ALLEGHENY POWER SERVICE CORP
U-13-60, 1994-04-26
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                                                         OMB Approval
                                                         OMB  3235-0153
                                                         Expires  Nov 30, 1984


                                Form  U-13-60
                 Mutual  and  Subsidiary  Service  Companies
                          Revised  February 7,  1980



                               ANNUAL   REPORT


                               FOR  THE  PERIOD



            Beginning January 1, 1993 and Ending December 31, 1993



                                   TO  THE

                   U. S.   SECURITIES  AND  EXCHANGE  COMMISSION


                                     OF




                        Allegheny  Power  Service  Corporation
                          (Exact Name of Reporting Company)



A                Subsidiary                                 Service  Company
                         ("Mutual" or "Subsidiary")

Date of Incorporation   November 22, 1963.  
If not Incorporated, Date of Organization  N/A


State or Sovereign Power under which Incorporated or Organized        Maryland

Location of Principal Executive Offices of Reporting Company   

12 East 49th Street
New York,  NY   10017


Name, title, and address of officer to whom correspondence concerning this
report should be addressed :
                                           Allegheny Power Service Corporation  
                                           800 Cabin Hill Drive
Robert D. Reeping, Assistant Comptroller   Greensburg,  PA    15601
(Name)                   (Title)                       (Address)

Name of Principal Holding Company Whose Subsidiaries are served by Reporting
Company :

                      Allegheny  Power  System,  Inc.

SEC  1926   (6-82)
                                                                        1
<PAGE>
                     INSTRUCTIONS FOR USE OF FORM U-13-60

      1.    Time of Filing.  Rule 94 provides that on or before the first day
of May in each calendar year, each mutual service company and each subsidiary
service company as to which the Commission shall have made a favorable finding
pursuant to Rule 88, and every service company whose application for approval
or declaration pursuant to Rule 88 is pending shall file with the Commission
an annual report on Form U-13-60 and in accordance with the Instructions for
that form.

      2.    Number of Copies.  Each annual report shall be filed in duplicate. 
The company should prepare and retain at least one extra copy for itself in
case correspondence with reference to the report become necessary.

      3.    Period Covered by Report.  The first report filed by any company
shall cover the period from the date the Uniform System of Accounts was
required to be made effective as to that company under Rules 82 and 93 to the
end of that calendar year.  Subsequent reports should cover a calendar year.

      4.    Report Format.  Reports shall be submitted on the forms prepared
by the Commission.  If the space provided on any sheet of such form is inade-
quate, additional sheets may be inserted of the same size as a sheet of the
form or folded to such size.

      5.    Money Amounts Displayed.  All money amounts required to be shown
in financial statements may be expressed in whole dollars, in thousands of
dollars or in hundred thousands of dollars, as appropriate and subject to
provisions of Regulation S-X (Section 210.3-01(b)).

      6.    Deficits Displayed.  Deficits and other like entries shall be
indicated by the use of either brackets or a parenthesis with corresponding
reference in footnotes.  (Regulation S-X, Section 210.3-01(c))

      7.    Major Amendments or Corrections.  Any company desiring to amend or
correct a major omission or error in a report after it has been filed with the
Commission shall submit an amended report including only those pages, sched-
ules, and entries that are to be amended or corrected.  A cover letter shall
be submitted requesting the Commission to incorporate the amended report
changes and shall be signed by a duly authorized officer of the company.

      8.    Definitions.  Definitions contained in Instruction 01-8 to the
Uniform System of Accounts for Mutual Service Companies and Subsidiary Service
Companies, Public Utility Holding Company Act of 1935, as amended February 2,
1979 shall be applicable to words or terms used specifically within this Form
U-13-60.

      9.    Organization Chart.  The service company shall submit with each
annual report a copy of its current organization chart.

     10.    Methods of Allocation.  The service company shall submit with each
annual report a listing of the currently effective methods of allocation being
used by the service company and on file with the Securities and Exchange
Commission pursuant to the Public Utility Holding Company Act of 1935.

     11.    Annual Statement of Compensation for Use of Capital Billed.  The
service company shall submit with each annual report a copy of the annual
statement supplied to each associate company in support of the amount of
compensation for use of capital billed during the calendar year.
<PAGE>                                                            
                                                                           2
                 LISTING OF SCHEDULES AND ANALYSIS OF ACCOUNTS


                                                      SCHEDULE OR         PAGE
DESCRIPTION OF SCHEDULES AND ACCOUNTS                  ACCT. NO.           NO.


   COMPARATIVE BALANCE SHEET                          Schedule I          4-5
      Service Company Property                        Schedule II         6-7
      Accumulated Provision for Depreciation and
         Amortization of Service Company Property     Schedule III         8
      Investments                                     Schedule IV          9
      Accounts Receivable from Associate Companies    Schedule V          10
      Fuel Stock Expenses Undistributed               Schedule VI         11
      Stores Expense Undistributed                    Schedule VII        12
      Miscellaneous Current and Accrued Assets        Schedule VIII       13
      Miscellaneous Deferred Debits                   Schedule IX         14
      Research, Development, or Demonstration
         Expenditures                                 Schedule X          15
      Proprietary Capital                             Schedule XI         16
      Long-Term Debt                                  Schedule XII        17
      Current and Accrued Liabilities                 Schedule XIII       18
      Notes to Financial Statements                   Schedule XIV        19


   COMPARATIVE INCOME STATEMENT                       Schedule XV         20
      Analysis of Billing - Associate Companies       Account 457         21
      Analysis of Billing - Nonassociate Companies    Account 458         22
      Analysis of Charges for Service - Associate
         and Nonassociate Companies                   Schedule XVI        23
      Schedule of Expense by Department or
         Service Function                             Schedule XVII     24-25
      Departmental Analysis of Salaries               Account 920         26
      Outside Services Employed                       Account 923         27
      Employee Pensions and Benefits                  Account 926         28
      General Advertising Expense                     Account 930.1       29
      Miscellaneous General Expense                   Account 930.2       30
      Rents                                           Account 931         31
      Taxes Other Than Income Taxes                   Account 408         32
      Donations                                       Account 426.1       33
      Other Deductions                                Account 426.5       34
      Notes to Statement of Income                    Schedule XVIII      35
<PAGE>
                                                                            3


                 LISTING OF INSTRUCTIONAL FILING REQUIREMENTS

                                                                        PAGE
DESCRIPTION OF REPORTS OR STATEMENTS                                     NO.

      ORGANIZATION CHART                                                 36


      METHODS OF ALLOCATION                                              37


      ANNUAL STATEMENT OF COMPENSATION FOR USE
            OF CAPITAL BILLED                                            38

<PAGE>

                                                                        4

             ANNUAL REPORT OF  Allegheny Power Service Corporation

    SCHEDULE I - COMPARATIVE BALANCE SHEET

        Give balance sheet of the Company as of December 31 of the current and
        prior year.

   ACCOUNT ASSETS AND OTHER DEBITS                           AS OF DECEMBER 31
                                                            CURRENT      PRIOR
              SERVICE COMPANY PROPERTY

   101   Service company property (Schedule II)           1,809,953   2,745,929
   107   Construction work in progress (Schedule II)              0           0
            Total Property                                1,809,953   2,745,929

   108   Less accumulated provision for depreciation
         and amortization of service company
         property (Schedule III)                            528,460     376,069
            Net Service Company Property                  1,281,493   2,369,860

         INVESTMENTS

   123   Investments in associate companies
         (Schedule IV)                                            0           0
   124   Other investments (Schedule IV)                      7,000     854,981
            Total Investments                                 7,000     854,981

         CURRENT AND ACCRUED ASSETS

   131   Cash                                                75,289     336,187
   134   Special deposits                                         0           0
   135   Working funds                                       62,615      56,302
   136   Temporary cash investments (Schedule IV)                 0           0
   141   Notes receivable                                         0           0
   143   Accounts receivable                                421,678     478,036
   144   Accumulated provision of uncollectible
         accounts                                                 0           0
   146   Accounts receivable from associate
         companies (Schedule V)                           4,472,246   5,789,693
   152   Fuel stock expenses undistributed (Schedule VI)          0           0
   154   Materials and supplies                                   0           0
   163   Stores expense undistributed (Schedule VII)              0           0
   165   Prepayments                                            580   7,932,786
   174   Miscellaneous current and accrued
         assets (Schedule VIII)                              21,882      76,728
            Total Current and Accrued Assets              5,054,290  14,669,732

              DEFERRED DEBITS

   181   Unamortized debt expense                                 0           0
   184   Clearing accounts                                      698         671
   186   Miscellaneous deferred debits (Schedule IX)      1,768,800   2,211,000
   188   Research, development, or demonstration
         expenditures (Schedule X)                                0           0
   190   Accumulated deferred income taxes                1,645,969     819,058
            Total Deferred Debits                         3,415,467   3,030,729

             TOTAL ASSETS AND OTHER DEBITS                 9,758,250  20,925,302

<PAGE>
                                                                             5


            ANNUAL REPORT OF  Allegheny Power Service Corporation

SCHEDULE I - COMPARATIVE BALANCE SHEET


ACCOUNT LIABILITIES AND PROPRIETARY CAPITAL                 AS OF DECEMBER 31
                                                            CURRENT      PRIOR
             PROPRIETARY CAPITAL

   201   Common stock issued (Schedule XI)                 50,000      50,000
   211   Miscellaneous paid-in capital (Schedule XI)            0           0
   215   Appropriated retained earnings (Schedule XI)           0           0
   216   Unappropriated retained earnings
         (Schedule XI)                                          0           0
            Total Proprietary Capital                      50,000      50,000

