The information in this prospectus supplement and the related prospectus is not
complete and may be changed. An effective registration statement relating to the
securities has been filed with the Securities and Exchange Commission. This
prospectus supplement, together with the related prospectus, is not an offer to
sell these securities and it is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED SEPTEMBER 25, 2001

PROSPECTUS SUPPLEMENT
, 2001
(TO PROSPECTUS DATED JUNE 8, 2000)

$300,000,000
MONONGAHELA POWER COMPANY
FIRST MORTGAGE BONDS, % SERIES DUE 2006

----------

The First Mortgage Bonds, % Series Due 2006 will mature on October 1,
2006. We will pay interest on the new bonds on April 1 and October 1 of each
year, commencing April 1, 2002. The new bonds are secured by the lien of the
Indenture on substantially all of our property and franchises. We may redeem the
new bonds, at our option, in whole or in part, at any time at the optional
redemption price set forth in this prospectus supplement. The new bonds may also
be redeemed at 100% of their principal amount with cash deposited with the
trustee from proceeds of released property, property taken by eminent domain or
insurance.

Neither the Securities and Exchange Commission nor any other
regulatory body has approved or disapproved of these securities or passed upon
the accuracy or adequacy of this prospectus supplement or the accompanying
prospectus. Any representation to the contrary is a criminal offense.

----------

PER NEW BOND TOTAL
------------ ----------

Public offering price ............................ % $
Underwriting discount ............................ % $
Proceeds, before expenses,
to Monongahela Power Company ................... % $

The public offering price set forth above does not include accrued
interest. Interest on the new bonds will accrue from __________________, 2001
and interest accrued to the date of closing in the amount of ______% per new
bond, if any, must be paid by the purchaser.

----------

The underwriters expect to deliver the new bonds in book-entry form only
through the facilities of The Depository Trust Company against payment in New
York, New York on or about __________________, 2001.

----------

SOLE BOOK-RUNNING MANAGER
BANC OF AMERICA SECURITIES LLC

JOINT LEAD MANAGER
BANC ONE CAPITAL MARKETS, INC.

MELLON FINANCIAL MARKETS, LLC SCOTIA CAPITAL (USA) INC.

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

Page
About Monongahela Power Company .......................................... S-3
Selected Financial Data .................................................. S-3
Construction and Financing ............................................... S-5
Use of Proceeds .......................................................... S-5
Capitalization ........................................................... S-6
Description of New Bonds ................................................. S-7
Underwriting ............................................................. S-11
Validity of New Bonds .................................................... S-12
Experts .................................................................. S-12

PROSPECTUS

About this Prospectus .................................................... 2
About Monongahela Power Company .......................................... 2
Use of Proceeds .......................................................... 2
Ratio of Earnings to Fixed Charges ....................................... 3
Description of Securities We May Offer ................................... 4
Regarding the Trustees ................................................... 14
Plan of Distribution ..................................................... 15
Validity of Debt Securities .............................................. 16
Experts .................................................................. 16
Where You Can Find More Information ...................................... 16

----------

No dealer, salesperson or other person is authorized to give any
information or to represent anything not contained or incorporated by reference
in this prospectus supplement or the accompanying prospectus. You must not rely
on any unauthorized information or representations. This prospectus supplement
and the accompanying prospectus are an offer to sell only the new bonds offered
hereby, but only under the circumstances and in jurisdictions where it is lawful
to do so. The information contained or incorporated by reference in this
prospectus supplement and the accompanying prospectus is current only as of its
date.

Some statements in this prospectus supplement and the accompanying
prospectus constitute forward-looking statements with respect to our company.
These forward-looking statements involve known and unknown risks, uncertainties,
and other factors that may cause the actual results, performance, or
achievements of our company to be materially different from any future results,
performance, or achievements expressed or implied by those forward-looking
statements. These factors may affect our operations, markets, products,
services, and prices. These factors include, among others, general and economic
and business conditions; industry capacity; changes in technology; changes in
political, social and economic conditions; regulatory matters; litigation
involving our company; regulatory conditions applicable to our company; the loss
of any significant customers; and changes in business strategy or development
plans.

