ALLEGHENY POWER SERVICE CORP
U-13-60, 1995-04-24
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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, 1994 and Ending December 31, 1994



                                   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)
<PAGE>
                                                                        1

                     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
                                                           1994        1993
              SERVICE COMPANY PROPERTY

        101   Service company property (Schedule II)     2,320,097   1,809,953
        107   Construction work in progress (Schedule II)        0           0
                 Total Property                          2,320,097   1,809,953

        108   Less accumulated provision for depreciation
              and amortization of service company
              property (Schedule III)                      683,606     528,460
                 Net Service Company Property            1,636,491   1,281,493

              INVESTMENTS

        123   Investments in associate companies
              (Schedule IV)                                      0           0
        124   Other investments (Schedule IV)               10,500       7,000
                 Total Investments                          10,500       7,000

              CURRENT AND ACCRUED ASSETS

        131   Cash                                          24,697      75,289
        134   Special deposits                                   0           0
        135   Working funds                                 34,052      62,615
        136   Temporary cash investments (Schedule IV)           0           0
        141   Notes receivable                                   0           0
        143   Accounts receivable                          455,758     421,678
        144   Accumulated provision of uncollectible
              accounts                                           0           0
        146   Accounts receivable from associate
              companies (Schedule V)                     6,614,756   4,472,246
        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                                        0         580
        174   Miscellaneous current and accrued
              assets (Schedule VIII)                             0      21,882
                 Total Current and Accrued Assets        7,129,263   5,054,290

              DEFERRED DEBITS

        181   Unamortized debt expense                           0           0
        184   Clearing accounts                                375         698
        186   Miscellaneous deferred debits (Schedule IX)   59,883   1,768,800
        188   Research, development, or demonstration
              expenditures (Schedule X)                          0           0
        190   Accumulated deferred income taxes          2,262,305   1,645,969
                 Total Deferred Debits                   2,322,563   3,415,467

                 TOTAL ASSETS AND OTHER DEBITS          11,098,817   9,758,250
<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           0
       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           0

             CURRENT AND ACCRUED LIABILITIES

       231   Notes payable                                       0           0
       232   Accounts payable                            4,305,539   2,981,491
       233   Notes payable to associate
             companies (Schedule XIII)                           0           0
       234   Accounts payable to associate 
             companies (Schedule XIII)                       4,427   1,884,541
       236   Taxes accrued                                 971,938      36,112
       237   Interest accrued                                    0           0
       238   Dividends declared                                  0           0
       241   Tax collections payable                       186,867     192,114
       242   Miscellaneous current and accrued
             liabilities (Schedule XIII)                 4,377,286   4,057,347
              Total Current and Accrued Liabilities      9,846,057   9,151,605

             DEFERRED CREDITS

       253   Other deferred credits                      1,202,760     556,645
       255   Accumulated deferred investment tax credits         0           0
                Total Deferred Credits                   1,202,760     556,645

       282   ACCUMULATED DEFERRED INCOME TAXES                   0           0

              TOTAL LIABILITIES AND PROPRIETARY CAPITAL 11,098,817   9,758,250
<PAGE>
                                                                            6

             ANNUAL REPORT OF   Allegheny Power Service Corporation

                      For the Year Ended   December 31, 1994

                      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           836,368                             836,368
                                                      
     307    EQUIPMENT         2/   293,629   950,592        (459,287)  784,934
                                                      
     308    OFFICE FURNITURE                          
            AND EQUIPMENT          679,956    18,839                   698,795
                                                      
     309    AUTOMOBILES, OTHER                        
            VEHICLES AND                              
            RELATED GARAGE                            
            EQUIPMENT                                 
                                                      
     310    AIRCRAFT AND                              
            AIRPORT EQUIPMENT                         
                                                      
     311    OTHER SERVICE                             
            COMPANY PROPERTY  3/                      
                                                      
                   SUBTOTAL      1,809,953   969,431       (459,287) 2,320,097
                                                      
     107    CONSTRUCTION WORK                         
            IN PROGRESS                               
                                                      
                   TOTAL         1,809,953   969,431       (459,287) 2,320,097


         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    947,259    658,560
         Communications equipment                             3,333    126,374



                                                   TOTAL    950,592    784,934


        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, 1994

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         324,449    79,756                       404,205

  307    EQUIPMENT             28,057    11,768                        39,825

  308    OFFICE
         FURNITURE
         AND FIXTURES         175,954    63,622                       239,576

  309    AUTOMOBILES,
         OTHER VEHICLES
         AND RELATED
         GARAGE EQUIP.                                    

  310    AIRCRAFT AND
         AIRPORT
         EQUIPMENT                                        

  311    OTHER SERVICE
         COMPANY 
         PROPERTY                                         

               TOTAL          528,460   155,146                       683,606


      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, 1994

  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
     AirScrip Certificates                                   0         3,500


  ACCOUNT 136 - TEMPORARY CASH INVESTMENTS

     None.                                         


