ALLEGHENY POWER SYSTEM INC
POS AMC, 1994-07-12
ELECTRIC SERVICES
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                                                              File No. 70-7956


                      SECURITIES AND EXCHANGE COMMISSION

                             Washington, DC  20549


                        POST-EFFECTIVE AMENDMENT NO. 4

                                      TO

                          APPLICATION OR DECLARATION

                                      ON

                                   FORM U-1

                                     UNDER

                THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935


            Monongahela Power Company           The Potomac Edison Company
            1310 Fairmont Avenue                10435 Downsville Pike
            Fairmont, WV  26554                 Hagerstown, MD  21740

                              West Penn Power Company
                              800 Cabin Hill Drive
                              Greensburg, PA  15601


                                                                              
            (Name of company or companies filing this statement and 
             addresses of principal executive offices)


                         Allegheny Power System, Inc.


                                                                              
            (Name of top registered holding company parent of each 
             applicant or declarant)


                              Nancy H. Gormley, Esquire
                              Vice President
                              Allegheny Power System, Inc.
                              12 East 49th Street
                              New York, NY  10017


                                                                              
            (Name and address of agent for service)
<PAGE>

            The Applicants hereby amend their Application or Declaration on
Form U-1 as follows:

            1.    Applicants hereby add the following to the end of Item 1.
Description of Proposed Transactions:

            The third stage of the proposed transactions involves three tax-
exempt financings in the aggregate amount of $35,295,000 by the County
Commission of Harrison County, West Virginia (the Commission) for Monongahela
Power Company (Monongahela), The Potomac Edison Company (Potomac Edison), and
West Penn Power Company (West Penn) (collectively, the APS Companies), wholly-
owned subsidiaries of Allegheny Power System, Inc., a registered public
utility holding company, of certain sludge processing, handling and disposal
facilities, waste water treatment facilities and associated land, interests in
land and equipment (hereinafter referred to as the Facilities) which are part
of a project involving the installation of a flue-gas desulfurization system
at the Harrison Power Station (Harrison) located in Harrison County, West
Virginia.  The tax-exempt financings will be effected through the issuance by
the APS Companies of secured solid waste disposal notes to support the
issuance of solid waste disposal revenue bonds by the Commission.

            In an Order dated April 23, 1992 (HCAR No. 25522), the Securities
and Exchange Commission (SEC) approved the APS Companies' Application or
Declaration on Form U-1 concerning the tax-exempt financing of the Facilities
up to an aggregate of $180 million.  In its Order, the SEC also approved the
issuance by the APS Companies of $20 million of secured solid waste disposal
notes to support the issuance of $20 million of solid waste disposal bonds by
<PAGE>
the Commission.  The SEC reserved jurisdiction over the remaining $160 million
in tax-exempt financing.  In an Order dated May 18, 1993 (HCAR 25813), the SEC
approved the issuance by the APS Companies of $42,708,000 of secured solid
waste disposal notes to support the issuance of $42,708,000 of solid waste
disposal bonds by the Commission.  The SEC reserved jurisdiction over the
remaining $117,292,000 of notes.

            For 1994, the West Virginia Economic Development Authority
(Authority) has allocated up to $35,295,000 of tax-exempt solid waste disposal
bonds (Bonds) to finance the Facilities, which amount includes $295,000 which
was allocated to Harrison County at the end of 1993 and was carried over to
1994.  Pursuant to the terms of the Authority's notice, the Commission must
issue and sell the approved $35,295,000 in Bonds no later than October 13,
1994.  Harrison is jointly owned by the APS Companies with the following
undivided interests:  West Penn - 42.24%; Potomac Edison - 32.76%; and
Monongahela - 25%.  The cost of the Facilities will be divided among the APS
Companies in accordance with each APS Company's percentage ownership of
Harrison.  It is expected that the principal amount of each series of Bonds to
be issued by the Commission at this time will not exceed $8,825,000 in respect
of Monongahela, $11,560,000 in respect of Potomac Edison and $14,910,000 in
respect of West Penn, each of such series to be issued at an interest rate 
not to exceed 8.0%.

            The Bonds in respect of each Company will be issued under a
supplement to a separate trust indenture with a corporate trustee, approved by
that Company, and shall be sold in one or more series, at such times (within
the time period or periods specified by the Authority), in such principal
<PAGE>
amounts, at such interest rates, for such prices, and with such other terms as
shall be approved by that Company.

