POTOMAC EDISON CO
U-12-IB, 1994-09-13
ELECTRIC SERVICES
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                           UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                       Washington, DC  20549

                 FORM U-12(I)-B (ANNUAL STATEMENT)


                        Calendar Year 1994
                        (ADVANCE STATEMENT)


   STATEMENT PURSUANT TO SECTION 12(i) OF PUBLIC UTILITY HOLDING
        COMPANY ACT OF 1935 BY A PERSON REGULARLY EMPLOYED 
           OR RETAINED BY A REGISTERED HOLDING COMPANY 
           OR A SUBSIDIARY THEREOF AND WHOSE EMPLOYMENT 
              CONTEMPLATES ONLY ROUTINE EXPENSES AS 
                      SPECIFIED IN RULE 71(b)


      (To be filed in DUPLICATE.  If acknowledgment is desired,
      file in triplicate)




1.    Name and business address of person filing statement:

            William L. Mann
            10802 Bower Avenue, Williamsport, MD 21795

2.    Names and business addresses of any persons through whom the
      undersigned proposes to act in matters included within the
      exemption provided by paragraph (b) of Rule 71:

            None

3.    Registered holding companies and subsidiary companies by
      which the undersigned is regularly employed or retained:

            The Potomac Edison Company, a subsidiary of Allegheny
            Power System, Inc., a registered holding company

4.    Position or relationship in which the undersigned is
      employed or retained by each of the companies named in  
      Item 3, and brief description of nature of services to be
      rendered in each such position or relationship:

            Manager, Northern Division






5.    (a)   Compensation received during the prior year and to be
            received during the calendar year by the undersigned
            or others, directly or indirectly, for services
            rendered by the undersigned, from each of the
            companies designated in Item 3. (Use column (a) as
            supplementary statement only.)  (Amounts given
            constitute compensation for all services to be
            rendered in above capacity, including any service
            under Section 12(i).)

                     SALARY OR OTHER COMPENSATIONS
                  received during   to be     Person or Company
                     prior year     received  from whom received
Name of Recipient       (a)         (b)       or to be received

William L. Mann      $    -      $ 79,548     The Potomac
                                                Edison Co.

      (b)   Basis for compensation if other than salary.

6.    (To be answered in supplementary statement only.  See
      instructions.)  Expenses incurred by the undersigned or any
      person named in Item 2, above, during the calendar year in
      connection with the activities described in Item 4, above,
      and the source or sources of reimbursement for same.

      (a)   Total amount of routine expenses charged to client:

      (b)   Itemized list of all other expenses:





Dated:      August 31, 1994         W. L. MANN
                                    W. L. Mann
                                    (Signed)
<PAGE>
                           UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                       Washington, DC  20549

                 FORM U-12(I)-B (ANNUAL STATEMENT)


                        Calendar Year 1994
                     (SUPPLEMENTAL STATEMENT)




   STATEMENT PURSUANT TO SECTION 12(i) OF PUBLIC UTILITY HOLDING
        COMPANY ACT OF 1935 BY A PERSON REGULARLY EMPLOYED 
           OR RETAINED BY A REGISTERED HOLDING COMPANY 
           OR A SUBSIDIARY THEREOF AND WHOSE EMPLOYMENT 
              CONTEMPLATES ONLY ROUTINE EXPENSES AS 
                      SPECIFIED IN RULE 71(b)


      (To be filed in DUPLICATE.  If acknowledgment is desired,
      file in triplicate)


1.    Name and business address of person filing statement:

            Susan T. Tuckwell
            10435 Downsville Pike, Hagerstown, MD 21740-1766

2.    Names and business addresses of any persons through whom the
      undersigned acted in matters included within the exemption
      provided by paragraph (b) of Rule 71:

            None

3.    Registered holding companies and subsidiary companies by
      which the undersigned was regularly employed or retained:

            The Potomac Edison Company, a subsidiary of Allegheny
            Power System, Inc., a registered holding company

4.    Position or relationship in which the undersigned was
      employed or retained by each of the companies named in  
      Item 3, and brief description of nature of services rendered
      in each such position or relationship:

            Director, Customer Relations







5.    (a)   Compensation received during the year by the
            undersigned or others, directly or indirectly, for
            services rendered by the undersigned, from each of the
            companies designated in Item 3. (Use column (a) as
            supplementary statement only.)  (Amounts given
            constitute compensation for all services to be
            rendered in above capacity, including any service
            under Section 12(i).)

                     SALARY OR OTHER COMPENSATIONS

                  received during  to be      Person or Company
                    year 1994     received    from whom received
Name of Recipient       (a)         (b)       or to be received

Susan T. Tuckwell    $ 69,335     $   -       The Potomac 
                                                Edison Co.

      (b)   Basis for compensation if other than salary.

6.    (To be answered in supplementary statement only.  See
      instructions.)  Expenses incurred by the undersigned or any
      person named in Item 2, above, during the calendar year in
      connection with the activities described in Item 4, above,
      and the source or sources of reimbursement for same.
      None in connection with any services under Sec. 12(i).

