ALLEGHENY POWER SERVICE CORP
U-13-60, 1996-04-30
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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, 1995 and Ending December 31, 1995



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 :

                                                   10435 Downsville Pike
Thomas  J.  Kloc,    Controller                    Hagerstown,  MD   21740-1766

(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>
<TABLE>
<CAPTION>
                                                                           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
                                                                 1995        1994
              SERVICE COMPANY PROPERTY

        <S>                                                    <C>         <C>
        101   Service company property (Schedule II)           1,749,831   2,320,097
        107   Construction work in progress (Schedule II)              0           0
                 Total Property                                1,749,831   2,320,097

        108   Less accumulated provision for depreciation
              and amortization of service company
              property (Schedule III)                            957,429     683,606
                 Net Service Company Property                    792,402   1,636,491

              INVESTMENTS

        123   Investments in associate companies
              (Schedule IV)                                            0           0
        124   Other investments (Schedule IV)                      8,699      10,500
                 Total Investments                                 8,699      10,500

              CURRENT AND ACCRUED ASSETS

        131   Cash                                                   640      24,697
        134   Special deposits                                         0           0
        135   Working funds                                       34,509      34,052
        136   Temporary cash investments (Schedule IV)                 0           0
        141   Notes receivable                                         0           0
        143   Accounts receivable                                866,586     455,758
        144   Accumulated provision of uncollectible
              accounts                                                 0           0
        146   Accounts receivable from associate
              companies (Schedule V)                          18,205,825   6,614,756
        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                                        995,886           0
        174   Miscellaneous current and accrued
              assets (Schedule VIII)                                   0           0
                 Total Current and Accrued Assets             20,103,446   7,129,263

              DEFERRED DEBITS

        181   Unamortized debt expense                                 0           0
        184   Clearing accounts                                      489         375
        186   Miscellaneous deferred debits (Schedule IX)         59,883      59,883
        188   Research, development, or demonstration
              expenditures (Schedule X)                                0           0
        190   Accumulated deferred income taxes                1,894,364   2,262,305
                 Total Deferred Debits                         1,954,736   2,322,563

                 TOTAL ASSETS AND OTHER DEBITS                22,859,283  11,098,817
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                         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

       <S>                                                     <C>         <C>
       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                               4,140,995   4,305,539
       233   Notes payable to associate
             companies (Schedule XIII)                              0           0
       234   Accounts payable to associate 
             companies (Schedule XIII)                         34,717       4,427
       236   Taxes accrued                                    539,780     971,938
       237   Interest accrued                                       0           0
       238   Dividends declared                                     0           0
       241   Tax collections payable                          206,407     186,867
       242   Miscellaneous current and accrued
             liabilities (Schedule XIII)                   17,191,079   4,377,286
                Total Current and Accrued Liabilities      22,112,978   9,846,057

             DEFERRED CREDITS

       253   Other deferred credits                           696,305   1,202,760
       255   Accumulated deferred investment tax credits            0           0
                Total Deferred Credits                        696,305   1,202,760

       282   ACCUMULATED DEFERRED INCOME TAXES                      0           0


                TOTAL LIABILITIES AND PROPRIETARY CAPITAL  22,859,283  11,098,817
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                           6

             ANNUAL REPORT OF   Allegheny Power Service Corporation

                      For the Year Ended   December 31, 1995

                      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                                 
            <S>                    <C>        <C>             <C>          <C>
            IMPROVEMENTS           836,368                                 836,368
                                                      
     307    EQUIPMENT         2/   784,934                    (606,243)    178,691
                                                      
     308    OFFICE FURNITURE                          
            AND EQUIPMENT          698,795    35,977                       734,772
                                                      
     309    AUTOMOBILES, OTHER                        
            VEHICLES AND                              
            RELATED GARAGE                            
            EQUIPMENT                                 
                                                      
     310    AIRCRAFT AND                              
            AIRPORT EQUIPMENT                         
                                                      
     311    OTHER SERVICE                             
            COMPANY PROPERTY  3/                      
                                                      
                   SUBTOTAL      2,320,097    35,977          (606,243)  1,749,831
                                                      
     107    CONSTRUCTION WORK                         
            IN PROGRESS                               
                                                      
                   TOTAL         2,320,097    35,977          (606,243)  1,749,831


         1/ PROVIDE AN EXPLANATION OF THOSE CHANGES CONSIDERED MATERIAL:

            Amortization of capitalized leases.
</TABLE>
<PAGE>

                                                                             7

        SCHEDULE II - CONTINUED



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

                                                                      BALANCE
                                                                     AT CLOSE
         SUBACCOUNT DESCRIPTION                           ADDITIONS   OF YEAR

         Capitalized lease for data processing equipment          0     52,317
         Communications equipment                                 0    126,374

                                                   TOTAL          0    178,691

        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, 1995

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         404,205   195,525                       599,730

  307    EQUIPMENT             39,825    11,935                        51,760

  308    OFFICE
         FURNITURE
         AND FIXTURES         239,576    66,363                       305,939

  309    AUTOMOBILES,
         OTHER VEHICLES
         AND RELATED
         GARAGE EQUIP.                                    

  310    AIRCRAFT AND
         AIRPORT
         EQUIPMENT                                        

  311    OTHER SERVICE
         COMPANY 
         PROPERTY                                         

               TOTAL          683,606   273,823                       957,429

      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, 1995

  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                               3,500         1,699


  ACCOUNT 136 - TEMPORARY CASH INVESTMENTS

     None.                                         


                                         TOTAL          10,500         8,699
<PAGE>

                                                                            10  
                                                                       
            ANNUAL REPORT OF   Allegheny Power Service Corporation

                     For the Year Ended   December 31, 1995

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                                          BEGINNING     CLOSE
                                                          OF YEAR     OF YEAR

