EXHIBITS TO BE FILED BY EDGAR Exhibits: A-2 - Indenture dated as of December 1, 2000, between GPU, Inc. and United States Trust Company of New York, as Trustee. B-3 - Underwriting Agreement dated December 1, 2000. F-1(a) - "Past tense" opinion of...

                          EXHIBITS TO BE FILED BY XXXXX




Exhibits:


            A-2    -   Indenture  dated as of December 1, 2000,  between GPU,
                       Inc. and United  States Trust  Company of New York, as
                       Trustee.

            B-3    -   Underwriting Agreement dated December 1, 2000.

            F-1(a) -   "Past tense" opinion of Xxxxxx Xxxx & Priest LLP.

            F-2(a) -   "Past tense" opinion of Xxxx, Xxxxxxx, Xxxxx & Selzter
                       LLP.