MONONGAHELA POWER CO /OH/
10-Q, 1997-11-13
ELECTRIC SERVICES
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<PAGE>

                          Page 1 of 14




                           FORM 10-Q



               SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D.C.  20549





           Quarterly Report under Section 13 or 15(d)
             of the Securities Exchange Act of 1934




For Quarter Ended September 30, 1997


Commission File Number 1-5164





                   MONONGAHELA POWER COMPANY
     (Exact name of registrant as specified in its charter)




           Ohio                                 13-5229392
(State of Incorporation)           (I.R.S. Employer Identification No.)



      1310 Fairmont Avenue, Fairmont, West Virginia  26554
                Telephone Number - 304-366-3000





   The registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months and (2) has been subject to such
filing requirements for the past 90 days.

   At November 13, 1997, 5,891,000 shares of the Common Stock
($50 par value) of the registrant were outstanding, all of which
are held by Allegheny Energy, Inc., the Company's parent.


                              - 2 -





                   MONONGAHELA POWER COMPANY

         Form 10-Q for Quarter Ended September 30, 1997



                             Index


                                                            Page
                                                             No.

PART I--FINANCIAL INFORMATION:

  Statement of income - Three and nine months ended
    September 30, 1997 and 1996                               3


  Balance sheet - September 30, 1997
    and December 31, 1996                                     4


  Statement of cash flows - Nine months ended
    September 30, 1997 and 1996                               5


  Notes to financial statements                              6-8


  Management's discussion and analysis of financial
    condition and results of operations                      9-13



PART II--OTHER INFORMATION                                    14

<PAGE>

                                                    - 3 -

                                         MONONGAHELA POWER COMPANY
                                            Statement of Income

<TABLE>
<CAPTION>


                                                  Three Months Ended          Nine Months Ended
                                                     September 30               September 30
                                                    1997         1996         1997          1996
                                                               (Thousands of Dollars)

    ELECTRIC OPERATING REVENUES:
       <S>                                       <C>          <C>          <C>           <C>
       Residential                               $  48,677    $  48,253    $ 148,640     $ 155,866
       Commercial                                   31,682       31,431       89,640        91,737
       Industrial                                   49,690       47,811      145,052       152,013
       Wholesale and other, including affiliates    22,593       20,655       67,825        66,893
       Bulk power transactions, net                  5,598        4,017       13,964        13,401
         Total Operating Revenues                  158,240      152,167      465,121       479,910


    OPERATING EXPENSES:
      Operation:
       Fuel                                         36,363       33,073      104,023       105,268
       Purchased power and exchanges, net           21,600       23,616       71,797        74,692
       Deferred power costs, net                        16       (2,729)      (8,867)        1,108
       Other                                        19,570       19,827       55,331        57,400
      Maintenance                                   15,060       18,136       50,869        56,017
      Restructuring charges                           -           2,087         -           15,931
      Depreciation                                  14,355       13,881       43,018        41,589
      Taxes other than income taxes                 10,039       10,223       30,088        30,682
      Federal and state income taxes                12,744        9,625       36,188        27,160
              Total Operating Expenses             129,747      127,739      382,447       409,847
              Operating Income                      28,493       24,428       82,674        70,063

    OTHER INCOME AND DEDUCTIONS:
      Allowance for other than borrowed funds
       used during construction                        181           97          470           185
      Other income, net                              4,097        1,808        7,450         5,118
              Total Other Income and Deductions      4,278        1,905        7,920         5,303

              Income Before Interest Charges        32,771       26,333       90,594        75,366

    INTEREST CHARGES:
      Interest on long-term debt                     8,958        9,122       27,199        27,533
      Other interest                                   572          405        1,767         1,427
      Allowance for borrowed funds used during
       construction                                   (216)        (111)        (559)         (212)

              Total Interest Charges                 9,314        9,416       28,407        28,748

    NET INCOME                                   $  23,457    $  16,917    $  62,187     $  46,618

</TABLE>



    See accompanying notes to financial statements.