          LONG-TERM DEBT

   223   Advances from associate
         companies (Schedule XII)                               0   2,500,000
   224   Other long-term debt (Schedule XII)                    0           0
   225   Unamortized premium on long-term debt                  0           0
   226   Unamortized discount on long-term
         debt-debit                                             0           0
            Total Long-Term Debt                                0   2,500,000

         CURRENT AND ACCRUED LIABILITIES

   231   Notes payable                                          0           0
   232   Accounts payable                               2,981,491   2,128,420
   233   Notes payable to associate
         companies (Schedule XIII)                              0           0
   234   Accounts payable to associate 
         companies (Schedule XIII)                      1,884,541  11,436,545
   236   Taxes accrued                                     36,112      29,328
   237   Interest accrued                                       0      19,953
   238   Dividends declared                                     0           0
   241   Tax collections payable                          192,114     153,603
   242   Miscellaneous current and accrued
         liabilities (Schedule XIII)                    4,613,992   4,607,453
            Total Current and Accrued Liabilities       9,708,250  18,375,302

         DEFERRED CREDITS

   253   Other deferred credits                                 0           0
   255   Accumulated deferred investment tax credits            0           0
            Total Deferred Credits                              0           0

   282   ACCUMULATED DEFERRED INCOME TAXES                      0           0

            TOTAL LIABILITIES AND PROPRIETARY CAPITAL   9,758,250  20,925,302
<PAGE>

                                                                           6

             ANNUAL REPORT OF   Allegheny Power Service Corporation

                      For the Year Ended   December 31, 1993

                      SCHEDULE II - SERVICE COMPANY PROPERTY


                             BALANCE AT            RETIRE-             BALANCE
                              BEGINNING             MENTS    OTHER  1/ AT CLOSE
 DESCRIPTION                   OF YEAR  ADDITIONS OR SALES  CHANGES    OF YEAR

 SERVICE COMPANY PROPERTY

 ACCOUNT

  301    ORGANIZATION                              
                                                      
  303    MISCELLANEOUS                             
         INTANGIBLE PLANT                          
                                                      
  304    LAND AND LAND                             
         RIGHTS                                    
                                                      
  305    STRUCTURES AND                            
         IMPROVEMENTS                              
                                                      
  306    LEASEHOLD                                 
         IMPROVEMENTS           836,367                                 836,367
                                                      
  307    EQUIPMENT         2/ 1,255,782     6,759          (968,911)    293,630
                                                      
  308    OFFICE FURNITURE                          
         AND EQUIPMENT          653,780    26,176                       679,956
                                                      
  309    AUTOMOBILES, OTHER                        
         VEHICLES AND                              
         RELATED GARAGE                            
         EQUIPMENT                                 
                                                      
  310    AIRCRAFT AND                              
         AIRPORT EQUIPMENT                         
                                                      
  311    OTHER SERVICE                             
         COMPANY PROPERTY  3/                      
                                                      
                SUBTOTAL      2,745,929    32,935          (968,911)  1,809,953
                                                      
  107    CONSTRUCTION WORK                         
         IN PROGRESS                               
                                                      
                TOTAL         2,745,929    32,935          (968,911)  1,809,953


         1/ PROVIDE AN EXPLANATION OF THOSE CHANGES CONSIDERED MATERIAL:

         Amortization of capitalized leases.
<PAGE>
                                                                            7

        SCHEDULE II - CONTINUED



        2/  SUBACCOUNTS ARE REQUIRED FOR EACH CLASS OF EQUIPMENT OWNED.  THE
            SERVICE COMPANY SHALL PROVIDE A LISTING BY SUBACCOUNT OF EQUIPMENT
            ADDITIONS DURING THE YEAR AND THE BALANCE AT THE CLOSE OF THE YEAR:

                                                                      BALANCE
                                                                     AT CLOSE
         SUBACCOUNT DESCRIPTION                           ADDITIONS   OF YEAR

         Capitalized lease for data processing equipment          0    170,588
         Communications equipment                             6,759    123,042


                                                   TOTAL      6,759    293,630

        3/  DESCRIBE OTHER SERVICE COMPANY PROPERTY:

            None.

        4/  DESCRIBE CONSTRUCTION WORK IN PROGRESS:

            None.
<PAGE>

                                                                           8


        ANNUAL REPORT OF   Allegheny Power Service Corporation

                 For the Year Ended   December 31, 1993

SCHEDULE III

ACCUMULATED PROVISION FOR DEPRECIATION AND
AMORTIZATION OF SERVICE COMPANY PROPERTY

                                      ADDITIONS            OTHER
                           BALANCE AT  CHARGED            CHANGES    BALANCE
                            BEGINNING     TO    RETIRE-     ADD      AT CLOSE
  DESCRIPTION                OF YEAR   ACCT 403  MENTS   (DEDUCT) 1/ OF YEAR

  ACCOUNT

  301    ORGANIZATION                                     

  303    MISCELLANEOUS
         INTANGIBLE
         PLANT                                            

  304    LAND AND LAND
         RIGHTS                                           

  305    STRUCTURES AND
         IMPROVEMENTS                                     

  306    LEASEHOLD
         IMPROVEMENTS         244,693    79,756                       324,449

  307    EQUIPMENT             16,793    11,264                        28,057

  308    OFFICE
         FURNITURE
         AND FIXTURES         114,583    61,371                       175,954

  309    AUTOMOBILES,
         OTHER VEHICLES
         AND RELATED
         GARAGE EQUIP.                                    

  310    AIRCRAFT AND
         AIRPORT
         EQUIPMENT                                        

  311    OTHER SERVICE
         COMPANY 
         PROPERTY                                         

               TOTAL          376,069   152,391                       528,460


      1/ PROVIDE AN EXPLANATION OF THOSE CHANGES CONSIDERED MATERIAL:
          
         None.

<PAGE>

                                                                          9


            ANNUAL REPORT OF  Allegheny Power Service Corporation

                    For the Year Ended   December 31, 1993

  SCHEDULE IV - INVESTMENTS

  INSTRUCTIONS:   Complete the following schedule concerning investments.

                  Under Account 124 "Other Investments", state each 
                  investment separately, with description, including, the
                  name of issuing company, number of shares or principal
                  amount, etc.

                  Under Account 136, "Temporary Cash Investments", list each 
                  investment separately.

                                                   BALANCE AT    BALANCE AT
  DESCRIPTION                                       BEGINNING      CLOSE
                                                     OF YEAR      OF YEAR

  ACCOUNT 123 - INVESTMENT IN ASSOCIATE COMPANIES

     None.                                         






  ACCOUNT 124 - OTHER INVESTMENTS

     Membership Certificates                             7,000         7,000
     Executive Life Insurance                          847,981             0





  ACCOUNT 136 - TEMPORARY CASH INVESTMENTS

     None.                                         





                                         TOTAL         854,981         7,000

<PAGE>

                                                                            10  
                                                                       
            ANNUAL REPORT OF   Allegheny Power Service Corporation

                     For the Year Ended   December 31, 1993

           SCHEDULE V - ACCOUNTS RECEIVABLE FROM ASSOCIATE COMPANIES


    INSTRUCTIONS:  Complete the following schedule listing accounts receivable
                   from each associate company.  Where the service company has
                   provided accommodation or convenience payments for associate
                   companies, a separate listing of total payments for each
                   associate company by subaccount should be provided.

                                                        BALANCE AT  BALANCE AT
    DESCRIPTION                                         BEGINNGING     CLOSE
                                                          OF YEAR     OF YEAR

    ACCOUNT 146 - ACCOUNTS RECEIVABLE FROM
                   ASSOCIATE COMPANIES

       Allegheny Power System, Inc.                        190,340     896,834
       Monongahela Power Company                         1,206,607       2,603
       The Potomac Edison Company                        1,519,529           0
       West Penn Power Company                           2,885,673   3,577,887
       Allegheny Generating Company                        (13,254)     (6,589)
       Allegheny Pittsburgh Coal Company                       798       1,511


                                              TOTAL      5,789,693   4,472,246


    ANALYSIS OF CONVENIENCE OR ACCOMODATION PAYMENTS:

                               Monongahela  The Potomac  West Penn
    DESCRIPTION                   Power        Edison      Power       TOTAL
                                 Company      Company     Company    PAYMENTS

    DP equipment and software       5,832           0       67,412      73,244
    Engineering services           29,591      23,663        6,891      60,145
    DP services                         0           0       15,589      15,589
    Other outside services         13,994       2,231           92      16,317
    Employee expenses,
      training, and manuals        10,137       8,787       12,089      31,013
    Company vehicle expenses            0           0        2,918       2,918
    Heat pump rebate                    0           0          750         750
                                                                     
            TOTAL PAYMENTS         59,554      34,681      105,741     199,976

<PAGE>

                                                                      11

            ANNUAL REPORT OF   Allegheny Power Service Corporation

                   For the Year Ended   December 31, 1993

               SCHEDULE VI - FUEL STOCK EXPENSES UNDISTRIBUTED

   INSTRUCTIONS:   Report the amount of labor and expenses incurred with
                   respect to fuel stock expenses during the year and 
                   indicate amount attributable to each associate company.
                   Under the section headed "Summary" listed below give an
                   overall report of the fuel functions performed by the
                   service company.
                                           
   DESCRIPTION                                LABOR    EXPENSES   TOTAL

   ACCOUNT 152 - FUEL STOCK EXPENSES
                 UNDISTRIBUTED

      None.

                                  TOTAL
 
   SUMMARY:
<PAGE>

                                                                      12

          ANNUAL REPORT OF   Allegheny Power Service Corporation

                 For the Year Ended   December 31, 1993

               SCHEDULE VII - STORES EXPENSE UNDISTRIBUTED
   
 INSTRUCTIONS:  Report the amount of labor and expenses incurred with 
                respect to stores expense during the year and indicate
                amount attributable to each associate company.


