File No. 70-9567
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
TO
FORM U-1
APPLICATION/DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
_________________________________
Name of company filing this statement and address of
principal executive offices
Monongahela Power Company
(d/b/a Allegheny Power)
1310 Fairmont Avenue
Fairmont, West Virginia 26554
__________________________________
Name of top registered holding company
Allegheny Energy, Inc.
10435 Downsville Pike
Hagerstown, Maryland 21740
Names and addresses of agents for service
The Commission is requested to send copies of all notices,
orders
and communications in connection with this Application /
Declaration to:
Thomas K. Henderson, Esq.
Vice President and General Counsel
Allegheny Energy, Inc.
10435 Downsville Pike
Hagerstown, MD 21740
<PAGE>
Applicants hereby amend Item No. 6, Exhibits and Financial
Statements, by filing:
Exhibit F - Opinion of Counsel
SIGNATURE
Pursuant to the requirements of the Public Utility
Holding Company Act of 1935, the undersigned company has
duly caused this statement to be signed on its behalf by the
undersigned thereunto duly authorized.
MONONGAHELA POWER COMPANY
By /s/ THOMAS K. HENDERSON
Thomas K. Henderson
Vice President
Dated: December 17, 1999
EXHIBIT F
December 17, 1999
Securities and Exchange Commission
450 5th Street, NW
Washington, DC 20549
Gentlemen:
Referring to the Application or Declaration on Form U-1
previously filed by Monongahela Power Company ("Monongahela
Power") under the Public Utility Holding Company Act of
1935, as amended, in File No. 70-9567 in the matter of the
proposed acquisition of West Virginia Power and the
retention of West Virginia Gas' assets, all as described in
the Application or Declaration of which this Opinion is a
part, I have examined or caused to be examined such
documents and questions of law as I deemed necessary to
enable me to render this opinion. I understand that the
actions taken in connection with the proposed transactions
will be in accordance with the Application or Declaration;
that all amendments necessary to complete the above-
mentioned Application or Declaration will be filed with the
Commission; and that all other necessary corporate action by
the Board of Directors and officers of Monongahela Power in
connection with the described transactions has been or will
be taken prior thereto.
Based upon the foregoing, I am of the opinion that if
the said Application or Declaration is permitted to become
effective and the proposed transactions are consummated in
accordance therewith: (a) all required state laws applicable
to the proposed transaction will have been complied with;
and (b) the consummation of the proposed transactions will
not violate the legal rights of the holders of any of the
securities issued by Monongahela Power or by any associate
or affiliate company.
I consent to the use of this Opinion as part of the
Application or Declaration that has been filed by
Monongahela Power in File No. 70-9567.
Sincerely,
/s/ ANTHONY WILSON, ESQ.
Anthony Wilson, Esq.
Counsel for
MONONGAHELA POWER COMPANY
