<PAGE>

                                   
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                           FORM 10-K/A

        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
              THE SECURITIES EXCHANGE ACT OF 1934

          For the fiscal year ended December 31, 1997

                     Registrant;                  I.R.S. Employer
Commission       State of Incorporation;          Identification
File Number     Address; and Telephone Number         Number

 1-267          ALLEGHENY ENERGY, INC.               13-5531602
                (A Maryland Corporation)
                10435 Downsville Pike
                Hagerstown, Maryland 21740-1766
                Telephone (301) 790-3400

 1-5164         MONONGAHELA POWER COMPANY            13-5229392
                (An Ohio Corporation)
                1310 Fairmont Avenue
                Fairmont, West Virginia  26554
                Telephone (304) 366-3000

 1-3376-2       THE POTOMAC EDISON COMPANY           13-5323955
                (A Maryland and Virginia
                 Corporation)
                10435 Downsville Pike
                Hagerstown, Maryland  21740-1766
                Telephone (301) 790-3400

 1-255-2        WEST PENN POWER COMPANY              13-5480882
                (A Pennsylvania Corporation)
                800 Cabin Hill Drive
                Greensburg, Pennsylvania  15601
                Telephone (412) 837-3000

 0-14688        ALLEGHENY GENERATING COMPANY         13-3079675
                (A Virginia Corporation)
                10435 Downsville Pike
                Hagerstown, Maryland 21740-1766
                Telephone (301) 790-3400

Indicate by check mark whether the registrants (1) have filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months and (2) have been
subject to such filing requirements for the past 90 days.  Yes  X   No

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrants' knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [X]

<PAGE>

                                   1

Securities registered pursuant to Section 12(b) of the Act:

                                                      Name of each exchange
Registrant                 Title of each class        on which registered

Allegheny Energy, Inc.     Common Stock,              New York Stock Exchange
                           $1.25 par value            Chicago Stock Exchange
                                                      Pacific Stock Exchange
                                                      Amsterdam Stock Exchange
Monongahela Power
 Company                   Cumulative Preferred
                             Stock,
                             $100 par value;
                             4.40%                    American Stock Exchange
                             4.50%, Series C          American Stock Exchange

                             8% Quarterly Income
                             Debt Securities,
                             Junior Subordinated
                             Deferrable Interest
                             Debentures,
                             Series A                 New York Stock Exchange
The Potomac Edison
 Company                   Cumulative Preferred
                             Stock,
                             $100 par value:
                             3.60%                    Philadelphia Stock 
                                                       Exchange Inc.
                             $5.88, Series C          Philadelphia Stock
                                                       Exchange Inc.

                             8% Quarterly Income
                             Debt Securities,
                             Junior Subordinated
                             Deferrable Interest
                             Debentures,
                             Series A                 New York Stock Exchange

West Penn Power Company      Cumulative Preferred
                               Stock,
                               $100 par value:
                               4-1/2%                 New York Stock Exchange

                               8% Quarterly Income
                               Debt Securities,
                               Junior Subordinated
                               Deferrable Interest
                               Debentures,
                               Series A               New York Stock Exchange


Securities registered pursuant to Section 12(g) of the Act:

Allegheny Generating
 Company                     Common Stock
                               $1.00 par value        None

<PAGE>

                                      2


                             Aggregate market value           Number of shares
                          of voting stock (common stock)      of common stock
                             held by nonaffiliates of         of the registrants
                                the registrants at            outstanding at
                                  March 5, 1998               March 5, 1998


Allegheny Energy, Inc.            $3,764,916,748                122,436,317
                                                             ($1.25 par value)


Monongahela Power Company         None. (a)                       5,891,000
                                                             ($50 par value)

The Potomac Edison Company        None. (a)                      22,385,000
                                                              (no par value)

West Penn Power Company           None. (a)                      24,361,586
                                                              (no par value)

Allegheny Generating
  Company                         None. (b)                           1,000
                                                           ($1.00 par value)



(a)  All such common stock is held by Allegheny Energy, Inc., the
     parent company.

(b)  All such common stock is held by its parents, Monongahela Power Company,
     The Potomac Edison Company, and West Penn Power Company.