 DESCRIPTION                                  LABOR    EXPENSES   TOTAL


 ACCOUNT 163 - STORES EXPENSE
               UNDISTRIBUTED
    None.                                     



                                     TOTAL            

<PAGE>

                                                                      13

          ANNUAL REPORT OF   Allegheny Power Service Corporation

                  For the Year Ended   December 31, 1993


                               SCHEDULE VIII

   MISCELLANEOUS CURRENT AND ACCRUED ASSETS

   INSTRUCTIONS:   Provide detail of items in this account.  Items less 
                   than $10,000 may be grouped, showing the number of
                   items in each group.



                                                   BALANCE AT  BALANCE AT
   DESCRIPTION                                     BEGINNING     CLOSE
                                                    OF YEAR     OF YEAR


   ACCOUNT 174 - MISCELLANEOUS CURRENT AND
                 ACCRUED ASSETS


   Federal and state income tax refund
     receivable                                        73,817      21,882
   Personal computer equipment inventory                2,911           0


                                            TOTAL      76,728      21,882
<PAGE>

                                                                       14
                                                                
          ANNUAL REPORT OF   Allegheny Power Service Corporation

                   For the Year Ended   December 31, 1993

                SCHEDULE IX - MISCELLANEOUS DEFERRED DEBITS


     INSTRUCTIONS:  Provide detail of items in this account.  Items less
                    than $10,000 may be grouped by class showing the
                    number of items in each class.



                                                    BALANCE AT BALANCE AT
      DESCRIPTION                                   BEGINNING    CLOSE 
                                                     OF YEAR     OF YEAR

     ACCOUNT 186 - MISCELLANEOUS DEFERRED DEBITS

       Pension regulatory asset                      2,211,000  1,768,800


                                             TOTAL   2,211,000  1,768,800
<PAGE>

                                                                      15

          ANNUAL REPORT OF  Allegheny Power Service Corporation
                       
                 For the Year Ended   December 31, 1993


                              SCHEDULE X

 RESEARCH, DEVELOPMENT OR DEMONSTRATION EXPENDITURES

 INSTRUCTIONS:   Provide a description of each material research, 
                 development, or demonstration project which incurred 
                 costs by the service corporation during the year.


 DESCRIPTION                                                    AMOUNT



 ACCOUNT 188 -  RESEARCH, DEVELOPMENT, OR
                DEMONSTRATION EXPENDITURES

  
 Miscellaneous (72 projects under $5,000 each)                     22,764



                                                    TOTAL         22,764

<PAGE>

                                                                        16
<TABLE>
<CAPTION>
                          ANNUAL REPORT OF   Allegheny Power Service Corporation

                                    For the Year Ended   December 31, 1993


    SCHEDULE XI - PROPRIETARY CAPITAL

                                                NUMBER OF      PAR OR STATED
                                                OF SHARES          VALUE      OUTSTANDING CLOSE OF PERIOD
    ACCOUNT NUMBER      CLASS OF STOCK          AUTHORIZED       PER SHARE     NO. OF SHARES TOTAL AMOUNT

     <C>              <C>                        <C>                <C>            <C>          <C>
     201              COMMON STOCK ISSUED        50,000             $10            5,000        $50,000
</TABLE>
INSTRUCTIONS:  Classify amounts in each account with brief explanation, 
disclosing the general nature of transactions which give rise to the reported 
amounts.

                  DESCRIPTION                                          AMOUNT

    ACCOUNT 211 - MISCELLANEOUS PAID-IN CAPITAL   None.

    ACCOUNT 215 - APPROPRIATED RETAINED EARNINGS  None.

                                                                       TOTAL

INSTRUCTIONS:  Give particulars concerning net income or (loss) during the year,
distinguishing between compensation for the use of capital owed or net loss 
remaining from servicing nonassociates per the General Instructions of the 
Uniform System of Accounts.  For dividends paid during the year in cash or 
otherwise, provide rate percentage, amount of dividend, date declared and date 
paid.

                                  BALANCE AT   NET INCOME             BALANCE AT
             DESCRIPTION          BEGINNING        OR      DIVIDENDS   CLOSE
                                  OF YEAR       (LOSS)      PAID      OF YEAR

ACCOUNT 216 - UNAPPROPRIATED
              RETAINED EARNINGS

      None.
                                   TOTAL  
<PAGE>

                                                                          17

                        ANNUAL REPORT OF   Allegheny Power Service Corporation

                              For the Year Ended   December 31, 1993

                                   SCHEDULE XII - LONG-TERM DEBT


INSTRUCTIONS:  Advances from associate companies should be reported separately 
for advances on notes, and advances on open account.  Names of associate 
companies from which advances were received shall be shown under the class 
and series of obligation column.  For Account 224 - Other long-term debt provide
the name of creditor company or organization, terms of the obligation, date of 
maturity, interest rate, and the amount authorized and outstanding.
<TABLE>
<CAPTION>

                             TERMS OF OBLIG DATE                      BALANCE AT                     BALANCE
 NAME OF CREDITOR            CLASS & SERIES OF      INTEREST  AMOUNT  BEGINNING                  1 /AT CLOSE
                             OF OBLIGATION  MATURITYRATE    AUTHORIZED OF YEAR  ADDITIONSDEDUCTIONS  OF YEAR

 ACCOUNT 223-ADVANCES FROM
             ASSOCIATE 
             COMPANIES:

 <S>                                                        <C>       <C>                <C>               <C>
 Allegheny Power System, Inc.promissory note12-31-94   2/   7,500,000 2,500,000          2,500,000         0


 ACCOUNT 224-OTHER LONG-TERM
             DEBT:

 None.

                     TOTAL                                  7,500,000 2,500,000          2,500,000         0
</TABLE>
1/  GIVE AN EXPLANATION OF DEDUCTIONS:
    Promissory note paid in full on December 23, 1993.

2/  A rate equal to the average interest rate on short-term borrowings by 
    Allegheny Power System, Inc. (APS) during each calendar quarter, or, for any
    quarter during which APS had no short-term borrowings outstanding, at the 
    United States commercial bank prime rate in effect from time to time.  The
    interest rate fluctuated between 6% and 3.1% in 1993.
<PAGE>

                                                                      18

            ANNUAL REPORT OF   Allegheny Power Service Corporation

                     For the Year Ended   December 31, 1993

                SCHEDULE XIII - CURRENT AND ACCRUED LIABILITIES

       INSTRUCTIONS:  Provide balance of notes and accounts payable to
                      each associate company.  Give description and 
                      amounts of miscellaneous current and accrued 
                      liabilities.  Items less than $10,000 may be grouped,
                      showing the number of items in each group.

                                                    BALANCE AT   BALANCE AT
                               DESCRIPTION          BEGINNING     CLOSE
                                                     OF YEAR      OF YEAR

       ACCOUNT 233 -  NOTES PAYABLE TO ASSOCIATE
                      COMPANIES

         None.                                                  




                                             TOTAL

       ACCOUNT 234 -  ACCOUNTS PAYABLE TO ASSOCIATE
                      COMPANIES

       Allegheny Power System, Inc.                          0    386,585
       The Potomac Edison Company                    2,256,259    502,147
       West Penn Power Company                       7,087,308        890
       Monongahela Power Company                     2,092,978    994,919





                                             TOTAL  11,436,545  1,884,541

       ACCOUNT 242 -  MISCELLANEOUS CURRENT AND
                      ACCRUED LIABILITIES

       OPEB accrual                                          0    556,645
       Directors' deferred compensation                592,195          0
       Employee benefits - pension plan              2,875,759  3,886,759
       Capital leases                                1,139,499    170,588

                                             TOTAL   4,607,453  4,613,992
<PAGE>

                                                                       19

       ANNUAL REPORT OF   Allegheny Power Service Corporation

                For the Year Ended   December 31, 1993


                             SCHEDULE XIV
 
NOTES TO FINANCIAL STATEMENTS

INSTRUCTIONS:   The space below is provided for important notes regarding 
                the financial statements or any account thereof.  Furnish 
                particulars as to any significant contingent assets or
                liabilities existing at the end of the year.  Notes 
                relating to financial statements shown elsewhere in this 
                report may be indicated here by reference.


                     None.

<PAGE>

                                                                       20

          ANNUAL REPORT OF   Allegheny Power Service Corporation

                For the Year Ended   December 31, 1993


                                 SCHEDULE XV

                             STATEMENT OF INCOME

 ACCOUNT          DESCRIPTION                      CURRENT YEAR  PRIOR YEAR

          INCOME

 457      Services rendered to associate companies   87,898,989  80,553,562
 458      Services rendered to nonassociate
          companies                                           0           0
 421      Miscellaneous income or loss                    3,896       5,190

                                     Total Income    87,902,885  80,558,752

          EXPENSE

 920      Salaries and wages                         44,073,708  41,873,765
 921      Office supplies and expenses                4,745,728   4,366,035
 922      Administrative expense transferred - 
          credit                                       (630,022)   (677,890)
 923      Outside services employed                   6,774,436   5,897,043
 924      Property insurance                             11,609      13,846
 925      Injuries and damages                          146,362     126,991
 926      Employee pensions and benefits              8,215,042   4,941,026
 928      Regulatory commission expense                 630,022     677,890
 930.1    General advertising expenses                        0           0
 930.2    Miscellaneous general expenses                 38,386      47,518
 931      Rents                                      19,727,864  18,759,646
 932      Maintenance of structures and
          equipment                                     993,643     886,371
 403      Depreciation and amortization expense         152,391     155,232
 408      Taxes other than income taxes               3,285,333   3,089,208
 409      Income taxes                                  468,412      98,921
 410      Provision for deferred income taxes           128,955     157,203
 411      Provision for deferred income taxes -
          credit                                       (955,866)          0
 411.5    Investment tax credit                               0           0
 426.1    Donations                                         390         135
 426.5    Other deductions                                    0           0
 427      Interest on long-term debt                          0           0
 430      Interest on debt to associate
          companies                                      98,252     107,400
 431      Other interest expense                         (1,760)     38,412