    ACCOUNT 146 - ACCOUNTS RECEIVABLE FROM
                   ASSOCIATE COMPANIES

       Allegheny Power System, Inc.                        109,303      23,928
       Monongahela Power Company                         1,458,169   4,380,120
       The Potomac Edison Company                        1,575,984   5,271,554
       West Penn Power Company                           3,458,823   8,345,436
       Allegheny Generating Company                         11,663       5,223
       Allegheny Pittsburgh Coal Company                       814         620
       AYP Capital, Inc.                                         0     179,082
       Davis Power Project                                       0        (138)

                                              TOTAL      6,614,756  18,205,825


    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                     63,022      13,243       62,268     138,533
    DP equipment and software       1,569           0            0       1,569
    Printing expenses               1,033         351          772       2,156
    Engineering services                0           0            0           0
    Communication equipment             0           0            0           0
    Company vehicle expenses            0           0        3,991       3,991
    Other outside services              0         116        3,613       3,729
    Network subscription              211         127          862       1,200
      service                                                        

            TOTAL PAYMENTS         65,835      13,837       71,506     151,178
<PAGE>

                                                                       11

            ANNUAL REPORT OF   Allegheny Power Service Corporation

                   For the Year Ended   December 31, 1995

   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, 1995

 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, 1995


   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


   None.





                                            TOTAL           0           0
<PAGE>

                                                                       14
                                                                
          ANNUAL REPORT OF   Allegheny Power Service Corporation

                   For the Year Ended   December 31, 1995

     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


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




                                             TOTAL      59,883     59,883
<PAGE>


                                                                       15

          ANNUAL REPORT OF  Allegheny Power Service Corporation
                       
                 For the Year Ended   December 31, 1995


 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

 Storm Warning System                                              17,288
 Evaluation of Dist. Planning & Design Methods                      6,719
 Administrative - Area 1 - General R&D Support                     38,713
 Administrative - Area 2 - Generation Performance                  18,399
 Administrative - Area 3 - Generation Environmental                45,862
 Administrative - Area 4 - Transmission                            18,278
 Administrative - Area 5 - Distribution                            34,248
 Administrative - Area 6 - Utilization/Economic Development        35,476
 Administrative - Area 7 - System Operations and Analysis          14,329
 Administrative - Area 8 - Information Systems                     22,910
 Incipient System Voltage Collapse Ananlysis                        5,151
 Electric & Magnetic Fields - Research Scoping Study               30,145
 Electronic Voltage Diagnostic Unit Field Trial                    19,040
 DOE Developmental Fixed Bed Gasifier                              13,462
 Administrative - Area 9 - Alternate Energy                        24,628
 Dist. System Testing Applications, & Research Program             22,193
 Optical Current Transformers                                       8,264
 Demonstrate On-Line Carbon in Fly Ash Measurement System           7,723
 Evaluation of MIS Transformer Gas Analyzer                        15,500
 Advanced ANNSTLF, Host Utility Testing, Support & Enhance         17,425
 Techniques for Improving CEM Flow Measurement Accuracy             5,568
 Electric Vehicle Infrastructure Development                        5,444

 Miscellaneous (37 projects under $5,000 each)                     53,291


                                                     TOTAL        480,056
<PAGE>
<TABLE>
<CAPTION>


                                                                                                       16
                          ANNUAL REPORT OF   Allegheny Power Service Corporation

                                    For the Year Ended   December 31, 1995


    SCHEDULE XI - PROPRIETARY CAPITAL

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

     <S>              <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, 1995

SCHEDULE XII - LONG-TERM DEBT


    INSTRUCTIONS:  Advances from associate companies should be reported separately for advances on notes, an
                   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  MATURITY RATE     AUTHORIZED OF YEAR  ADDITIONS DEDUCTIONS 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, 1995

       SCHEDULE XIII - CURRENT AND ACCRUED LIABILITIES

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

                                                    BALANCE AT BALANCE AT
                               DESCRIPTION          BEGINNING     CLOSE
                                                     OF YEAR     OF YEAR

       ACCOUNT 233 -  NOTES PAYABLE TO ASSOCIATE
                      COMPANIES

         None.                                                  


                                             TOTAL

       ACCOUNT 234 -  ACCOUNTS PAYABLE TO ASSOCIATE
                      COMPANIES

       Allegheny Power System, Inc.                          0     20,973
       The Potomac Edison Company                          128      1,777
       West Penn Power Company                           4,218      6,065
       Monongahela Power Company                            81      5,902



                                             TOTAL       4,427     34,717

       ACCOUNT 242 -  MISCELLANEOUS CURRENT AND
                      ACCRUED LIABILITIES

       Employee benefits - pension plan              3,767,759  3,703,762
       Capital leases                                  609,527     52,317
       Restructuring Liability                               0 13,435,000

                                             TOTAL   4,377,286 17,191,079
<PAGE>


                                                                       19

       ANNUAL REPORT OF   Allegheny Power Service Corporation

                For the Year Ended   December 31, 1995


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.

                The System is undergoing a reorganization and
                reengineering process (restructuring) to simplify its
                management structure and to increase efficiency.  As a
                consequence of this process, approximately 200 employees,
                primarily in the Bulk Power Supply department, have been
                placed in a staffing force.  In January 1996, these
                employees were offered an option to resign immediately
                under a Voluntary Separation Program (VSP) or to remain
                employed subject to involuntary separation (layoff)
                after one year, if during that year they have not found
                other employment within the System.