<PAGE>


                                                 - 4 -

                                          MONONGAHELA POWER COMPANY
                                              Balance Sheet

<TABLE>
<CAPTION>



                                                               September 30,             December 31,
                                                                  1997                       1996
    ASSETS:                                                            (Thousands of Dollars)
      <S>                                                     <C>                       <C>
      Property, Plant, and Equipment:
         At original cost, including $44,368,000
           and $33,366,000 under construction                 $ 1,921,348               $  1,879,622
         Accumulated depreciation                                (830,777)                  (790,649)
                                                                1,090,571                  1,088,973
      Investments:
         Allegheny Generating Company - common stock at equity     53,818                     54,798
         Other                                                        292                        346
                                                                   54,110                     55,144
      Current Assets:
         Cash                                                         149                      2,290
         Accounts receivable:
            Electric service, net of $966,000 and $1,949,000
               uncollectible allowance                             65,268                     65,615
            Affiliated and other                                   14,280                     13,365
         Materials and supplies - at average cost:
            Operating and construction                             18,888                     19,785
            Fuel                                                   18,646                     16,694
         Prepaid taxes                                             19,229                     18,331
         Other                                                      3,702                     10,693
                                                                  140,162                    146,773
      Deferred Charges:
         Regulatory assets                                        165,282                    171,692
         Unamortized loss on reacquired debt                       14,568                     15,256
         Other                                                     15,445                      8,917
                                                                  195,295                    195,865

                Total Assets                                  $ 1,480,138               $  1,486,755

    CAPITALIZATION AND LIABILITIES:
      Capitalization:
         Common stock                                         $   294,550               $    294,550
         Other paid-in capital                                      2,441                      2,441
         Retained earnings                                        247,533                    215,221
                                                                  544,524                    512,212
         Preferred stock                                           74,000                     74,000
         Long-term debt and QUIDS                                 455,501                    474,841
                                                                1,074,025                  1,061,053
      Current Liabilities:
         Short-term debt                                           38,450                     31,139
         Long-term debt due within one year                        19,600                     15,500
         Accounts payable                                           1,044                     12,997
         Accounts payable to affiliates                            18,586                     10,170
         Taxes accrued:
            Federal and state income                                  668                      3,788
            Other                                                  19,106                     21,464
         Deferred power costs                                       3,587                     12,419
         Interest accrued                                          11,905                      8,234
         Restructuring liability                                    1,075                     13,997
         Other                                                      6,763                     13,613
                                                                  120,784                    143,321
      Deferred Credits and Other Liabilities:
         Unamortized investment credit                             18,834                     20,445
         Deferred income taxes                                    230,239                    225,841
         Regulatory liabilities                                    17,464                     18,554
         Other                                                     18,792                     17,541
                                                                  285,329                    282,381

                Total Capitalization and Liabilities          $ 1,480,138               $  1,486,755

</TABLE>




      See accompanying notes to financial statements

<PAGE>


                                                - 5 -


                                       MONONGAHELA POWER COMPANY
                                        Statement of Cash Flows

<TABLE>
<CAPTION>


                                                                          Nine Months Ended
                                                                             September 30
                                                                         1997             1996
                                                                         (Thousands of Dollars)

    CASH FLOWS FROM OPERATIONS:
         <S>                                                          <C>              <C>
         Net income                                                   $  62,187        $ 46,618
         Depreciation                                                    43,018          41,589
         Deferred investment credit and income taxes, net                13,626            (350)
         Deferred power costs, net                                       (8,867)          1,108
         Unconsolidated subsidiaries' dividends in excess of earnings     1,034           1,152
         Allowance for other than borrowed funds used
             during construction                                           (470)           (185)
         Restructuring liability                                        (12,922)         11,119
         Changes in certain current assets and
             liabilities:
             Accounts receivable, net                                      (568)         10,480
             Materials and supplies                                      (1,055)          3,572
             Other current assets/liabilities                            (6,550)         12,888
             Deferred charges                                            (4,179)          4,239
             Accounts payable                                            (3,537)         (7,848)
             Taxes accrued                                               (5,478)         (6,941)
             Interest accrued                                             3,671           3,420
         Other, net                                                         549           8,293
                                                                         80,459         129,154

    CASH FLOWS FROM INVESTING:
         Construction expenditures (less allowance for
            equity funds used during construction)                      (44,536)        (40,290)