                                     Total Expense   87,902,885  80,558,752

                              Net Income or (Loss)            0           0

<PAGE>

                                                                      21

             ANNUAL REPORT OF  Allegheny Power Service Corporation

                     For the Year Ended   December 31, 1993


                              ANALYSIS OF BILLING

                              ASSOCIATE COMPANIES
                                  ACCOUNT 457

                                 DIRECT    INDIRECT  COMPENSATION    TOTAL
 NAME OF ASSOCIATE COMPANY        COSTS      COSTS      FOR USE     AMOUNT
                                 CHARGED    CHARGED   OF CAPITAL    BILLED

                                  457-1      457-2       457-3

 Monongahela Power Company     27,645,907    659,617       30,537 28,336,061
 The Potomac Edison Company    19,374,502    495,350       22,932 19,892,784
 West Penn Power Company       37,937,934    949,740       43,968 38,931,642
 Allegheny Power System, Inc.     633,353     16,130          746    650,229
 Allegheny Generating Company      84,952      1,486           69     86,507
 Allegheny Pittsburgh Coal Co.      1,766          0            0      1,766


                      TOTAL    85,678,414  2,122,323       98,252 87,898,989
<PAGE>

                                                                         22


                       ANNUAL REPORT OF   Allegheny Power Service Corporation

                             For the Year Ended   December 31, 1993


                                      ANALYSIS OF BILLING

                                     NONASSOCIATE COMPANIES
                                           ACCOUNT 458
<TABLE>
<CAPTION>
                                DIRECT     INDIRECT   COMPENSATION                EXCESS      TOTAL
NAME OF NONASSOCIATE COMPANY    COST       COST       FOR USE          TOTAL        OR       AMOUNT 
                                CHARGED   CHARGED     OF CAPITAL       COST     DEFICIENCY    BILLED

                                <C>        <C>         <C>                         <C>
                                458-1      458-2       458-3                       458-4

   None.

</TABLE>

                      TOTAL

  INSTRUCTION:  Provide a brief description of the services rendered to each 
                nonassociate company:

<PAGE>



                ANNUAL REPORT OF   Allegheny Power Service Corporation        23
                                                                       
                         For the Year Ended    December 31, 1993

                                     SCHEDULE XVI

                            ANALYSIS OF CHARGES FOR SERVICE
                         ASSOCIATE AND NONASSOCIATE COMPANIES

                                             ASSOCIATE COMPANY CHARGES
                                                 DIRECT     INDIRECT
       DESCRIPTION OF ITEMS                      COST        COST       TOTAL
920    SALARIES AND WAGES                     43,325,544    748,164  44,073,708
921    OFFICE SUPPLIES AND EXPENSES            4,619,911    125,817   4,745,728
922    ADMIN. EXP. TRANSFERRED - CREDIT         (630,022)         0    (630,022)
923    OUTSIDE SERVICES EMPLOYED               5,163,845  1,610,591   6,774,436
924    PROPERTY INSURANCE                         11,609          0      11,609
925    INJURIES AND DAMAGES                      146,244        118     146,362
926    EMPLOYEE PENSIONS AND BENEFITS          8,941,268   (726,226)  8,215,042
928    REGULATORY COMMISSION EXPENSE             630,022          0     630,022
930.1  GENERAL ADVERTISING EXPENSES                    0          0           0
930.2  MISCELLANEOUS GENERAL EXPENSES             33,915      4,471      38,386
931    RENTS                                  19,266,366    461,498  19,727,864
932    MAINTENANCE OF STRUCTURES AND EQUIP.      977,619     16,024     993,643
403    DEPRECIATION AND AMORTIZATION EXPENSE           0    152,391     152,391
408    TAXES OTHER THAN INCOME TAXES           3,191,703     93,630   3,285,333
409    INCOME TAXES                                    0    468,412     468,412
410    PROVISION FOR DEFERRED INCOME TAXES             0    128,955     128,955
411    PROV. FOR DEFERRED INCOME TAXES - CR.           0   (955,866)   (955,866)
411.5  INVESTMENT TAX CREDIT                           0          0           0
421    MISCELLANEOUS INCOME                            0     (3,896)     (3,896)
426.1  DONATIONS                                     390          0         390
426.5  OTHER DEDUCTIONS                                0          0           0
427    INTEREST ON LONG-TERM DEBT                      0          0           0
431    OTHER INTEREST EXPENSE                          0     (1,760)     (1,760)
INSTRUCTION:  Total cost of service will                               
equal for associate and nonassociate                                   
companies the total amount billed under their                          
separate analysis of billing schedules.                                
                             TOTAL EXPENSES    85,678,414  2,122,323  87,800,737
      COMPENSATION FOR USE OF EQUITY CAPITAL
 430 INTEREST ON DEBT TO ASSOCIATE COMPANIES            0     98,252      98,252
                      TOTAL COST OF SERVICE    85,678,414  2,220,575  87,898,989
<PAGE> 

               ANNUAL REPORT OF   Allegheny Power Service Corporation      23A
 
                         For the Year Ended   December 31, 1993

                                     SCHEDULE XVI
 
                           ANALYSIS OF CHARGES FOR SERVICE
                        ASSOCIATE AND NONASSOCIATE COMPANIES
<TABLE>
<CAPTION>
                                               NONASSOCIATE COMPANY CHARGES      TOTAL CHARGES FOR SERVICE
                                                DIRECT   INDIRECT            DIRECT     INDIRECT
        DESCRIPTION OF ITEMS                     COST      COST     TOTAL     COST        COST       TOTAL
<C>     <S>                                      <C>      <C>       <C>    <C>           <C>      <C>
920     SALARIES AND WAGES                                                 43,325,544    748,164  44,073,708
921     OFFICE SUPPLIES AND EXPENSES                                        4,619,911    125,817   4,745,728
922     ADMIN. EXP. TRANSFERRED - CREDIT                                     (630,022)         0    (630,022)
923     OUTSIDE SERVICES EMPLOYED                                           5,163,845  1,610,591   6,774,436
924     PROPERTY INSURANCE                                                     11,609          0      11,609
925     INJURIES AND DAMAGES                                                  146,244        118     146,362
926     EMPLOYEE PENSIONS AND BENEFITS                                      8,941,268   (726,226)  8,215,042
928     REGULATORY COMMISSION EXPENSE                                         630,022          0     630,022
930.1   GENERAL ADVERTISING EXPENSES                                                0          0           0
930.2   MISCELLANEOUS GENERAL EXPENSES                                         33,915      4,471      38,386
931     RENTS                                                              19,266,366    461,498  19,727,864
932     MAINTENANCE OF STRUCTURES AND EQUIP.                                  977,619     16,024     993,643
403     DEPRECIATION AND AMORTIZATION EXPENSE                                       0    152,391     152,391
408     TAXES OTHER THAN INCOME TAXES                                       3,191,703     93,630   3,285,333
409     INCOME TAXES                                                                0    468,412     468,412
410     PROVISION FOR DEFERRED INCOME TAXES                                         0    128,955     128,955
411     PROV. FOR DEFERRED INCOME TAXES - CR.                                       0   (955,866)   (955,866)
411.5   INVESTMENT TAX CREDIT                                                       0          0           0
421     MISCELLANEOUS INCOME                                                        0     (3,896)     (3,896)
426.1   DONATIONS                                                                 390          0         390
426.5   OTHER DEDUCTIONS                                                            0          0           0
427     INTEREST ON LONG-TERM DEBT                                                  0          0           0
431     OTHER INTEREST EXPENSE                                                      0     (1,760)     (1,760)
INSTRUCTION:  Total cost of service will 
equal for associate and nonassociate 
companies the total amount billed under their 
separate analysis of billing schedules.
                               TOTAL EXPENSES         0         0        0 85,678,414  2,122,323  87,800,737
      COMPENSATION FOR USE OF EQUITY CAPITAL
 430 INTEREST ON DEBT TO ASSOCIATE COMPANIES                                        0     98,252      98,252
                        TOTAL COST OF SERVICE         0         0        0 85,678,414  2,220,575  87,898,989
</TABLE>


                                                                         24
<TABLE>
<CAPTION>
                   ANNUAL REPORT OF   Allegheny Power Service Corporation

                            For the Year Ended    December 31, 1993

                                       SCHEDULE XVII

                              SCHEDULE OF EXPENSE DISTRIBUTION
                                            BY
                               DEPARTMENT OR SERVICE FUNCTION