            Each Company's non-negotiable secured solid waste disposal note
will have terms corresponding to each series of Bonds in respect of principal
amount, interest rates, and redemption provisions.  The remaining terms of the
proposed transactions will be the same as those described in the initial
Application or Declaration on Form U-1 filed by the APS Companies.

            2.    By adding the following material to the end of Item 2. Fees,
Commission and Expenses:

            The following total estimated fees and expenses are expected to be
incurred by the APS Companies in connection with the issuance of three
separate Solid Waste Disposal Notes, Series C:

                                Notes-Series C
      Bond Counsel Fees and Expenses                  60,000
      Authority Counsel Fees                          15,000
      Price Waterhouse                                17,000
      Printing Expenses                               18,000
      Trustee's Fees                                  13,500
      Underwriter's Counsel Fees and Expenses         50,000
      Blue Sky Fees                                    3,000
      Rating Agency Fees                              75,000

        Total                                        251,500
<PAGE>
            Each of the APS Companies will bear a proportionate share of these
expenses consistent with such APS Company's ownership interest in the Harrison
Station.

            3.    Applicants hereby amend Item 6. Exhibits and Financial
Statements, by filing the following:

            (a)   Exhibits:
                  A-1(ii)                 Form of Solid Waste Disposal Notes
                                          (to be filed by amendment).

                  D-1(ii)                 Application to the Pennsylvania
                                          Public Utility Commission (to be
                                          filed by amendment).

                  D-2(ii)                 Order of the Pennsylvania Public
                                          Utility Commission (to be filed by
                                          amendment).

            (b)   Financial Statements as of March 31, 1994

                  1-A(ii)     Balance sheets of Monongahela per books and pro
                              forma.

                  2-A(ii)     Balance sheets of Potomac Edison per books and
                              pro forma.

                  3-A(ii)     Balance sheets of West Penn per books and pro
                              forma.

                  4-A(ii)     APS and subsidiaries consolidated balance sheet,
                              per books and pro forma.

                  1-B(ii)     Statements of income and retained earnings of
                              Monongahela per books and pro forma.

                  2-B(ii)     Statements of income and retained earnings of
                              Potomac Edison per books and pro forma.

                  3-B(ii)     Statements of income and retained earnings of
                              West Penn per books and pro forma.

                  4-B(ii)     APS and subsidiaries consolidated statements of
                              income and retained earnings, per books and pro
                              forma.
<PAGE>



                                   SIGNATURE


            Pursuant to the requirements of the Public Utility Holding Company
Act of 1935, each of the undersigned companies has duly caused this statement
to be signed on its behalf by the undersigned thereunto duly authorized on
July 12, 1994.
                                                MONONGAHELA POWER COMPANY
                                                THE POTOMAC EDISON COMPANY
                                                WEST PENN POWER COMPANY



                                                By     NANCY H. GORMLEY        
                                                       Nancy H. Gormley
                                                            Counsel

            
























U:\DUMP\HARRISON.94\POSTEFF4

<TABLE>
<CAPTION>

                                            CONTENTS


                                                                        Statement
                                                                           No.

    Balance sheets at March 31, 1994, and pro forma giving 
       effect as at that date to the adjustments set forth herein:
          <S>                                                            <C>
          Monongahela Power Company                                      1-A(ii)
          The Potomac Edison Company                                     2-A(ii)
          West Penn Power Company and Subsidiaries                       3-A(ii)
          Allegheny Power System, Inc. and Subsidiaries                  4-A(ii)


    Statements of income and retained earnings for twelve months
       ended March 31, 1994, and pro forma giving effect
       as at beginning of period to the adjustments set forth herein:
          Monongahela Power Company                                      1-B(ii)
          The Potomac Edison Company                                     2-B(ii)
          West Penn Power Company and Subsidiaries                       3-B(ii)
          Allegheny Power System, Inc. and Subsidiaries                  4-B(ii)
</TABLE>

    These financial statements have been prepared for Form U-1
    purposes and are unaudited.

    Reference is made to the Notes to Financial Statements in the 
    Allegheny Power System companies combined Annual Report on
    Form 10-K for the year ended December 31, 1993, and to the
    Form 10-Q's for the quarter ended March 31, 1994.