<PAGE>

                                   3

This is our first amendment to the 1997 10/K.  An error was made
in Item 11 in the Summary Compensation Tables in the Performance
Incentive Column for 1997 for the five named executive officers.
Corrected Item 11, including the corrected table, follows:


ITEM 11.   EXECUTIVE COMPENSATION

       During 1997, and for 1996 and 1995, the annual
compensation paid by AE, Monongahela, Potomac Edison, West Penn
and AGC directly or indirectly for services in all capacities to
such companies to their Chief Executive Officer and each of the
four most highly paid executive officers of the System whose cash
compensation exceeded $100,000 was as follows:


                  Summary Compensation Tables (a)
   AE(b), Monongahela(c), Potomac Edison, West Penn(c) and AGC(c)
                        Annual Compensation

<TABLE>
<CAPTION>
                                                                                    All
Name                                                                                Other
and                                                                  Long-Term      Compen-
Principal                                         Annual             Performance    sation
Position(d)                Year      Salary($)    Incentive($)(e)    Plan($)(f)     ($)(g)

<S>                        <C>       <C>          <C>                  <C>          <C>
Alan J. Noia,              1997      460,000      253,000              250,657      124,495
Chief Executive Officer    1996      360,000      253,750              131,071       92,769
                           1995      305,000      120,000                            48,983

Peter J. Skrgic,           1997      265,000      155,400              150,394       91,409
Senior Vice President      1996      245,000      176,300               96,119       24,830
                           1995      238,000       73,800                            37,830

Jay S. Pifer,              1997      240,000       95,200              150,394       67,810
Senior Vice President      1996      230,000      112,000               87,381       30,949
                           1995      220,000       72,600                            34,098

Michael P. Morrell         1997      240,000       95,200                 (h)        26,068
Senior Vice President      1996      183,336       72,500                 (h)          (h)
                           1995

Richard J. Gagliardi       1997      190,000       75,600               100,263      25,340
Vice President             1996      175,000      100,800                52,429      17,898
                           1995      160,000       48,400                            18,769
</TABLE>

(a)    The individuals appearing in this chart perform policy-making functions
       for each of the Registrants. The Compensation shown is for all services
       in all capacities to AE and its subsidiaries.  All salaries and bonuses
       of these executives are paid by APSC.

(b)    AE has no paid employees.

(c)    Monongahela, West Penn and AGC have no paid employees.

(d)    See Executive Officers of the Registrants for all positions held.

(e)    Incentive awards are based upon performance in the year in
       which the figure appears but are paid in the following year.
       The incentive award plan will be continued for 1998.

<PAGE>

                                     4

(f)    In 1994, the Boards of Directors of AE, APSC and the
       Operating Subsidiaries implemented a Performance Share Plan
       (the "Plan") for senior officers which was approved by the
       shareholders of APS at the annual meeting in May 1994.  The
       first Plan cycle began on January 1, 1994 and ended on
       December 31, 1996.  The second Plan cycle began on January 1,
       1995 and ended on December 31, 1997.  The figure shown for
       1996 represents the dollar value paid in 1997 to each of the
       named  executive officers who participated in Cycle I. The
       figure shown for 1997 represents the dollar value to be paid
       in 1998 to each of the named executive officers who
       participated in Cycle II.  A third cycle began on January 1,
       1996 and will end on December 31, 1998.  A fourth cycle began
       on January 1, 1997 and will end on December 31, 1999.  After
       completion of each cycle, AE stock or cash may be paid if
       performance criteria have been met.