S-2

ABOUT MONONGAHELA POWER COMPANY

Monongahela Power Company is an electric and gas utility operating in
northern West Virginia and an adjacent portion of Ohio. We also own generating
capacity in Pennsylvania. We are a wholly-owned subsidiary of Allegheny Energy,
Inc. and, together with West Penn Power Company and The Potomac Edison Company,
comprise the Allegheny Power integrated electric utility system. Ninety-two
percent of our retail customers are located in West Virginia, and the remainder
are in Ohio.

SELECTED FINANCIAL DATA

You should read the following selected financial data for the twelve
months ended June 30, 2001, the six months ended June 30, 2001, the six months
ended June 30, 2000 and the year ended December 31, 2000 in conjunction with the
audited Financial Statements contained in our Annual Report on Form 10-K for the
year ended December 31, 2000. The unaudited selected financial data for the
twelve months ended June 30, 2001, the six months ended June 30, 2001 and the
six months ended June 30, 2000 reflect all adjustments (which consist only of
normal recurring adjustments) which in our opinion are necessary for a fair
presentation of results for that period.

12 MONTHS SIX MONTHS SIX MONTHS
ENDED ENDED ENDED YEAR ENDED
JUNE 30, JUNE 30, JUNE 30, DECEMBER 31,
2001(3) 2001(3) 2000 2000(4)
---------- ---------- ---------- ----------
(DOLLARS IN THOUSANDS)

INCOME STATEMENT DATA:
Total Operating Revenues .......... $ 963,200 $ 505,364 $ 370,211 $ 828,047
Operating Income .................. 147,888 70,782 58,261 135,367
Income Before Interest Charges
and Extraordinary Charge, Net ... 152,617 74,964 61,900 139,553
Interest Charges(1) ............... 50,305 25,538 20,207 44,974
Income Before Extraordinary
Charge, Net ..................... 102,312 49,426 41,693 94,579
Extraordinary Charge, Net(2) ...... (4,897) -- (58,227) (63,124)
Net Income ........................ 97,415 49,426 (16,534) 31,455

BALANCE SHEET DATA:
Total Assets ...................... $1,884,592 $1,884,592 $1,600,736 $2,005,668
Long-Term Obligations ............. 601,491 601,491 506,487 606,734
Redeemable Preferred Stock ........ 24,000 24,000 24,000 24,000

----------

(1) Interest charges include allowance for borrowed funds used during
construction.

(2) Income Statement Data includes extraordinary charges recorded as a result
of West Virginia deregulation and Ohio deregulation to reflect Monongahela
Power's discontinuation of the application of Statement of Financial
Accounting Standards No. 71 for its West Virginia electric generation
operations in the first quarter of 2000 and for its Ohio electric
generation operations in the fourth quarter of 2000. The company recorded a
charge of $104.9 million, $63.1 million after tax, for the twelve months
ending December 31, 2000 to reflect the unrecoverable net regulatory assets
that will not be collected from customers and to record a rate
stabilization obligation.

(3) In June 2001, we transferred approximately 352 megawatts of generating
assets to Allegheny Energy Supply Company, LLC at a net book value of $48.7
million. Our remaining generation assets, 2,111 megawatts, which serve
customers in West Virginia, will not be transferred until tax changes
related to the deregulation of the retail power market in West Virginia
have been passed by the West Virginia Legislature or the West Virginia
Public Service Commission otherwise takes regulatory action. Subject to
reaching a settlement with the West Virginia Public Service Commission or
authorization from the West Virginia Legislature and the Securities and
Exchange Commission releasing jurisdiction over the proposed transfer, we
intend to transfer the remaining assets as soon as possible.

(4) On August 18, 2000, we purchased Mountaineer Gas, a natural gas sales,
transportation, and distribution company serving southern West Virginia and
the northern and eastern panhandles of West Virginia, from Energy
Corporation of America. We purchased Mountaineer Gas for approximately $326
million, which included the assumption of $100.1 million of existing long
term debt.