    The income statements do not reflect any additional income from
    investments which may be made with the proceeds from the
    transactions set forth in this application-declaration.
<PAGE>
<TABLE>
<CAPTION>
                                                             Statement 1-A(ii)

    MONONGAHELA POWER COMPANY

    BALANCE SHEET - MARCH 31, 1994 PER BOOKS
    AND PRO FORMA GIVING EFFECT AS AT THAT DATE
    TO THE ADJUSTMENTS SET FORTH HEREIN



                                                                      (Thousands)
                                                    Per Books        Adjustments*     Pro Forma
    Assets

    Property, plant, and equipment:
       <S>                                          <C>                  <C>          <C>
       At original cost                             1,699,464                         1,699,464
       Accumulated depreciation                      (675,442)                         (675,442)


    Investments and other assets:
       Allegheny Generating Company -
          common stock at equity                       61,215                            61,215
       Other                                              576                               576


    Current assets:
       Cash                                               123            8,560            8,683

       Accounts receivable:
          Electric service                             55,238                            55,238
          Affiliated and other                         14,246                            14,246
          Allowance for uncollectible accounts         (1,240)                           (1,240)
       Materials and supplies--at average cost:
          Operating and construction                   23,233                            23,233
          Fuel                                         19,674                            19,674
       Property taxes                                  12,833                            12,833
       Deferred power costs                             7,220                             7,220
       Other                                            3,398                             3,398


    Deferred charges:
       Regulatory assets                              164,492                           164,492
       Unamortized loss on reacquired debt             12,047                            12,047
       Other                                           16,284              265           16,549


              Total Assets                          1,413,361            8,825        1,422,186
</TABLE>


*Proposed sale by the Company of $8,825,000 principal amount of New Pollution 
 Control Revenue Bonds, less estimated issuance expenses.
<PAGE>
<TABLE>
<CAPTION>

                                                             Statement 1-A(ii)
                                                                (continued)
    MONONGAHELA POWER COMPANY

    BALANCE SHEET - MARCH 31, 1994 PER BOOKS
    AND PRO FORMA GIVING EFFECT AS AT THAT DATE
    TO THE ADJUSTMENTS SET FORTH HEREIN


                                                                          (Thousands)
                                                          Per Books      Adjustments*    Pro Forma

    Capitalization and Liabilities

    Capitalization:
      Common stock:
         Common stock - par value $50 per share,
            authorized 8,000,000 shares, outstanding
            5,891,000 shares (no change
            <S>                                             <C>              <C>            <C>
            since 4-1-93)                                   294,550                         294,550
         Other paid-in capital (no change
            since 4-1-93)                                     2,994                           2,994
         Retained earnings                                  188,462                         188,462

       Preferred stock:
         Cumulative preferred stock - par value
           $100 per share, authorized 1,500,000
           shares, outstanding 640,000 shares:
               Not subject to mandatory redemption           64,000                          64,000

       Long-term debt                                       461,170          8,825          469,995

    Current liabilities:
       Short-term debt                                       61,272                          61,272
       Accounts payable                                      24,298                          24,298
       Accounts payable to affiliates                         8,165                           8,165
       Taxes accrued:
           Federal and state income                          12,609                          12,609
           Other                                             14,992                          14,992
       Interest accrued                                      10,497                          10,497
       Other                                                 22,409                          22,409

    Deferred credits and other liabilities:
       Unamortized investment credit                         26,346                          26,346
       Deferred income taxes                                192,733                         192,733
       Regulatory liabilities                                19,080                          19,080
       Other                                                  9,784                           9,784

                    Total Capitalization and Liabilities  1,413,361          8,825        1,422,186
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                                             Statement 2-A(ii)

    THE POTOMAC EDISON COMPANY

    BALANCE SHEET - MARCH 31, 1994 PER BOOKS
    AND PRO FORMA GIVING EFFECT AS AT THAT DATE
    TO THE ADJUSTMENTS SET FORTH HEREIN



                                                                   (Thousands)
                                                  Per Books       Adjustments*        Pro Forma
    Assets

    Property, plant, and equipment:
       <S>                                        <C>                   <C>           <C>
       At original cost                           1,880,477                           1,880,477
       Accumulated depreciation                    (643,990)                           (643,990)