(g)    Effective January 1, 1992, the basic group life insurance
       provided employees was reduced from two times salary during
       employment, which reduced to one times salary after 5 years
       in retirement, to a new plan which provides one times salary
       until retirement and $25,000 thereafter. Some executive
       officers and other senior managers remain under the prior
       plan.  In order to pay for this insurance for these
       executives, during 1992 insurance was purchased on the lives
       of each of them.  Effective January 1, 1993, AE started to
       provide funds to pay for the future benefits due under the
       supplemental retirement plan (Secured Benefit Plan) as
       described in note (d) on p. 49.  To do this, AE purchased,
       during 1993, life insurance on the lives of the covered
       executives.  The premium costs of both the 1992 and 1993
       policies plus a factor for the use of the money are returned
       to AE at the earlier of (a) death of the insured or (b) the
       later of age 65 or 10 years from the date of the policy's
       inception.  The figures in this column include the present
       value of the executives' cash value at retirement attributable
       to the current year's premium payment (based upon the premium,
       future valued to retirement, using the policy internal rate of
       return minus the corporation's premium payment), as well as the
       premium paid for the basic group life insurance program plan and the
       contribution for the 401(k) plan.  For 1997, the figure shown
       includes amounts representing (a) the aggregate of life
       insurance premiums and dollar value of the benefit to the
       executive officer of the remainder of the premium paid on the
       Group Life Insurance program and the Executive Life Insurance
       and Secured Benefit Plans, and (b) 401(k) contributions as
       follows:  Mr. Noia $119,883 and $4,612; Mr. Skrgic $87,313
       and $4,096; Mr. Pifer $63,060 and $4,750; Mr. Morrell $21,964
       and $4,104; and Mr. Gagliardi $20,590 and $4,750.

(h)    Michael P. Morrell joined Allegheny on May 1, 1996.  He did
       not receive a payment from the Long-Term Performance Plan for
       the first or second Plan cycles.

<PAGE>

                                     5


          ALLEGHENY POWER SYSTEM PERFORMANCE SHARE PLAN
          SHARES AWARDED IN LAST FISCAL YEAR (CYCLE IV)

<TABLE>
<CAPTION>
                                

                                                                    Estimated Future Payout

                                           Performance        Threshold        Target        Maximum
                           Number of       Period Until       Number of       Number of     Number of
Name                         Shares           Payout           Shares          Shares         Shares


<S>                         <C>              <C>                <C>             <C>           <C>
Alan J. Noia
Chief Executive Officer     7,570            1997-99            4,542           7,570         15,140

Peter J. Skrgic
Senior Vice President       4,610            1997-99            2,766           4,610          9,220

Jay S. Pifer
Senior Vice President       2,800            1997-99            1,680           2,800          5,600

Michael P. Morrell
Senior Vice President       2,800            1997-99            1,680           2,800          5,600

Richard J. Gagliardi
Vice President              2,300            1997-99            1,380           2,300          4,600

</TABLE>



      The named executives were awarded the above number of
shares for Cycle IV.  Such number of shares are only targets.  As
described below, no payouts will be made unless certain criteria
are met.  Each executive's 1997-1999 target long-term incentive
opportunity was converted into performance shares equal to an
equivalent number of shares of AE common stock based on the price
of such stock on December 31, 1996.  At the end of this three-
year performance period, the performance shares attributed to the
calculated award will be valued based on the price of AE common
stock on December 31, 1999 and will reflect dividends that would
have been paid on such stock during the performance period as if
they were reinvested on the date paid.  If an executive retires,
dies or otherwise leaves the employment of Allegheny prior to the
end of the three-year period, the executive may still receive an
award based on the number of months worked during the period.
However, an executive must work at least eighteen months during
the three-year period to be eligible for an award payout.  The
final value of an executive's account, if any, will be paid to
the executive in stock or cash in early 2000.

      The actual payout of an executive's award may range from 0
to 200% of the target amount, before dividend re-investment.  The
payout is based upon customer and stockholder performance factors
and AE's rankings versus the peer group.  The combined customer
and stockholder rating is then compared to a pre-established
percentile ranking chart to determine the payout percentage of
target.  A ranking below 30% results in a 0% payout.  The minimum
payout begins at the 30% ranking, which results in a payout of
60% of target, ranging up to a payout of 200% of target if there
is a 90% or higher ranking.