                                         TOTAL           7,000        10,500
<PAGE>

                                                                            10  
                                                                       
            ANNUAL REPORT OF   Allegheny Power Service Corporation

                     For the Year Ended   December 31, 1994

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.                        896,834     109,303
       Monongahela Power Company                             2,603   1,458,169
       The Potomac Edison Company                                0   1,575,984
       West Penn Power Company                           3,577,887   3,458,823
       Allegheny Generating Company                         (6,589)     11,663
       Allegheny Pittsburgh Coal Company                     1,511         814


                                              TOTAL      4,472,246   6,614,756


    ANALYSIS OF CONVENIENCE OR ACCOMODATION PAYMENTS:

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

    Employee expenses, safety 
      awards, training, and 
       manuals                     25,766      14,517       31,111      71,394
    DP equipment and software       3,583         227       51,423      55,233
    Printing expenses              17,480      13,040       16,820      47,340
    Engineering services           11,946           0            0      11,946
    Communication equipment             0           0        8,724       8,724
    Company vehicle expenses            0           0        3,909       3,909
    Other outside services              0           0        2,830       2,830
    Network subscription              426         256          383       1,065
      service                                                        

            TOTAL PAYMENTS         59,201      28,040      115,200     202,441
<PAGE>

                                                                       11

            ANNUAL REPORT OF   Allegheny Power Service Corporation

                   For the Year Ended   December 31, 1994

   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, 1994

 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, 1994


   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                                        21,882           0





                                           TOTAL      21,882           0
<PAGE>

                                                                       14
                                                                
          ANNUAL REPORT OF   Allegheny Power Service Corporation

                   For the Year Ended   December 31, 1994

     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                      1,768,800          0
       NY Headquarters security deposit                      0     58,458
       Miscellaneous (2)                                     0      1,425




                                             TOTAL   1,768,800     59,883

<PAGE>

                                                                       15

          ANNUAL REPORT OF  Allegheny Power Service Corporation
                       
                 For the Year Ended   December 31, 1994


 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

  

 Distribution Feeder Operational Analysis                          10,983
 Storm Warning System                                              17,553
 Evaluation of Distribution Planning And Design Methods             8,143
 Administrative - Area 1 - General R&D Support                     12,182
 Administrative - Area 2 - Generation Performance                  10,756
 Administrative - Area 3 - Generation Environmental                58,581
 Administrative - Area 4 - Transmission                            12,760
 Administrative - Area 5 - Distribution                            39,689
 Administrative - Area 6 - Utilization/Economic Development        41,218
 Administrative - Area 7 - System Operations and Analysis          12,477
 Administrative - Area 8 - Information Systems                     23,021
 Administrative - Area 9 - Alternate Energy                        12,899
 DOE Developmental Fixed Bed Gasifier                              31,326
 Shell Coal Gasification Technology Transfer Program                7,817
 Dist. Systems Testing, Applications, and Research Program         14,453
 Optical Current Transformers                                      10,163
 Evaluation of MIS Transformer Gas Analyzer                        13,451
 Field Test of Boiler Tube Coatings                                 9,924
 Use of Passive Treatment Wetland Systems at Springdale P.S.       19,390

 Miscellaneous (30 projects under $5,000 each)                     45,557


                                                     TOTAL        412,343
<PAGE>
<TABLE>
<CAPTION>
                                                                           16
                       ANNUAL REPORT OF   Allegheny Power Service Corporation

                                 For the Year Ended   December 31, 1994


    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

    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  
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                         17

                     ANNUAL REPORT OF   Allegheny Power Service Corporation

                               For the Year Ended   December 31, 1994

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.


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

 ACCOUNT 223-ADVANCES FROM
             ASSOCIATE 
             COMPANIES:

 None.


 ACCOUNT 224-OTHER LONG-TERM
             DEBT:

 None.

                     <S>                                            <C>       <C>                <C>       <C>
                     TOTAL                                          0         0                  0         0
</TABLE>
<PAGE>

                                                                       18

            ANNUAL REPORT OF   Allegheny Power Service Corporation

                     For the Year Ended   December 31, 1994

       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.                    386,585          0
       The Potomac Edison Company                      502,147        128
       West Penn Power Company                             890      4,218
       Monongahela Power Company                       994,919         81





                                             TOTAL   1,884,541      4,427

       ACCOUNT 242 -  MISCELLANEOUS CURRENT AND
                      ACCRUED LIABILITIES

       Employee benefits - pension plan              3,886,759  3,767,759
       Capital leases                                  170,588    609,527


                                             TOTAL   4,057,347  4,377,286
<PAGE>

                                                                       19

       ANNUAL REPORT OF   Allegheny Power Service Corporation

                For the Year Ended   December 31, 1994


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, 1994


                                 SCHEDULE XV

                             STATEMENT OF INCOME

 ACCOUNT          DESCRIPTION                      CURRENT YEAR  PRIOR YEAR

          INCOME

 457      Services rendered to associate companies   95,989,759  87,898,989
 458      Services rendered to nonassociate
          companies                                           0           0
 421      Miscellaneous income or loss                    7,375       3,896