S-3

RATIO OF EARNINGS TO FIXED CHARGES

12 MONTHS SIX MONTHS SIX MONTHS
ENDED ENDED ENDED YEAR ENDED
JUNE 30, JUNE 30, JUNE 30, DECEMBER 31,
2001(2) 2001(2) 2000 2000(3)
---------- ---------- ---------- ----------
(DOLLARS IN THOUSANDS)

EARNINGS:
Net Income(1) ..................... $ 102,312 $ 49,426 $ 41,693 $ 94,579
Plus: Fixed Charges (see below) ... 55,122 28,230 22,193 49,086
Income Taxes(1) ................. 54,342 26,639 24,781 52,484
Amortization of capitalized
interest ...................... 15 10 -- 5
Income distributions of
equity investees .............. 8,318 3,998 4,320 8,640
Less: Capitalized Interest ........ (1,072) (732) (147) (487)
Income from unconsolidated
equity investees .............. (5,310) (2,339) (2,936) (5,907)
Total Earnings .................... 213,727 105,232 89,904 198,400

FIXED CHARGES:
Interest on long-term debt ........ 48,326 25,468 19,095 41,953
Other interest .................... 3,311 1,062 1,535 3,785
Estimated interest component
of rentals ...................... 3,485 1,700 1,563 3,348
Total Fixed Charges ............... 55,122 28,230 22,193 49,086
Ratio of Earnings to Fixed Charges .. 3.88 3.73 4.05 4.04
Pro Forma Ratio of Earnings to
Fixed Charges(4) .................. -- 3.24 -- 3.52

----------

(1) Net income and income taxes exclude extraordinary charges.

(2) In June 2001, we transferred approximately 352 megawatts of generating
assets to Allegheny Energy Supply Company, LLC at a net book value of $48.7
million. Our remaining generation assets, 2,111 megawatts, which serve
customers in West Virginia, will not be transferred until tax changes
related to the deregulation of the retail power market in West Virginia
have been passed by the West Virginia Legislature or the West Virginia
Public Service Commission otherwise takes regulatory action. Subject to
reaching a settlement with the West Virginia Public Service Commission or
authorization from the West Virginia Legislature and the Securities and
Exchange Commission releasing jurisdiction over the proposed transfer, we
intend to transfer the remaining assets as soon as possible.

(3) On August 18, 2000, we purchased Mountaineer Gas, a natural gas sales,
transportation, and distribution company serving southern West Virginia and
the northern and eastern panhandles of West Virginia, from Energy
Corporation of America. We purchased Mountaineer Gas for approximately $326
million, which included the assumption of $100.1 million of existing long
term debt.

(4) The pro forma ratio of earnings to fixed charges for the six months ended
June 30, 2001 of 3.24 includes $4.1 million of reductions in net income,
increases of $3.1 million in fixed charges and $2.8 million in reductions
in income taxes. The pro forma ratio of earnings to fixed charges for the
year ended December 31, 2000 of 3.52 includes $6.1 million of reductions in
net income, increases of $6.2 million in fixed charges and $4.0 million in
reductions in income taxes.

The pro forma ratio of earnings to fixed charges presented in the
table above gives effect to the sale of the new bonds and the application of
proceeds described under "Use of Proceeds" below.

S-4

CONSTRUCTION AND FINANCING

Our construction expenditures in 2000 amounted to $82.2 million and for
2001 and 2002 are expected to aggregate $109.9 million and $111.5 million,
respectively. In 2000, these expenditures included $43.8 million for the
installation of environmental control technology, of which $16.8 million was
allocated to compliance with the Clean Air Act Amendments of 1990 (which will be
referred to as the "CAAA" for the remainder of this prospectus supplement). The
2001 and 2002 estimated construction expenditures include $40.9 million and
$55.8 million, respectively, for environmental control technology, of which
$39.3 million and $49.0 million, respectively, will cover costs of compliance
with the CAAA. Allowance for funds used during construction ("AFUDC") (shown
below), which means allowances for the carrying cost of funds during
construction, has been reduced for carrying charges on CAAA expenditures that
are being collected through currently approved base rates.