                In 1995, the company recorded restructuring charges
                of $13.8 million, for the estimated liabilities
                related primarily to staffing force employees'
                involuntary separation costs.  Further separation costs
                for these employees will be recorded in 1996
                depending upon those employees who elect early
                separation under the VSP, which provides enhanced
                separation benefits.  Additional restructuring costs may
                be required as the restructuring process is completed for
                other departments.
<PAGE>

                                                                         20

          ANNUAL REPORT OF   Allegheny Power Service Corporation

                For the Year Ended   December 31, 1995


                                 SCHEDULE XV

                             STATEMENT OF INCOME

 ACCOUNT          DESCRIPTION                      CURRENT YEAR  PRIOR YEAR

          INCOME

 457      Services rendered to associate companies  113,851,035  95,989,759
 458      Services rendered to nonassociate
          companies                                           0           0
 421      Miscellaneous income or loss                    6,823       7,375

                                     Total Income   113,857,858  95,997,134

          EXPENSE

 920      Salaries and wages                         51,318,480  46,657,218
 921      Office supplies and expenses                4,819,360   4,486,827
 922      Administrative expense transferred - 
          credit                                       (359,873) (1,039,182)
 923      Outside services employed                  10,138,567   9,048,419
 924      Property insurance                              2,955       3,403
 925      Injuries and damages                           62,682     383,973
 926      Employee pensions and benefits             21,486,539  10,183,919
 928      Regulatory commission expense                 359,873   1,039,182
 930.1    General advertising expenses                        0           0
 930.2    Miscellaneous general expenses                145,048      39,095
 931      Rents                                      20,754,098  20,292,397
 932      Maintenance of structures and
          equipment                                   1,212,801   1,171,257
 403      Depreciation and amortization expense         273,823     155,146
 408      Taxes other than income taxes               3,762,280   3,469,509
 409      Income taxes                                 (539,582)    680,173
 410      Provision for deferred income taxes           598,467     857,044
 411      Provision for deferred income taxes -
          credit                                       (230,526) (1,473,380)
 411.5    Investment tax credit                               0           0
 426.1    Donations                                       1,385         315
 426      Other deductions                                   10           2
 427      Interest on long-term debt                          0           0
 431      Other interest expense                         51,471      41,817


                                     Total Expense  113,857,858  95,997,134

                              Net Income or (Loss)            0           0

<PAGE>

                                                                         21

             ANNUAL REPORT OF  Allegheny Power Service Corporation

                     For the Year Ended     December 31, 1995


 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       31,512,109  1,439,524            0  32,951,633
 The Potomac Edison Company      25,447,714  1,133,117            0  26,580,831
 West Penn Power Company         50,801,690  2,284,345            0  53,086,035
 Allegheny Power System, Inc.       361,886      9,300            0     371,186
 Allegheny Generating Company       137,792      1,958            0     139,750
 Allegheny Pittsburgh Coal Co.        8,749        490            0       9,239
 AYP Capital                        686,419     25,942            0     712,361


                      TOTAL     108,956,359  4,894,676            0 113,851,035
<PAGE>
<TABLE>
<CAPTION>
                                                                           22


                       ANNUAL REPORT OF   Allegheny Power Service Corporation

                             For the Year Ended   December 31, 1995


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>
<TABLE>
<CAPTION>


                                         ANNUAL REPORT OF    Allegheny Power Service Corporation                                23
                                                              
                                                   For the Year Ended    December 31, 1995

                 SCHEDULE XVI

          ANALYSIS OF CHARGES FOR SERVICE
          ASSOCIATE AND NONASSOCIATE COMPANIES

                                      ASSOCIATE                           NONASSOCIATE         TOTAL CHARGES 
                                     COMPANY CHARGES                      COMPANY CHARGES      FOR SERVICE
                                        DIRECT     INDIRECT               DIRECT INDIRECT         DIRECT     INDIRECT
      DESCRIPTION OF ITEMS               COST        COST       TOTAL      COST   COST   TOTAL    COST        COST        TOTAL


<S>   <C>                             <C>           <C>       <C>                              <C>            <C>       <C>
920   SALARIES AND WAGES              50,579,063    739,417   51,318,480                       50,579,063     739,417   51,318,480
921   OFFICE SUPPLIES AND EXPENSES     4,662,191    157,169    4,819,360                        4,662,191     157,169    4,819,360
922   ADMINISTRATIVE EXPENSES                                 
      TRANSFERRED - CREDIT              (359,873)         0     (359,873)                        (359,873)          0     (359,873)
923   OUTSIDE SERVICES EMPLOYED        7,866,664  2,271,903   10,138,567                        7,866,664   2,271,903   10,138,567
924   PROPERTY INSURANCE                   2,955          0        2,955                            2,955           0        2,955
925   INJURIES AND DAMAGES                62,682          0       62,682                           62,682           0       62,682
926   EMPLOYEE PENSIONS AND BENEFITS  20,828,592    657,947   21,486,539                       20,828,592     657,947   21,486,539
928   REGULATORY COMMISSION EXPENSE      359,873          0      359,873                          359,873           0      359,873
930.1 GENERAL ADVERTISING EXPENSES             0          0            0                                0           0            0
930.2 MISCELLANEOUS GENERAL EXPENSES     138,068      6,980      145,048                          138,068       6,980      145,048
931   RENTS                           20,129,784    624,314   20,754,098                       20,129,784     624,314   20,754,098
932   MAINTENANCE OF STRUCTURES AND                           
      EQUIPMENT                        1,182,479     30,322    1,212,801                        1,182,479      30,322    1,212,801
403   DEPRECIATION AND AMORTIZATION                           
      EXPENSE                                  0    273,823      273,823                                0     273,823      273,823
408   TAXES OTHER THAN INCOME TAXES    3,500,496    261,784    3,762,280                        3,500,496     261,784    3,762,280
409   INCOME TAXES                             0   (539,582)    (539,582)                               0    (539,582)    (539,582)
410   PROVISION FOR DEFERRED INCOME                           
      TAXES                                    0    598,467      598,467                                0     598,467      598,467
411   PROVISION FOR DEFERRED INCOME                           
      TAXES - CREDIT                           0   (230,526)    (230,526)                               0    (230,526)    (230,526)
411.5 INVESTMENT TAX CREDIT                    0          0            0                                0           0            0
421   MISCELLANEOUS INCOME                     0     (6,823)      (6,823)                               0      (6,823)      (6,823)
426.1 DONATIONS                            1,385          0        1,385                            1,385           0        1,385
426   OTHER DEDUCTIONS                         0         10           10                                0          10           10
427   INTEREST ON LONG-TERM DEBT               0          0            0                                0           0            0
431   OTHER INTEREST EXPENSE                   0     51,471       51,471                                0      51,471       51,471