                                     Total Income    95,997,134  87,902,885

          EXPENSE

 920      Salaries and wages                         46,657,218  44,073,708
 921      Office supplies and expenses                4,486,827   4,745,728
 922      Administrative expense transferred - 
          credit                                     (1,039,182)   (630,022)
 923      Outside services employed                   9,048,419   6,774,436
 924      Property insurance                              3,403      11,609
 925      Injuries and damages                          383,973     146,362
 926      Employee pensions and benefits             10,183,919   8,215,042
 928      Regulatory commission expense               1,039,182     630,022
 930.1    General advertising expenses                        0           0
 930.2    Miscellaneous general expenses                 39,095      38,386
 931      Rents                                      20,292,397  19,727,864
 935      Maintenance of structures and
          equipment                                   1,171,257     993,643
 403      Depreciation and amortization expense         155,146     152,391
 408      Taxes other than income taxes               3,469,509   3,285,333
 409      Income taxes                                  680,173     468,412
 410      Provision for deferred income taxes           857,044     128,955
 411      Provision for deferred income taxes -
          credit                                     (1,473,380)   (955,866)
 411.5    Investment tax credit                               0           0
 426.1    Donations                                         315         390
 426      Other deductions                                    2           0
 427      Interest on long-term debt                          0           0
 430      Interest on debt to associate
          companies                                           0      98,252
 431      Other interest expense                         41,817      (1,760)

                                     Total Expense   95,997,134  87,902,885

                              Net Income or (Loss)            0           0
<PAGE>


                                                                       21

             ANNUAL REPORT OF  Allegheny Power Service Corporation

                     For the Year Ended   December 31, 1994


 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     29,103,651  1,112,363            0 30,216,014
 The Potomac Edison Company    20,756,851    838,255            0 21,595,106
 West Penn Power Company       41,857,926  1,655,510            0 43,513,436
 Allegheny Power System, Inc.     475,372     11,587            0    486,959
 Allegheny Generating Company     169,635      2,897            0    172,532
 Allegheny Pittsburgh Coal Co.      5,350        362            0      5,712




                      TOTAL    92,368,785  3,620,974            0 95,989,759

<PAGE>
<TABLE>
<CAPTION>
                                                                         22


                       ANNUAL REPORT OF   Allegheny Power Service Corporation

                             For the Year Ended   December 31, 1994


ANALYSIS OF BILLING

NONASSOCIATE COMPANIES
ACCOUNT 458

                                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.




                       TOTAL

    INSTRUCTION:  Provide a brief description of the services rendered to 
                  each nonassociate company:
</TABLE>
<PAGE>

                ANNUAL REPORT OF   Allegheny Power Service Corporation
                                                                           23
                         For the Year Ended    December 31, 1994

                                      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                     45,857,530     799,688  46,657,218
921 OFFICE SUPPLIES AND EXPENSES            4,370,493     116,334   4,486,827
922 ADMIN. EXP. TRANSFERRED - CREDIT       (1,039,182)          0  (1,039,182)
923 OUTSIDE SERVICES EMPLOYED               7,444,653   1,603,766   9,048,419
924 PROPERTY INSURANCE                          3,403           0       3,403
925 INJURIES AND DAMAGES                      383,973           0     383,973
926 EMPLOYEE PENSIONS AND BENEFITS          9,934,365     249,554  10,183,919
928 REGULATORY COMMISSION EXPENSE           1,039,182           0   1,039,182
930.1 GENERAL ADVERTISING EXPENSES                  0           0           0
930.2 MISCELLANEOUS GENERAL EXPENSES           39,051          44      39,095
931 RENTS                                  19,806,848     485,549  20,292,397
935 MAINTENANCE OF STRUCTURES AND EQUIP.    1,154,325      16,932   1,171,257
403 DEPRECIATION AND AMORTIZATION EXPENSE           0     155,146     155,146
408 TAXES OTHER THAN INCOME TAXES           3,373,829      95,680   3,469,509
409 INCOME TAXES                                    0     680,173     680,173
410 PROVISION FOR DEFERRED INCOME TAXES             0     857,044     857,044
411 PROV. FOR DEFERRED INCOME TAXES - CR.           0  (1,473,380) (1,473,380)
411.5 INVESTMENT TAX CREDIT                         0           0           0
421 MISCELLANEOUS INCOME                            0      (7,375)     (7,375)
426.1 DONATIONS                                   315           0         315
426   OTHER DEDUCTIONS                              0           2           2
427 INTEREST ON LONG-TERM DEBT                      0           0           0
431 OTHER INTEREST EXPENSE                          0      41,817      41,817
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    92,368,785   3,620,974  95,989,759
  COMPENSATION FOR USE OF EQUITY CAPITAL
430 INTEREST ON DEBT TO ASSOCIATE COMPANIES         0           0           0
                  TOTAL COST OF SERVICE    92,368,785   3,620,974  95,989,759
<PAGE>
<TABLE>
<CAPTION>
                ANNUAL REPORT OF   Allegheny Power Service Corporation     23A
 
