02-25164. Filings Under the Public Utility Holding Company Act of 1935, as Amended (“Act”)

September 27, 2002.

Notice is hereby given that the following filing has been made with the Commission pursuant to provisions of the Act and rules promulgated under the Act. All interested persons are referred to the application/declaration for a complete statements of the proposed transaction summarized below. The application/declaration is available for public inspection through the Commission's Branch of Public Reference.

Interested persons wishing to comment or request a hearing on the application/declaration should submit their views in writing by October 22, 2002, to the Secretary, Securities and Exchange Commission, Washington, DC 20549-0609, and serve a copy on the relevant applicant/declarant at the address specified below. Proof of service (by affidavit or, in the case of an attorney at law, by certificate) should be filed with the request. Any request for hearing should identify specifically the issues of facts or law that are disputed. A person who so requests will be notified of any hearing, if ordered, and will receive a copy of any notice or order issued in the matter. After October 22, 2002, the application/declaration, as filed or as amended, may be granted and/or permitted to become effective.

Allegheny Energy, Inc., et al. (70-7888)

Allegheny Energy, Inc. (“Allegheny”), 10435 Downsville Pike, Hagerstown, Maryland, a registered public utility holding company; its direct wholly owned public utility company subsidiaries Monongahela Power Company (“Monongahela Power”), 1310 Fairmont Avenue, Fairmont, West Virginia 26554, The Potomac Edison Company (“Potomac Edison”), 10435 Downsville Pike, Hagerstown, Maryland 21740 and West Penn Power Company (“West Penn”), 800 Cabin Hill Drive, Greensburg, Pennsylvania 15601; its indirect wholly owned public utility subsidiaries Mountaineer Gas Company (Mountaineer Gas”),^[1] 414 Summers Street, Charleston, West Virginia 25301 and Allegheny Generating Company (“AGC”),^[2] 10435 Downsville Pike, Hagerstown, Maryland 21740; and Allegheny Energy Service Corporation, (“AESC”), a direct service company subsidiary of Allegheny, 800 Cabin Hill Drive, Greensburg, Pennsylvania 15601 (collectively “Applicants”) have filed a post-effective amendment under sections 6, 7, 9(a)(1), 10, 12(d), 12(f) and 13 of the Act, and rules 45, 53 and 54 under the Act to their application-declaration originally filed under sections 6(a), 7, 9(a), 10 and 12(b) of the Act and rules 43, 45, 53 and 54 under the Act (“Application”).

By orders dated January 29, 1992 (HCAR No. 25462), February 28, 1992 (HCAR No. 25481), July 14, 1992 (HCAR No. 25581), November 5, 1993 (HCAR No. 25919), November 28, 1995 (HCAR No. 26418), April 18, 1996 (HCAR No. 26505), December 23, 1997 (HCAR No. 26804), May 19, 1999 (HCAR No. 27030), October 8, 1999 (HCAR No.27084), and December 17, 2001 (HCAR No. 27475) (“Prior Orders”), the Commission authorized, among other things, Allegheny, Monongahela, Potomac Edison, West Penn, AGC and AESC to establish and participate in a system money pool (“Money Pool”) and to issue short-term debt in the form of notes payable to banks (“Notes”) and commercial paper (“Commercial Paper”). The Prior Orders provide that Notes have a maturity of not more than 270 days after the date of issuance or renewal.

In this post-effective amendment, Applicants seek authorization, through December 31, 2005, for Mountaineer Gas to participate in the Money Pool and to expand the term for Notes issued in this file from 270 days to 364 days. Applicants are not seeking any other changes to the Money Pool agreement previously approved.

Applicants seek authority to add Mountaineer Gas to the Money Pool as a borrower and a lender, subject to the terms and conditions of the Money Pool agreement authorized in the Prior Orders. Applicants state Mountaineer Gas, like Monongahela, Potomac Edison, and West Penn, will use the proceeds of the borrowings from the Money Pool to operate its business as a natural gas utility, including the financing of construction and property acquisitions. Mountaineer's authority to issue short-term debt is limited to an aggregate amount not to exceed $100 million,^[3] which limit will apply to any borrowings from the Money Pool.

Applicants also seek to modify the Prior Orders to conform the Notes maturity to the general short-term debt maturity of 364 days.^[4] Applicants state the modification will allow Applicants to obtain bank financing consistent with the terms and documentation typically required by lending institutions, providing Applicants more ready access to bank financing or competitive rates and terms.

For the Commission, by the Division of Investment Management, pursuant to delegated authority.

Margaret H. McFarland,

Deputy Secretary.

Footnotes

1.  Mountaineer Gas is wholly owned by Monongahela.

2.  AGC is jointly owned by Monongahela (27%) and Allegheny Energy Supply Company, LLC (73%) both direct wholly owned public utility subsidiaries of Allegheny.

3.  HCAR 35-27210 (August 14, 2000) in SEC File No. 70-9625.

4.  Allegheny was authorized in SEC File No. 70-9897 (HCAR 27486, December 31, 2001) to issue short-term debt with a general maturity of not more than 364 days. Allegheny was specifically authorized to issue Notes and Commercial Paper with a maturity of not more that 270 days after the date of issuance or renewal. The Notes maturity was later extended to 364 days in HCAR 27521 (April 17, 2002).