2000 2001 2002
------ ------ ------
(DOLLARS IN MILLIONS)
Generation .................................... $ 36.5 $ 45.8 $ 56.3
Transmission and Distribution ................. 45.7 64.1 55.2
------ ------ ------
Total ..................................... 82.2 109.9 111.5
====== ====== ======
Allowance for Funds Used
During Construction
included above .............................. $ 0.1 $ -- $ --

USE OF PROCEEDS

We will use the net proceeds from the sale of the new bonds, together
with other corporate funds, for the following purposes:

o to redeem $50 million principal amount of our First Mortgage
Bonds, 85/8% Series Due 2021 at their current optional redemption
price of 104.19% of their principal amount plus accrued interest
to the redemption date,

o to redeem $40 million principal amount of our 8% Quarterly Income
Debt Securities (QUIDSSM) (Junior Subordinated Deferrable
Debentures Series A) due June 30, 2025 at a redemption price of
100% of their principal amount plus accrued interest to the
redemption date,

o to pay off a credit facility maturing on October 18, 2001 in the
principal amount of $100 million plus accrued interest at the
current variable interest rate of 3.98%,

o to pay off and retire $25 million principal amount of our First
Mortgage Bonds, 73/8% Series Due 2002 at maturity,

o to pay issuance expenses relating to the new bonds, and

o to add to our general funds which, together with other funds
available to us, will be used for other corporate purposes,
including financing our construction program.

S-5

CAPITALIZATION

The following table sets forth our capitalization at June 30, 2001 and
December 31, 2000, and as adjusted to give effect to the sale of the new bonds
and the application of proceeds described above under "Use of Proceeds."

AT JUNE 30, 2001 AT DECEMBER 31, 2000
---------------------------- ----------------------------
ACTUAL AS ADJUSTED ACTUAL AS ADJUSTED
---------- ----------- ---------- -----------
(DOLLARS IN THOUSANDS)

Common stock, other paid-in capital,
and retained earnings ...................... $ 661,572 $ 661,572 $ 707,899 $ 707,899
Preferred stock .............................. 74,000 74,000 74,000 74,000
Long term debt and QUIDS:
First mortgage bonds ....................... 210,000 435,000 210,000 435,000
Quarterly income debt securities ........... 40,000 -- 40,000 --
Secured notes .............................. 81,851 81,851 81,859 81,859
Unsecured notes ............................ 100,667 100,667 106,060 106,060
Installment purchase obligations ........... 19,100 19,100 19,100 19,100
Medium-term debt ........................... 153,475 153,475 153,475 153,475
Unamortized debt discount and premium ...... (3,602) (2,320) (3,760) (2,441)
Short-term debt .............................. -- -- 37,015 37,015
Long-term debt due within one year ........... 105,408 5,408 100,000 --
---------- ---------- ---------- ----------
Total capitalization and short-term debt ... $1,442,471 $1,528,753 $1,525,648 $1,611,967
========== ========== ========== ==========

S-6

DESCRIPTION OF NEW BONDS

THE FOLLOWING DESCRIPTION IS A SUMMARY OF THE MATERIAL PROVISIONS OF
THE NEW BONDS. BECAUSE IT IS ONLY A SUMMARY, THE DESCRIPTION MAY NOT CONTAIN ALL
OF THE INFORMATION THAT IS IMPORTANT TO YOU AS A POTENTIAL INVESTOR IN THE NEW
BONDS. THEREFORE, WE URGE YOU TO READ THE INDENTURE AND THE FORM OF NEW BOND IN
MAKING YOUR DECISION ON WHETHER TO INVEST IN THE NEW BONDS. WE HAVE FILED COPIES
OF THESE DOCUMENTS WITH THE SECURITIES AND EXCHANGE COMMISSION AND WILL ALSO
FILE COPIES OF THESE DOCUMENTS AT THE OFFICE OF THE TRUSTEE IN NEW YORK CITY.

