Exhibit 10-W

                             STOCK OPTION AGREEMENT

         THIS AGREEMENT made as of this ------------ day of --------------,
1999, by and between GPU, Inc. (the "Corporation") and  ------------------------
(the "Recipient"):

         WHEREAS, the Corporation maintains the 1990 Stock Plan for Employees of
GPU, Inc. and Subsidiaries (the "Plan") under which the Personnel,  Compensation
and  Nominating   Committee  of  the  Corporation's   Board  of  Directors  (the
"Committee")  may, among other things,  grant options to purchase  shares of the
Corporation's  common  stock  to  such  employees  of the  Corporation  and  its
Subsidiaries as the Committee may determine,  subject to such terms,  conditions
or restrictions as it may deem appropriate;

         WHEREAS, pursuant to the Plan, the Committee has granted a stock option
to the  Recipient  subject  to the  terms  and  conditions  set  forth  in  this
Agreement; and

         WHEREAS,  the  Plan  requires  that  the  grant  of a stock  option  be
evidenced by a written agreement between the Corporation and the Recipient which
contains such restrictions, terms and conditions as the Committee may require;

         NOW, THEREFORE, the parties hereto agree as follows:

         1.  Date of Grant.  This Agreement evidences the grant by the Committee
to the Recipient, on ------------------, 1999 (the "Date of Grant") of an option
(the "Option") to purchase  ---------- shares of common stock of the Corporation
("Shares").

         2.  Purchase Price.  The price at which any Shares may be purchased
pursuant to any exercise of this Option shall be $ ---------(1) per Share.

         3. Exercisability.  This Option shall become exercisable in three equal
annual installments, beginning on the first anniversary of the Date of Grant and
continuing  each year through the third  anniversary of the Date of Grant.  Each
annual  installment  shall  include a number of Shares  equal to  33-1/3% of the
total number of Shares specified in Section 1 above. As of any date, the portion
of this Option that is then exercisable,

----------------

(1)    Insert amount equal to 100% of per share closing price of GPU shares on
the Date of Grant.




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and the portion of this Option that is not yet  exercisable as of such date, are
referred  to  herein,  respectively,  as  the  "Exercisable  Portion",  and  the
"Non-Exercisable Portion", of this Option.

         4. Option Term.  The term of this Option  ("Option  Term") shall be the
period  beginning  on the  Date of Grant  and  ending  on the  10th  anniversary
thereof.  Subject  to the  provisions  of  Sections  5, 8 and 11 hereof  and the
applicable  provisions  of the Plan,  this Option may be  exercised  at any time
during the Option Term to purchase any part or all of the Shares included in the
Exercisable  Portion  of the  Option  at the  time of  exercise.  Unless  sooner
terminated, cancelled or forfeited pursuant to Section 5, 8 or 11 hereof and the
applicable  provisions of the Plan, this Option shall expire at, and shall cease
to be exercisable after, the end of the Option Term.

         5. Exercise in the Event of Termination of Employment. In the event the
Recipient's   employment  with  the  Corporation  and  its  subsidiaries  should
terminate,  this  Option  may be  exercised  in  accordance  with the  following
provisions:

         (a) If the Recipient's  employment terminates as a result of death, the
Non-Exercisable  Portion  of this  Option at the date of the  Recipient's  death
shall become immediately and fully  exercisable,  and this Option (including the
portion  thereof that becomes  exercisable  upon the  Recipient's  death) may be
exercised by the Recipient's Beneficiary (as defined in Section 13 below) at any
time or from  time to time  during  the  Recipient's  Post-Termination  Exercise
Period (as defined in Section 5(f) below).