<PAGE>

                                     6


        DEFINED BENEFIT OR ACTUARIAL PLAN DISCLOSURE (a)
 AE(b), Monongahela(c), Potomac Edison, West Penn(c) and AGC (c)

                                               Estimated
   Name and Capacities                         Annual Benefits
     In Which Served                           on Retirement (d)

   Alan J. Noia,                                    $315,000
   Chief Executive Officer (e)(f)

   Peter J. Skrgic,                                 $168,005
   Senior Vice President (e)(f)

   Jay S. Pifer,                                    $146,671
   Senior Vice President(e)(f)

   Richard J. Gagliardi                             $116,926
   Vice President(e)(f)

   Michael P. Morrell,                              $128,775
   Senior Vice President(e)(f)(g)


(a)   The individuals appearing in this chart perform policy-making
      functions for each of the Registrants.

(b)   AE has no paid employees.

(c)   Monongahela, West Penn and AGC have no paid employees.

(d)   Assumes present insured benefit plan and salary continue and
      retirement at age 65 with single life annuity.  Under plan
      provisions, the annual rate of benefits payable at the normal
      retirement age of 65 are computed by adding (i) 1% of final
      average pay up to covered compensation times years of service
      up to 35 years, plus (ii) 1.5% of final average pay in excess
      of covered compensation times years of service up to 35
      years, plus (iii) 1.3% of final average pay times years of
      service in excess of 35 years. Covered compensation is the
      average of the maximum taxable Social Security wage cases
      during the 35 years preceding the member's retirement.  The
      final  average pay benefit is based on the member's average
      total earnings during the highest-paid 60 consecutive
      calendar months or, if smaller, the member's highest rate of
      pay as of any July 1st.  Effective January 1, 1997 the
      maximum amount of any employee's compensation that may be
      used in these computations is $160,000.  Benefits for
      employees retiring between 55 and 62 differ from the
      foregoing.

      Pursuant to a supplemental plan (Secured Benefit Plan),
      senior executives of Allegheny who retire at age 60 or over
      with 40 or more years of service are entitled to a
      supplemental retirement benefit in an amount that, together
      with the benefits under the basic plan and from other
      employment, will equal 60% of the executive's highest average
      monthly earnings for any 36 consecutive months.  The earnings
      include 50% of the actual annual bonus paid effective
      February 1, 1997.  The figures shown

<PAGE>

                                     7

      do not give any effect to bonus payments.  The supplemental
      benefit is reduced for less than 40 years service and for
      retirement age from 60 to 55.  It is included in the amounts
      shown where applicable.  In order to provide funds to pay such
      benefits, effective January 1, 1993 the Company purchased
      insurance on the lives of the plan participants. The Secured
      Benefit Plan has been designed so that if the assumptions made
      as to mortality experience, policy dividends, and other factors
      are realized, the Company will recover all premium payments,
      plus a factor for the use of the Company's money.  The amount
      of the premiums for this insurance required to be deemed
      "compensation" by the SEC is described and included in the
      "All Other Compensation" column on page 47.  All executive
      officers are participants in the Secured Benefit Plan.  The
      figures shown do not include benefits from an Employee Stock
      Ownership and Savings Plan (ESOSP) established as a non-
      contributory stock ownership plan for all eligible employees
      effective January 1, 1976, and amended in 1984 to include a
      savings program.  Under the ESOSP, all eligible employees may
      elect to have from 2% to 7% of their compensation contributed
      to the Plan as pre-tax contributions and an additional 1% to
      6% as post-tax contributions.  Employees direct the
      investment of these contributions into one or more available
      funds. Each System company matches 50% of the pre-tax
      contributions up to 6% of compensation with common stock of
      AE.  Effective January 1, 1997 the maximum amount of any
      employee's compensation that may be used in these
      computations is $160,000.  Employees' interests in the ESOSP
      vest immediately.  Their pre-tax contributions may be
      withdrawn only upon meeting certain financial hardship
      requirements or upon termination of employment.

(e)   See Executive Officers of the Registrants for all positions held.

(f)   The total estimated annual benefits on retirement payable to
      Messrs. Noia, Skrgic, Pifer, Morrell and Gagliardi for
      services in all capacities to AE and its subsidiaries is set
      forth in the table.

(g)   Michael P. Morrell joined AE on May 1, 1996.  The figure
      shown for Mr. Morrell reflects a provision of his agreement
      with AE which grants him an additional eight years of service
      after he has been with AE for ten years.



