U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form U-6B-2
CERTIFICATE OF NOTIFICATION
Filed by registered holding company or subsidiary company
thereof pursuant to Rule 20(d) or 47 adopted under the
Public Utility Holding Company Act of 1935
Certificate is filed by: WEST PENN POWER COMPANY
This certificate is notice that the above-named company has
issued, renewed, or guaranteed the security or securities described herein
which issue, renewal, or guaranty was exempted from the provisions of Section
6(a) of the Act and was neither the subject of a declaration or application on
Form U-1 nor included within the exemption provided by Rule 48.
1. Type of the security or securities * ("draft", "promissory note").
Common Stock
2. Issue, renewal, or guaranty. (Indicate nature of transaction by a
check.)
Issue
3. Principal amount of each security.
$40,000,000 Common Stock
4. Rate of interest per annum of each security.
Not Applicable
5. Date of issue, renewal or guaranty of each security.
October 3, 1994
6. If renewal of security, give date of original issue.
Not Applicable
7. Date of maturity of each security. (In the case of demand notes,
indicate "on demand.")
Not Applicable
______________________________________
* If reporting for more than one security, each security may be identified
by symbol which symbol should be used for each subsequent item. If more
convenient, information may be supplied by tabular statement using the
serial arrangement of this form.
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8. Name of the person to whom each security was issued, renewed, or
guaranteed.
Allegheny Power System, Inc.
9. Collateral given with each security, if any.
None
10. Consideration received for each security.
2,000,000 shares, without nominal or par value, issued for
$40,000,000 in cash
11. Application of proceeds of each security.
Financing current operations of the Company
12. Indicate by a check after the applicable statement below whether the
issue, renewal, or guaranty of each security was exempt from the
provisions of Section 6(a) because of:
a. the provisions contained in the first sentence of Section 6(b).
_______________________________
b. the provisions contained in the fourth sentence of Section 6(b).
_______________________________
c. the provisions contained in any rule of the Commission other than
Rule 48. ______X_______________________
(If reporting for more than one security, insert the identifying
symbol after the applicable statement).
13. If the security or securities were exempt from the provisions of Section
6(a) by virtue of the first sentence of Section 6(b), give the figures
which indicate that the security or securities aggregate (together with
all other then outstanding notes and drafts of a maturity of nine months
or less, exclusive of days of grace, as to which such company is
primarily or secondarily liable) not more than 5 per centum of the
principal amount and par value** of the other securities of such company
then outstanding. (Demand notes, regardless of how long they may have
been outstanding, shall be considered as maturing in not more than nine
months for purposes of the exemption from Section 6(a) of the Act
granted by the first sentence of Section 6(b).)
Not Applicable
_____________________________________
** If a security had no principal amount or par value, use the fair market
value as of the date of issue of such security and indicate how
determined.
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14. If the security or securities are exempt from the provisions of Section
6(a) because of the fourth sentence of Section 6(b), name the security
outstanding on January 1, 1935, pursuant to the terms of which the
security or securities herein described have been issued.
Not Applicable
15. If the security or securities are exempt from the provisions of Section
6(a) because of any rule of the Commission other than Rule 48, designate
the rule under which exemption is claimed.
Rule 52
WEST PENN POWER COMPANY
(Name of Company)
Date: October 4, 1994 By: K. D. MOWL Treasurer
(Name) K. D. Mowl (Title)
