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):                    February 12, 1998


          GPU, Inc.
          ---------
                  (Exact name of registrant as specified in charter)


            Pennsylvania             1-6047              13-5516989
            ------------             ------              ----------

          (State or other          (Commission           (IRS employer
           jurisdiction of         file number)         identification no.)
           incorporation)




              300 Madison Avenue, Morristown, New Jersey 07962-1911
              ------------------------------------------  ----------
          (Address of principal executive offices)       (Zip Code)




         Registrant's telephone number, including area code: (973) 455-8200
         ------------------------------------------------------------------

<PAGE>









          ITEM 5.   OTHER EVENTS
                    On February 12, 1998, GPU, Inc. (the "Company") entered into
          an Underwriting  Agreement with Goldman,  Sachs & Co., Merrill Lynch &
          Co.,  Merrill Lynch,  Pierce,  Fenner & Smith  Incorporated and Morgan
          Stanley  &  Co.  Incorporated,   as  representatives  of  the  several
          underwriters,  including themselves,  named in Schedule A thereto (the
          "Underwriters"),  providing  for the  issuance and sale of 6.1 million
          shares of the Company's Common Stock, par value $2.50 per share. Under
          the Underwriting  Agreement,  the Underwriters have a 30-day option to
          purchase up to an additional  900,000  shares of Common Stock to cover
          over-allotment,  if any. Reference is made to the Company's Prospectus
          dated  February  12,  1998  for  further  information   regarding  the
          offering, including the use of proceeds.

          Item 7.   FINANCIAL STATEMENTS, PRO  FORMA FINANCIAL  INFORMATION AND
                    EXHIBITS

                    (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.

<PAGE>









                                    SIGNATURE
                                    ---------

                    PURSUANT TO THE REQUIREMENTS OF THE SECURITIES  EXCHANGE ACT
          OF 1934,  THE  REGISTRANT  HAS DULY CAUSED THIS REPORT TO BE SIGNED ON
          ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED.

                                    GPU, INC.


                                     By:______________________________
                                        T.G. Howson
                                        Vice President and Treasurer


          Date:  February 13, 1998
[{"type": "8-K", "sequence": "1", "description": "8K REPORT", "secsgml_size_bytes": 3303}]
{"company-data": {"conformed-name": "GPU INC /PA/", "cik": "0000040779", "assigned-sic": "4911", "irs-number": "135516989", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-06047", "film-number": "98540679"}, "business-address": {"street1": "C/O GPU SERVICE INC", "street2": "300 MADISON AVE", "city": "MORRISTOWN", "state": "NJ", "zip": "07962", "phone": "9734558200"}, "mail-address": {"street1": "C/O GPU SERVICE INC", "street2": "300 MADISON AVE", "city": "MORRISTOWN", "state": "NJ", "zip": "07962"}}
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):                    February 12, 1998

          GPU, Inc.
          ---------
                  (Exact name of registrant as specified in charter)

            Pennsylvania             1-6047              13-5516989
            ------------             ------              ----------

          (State or other          (Commission           (IRS employer
           jurisdiction of         file number)         identification no.)
           incorporation)

              300 Madison Avenue, Morristown, New Jersey 07962-1911
              ------------------------------------------  ----------
          (Address of principal executive offices)       (Zip Code)

         Registrant's telephone number, including area code: (973) 455-8200
         ------------------------------------------------------------------
ITEM 5.   OTHER EVENTS
                    On February 12, 1998, GPU, Inc. (the "Company") entered into
          an Underwriting  Agreement with Goldman,  Sachs & Co., Merrill Lynch &
          Co.,  Merrill Lynch,  Pierce,  Fenner & Smith  Incorporated and Morgan
          Stanley  &  Co.  Incorporated,   as  representatives  of  the  several
          underwriters,  including themselves,  named in Schedule A thereto (the
          "Underwriters"),  providing  for the  issuance and sale of 6.1 million
          shares of the Company's Common Stock, par value $2.50 per share. Under
          the Underwriting  Agreement,  the Underwriters have a 30-day option to
          purchase up to an additional  900,000  shares of Common Stock to cover
          over-allotment,  if any. Reference is made to the Company's Prospectus
          dated  February  12,  1998  for  further  information   regarding  the
          offering, including the use of proceeds.

          Item 7.   FINANCIAL STATEMENTS, PRO  FORMA FINANCIAL  INFORMATION AND
                    EXHIBITS

                    (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.
SIGNATURE
                                    ---------

                    PURSUANT TO THE REQUIREMENTS OF THE SECURITIES  EXCHANGE ACT
          OF 1934,  THE  REGISTRANT  HAS DULY CAUSED THIS REPORT TO BE SIGNED ON
          ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED.

                                    GPU, INC.

                                     By:______________________________
                                        T.G. Howson
                                        Vice President and Treasurer

          Date:  February 13, 1998