------------------------------------------------------------------------------
   As Filed With the Securities and Exchange Commission on October 26, 2001

                                                  Registration No.
------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                     --------------------------------------
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                                  Pennsylvania
------------------------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   13-5516989
------------------------------------------------------------------------------
                      (I.R.S. Employer Identification No.)

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

 GPU, Inc. Stock Option and Restricted Stock Plan for MYR Group Inc. Employees
------------------------------------------------------------------------------
                            (Full title of the plans)

                               TERRANCE G. HOWSON
------------------------------------------------------------------------------
                          Vice President and Treasurer
                                GPU Service Inc.
                               310 Madison Avenue
                          Morristown, New Jersey 07962
                    (Name and address of agents for service)

                                 (973) 401-8200
------------------------------------------------------------------------------
           Telephone number, including area code, of agent for service

                                    Copy to:

         Douglas E. Davidson, Esq.            Scott L. Guibord, Esq.
         Thelen Reid & Priest LLP                    Secretary
            40 West 57th Street                      GPU, Inc.
         New York, New York 10019               310 Madison Avenue
                                           Morristown, New Jersey 07962








<PAGE>


                         CALCULATION OF REGISTRATION FEE

================================================================================
                                    Proposed
    Title of                         average     Proposed maximum    Amount of
 securities to    Amount to be   offering price      aggregate     registration
 be registered   registered (1)     per share     offering price        fee
--------------------------------------------------------------------------------
Common Stock,    340,000 shares    $32.08 (2)(3)   $10,906,200       $2726.55
par value $2.50                                         (2)(3)

--------------------------------------------------------------------------------
(1)   The  number of shares  stated  is the  maximum  number of shares of Common
      Stock issuable under the GPU, Inc. Stock Option and Restricted  Stock Plan
      for MYR Group  Inc.  Employees.  242,476 of these  shares  are  restricted
      shares valued at $40.98 per share, which price was determined as described
      below.  The balance of the shares are options,  priced as follows:  19,890
      shares  priced at $11.52 per  share;  15,300  shares  priced at $17.53 per
      share;  17,002 shares  priced at $4.16 per share;  11,334 shares priced at
      $4.79 per share;  25,498 shares  priced at $10.29 per share;  4,250 shares
      priced at $6.40 per share; and 4,250 shares priced at $13.35 per share.

(2)   The proposed  average offering price per share was determined based on the
      average  exercise price of the options,  which options and exercise prices
      are listed  above,  and the  estimated  offering  price of the  restricted
      shares,  $40.98 per share,  which was  estimated in  accordance  with Rule
      457(c) under the Securities Act solely for the purpose of calculating  the
      total  registration fee.  Computation of such estimated offering price was
      based upon the average of the high ($41.35) and low ($40.60) prices of the
      Common  Stock as  reported  on the New York Stock  Exchange on October 22,
      2001.

(3)   Calculated  in  accordance  with Rule 457(h) under the  Securities  Act of
      1933, as amended (the "Securities Act").






                                        2


<PAGE>




                                    GPU, INC.

              GPU, Inc. Stock Option and Restricted Stock Plan For
                            MYR Group Inc., Employees

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.           Plan Information.

      Information  required  by  Item 1 to be  contained  in the  Section  10(a)
prospectus is omitted from this  Registration  Statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.

Item 2.           Registrant Information and Employee Plan Annual Information.

      Information  required  by  Item 2 to be  contained  in the  Section  10(a)
prospectus is omitted from this  Registration  Statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.

                                     PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

            1. The following documents,  which have been filed by the registrant
with the  Securities and Exchange  Commission  (the  "Commission"),  File Number
1-6047,  pursuant to the Securities  Exchange Act of 1934 (the "Exchange  Act"),
are incorporated by reference into this Registration Statement:

            (a)   GPU's  Annual  Report  on  Form  10-K  for  the  year  ended
      December 31, 2000;

            (b)   GPU's  Quarterly  Report on Form 10-Q for the quarter  ended
      March 31, 2001;

            (c)   GPU's  Quarterly  Report on Form 10-Q for the quarter  ended
      June 30, 2001;

            (d) GPU's  current  Reports on Form 8-K dated May 8,  2001,  May 25,
      2001, June 12, 2001, June 15, 2001, August 28, 2001 and September 4, 2001;
      and

            (e) The  description of the  registrant's  Common Stock contained in
      the  registrant's  Registration  Statement  on Form  S-3  filed  with  the
      Commission on August 20, 1996.