         (b) If the  Recipient's  employment  terminates  as a  result  of Total
Disability (as defined in the Plan), the Non-Exercisable  Portion of this Option
at  the  date  of  the  Recipient's   termination  of  employment  shall  become
immediately  and fully  exercisable,  and this  Option  (including  the  portion
thereof  that  becomes  exercisable  upon such  termination  of the  Recipient's
employment)  may be exercised by the Recipient at any time and from time to time
during the  Recipient's  Post-Termination  Exercise  Period.  If the Recipient's
employment  has  terminated  as a result of Total  Disability  and the Recipient
should  thereafter  die  before  the  end  of the  Recipient's  Post-Termination
Exercise  Period,  the  Exercisable  Portion  of this  Option at the date of the
Recipient's   death  shall  continue  to  be  exercisable  by  the   Recipient's
Beneficiary  at any time or from time to time after the date of the  Recipient's
death until the earlier of the second  anniversary  of such date of death or the
date on which the Option Term expires.

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         (c) If the  Recipient's  employment  terminates as a result of Eligible
Retirement  (as  defined in the Plan),  this  Option may be  exercised  (i) with
respect to the  Exercisable  Portion of the Option,  at any time or from time to
time  during  the  Recipient's  Post-Termination  Exercise  Period and (ii) with
respect to the  Non-Exercisable  Portion of the Option, at any time or from time
to time on or after the date or dates  during the  Recipient's  Post-Termination
Exercise  Period on which such portion of the Option  becomes  exercisable,  but
only during such  Period.  If the  Recipient  should die prior to the end of the
Recipient's  Post-Termination  Exercise Period, the Non-Exercisable  Portion, if
any,  of  this  Option  at  the  date  of the  Recipient's  death  shall  become
immediately  and fully  exercisable,  and this  Option  (including  the  portion
thereof that becomes exercisable upon the Recipient's death) may be exercised by
the  Recipient's  Beneficiary  at any  time or  from  time  to  time  after  the
Recipient's  death until the earlier of the second  anniversary  of such date of
death or the date on which the Option Term expires.

         (d) If the Recipient's  employment terminates for any reason other than
death,  Total  Disability or Eligible  Retirement,  this Option  (including  the
Exercisable  Portion of this  Option,  to the  extent it has not been  exercised
prior to the date of such  termination of the Recipient's  employment)  shall be
forfeited  and  cancelled  as of the  date  of the  Recipient's  termination  of
employment.

         (e)  Notwithstanding  the  foregoing,  the  Committee  may, in its sole
discretion,  determine  that any part or all of the  Non-Exercisable  Portion of
this Option at the date of the  Recipient's  termination of employment  (and any
part  or all  of the  Exercisable  Portion  at  such  date,  if the  Recipient's
employment  terminates  for any reason  other than death,  Total  Disability  or
Eligible Retirement) shall not be forfeited and cancelled,  and may be exercised
by the Recipient (or in the event of the  Recipient's  death by the  Recipient's
Beneficiary)  for such period after such date of  termination  of employment and
prior to the  expiration of the Option Term,  as the Committee  shall specify in
such determination.

         (f) For purposes of the foregoing,  the  Recipient's  "Post-Termination
Exercise  Period" shall mean the period beginning on the date of the Recipient's
termination of employment and ending (i) on the second anniversary of such date,
if the  Recipient's  employment  has  terminated as a result of the  Recipient's
death,  or (ii)  on the  first  anniversary  of such  date,  if the  Recipient's
employment has terminated as a result of Total Disability, or (iii) on the fifth
anniversary  of such date, if the  Recipient's  employment  has  terminated as a
result of Eligible Retirement.

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Notwithstanding the foregoing, the Recipient's  Post-Termination Exercise Period
shall end no later than the date on which the Option Term expires.

         (g) For purposes of this Agreement,  the Recipient's  employment  shall
not be treated as having  terminated  unless the Recipient is no longer employed
with the Corporation or any "subsidiary" as defined in the Plan.