THE FOLLOWING DESCRIPTION OF THE PARTICULAR TERMS OF THE NEW BONDS
OFFERED BY THIS PROSPECTUS SUPPLEMENT SUPPLEMENTS AND REPLACES ANY INCONSISTENT
INFORMATION IN THE DESCRIPTION OF THE GENERAL TERMS AND PROVISIONS OF THE DEBT
SECURITIES IN THE ATTACHED PROSPECTUS.

GENERAL

The new bonds will:

o be initially limited to $300,000,000 aggregate principal amount;

o mature on October 1, 2006;

o be issued in the form of one or more global securities held by
DTC;

o bear interest at the rate of % per year from , 2001 or from the
most recent interest payment date to which interest has been paid
or provided for, payable on a semi-annual basis on April 1 and
October 1 of each year, commencing April 1, 2002, to the persons
in whose name the new bonds are registered at the close of
business on the last business day prior to such interest payment
date; provided that, if the new bonds in global form are
exchanged for certificated new bonds, the interest payment will
be sent to the persons in whose name the new bonds are registered
at the close of business on the day that is 10 days prior to such
interest payment date; and

o be secured by the lien of the Indenture on substantially all of
our property and franchises.

Neither the Indenture nor the Supplemental Indenture relating to the
new bonds contains any covenants or other provisions that are specifically
intended to afford holders of the new bonds special protection in the event of a
highly leveraged transaction.

REDEMPTION

OPTIONAL REDEMPTION

We may, at our option, redeem the new bonds in whole or in part at any
time at a redemption price equal to the greater of:

o 100% of the principal amount of the new bonds to be redeemed,
plus accrued interest to the redemption date, or

o as determined by the Quotation Agent, the sum of the present
values of the remaining scheduled payments of principal and
interest on the new bonds to be redeemed (not including any
portion of payments of interest accrued as of the redemption
date) discounted to the redemption date on a semi-annual basis at
the Adjusted Treasury Rate plus basis points, plus accrued
interest to the redemption date.

S-7

The redemption price will be calculated assuming a 360-day year
consisting of twelve 30-day months.

"Adjusted Treasury Rate" means, with respect to any redemption date,
the rate per year equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for that redemption date.

"Comparable Treasury Issue" means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the remaining
term of the new bonds that would be used, at the time of selection and in
accordance with customary financial practice, in pricing new issues of corporate
debt securities of comparable maturity to the remaining term of the new bonds.

"Comparable Treasury Price" means, with respect to any redemption
date:

o the average of the Reference Treasury Dealer Quotations for that
redemption date, after excluding the highest and lowest of the
Reference Treasury Dealer Quotations, or

o if the trustee obtains fewer than three Reference Treasury Dealer
Quotations, the average of all Reference Treasury Dealer
Quotations so received.

"Quotation Agent" means the Reference Treasury Dealer appointed by us.

"Reference Treasury Dealer" means (1) each of Banc of America
Securities LLC, Banc One Capital Markets, Inc. and Salomon Smith Barney Inc.,
and their respective successors, unless any of them ceases to be a primary U.S.
Government securities dealer in New York City (a "Primary Treasury Dealer"), in
which case we will substitute another Primary Treasury Dealer; and (2) any other
Primary Treasury Dealer selected by us.

"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the trustee by that Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third business day preceding that redemption date.

We will mail notice of any redemption at least 30 days but not more
than 60 days before the redemption date to each holder of the new bonds to be
redeemed.

Unless we default in payment of the redemption price, on and after the
redemption date, interest will cease to accrue on the new bonds or portions of
the new bonds called for redemption.

S-8

SPECIAL REDEMPTION

The special redemption price is 100% of the principal amount of the
bonds to be redeemed plus accrued interest and applies to redemptions of the new
bonds with cash deposited with the trustee from proceeds of released property,
property taken by eminent domain or insurance. Redemptions of the new bonds
during any 12-month period beginning April 30 at the special redemption price
with cash deposited with the trustee may not exceed the greater of:

o 1% of the principal amount of the series of the new bonds
originally issued ($3,000,000) or

o the lowest percentage redeemed of first mortgage bonds of any
other series then redeemable in accordance with the same method
during the same period relative to the respective aggregate
principal amount of first mortgage bonds of such series
originally issued.

