EXHIBIT TO BE FILED BY EDGAR Exhibit: 1. Underwriting Agreement dated December 11, 1995 between GPU and Morgan Stanley & Co. Incorporated, Goldman, Sachs & Co. and Dean Witter Reynolds Inc., as representatives.

                             EXHIBIT TO BE FILED BY XXXXX


               Exhibit:

                         1.   Underwriting  Agreement  dated  December  11,
                              1995 between  GPU  and Xxxxxx  Xxxxxxx &  Co.
                              Incorporated, Xxxxxxx,  Sachs & Co.  and Xxxx
                              Xxxxxx Xxxxxxxx Inc., as representatives.