      (a)   Total amount of routine expenses charged to client:



      (b)   Itemized list of all other expenses:



Dated:      August 31, 1994         D. F. ZIMMERMAN, Secretary
                                    D. F. Zimmerman
                                    THE POTOMAC EDISON COMPANY
                                          (Signed)
<PAGE>
                           UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                       Washington, DC  20549

                 FORM U-12(I)-B (ANNUAL STATEMENT)


                        Calendar Year 1994
                     (SUPPLEMENTAL STATEMENT)




   STATEMENT PURSUANT TO SECTION 12(i) OF PUBLIC UTILITY HOLDING
        COMPANY ACT OF 1935 BY A PERSON REGULARLY EMPLOYED 
           OR RETAINED BY A REGISTERED HOLDING COMPANY 
           OR A SUBSIDIARY THEREOF AND WHOSE EMPLOYMENT 
              CONTEMPLATES ONLY ROUTINE EXPENSES AS 
                      SPECIFIED IN RULE 71(b)



      (To be filed in DUPLICATE.  If acknowledgment is desired,
      file in triplicate)


1.    Name and business address of person filing statement:

            Paul M. Usary
            10435 Downsville Pike, Hagerstown, MD 21740-1766


2.    Names and business addresses of any persons through whom the
      undersigned acted in matters included within the exemption
      provided by paragraph (b) of Rule 71:

            None

3.    Registered holding companies and subsidiary companies by
      which the undersigned was regularly employed or retained:

            The Potomac Edison Company, a subsidiary of Allegheny
            Power System, Inc., a registered holding company

4.    Position or relationship in which the undersigned was
      employed or retained by each of the companies named in  
      Item 3, and brief description of nature of services rendered
      in each such position or relationship:

            Director, Personnel




5.    (a)   Compensation received during the year by the
            undersigned or others, directly or indirectly, for
            services rendered by the undersigned, from each of the
            companies designated in Item 3. (Use column (a) as
            supplementary statement only.)  (Amounts given
            constitute compensation for all services to be
            rendered in above capacity, including any service
            under Section 12(i).)

                     SALARY OR OTHER COMPENSATIONS

                  received during   to be   Person or Company
                    year 1994     received  from whom received
Name of Recipient       (a)         (b)     or to be received

Paul M. Usary        $ 73,417.79   $   -    The Potomac 
                                              Edison Co.

      (b)   Basis for compensation if other than salary.

6.    (To be answered in supplementary statement only.  See
      instructions.)  Expenses incurred by the undersigned or any
      person named in Item 2, above, during the calendar year in
      connection with the activities described in Item 4, above,
      and the source or sources of reimbursement for same.
      None in connection with any services under Sec. 12(i).

      (a)   Total amount of routine expenses charged to client:



      (b)   Itemized list of all other expenses:





Dated:  August 31, 1994             D. F. ZIMMERMAN, Secretary
                                    D. F. Zimmerman
                                    THE POTOMAC EDISON COMPANY
                                      (Signed)
<PAGE>
                           UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                       Washington, DC  20549

                 FORM U-12(I)-B (ANNUAL STATEMENT)

                        Calendar Year 1994
                     (SUPPLEMENTAL STATEMENT)




   STATEMENT PURSUANT TO SECTION 12(i) OF PUBLIC UTILITY HOLDING
        COMPANY ACT OF 1935 BY A PERSON REGULARLY EMPLOYED 
           OR RETAINED BY A REGISTERED HOLDING COMPANY 
           OR A SUBSIDIARY THEREOF AND WHOSE EMPLOYMENT 
              CONTEMPLATES ONLY ROUTINE EXPENSES AS 
                      SPECIFIED IN RULE 71(b)


      (To be filed in DUPLICATE.  If acknowledgment is desired,
      file in triplicate)


1.    Name and business address of person filing statement:

            Alan J. Noia
            10435 Downsville Pike, Hagerstown, MD 21740-1766


2.    Names and business addresses of any persons through whom the
      undersigned acted in matters included within the exemption
      provided by paragraph (b) of Rule 71:

            None


3.    Registered holding companies and subsidiary companies by
      which the undersigned was regularly employed or retained:

            The Potomac Edison Company, a subsidiary of Allegheny
            Power System, Inc., a registered holding company


4.    Position or relationship in which the undersigned was
      employed or retained by each of the companies named in  
      Item 3, and brief description of nature of services rendered
      in each such position or relationship:

            President




5.    (a)   Compensation received during the year by the
            undersigned or others, directly or indirectly, for
            services rendered by the undersigned, from each of the
            companies designated in Item 3. (Use column (a) as
            supplementary statement only.)  (Amounts given
            constitute compensation for all services to be
            rendered in above capacity, including any service
            under Section (12i).)

                     SALARY OR OTHER COMPENSATIONS
                  received during   to be       Person or Company
                    year 1994       received    from whom received
Name of Recipient       (a)           (b)       or to be received

Alan J. Noia         $148,739.98    $   -       The Potomac
                                                  Edison Co.
                                          
      (b)   Basis for compensation if other than salary.

6.    (To be answered in supplementary statement only.  See
      instructions.)  Expenses incurred by the undersigned or any
      person named in Item 2, above, during the calendar year in
      connection with the activities described in Item 4, above,
      and the source or sources of reimbursement for same.
      None in connection with any services under Sec. 12(i).

      (a)   Total amount of routine expenses charged to client:


      (b)   Itemized list of all other expenses:




Dated:      August 31, 1994         D. F. ZIMMERMAN, Secretary
                                    D. F. Zimmerman
                                    THE POTOMAC EDISON COMPANY
                                            (Signed)




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