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       108,954,359  4,896,676  113,851,035                      108,954,359   4,896,676  113,851,035
  COMPENSATION FOR USE OF EQUITY CAPITAL
430 INTEREST ON DEBT TO 
      ASSOCIATE COMPANIES                      0          0            0                                0           0            0
                TOTAL COST OF SERVICE108,954,359  4,896,676  113,851,035                      108,954,359   4,896,676  113,851,035
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                           ANNUAL REPORT OF     Allegheny Power Service Corporation                      24

                                                For the Year Ended       December 31, 1995

                     SCHEDULE XVII

                SCHEDULE OF EXPENSE DISTRIBUTION
                           BY
                DEPARTMENT OR SERVICE FUNCTION

                                                                DEPARTMENT OR SERVICE FUNCTION
                                                                 FIELD:    FIELD:    FIELD:    FIELD:    FIELD:     FIELD:
                                                                            BPS       BPS       BPS        BPS       BPS
                                            TOTAL                 BULK              PROJECT              ENGIN-   CONSTRUC-
          DESCRIPTION OF ITEMS             AMOUNT     OVERHEAD    POWER    ADMIN.     COST     PLANNING  EERING      TION
    <S>   <C>                             <C>           <C>      <C>       <C>     <C>       <C>       <C>        <C>
    920   SALARIES AND WAGES              51,318,480    303,241  323,792   823,402 1,189,876 4,278,656 10,689,037 2,779,216
    921   OFFICE SUPPLIES AND EXPENSES     4,819,360     95,953   49,691     7,111    46,988   334,657    756,534   458,350
    922   ADMINISTRATIVE EXPENSES        
          TRANSFERRED - CREDIT              (359,873)         0        0         0         0         0       (755)        0
    923   OUTSIDE SERVICES EMPLOYED       10,138,567  2,232,267       71   448,530   394,968   289,984    418,212    46,848
    924   PROPERTY INSURANCE                   2,955          0        0         0         0         0          0         0
    925   INJURIES AND DAMAGES                62,682          0        0         0         0         0          0         0
    926   EMPLOYEE PENSIONS AND BENEFITS  21,486,539 14,040,314   24,459   100,332   227,004   605,998  1,559,212   465,966
    928   REGULATORY COMMISSION EXPENSE      359,873          0        0         0         0         0        755         0
    930.1 GENERAL ADVERTISING EXPENSE              0          0        0         0         0         0          0         0
    930.2 MISCELLANEOUS GENERAL EXPENSE      145,048      4,718        0         0         0     3,022     17,328    32,500
    931   RENTS                           20,754,098    599,600   43,548    14,123   221,694   684,970  2,096,084   381,714
    935   MAINTENANCE OF STRUCTURES AND                                0
          EQUIPMENT                        1,212,801      9,672      235         0     3,152     4,967     20,367     4,713
    403   DEPRECIATION AND AMORTIZATION  
          EXPENSE                            273,823    273,823        0         0         0         0          0         0
    408   TAXES OTHER THAN INCOME TAXES    3,762,280    236,093   12,558    50,262    85,667   303,377    766,160   200,240
    409   INCOME TAXES                      (539,582)  (539,582)       0         0         0         0          0         0
    410   PROVISION FOR DEFERRED INCOME                                                                 
          TAXES                              598,467    598,467        0         0         0         0          0         0
    411   PROVISION FOR DEFERRED INCOME                                                                 
          TAXES - CREDIT                    (230,526)  (230,526)       0         0         0         0          0         0
    411.5 INVESTMENT TAX CREDIT                    0          0        0         0         0         0          0         0
    426.1 DONATIONS                            1,385          0        0         0         0         0          0         0
    426   OTHER DEDUCTIONS                        10         10        0         0         0         0          0         0
    427   INTEREST ON LONG-TERM DEBT               0          0        0         0         0         0          0         0
    430   INTEREST ON DEBT TO ASSOCIATE  
          COMPANIES                                0          0        0         0         0         0          0         0
    431   OTHER INTEREST EXPENSE              51,471     51,471        0         0         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     113,857,858 17,675,521  454,354 1,443,760 2,169,349 6,505,631 16,322,934 4,369,547
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                           ANNUAL REPORT OF         Allegheny Power Service Corporation                                         25

