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File No. 70-9373
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDMENT NO. 2 TO
FORM U-1
APPLICATION OR DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
THE POTOMAC EDISON COMPANY
10435 DOWNSVILLE PIKE
HAGERSTOWN, MD 21740-1766
(Name of company or companies filing this statement and addresses of
principal executive offices)
Allegheny Energy, Inc.
(Name of top registered holding company parent of each applicant or
declarant)
Thomas K. Henderson, Esq.
Vice President
Allegheny Energy, Inc.
10435 Downsville Pike
Hagerstown, MD 21740-1766
(Name and address of agent for service)
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The Potomac Edison Company hereby amends the first paragraph of
Item 1 as follows:
1. Description of Proposed Transaction.
The Potomac Edison Company ("Potomac Edison"), a public
utility subsidiary of Allegheny Energy, Inc. ("Allegheny"), a
registered holding company under the Public Utility Holding Company Act
of 1935 (the "Act"), requests authority, through December 31, 2001, to
spend up to $250,000 to engage in preliminary development activities in
connection with entering into a joint venture ("JV") with an
experienced real estate developer. These preliminary activities would
include, but not be limited to, negotiations with real estate
developers, preliminary engineering and licensing activities, contract
drafting and negotiation, consultations with tax, legal and other
professionals, and other necessary activities. The activities of the
proposed JV would be limited to the development, lease and/or sale of a
certain parcel of land located adjacent to Potomac Edison's and
Allegheny's headquarters in Hagerstown, Maryland (the "Property") owned
by Potomac Edison. The Property was originally purchased by Potomac
Edison primarily for utility purposes, but such use is no longer
planned for the Property. Potomac Edison desires to explore
development of the Property, with the assistance of a developer-
partner, into a business and technology park.
THE POTOMAC EDISON COMPANY
By: ________/s/_____________
Kathy L. Mitchell
Counsel
DATE: February 4, 1999