    CASH FLOWS FROM FINANCING:
         Retirement of long-term debt                                   (15,500)        (18,500)
         Short-term debt, net                                             7,311         (21,169)
         Dividends on capital stock:
            Preferred stock                                              (3,778)         (3,778)
            Common stock                                                (26,097)        (37,032)
                                                                        (38,064)        (80,479)


    NET CHANGE IN CASH                                                   (2,141)          8,385
    Cash at January 1                                                     2,290             117
    Cash at September 30                                              $     149        $  8,502


    SUPPLEMENTAL CASH FLOW INFORMATION:
         Cash paid during the quarter for:
             Interest (net of amount capitalized)                       $27,949         $24,304
             Income taxes                                                24,218          22,854

</TABLE>




    See accompanying notes to financial statements.

<PAGE>

                              - 6 -
                                

                   MONONGAHELA POWER COMPANY

                 Notes to Financial Statements


1. The Company's Notes to Financial Statements in the Allegheny
   Power System companies' combined Annual Report on Form 10-K
   for the year ended December 31, 1996, should be read with the
   accompanying financial statements and the following notes.
   With the exception of the December 31, 1996, balance sheet in
   the aforementioned annual report on Form 10-K, the
   accompanying financial statements appearing on pages 3
   through 5 and these notes to financial statements are
   unaudited.  In the opinion of the Company, such financial
   statements together with these notes, contain all adjustments
   (which consist only of normal recurring adjustments)
   necessary to present fairly the Company's financial position
   as of September 30, 1997, the results of operations for the
   three and nine months ended September 30, 1997 and 1996, and
   cash flows for the nine months ended September 30, 1997 and
   1996.


2. The Statement of Income reflects the results of past
   operations and is not intended as any representation as to
   future results.  For purposes of the Balance Sheet and
   Statement of Cash Flows, temporary cash investments with
   original maturities of three months or less, generally in the
   form of commercial paper, certificates of deposit, and
   repurchase agreements, are considered to be the equivalent of
   cash.


3. The Company owns 27% of the common stock of Allegheny
   Generating Company (AGC), and affiliates of the Company own
   the remainder.  AGC owns an undivided 40% interest, 840 MW,
   in the 2,100-MW pumped-storage hydroelectric station in Bath
   County, Virginia, operated by the 60% owner, Virginia
   Electric and Power Company, a nonaffiliated utility.
   Following is a summary of income statement information for
   AGC:

                                  Three Months Ended    Nine Months Ended      
                                     September 30          September 30
                                   1997         1996     1997       1996      
                                             (Thousands of Dollars)      
                                                           
Electric operating revenues      $19,664      $20,825  $60,288    $62,757
                                                                 
Operation & maintenance expense      856        1,299    3,612      3,633
Depreciation                       4,284        4,290   12,852     12,870      
Taxes other than income taxes      1,185        1,174    3,581      3,582     
Federal income taxes               3,109        3,296    9,374     10,002
Interest charges                   3,888        4,081   11,765     12,490
Other income, net                 (9,054)          (l)  (9,055)        (4)    
    Net income                   $15,396      $ 6,686  $28,159    $20,184
                       

   The Company's share of the equity in earnings above was $4.2
   million and $1.8 million for the three months ended September
   30, 1997 and 1996, respectively, and $7.6 million and $5.4
   million for the nine months ended September 30, 1997 and
   1996, respectively, and was included in other income, net, on
   the Statement of Income.  The increases in other income,

<PAGE>

                              - 7 -
                                
   
   net, and the resulting increases in net income for the 1997
   periods was due to an interest refund on a tax-related
   contract settlement.


4. On April 7, 1997, Allegheny Power System, Inc. (Allegheny
   Power) and DQE, Inc. (DQE), parent company of Duquesne Light
   Company in Pittsburgh, Pennsylvania, announced that they have
   agreed to merge in a tax-free, stock-for-stock transaction.
   The combined company will be called Allegheny Energy, Inc.
   (Allegheny Energy).  It is expected that Allegheny Energy
   will continue to be operated as an integrated electric
   utility holding company and that the regulated electric
   utility companies will continue to exist as separate legal
   entities, including the Company and Duquesne Light Company.
   