                                                                         DEPARTMENT OR
                                                                        SERVICE FUNCTION
                                                                         FIELD:
                                                                          BPS
                                                    TOTAL                ADMIN-
       DESCRIPTION OF ITEMS                         AMOUNT    OVERHEAD  ISTRATIV  PLANNING
<C>    <S>                                        <C>           <C>     <C>
920    SALARIES AND WAGES                         44,073,708    73,827  628,076   3,485,700
921    OFFICE SUPPLIES AND EXPENSES                4,745,728    41,209    5,251     280,562
922    ADMINISTRATIVE EXPENSES                     
       TRANSFERRED - CREDIT                         (630,022)        0     (352)     (1,450)
923    OUTSIDE SERVICES EMPLOYED                   6,774,436 1,563,514    3,601     156,401
924    PROPERTY INSURANCE                             11,609         0        0           0
925    INJURIES AND DAMAGES                          146,362       118        0           0 
926    EMPLOYEE PENSIONS AND BENEFITS              8,215,042   201,137   95,410     620,642
928    REGULATORY COMMISSION EXPENSE                 630,022         0      352       1,450
930.1  GENERAL ADVERTISING EXPENSE                         0         0        0           0
930.2  MISCELLANEOUS GENERAL EXPENSE                  38,386     1,800        0       2,000
931    RENTS                                      19,727,864   206,997   11,586     572,065
932    MAINTENANCE OF STRUCTURES AND EQUIP.          993,643         0        0       2,668
403    DEPRECIATION AND AMORTIZATION EXP.            152,391   152,391        0           0
408    TAXES OTHER THAN INCOME TAXES               3,285,333    47,771   41,738     262,928 
409    INCOME TAXES                                  468,412   468,412        0           0
410    PROVISION FOR DEFERRED INCOME TAXES           128,955   128,955        0           0
411    PROV. FOR DEFERRED INCOME TAXES - CR.        (955,866) (955,866)       0           0
411.5  INVESTMENT TAX CREDIT                               0         0        0           0
426.1  DONATIONS                                         390         0        0           0
426.5  OTHER DEDUCTIONS                                    0         0        0           0
427    INTEREST ON LONG-TERM DEBT                          0         0        0           0
430    INTEREST ON DEBT TO ASSOCIATE COMPANIES        98,252    98,252        0           0
431    OTHER INTEREST EXPENSE                         (1,760)   (1,760)       0           0
INSTRUCTION: Indicate each department              
or service function.  (See Instruction             
01-3 General Structure of Accounting               
System:  Uniform System of Accounts.)
        Total Expenses                            87,902,885 2,026,757   785,662  5,382,966
</TABLE>
<TABLE>
<CAPTION>
                   ANNUAL REPORT OF   Allegheny Power Service Corporation  24A

                            For the Year Ended    December 31, 1993

                                          SCHEDULE XVII

                                 SCHEDULE OF EXPENSE DISTRIBUTION
                                               BY
                                  DEPARTMENT OR SERVICE FUNCTION

                                                         DEPARTMENT OR SERVICE FUNCTION
                                                                                        RATES
                                                                                         AND
       DESCRIPTION OF ITEMS                       ENGINEERING CONSTRUCTION OPERATING  ACCOUNTING
<C>    <S>                                         <C>          <C>        <C>        <C>
920    SALARIES AND WAGES                          10,516,380   2,037,924  8,785,650  3,099,985
921    OFFICE SUPPLIES AND EXPENSES                   981,674     289,271  1,042,328    174,142
922    ADMINISTRATIVE EXPENSES
       TRANSFERRED - CREDIT                            (2,381)          0    (23,036)  (572,674)
923    OUTSIDE SERVICES EMPLOYED                      403,892     574,605    442,840    293,115
924    PROPERTY INSURANCE                                   0           0          0          0
925    INJURIES AND DAMAGES                                 0           0          0          0
926    EMPLOYEE PENSIONS AND BENEFITS               1,838,880     358,012  1,608,740    529,579
928    REGULATORY COMMISSION EXPENSE                    2,381           0     23,036    572,674
930.1  GENERAL ADVERTISING EXPENSE                          0           0          0          0
930.2  MISCELLANEOUS GENERAL EXPENSE                   16,295       1,000      1,060        250
931    RENTS                                        2,140,250   1,075,799  5,379,015    402,561
932    MAINTENANCE OF STRUCTURES AND EQUIP.            33,015       7,722      6,136      2,017
403    DEPRECIATION AND AMORTIZATION EXP.                   0           0          0          0
408    TAXES OTHER THAN INCOME TAXES                  795,504     155,610    661,510    231,728
409    INCOME TAXES                                         0           0          0          0
410    PROVISION FOR DEFERRED INCOME TAXES                  0           0          0          0
411    PROV. FOR DEFERRED INCOME TAXES - CR.                0           0          0          0
411.5  INVESTMENT TAX CREDIT                                0           0          0          0
426.1  DONATIONS                                            0           0          0          0
426.5  OTHER DEDUCTIONS                                     0           0          0          0
427    INTEREST ON LONG-TERM DEBT                           0           0          0          0
430    INTEREST ON DEBT TO ASSOCIATE COMPANIES              0           0          0          0
431    OTHER INTEREST EXPENSE                               0           0          0          0
INSTRUCTION: Indicate each department 
or service function.  (See Instruction
01-3 General Structure of Accounting
System:  Uniform System of Accounts.)
                      Total Expenses               16,725,890   4,499,943 17,927,279  4,733,377
</TABLE>
<PAGE>


<TABLE>
<CAPTION>
                ANNUAL REPORT OF   Allegheny Power Service Corporation      25
                                               
                       For the Year Ended    December 31, 1993

                                    SCHEDULE XVII

                           SCHEDULE OF EXPENSE DISTRIBUTION
                                         BY
                            DEPARTMENT OR SERVICE FUNCTION


                            DEPARTMENT OR SERVICE FUNCTION

           CS ADMIN.,               HEADQUARTERS:
           PERSONNEL, INFOR. SERV.,        EXECUTIVE
           PURCHASING, LEGAL, RISK            AND      LEGAL              RATES               EMPLOYEE &
   ACCOUNT PROCEDURES,  MNGMT., &           ADMINI-     AND      BULK      AND                CUSTOMER &
   NUMBER  & SECURITY  FIN. PLNG.          STRATION  SECRETARY   POWER  ACCOUNTING FINANCIAL PUB. RELATIONS
   <C>      <C>          <C>                 <C>       <C>      <C>      <C>         <C>         <C>
   920      4,807,028    8,273,120           580,007   433,013  248,967  212,220     577,097     314,714
   921        442,491      998,921            87,280   120,144   47,091   28,040     120,965      86,359

   922              0      (30,129)                0         0        0        0           0           0
   923        260,824    2,984,473            11,843    31,311       46        0      20,604      27,367
   924              0       11,609                 0         0        0        0           0           0
   925              0      146,244                 0         0        0        0           0           0
   926      1,091,051    1,449,685            89,892    73,125   54,504   47,968     105,089      51,328
   928              0       30,129                 0         0        0        0           0           0
   930.1            0            0                 0         0        0        0           0           0
   930.2        4,638        1,343            10,000         0        0        0           0           0
   931        753,948    8,448,098            65,046   291,003   65,046   65,046     151,775      99,629

   932          9,969      920,611                 0    11,505        0        0           0           0

   403              0            0                 0         0        0        0           0           0
   408        362,034      624,014            23,342    18,435   10,199    8,667      25,045      16,808
   409              0            0                 0         0        0        0           0           0

   410              0            0                 0         0        0        0           0           0

   411              0            0                 0         0        0        0           0           0
   411.5            0            0                 0         0        0        0           0           0
   426.1          200            0               100        80        0        0          10           0
   426.5            0            0                 0         0        0        0           0           0
   427              0            0                 0         0        0        0           0           0

   430              0            0                 0         0        0        0           0           0
   431              0            0                 0         0        0        0           0           0
            7,732,183   23,858,118           867,510   978,616  425,853  361,941   1,000,585     596,205
</TABLE>
<PAGE>

                                                                         26

         ANNUAL REPORT OF  Allegheny Power Service Corporation
                   
                   For the Year Ended  December 31, 1993

DEPARTMENTAL ANALYSIS OF SALARIES
ACCOUNT 920

                           DEPARTMENTAL SALARY EXPENSE                 NUMBER
NAME OF DEPARTMENT                     INCLUDED IN AMOUNTS BILLED TO PERSONNEL
Indicate each dept.           TOTAL     PARENT    OTHER       NON      END OF
or service function.         AMOUNT    COMPANY ASSOCIATES ASSOCIATES    YEAR

Field Operations:
Bulk Power Supply:
  Administrative               629,025            629,025                    4
  Planning                   3,494,750          3,494,750                   69
  Engineering               10,530,789     308 10,530,481                  208
  Construction               2,042,653     373  2,042,280                   46
  Operating                  8,791,364   4,562  8,786,802                  166
Rates and Accounting         3,105,205  84,252  3,020,953                   57
CS Administrative, Per-                                                   
  sonnel, Purchasing,                                                     
  Procedures, and Security   4,826,023          4,826,023                  119
Information Services,                                                     
  Legal, Risk Management,                                                 
  and Financial Planning     8,280,040  41,103  8,238,937                  174
                                                                          
Headquarters:                                                             
Executive and Adminis-                                                    
  trative                      580,397  30,584    549,813                    2
Legal and Secretarial          432,727 171,875    260,852                    9
Bulk Power Supply              250,284   2,542    247,742                    2
Rates and Accounting           213,414   1,894    211,520                    2
Financial                      579,378 105,630    473,748                    6
Employee & Customer Rela-                                                 
  tions and Public Infor-                                                 
  mation                       317,659   1,534    316,125                    4
                                                                          
                    TOTAL   44,073,708 444,657 43,629,051                  868

<PAGE>



                                                                       27

      ANNUAL REPORT OF   Allegheny Power Service Corporation

                 For the Year Ended   December 31, 1993

                      OUTSIDE SERVICES EMPLOYED 
                             ACCOUNT 923

INSTRUCTIONS:  Provide a breakdown by subaccount of outside services
               employed.  If the aggregate amounts paid to any one payee
               and included within one subaccount is less than $25,000,
               only the aggregate number and amount of all such payments
               included within the subaccount need be shown.  Provide a 
               subtotal for each type of service.


