refusal to ensure full recovery of the costs of contracts
with non-utility  generators  (NUGs). In previous  decisions the PUC had assured
GPU Energy that it would recover these costs.  Federal law requires utilities to
buy electricity from NUGs, and both federal and state law entitles  utilities to
recover  the  costs.  The  PUC  sets  the  price  utilities  must  pay  for  NUG
electricity. Utilities earn no profit from selling it.

Uncertainty over timing,  prices and rules of  implementation  effectively could
delay electric generation competition, GPU Energy said.

"We recognize that both customers and  electricity  marketers could be reluctant
to proceed under the great uncertainty  resulting from the commission's vote and
our legal actions," Baldassari said. "No effective competitive market can emerge
with uncertainty about the rules and pricing. That's one reason we have proposed
a compromise."

He also said that the PUC's decisions jeopardize GPU Energy's ability to support
community and economic development.

The three domestic utility subsidiaries of GPU, Inc. (Metropolitan Edison
Company, Pennsylvania Electric Company and Jersey Central Power & Light
Company) do business as GPU Energy.


                                     - XX -


- -------------------------------------------------------------------------------

Contact:

     Ray Dotter, 610-921-6814
     Lori Hixon, 610-921-6019