                           For the Year Ended   December 31, 1994

                                        SCHEDULE XVI

                               ANALYSIS OF CHARGES FOR SERVICE
                            ASSOCIATE AND NONASSOCIATE COMPANIES

                                   NONASSOCIATE COMPANY CHARGES      TOTAL CHARGES FOR SERVICE
                                     DIRECT   INDIRECT            DIRECT     INDIRECT
     DESCRIPTION OF ITEMS            COST      COST     TOTAL     COST        COST        TOTAL
<S>                                                             <C>            <C>      <C>
920  SALARIES AND WAGES                                         45,857,530     799,688  46,657,218
921  OFFICE SUPPLIES AND EXPENSES                                4,370,493     116,334   4,486,827
922  ADMINISTRATIVE EXPENSE TRANSFERRED - CREDIT                (1,039,182)          0  (1,039,182)
923  OUTSIDE SERVICES EMPLOYED                                   7,444,653   1,603,766   9,048,419
924  PROPERTY INSURANCE                                              3,403           0       3,403
925  INJURIES AND DAMAGES                                          383,973           0     383,973
926  EMPLOYEE PENSIONS AND BENEFITS                              9,934,365     249,554  10,183,919
928  REGULATORY COMMISSION EXPENSE                               1,039,182           0   1,039,182
930.1 GENERAL ADVERTISING EXPENSES                                       0           0           0
930.2 MISCELLANEOUS GENERAL EXPENSES                                39,051          44      39,095
931  RENTS                                                      19,806,848     485,549  20,292,397
935  MAINTENANCE OF STRUCTURES AND EQUIP.                        1,154,325      16,932   1,171,257
403  DEPRECIATION AND AMORTIZATION EXPENSE                               0     155,146     155,146
408  TAXES OTHER THAN INCOME TAXES                               3,373,829      95,680   3,469,509
409  INCOME TAXES                                                        0     680,173     680,173
410  PROVISION FOR DEFERRED INCOME TAXES                                 0     857,044     857,044
411  PROV. FOR DEFERRED INCOME TAXES - CR.                               0  (1,473,380) (1,473,380)
411.5 INVESTMENT TAX CREDIT                                              0           0           0
421  MISCELLANEOUS INCOME                                                0      (7,375)     (7,375)
426.1 DONATIONS                                                        315           0         315
426   OTHER DEDUCTIONS                                                   0           2           2
427  INTEREST ON LONG-TERM DEBT                                          0           0           0
431  OTHER INTEREST EXPENSE                                              0      41,817      41,817
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                   92,368,785   3,620,974  95,989,759
      COMPENSATION FOR USE OF EQUITY CAPITAL
 430 INTEREST ON DEBT TO ASSOCIATE COMPANIES                             0           0           0
                        TOTAL COST OF SERVICE      0    0   0   92,368,785   3,620,974  95,989,759
</TABLE>
<PAGE>
               ANNUAL REPORT OF   Allegheny Power Service Corporation       24

                            For the Year Ended    December 31, 1994

                                     SCHEDULE XVII
 
                             SCHEDULE OF EXPENSE DISTRIBUTION
                                            BY
                              DEPARTMENT OR SERVICE FUNCTION

                                                                DEPARTMENT OR 
                                                              SERVICE FUNCTION
                                                                    FIELD:
                                                                     BPS
                                          TOTAL                     ADMIN-
     DESCRIPTION OF ITEMS                 AMOUNT     OVERHEAD       ISTRATIVE
920  SALARIES AND WAGES               46,657,218     118,434          695,215
921  OFFICE SUPPLIES AND EXPENSES      4,486,827      24,412            6,753
922  ADMINISTRATIVE EXPENSES 
     TRANSFERRED - CREDIT             (1,039,182)          0           (3,721)
923  OUTSIDE SERVICES EMPLOYED         9,048,419   1,564,167            4,040
924  PROPERTY INSURANCE                    3,403           0                0
925  INJURIES AND DAMAGES                383,973           0                0
926  EMPLOYEE PENSIONS AND BENEFITS   10,183,919      49,583          129,443
928  REGULATORY COMMISSION EXPENSE     1,039,182           0            3,721
930.1 GENERAL ADVERTISING EXPENSE              0           0                0
930.2 MISCELLANEOUS GENERAL EXPENSE       39,095           0                0
931  RENTS                            20,292,397     442,652           11,825
935  MAINTENANCE OF STRUCTURES 
       AND EQUIP.                      1,171,257          12                0
403  DEPRECIATION AND 
       AMORTIZATION EXP.                 155,146     155,146                0
408  TAXES OTHER THAN INCOME TAXES     3,469,509      49,257           46,217  
409  INCOME TAXES                        680,173     680,173                0
410  PROVISION FOR DEFERRED 
       INCOME TAXES                      857,044     857,044                0
411  PROV. FOR DEFERRED 
       INCOME TAXES - CR.             (1,473,380) (1,473,380)               0
411.5 INVESTMENT TAX CREDIT                    0           0                0 
426.1 DONATIONS                              315           0                0
426   OTHER DEDUCTIONS                         2           2                0
427  INTEREST ON LONG-TERM DEBT                0           0                0
430  INTEREST ON DEBT TO 
       ASSOCIATE COMPANIES                     0           0                0
431  OTHER INTEREST EXPENSE               41,817      41,817                0
INSTRUCTION: Indicate each department              
or service function.  (See Instruction             
01-3 General Structure of Accounting               
System:  Uniform System of Accounts.)              