                                                  RELATIONSHIP
                                                  "A"-ASSOCIATE
                                                    "NA"-NON
FROM WHOM PURCHASED      ADDRESS                    ASSOCIATE    AMOUNT

Data Processing Service:

  A. C. Coy              P.O. Box 1262                 NA         103,417
                         Cannonsburg, PA  15317

  Candle Corp.           P.O. Box 92278                NA          51,663
                         Chicago, IL  60675-2278         

  Cincom Systems, Inc.   Department 405                NA         104,586
                         Cincinnati, OH  45296

  Computer Associates    P.O. Box 360355               NA         146,366
    International, Inc.  Pittsburgh, PA 
                                      15251-6355

  Computerland Sales     P.O. Box 1350                 NA          39,423
                         Gibsonia, PA  15044

  Compuware Corporation  Drawer #64376                 NA          79,261
                         Detroit, MI  48264-0376

  Contingency Planning   131 Jericho Turnpike          NA          39,500
    Research, Inc.       Suite 104
                         Jericho, NY  11753

  Dylakor, Inc.          P.O. Box 73226                NA          43,955
                         Chicago, IL  60673

<PAGE>


                                                                      27A

      ANNUAL REPORT OF   Allegheny Power Service Corporation

                 For the Year Ended   December 31, 1993


                       OUTSIDE SERVICES EMPLOYED 
                              ACCOUNT 923

INSTRUCTIONS:  Provide a breakdown by subaccount of outside services
               employed.  If the aggregate amounts paid to any one payee
               and included within one subaccount is less than $25,000,
               only the aggregate number and amount of all such payments
               included within the subaccount need be shown.  Provide a 
               subtotal for each type of service.


                                                  RELATIONSHIP
                                                  "A"-ASSOCIATE
                                                    "NA"-NON
FROM WHOM PURCHASED      ADDRESS                    ASSOCIATE    AMOUNT

Data Processing Service (continued)

  Gartner Group, Inc.    P.O. Box 10799                NA          25,011
                         Newark, NJ  07193-0799

  International Business P.O. Box 91945                NA       1,002,160
    Machines             Chicago, IL  60693

  Integraph Corporation  P.O. Box 13700                NA          89,051
                         Newark, NJ  07188-0700

  KCS Computer Service,  777 Penn Center Blvd.         NA         306,155
    Inc.                 Suite 600
                         Pittsburgh, PA 
                                      15235-5906

  Legent Corporation     Department #1709              NA          71,278
                         Columbus, OH  43271-1709

  Lucas Management       P.O. Box 101514               NA          40,702
    Systems              Atlanta, GA  30392

  S.A.S. Institute, Inc. P.O. Box 65505                NA          45,463
                         Charlotte, NC  28265

  Sterling Software, Inc.P.O. Box 73199                NA          25,479
                         Chicago, IL  60673

<PAGE>

                                                                      27B

      ANNUAL REPORT OF   Allegheny Power Service Corporation

                 For the Year Ended   December 31, 1993

                      OUTSIDE SERVICES EMPLOYED 
                            ACCOUNT 923

INSTRUCTIONS:  Provide a breakdown by subaccount of outside services
               employed.  If the aggregate amounts paid to any one payee
               and included within one subaccount is less than $25,000,
               only the aggregate number and amount of all such payments
               included within the subaccount need be shown.  Provide a 
               subtotal for each type of service.


                                                  RELATIONSHIP
                                                  "A"-ASSOCIATE
                                                    "NA"-NON
FROM WHOM PURCHASED      ADDRESS                    ASSOCIATE    AMOUNT

Data Processing Service (continued)

  Storage Technology     P.O. Box 14090                NA          27,666
    Corporation          Newark, NJ  07198

  Syncsort, Inc.         134 Flanders Road             NA          25,546
                         Westboro, MA  01581

  Telco Research Corp.   Drawer #T-5548                NA          56,395
                         Nashville, TN  37244

  Texas Instruments, Inc.P.O. Box 198645               NA         292,273
                         Atlanta, GA  30384-8645

  Miscellaneous - 107 vendors                          NA         510,890
                                                                3,126,240

Engineering Service:

  Putnam, Hayes, &       One Memorial Drive            NA         131,507
    Bartlett, Inc.       Cambridge, MA  02142

  Miscellaneous - 5 vendors                            NA          12,046
                                                                  143,553
<PAGE>


                                                                      27C

      ANNUAL REPORT OF   Allegheny Power Service Corporation

                 For the Year Ended   December 31, 1993

                      OUTSIDE SERVICES EMPLOYED 
                             ACCOUNT 923

INSTRUCTIONS:  Provide a breakdown by subaccount of outside services
               employed.  If the aggregate amounts paid to any one payee
               and included within one subaccount is less than $25,000,
               only the aggregate number and amount of all such payments
               included within the subaccount need be shown.  Provide a 
               subtotal for each type of service.

                                                  RELATIONSHIP
                                                  "A"-ASSOCIATE
                                                    "NA"-NON
FROM WHOM PURCHASED      ADDRESS                    ASSOCIATE    AMOUNT

Legal Service:

  Carter, Ledyard, &     2 Wall Street                 NA          47,327
    Milburn              New York, NY  10005

  Milbank, Tweed, Hadley,1 Chase Manhattan Plaza       NA          77,282
      & McCloy           New York, NY  10005

  Miscellaneous - 10 vendors                           NA          15,872
                                                                  140,481

Medical Service:

  Miscellaneous - 4 vendors                            NA           2,054


Rates Service:

  TLG Engineering, Inc.  Route 67                      NA          26,565
                         Box 237
                         Bridgewater, CT  06752

  Miscellaneous - 2 vendors                            NA           9,126
                                                                   35,691
<PAGE>




                                                                      27D

      ANNUAL REPORT OF   Allegheny Power Service Corporation

                 For the Year Ended   December 31, 1993

                       OUTSIDE SERVICES EMPLOYED 
                              ACCOUNT 923

INSTRUCTIONS:  Provide a breakdown by subaccount of outside services
               employed.  If the aggregate amounts paid to any one payee
               and included within one subaccount is less than $25,000,
               only the aggregate number and amount of all such payments
               included within the subaccount need be shown.  Provide a 
               subtotal for each type of service.

                                                  RELATIONSHIP
                                                  "A"-ASSOCIATE
                                                    "NA"-NON
FROM WHOM PURCHASED      ADDRESS                    ASSOCIATE    AMOUNT

Other Service:

  REB Management Co.     4861 Granada Drive            NA          28,066
                         Yorba Linda, CA  92686

  ROMAC                  1700 Market Street            NA          35,051
                         Suite 2702
                         Philadelphia, PA  19103

  SE Technologies, Inc.  98 Vanadium Road              NA         416,770
                         Bridgeville, PA  15017

  Miscellaneous - 89 vendors                           NA         218,487
                                                                  698,374

West Penn Power Company Charges:                         

  Principally payroll, accounting,
  billing control, personnel, and
  general office services at cost                        
  for the field operation depart-
  ments.                                                A       2,628,043
                                                         




                                                      Total     6,774,436

<PAGE>


                                                                      28

          ANNUAL REPORT OF   Allegheny Power Service Corporation

                   For the Year Ended   December 31, 1993

                      EMPLOYEE PENSIONS AND BENEFITS
                               ACCOUNT 926

      INSTRUCTIONS:  Provide a listing of each pension plan and benefit
                     program provided by the service company.  Such 
                     listing should be limited to $25,000.



                         DESCRIPTION                           AMOUNT

      Group medical                                            2,576,408
      Postretirement benefits other than pensions              1,903,237
      Corporate pension plan                                   1,456,560
      Savings plan expense                                     1,023,801
      Group life insurance                                       344,500
      Employee education assistance                              234,188
      Group dental                                               189,178
      Supplemental payments to retired employees                 173,685
      Employee moving expense                                    163,302
      Long-term disability expense                                88,915
      Medical fees for employees                                  45,216
      Miscellaneous (6)                                           16,052



                                                    TOTAL      8,215,042
<PAGE>




                                                                      29

         ANNUAL REPORT OF   Allegheny Power Service Corporation

                  For the Year Ended   December 31, 1993

                      GENERAL ADVERTISING EXPENSES
                             ACCOUNT 930.1


    INSTRUCTIONS:  Provide a listing of the amount included in Account
                   930.1, "General Advertising Expenses", classifying 
                   the items according to the nature of the advertising
                   and as defined in the account definition.  If a
                   particular class includes an amount in excess of 
                   $3,000 applicable to a single payee show separately
                   the name of the payee and the aggregate amount
                   applicable thereto.


                   DESCRIPTION                  NAME OF PAYEE   AMOUNT

         None.






                                         TOTAL
<PAGE>




                                                                     30

         ANNUAL REPORT OF   Allegheny Power Service Corporation

                  For the Year Ended   December 31, 1993

                     MISCELLANEOUS GENERAL EXPENSES
                            ACCOUNT 930.2

    INSTRUCTIONS:  Provide a listing of the amount included in Account
                   930.2, "Miscellaneous General Expenses", classifying 
                   such expenses according to their nature.  Payments and 
                   expenses permitted by Sections 321(b)(2) of the Federal
                   Election Campaign Act, as amended by Public Law 94-283
                   in 1976 (2 U.S.C. Section 441(b)(2)) shall be separately
                   classified.


                       DESCRIPTION                            AMOUNT

    Corporate membership dues                                      35,016
    Miscellaneous                                                   3,370
                                                          
                                                          
                                                          
                                                          
                     


                                                   TOTAL           38,386
<PAGE>




                                                                      31


         ANNUAL REPORT OF   Allegheny Power Service Corporation

                  For the Year Ended   December 31, 1993

                                  RENTS
                               ACCOUNT 931

    INSTRUCTIONS:  Provide a listing of the amount included in Account
                   931, "Rents", classifying such expenses by major 
                   groupings of property, as defined in the account 
                   definition of the Uniform System of Accounts.

