MONONGAHELA POWER COMPANY

                            VOTE AND APPROVAL



      Pursuant to Article VII of the Code of Regulations of Monongahela
Power Company, an Ohio corporation, the undersigned, Allegheny Power
System, Inc., a Maryland corporation, being the holder of all of the
outstanding shares of Common Stock of Monongahela Power Company and the
only shareholder who would be entitled to vote at a meeting of the
shareholders of said Company held for the purpose of adopting the
amendment contained in the following resolution, hereby gives its written
consent to the adoption of said resolution and amendment:

                  RESOLVED, that effective September 8, 1994,
            the third sentence of Section 1 of ARTICLE II of
            the Code of Regulations is hereby amended to
            change the word "twelve" to "fourteen."



                                          ALLEGHENY POWER SYSTEM, INC.



                                          By    RICHARD J. GAGLIARDI
                                                Richard J. Gagliardi
                                                Vice President

Dated:  September 8, 1994





(SEAL)                                    ATTEST:



                                          By    EILEEN M. BECK
                                                Eileen M. Beck
                                                Secretary