                Change In Control Contracts

      In March 1996, AE entered into Change in Control
contracts with certain Allegheny executive officers
(Agreements).  Each Agreement sets forth (i) the
severance benefits that will be provided to the employee
in the event the employee is terminated subsequent to a
Change in Control of AE (as defined in the Agreements),
and (ii) the employee's obligation to continue his or her
employment after the occurrence of certain circumstances
that could lead to a Change in Control.  The Agreements
provide generally that if there is a Change in Control,
unless employment is terminated by AE for Cause,
Disability or Retirement or by the

<PAGE>

                                8

employee for Good Reason (each as defined in the Agreements),
severance benefits payable to the employee will consist of a cash
payment equal to 2.99 times the five-year average of the
employee's annual compensation and AE will maintain
existing benefits for the employee and the employee's
dependents for a period of three years.  Each Agreement
expired on December 31, 1997, but is automatically
extended for one year periods thereafter unless either AE
or the employee gives notice otherwise.  Notwithstanding
the delivery of such notice, the Agreements will continue
in effect for thirty-six months after a Change in
Control.

      A Senior Officer Separation Plan has been approved
for senior officers offered a position in the combined
company resulting from AE's merger with DQE (Merger),
that warrants a reduction in compensation, as the Merger
does not qualify as a Change in Control.  The Plan is
available only to those who have signed Change in Control
Contracts and will be offered only upon consummation of
the merger. The Plan offers benefits substantially
similar to the Change in Control Contracts, except that
the cash payment is computed on the basis of 1997 base
salary and short-term incentive and long-term incentive
target amounts.  The Chief Executive Officer will
determine the date of departure, which will be within a
twelve-month period following closure of the merger.  In
addition, if a senior officer is eligible to retire, the
officer will be credited with three additional years of
service and will receive a payment of $400 per month
until age 62 or for 12 months, whichever is greater.
Benefits will not be reduced for early retirement.

      An Other Executive Separation Plan has been approved for
certain management personnel offered a position with Allegheny
after the Merger that warrants a reduction in compensation.  The
Plan is available only to Business Unit Heads and certain other
management employees of Allegheny who do not have Change in
Control contracts and will be offered only upon consummation of
the Merger.  The Plan provides benefits in the event the employee
is offered a position that warrants a reduction in compensation.
The employee's departure date will be determined by the Chief
Executive Officer, but will be within a twelve-month period
following closure of the Merger.  The Plan provides generally one
year's base salary, plus management out-placement services and 12-
month continuance of medical and dental coverage.  In addition,
if an employee is eligible to retire, the employee will be
credited with three additional years of service and will receive
a payment of $400 per month until age 62 or for 12 months,
whichever is greater.  Benefits will not be reduced for early
retirement.


                 Compensation of Directors

      In 1997, AE directors who were not officers or
employees of System companies received for all services
to System companies (a) $16,000 in retainer fees, (b)
$800 for each committee meeting attended, except
Executive Committee meetings, for which fees are

<PAGE>

                                       9

$200, (c) $250 for each Board meeting of each company attended,
and (d) 200 shares of AE common stock pursuant to the
Restricted Stock Plan for Outside Directors.  Under an
unfunded deferred compensation plan, a director may elect
to defer receipt of all or part of his or her director's
fees for succeeding calendar years to be payable with
accumulated interest when the director ceases to be such,
in equal annual installments, or, upon authorization by
the Board of Directors, in a lump sum. In addition to the
fees mentioned above, the Chairperson of each of the
Audit, Finance, Management Review and Director Affairs,
New Business, and Strategic Affairs Committees receives a
further fee of $4,000 per year.  For the first five
months of 1997, Klaus Bergman received a fixed fee of
$8,333 per month for services as Chairman of the Board of
AE.  Mr. Bergman also received a one-time payment of
$250,000 at the time he retired as Chairman.

      In March 1997, the Board of Directors Retirement Plan was
replaced with a Deferred Stock Unit Plan for Outside Directors.
The present value of the accrued benefits under the Directors
Retirement Plan was credited to each director's opening account
balance under the new plan in the form of deferred stock units.
In addition, each year the Company will credit each outside
director's account with 275 deferred stock units.  The value of
each director's account will correspondingly rise or decline with
the value of AE stock.