                    
                       TYPE OF PROPERTY                        AMOUNT

    Data processing equipment and space                        8,940,221
    Power control center equipment and space                   3,155,337
    Microwave and telecommunications equipment                 1,816,191
    Other office space                                         5,086,966
    Other office furniture and equipment                         562,755
    Miscellaneous                                                166,394
                                                             
                                                             
                                                             

                                                      TOTAL   19,727,864

<PAGE>



                                                                    32

         ANNUAL REPORT OF   Allegheny Power Service Corporation

                  For the Year Ended   December 31, 1993

                      TAXES OTHER THAN INCOME TAXES
                              ACCOUNT 408                                   

    INSTRUCTIONS:  Provide an analysis of Account 408, "Taxes Other Than
                   Income Taxes".  Separate the analysis into two groups:
                   (1) other than U.S. Government taxes, and (2) U.S.
                   Government taxes.  Specify each of the various kinds
                   of taxes and show the amount thereof.  Provide a 
                   subtotal for each class of tax.


                       KIND OF TAX                            AMOUNT


    (1) Other than U.S. Government Taxes:                   
                                                            
        State unemployment tax                                 176,856
        New York City commercial rent or occupancy tax          42,925
        New York City general occupation tax                     2,996
        Franchise tax                                            2,854

                                                            
    (2) U.S. Government Taxes:                              
                                                            
        FICA                                                 3,007,706
        Federal unemployment                                    51,996
                                                            
                                                            
                                                            

                                                     TOTAL   3,285,333
<PAGE>




                                                                     33


          ANNUAL REPORT OF   Allegheny Power Service Corporation

                  For the Year Ended   December 31, 1993

                                DONATIONS
                              ACCOUNT 426.1

     INSTRUCTIONS:  Provide a listing of the amount included in Account 
                    426.1, "Donations", classifying such expenses by its
                    purpose.  The aggregate number and amount of all 
                    items of less than $3,000 may be shown in lieu of 
                    details.


     NAME OF RECIPIENT       PURPOSE OF DONATION                AMOUNT


     Miscellaneous (6)                                              390




                                                        TOTAL       390

<PAGE>



                                                                       34

             ANNUAL REPORT OF   Allegheny Power Service Corporation

                     For the Year Ended   December 31, 1993

                               OTHER DEDUCTIONS
                                ACCOUNT 426.5

      INSTRUCTIONS:  Provide a listing of the amount included in Account
                     426.5, "Other Deductions", classifying such expenses
                     according to their nature.


                   DESCRIPTION              NAME OF PAYEE       AMOUNT


        None.





                                                     TOTAL
<PAGE>


                                                                       35

      ANNUAL REPORT OF   Allegheny Power Service Corporation

                 For the Year Ended   December 31, 1993

                           SCHEDULE XVIII
                    NOTES TO STATEMENT OF INCOME


  INSTRUCTIONS:  The space below is provided for important notes 
                 regarding the statement of income or any account
                 thereof.  Furnish particulars as to any significant
                 increase in services rendered or expenses incurred 
                 during the year.  Notes relating to financial
                 statements shown elsewhere in this report may be
                 indicated here by reference.


    None.
<PAGE>
                                                                           36
                                                                                
           ANNUAL REPORT OF  Allegheny Power Service Corporation          
                                          
                                 ORGANIZATION CHART




PRESIDENT AND CHIEF EXECUTIVE OFFICER     


      SENIOR VICE PRESIDENT (BULK POWER)

            EXECUTIVE DIRECTOR, PLANNING

                  MANAGER, LOAD MODIFICATION PLANNING

                  MANAGER, SYSTEM LOAD FORECASTS

                  DIRECTOR, GENERATION PLANNING

                        MANAGER, GENERATION PLANNING

                  DIRECTOR, TRANSMISSION PLANNING

                        MANAGER, AREA TRANSMISSION PLANNING

                        MANAGER, EHV TRANSMISSION PLANNING

                  MANAGER, ENVIRONMENTAL CONTROL


            EXECUTIVE DIRECTOR, ENGINEERING

                  DIRECTOR, ENGINEERING SERVICES

                        MANAGER, DRAFTING SERVICES

                        MANAGER, LINES STANDARDS

                        MANAGER, SUBSTATION AND METHODS STANDARDS

                        MANAGER, SURVEYS AND RIGHTS-OF-WAY SERVICES

                  DIRECTOR, POWER ENGINEERING

                        MANAGER, POWER ENGINEERING PROJECTS

                  MANAGER, ENGINGEERING STUDIES

                  MANAGER, RESEARCH AND DEVELOPMENT
<PAGE>
                                                                        36A  

           ANNUAL REPORT OF  Allegheny Power Service Corporation          
                                          
                                 ORGANIZATION CHART



PRESIDENT AND CHIEF EXECUTIVE OFFICER (CONTINUED)


      SENIOR VICE PRESIDENT (BULK POWER) (CONTINUED)

            EXECUTIVE DIRECTOR, ENGINEERING (CONTINUED)

                  DIRECTOR, TRANSMISSION ENGINEERING

                        MANAGER, CONTROLS ENGINEERING

                        MANAGER, LINES ENGINEERING

                        MANAGER, SUBSTATION ENGINEERING


            EXECUTIVE DIRECTOR, CONSTRUCTION

                  DIRECTOR, POWER CONSTRUCTION

                        MANAGER, POWER AND FACILITIES CONSTRUCTION

                  MANAGER, TRANSMISSION CONTRUCTION

                  MANAGER, CONSTRUCTION SERVICES

                  MANAGER, START-UP


            EXECUTIVE DIRECTOR, OPERATING

                  DIRECTOR, FUELS

                        MANAGER, FUELS

                  DIRECTOR, POWER STATIONS

                        MANAGER, BUDGETS AND COST CONTROL

                        MANAGER, POWER STATION MAINTENANCE

                        MANAGER, TESTS AND RESULTS
<PAGE>
                                                                         36B
           ANNUAL REPORT OF  Allegheny Power Service Corporation          
                                          
                                 ORGANIZATION CHART



PRESIDENT AND CHIEF EXECUTIVE OFFICER (CONTINUED)

      SENIOR VICE PRESIDENT (BULK POWER) (CONTINUED)

            EXECUTIVE DIRECTOR, OPERATING (CONTINUED)

                  DIRECTOR, SYSTEM OPERATIONS

                        MANAGER, POWER CONTROL

                        MANAGER, SYSTEM OPERATIONS ENGINEERING

                 MANAGER, POWER STATION OCCUPATIONAL HEALTH, SAFETY AND TRAINING


      VICE PRESIDENT AND COMPTROLLER

            DIRECTOR, ACCOUNTING SERVICES AND ASSISTANT COMPTROLLER

                  MANAGER, ACCOUNTING SERVICES

            DIRECTOR, RATES

                  ASSISTANT DIRECTOR, RATES

                  MANAGER, RATE ANALYSIS

                  MANAGER, RATE RESEARCH

                  MANAGER, RATE STUDIES

            DIRECTOR, SYSTEM INTERNAL AUDITS

                  MANAGER, EDP INTERNAL AUDITS

                  MANAGER, INTERNAL AUDITS (GREENSBURG)

                  MANAGER, INTERNAL AUDITS (FAIRMONT)

                  MANAGER, INTERNAL AUDITS (HAGERSTOWN)

            MANAGER, SYSTEM TAXES
<PAGE>
                                                                          36C
           ANNUAL REPORT OF  Allegheny Power Service Corporation          
                                          
                                 ORGANIZATION CHART



PRESIDENT AND CHIEF EXECUTIVE OFFICER (CONTINUED)

      EXECUTIVE DIRECTOR, CENTRAL SERVICES

            DIRECTOR, INFORMATION SERVICES

                  MANAGER, EDP OPERATIONS

                  MANAGER, EDP USER SUPPORT AND R&D

                  MANAGER, REVENUE AND ACCOUNTING SYSTEMS

                  MANAGER, TECHNICAL INFORMATION SERVICES AND NETWORK SUPPORT

                  MANAGER, TECHNICAL, MATERIALS AND PERSONNEL SYSTEMS

            MANAGER, PROCEDURES AND EDP METHODS

            MANAGER, PURCHASING



      VICE PRESIDENT (LEGAL AND REGULATORY)

            GROUP GENERAL COUNSEL

            SECRETARY



      VICE PRESIDENT (EMPLOYEE RELATIONS)

            DIRECTOR, PERSONNEL POLICY DEVELOPMENT AND ADMINISTRATION

                  MANAGER, COMPENSATION AND BENEFITS

                  MANAGER, EMPLOYEE RELATIONS


            DIRECTOR, SYSTEM SECURITY
<PAGE>
                                                                          36D


           ANNUAL REPORT OF  Allegheny Power Service Corporation          
                                          
                                 ORGANIZATION CHART



PRESIDENT AND CHIEF EXECUTIVE OFFICER (CONTINUED)

      SENIOR VICE PRESIDENT, FINANCE

            ASSISTANT TREASURER

            INVESTOR RELATIONS ADMINISTRATOR

            MANAGER, CORPORATE RISK MANAGEMENT

            MANAGER, FINANCIAL PLANNING



      VICE PRESIDENT AND TREASURER

            MANAGER, CORPORATE DEVELOPMENT



      DIRECTOR, PUBLIC INFORMATION  
<PAGE>
                                                                         37   

               ANNUAL REPORT OF Allegheny Power Service Corporation
                   
                               METHODS OF ALLOCATION


1.  The costs of rendering services by Service Company include all costs of 
    doing business including interest on debt but excluding a return for 
    the use of Service Company's initial equity capital amounting to $50,000.

2.  (a)   Service Company maintains a separate record of the expenses of each
          department.  These expenses include expenses that are directly
          attributable to the department, and an appropriate portion of those
          expenses that are not directly attributable to the department but 
          which are necessary to its operation.