   The merger is conditioned, among other things, upon the
   approval of each company's shareholders, the Pennsylvania
   Public Utility Commission (PUC), the Securities and Exchange
   Commission (SEC), the Federal Energy Regulatory Commission
   (FERC), the Nuclear Regulatory Commission (NRC), and the
   Department of Justice/Federal Trade Commission under the
   Hart, Scott, Rudino legislation.  Additionally, Allegheny
   Power has requested the Maryland Public Service Commission
   (PSC) to indicate its approval of the issuance of additional
   Allegheny Power stock to accomplish the transaction.  The
   companies have established a schedule to obtain all
   regulatory approvals by June 1, 1998.  On May 2, 1997,
   Allegheny Power filed a registration statement with the SEC
   on Form S-4 containing a joint proxy statement/prospectus
   with DQE concerning the merger and the transactions
   contemplated thereby.  In late June, the S-4 became effective
   allowing Allegheny Power and DQE to pursue shareholder
   approval for the proposed merger that would create Allegheny
   Energy.  Allegheny Power and DQE each held a separate
   shareholder meeting on August 7, 1997, at which the
   combination of the two companies was decisively approved by
   the shareholders of both companies.  At Allegheny Power's
   meeting, the shareholders also decisively approved the change
   in Allegheny Power's name to Allegheny Energy, Inc.
   (Allegheny Energy).
   
   On August 1, 1997, Allegheny Power and DQE jointly filed
   requests for merger approval with the PUC and FERC, DQE filed
   the necessary approval requests with the NRC, and Allegheny
   Power filed its request with the PSC for approval to issue
   Allegheny Power stock.  The PUC has established a schedule of
   proceedings which is expected to result in an approval order
   by the end of May 1998.  The FERC has not scheduled hearings.
   Absent such hearings, Allegheny Energy expects a FERC order
   on or before the end of May 1998.  The PSC instituted a
   proceeding against The Potomac Edison Company, the Company's
   Maryland public utility affiliate, to examine the effect of
   the merger on Maryland customers for which a final
   determination is expected by May 1, 1998.
   
   On September 16, 1997, Allegheny Power officially changed its
   name to Allegheny Energy, Inc. by filing the appropriate
   papers in Maryland.  Allegheny Energy began trading on the
   New York Stock Exchange under its new symbol, AYE, on October
   1, 1997.

<PAGE>

                              - 8 -
                                

   On September 29, 1997, the City of Pittsburgh filed an
   antitrust and conspiracy lawsuit in Federal District Court
   for the Western District of Pennsylvania against Allegheny
   Power, the Company's Pennsylvania affiliate, West Penn Power
   Company (West Penn), DQE, and Duquesne Light Company. The
   verified complaint alleges eight counts, two of which are
   claimed violations of the federal antitrust statutes and six
   are state law claims.  The relief sought includes a request
   that the proposed merger between Allegheny Power and DQE be
   stopped, and a request for unspecified monetary damages
   relating to alleged collusion by the two companies in their
   actions dealing with proposals to provide electric service to
   the city's redevelopment zones.  On October 27, 1997,
   Allegheny Power, West Penn, DQE, and Duquesne Light Company
   filed motions to dismiss the complaint.  While Allegheny
   Energy cannot predict the outcome of this action, it believes
   the suit is without merit.
   
   
5. On August 1, 1997, in combination with Allegheny Power's
   merger approval filing, the Company's Pennsylvania affiliate,
   West Penn, filed with the PUC a comprehensive stand-alone
   restructuring plan to implement full customer choice of
   electric generation suppliers as required by the Customer
   Choice Act.  The filing included an unbundling of West Penn's
   electric service rates into their generation, transmission
   and distribution components, a plan for eventual replacement
   of the existing Power Supply Agreement (PSA) under which the
   Company and its existing two utility affiliates, share
   capacity, energy, capacity reserves and transmission
   resources with a more efficient structure, and a plan for
   recovery of stranded costs through a Competitive Transition
   Charge (CTC).
   

6. Restructuring charges in the first nine months of 1996 ($9.5
   million, net of tax) include expenses associated with a
   reorganization, which is essentially complete.


