c) Exhibits Underwriting Agreement dated February 12, 1998, between GPU, Inc. and Goldman Sachs & Co., Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co., as representatives.

                          EXHIBIT TO TO FILED BY XXXXX

                    EXHIBITS
                    --------

                    (c)  Exhibits
                    Underwriting Agreement dated February 12, 1998, between GPU,
                    Inc. and Xxxxxxx Sachs & Co.,  Xxxxxxx Xxxxx & Co.,  Xxxxxxx
                    Lynch,  Pierce,  Xxxxxx  &  Xxxxx  Incorporated  and  Xxxxxx
                    Xxxxxxx & Co., as representatives.