<PAGE>


      All  documents  subsequently  filed by the  Company  pursuant  to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the respective date of the filing of such documents.

Item 4.           Description of Securities.

      Not applicable.

Item 5.           Interests of Named Experts and Counsel.

      Not applicable.

Item 6.           Indemnification of Directors

      Section 37 of the By-Laws of the Company provides as follows:

            (a) A director shall not be personally  liable for monetary  damages
as such for any action  taken,  or any failure to take any  action,  on or after
January  27,  1987  unless the  director  has  breached or failed to perform the
duties of his office under Section 1721 of the Business  Corporation  Law as the
same may be  amended  from time to time,  and the  breach or  failure to perform
constitutes self-dealing,  willful misconduct or recklessness. The provisions of
this  subsection  (a) shall not apply to the  responsibility  or  liability of a
director  pursuant to any criminal  statute,  or the liability of a director for
the payment of taxes pursuant to local, state or Federal law.

            (b) The Corporation shall indemnify any person who was or is a party
or is  threatened  to be made a party to any  threatened,  pending or  completed
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative,  whether  formal or  informal,  and whether  brought by or in the
right of the  Corporation  or  otherwise,  by  reason  of the fact that he was a
director,  officer or employee of the Corporation  (and may indemnify any person
who was an agent of the Corporation),  or a person serving at the request of the
Corporation  as a director,  officer,  partner,  fiduciary or trustee of another
corporation,  partnership,  joint venture, trust, employee benefit plan or other
enterprise, to the fullest extent permitted by law, including without limitation
indemnification  against expenses (including attorneys' fees and disbursements),
damages,  punitive  damages,  judgments,  penalties,  fines and amounts  paid in
settlement  actually and reasonably  incurred by such person in connection  with
such  proceeding  unless the act or failure to act giving  rise to the claim for
indemnification  is finally  determined by a court to have  constituted  willful
misconduct or recklessness.

                                      II-2


<PAGE>


            (c) The  Corporation  shall pay the expenses  (including  attorneys'
fees and disbursements) actually and reasonably incurred in defending a civil or
criminal  action,  suit or  proceeding  on  behalf  of any  person  entitled  to
indemnification under subsection (b) in advance of the final disposition of such
proceeding  upon  receipt of an  undertaking  by or on behalf of such  person to
repay such amount if it shall  ultimately be determined  that he is not entitled
to be  indemnified by the  Corporation,  and may pay such expenses in advance on
behalf of any agent on receipt of a similar  undertaking.  The financial ability
of such person to make such repayment  shall not be a prerequisite to the making
of an advance.

            (d) For  purposes  of this  Section:  (i) the  Corporation  shall be
deemed to have  requested  an officer,  director,  employee or agent to serve as
fiduciary with respect to an employee benefit plan where the performance by such
person  of  duties to the  Corporation  also  imposes  duties  on, or  otherwise
involves  services by, such person as a fiduciary with respect to the plan; (ii)
excise taxes assessed with respect to any transaction  with an employee  benefit
plan shall be deemed  "fines";  and (iii) action taken or omitted by such person
with  respect to an employee  benefit  plan in the  performance  of duties for a
purpose  reasonably  believed  to be in the  interest  of the  participants  and
beneficiaries  of the plan  shall be  deemed  to be for a  purpose  which is not
opposed to the best interests of the Corporation.