PAYMENT OF PRINCIPAL AND INTEREST

We will make payments of principal and interest on the new bonds to
The Depository Trust Company ("DTC"), as depositary, which will receive the
funds for distribution to the beneficial holders of the new bonds. We expect
that holders of the new bonds will be paid in accordance with the procedures of
DTC and its direct and indirect participants. Neither we nor any paying agent
will have any responsibility or liability for any aspect of the records of, or
payments made by, DTC or any failure on the part of DTC in making payments to
holders of the new bonds in global form from the funds it receives.

GLOBAL CLEARANCE AND SETTLEMENT

We have obtained the information in this section from sources we
believe to be reliable, including from DTC, and we take responsibility for the
accurate reproduction of this information. We take no responsibility, however,
for the accuracy of this information. DTC is under no obligation to perform or
continue to perform the procedures described below, and it may modify or
discontinue them at any time. Neither we nor the trustee will be responsible for
DTC's performance of its obligations under its rules and procedures. Nor will we
or any registrar be responsible for the performance by direct or indirect
participants of their obligations under their rules and procedures.

GENERAL

DTC is:

o a limited-purpose trust company organized within the meaning of
the New York Banking Law;

o a "banking organization" under the New York Banking Law;

o a member of the Federal Reserve System;

o a "clearing corporation" within the meaning of the New York
Uniform Commercial Code; and

o a "clearing agency" registered under Section 17A of the
Securities Exchange Act of 1934.

DTC was created to hold securities for its participants and facilitate
the clearance and settlement of securities transactions between its
participants. It does this through electronic book-entry changes in the accounts
of its direct participants, eliminating the need for physical movement of
securities certificates. DTC is owned by a number of its direct participants and
by the New York Stock Exchange, Inc., the American Stock Exchange and the
National Association of Securities Dealers, Inc.

S-9

OWNERSHIP OF THE NEW BONDS THROUGH DTC

We will issue the new bonds in the form of one or more fully
registered book-entry securities, registered in the name of Cede & Co., a
nominee of DTC. Financial institutions, acting as direct and indirect
participants in DTC, will represent your beneficial interests in the book-entry
securities. These financial institutions will record the ownership and transfer
of your beneficial interests through book-entry accounts.

We and the trustee will treat the registered holder of the new bonds,
initially Cede & Co., as the absolute owner of the new bonds for all purposes.
Once we and the trustee make payments to the registered holders, we and the
trustee will no longer be liable on the new bonds for the amounts so paid.
Accordingly, if you own a beneficial interest in the book-entry securities, you
must rely on the procedures of the institutions through which you hold your
interests in the book-entry securities (including DTC and its participants) to
exercise any of the rights granted to the holder of the book-entry securities.
Under existing industry practice, if you desire to take any action that Cede &
Co., as the holder of these book-entry securities, is entitled to take, then
Cede & Co. would authorize the DTC participant through which you own your
beneficial interest to take the action, and that DTC participant would then
either authorize you to take the action or act for you on your instructions.

DTC may grant proxies or authorize its participants (or persons
holding beneficial interests in the new bonds in global form through these
participants) to exercise any rights of a holder or take any other actions that
a holder is entitled to take under the Indenture or the new bonds.

TRADING BETWEEN DTC PURCHASERS AND SELLERS

DTC participants will transfer interests in the new bonds among
themselves in the ordinary way according to DTC rules. DTC participants will pay
for these transfers by wire transfer. The laws of some states require certain
purchasers of securities to take physical delivery of the securities in
definitive form. These laws may impair your ability to transfer beneficial
interests in the new bonds to these purchasers. DTC can act only on behalf of
its direct participants, who in turn act on behalf of indirect participants and
certain banks. Thus, your ability to pledge beneficial interests in the new
bonds to persons that do not participate in the DTC system, and to take other
actions, may be limited because you will not possess a physical certificate that
represents your interest.

S-10

UNDERWRITING

We have entered into a purchase agreement with respect to the new
bonds with the underwriters named below. Subject to certain conditions, we have
agreed to sell, and each underwriter has severally agreed to purchase, the
principal amount of new bonds indicated in the following table.