               TOTAL EXPENSES          95,997,134   2,509,319         893,493
<PAGE>

               ANNUAL REPORT OF   Allegheny Power Service Corporation      24A

                         For the Year Ended  December 31, 1994

SCHEDULE XVII

SCHEDULE OF EXPENSE DISTRIBUTION
  BY
DEPARTMENT OR SERVICE FUNCTION

                                          DEPARTMENT OR SERVICE FUNCTION


                                     PROJECT                
     DESCRIPTION OF ITEMS            COST   PLANNING  ENGINEERING CONSTRUCTION
920  SALARIES AND WAGES              705,571   3,878,307 10,553,324  2,432,697
921  OFFICE SUPPLIES AND EXPENSES     49,219     332,146    894,199    352,908
922  ADMINISTRATIVE EXPENSES                   
     TRANSFERRED - CREDIT               (75)    (20,774)         0     (9,036)
923  OUTSIDE SERVICES EMPLOYED       509,100     216,386    415,450    107,922
924  PROPERTY INSURANCE                    0           0          0          0
925  INJURIES AND DAMAGES                  0           0          0          0
926  EMPLOYEE PENSIONS AND BENEFITS  169,640     841,564  2,221,693    520,849
928  REGULATORY COMMISSION EXPENSE        75      20,774          0      9,036
930.1 GENERAL ADVERTISING EXPENSE          0           0          0          0
930.2 MISCELLANEOUS GENERAL EXPENSE        0       2,022     16,455      2,125
931  RENTS                           797,173     599,871  2,033,670    369,599
935  MAINTENANCE OF STRUCTURES 
       AND EQUIP.                      5,033       5,551     27,251      4,798
403  DEPRECIATION AND 
       AMORTIZATION EXP.                   0           0          0          0
408  TAXES OTHER THAN INCOME TAXES    52,985     292,780    798,439    184,208 
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   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      2,288,721   6,168,627 16,960,481  3,975,106
<PAGE>

   ANNUAL REPORT OF   Allegheny Power Service Corporation              25
                                                  
             For the Year Ended   December 31, 1994

                          SCHEDULE XVII
 
                SCHEDULE OF EXPENSE DISTRIBUTION
                               BY
                 DEPARTMENT OR SERVICE FUNCTION

                        DEPARTMENT OR SERVICE FUNCTION
                                  CS ADMIN., INFOR. SERV. HEADQUARTERS:
                                  PERSONNEL, LEGAL, RISK        EXECUTIVE
                         RATES    PURCHASING, MGMT., FIN.          AND
   ACCOUNT                AND     PROCEDURES, PLNG., &           ADMINI-
   NUMBER   OPERATING ACCOUNTING  & SECURITY  CORP. DEV.         STRATION
   920      8,392,740  3,311,546   4,956,467   8,995,927          700,240
   921        969,019    164,430     417,363     805,377          104,888

   922        (56,099)  (823,641)          0    (125,372)               0
   923        497,493    307,532     186,545   5,178,955            1,416
   924              0          0           0       3,403                0
   925              0      3,016           0     380,957                0
   926      1,840,862    684,526   1,300,775   1,906,496          128,070
   928         56,099    823,641           0     125,372                0
   930.1            0          0           0           0                0
   930.2        3,370        250       2,100       1,273            1,500
   931      6,038,243    460,265     797,709   8,172,611           60,661

   935         12,499      5,291      20,031   1,075,688            1,626

   403              0          0           0           0                0
   408        627,719    247,231     371,370     678,620           30,953
   409              0          0           0           0                0

   410              0          0           0           0                0

   411              0          0           0           0                0
   411.5            0          0           0           0                0
   426.1            0          0         200           0                0
   426              0          0           0           0                0
   427              0          0           0           0                0

   430              0          0           0           0                0
   431              0          0           0           0                0
           18,381,945  5,184,087   8,052,560  27,199,307        1,029,354
<PAGE>

ANNUAL REPORT OF   Allegheny Power Service Corporation         25A
                                              
  For the Year Ended         December 31, 1994

                   SCHEDULE XVII

         SCHEDULE OF EXPENSE DISTRIBUTION
                        BY
          DEPARTMENT OR SERVICE FUNCTION

          DEPARTMENT OR SERVICE FUNCTION

                                                        EMPLOYEE &
           LEGAL                  RATES                  CUSTOMER &
ACCOUNT     AND       BULK         AND                     PUBLIC
NUMBER   SECRETARY   POWER     ACCOUNTING FINANCIAL      RELATIONS
920        478,732   285,761     213,111     614,120       325,026
921        133,384    48,735      18,507      99,524        65,963

922              0         0        (464)          0             0
923          5,027       189          23      21,767        32,407
924              0         0           0           0             0
925              0         0           0           0             0
926         89,742    50,435      51,711     136,691        61,839
928              0         0         464           0             0
930.1            0         0           0           0             0
930.2            0    10,000           0           0             0
931        224,087    44,406      43,030     121,682        74,913