            (e)  To  further  effect,  satisfy  or  secure  the  indemnification
obligations   provided  herein  or  otherwise,   the  Corporation  may  maintain
insurance,  obtain a letter of credit,  act as  self-insurer,  create a reserve,
trust,   escrow,   cash  collateral  or  other  fund  or  account,   enter  into
indemnification agreements, pledge or grant a security interest in any assets or
properties  of the  Corporation,  or use  any  other  mechanism  or  arrangement
whatsoever  in such  amounts,  at such  costs,  and upon  such  other  terms and
conditions as the Board of Directors shall deem appropriate.

            (f) All rights of indemnification under this Section shall be deemed
a contract  between the Corporation  and the person entitled to  indemnification
under this Section pursuant to which the Corporation and each such person intend
to be legally  bound.  Any repeal,  amendment  or  modification  hereof shall be
prospective only and shall not limit, but may expand,  any rights or obligations
in respect of any proceeding  whether commenced prior to or after such change to
the extent such  proceeding  pertains  to actions or  failures to act  occurring
prior to such change.

            (g) The indemnification, as authorized by this Section, shall not be
deemed exclusive of any other rights to which those seeking  indemnification  or
advancement of expenses may be entitled under any statute, agreement, vote of

                                      II-3



<PAGE>


shareholders,  or disinterested directors or otherwise,  both as to action in an
official  capacity  and as to action in any other  capacity  while  holding such
office. The  indemnification and advancement of expenses provided by, or granted
pursuant to, this Section shall  continue as to a person who has ceased to be an
officer, director, employee or agent in respect of matters arising prior to such
time, and shall inure to the benefit of the heirs,  executors and administrators
of such person.

Item 7.           Exemption from Registration Claimed.

      Not applicable.

Item 8.           Exhibits.

      See Exhibit Index attached hereto.


Item 9.           Undertakings.

      The Company hereby undertakes:

      (a) To file,  during any period in which offers or sales are being made, a
post-effective amendment to this registration statement;

      (b) To  include  any  material  information  with  respect  to the plan of
distribution  not  previously  disclosed  in the  Registration  Statement or any
material change to such information in the Registration Statement;

      (c)  That,  for  the  purpose  of  determining  any  liability  under  the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
Registration  Statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof;

      (d) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering;

      (e) The Company hereby  undertakes  that, for purposes of determining  any
liability under the Securities  Act, each filing of the Company's  annual report
pursuant  to Section  13(a) or Section  15(d) of the  Exchange  Act (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section  15(d) of the  Exchange  Act) that is  incorporated  by reference in the
Registration  Statement  shall  be  deemed  to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; and

                                      II-4



<PAGE>


      (f)  Insofar  as  indemnification   for  liabilities   arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of  the  Company  pursuant  to  the  foregoing  provisions,  or  otherwise,  the
registrant  has  been  advised  that  in the  opinion  of the  Commission,  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid a director, officer or controlling person of the Company in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.





                                      II-5



<PAGE>


                                   SIGNATURES

The Registrant.

      Pursuant to the  requirements  of the  Securities  Act of 1933, as amended
(the "Securities Act"), the registrant  certifies that it has reasonable grounds
to believe that it meets all of the  requirements for filing on Form S-8 and has
duly  caused  this  Registration  Statement  to be signed  on its  behalf by the
undersigned,  thereunto duly authorized, in the Township of Morris, State of New
Jersey, on the 26 day of October, 2001.

                                    GPU, INC.



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

                                POWER OF ATTORNEY

      Each director and/or officer of the Company whose signature  appears below
hereby  appoints T. G. Howson as his or her  attorney-in-fact  to sign in his or
her name and behalf, in any and all capacities stated below and to file with the
Commission any and all amendments,  including post-effective amendments, to this
Registration Statement.

      Pursuant to the  requirements  of the  Securities  Act, this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.