    (b)   The aggregate of these expenses will be referred to hereinafter as
          "Departmental Expenses," and such expenses consist of salaries of
          officers and other employees, employee welfare expenses (i.e., social
          security taxes, life, pension, post-retirement benefits (other than
          pension), medical, dental, and other welfare expenses), expenses of
          training and development of Service Company's employees, rents, dues
          and memberships, and all other expenses attributable to, or necessary
          to the operation of, the department.

    (c)   Departmental Expenses do not include:

         (i)  Those incremental Out-of-Pocket Expenses that are incurred for 
              the direct benefit and convenience of a particular Customer 
              Company or a group of Customer Companies and are to be charged 
              solely to such Customer Company or group of Customer Companies;

        (ii)  Service Company's Overhead Expenses.  Such expenses include, among
              others, costs of maintaining the corporate existence of Service
              Company; supplemental payments to retired employees; taxes; two-
              thirds of the New York Secretary and Office Services Department
              (the estimated portion of this department's expenses for general
              office services, telephone switchboard, mail and messenger service
              and central records), and other expenses, such as outside auditing
              and legal fees, and; 

       (iii)  Compensation for Use of Capital, which represents interest on
              notes payable to the parent company, Allegheny Power System, Inc.
              (APS).

3.  (a)   Employees in each department are divided into two groups:

         (i)  Employees directly engaged in rendering services to Customer
              Companies or to Service Company are designated as Group A
              employees.

        (ii)  Secretaries, clerical, office service and other employees, who are
              not engaged directly in rendering services to Customer Companies
              or to Service Company, are designated as Group B employees.


    (b)   Group A employees maintain records showing time employed in rendering
          services ("Chargeable Hours"), nature of services rendered, and
          identity of companies or groups of companies served. 
<PAGE>
                                                                          37A
  
               ANNUAL REPORT OF Allegheny Power Service Corporation
                   
                               METHODS OF ALLOCATION

                                                                               
    (c)   An hourly departmental expense billing rate for each Group A employee
          is calculated monthly as follows:

          (i)  The total Chargeable Hours of all Group A employees of each
               department are summarized from the Group A time records for the
               month.

         (ii)  The hourly departmental expense billing rate for each Group A
               employee of the department is the quotient obtained by dividing
               the Chargeable Hours for the department (as determined in Section
               3.(c)(i)) into the total Departmental Expenses for the department
               (as defined in Section 2.(b)).

4.  The Chargeable Hours and incremental Out-of-Pocket Expenses expended in
    respect of specific services rendered to individual Customer Companies or to
    Service Company are separately recorded.

5.  (a)  Chargeable hours and incremental Out-of-Pocket Expenses expended for a
         group of Operating Companies are allocated to each Operating Company in
         the group based on the ratio that the Allocation Factor of such
         Operating Company, determined as hereinafter provided, bears to the
         total of the Allocation Factors of all the Operating Companies in such
         group.

    (b)  Chargeable hours and incremental Out-of-Pocket Expenses expended for a
         group which includes APS are allocated among the constituent companies
         initially on the basis of 25% to APS and 75% to the Operating Companies
         in such group.  The portion thus allocated to the Operating Companies
         is thereupon distributed among such companies in accordance with the
         Allocation Factors applicable to such companies, determined as
         hereinafter provided.  

          Effective January 1, 1994 Chargeable hours and incremental Out-of-
          Pocket Expenses expended for a group which includes APS will be
          allocated among the constituent companies on the basis of the average
          of the prior three years' direct costs charged by the Service Company
          to each Operating Company and APS.

6.  The Allocation Factor applicable to an Operating Company during any year is
    the average of the quotients of:

    (a)   The total electric operating revenues of such Operating Company
          (excluding revenues from sales to Operating Companies) for the three
          years immediately preceding the current year divided by the total of
          such revenues of all Operating Companies for the three-year period;

    (b)  The total expenses of such Operating Company (excluding costs of power
         purchased from other utilities and fuel costs) charged to Operating and
         Maintenance Expense Accounts under the Uniform System of Accounts
         prescribed for Public Utilities and Licensees subject to the provisions
         of the Federal Power Act for the same three-year period divided by the
         total of such expenses of all Operating Companies for the same period;
<PAGE>
                                                                          37B
  
               ANNUAL REPORT OF Allegheny Power Service Corporation
                   
                               METHODS OF ALLOCATION


     (c)  The total number of kwhs sold by such Operating Company to regular
          customers (excluding other Operating Companies) during the same three-
          year period divided by the total number of kwhs so sold by all
          Operating Companies during the three years; and

     (d)  The sum of the total amounts of electric plant in service on the books
          of such Operating Company (less reserves for depreciation and
          amortization) at the close of each of the three years immediately
          preceding the current year divided by the sum of the total amounts of
          electric plant in service (less reserves for depreciation and
          amortization) on the books of all Operating Companies at the close of
          each of such three years.

     (e)  If the use of the aforesaid bases of allocation results in inequity,
          the bases of allocation are adjusted so as to effect a more equitable
          distribution of group service charges based upon more appropriate
          functional relationships between the services rendered and the
          allocation formula employed.

 7.  The amount of Departmental Expenses charged to a Customer Company or to
     Service Company are the sum of the products obtained by multiplying the
     estimated hourly departmental expense billing rate in respect of each
     Group A employee by the sum of (a) the number of Chargeable Hours expended
     by each such Group A employee on services performed specifically for such
     Customer Company or Service Company as described in Section 4. above, and
     (b) the number of Chargeable Hours of each such Group A employee allocated
     to such Customer Company in respect of services performed for Groups of
     Customer Companies of which the aforesaid company is a constituent member,
     as described in Section 5. above.

 8.  Overhead Expenses (as defined in Section 2.(c)(ii) above), cost of services
     rendered to Service Company and Compensation for Use of Capital (as defined
     in Section 2.(c)(iii) above) are distributed among Customer Companies in
     direct proportion to the amounts of Departmental Expenses charged to or
     allocated to such companies, as described in Sections 4. and 5. above,
     respectively.

 9.  The total cost of a particular service rendered to a specified Customer
     Company is the sum of the Departmental Expenses, Overhead Expenses, cost of
     services rendered to Service Company, Compensation for Use of Capital, and
     incremental Out-of-Pocket Expenses which are applicable to such Company in
     respect of such service.

10.  The total cost of a particular service rendered to a specific group of
     Customer Companies is the sum of the amounts of the Departmental Expenses,
     Overhead Expenses, costs of services rendered to Service Company,
     Compensation for Use of Capital, and incremental Out-of-Pocket Expenses
     which are applicable to such group of companies in respect of such service.

11.  Whenever the charges to individual Customer Companies for services rendered
     are based upon estimates of Service Company's costs, such service charges
     are adjusted to actual cost at the end of each year, as required by the
     terms of Rule 90(a)(2) promulgated under the 1935 Act.
<PAGE>

                                                                       38

             ANNUAL REPORT OF  Allegheny Power Service Corporation

          ANNUAL STATEMENT OF COMPENSATION FOR USE OF CAPITAL BILLED


 To:  C. V. Burkley                                   April 11, 1994
      K. M. Jones, New York
      T. J. Kloc, Hagerstown
      R. E. Myers, Fairmont



                        Compensation for Use of Capital
              (In Accordance with SEC Uniform System of Accounts,
                              Instruction 01-12)                 

            Compensation for use of capital of Allegheny Power Service
Corporation for 1993 arises from interest on a $2,500,000 promissory note to
Allegheny Power System, Inc. (APS) dated January 1, 1993.  This note bears
interest at a rate equal to the average interest rate on short-term borrowings
by APS during each calendar quarter, or for any quarter during which APS had
no short-term borrowings outstanding, at the prime rate in effect during the
quarter.  Such rates averaged 3.93% in 1993 resulting in total interest
expenses of $98,251.65 which were allocated to the associate companies based
on the proportion of total billings to such companies, excluding compensation
for use of capital and indirect and incremental costs, as follows:

                              Total Billings, Excluding
                                Compensation for Use        Compensation
                               of Capital and Indirect        for Use
                                 and Incremental Costs       of Capital 
                                      $            %              $  

Allegheny Power System, Inc.  $   604,993.94        .76%    $    746.71
Monongahela Power Company (1)  24,630,035.65      31.08       30,536.61
The Potomac Edison Company     18,490,322.02      23.34       22,931.94
West Penn Power Company (2)    35,440,916.80      44.75       43,967.61
Allegheny Generating Company       52,858.40        .07           68.78
Allegheny Pittsburgh Coal Co.       1,765.53        -             -    

      Total                   $79,220,892.34     100.00%    $ 98,251.65


(1)   Includes billings applicable to Davis power station project and to
      Albright, Fort Martin, Harrison, and Pleasants power stations operations
      and construction which are redistributed to owners in accordance with
      their ownership percentages.

(2)   Includes billings applicable to Hatfield power station operations and
      construction which are redistributed to owners in accordance with their
      ownership percentages.


                                                      ROBERT D. REEPING

                                                      Robert D. Reeping
<PAGE>

                                                                        39

                   

             ANNUAL REPORT OF Allegheny Power Service Corporation




                                SIGNATURE CLAUSE


          Pursuant to the requirements of the Public Utility 

Holding Company Act of 1935 and the rules and regulations of the 

Securities and Exchange Commission issued thereunder, the 

undersigned company has duly caused this report to be signed 

on its behalf by the undersigned officer thereunto duly 

authorized.


             
                     Allegheny Power Service Corporation                 
                         (Name of Reporting Company)                

                 By:     ROBERT D. REEPING                                 
                        (Signature of Signing Officer)



                Robert D. Reeping, Assistant Comptroller   
               (Printed Name and Title of Signing Officer)


Date:  April 26, 1994
<PAGE>


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