935         13,060         0           0         417             0

403              0         0           0           0             0
408         22,119    12,472       9,185      27,805        18,149
409              0         0           0           0             0

410              0         0           0           0             0

411              0         0           0           0             0
411.5            0         0           0           0             0
426.1          105         0           0          10             0
426              0         0           0           0             0
427              0         0           0           0             0

430              0         0           0           0             0
431              0         0           0           0             0
           966,256   451,998     335,567   1,022,016       578,297
<PAGE>
                                                                         26

         ANNUAL REPORT OF  Allegheny Power Service Corporation
                   
                   For the Year Ended  December 31, 1994

                     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               682,831   1,955    680,876                   5
  Project Cost                 531,068   3,378    527,690                  27
  Planning                   3,896,787   1,245  3,895,542                  75
  Engineering               10,694,054   4,619 10,689,435                 195
  Construction               2,383,414     521  2,382,893                  61
  Operating                  8,522,932   1,238  8,521,694                 147
Rates and Accounting         3,321,874  19,863  3,302,011                  56
CS Administrative, Per-                                                   
  sonnel, Purchasing,                                                     
  Procedures, and Security   4,971,457          4,971,457                 114
Information Services,                                                     
  Legal, Risk Management,                                                 
  Financial Planning,
  and Corporate Development  9,027,945  54,802  8,973,143                 184

Headquarters:                                                             
Executive and Adminis-                                                    
  trative                      702,230  35,687    666,543                   3
Legal and Secretarial          480,224  35,693    444,531                   9
Bulk Power Supply              287,752     153    287,599                   2
Rates and Accounting           212,931     473    212,458                   1
Financial                      616,371  15,541    600,830                   6
Employee & Customer Rela-
  tions and Public Infor-                                                 
  mation                       325,348     835    324,513                   4
                                                                          
                    TOTAL   46,657,218 176,003 46,481,215                 889
<PAGE>

                                                                       27

      ANNUAL REPORT OF   Allegheny Power Service Corporation

                 For the Year Ended   December 31, 1994

                      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         415,074
                         Canonsburg, PA  15317

 American Software, Inc. P.O. Box 101593               NA          78,003
                         Atlanta, GA  30392              

 BMC Software, Inc.      Nationsbank Texas             NA          47,517
                         P.O. Box 840043
                         Dallas, TX  75284-0043

 Candle Corp.            P.O. Box 92278                NA         111,824
                         Chicago, IL  60675-2278

 Cincom Systems, Inc.    Department 405                NA         175,264
                         Cincinnati, OH  45296

 Computer Associates     P.O. Box 360355               NA         164,072
   International, Inc.   Pittsburgh, PA
                                      15251-6355

 Compuware Corporation   Drawer #64376                 NA         169,093
                          Detroit, MI  48264-0376

 Corporate Software,     P.O. Box 3514                 NA          66,792
   Inc.                  Boston, MA  02241
<PAGE>

                                                                      27A

      ANNUAL REPORT OF   Allegheny Power Service Corporation

                 For the Year Ended   December 31, 1994

                      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)

  Digital Equipment      P.O. Box 360566M              NA          27,784
    Corporation          Pittsburgh, PA  
                                      15251-6566

  International          P.O. Box 91945                NA       1,112,743
    Business Machines    Chicago, IL  60695

  Information Technology 777 Penn Ctr. Blvd.           NA         104,498
    Solutions, Inc.      Suite 600
                         Pittsburgh, PA
                                      15235-5906

  Integraph Corporation  P.O. Box 13700                NA          98,827
                         Newark, NJ  07188-0700

  KCS Computer Service,  777 Penn Center Blvd.         NA         370,172
    Inc.                 Suite 600
                         Pittsburgh, PA 
                                      15235-5906

  Legent Corporation     Department #1709              NA         103,942
                         Columbus, OH  43271-1709

  Lucas Management       P.O. Box 101514               NA          50,160
    Systems              Atlanta, GA  30392
<PAGE>

                                                                      27B

      ANNUAL REPORT OF   Allegheny Power Service Corporation

                 For the Year Ended   December 31, 1994

                      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)

  Manager Software       P.O. Box 5-0405               NA          38,842
    Product Inc.         Woburn, MA  01815-0405

  McGladrey & Pullen     445 Minnesota Street          NA          56,199
    National Info. Tech. St. Paul, MN  55101
    Consulting Corp.