         Signature                      Title                      Date

/s/ F. D. Hafer             President and Chief Executive  October 26, 2001
------------------------
Fred D. Hafer               Officer and Director

/s/ J. M. Pietruski         Director                       October 26, 2001
-----------------------
John M. Pietruski

/s/ R. N. Pokewaldt         Director                       October 26, 2001
-----------------------
Robert N. Pokewaldt

/s/ C. A. Rein              Director                       October 26, 2001
------------------------
Catherine A. Rein

/s/ T. B. Hagen             Director                       October 26, 2001
------------------------
Thomas B. Hagen

/s/ B. S. Townsend          Director                       October 26, 2001
------------------------
Bryan S. Townsend

                                      II-6


<PAGE>




/s/ K. L. Wolfe             Director                       October 26, 2001
------------------------
Kenneth L. Wolfe

/s/ C. A.H. Trost           Director                       October 26, 2001
------------------
Carlisle A.H. Trost

/s/ P. K. Woolf             Director                       October 26, 2001
------------------------
Patricia K. Woolf











                                      II-7


<PAGE>


                                INDEX TO EXHIBITS
                                    GPU, INC.

 ---------------------------------------------------------------
      Exhibit
         No.                       Description
  --------------------------------------------------------------

                   GPU, Inc. Stock Option and Restricted Stock
         4         Plan for MYR Group Inc. Employees
  --------------------------------------------------------------

        5.1        Opinion of Thelen Reid & Priest LLP
  --------------------------------------------------------------

                   Opinion of Ryan, Russell, Ogden & Seltzer
        5.2        LLP
  --------------------------------------------------------------

                   Consent of Thelen Reid & Priest LLP
       23.1        (included in Exhibit 5.1)
  --------------------------------------------------------------

                   Consent of Ryan, Russell, Ogden & Seltzer
       23.2        LLP (included in Exhibit 5.2)
  --------------------------------------------------------------

       23.3        Consent of PriceWaterhouseCoopers LLP
  --------------------------------------------------------------

                   Power of Attorney (included on signature
                   page of this Registration Statement on Form
        24         S-8)
 ---------------------------------------------------------------
[{"type": "S-8", "sequence": "1", "filename": "gpu_s8-102601.txt", "description": "S-8", "secsgml_size_bytes": 20524}]
{"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": "S-8", "act": "33", "file-number": "333-72286", "film-number": "1767732"}, "business-address": {"street1": "300 MADISON AVE", "street2": "C/O GPU SERVICE INC", "city": "MORRISTOWN", "state": "NJ", "zip": "07962-1911", "phone": "9734558200"}, "mail-address": {"street1": "300 MADISON AVE", "street2": "C/O GPU SERVICE INC", "city": "MORRISTOWN", "state": "NJ", "zip": "07962-1911"}}
------------------------------------------------------------------------------
   As Filed With the Securities and Exchange Commission on October 26, 2001

                                                  Registration No.
------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                     --------------------------------------
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                                  Pennsylvania
------------------------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   13-5516989
------------------------------------------------------------------------------
                      (I.R.S. Employer Identification No.)

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

 GPU, Inc. Stock Option and Restricted Stock Plan for MYR Group Inc. Employees
------------------------------------------------------------------------------
                            (Full title of the plans)

                               TERRANCE G. HOWSON
------------------------------------------------------------------------------
                          Vice President and Treasurer
                                GPU Service Inc.
                               310 Madison Avenue
                          Morristown, New Jersey 07962
                    (Name and address of agents for service)

                                 (973) 401-8200
------------------------------------------------------------------------------
           Telephone number, including area code, of agent for service

                                    Copy to:

         Douglas E. Davidson, Esq.            Scott L. Guibord, Esq.
         Thelen Reid & Priest LLP                    Secretary
            40 West 57th Street                      GPU, Inc.
         New York, New York 10019               310 Madison Avenue
                                           Morristown, New Jersey 07962
CALCULATION OF REGISTRATION FEE

================================================================================
                                    Proposed
    Title of                         average     Proposed maximum    Amount of
 securities to    Amount to be   offering price      aggregate     registration
 be registered   registered (1)     per share     offering price        fee
--------------------------------------------------------------------------------
Common Stock,    340,000 shares    $32.08 (2)(3)   $10,906,200       $2726.55
par value $2.50                                         (2)(3)