    Investments and other assets:
       Allegheny Generating Company -
          common stock at equity                     63,482                              63,482
       Other                                            811                                 811



    Current assets:
       Cash                                           3,249             11,213           14,462

       Accounts receivable:
          Electric service                           64,916                              64,916
          Affiliated and other                        6,524                               6,524
          Allowance for uncollectible accounts       (1,423)                             (1,423)
       Materials and supplies--at average cost:
          Operating and construction                 27,160                              27,160
          Fuel                                       17,883                              17,883
       Prepaid taxes                                 11,143                              11,143
       Other                                          4,757                               4,757

    Deferred charges:
       Regulatory assets                             79,445                              79,445
       Unamortized loss on reacquired debt            9,039                               9,039
       Other                                         28,178                347           28,525

              Total Assets                        1,551,651             11,560        1,563,211
</TABLE>


*Proposed sale by the Company of $11,560,000 principal amount of New Pollution 
 Control Revenue Bonds, less estimated issuance expenses.
<PAGE>

<TABLE>
<CAPTION>
                                                             Statement 2-A(ii)
                                                              (continued)
    THE POTOMAC EDISON COMPANY

    BALANCE SHEET - MARCH 31, 1994 PER BOOKS
    AND PRO FORMA GIVING EFFECT AS AT THAT DATE
    TO THE ADJUSTMENTS SET FORTH HEREIN

                                                                         (Thousands)
                                                         Per Books      Adjustments*   Pro Forma
    Capitalization and Liabilities

    Capitalization:
       Common stock:
         Common stock - no par value, authorized
            23,000,000 shares, outstanding
            22,385,000 shares (issued 2,500,000 
            <S>                                            <C>            <C>             <C>
            shares since 4-1-93)                           447,700                        447,700
         Other paid-in capital (no change
           since 4-1-93)                                     2,714                          2,714
         Retained earnings                                 189,787                        189,787

       Preferred stock:
         Cumulative preferred stock - par value
           $100 per share, authorized 5,400,046
           shares, outstanding 639,784 shares:
               Not subject to mandatory redemption          36,378                         36,378
               Subject to mandatory redemption              26,400                         26,400

       Long-term debt                                      519,245        11,560          530,805

    Current liabilities:
       Short-term debt                                      12,950                         12,950
       Long-term debt and preferred stock 
         due within one year                                 1,200                          1,200
       Accounts payable                                     36,596                         36,596
       Accounts payable to affiliates                       13,598                         13,598
       Taxes accrued:
          Federal and state income                          19,920                         19,920
          Other                                             14,402                         14,402
       Interest accrued                                     11,428                         11,428
       Other                                                25,611                         25,611

    Deferred credits and other liabilities:
       Unamortized investment credit                        29,741                         29,741
       Deferred income taxes                               135,835                        135,835
       Regulatory liabilities                               18,733                         18,733
       Other                                                 9,413                          9,413

             Total Capitalization and Liabilities        1,551,651        11,560        1,563,211
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                                             Statement 3-A(ii)

    WEST PENN POWER COMPANY AND SUBSIDIARIES

    CONSOLIDATED BALANCE SHEET - MARCH 31, 1994 PER BOOKS
    AND PRO FORMA GIVING EFFECT AS AT THAT DATE
    TO THE ADJUSTMENTS SET FORTH HEREIN



                                                                  (Thousands)
                                                  Per Books      Adjustments*    Pro Forma
    Assets

    Property, plant, and equipment:
       <S>                                        <C>               <C>           <C>
       At original cost                           2,833,061                       2,833,061
       Accumulated depreciation                    (975,357)                       (975,357)


    Investments and other assets:
       Allegheny Generating Company -
          common stock at equity                    102,025                         102,025
       Other                                          1,599                           1,599



    Current assets:
       Cash                                             397         14,463           14,860

       Accounts receivable:
          Electric service                          108,597                         108,597
          Affiliated and other                       21,527                          21,527
          Allowance for uncollectible accounts       (1,680)                         (1,680)
       Notes receivable from affiliates               3,700                           3,700
       Materials and supplies--at average cost:
          Operating and construction                 38,380                          38,380
          Fuel                                       31,378                          31,378
       Prepaid taxes                                 31,199                          31,199
       Other                                         11,602                          11,602