  Montare International  15303 Dallas Parkway          NA         207,795
                         Suite 1060 LB 22
                         Dallas, TX  75248

  Must Software          P.O. Box 120228               NA         116,217
    International        Stanford, CT  
                                      06912-228

  S.A.S. Institute, Inc. P.O. Box 65505                NA          55,700
                         Charlotte, NC  28265

  Sterling Software, Inc.P.O. Box 73199                NA         151,130
                         Chicago, IL  60673

  Storage Technology     P.O. Box 14090                NA          26,883
    Corporation          Newark, NJ  07198
<PAGE>

                                                                      27C

      ANNUAL REPORT OF   Allegheny Power Service Corporation

                 For the Year Ended   December 31, 1994

                      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)

 Texas Instruments, Inc. P.O. Box 198645               NA         127,810
                         Atlanta, GA  30384-8645

 Miscellaneous - 106 vendors                           NA         456,973

                                                                4,333,314
Engineering Service:

  Putnam, Hayes, &       One Memorial Drive            NA          50,880
    Bartlett, Inc.       Cambridge, MA  02142

  Miscellaneous - 2 vendors                            NA           4,896
                                                                   55,776
Legal Service:

  Carter, Ledyard, &     2 Wall Street                 NA         106,724
    Milburn              New York, NY  10005

  Dolgin & Associates    Suite 800                     NA          80,976
                         7800 Forsyth Blvd.
                         St. Louis, MO  63105
<PAGE>
                                                                      27D

      ANNUAL REPORT OF   Allegheny Power Service Corporation

                 For the Year Ended   December 31, 1994

                       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: (continued)

  Squire, Sanders        4900 Society Center           NA          69,807
    & Dempsey            127 Public Square
                         Cleveland, OH  
                                      44114-1304
  Miscellaneous - 8 vendors                            NA           9,746

                                                                  267,253
Medical Service:

  Miscellaneous - 1 vendor                             NA             225

Rates Service:

  Miscellaneous - 1 vendor                             NA           3,795

Other Service:

  Antech Limited         One Triangle Drive            NA          30,587
                         Export, PA  15632

  Chester Environmental  P.O. Box 641421               NA          62,711
                         Pittsburgh, PA  
                                      15624-1421

  Putnam, Hayes, &       One Memorial Drive            NA         863,436
    Bartlett, Inc.       Cambridge, MA  02142
<PAGE>
                                                                      27E

      ANNUAL REPORT OF   Allegheny Power Service Corporation

                 For the Year Ended   December 31, 1994

                      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: (continued)

  SE Technologies, Inc.  98 Vanadium Road              NA         437,219
                         Bridgeville, PA  15017


  Miscellaneous - 94 vendors                           NA         302,336
                                                                1,696,289
West Penn Power Company Charges:                         

  Principally payroll, accounting,
  billing control, personnel, and
  general office services at cost                        
  for the field operation depart-
  ments.                                                A       2,691,767



                                                      Total     9,048,419
<PAGE>

                                                                      28

          ANNUAL REPORT OF   Allegheny Power Service Corporation

                   For the Year Ended   December 31, 1994

                      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                                            2,422,887
      Postretirement benefits other than pensions              2,673,825
      Corporate pension plan                                   2,747,340
      Savings plan expense                                     1,137,630
      Group life insurance                                       426,641
      Employee education assistance                              245,408
      Group dental                                               203,507
      Employee moving expense                                    121,512
      Home sale plan payments                                     64,780
      Long-term disability expense                                46,350
      Meal allowances                                             38,210
      Medical fees for employees                                  34,792
      Miscellaneous (5)                                           21,037

                                                    TOTAL     10,183,919
<PAGE>

                                                                      29

         ANNUAL REPORT OF   Allegheny Power Service Corporation

                  For the Year Ended   December 31, 1994

                      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, 1994
 
                     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                                      36,075
    Miscellaneous                                                   3,020
                                                          

                                                   TOTAL           39,095
<PAGE>

                                                                      31


         ANNUAL REPORT OF   Allegheny Power Service Corporation

                  For the Year Ended   December 31, 1994

                                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                        8,721,130
    Power control center equipment and space                   3,220,453
    Microwave and telecommunications equipment                 2,350,222
    Other office space                                         5,185,438
    Other office furniture and equipment                         637,803
    Miscellaneous                                                177,351
                                                             
                                                             
                                                             
                                                      TOTAL   20,292,397
<PAGE>

                                                                    32

         ANNUAL REPORT OF   Allegheny Power Service Corporation

                  For the Year Ended   December 31, 1994

                      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                                 152,380
        New York City commercial rent or occupancy tax          43,136
        New York City general occupation tax                     2,800
        Franchise tax                                            6,606

                                                            
    (2) U.S. Government Taxes:                              
                                                            
        FICA                                                 3,212,666
        Federal unemployment                                    51,921
                                                            

                                                     TOTAL   3,469,509

<PAGE>

                                                                     33


          ANNUAL REPORT OF   Allegheny Power Service Corporation

                  For the Year Ended   December 31, 1994

                                 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)                                              315



                                                        TOTAL       315

<PAGE>

                                                                       34

             ANNUAL REPORT OF   Allegheny Power Service Corporation

                     For the Year Ended   December 31, 1994

                               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, 1994

  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


CHAIRMAN AND CHIEF EXECUTIVE OFFICER      

   PRESIDENT AND CHIEF OPERATING 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

                  DIRECTOR, ENVIRONMENTAL SERVICES


            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, ENGINEERING STUDIES

                  MANAGER, RESEARCH AND DEVELOPMENT

<PAGE>

                                                                         36A  

           ANNUAL REPORT OF  Allegheny Power Service Corporation          
                                          
                                 ORGANIZATION CHART



PRESIDENT AND CHIEF OPERATING 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, 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