--------------------------------------------------------------------------------
(1)   The  number of shares  stated  is the  maximum  number of shares of Common
      Stock issuable under the GPU, Inc. Stock Option and Restricted  Stock Plan
      for MYR Group  Inc.  Employees.  242,476 of these  shares  are  restricted
      shares valued at $40.98 per share, which price was determined as described
      below.  The balance of the shares are options,  priced as follows:  19,890
      shares  priced at $11.52 per  share;  15,300  shares  priced at $17.53 per
      share;  17,002 shares  priced at $4.16 per share;  11,334 shares priced at
      $4.79 per share;  25,498 shares  priced at $10.29 per share;  4,250 shares
      priced at $6.40 per share; and 4,250 shares priced at $13.35 per share.

(2)   The proposed  average offering price per share was determined based on the
      average  exercise price of the options,  which options and exercise prices
      are listed  above,  and the  estimated  offering  price of the  restricted
      shares,  $40.98 per share,  which was  estimated in  accordance  with Rule
      457(c) under the Securities Act solely for the purpose of calculating  the
      total  registration fee.  Computation of such estimated offering price was
      based upon the average of the high ($41.35) and low ($40.60) prices of the
      Common  Stock as  reported  on the New York Stock  Exchange on October 22,
      2001.

(3)   Calculated  in  accordance  with Rule 457(h) under the  Securities  Act of
      1933, as amended (the "Securities Act").

                                        2
GPU, INC.

              GPU, Inc. Stock Option and Restricted Stock Plan For
                            MYR Group Inc., Employees

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.           Plan Information.

      Information  required  by  Item 1 to be  contained  in the  Section  10(a)
prospectus is omitted from this  Registration  Statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.

Item 2.           Registrant Information and Employee Plan Annual Information.

      Information  required  by  Item 2 to be  contained  in the  Section  10(a)
prospectus is omitted from this  Registration  Statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.

                                     PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

            1. The following documents,  which have been filed by the registrant
with the  Securities and Exchange  Commission  (the  "Commission"),  File Number
1-6047,  pursuant to the Securities  Exchange Act of 1934 (the "Exchange  Act"),
are incorporated by reference into this Registration Statement:

            (a)   GPU's  Annual  Report  on  Form  10-K  for  the  year  ended
      December 31, 2000;

            (b)   GPU's  Quarterly  Report on Form 10-Q for the quarter  ended
      March 31, 2001;

            (c)   GPU's  Quarterly  Report on Form 10-Q for the quarter  ended
      June 30, 2001;

            (d) GPU's  current  Reports on Form 8-K dated May 8,  2001,  May 25,
      2001, June 12, 2001, June 15, 2001, August 28, 2001 and September 4, 2001;
      and

            (e) The  description of the  registrant's  Common Stock contained in
      the  registrant's  Registration  Statement  on Form  S-3  filed  with  the
      Commission on August 20, 1996.
All  documents  subsequently  filed by the  Company  pursuant  to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the respective date of the filing of such documents.

Item 4.           Description of Securities.

      Not applicable.

Item 5.           Interests of Named Experts and Counsel.

      Not applicable.

Item 6.           Indemnification of Directors

      Section 37 of the By-Laws of the Company provides as follows:

            (a) A director shall not be personally  liable for monetary  damages
as such for any action  taken,  or any failure to take any  action,  on or after
January  27,  1987  unless the  director  has  breached or failed to perform the
duties of his office under Section 1721 of the Business  Corporation  Law as the
same may be  amended  from time to time,  and the  breach or  failure to perform
constitutes self-dealing,  willful misconduct or recklessness. The provisions of
this  subsection  (a) shall not apply to the  responsibility  or  liability of a
director  pursuant to any criminal  statute,  or the liability of a director for
the payment of taxes pursuant to local, state or Federal law.

