<PAGE>
September 29, 1998
Via EDGAR
Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC 20549
Re: Monongahela Power Company
Registration Statement No. 333-31493
Dear Sirs:
On behalf of Monongahela Power Company (the "Company"),
enclosed herewith for filing pursuant to Rule 424(b)(2) of the
Securities Act of 1933, as amended (the "Act"), is one copy of
the Pricing Supplement, dated September 25, 1998, supplementing
the Basic Prospectus dated July 31, 1997 and the Prospectus
Supplement dated November 14, 1997, relating to the offering by
the Company of $15,000,000 of unsecured Medium Term Notes. The
copy of the Pricing Supplement has been marked in accordance with
Rule 424(e) under the Act.
Any questions with respect to this filing may be
addressed to the undersigned at (724) 838-6770.
Very truly yours,
/s/ Carol G. Russ
Carol G. Russ
cc: Catherine A.Fisher
(Securities and Exchange Commission)
Thomas K. Henderson
(Allegheny Energy, Inc.)
Edward F. Petrosky
Peter Carbone
(Brown & Wood)
Robert E. Buckholz
Adam Kupitz
(Sullivan & Cromwell)
<PAGE>
Pricing Supplement Dated September 25, 1998 Rule 424(b) (2)
(To Prospectus dated July 31, 1997, and File No. 333-31493
Prospectus Supplement dated November 14,1997)
MONONGAHELA POWER COMPANY
Medium-Term Notes - Fixed Rate
Principal Amount: $15,000,000 Interest Rate: 5.56%
Agents Discount or Commission: .50% Stated Maturity Date: 09/30/2003
Nets Proceeds to Issuer: $14,925,000 Original Issue Date: 09/30/1998
Interest Payment Date(s): March 1 and September 1
Redemption:
: X The Notes cannot be redeemed prior to the Stated Maturity Date.
: The Notes may be redeemed prior to the Stated Maturity Date.
Initial Redemption Date:
Initial Redemption Percentage: ______%
Annual Redemption Percentage Reduction: ____% until Redemption
Percentage is 100% of the Principal Amount.
Optional Repayment:
: X The Notes cannot be repaid prior to the Stated Maturity Date
: The Notes can be repaid prior to the Stated Maturity Date at the
option of the holder of the Notes.
Optional Repayment Date(s):
Repayment Price: ______ %
Currency:
Specified Currency: ____________US____________ (If other than
U.S. dollars, see attached)
Minimum Denominations: ________________ (Applicable only if
Specified Currency is other than U.S. dollars)
Original Issue Discount: : Yes : No X
Total Amount of OID: Yield to Maturity:
Initial Accrual Period: Issue Price: ____%
Form: X: Book-Entry : Certificated
Agent: Goldman Sachs
Agent acting in the capacity as indicated below:
X: Agent : Principal
If as principal:
: The Notes are being offered at varying prices related to
prevailing market prices at the time of resale.
: The Notes are being offered at a fixed initial public
offering price of % of Principal Amount.
If as Agent:
The Notes are being offered at a fixed initial public offering
price of 100% of Principal Amount.
Other Provisions:
Unsecured