    Deferred charges:
       Regulatory assets                            332,073                         332,073
       Unamortized loss on reacquired debt           11,357                          11,357
       Other                                         27,932            447           28,379


              Total Assets                        2,577,790         14,910        2,592,700
</TABLE>

*Proposed sale by the Company of $14,910,000 principal amount of New Pollution 
 Control Revenue Bonds, less estimated issuance expenses.
<PAGE>
<TABLE>
<CAPTION>

                                                             Statement 3-A(ii)
                                                              (continued)

    WEST PENN POWER COMPANY AND SUBSIDIARIES

    CONSOLIDATED BALANCE SHEET - MARCH 31, 1994 PER BOOKS
    AND PRO FORMA GIVING EFFECT AS AT THAT DATE
    TO THE ADJUSTMENTS SET FORTH HEREIN

                                                                            (Thousands)
                                                          Per Books        Adjustments*    Pro Forma
    Capitalization and Liabilities

    Capitalization:
       Common stock:
         Common stock - no par value, authorized
            28,902,923 shares, outstanding
            22,361,586 shares (issued 5,000,000
            <S>                                              <C>              <C>             <C>
            shares since 4-1-93)                             425,994                          425,994
         Other paid-in capital (decrease of
           $145,000 since 4-1-93)                             55,687                           55,687
         Retained earnings                                   419,242                          419,242

       Preferred stock:
         Cumulative preferred stock - par value
           $100 per share, authorized 3,097,077
           shares, outstanding 1,497,077 shares:
               Not subject to mandatory redemption           149,708                          149,708

       Long-term debt                                        784,130          14,910          799,040

    Current liabilities:
       Accounts payable                                      105,689                          105,689
       Accounts payable to affiliates                          8,602                            8,602
       Taxes accrued:
          Federal and state income                            29,933                           29,933
          Other                                               11,329                           11,329
       Interest accrued                                       13,272                           13,272
       Other                                                  29,927                           29,927

    Deferred credits and other liabilities:
       Unamortized investment credit                          54,876                           54,876
       Deferred income taxes                                 432,504                          432,504
       Regulatory liabilities                                 40,793                           40,793
       Other                                                  16,104                           16,104

                    Total Capitalization and Liabilities   2,577,790          14,910        2,592,700
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

    ALLEGHENY POWER SYSTEM, INC. AND SUBSIDIARIES            Statement 4-A(ii)
    CONSOLIDATED BALANCE SHEET - MARCH 31, 1994
    PER BOOKS AND PRO FORMA GIVING EFFECT AS AT
    THAT DATE TO THE ADJUSTMENTS SET FORTH HEREIN

                                                                              (Thousands)
                                                          Per Books          Adjustments*       Pro Forma
    Assets

    Property, plant, and equipment:
       <S>                                               <C>                   <C>             <C>
       At original cost                                   7,238,334                             7,238,334
       Accumulated depreciation                          (2,422,280)                           (2,422,280)
                                                          4,816,054                             4,816,054

    Investments and other assets:
       Subsidiaries consolidated--excess of cost
          over book equity at acquisition                    15,077                                15,077
       Securities of associated company--at cost,
          which approximates equity                           1,250                                 1,250
       Other                                                 24,431                                24,431
                                                             40,758                                40,758
    Current assets:
       Cash                                                   4,269            34,236              38,505
       Accounts receivable:
          Electric service                                  228,750                               228,750
          Other                                               9,587                                 9,587
          Allowance for uncollectible accounts               (4,345)                               (4,345)
       Materials and supplies--at average cost:
          Operating and construction                         90,997                                90,997
          Fuel                                               68,935                                68,935
       Prepaid taxes                                         55,176                                55,176
       Deferred power costs                                   9,449                                 9,449
       Other                                                 16,433                                16,433
                                                            479,251            34,236             513,487
    Deferred charges:
       Regulatory assets                                    582,158                               582,158
       Unamortized loss on reacquired debt                   43,660                                43,660
       Other                                                 84,914             1,059              85,973
                                                            710,732             1,059             711,791

              Total Assets                                6,046,795            35,295           6,082,090