         6. Manner of Exercise.  This Option may be exercised by delivery to the
Corporation of a written notice  specifying the number of Shares as to which the
Option is being  exercised,  accompanied  by  payment  in full of the  aggregate
purchase price for such Shares. The Option may be exercised only with respect to
a whole number of Shares,  and may not be  exercised,  at any single time, as to
less than 100  Shares  or, if less,  the total  number of Shares as to which the
Option is then  exercisable.  Any notice  hereunder to the Corporation  shall be
addressed  to it at its office at 300  Madison  Avenue,  Morristown,  New Jersey
07960, Attention: Senior Vice President - Corporate Affairs.

         7.  Manner  of  Payment.  Payment  of the  purchase  price  for  Shares
purchased  pursuant to any exercise of this Option may be made (a) in cash,  (b)
by delivery of certificates,  duly endorsed or accompanied by appropriate  stock
powers,  representing  Shares  previously  owned  by  the  Recipient  having  an
aggregate fair market value equal to the purchase price, or (c) by a combination
of payment in cash and delivery of certificates  for Shares,  as provided in (a)
and (b) above,  having a combined sum and value equal to the purchase price. For
purposes of the foregoing,  the fair market value of any Shares  included in the
payment of the purchase  price shall be determined on the basis of the per share
closing  price of the  Corporation's  common  stock as  reported on the New York
Stock  Exchange  Composite  Tape for the date of  exercise,  or if there were no
sales on such date,  for the next  preceding  day on which there were sales.  In
addition,  the  purchase  price may be paid in whole or in part by  delivering a
properly executed  exercise notice in a form approved by the Committee  together
with irrevocable instructions to a broker to promptly deliver to the Corporation
the applicable  amount of the proceeds from the sale or loan of securities.  The
purchase  price may also be paid in such other  form or manner as the  Committee
may from time to time approve.

         8.  Change in Control.   Notwithstanding any other provision herein to
the contrary, if a Change in Control (as defined in the Plan) occurs at any time
during the Option Term, this Option




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shall,  upon  the  occurrence  of the  Change  in  Control,  become  immediately
exercisable  as to all Shares that are then still  subject to this  Option.  The
Recipient  shall be provided an opportunity to exercise this Option at such time
prior to the time as of which the Change in Control  becomes  effective,  and in
accordance with such procedures, as the Committee shall determine.

         9.  Tax Status of Option.  This Option shall be treated as a
"non-qualified option", as defined in the Plan.

         10.  Nontransferability.  This Option shall be nontransferable and may
be  exercised   during  the   Recipient's   lifetime  only  by  the   Recipient.
Notwithstanding  the  foregoing,  the Recipient may transfer this Option (or any
portion thereof) by gift to a "Permitted  Transferee" as defined below,  subject
to the following:
                    (i)    such transfer shall be permitted only if the
         Recipient does not receive any consideration for the transfer;

                   (ii) such  transfer  shall not be effective  unless and until
         the Recipient has  furnished the Committee  with written  notice of the
         transfer and copies of all documents evidencing the transfer;

                  (iii) any portion of this Option  that is  transferred  by the
         Recipient to a Permitted  Transferee  may be exercised by the Permitted
         Transferee to the same extent as the Recipient would have been entitled
         to  exercise  it,  and  shall  remain  subject  to all of the terms and
         conditions  that would have  applied to this Option or portion  thereof
         under the  provisions  of this  Agreement and the Plan if the Recipient
         had not  transferred  the  Option or portion  thereof to the  Permitted
         Transferee;

                (iv) any  portion  of this  Option  that is  transferred  by the
         Recipient to a Permitted  Transferee may not be further  transferred by
         the Permitted  Transferee other than by will or the laws of descent and
         distribution.

For purposes of the foregoing, a Permitted Transferee shall mean (i) one or more
members of the Recipient's  Immediate  Family (as hereinafter  defined),  (ii) a
trust solely for the benefit of the Recipient  and/or one or more members of his
[her]  Immediate  Family,  or (iii) a partnership or limited  liability  company
whose only partners or members are the  Recipient  and/or one or more members of
his [her] Immediate Family. For this purpose, members

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of the Recipient's  "Immediate Family" shall include his [her] parents,  spouse,
children or  grandchildren  (including  adopted children and  grandchildren  and
step-children and step-grandchildren).