<PAGE>

                                  10


                              SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of
the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                              ALLEGHENY ENERGY, INC.


                              By:
                                  _________________*________________
                                  (Alan J. Noia) Chairman, President,
                                   Chief Executive Officer and Director
Date:  April 17, 1998

        Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on
the dates indicated.

                SIGNATURE                      TITLE

(i)   Principal Executive Officer:
                                       Chairman, President, Chief
   ______________*__________________   Executive Officer and Director
             (Alan J. Noia)


(ii)  Principal Financial Officer:

   _________________________________   Senior Vice President,
           (Michael P. Morrell)        Finance


(iii) Principal Accounting Officer:

    ________________________________   Vice President and
           (Kenneth M. Jones)          Controller

(iv) Directors:

     *Eleanor Baum, Director        *Frank A. Metz, Jr., Director
     *William L. Bennett, Director  *Alan J. Noia, Director
     *Wendell F. Holland, Director  *Steven H. Rice, Director
     *Phillip E. Lint, Director     *Gunnar E. Sarsten, Director

*Thomas K. Henderson, by signing his name hereto, signs this
document on behalf of each of the persons indicated by an
asterisk above pursuant to powers of attorney duly executed by
such persons previously filed (and also attached hereto) with the
Securities and Exchange Commission.

*By: ______________________________
         (Thomas K. Henderson)

<PAGE>

                                    11


                           SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of
the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.  The signature of the undersigned
company shall be deemed to relate only to matters having
reference to such company and any subsidiaries thereof.

                              MONONGAHELA POWER COMPANY


                              By:  ____________*_____________
                                     (Jay S. Pifer) President
                                      and Director
Date:  April 17, 1998

        Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on
the dates indicated.  The signature of each of the undersigned
shall be deemed to relate only to matters having reference to the
above-named company and any subsidiaries thereof.

                SIGNATURE                     TITLE
(i)   Principal Executive Officer:
                                    Chairman of the Board,
      ____________*_____________    Chief Executive Officer,
             (Alan J. Noia)         and Director

(ii)  Principal Financial Officer:


     ___________________________    Vice President,
         (Michael P. Morrell)       Finance

(iii) Principal Accounting Officer:

     ___________________________    Controller
           (Thomas J. Kloc)

(iv)  Directors:
      *Eleanor Baum, Director        *Alan J. Noia, Director
      *William L. Bennett, Director  *Jay S. Pifer, Director
      *Wendell F. Holland, Director  *Steven H. Rice, Director
      *Phillip E. Lint, Director     *Gunnar E. Sarsten, Director
      *Frank A. Metz, Jr., Director  *Peter J. Skrgic, Director
      *Michael P. Morrell, Director

*Thomas K. Henderson, by signing his name hereto, signs this
document on behalf of each of the persons indicated by an
asterisk above pursuant to powers of attorney duly executed by
such persons previously filed (and also attached hereto) with the
Securities and Exchange Commission.

*By:  ____________________________
          (Thomas K. Henderson)

<PAGE>

                                   12


                           SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of
the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.  The signature of the undersigned
company shall be deemed to relate only to matters having
reference to such company and any subsidiaries thereof.

                              THE POTOMAC EDISON COMPANY

                              By:  ___________*_____________
                                    (Jay S. Pifer) President
                                   and Director
Date:  April 17, 1998

        Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on
the dates indicated.  The signature of each of the undersigned
shall be deemed to relate only to matters having reference to the
above-named company and any subsidiaries thereof.