            (b) The Corporation shall indemnify any person who was or is a party
or is  threatened  to be made a party to any  threatened,  pending or  completed
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative,  whether  formal or  informal,  and whether  brought by or in the
right of the  Corporation  or  otherwise,  by  reason  of the fact that he was a
director,  officer or employee of the Corporation  (and may indemnify any person
who was an agent of the Corporation),  or a person serving at the request of the
Corporation  as a director,  officer,  partner,  fiduciary or trustee of another
corporation,  partnership,  joint venture, trust, employee benefit plan or other
enterprise, to the fullest extent permitted by law, including without limitation
indemnification  against expenses (including attorneys' fees and disbursements),
damages,  punitive  damages,  judgments,  penalties,  fines and amounts  paid in
settlement  actually and reasonably  incurred by such person in connection  with
such  proceeding  unless the act or failure to act giving  rise to the claim for
indemnification  is finally  determined by a court to have  constituted  willful
misconduct or recklessness.

                                      II-2
(c) The  Corporation  shall pay the expenses  (including  attorneys'
fees and disbursements) actually and reasonably incurred in defending a civil or
criminal  action,  suit or  proceeding  on  behalf  of any  person  entitled  to
indemnification under subsection (b) in advance of the final disposition of such
proceeding  upon  receipt of an  undertaking  by or on behalf of such  person to
repay such amount if it shall  ultimately be determined  that he is not entitled
to be  indemnified by the  Corporation,  and may pay such expenses in advance on
behalf of any agent on receipt of a similar  undertaking.  The financial ability
of such person to make such repayment  shall not be a prerequisite to the making
of an advance.

            (d) For  purposes  of this  Section:  (i) the  Corporation  shall be
deemed to have  requested  an officer,  director,  employee or agent to serve as
fiduciary with respect to an employee benefit plan where the performance by such
person  of  duties to the  Corporation  also  imposes  duties  on, or  otherwise
involves  services by, such person as a fiduciary with respect to the plan; (ii)
excise taxes assessed with respect to any transaction  with an employee  benefit
plan shall be deemed  "fines";  and (iii) action taken or omitted by such person
with  respect to an employee  benefit  plan in the  performance  of duties for a
purpose  reasonably  believed  to be in the  interest  of the  participants  and
beneficiaries  of the plan  shall be  deemed  to be for a  purpose  which is not
opposed to the best interests of the Corporation.

            (e)  To  further  effect,  satisfy  or  secure  the  indemnification
obligations   provided  herein  or  otherwise,   the  Corporation  may  maintain
insurance,  obtain a letter of credit,  act as  self-insurer,  create a reserve,
trust,   escrow,   cash  collateral  or  other  fund  or  account,   enter  into
indemnification agreements, pledge or grant a security interest in any assets or
properties  of the  Corporation,  or use  any  other  mechanism  or  arrangement
whatsoever  in such  amounts,  at such  costs,  and upon  such  other  terms and
conditions as the Board of Directors shall deem appropriate.

            (f) All rights of indemnification under this Section shall be deemed
a contract  between the Corporation  and the person entitled to  indemnification
under this Section pursuant to which the Corporation and each such person intend
to be legally  bound.  Any repeal,  amendment  or  modification  hereof shall be
prospective only and shall not limit, but may expand,  any rights or obligations
in respect of any proceeding  whether commenced prior to or after such change to
the extent such  proceeding  pertains  to actions or  failures to act  occurring
prior to such change.

            (g) The indemnification, as authorized by this Section, shall not be
deemed exclusive of any other rights to which those seeking  indemnification  or
advancement of expenses may be entitled under any statute, agreement, vote of

                                      II-3
shareholders,  or disinterested directors or otherwise,  both as to action in an
official  capacity  and as to action in any other  capacity  while  holding such
office. The  indemnification and advancement of expenses provided by, or granted
pursuant to, this Section shall  continue as to a person who has ceased to be an
officer, director, employee or agent in respect of matters arising prior to such
time, and shall inure to the benefit of the heirs,  executors and administrators
of such person.

Item 7.           Exemption from Registration Claimed.

      Not applicable.

Item 8.           Exhibits.

      See Exhibit Index attached hereto.

Item 9.           Undertakings.