                                      For the Year Ended           December 31, 1995

   SCHEDULE XVII

   SCHEDULE OF EXPENSE DISTRIBUTION
      BY
   DEPARTMENT OR SERVICE FUNCTION

           DEPARTMENT OR SERVICE FUNCTION
              FIELD:     FIELD: CS:      FIELD:       FIELD: CS:        HQ:          HQ:          HQ:          HQ:         HQ:
                        ADMIN., HR         CS       INFO SVC, LEG.   EXECUTIVE                                         EMPLOYEE &
                        PURCHASING,       RATES      RISK MGMT.,        AND         LEGAL         RATES                CUSTOMER &
   ACCOUNT      BPS     PROCEDURES,        AND       FIN MGMT, &      ADMINI-        AND           AND                   PUBLIC
   NUMBER    OPERATING  & SECURITY     ACCOUNTING      CORP DEV      STRATION     SECRETARY    ACCOUNTING   FINANCIAL   RELATIONS
   <S>        <C>         <C>             <C>            <C>          <C>            <C>          <C>         <C>          <C>
   920        8,468,755   5,047,254       3,364,760      9,717,447    1,050,683      591,971      199,000     716,808      356,354
   921          904,964     403,353         192,131      1,021,649      108,613      140,980       21,324     103,817       60,866

   922          (23,519)          0        (277,871)       (58,192)           0            0          464           0            0
   923          482,830     271,806         289,166      5,025,027       51,038        2,407            0      27,235       30,668
   924                0           0               0          2,955            0            0            0           0            0
   925                0           0           3,518         59,164            0            0            0           0            0
   926        1,273,242     738,770         479,134      1,404,526       78,585       48,199       34,575      97,969       56,447
   928           23,519           0         277,871         58,192            0            0         (464)          0            0
   930.1              0           0               0              0            0            0            0           0            0
   930.2          2,720       5,490             250          5,145        3,875            0            0           0       70,000
   931        6,386,670     866,512         506,898      8,431,722       87,095      203,189       38,104     114,312       76,291
   935           11,637       6,826           4,388      1,130,524          591       14,812            0         619          299

   403                0           0               0              0            0            0            0           0            0
   408                0     357,109         239,769        694,555       39,843       23,198        7,705      29,962       18,102
   409          604,466           0               0              0            0            0            0           0            0

   410                0           0               0              0            0            0            0           0            0

   411                0           0               0              0            0            0            0           0            0
   411.5              0           0               0              0            0            0            0           0            0
   426.1              0         250               0              0            0          135            0       1,000            0
   426                0           0               0              0            0            0            0           0            0
   427                0           0               0              0            0            0            0           0            0

   430                0           0               0              0            0            0            0           0            0
   431                0           0               0              0            0            0            0           0            0
             18,135,284   7,697,370       5,080,014     27,492,714    1,420,323    1,024,891      300,708   1,091,722      669,027

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                         ANNUAL REPORT OF     Allegheny Power Service Corporation                          25A
                                                   
                                 For the Year Ended       December 31, 1995

   SCHEDULE XVII

   SCHEDULE OF EXPENSE DISTRIBUTION
      BY
   DEPARTMENT OR SERVICE FUNCTION

           DEPARTMENT OR SERVICE FUNCTION
           OU: ADMIN.  OU: ADMIN.                 OU:
           PRESIDENT,   ASSISTANT             ENGINEERING
   ACCOUNT OPERATING     TO THE        OU:        AND
   NUMBER     UNITS     PRESIDENT   MARKETING CONSTRUCTION
   <S>        <C>           <C>       <C>         <C>
   920        577,827                 352,368     488,033
   921         80,303          710     19,596      11,770

   922              0            0          0           0
   923         55,807       62,812      3,364       5,527
   924              0            0          0           0
   925              0            0          0           0
   926        100,857                  43,055     107,895
   928              0            0          0           0
   930.1            0            0          0           0
   930.2            0            0          0           0
   931              0            0      1,572           0
   935

   403              0            0
   408         37,824                  21,050      34,340
   409              0            0          0           0

   410              0            0          0           0

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

   430              0            0          0           0
   431              0            0          0           0
              852,618       63,522    441,005     647,565
</TABLE>
<PAGE>



                                                                          26

         ANNUAL REPORT OF   Allegheny Power Service Corporation
                    
                    For the Year Ended  December 31, 1995

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

Bulk Power Supply:
  Administrative                824,888            824,888                    5
  Project Cost                1,207,081          1,207,081                   28
  Planning                    4,300,295          4,300,295                   79
  Engineering                10,717,143   4,351 10,712,792                  193
  Construction                2,802,312          2,802,312                   38
  Operating                   8,493,799          8,493,799                  143

Central Services:
  CS Administrative, Per-                                                  
  sonnel, Purchasing,                                                      
  Procedures, and Security    4,865,301          4,865,301                  118
  Rates and Accounting        3,375,204  29,030  3,346,174                   61
  Information Services,                                                    
  Legal, Financial Management,                                               
  Financial Planning, Risk
  Mamagement, Corporate 
  Development                 9,766,048  26,404  9,739,644                  185
Staffing Force                  192,763      23    192,740                    6

Headquarters:                                                              
Executive and Adminis-                                                     
  trative                     1,089,102  24,393  1,064,709                    5
Legal and Secretarial           598,425  22,530    575,895                   10
Bulk Power Supply               329,671      77    329,594                    2
Rates and Accounting            201,798   1,103    200,695                    1
Financial                       725,256  12,505    712,751                    6
Employee & Customer Rela-
  tions and Public Infor-                                                  
  mation                        360,511     797    359,714                    4
                                                                           
Field Operations:
Operating Units:
  President, Operating Units    598,089      42    598,047                    5
  Marketing                     362,499            362,499                   11
  Engineering & Construction    508,295            508,295                    6

                                                                           
                                                                           
                     TOTAL   51,318,480 121,255 51,197,225                  906
<PAGE>


                                                                         27

      ANNUAL REPORT OF     Allegheny Power Service Corporation

                 For the Year Ended     December 31, 1995

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         642,273
                           Canonsburg, PA  15317

  ABB Systems Control Co.  c/o First Chicago Bank        NA         101,390
                           P.O. Box 73367
                           Chicago, IL  60673-7367