    Capitalization and Liabilities

    Capitalization:
       Common stock                                         147,547                               147,547
       Other paid-in capital                                939,424                               939,424
       Retained earnings                                    908,334                               908,334
                                                          1,995,305                             1,995,305
       Preferred stock:
         Not subject to mandatory redemption                250,086                               250,086
         Subject to mandatory redemption                     26,400                                26,400

       Long-term debt of subsidiaries                     2,035,685            35,295           2,070,980
                                                          4,307,476            35,295           4,342,771
    Current liabilities:
       Short-term debt                                      122,504                               122,504
       Long-term debt and preferred stock
          due within one year                                11,200                                11,200
       Accounts payable                                     177,562                               177,562
       Taxes accrued:
          Federal and state income                           63,969                                63,969
          Other                                              42,221                                42,221
       Interest accrued                                      36,685                                36,685
       Other                                                 89,529                                89,529
                                                            543,670                 0             543,670
    Deferred credits and other liabilities:
       Unamortized investment credit                        164,247                               164,247
       Deferred income taxes                                887,833                               887,833
       Regulatory liabilities                               107,475                               107,475
       Other                                                 36,094                                36,094
                                                          1,195,649                             1,195,649

                    Total Capitalization and Liabilities  6,046,795            35,295           6,082,090
</TABLE>
*Proposed sale by the subsidiaries of $35,295,000 principal amount of New 
 Pollution Control Revenue Bonds, less estimated issuance expenses.

<PAGE>
<TABLE>
<CAPTION>

                                                             Statement 1-B(ii)
    MONONGAHELA POWER COMPANY

    STATEMENT OF INCOME FOR TWELVE MONTHS ENDED MARCH 31, 1994
    PER BOOKS AND PRO FORMA GIVING EFFECT AS AT BEGINNING OF PERIOD
    TO THE ADJUSTMENTS SET FORTH HEREIN


                                                        (Thousands)
                                                       Per Books   Adjustments*    Pro Forma

    <S>                                                 <C>               <C>      <C>
    ELECTRIC OPERATING REVENUES                         664,212                    664,212

    OPERATING EXPENSES:
       Operation:
         Fuel                                           146,812                    146,812
         Purchased power and exchanges, net             166,120                    166,120
         Deferred power costs, net                          984                        984
         Other                                           67,292                     67,292
       Maintenance                                       69,012                     69,012
       Depreciation                                      56,793                     56,793
       Taxes other than income taxes                     36,168                     36,168
       Federal and state income taxes                    34,722           (248)     34,474
                  Total Operating Expenses              577,903           (248)    577,655
                  Operating Income                       86,309            248      86,557


    OTHER INCOME AND DEDUCTIONS:
       Allowance for other than borrowed funds
          used during construction                        2,925                      2,925
       Other income, net                                  7,147                      7,147
                 Total Other Income and Deductions       10,072                     10,072
                 Income Before Interest Charges          96,381            248      96,629


    INTEREST CHARGES:
       Interest on first mortgage bonds                  29,172                     29,172
       Interest on other long-term obligations            6,232            618       6,850
       Other interest                                     2,517                      2,517
       Allowance for borrowed funds used during 
          construction                                   (2,567)                    (2,567)
                Total Interest Charges                   35,354            618      35,972

    Net Income                                           61,027           (370)     60,657


     *Estimated interest requirements on the proposed sale of $8,825,000
          New Pollution Control Revenue Bonds - assumed interest rate of  7%           618
       Decrease in federal and state income taxes                                     (248)
                Decrease in Net Income                                                 370
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                                                          Statement 1-B(ii)
                                                           (continued)

    MONONGAHELA POWER COMPANY

    STATEMENT OF RETAINED EARNINGS
    FOR TWELVE MONTHS ENDED MARCH 31, 1994


                                                             (Thousands)


    <S>                                                            <C>
    Balance at April 1, 1993                                       182,791


    Add:

        Net income                                                  61,027
                                                                   243,818


    Deduct:

         Dividends on capital stock:
            Preferred stock                                          4,458
            Common stock                                            50,898
                 Total deductions                                   55,356


    Balance at March 31, 1994                                      188,462

</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                                                             Statement 2-B(ii)
    THE POTOMAC EDISON COMPANY