      The Company hereby undertakes:

      (a) To file,  during any period in which offers or sales are being made, a
post-effective amendment to this registration statement;

      (b) To  include  any  material  information  with  respect  to the plan of
distribution  not  previously  disclosed  in the  Registration  Statement or any
material change to such information in the Registration Statement;

      (c)  That,  for  the  purpose  of  determining  any  liability  under  the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
Registration  Statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof;

      (d) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering;

      (e) The Company hereby  undertakes  that, for purposes of determining  any
liability under the Securities  Act, each filing of the Company's  annual report
pursuant  to Section  13(a) or Section  15(d) of the  Exchange  Act (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section  15(d) of the  Exchange  Act) that is  incorporated  by reference in the
Registration  Statement  shall  be  deemed  to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; and

                                      II-4
(f)  Insofar  as  indemnification   for  liabilities   arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of  the  Company  pursuant  to  the  foregoing  provisions,  or  otherwise,  the
registrant  has  been  advised  that  in the  opinion  of the  Commission,  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid a director, officer or controlling person of the Company in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                      II-5
SIGNATURES

The Registrant.

      Pursuant to the  requirements  of the  Securities  Act of 1933, as amended
(the "Securities Act"), the registrant  certifies that it has reasonable grounds
to believe that it meets all of the  requirements for filing on Form S-8 and has
duly  caused  this  Registration  Statement  to be signed  on its  behalf by the
undersigned,  thereunto duly authorized, in the Township of Morris, State of New
Jersey, on the 26 day of October, 2001.

                                    GPU, INC.

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

                                POWER OF ATTORNEY

      Each director and/or officer of the Company whose signature  appears below
hereby  appoints T. G. Howson as his or her  attorney-in-fact  to sign in his or
her name and behalf, in any and all capacities stated below and to file with the
Commission any and all amendments,  including post-effective amendments, to this
Registration Statement.

      Pursuant to the  requirements  of the  Securities  Act, this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.

         Signature                      Title                      Date

/s/ F. D. Hafer             President and Chief Executive  October 26, 2001
------------------------
Fred D. Hafer               Officer and Director

/s/ J. M. Pietruski         Director                       October 26, 2001
-----------------------
John M. Pietruski

/s/ R. N. Pokewaldt         Director                       October 26, 2001
-----------------------
Robert N. Pokewaldt

/s/ C. A. Rein              Director                       October 26, 2001
------------------------
Catherine A. Rein

/s/ T. B. Hagen             Director                       October 26, 2001
------------------------
Thomas B. Hagen

/s/ B. S. Townsend          Director                       October 26, 2001
------------------------
Bryan S. Townsend

                                      II-6
/s/ K. L. Wolfe             Director                       October 26, 2001
------------------------
Kenneth L. Wolfe

/s/ C. A.H. Trost           Director                       October 26, 2001
------------------
Carlisle A.H. Trost

/s/ P. K. Woolf             Director                       October 26, 2001
------------------------
Patricia K. Woolf

                                      II-7
INDEX TO EXHIBITS
                                    GPU, INC.

 ---------------------------------------------------------------
      Exhibit
         No.                       Description
  --------------------------------------------------------------

                   GPU, Inc. Stock Option and Restricted Stock
         4         Plan for MYR Group Inc. Employees
  --------------------------------------------------------------

        5.1        Opinion of Thelen Reid & Priest LLP
  --------------------------------------------------------------

                   Opinion of Ryan, Russell, Ogden & Seltzer
        5.2        LLP
  --------------------------------------------------------------

                   Consent of Thelen Reid & Priest LLP
       23.1        (included in Exhibit 5.1)
  --------------------------------------------------------------

                   Consent of Ryan, Russell, Ogden & Seltzer
       23.2        LLP (included in Exhibit 5.2)
  --------------------------------------------------------------

       23.3        Consent of PriceWaterhouseCoopers LLP
  --------------------------------------------------------------

                   Power of Attorney (included on signature
                   page of this Registration Statement on Form
        24         S-8)
 ---------------------------------------------------------------