                SIGNATURE                      TITLE

(i)   Principal Executive Officer:

                                             Chairman of the Board,
      ____________*____________              Chief Executive Officer,
             (Alan J. Noia)                  and Director

(ii)  Principal Financial Officer:

      __________________________             Vice President,
          (Michael P. Morrell)               Finance

(iii) Principal Accounting Officer:

      __________________________             Controller
           (Thomas J. Kloc)

(iv)  Directors:
      *Eleanor Baum, Director        *Alan J. Noia, Director
      *William L. Bennett, Director  *Jay S. Pifer, Director
      *Wendell F. Holland, Director  *Steven H. Rice, Director
      *Phillip E. Lint, Director     *Gunnar E. Sarsten, Director
      *Frank A. Metz, Jr., Director  *Peter J. Skrgic, Director
      *Michael P. Morrell

*Thomas K. Henderson, by signing his name hereto, signs this document
on behalf of each of the persons indicated by an asterisk above
pursuant to powers of attorney duly executed by such persons
previously filed (and also attached hereto) with the Securities and
Exchange Commission.

*By:  ___________________________
         (Thomas K. Henderson)

<PAGE>

                                    13


                              SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of
the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.  The signature of the undersigned
company shall be deemed to relate only to matters having
reference to such company and any subsidiaries thereof.

                              WEST PENN POWER COMPANY


                              By: _____________*____________
                                    (Jay S. Pifer) President
                                           and Director
Date:  April 17, 1998

        Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on
the dates indicated.  The signature of each of the undersigned
shall be deemed to relate only to matters having reference to the
above-named company and any subsidiaries thereof.

                SIGNATURE                      TITLE

(i)   Principal Executive Officer:
                                        Chairman of the Board,
     ____________*____________          Chief Executive Officer,
          (Alan J. Noia)                and Director

(ii)  Principal Financial Officer:

     __________________________         Vice President,
        (Michael P. Morrell)            Finance

(iii) Principal Accounting Officer:

     __________________________         Controller
          (Thomas J. Kloc)

(iv)  Directors:
      *Eleanor Baum, Director                *Alan J. Noia
      *William L. Bennett, Director          *Jay S. Pifer
      *Wendell F. Holland, Director          *Steven H. Rice
      *Phillip E. Lint, Director             *Gunnar E. Sarsten
      *Frank A. Metz, Jr., Director          *Peter J. Skrgic
      *Michael P. Morrell, Director

*Thomas K. Henderson, by signing his name hereto, signs this
document on behalf of each of the persons indicated by an
asterisk above pursuant to powers of attorney duly executed by
such persons previously filed (and also attached hereto) with the
Securities and Exchange Commission.

*By:  ____________________________
          (Thomas K. Henderson)

<PAGE>

                                    14


                              SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of
the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.  The signature of the undersigned
company shall be deemed to relate only to matters having
reference to such company and any subsidiaries thereof.

                              ALLEGHENY GENERATING COMPANY

                              By: ____________*___________
                                       (Alan J. Noia)
                                   Chief Executive Officer

Date:  April 17, 1998

        Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on
the dates indicated.  The signature of each of the undersigned
shall be deemed to relate only to matters having reference to the
above-named company and any subsidiaries thereof.

                SIGNATURE                       TITLE

(i)   Principal Executive Officer:

     _____________*_____________       President, Chief Executive
            (Alan J. Noia)             Officer and Director

(ii)  Principal Financial Officer:

     ____________________________      Vice President,
         (Michael P. Morrell)          Finance; Director

(iii) Principal Accounting Officer:

     ____________________________      Controller
           (Thomas J. Kloc)

(iv)  Directors:

        *Thomas K. Henderson, Director
        *Kenneth M. Jones, Director
        *Michael P. Morrell, Director
        *Alan J. Noia, Director
        *Peter J. Skrgic, Director

*Thomas K. Henderson, by signing his name hereto, signs this
document on behalf of each of the persons indicated by an
asterisk above pursuant to powers of attorney duly executed by
such persons previously filed (and also attached hereto) with the
Securities and Exchange Commission.