    STATEMENT OF INCOME FOR TWELVE MONTHS ENDED MARCH 31, 1994
    PER BOOKS AND PRO FORMA GIVING EFFECT AS AT BEGINNING OF PERIOD
    TO THE ADJUSTMENTS SET FORTH HEREIN



                                                      (Thousands)
                                                     Per Books     Adjustments*  Pro Forma

    <S>                                              <C>             <C>           <C>
    ELECTRIC OPERATING REVENUES                      743,304                       743,304

    OPERATING EXPENSES:
       Operation:
         Fuel                                        142,782                       142,782
         Purchased power and exchanges, net          224,864                       224,864
         Deferred power costs, net                   (10,414)                      (10,414)
         Other                                        76,350                        76,350
       Maintenance                                    64,210                        64,210
       Depreciation                                   57,251                        57,251
       Taxes other than income taxes                  47,376                        47,376
       Federal and state income taxes                 34,103         (299)          33,804
                  Total Operating Expenses           636,522         (299)         636,223
                  Operating Income                   106,782          299          107,081


    OTHER INCOME AND DEDUCTIONS:
       Allowance for other than borrowed funds
          used during construction                     4,485                         4,485
       Other income, net                               8,220                         8,220
                 Total Other Income and Deductions    12,705                        12,705
                 Income Before Interest Charges      119,487          299          119,786


    INTEREST CHARGES:
       Interest on first mortgage bonds               36,655                        36,655
       Interest on other long-term obligations         5,541          809            6,350
       Other interest                                  1,153                         1,153
       Allowance for borrowed funds used during 
          construction                                (2,835)                       (2,835)
                Total Interest Charges                40,514          809           41,323

    Net Income                                        78,973         (510)          78,463


     *Estimated interest requirements on the proposed sale of $11,560,000
         New Pollution Control Revenue Bonds - assumed interest rate of 7%             809
       Decrease in federal and state income taxes                                     (299)
                Decrease in Net Income                                                 510
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                                                        Statement 2-B(ii)
                                                         (continued)

    THE POTOMAC EDISON COMPANY

    STATEMENT OF RETAINED EARNINGS
    FOR TWELVE MONTHS ENDED MARCH 31, 1994


                                                           (Thousands)



    <S>                                                          <C>
    Balance at April 1, 1993                                     178,161


    Add:

        Net income                                                78,973
                                                                 257,134


    Deduct:

         Dividends on capital stock:
            Preferred stock                                        4,408
            Common stock                                          62,933
         Charges on redemption of preferred stock                      6
                 Total deductions                                 67,347


    Balance at March 31, 1994                                    189,787
</TABLE>

<TABLE>
<CAPTION>

                                                             Statement 3-B(ii)
    WEST PENN POWER COMPANY AND SUBSIDIARIES

    CONSOLIDATED STATEMENT OF INCOME FOR TWELVE MONTHS ENDED MARCH 31, 1994
    PER BOOKS AND PRO FORMA GIVING EFFECT AS AT BEGINNING OF PERIOD
    TO THE ADJUSTMENTS SET FORTH HEREIN


                                                      (Thousands)
                                                      Per Books       Adjustments*   Pro Forma

    <S>                                               <C>                 <C>         <C>
    ELECTRIC OPERATING REVENUES                       1,129,791                       1,129,791

    OPERATING EXPENSES:
       Operation:
         Fuel                                           257,932                         257,932
         Purchased power and exchanges, net             251,440                         251,440
         Deferred power costs, net                        4,775                           4,775
         Other                                          136,401                         136,401
       Maintenance                                      102,592                         102,592
       Depreciation                                      83,593                          83,593
       Taxes other than income taxes                     89,686                          89,686
       Federal and state income taxes                    55,669           (441)          55,228
                  Total Operating Expenses              982,088           (441)         981,647
                  Operating Income                      147,703            441          148,144


    OTHER INCOME AND DEDUCTIONS:
       Allowance for other than borrowed funds
          used during construction                        4,700                           4,700
       Other income, net                                 12,590                          12,590
                 Total Other Income and Deductions       17,290                          17,290
                 Income Before Interest Charges         164,993            441          165,434