7. For the most part, regulatory assets and liabilities are not
   included in rate base.  Income tax regulatory
   assets/(liabilities), net of $139 million at September 30,
   1997, are primarily related to investments in electric
   facilities and under a continuing regulated environment,
   would be recovered over a period of from 20 to 40 years.  The
   remaining recovery period for items other than income taxes,
   is from three to seven years.  See page 13 for information
   concerning a West Virginia Public Service Commission Task
   Force and an Ohio legislative committee created to study
   electric utility restructuring and competition.


8. The Company has spent considerable time and effort over the
   past several years on the issue of the year 2000 software
   compliance, and the effort is continuing.  Certain software
   has already been made year 2000 compliant by upgrades and
   replacement, and analysis is continuing on others, in
   accordance with a schedule planned to permit the Company to
   process information in the year 2000 and beyond without
   significant problems.  Expenditures for the software
   modifications and upgrades are not expected to have a
   material impact on the Company's results of operations or
   financial position.

<PAGE>


                              - 9 -


                   MONONGAHELA POWER COMPANY

   Management's Discussion and Analysis of Financial Condition                 
                    and Results of Operations


COMPARISON OF THIRD QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 1997
    WITH THIRD QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 1996


Review of Operations

NET INCOME

        Net income for the third quarter and first nine months of
1997 and 1996, and the after-tax restructuring charges included
in the 1996 periods are shown below.

                                           Net Income
                            Three Months Ended    Nine Months Ended
                               September 30         September 30
                             1997        1996      1997       1996
                                      (Millions of Dollars)     
                                                                               
Net Income as Reported      $23.5       $16.9     $62.2      $46.6
                                                            
Restructuring Charges         -           1.2       -          9.5
                                                            
Net Income Adjusted         $23.5       $18.1     $62.2      $56.1


        The increase in third quarter net income, before
restructuring charges, was primarily due to a 10% increase in
kilowatt-hour (kWh) sales to industrial customers, a reduction of
expenses achieved through restructuring efforts and other cost
controls, and an interest refund on a tax-related contract
settlement by the Company's 27% owned subsidiary, Allegheny
Generating Company (AGC), recorded in other income as increased
equity in earnings of AGC.  See Note 3 to the Financial
Statements for additional information.  KWh sales to residential
and commercial customers were also up slightly for the quarter.

        The increase in year-to-date net income, before
restructuring charges, resulted from a reduction of expenses
achieved through restructuring efforts and other cost controls,
and increased equity in earnings from AGC.  These increases were
offset by a 3% decrease in kWh sales to residential customers due
to mild first quarter winter weather (heating degree days 9%
below normal and 16% below the first quarter of 1996) and the
mild summer weather.  Commercial kWh sales were down .4% for the
first nine months of 1997.


SALES AND REVENUES

        Retail kWh sales in the third quarter to residential,
commercial, and industrial customers increased .4%, 1%, and 10%,
respectively, for a net increase of 5%.  In the first nine
months, kWh sales to residential and commercial customers
decreased 3% and .4%, respectively, while industrial

<PAGE>

                             - 10 -
                                

sales increased .5%, for a net decrease of 1%.  As discussed
above, residential kWh sales, which are more weather sensitive
than the commercial and industrial classes, decreased in the 
first nine months due to the mild weather.  Commercial kWh
sales also decreased in the first nine months primarily because
of the mild weather.  Industrial kWh sales increased for the 
third quarter due primarily to increased sales to the iron and
steel and chemical customer groups.  The year-to-date increase
in kWh sales to industrial customers was due primarily to 
increased sales to the lumber products customer groups.  The 
year-to-date decrease in industrial revenue was primarily due 
to a decrease in the fuel and energy cost component of 
industrial sales.