By:  _____________________________
         (Thomas K. Henderson)
  
<PAGE>

                              15  
  
                      POWER OF ATTORNEY
  
  
       KNOW ALL MEN BY THESE PRESENTS THAT the
  undersigned directors of Allegheny Energy, Inc., a
  Maryland corporation, Monongahela Power Company, an
  Ohio corporation, The Potomac Edison Company, a
  Maryland and Virginia corporation, and West Penn Power
  Company, a Pennsylvania corporation, do hereby
  constitute and appoint THOMAS K. HENDERSON and EILEEN
  M. BECK, and each of them, a true and lawful attorney
  in his or her name, place and stead, in any and all
  capacities, to sign his or her name to Annual Reports
  on Form 10-K for the year ended December 31, 1997 under
  the Securities Exchange Act of 1934, as amended, and to
  any and all amendments, of said Companies, and to cause
  the same to be filed with the SEC, granting unto said
  attorneys and each of them full power and authority to
  do and perform any act and thing necessary and proper
  to be done in the premises, as fully and to all intents
  and purposes as the undersigned could do if personally
  present, and the undersigned hereby ratifies and
  confirms all that said attorneys or any one of them
  shall lawfully do or cause to be done by virtue hereof.
  
  
  Dated:  March 5, 1998


      ELEANOR BAUM                       FRANK A. METZ, JR.
      (Eleanor Baum)                     (Frank A. Metz, Jr.)

      WILLIAM L. BENNETT                 ALAN J. NOIA
      William L. Bennett)                (Alan J. Noia)

      WENDELL F. HOLLAND                 STEVEN H. RICE
      (Wendell F. Holland)               (Steven H. Rice)

      PHILLIP E. LINT                    GUNNAR E. SARSTEN
      (Phillip E. Lint)                  (Gunnar E. Sarsten)

<PAGE>

                             16

                      POWER OF ATTORNEY
  
  
       KNOW ALL MEN BY THESE PRESENTS THAT the
  undersigned directors of Monongahela Power Company, an
  Ohio corporation, The Potomac Edison Company, a
  Maryland and Virginia corporation, and West Penn Power
  Company, a Pennsylvania corporation, do hereby
  constitute and appoint THOMAS K. HENDERSON and EILEEN
  M. BECK, and each of them, a true and lawful attorney
  in his name, place and stead, in any and all
  capacities, to sign his or her name to the Annual
  Report on Form 10-K for the year ended December 31,
  1997 under the Securities Exchange Act of 1934, as
  amended, and to any and all amendments, of said
  Company, and to cause the same to be filed with the
  SEC, granting unto said attorneys and each of them full
  power and authority to do and perform any act and thing
  necessary and proper to be done in the premises, as
  fully and to all intents and purposes as the
  undersigned could do if personally present, and the
  undersigned hereby ratify and confirm all that said
  attorneys or any one of them shall lawfully do or cause
  to be done by virtue hereof.
  
  
  Dated:  March 5, 1998
  
  
                                 MICHAEL P. MORRELL
                                 (Michael P. Morrell)
  
  
                                 JAY S. PIFER
                                 (Jay S. Pifer)
  
  
                                 PETER J. SKRGIC
                                 (Peter J. Skrgic)

<PAGE>
  
                              17  
  
                      POWER OF ATTORNEY
  
  
       KNOW ALL MEN BY THESE PRESENTS THAT the
  undersigned directors of Allegheny Generating Company,
  a Virginia corporation, do hereby constitute and
  appoint THOMAS K. HENDERSON and EILEEN M. BECK, and
  each of them, a true and lawful attorney in his name,
  place and stead, in any and all capacities, to sign his
  or her name to the Annual Report on Form 10-K for the
  year ended December 31, 1997 under the Securities
  Exchange Act of 1934, as amended, and to any and all
  amendments, of said Company, and to cause the same to
  be filed with the SEC, granting unto said attorneys and
  each of them full power and authority to do and perform
  any act and thing necessary and proper to be done in
  the premises, as fully and to all intents and purposes
  as the undersigned could do if personally present, and
  the undersigned hereby ratify and confirm all that said
  attorneys or any one of them shall lawfully do or cause
  to be done by virtue hereof.
  
  
  Dated:  March 5, 1998
  
                                   THOMAS K. HENDERSON
                                   (Thomas K. Henderson)
  
                                   KENNETH M. JONES
                                   (Kenneth M. Jones)
  
                                   MICHAEL P. MORRELL
                                   (Michael P. Morrell)
  
                                     ALAN J. NOIA
                                    (Alan J. Noia)
  
                                     PETER J. SKRGIC
                                    (Peter J. Skrgic)