  American Management      P.O. Box 4725                 NA         118,016
     Systems               Buffalo, NY  14240-4725

  American Software, Inc.  P.O. Box 101593               NA          37,637
                           Atlanta, GA  30392              

  BGS Systems Inc.         P.O. Box 8500 (S-1480)        NA         103,000
                           Philadelphia, PA  
                                        19178-1480

  BMC Software, Inc.       Nationsbank Texas             NA          91,782
                           P.O. Box 840043
                           Dallas, TX  75284-0043

  Candle Corp.             P.O. Box 92278                NA         151,212
                           Chicago, IL  60675-2278

  Cincom Systems, Inc.     Department 405                NA         193,622
                           Cincinnati, OH  45296
<PAGE>
                                                                        27A


      ANNUAL REPORT OF     Allegheny Power Service Corporation

                 For the Year Ended     December 31, 1995

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)

  Computer Associates      P.O. Box 360355               NA         196,042
    International, Inc.    Pittsburgh, PA
                                        15251-6355

  Compuware Corporation    Drawer #64376                 NA         107,757
                           Detroit, MI  48264-0376

  Digital Equipment        P.O. Box 360566M              NA          35,232
    Corporation            Pittsburgh, PA  
                                        15251-6566

  Hitachi Data Systems     P.O. Box 99257                NA          27,558
                           Chicago, IL  60693

  International            P.O. Box 91945                NA       1,243,667
    Business Machines      Chicago, IL  60695

  INACOM-North Central     P.O. Box 8500 (41835)         NA          34,193
     Reg.                  Philadelphia, PA  19178

  Information Management   STE 500                       NA         129,610
                           26750 US Highway 19 N.
                           Clearwater, FL  34621

  Information Technology   777 Penn Ctr. Blvd.           NA          29,059
    Solutions, Inc.        Suite 600
                           Pittsburgh, PA
                                        15235-5906
<PAGE>

                                                                        27B



      ANNUAL REPORT OF     Allegheny Power Service Corporation

                 For the Year Ended     December 31, 1995

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)

  Integraph Corporation    P.O. Box 13700                NA          94,513
                           Newark, NJ  07188-0700

  KCS Computer Service,    777 Penn Center Blvd.         NA         200,143
    Inc.                   Suite 600
                           Pittsburgh, PA 
                                        15235-5906

  Legent Corporation       Department #1709              NA          61,488
                           Columbus, OH  43271-1709

  M&I Data Services Inc.   Bin 440                       NA          29,250
                           Milwaukee, WI 53288-0440

  Montare International    15303 Dallas Parkway          NA          69,147
                           Suite 1060 LB 22
                           Dallas, TX  75248

  Passage Systems Inc.     10596 N. Tantau Ave.          NA         102,077
                           Cupertino, CA  95014

  Platinum Technology      Dept. 77-2604                 NA          39,032
                           Chicago, IL  60678-2604

  Protellicess             STE 460                       NA          28,766
                           429 Santa Monica Blvd.
                           Santa Monica, CA  90401
<PAGE>

                                                                        27C

      ANNUAL REPORT OF     Allegheny Power Service Corporation

                 For the Year Ended     December 31, 1995


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)

  Schuchert & Associates   9665 S. Tayside Drive         NA          71,955
                           South Jordan, UT  84095

  Sterling Software, Inc.  P.O. Box 73199                NA         116,911
                           Chicago, IL  60673

  Stream International      P.O. Box 3514                NA          55,976
     Inc.                   Boston, MA  02241

  Sybase Inc.              P.O. Box 60000                NA          43,147
                           San Francisco, CA  94160

  Texas Instruments, Inc.  P.O. Box 198645               NA         124,659
                           Atlanta, GA  30384-8645

  Thomson Software         P.O. Box 120228               NA          25,478
     International         Stamford, CT  06912-0228

  Trinzic Corp.            P.O. Box 44198                NA          27,247
                           San Francisco, CA  94144

  Usconnect Pittsburgh     STE 625                       NA          37,109
                           2100 Wharton Street
                           Pittsburgh, PA  15203
<PAGE>

                                                                        27D

      ANNUAL REPORT OF     Allegheny Power Service Corporation

                 For the Year Ended     December 31, 1995

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)

  Utilities International  2860 River Road               NA          69,908
                           Suite 375
                           Des Plaines, IL  60018

  Miscellaneous - 105 vendors                            NA         526,538

                                                                  4,965,394
Engineering Service:

  Miscellaneous - 4 vendors                              NA          28,984
                                                                     28,984
Legal Service:

  Carter, Ledyard, &       2 Wall Street                 NA          95,720
    Milburn                New York, NY  10005

  Dolgin & Associates      Suite 800                     NA          88,569
                           7800 Forsyth Blvd.
                           St. Louis, MO  63105

  Miscellaneous - 2 vendors                              NA           9,105
                                                                    193,394

Medical Service:

  Miscellaneous - 1 vendor                               NA             320

<PAGE>

                                                                        27E

      ANNUAL REPORT OF     Allegheny Power Service Corporation

                 For the Year Ended     December 31, 1995

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: 

  Antech Limited           One Triangle Drive            NA          84,761
                           Export, PA  15632

  Brissenden McFarland     721 Rt. 202-206               NA          48,693
                           Bridgewater, NJ  08807

  Heidrick & Struggles     P.O. Box 92227                NA          49,101
     Inc.                  Chicago, IL  60675-4510

  Levitan & Associates     99 Summer Street              NA          35,706
     Inc.                   STE 1720
                            Boston, MA  02110

  ManPower Inc.            Box 68-6003                   NA          40,657
                           Milwaukee, WI  53267

  Metzler & Associates     520 Lake Cook Road            NA         506,749
                           Deerfield, IL  60015

