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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: MONONGAHELA 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").
Unsecured Medium-Term Notes
2. Issue, renewal, or guaranty. (Indicate nature of
transaction by a check.)
Issue
3. Principal amount of each security.
$15,000,000
4. Rate of interest per annum of each security.
5.56%
5. Date of issue, renewal or guaranty of each security.
September 30, 1998
6. If renewal of security, give date of original issue.
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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7. Date of maturity of each security. (In the case of demand
notes, indicate "on demand.")
September 30, 2003
8. Name of the person to whom each security was issued,
renewed, or guaranteed.
Goldman Sachs
9. Collateral given with each security, if any.
None
10. Consideration received for each security.
$14,925,000 (99.50%)
11. Application of proceeds of each security.
The net proceeds from the medium-term notes will
be used to pay down
existing short-term borrowings.
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
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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
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
MONONGAHELA POWER COMPANY
(Name of Company)
Date: September 29, 1998 By: /s/ N. L. Campbell
N. L. Campbell, Treasurer
(Name) (Title)
_____________________________________
** 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.
