File No. 70-9917
                   (IPO and Distribution)

             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549

                 AMENDMENT NO. 1 to FORM U-1

                 APPLICATION OR DECLARATION
                          UNDER THE
         PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

Allegheny Energy, Inc.                Allegheny Energy Supply Company, LLC
10435 Downsville Pike                 10435 Downsville Pike
Hagerstown, MD  21740                 Hagerstown, MD  21740

Allegheny Energy Service Corporation  West Penn Power Company
10435 Downsville Pike                 800 Cabin Hill Drive
Hagerstown, MD  21740                 Greensburg, PA  15601

Monongahela Power Company             The Potomac Edison Company
1310 Fairmont Avenue                  10435 Downsville Pike
Fairmont,  WV 26554                   Hagerstown, MD  21740

   (Name of company or companies filing this statement and
          addresses of principal executive offices)

                   Allegheny Energy, Inc.

   (Name of top registered holding company parent of each
                   applicant or declarant)

  The Commission is requested to mail signed copies of all
 orders, notices and communications in connection with this
                       Application to:

Thomas K. Henderson, Esq.            Terence A. Burke, Esq.
Vice President and General Counsel   Deputy General Counsel
Allegheny Energy, Inc.               Allegheny Energy Service Corporation
10435 Downsville Pike                10435 Downsville Pike
Hagerstown, MD 21740                 Hagerstown, MD 21740

Anthony Wilson, Esq.                 Robert E. Buckholz, Jr., Esq.
Senior Counsel                       Sullivan & Cromwell
Allegheny Energy Service Corporation 125 Broad Street
10435 Downsville Pike                New York, NY 10004-2498
Hagerstown, MD 21740




Applicants  hereby  amend  the following  sections  of  this
application - declaration as follows.

Item 1, Description of the Transaction, the second paragraph
of section 3.1(d), Rule 54, which reads:

     Allegheny  is  in  compliance with all requirements  of
     Rule   53(a).    With  reference  to   Rule   53(a)(1),
     Allegheny's "aggregate investment" (as defined in  Rule
     53(a)(1)(i))  in all EWGs and FUCOs at March  31,  2001
     was  approximately  $462  million,  or  about  49%   of
     Allegheny's   "consolidated  retained   earnings"   (as
     defined  in Rule 53(a)(1)(ii)) of $929 million for  the
     four quarters ended March 31, 2001.  With reference  to
     Rule 53(a)(2), Allegheny maintains books and records in
     conformity   with,  and  otherwise  adheres   to,   the
     requirements thereof.  With reference to Rule 53(a)(3),
     no  more than 2% of the employees of Allegheny's public
     utility  companies render services, at  any  one  time,
     directly  or  indirectly, to EWGs  or  FUCOs  in  which
     Allegheny directly or indirectly holds an interest.

is deleted and replaced with the following paragraph.

     Allegheny  is  in  compliance with all requirements  of
     Rule   53(a).  Allegheny's  aggregate  investment   (as
     defined  in Rule 53(a)(1)(i) in all EWGs and  FUCOs  at
     June  30, 2001 was approximately $460 million, or about
     48%  of  Allegheny's consolidated retained earnings  of
     $965  million for the four quarters ended June 30, 2001
     as   defined   in  Rule  53(a)(1)(ii).   In   addition,
     Allegheny has complied and will comply with the record-
     keeping  requirements  of Rule 53(a)(2),  the  employee
     limitation  under  Rule 53(a)(3),  and  the  limitation
     under Rule 53(a)(4) concerning the submission of copies
     of  certain  filings under the Act to retail regulatory
     commissions.  Finally, w ith reference to  Rule  53(b),
     none  of  the circumstances enumerated in subparagraphs
     (1),  (2)  and  (3)  thereunder have  occurred  or  are
     continuing.   Because Rule 53(a)  and  Rule  53(b)  are
     satisfied, Rule 53(c) does not need to be addressed.

Item 6, Exhibits and Financial Statements, is amended as
follows.

(a)  Exhibits

          B-2  Employee Matters Agreement
               (filed Sept. 5, 2001)

          B-3  Tax Indemnification Agreement
               (filed Sept. 5, 2001)

          B-4  Transitional Services Agreement
               (filed Sept. 5, 2001)

          B-5  Confidential Disclosure Agreement
               (filed Sept. 5, 2001)






          B-6  Intellectual Property Ownership Agreement
               (filed Sept. 5, 2001)

          B-7  Indemnification and Insurance Matters
               Agreement
               (filed Sept. 5, 2001)

 (b) Financial Statements as of June 30, 2001

          FS-1 Allegheny Energy, Inc. and Allegheny Energy
               Supply Company, LLC balance sheet, per books
               and pro forma (filed confidentially Sept.5,
               2001 on Form SE)

          FS-2 Allegheny Energy, Inc. and Allegheny Energy
               Supply Company, LLC statement of income and
               retained earnings, per books and pro forma
               (filed confidentially Sept. 5, 2001 on
               Form SE)

          FS-3 Capital Structure Analysis Charts (filed
               confidentially Sept. 5, 2001 on Form SE

                         SIGNATURE

Pursuant  to the requirements of the Public Utility  Holding
Company  Act  of 1935, the undersigned companies  have  duly
caused  this statement to be signed on their behalf  by  the
undersigned thereunto duly authorized.

                    ALLEGHENY ENERGY, INC.
                    ALLEGHENY ENERGY SUPPLY COMPANY, LLC
                    ALLEGHENY ENERGY SERVICE CORPORATION
                    WEST PENN POWER COMPANY
                    MONONGAHELA POWER COMPANY
                    THE POTOMAC EDISON COMPANY


                   /s/ THOMAS K. HENDERSON

                   Thomas K. Henderson


Dated: September 5, 2001