                        COORDINATOR, HUMAN RESOURCES
<PAGE>

                                                                     36B


           ANNUAL REPORT OF  Allegheny Power Service Corporation          
                                          
                                 ORGANIZATION CHART



PRESIDENT AND CHIEF OPERATING 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
            
            DIRECTOR, PROJECT COST


      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 OPERATING OFFICER (CONTINUED)

      VICE PRESIDENT (ADMINISTRATION)

            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

            DIRECTOR, HUMAN RESOURCES POLICY DEVELOPMENT

                  COORDINATOR, HUMAN RESOURCES

                  COORDINATOR, EQUAL EMPLOYMENT OPPORTUNITY

            DIRECTOR, SYSTEM SECURITY

            DIRECTOR, PUBLIC INFORMATION  


      VICE PRESIDENT (LEGAL AND REGULATORY)

            DIRECTOR, LEGAL SERVICES

            SECRETARY
<PAGE>
                                                                         36D


           ANNUAL REPORT OF  Allegheny Power Service Corporation          
                                          
                                 ORGANIZATION CHART


PRESIDENT AND CHIEF OPERATING OFFICER (CONTINUED)

      SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER

            DIRECTOR, FINANCIAL MANAGEMENT      

                  MANAGER, CORPORATE RISK MANAGEMENT

                  MANAGER, FINANCIAL PLANNING

            INVESTOR RELATIONS ADMINISTRATOR*


      VICE PRESIDENT AND TREASURER

            MANAGER, CORPORATE DEVELOPMENT

            ASSISTANT TREASURER

            INVESTOR RELATIONS ADMINSTRATOR*


      SENIOR VICE PRESIDENT (APSC) AND PRESIDENT (MP, PE & WPP)

            EXECUTIVE VICE PRESIDENT (PE)

            VICE PRESIDENT (MP)

            VICE PRESIDENT (WPP)

            VICE PRESIDENT (MP, PE & WPP)

                  VICE PRESIDENT, LEGAL SERVICES (MP & PE)

            EXECUTIVE DIRECTOR, CUSTOMER RELATIONS (MP, PE & WPP)

            EXECUTIVE DIRECTOR, ENGINEERING AND CONSTRUCTION (MP, PE & WPP)

            ASSISTANT TO THE PRESIDENT


* REPORTS TO SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER & VICE 
  PRESIDENT AND TREASURER.

  NOTE:  MONONGAHELA POWER COMPANY (MP), THE POTOMAC EDISON COMPANY (PE), 
         WEST PENN POWER COMPANY (WPP)
<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 and;

        (ii)  Service Company's Overhead Expenses.  Such expenses include, among
              others, costs of maintaining the corporate existence of Service
              Company; 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. 
        
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
         on the basis of the average of the prior three years' direct costs
         charged by the Service Company to each Operating Company and APS.  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.  

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) and cost of
     services rendered to Service Company 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, 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, 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



            None.

<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:                                      
                        (Signature of Signing Officer)



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


Date:  April 24, 1995

<TABLE> <S> <C>

<ARTICLE> OPUR2
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-START>                             JAN-01-1994
<PERIOD-END>                               DEC-31-1994
<EXCHANGE-RATE>                                      1
<BOOK-VALUE>                                  PER-BOOK
<NET-SERVICE-COMPANY-PROPERTY>               1,636,491
<TOTAL-INVESTMENTS>                             10,500
<TOTAL-CURRENT-ASSETS>                       7,129,263
<TOTAL-DEFERRED-DEBITS>                      2,322,563
<OTHER-ASSETS-AND-DEBITS>                            0
<TOTAL-ASSETS-AND-DEBITS>                   11,098,817
<TOTAL-PROPRIETARY-CAPITAL>                     50,000
<TOTAL-LONG-TERM-DEBT>                               0
<NOTES-PAYABLE>                                      0
<NOTES-PAYABLE-ASSOCIATE-COMP>                       0
<OTHER-CURR-AND-ACCRUED-LIAB>                9,846,057
<TOTAL-DEFERRED-CREDITS>                     1,202,760
<DEFERRED-INCOME-TAX>                                0
<TOT-LIABIL-AND-PROPRIET-CAP>               11,098,817
<SERVICES-ASSOCIATE-COMPANIES>              95,989,759
<SERVICES-NON-ASSOCIATE-COMP>                        0
<MISC-INCOME-OR-LOSS>                            7,375
<TOTAL-INCOME>                              95,997,134
<SALARIES-AND-WAGES>                        46,657,218
<EMPLOYEE-PENSION-AND-BENEFIT>              10,183,919
<OTHER-EXPENSES>                            39,155,997
<TOTAL-EXPENSES>                            95,997,134
<NET-INCOME>                                         0
<TOTAL-EXPENSES-DIRECT-COST>                92,368,785
<TOTAL-EXPENSES-INDIRECT-COST>               3,620,974
<TOT-EXP-DIRECT-AND-INDIRECT>               95,989,759
<PERSONNEL-END-OF-YEAR>                            889
        

</TABLE>


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