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###### Securities and Exchange Commission

          - [Release No. 35-27181]

Notice is hereby given that the following filing(s) has/have 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(s) and/or declaration(s) for complete statements of the proposed transaction(s) summarized below. The application(s) and/or declaration(s) and any amendment(s) is/are available for public inspection through the Commission's Branch of Public Reference.

Interested persons wishing to comment or request a hearing on the application(s) and/or declaration(s) should submit their views in writing by June 27, 2000, to the Secretary, Securities and Exchange Commission, Washington, DC 20549-0609, and serve a copy on the relevant applicant(s) and/or declarant(s) at the address(es) 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 June 27, 2000, the application(s) and/or declaration(s), as filed or as amended, may be granted and/or permitted to become effective.

## Allegheny Energy, Inc., et al. (70-9677)

                    Allegheny Energy, Inc. (“Allegheny”), a registered holding company, its subsidiary service company, Allegheny Energy Service Corporation (“Service”), one of its electric utility subsidiary companies, The Potomac Edison Company, and a nonutility subsidiary company, Allegheny Ventures, Inc., all located at 10435 Downsville Pike, Hagerstown, Maryland 21740, and Allegheny's other utility subsidiary companies, West Penn Power Company, 800 Cabin Hill Drive, Greensburg, Pennsylvania 15601, Monongahela Power Company, 1310 Fairmont Avenue, Fairmont, West Virginia 26554 and Allegheny Energy Supply Company, LLC (“Supply”) (together, “Applicants”), R.R. 12, P.O. Box 1000, Roseytown, Pennsylvania 15601 have filed an application-declaration under sections 6(a), 7, 9(a), 10, 12(b) and 12(f)                           ( print page 37188)                        of the Act and rules 45 and 54 under the Act.                

By prior Commission orders dated January 29, 1992, February 28, 1992, July 14, 1992, November 5, 1993, November 28, 1995, April 18, 1996, December 23, 1997, May 19, 1999 and October 8, 1999 (HCAR Nos. 25462, 25481, 25581, 25919, 26418, 26506, 26804, 27030 and 27084) (“Money Pool Orders”), among other things, Allegheny and its subsidiary companies were authorized to establish and participate in a system money pool (“Money Pool”) to be administered by Service. By order dated November 12, 1999 (HCAR No. 27101) (“Financing Order”), among other things, the Commission authorized, through July 31, 2005, Supply to effect short-term borrowings in aggregate outstanding amounts of $300 million, consisting of the issuance of up to $100 million of notes (“Notes”) to Allegheny and up to $200 million of commercial paper (“Paper”) to dealers and Allegheny to enter into credit and counterparty support agreements (“Support Agreements”) for the benefit of Supply in amounts of up to $150 million.

The Applicants state that competitive pressures in the industry have required that the system expand its generating capacity to a level that will allow it to serve a larger customer base. In order to meet the additional capital requirements associated with the expansion, the Applicants request that the Commission modify the authority granted in the Money Pool Orders to include Supply in the Money Pool Additionally, it is requested that the authority granted in the Financing Order be modified to allow for additional financing authority.

                    In particular, Allegheny proposes to: (1) issue and sell up to $135 million of long-term unsecured notes to banks or other institutions,[1]                                          and (2) enter into Support Agreements for the benefit of Supply in amounts increased from $150 million to $250 million. Supply proposes to: (1) issue and sell up to $400 million of secured and unsecured long-term debt,[2]                                          and (2) issue and sell Notes and Paper and borrow from the Money Pool,[3]                                          each in aggregate outstanding amounts of up to $300 million, provided that its aggregate outstanding short-term debt does not exceed $300 million.                

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

Margaret H. McFarland,

Deputy Secretary.

# Footnotes

1.                                                     *See Southern Co.,*                        HCAR No. 27134 (February 9, 2000) (authorizing electric utility holding company to issue unsecured debt and preferred securities).                    
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2.                             The record notes that the interest rates, fees and expenses associated with the long-term debt issued by Allegheny and Supply will be comparable to those obtainable by similar utilities issuing comparable securities containing the same or similar terms and maturities.                    
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3.                             Supply proposes to lend to and borrow up to $300 million from the Money Pool on the same terms and under the same conditions that are available to current Money Pool members.                         *Allegheny Energy, Inc.,*                        Holding Co. Act Release No. 25481 (February 28, 1992).                    
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[FR Doc. 00-14818  Filed 6-12-00; 8:45 am]

BILLING CODE 8010-01-M