        The changes in revenues from sales to residential,
commercial, and industrial customers resulted from the following:

                                              Change from Prior Periods
                                              Quarter       Nine Months
                                                (Millions of Dollars)
                                                      
Fuel and energy cost adjustment clauses*        $ .4          $(12.1)
Increased (decreased) kWh sales                  2.0            (4.1)
Other                                             .2             (.1)
    Change in retail revenues                   $2.6          $(16.3)


  *Changes in revenues from fuel and energy cost adjustment
   clauses have little effect on net income.  Changes in the
   costs of fuel, purchased power, and certain other costs, and
   changes in revenues from sales to other utilities, including
   transmission services, have had little effect on net income
   because such changes have been passed on to customers by
   adjustment of customer bills through fuel and energy cost
   adjustment clauses.

        The increase in wholesale and other revenues for the
third quarter and first nine months of 1997 was due primarily to
an increase in sales of capacity and transmission services
provided to affiliated companies, offset in part by decreased
sales of energy and spinning reserve to affiliated companies.
All of the Company's wholesale customers have signed contracts to
remain as customers until December 1, 2000.

        Revenues from bulk power transactions consist of the
following items:

                                   Three Months Ended   Nine Months Ended
                                       September 30        September 30
                                     1997        1996     1997       1996
                                             (Millions of Dollars)
                                                            
Revenues:                                                        
  From transmission services         $2.4        $3.2    $ 7.6      $ 9.8
  From sales of Company generation    3.2          .8      6.4        3.6
    Total                            $5.6        $4.0    $14.0      $13.4


        Revenues from transmission services decreased primarily
due to reduced demand, primarily because of mild weather.  The
increases in sales of Company generation resulted primarily from

<PAGE>

                             - 11 -


increased sales to brokers and power marketers.  About 90% of the
aggregate benefits from bulk power transactions are passed on to 
retail customers through fuel and energy adjustment clauses
(described above) and have little effect on net income.


OPERATING EXPENSES

        Fuel expenses for the third quarter increased 10%
primarily due to an increase in kWh generated due to increased
bulk power sales from Company generation to brokers and power
marketers, increased sales to industrial customers, and higher
average fuel prices.  For the first nine months of 1997, fuel
expenses decreased 1% due to an overall decrease in kWh
generated.  Fuel expenses are primarily subject to deferred power
cost accounting procedures to match fuel and energy cost
adjustment clause revenues, with the result that changes in fuel
expenses have little effect on net income.

        "Purchased power and exchanges, net" represents power
purchases from and exchanges with nonaffiliated companies and
purchases from qualified facilities under the Public Utility
Regulatory Policies Act of 1978 (PURPA), capacity charges paid to
Allegheny Generating Company (AGC), an affiliate partially owned
by the Company, and other transactions with affiliates made
pursuant to a power supply agreement, whereby each company uses
the most economical generation available in the Allegheny Energy
System at any given time, and consists of the following items:

                                Three Months Ended    Nine Months Ended
                                   September 30         September 30
                                 1997        1996      1997        1996
                                         (Millions of Dollars)
Nonaffiliated transactions:                                          
  Purchased power:                                           
    From PURPA generation*      $15.4       $16.6    $51.3        $50.7
    Other                         2.4         2.0      6.2          7.8
  Power exchanges, net            (.6)        -         .1           .9
Affiliated transactions:                                     
  AGC capacity charges            4.3         5.0     14.0         15.3
  Energy and spinning reserve                                        
    charges                        .1         -         .2          -
      Purchased power and                                    
        exchanges, net          $21.6       $23.6    $71.8        $74.7
                                                             
*PURPA cost per kWh             $.050       $.053    $.053        $.053
 

        Other purchased power decreased in the nine months ended
September 30, 1997 because of decreased demand due to decreased
sales to retail customers.  The cost of power purchased,
including power from PURPA generation and affiliated
transactions, is mostly recovered from customers currently
through the regular fuel and energy cost recovery procedures
followed by the Company's regulatory commissions, and is
primarily subject to deferred power cost accounting procedures
with the result that changes in such costs have little effect on
net income.

        The decreases in other operation expense for the three
and nine months ended September 1997 resulted primarily from
decreases in salaries and wages and employee benefit costs
achieved through restructuring efforts.