  New Harbor Inc.          12th Floor                    NA         161,104
                           885 Third Avenue
                           New York, NY  10022

  Ohio Edison Co.          76 S. Main Street             NA          31,979
                           Akron, OH  44308
<PAGE>


                                                                        27F

      ANNUAL REPORT OF     Allegheny Power Service Corporation

                 For the Year Ended     December 31, 1995

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
                           ADDRESS                    ASSOCIATE    AMOUNT

Other Service: (continued)

  Putnam Hayes &           One Memorial Drive            NA          33,481
     Bartlett              Cambridge, MA  02142

  SE Technologies, Inc.    98 Vanadium Road              NA         267,369
                           Bridgeville, PA  15017

  Spectrum Technology      3421 US Highway 22            NA          32,333
     Group                 Somerville, NJ 08876-9951

  Towers Perrin            P.O. Box 8500 (S-6110)        NA          55,533
                           Philadelphia, PA  19178

  Miscellaneous - 93 vendors                             NA         210,757
                                                                  1,158,165
West Penn Power Company Charges:                           

  Principally payroll, accounting,
  billing control, personnel, and
  general office services at cost                          
  for the field operation depart-
  ments.                                                  A       3,392,252


                                                        Total    10,138,567
<PAGE>


                                                                      28

          ANNUAL REPORT OF   Allegheny Power Service Corporation

                   For the Year Ended   December 31, 1995

      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                                            2,414,976
      Restructuring Charges                                   13,435,000
      Postretirement benefits other than pensions              2,567,000
      Corporate pension plan                                     587,179
      Savings plan expense                                     1,269,967
      Group life insurance                                       465,139
      Employee education assistance                              124,914
      Group dental                                               209,309
      Employee moving expense                                    299,694
      Home sale plan payments                                     68,814
      Miscellaneous (7)                                           44,547


                                                    TOTAL     21,486,539
<PAGE>


                                                                      29

         ANNUAL REPORT OF   Allegheny Power Service Corporation

                  For the Year Ended   December 31, 1995

    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, 1995

    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                                     134,080
    Miscellaneous                                                  10,968
                                                          
                                                          

                                                   TOTAL          145,048
<PAGE>


                                                                      31
 

         ANNUAL REPORT OF   Allegheny Power Service Corporation

                  For the Year Ended   December 31, 1995

    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                        7,855,950
    Power control center equipment and space                   3,666,649
    Microwave and telecommunications equipment                 2,510,665
    Other office space                                         6,041,697
    Other office furniture and equipment                         455,744
    Miscellaneous                                                223,393
                                                             
                                                             

                                                      TOTAL   20,754,098
<PAGE>


                                                                    32

         ANNUAL REPORT OF   Allegheny Power Service Corporation

                  For the Year Ended   December 31, 1995

    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                                 151,545
        New York City commercial rent or occupancy tax          42,748
        New York City general occupation tax                     7,268
        Franchise tax                                            5,045
        State gross premium                                        234
        B & O Utility Op Inc                                    50,971

                                                            
    (2) U.S. Government Taxes:                              
                                                            
        FICA                                                 3,449,631
        Federal unemployment                                    53,044
        Other than federal                                       1,794



                                                     TOTAL   3,762,280
<PAGE>


                                                                     33


          ANNUAL REPORT OF   Allegheny Power Service Corporation

                  For the Year Ended   December 31, 1995

     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 (7)                                            1,385




                                                        TOTAL     1,385
<PAGE>

                                                                       34

             ANNUAL REPORT OF   Allegheny Power Service Corporation

                     For the Year Ended   December 31, 1995

      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


      Miscellaneous (1)                                                10




                                                     TOTAL             10
<PAGE>


                                                                       35

      ANNUAL REPORT OF   Allegheny Power Service Corporation

                 For the Year Ended   December 31, 1995

  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.


  See notes on page 19, Schedule XIV.
<PAGE>
                                                                           36
                                                                                
                ANNUAL REPORT OF  Allegheny Power Service Corporation          
                                                        
                                 ORGANIZATION CHART


CHAIRMAN AND CHIEF EXECUTIVE OFFICER                    

   PRESIDENT AND CHIEF OPERATING OFFICER

                VICE PRESIDENT, GOVERNMENTAL AFFAIRS

                        DIRECTOR, STATE GOVERNMENTAL RELATIONS


        SENIOR VICE PRESIDENT (BULK POWER)

                VICE PRESIDENT, PLANNING AND COMPLIANCE BUSINESS UNIT

                        DIRECTOR, PLANNING AND COMPLIANCE 

                        DIRECTOR, PLANNING AND COMPLIANCE

                VICE PRESIDENT, TRANSMISSION BUSINESS UNIT

                        DIRECTOR, TRANSMISSION PROJECTS

                        DIRECTOR, TRANSMISSION PROJECTS
                        
                        DIRECTOR, TRANSMISSION PROJECTS

                        DIRECTOR, TRANSMISSION MARKETING

                        DIRECTOR, OPERATIONS

                VICE PRESIDENT, GENERATION BUSINESS UNIT

                        DIRECTOR, GENERATION PROJECTS

                        DIRECTOR, GENERATION PROJECTS

                        DIRECTOR, GENERATION PROJECTS

                        DIRECTOR, FUEL PROCUREMENT

                        DIRECTOR, OPERATIONS

                        DIRECTOR, GENERATION MARKETING
<PAGE>

                                                                         36A    

              ANNUAL REPORT OF  Allegheny Power Service Corporation          
                                                        
                             ORGANIZATION CHART


PRESIDENT AND CHIEF OPERATING OFFICER (CONTINUED)


        VICE PRESIDENT (ACCOUNTING AND RATES)