         11.  Other Terms and Conditions.  This Option is subject to the
following additional terms and conditions:

         (a) Notwithstanding  any other provisions herein to the contrary,  this
Option (including both the Exercisable Portion and the  Non-Exercisable  Portion
thereof)  may be  cancelled  by  the  Committee  at  any  time,  and  upon  such
cancellation  the  Recipient  shall cease to have any further  right to exercise
this Option, if the Committee  determines that the Recipient has been discharged
from employment with the Corporation or any of its subsidiaries for cause.

         (b) The  Recipient  shall  not have any  rights as a  shareholder  with
respect to any Shares that are  subject to this  Option  prior to the date as of
which such Shares are issued to the  Recipient  pursuant to his exercise of this
Option.

         (c) The  Recipient's  rights  under this Option shall be subject to all
applicable  provisions  of the Plan, as in effect from time to time at and after
the Date of Grant.

         12. Taxes.  The  Corporation or any of its  subsidiaries  may make such
provisions and take such steps as it may deem  necessary or appropriate  for the
withholding of all federal, state and local taxes required by law to be withheld
with respect to this Option and the exercise thereof including,  but not limited
to, (a)  deducting  the amount so required to be withheld  from any other amount
then or thereafter payable to the Recipient,  and/or (b) requiring the Recipient
or the Recipient's Permitted Transferee or Beneficiary to pay to the Corporation
or any of its  subsidiaries the amount so required to be withheld as a condition
of the issuance,  delivery,  distribution or release of any Shares. Such payment
shall be made in cash  unless,  and except to the extent that,  the  Corporation
permits such payment to be made in Shares.

         13.  Designation  of  Beneficiary.  The  Recipient  shall file with the
Committee a written  designation of one or more persons (the  "Beneficiary") who
shall be entitled to exercise this Option after the  Recipient's  death,  to the
extent such exercise is otherwise permitted  hereunder.  The Recipient may, from
time to time, revoke or change the Recipient's  Beneficiary  designation without
the consent of any previously designated Beneficiary by filing a new designation
with the Committee. The last such

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designation received by the Committee shall be controlling;  provided,  however,
that no designation,  or change or revocation thereof, shall be effective unless
received by the Committee prior to the Recipient's  death, and in no event shall
it be  effective  as of a date  prior  to such  receipt.  If at the  date of the
Recipient's  death there is no  designation  of a Beneficiary  in effect for the
Recipient  pursuant to the  provisions of this Section 13, or if no  Beneficiary
designated by the Recipient in accordance with the provisions hereof survives to
exercise this Option, the Recipient's estate shall be treated as the Recipient's
Beneficiary for all purposes.  Notwithstanding any other provision herein to the
contrary, if any portion of this Option is transferred to a Permitted Transferee
pursuant to Section 10, the Permitted  Transferee shall be treated, at all times
after such transfer, as the Recipient's  Beneficiary with respect to the portion
so transferred.

         14.  Governing Laws.  This Agreement shall be governed by the laws of
the  Commonwealth  of  Pennsylvania  applicable  to  contracts  made,  and to be
enforced, within the Commonwealth of Pennsylvania.

         15.  Binding Effect.  This Agreement shall be binding upon and inure to
the  benefit  of the  Corporation  and  its  successors  and  assigns,  and  the
Recipient, the Recipient's Beneficiary and the Recipient's estate.

         16.  Entire Agreement.  This Agreement contains the entire
understanding  of the parties  and shall not be  modified  or amended  except in
writing and duly signed by each of the parties hereto.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement, as
of the date set forth above.

                                      GPU, INC.


                                       By: --------------------------------
                                          Fred D. Hafer
                                          Chairman, President and Chief
                                          Executive Officer


                                          ----------------------------------
                                          [Print Name of Recipient]







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