<PAGE>

                             - 12 -
                                

        Maintenance expenses represent costs incurred to maintain
the power stations, the transmission and distribution (T&D)
system, and general plant, and reflect routine maintenance of
equipment and rights-of-way as well as planned major repairs and
unplanned expenditures, primarily from forced outages at the
power stations and periodic storm damage on the T&D system.
Variations in maintenance expense result primarily from unplanned
events and planned major projects, which vary in timing and
magnitude depending upon the length of time equipment has been in
service without a major overhaul and the amount of work found
necessary when the equipment is dismantled.  Maintenance expenses
decreased $3.1 million and $5.1 million for the third quarter and
first nine months of 1997, respectively, due primarily to reduced
expenses achieved through restructuring efforts and other cost
controls.

        Restructuring charges in the third quarter and first nine
months of 1996 include expenses associated with a reorganization,
which is essentially complete.

        The increases in depreciation expense for the third
quarter and first nine months of 1997 resulted from additions to
electric plant.  Future depreciation expense increases are
expected to be less than historical increases because of reduced
levels of planned capital expenditures.

        The net increases in federal and state income taxes in
the three and nine-month periods resulted primarily from
increases in income before taxes.  The nine-month period increase
in income before taxes was primarily related to restructuring
charges recorded in 1996.

        The increases in other income, net, of $2.3 million for
the third quarter and first nine months of 1997, respectively,
were primarily due to an interest refund on a tax-related
contract settlement received by the Company's subsidiary,
Allegheny Generating Company.

        Other interest expense reflects changes in the levels of
short-term debt maintained by the Company throughout the year, as
well as the associated rates.


Financial Condition and Requirements

        The Company's discussion on Financial Condition and
Requirements and Competition in Core Business in the Allegheny
Power System companies' combined Annual Report on Form 10-K for
the year ended December 31, 1996, should be read with the
following information.

        In the normal course of business, the Company is subject
to various contingencies and uncertainties relating to its
operations and construction programs, including cost recovery in
the regulatory process, laws, regulations and uncertainties
related to environmental matters, legal actions, restructuring of
the electric utility industry, and, as described in Note 4 to the
Financial Statements, merger activities.

        The Company expects to use exchange-traded and over-the-
counter futures, options, and swap contracts both to hedge its
exposure to changes in electric power prices and for trading
purposes.  The risks to which the Company is exposed include
underlying price volatility, credit risk, and variations in cash
flows, among others.  The Company has implemented risk

<PAGE>

                             - 13 -
                                

management policies and procedures consistent with industry
practices and Company goals.

       The Company is working actively within its states to
advance customer choice.  However, the Company believes that
federal legislation is necessary to ensure that electric
restructuring is implemented consistently across state and
regional boundaries so that all electric customers have an equal
opportunity to benefit from competition and customer choice by a
date certain.  Federal legislation is also needed to remove
barriers to competition, including the Public Utility Holding
Company Act of 1935 (PUHCA) and the Public Utility Regulatory
Policies Act of 1978 (PURPA).

       The West Virginia Public Service Commission has created a
task force to study electric utility restructuring and
competition.  On October 15, the group issued a final report
addressing various issues of competition and customer choice.
The task force, which includes the Company as a member, will
continue to further discuss issues relevant to electric utility
competition.

       A House and Senate legislative committee in Ohio is
developing a report on electric utility restructuring and
competition.  The Public Utilities Commission of Ohio continues
roundtable discussion on universal service and stranded costs.

<PAGE>


                             - 14 -


                   MONONGAHELA POWER COMPANY

           Part II - Other Information to Form 10-Q
             for Quarter Ended September 30, 1997


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

    (a)  (27) Financial Data Schedule

    (b)  No reports on Form 8-K were filed on behalf of the
         Company for the quarter ended September 30, 1997.




                           Signature


         Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.


                                        MONONGAHELA POWER COMPANY



                                        /s/   THOMAS J. KLOC
                                              Thomas J. Kloc
                                                Controller
                                        (Chief Accounting Officer)



November 13, 1997



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<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               SEP-30-1997
<EXCHANGE-RATE>                                      1
<CASH>                                             149
<SECURITIES>                                         0
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                                0
                                     74,000
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<CGS>                                          273,153
<TOTAL-COSTS>                                  346,259
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<INCOME-PRETAX>                                 98,375
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<F1>All common stock is owned by parent, no EPS required.
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