                ASSISTANT CONTROLLER (APSC) AND DIRECTOR, ACCOUNTING STUDIES

                CONTROLLER

                        MANAGER, ACCOUNTING SERVICES

                        MANAGER, SYSTEM TAXES

                DIRECTOR, RATES

                        MANAGER, RATE ANALYSIS

                        MANAGER, RATE STUDIES

                DIRECTOR, SYSTEM INTERNAL AUDITS

                        MANAGER, EDP INTERNAL AUDITS

                        MANAGER, INTERNAL AUDITS (GREENSBURG)

                        MANAGER, INTERNAL AUDITS (FAIRMONT)

                        MANAGER, INTERNAL AUDITS (HAGERSTOWN)


        VICE PRESIDENT (ADMINISTRATION)

                EXECUTIVE DIRECTOR, CENTRAL SERVICES

                        COORDINATOR, ELECTRONIC COMMERCE

                        MANAGER, PROCEDURES AND EDP METHODS

                        MANAGER, PURCHASING

                        DIRECTOR, INFORMATION SERVICES

                                MANAGER, EDP OPERATIONS

                                MANAGER, EDP USER SUPPORT AND R&D
<PAGE>
                                                                        36B

             ANNUAL REPORT OF  Allegheny Power Service Corporation          
                                                        
                            ORGANIZATION CHART



PRESIDENT AND CHIEF OPERATING OFFICER (CONTINUED)

   VICE PRESIDENT (ADMINISTRATION) (CONTINUED)

           EXECUTIVE DIRECTOR, CENTRAL SERVICES (CONTINUED)

                DIRECTOR, INFORMATION SERVICES (CONTINUED)

                     MANAGER, TECHNICAL INFORMATION SERVICES AND NETWORK SUPPORT

                     MANAGER, APPLICATIONS DEVELOPMENT AND SUPPORT

                DIRECTOR, HUMAN RESOURCES 

                        HUMAN RESOURCES POLICY DIRECTOR (1)

                        MANAGER, HUMAN RESOURCES

                        MANAGER, HUMAN RESOURCES

                DIRECTOR, SYSTEM SECURITY

                DIRECTOR, PUBLIC INFORMATION            


        VICE PRESIDENT (LEGAL)

                VICE PRESIDENT, LEGAL SERVICES

                        MANAGER, CLAIMS

                DIRECTOR, LEGAL SERVICES

                SECRETARY
<PAGE>

                                                                           36C

                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 (2)

        VICE PRESIDENT AND TREASURER

                MANAGER, CORPORATE DEVELOPMENT

                ASSISTANT TREASURER

                INVESTOR RELATIONS ADMINSTRATOR (2)


        SENIOR VICE PRESIDENT (OPERATING UNITS)

                VICE PRESIDENT, CORPORATE AFFAIRS

                VICE PRESIDENT, CORPORATE AFFAIRS

                VICE PRESIDENT, MARKETING 

                        MANAGER, MAJOR ACCOUNTS
                        
                        COORDINATOR, CUSTOMER RELATIONS                

                DIRECTOR, ENGINEERING AND CONSTRUCTION 




NOTE:  THIS ORGANIZATIONAL CHART REFLECTS ONLY SERVICE COMPANY POSITIONS. 
       IT DOES NOT INCLUDE OPERATING COMPANY POSITIONS WHICH ARE DIRECTED BY 
       THE SERVICE COMPANY.

(1) REPORTS TO VICE PRESIDENT ADMINISTRATION AND DIRECTOR, HUMAN RESOURCES.

(2) REPORTS TO SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER & VICE 
    PRESIDENT AND TREASURER.
<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:    THOMAS J. KLOC                                  
                        (Signature of Signing Officer)



                    
                        Thomas J. Kloc, Controller        
               (Printed Name and Title of Signing Officer)


Date:  April 29, 1996















<PAGE>

<TABLE> <S> <C>

<ARTICLE> OPUR2
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<EXCHANGE-RATE>                                      1
<BOOK-VALUE>                                  PER-BOOK
<NET-SERVICE-COMPANY-PROPERTY>                 792,402
<TOTAL-INVESTMENTS>                              8,699
<TOTAL-CURRENT-ASSETS>                      20,103,446
<TOTAL-DEFERRED-DEBITS>                      1,954,736
<OTHER-ASSETS-AND-DEBITS>                            0
<TOTAL-ASSETS-AND-DEBITS>                   22,859,283
<TOTAL-PROPRIETARY-CAPITAL>                     50,000
<TOTAL-LONG-TERM-DEBT>                               0
<NOTES-PAYABLE>                                      0
<NOTES-PAYABLE-ASSOCIATE-COMP>                       0
<OTHER-CURR-AND-ACCRUED-LIAB>               22,112,978
<TOTAL-DEFERRED-CREDITS>                       696,305
<DEFERRED-INCOME-TAX>                                0
<TOT-LIABIL-AND-PROPRIET-CAP>               22,859,283
<SERVICES-ASSOCIATE-COMPANIES>             113,851,035
<SERVICES-NON-ASSOCIATE-COMP>                        0
<MISC-INCOME-OR-LOSS>                            6,823
<TOTAL-INCOME>                             113,857,858
<SALARIES-AND-WAGES>                        51,318,480
<EMPLOYEE-PENSION-AND-BENEFIT>              21,486,539
<OTHER-EXPENSES>                            41,052,839
<TOTAL-EXPENSES>                           113,857,858
<NET-INCOME>                                         0
<TOTAL-EXPENSES-DIRECT-COST>               108,956,359
<TOTAL-EXPENSES-INDIRECT-COST>               4,894,676
<TOT-EXP-DIRECT-AND-INDIRECT>              113,851,035
<PERSONNEL-END-OF-YEAR>                            906
        

</TABLE>


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