   INTEREST CHARGES:
       Interest on first mortgage bonds                  44,945                          44,945
       Interest on other long-term obligations           12,636          1,044           13,680
       Other interest                                     1,954                           1,954
       Allowance for borrowed funds used during 
          construction                                   (2,983)                         (2,983)
                Total Interest Charges                   56,552          1,044           57,596

    Consolidated Net Income                             108,441           (603)         107,838

     *Estimated interest requirements on the proposed sale of $14,910,000
         New Pollution Control Revenue Bonds - assumed interest rate of 7%                1,044
       Decrease in federal and state income taxes                                          (441)
                Decrease in Consolidated Net Income                                         603

</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                             Statement 3-B(ii)
                                                              (continued)

    WEST PENN POWER COMPANY AND SUBSIDIARIES

    CONSOLIDATED STATEMENT OF RETAINED EARNINGS
    FOR TWELVE MONTHS ENDED MARCH 31, 1994


                                                      (Thousands)


    <S>                                                <C>
    Balance at April 1, 1993                           405,629


    Add:

        Consolidated net income                        108,441
                                                       514,070


    Deduct:

         Dividends on capital stock:
            Preferred stock                              8,188
            Common stock                                86,640
                 Total deductions                       94,828


    Balance at March 31, 1994                          419,242
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                            Statement 4-B(ii)
    ALLEGHENY POWER SYSTEM, INC. AND SUBSIDIARIES

    CONSOLIDATED STATEMENT OF INCOME FOR TWELVE MONTHS ENDED MARCH 31, 1994
    PER BOOKS AND PRO FORMA GIVING EFFECT AS AT BEGINNING OF PERIOD
    TO THE ADJUSTMENTS SET FORTH HEREIN

                                                (Thousands)
                                                Per Books      Adjustments*    Pro Forma

    <S>                                         <C>                <C>         <C>
    ELECTRIC OPERATING REVENUES                 2,421,180                      2,421,180

    OPERATING EXPENSES:
       Operation:
         Fuel                                     547,526                        547,526
         Purchased power and exchanges, net       456,711                        456,711
         Deferred power costs, net                 (4,655)                        (4,655)
         Other                                    263,718                        263,718
       Maintenance                                238,253                        238,253
       Depreciation                               214,699                        214,699
       Taxes other than income taxes              181,959                        181,959
       Federal and state income taxes             137,696          (988)         136,708
                  Total Operating Expenses      2,035,907          (988)       2,034,919
                  Operating Income                385,273           988          386,261

    OTHER INCOME AND DEDUCTIONS:
       Allowance for other than borrowed funds
          used during construction                 12,110                         12,110
       Other income, net                             (275)                          (275)
                 Total Other Income and Deducti    11,835                         11,835
                 Income Before Interest Charges and
                   Preferred Dividends            397,108           988          398,096

    INTEREST CHARGES AND PREFERRED DIVIDENDS:
       Interest on first mortgage bonds           110,772                        110,772
       Interest on other long-term obligations     43,426         2,471           45,897
       Other interest                               7,191                          7,191
       Allowance for borrowed funds used during 
          construction                             (8,385)                        (8,385)
       Dividends on preferred stock of subsidia    17,053                         17,053
                Total Interest Charges and
                    Preferred Dividends           170,057         2,471          172,528

    Consolidated Net Income                       227,051        (1,483)         225,568

     *Estimated interest requirements on proposed sale of $35,295,000 New Pollution Control
         Revenue Bonds - assumed interest rate of 7%                               2,471
       Decrease in federal and state income taxes                                   (988)
               Decrease in Consolidated Net Income                                 1,483

</TABLE>
<PAGE>


<TABLE>
<CAPTION>

                                                             Statement 4-B(ii)
                                                               (continued)

    ALLEGHENY POWER SYSTEM, INC. AND SUBSIDIARIES

    CONSOLIDATED STATEMENT OF RETAINED EARNINGS
    FOR TWELVE MONTHS ENDED MARCH 31, 1994


                                                          (Thousands)


    <S>                                                    <C>
    Balance at April 1, 1993                                 870,878


    Add:

        Consolidated net income                              227,051
                                                           1,097,929


    Deduct:

         Dividends on common stock of Allegheny
            Power System, Inc. (cash)                        189,589
         Charges on redemption of preferred stock                  6
                 Total Deductions                            189,595

    Balance at March 31, 1994                                908,334
</TABLE>




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