UNDERWRITERS PRINCIPAL
------------ AMOUNT OF
NEW BONDS
------------
Banc of America Securities LLC ................................... $
Banc One Capital Markets, Inc. ...................................
Mellon Financial Markets, LLC
Scotia Capital (USA) Inc. ........................................
------------
Total ............................................................ $300,000,000

New bonds sold by the underwriters to the public will initially be
offered at the public offering price set forth on the cover of this prospectus
supplement. Any new bonds sold by the underwriters to securities dealers may be
sold at a discount from the public offering price of up to % of the principal
amount of new bonds. Any of the securities dealers may resell any new bonds
purchased from the underwriters to certain brokers or dealers at a discount from
the public offering price of up to % of the principal amount of new bonds. If
all the new bonds are not sold at the public offering price, the underwriters
may change the offering price and the other selling terms.

There is presently no established trading market for the new bonds,
and we do not intend to apply for listing of the new bonds on a national
securities exchange. The underwriters have advised us that they intend to make a
market in the new bonds but they are not obligated to do so and may discontinue
market making at any time without notice. No assurance can be given as to the
liquidity of the trading market for the new bonds.

In connection with the offering, the underwriters may purchase and
sell the new bonds in the open market. These transactions may include short
sales, stabilizing transactions and purchases to cover positions created by
short sales. Short sales involve the sale by the underwriters of a greater
number of new bonds than they are required to purchase in the offering.
Stabilizing transactions consist of certain bids or purchases made for the
purpose of preventing or retarding a decline in the market price of the new
bonds while the offering is in progress.

The underwriters also may impose a penalty bid. This occurs when a
particular underwriter repays to the underwriters a portion of the underwriting
discount received by it because the representatives have repurchased new bonds
sold by or for the account of the underwriter in stabilizing or short covering
transactions.

These activities by the underwriters may stabilize, maintain or
otherwise affect the market price of the new bonds. As a result, the price of
the new bonds may be higher than the price that otherwise might exist in the
open market. If these activities are commenced, the underwriters may discontinue
them at any time. These transactions may be effected in the over-the-counter
market or otherwise.

We have agreed to indemnify the several underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.

The underwriters or their affiliates may engage in transactions with,
or perform services for, us or our affiliates in the ordinary course of
business.

Because more than 10% of the net proceeds of this offering may be paid
to affiliates of the underwriters, this offering is made pursuant to Rule
2710(c)(8) of the National Association of Securities Dealers, Inc.

S-11

VALIDITY OF NEW BONDS

Sullivan & Cromwell, New York, New York, will pass upon the validity
of the new bonds for us. Simpson Thacher & Bartlett, New York, New York, will
pass upon the validity of the new bonds for the underwriters. On matters of
local law, these firms will rely on Robert R. Winter, Esq., Vice President and
Deputy General Counsel of Monongahela Power Company.

EXPERTS

The financial statements incorporated in this prospectus supplement by
reference to the Annual Report on Form 10-K for the year ended December 31, 2000
have been so incorporated in reliance on the report of PricewaterhouseCoopers
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting.

S-12

PROSPECTUS DATED JUNE 8, 2000

$300,000,000

MONONGAHELA POWER COMPANY

FIRST MORTGAGE BONDS
UNSECURED DEBT SECURITIES

----------------------

We may offer from time to time up to $300,000,000 of our debt securities.
These securities may be either first mortgage bonds, secured by a mortgage on
our assets, or unsecured debt securities. When we offer these securities, we
will provide you with a prospectus supplement describing the terms of the
specific issue, including the offering price and whether the securities are
secured.

You should read this prospectus and the prospectus supplement relating to
the specific issue of securities carefully before you invest.

----------------------

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

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We may sell these securities to underwriters, through agents or directly to
other purchasers. The prospectus supplement will include the names of any
underwriters or agents.

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the
SEC using a "shelf" registration process. Under this shelf process, we may sell
the securities described in this prospectus in one or more offerings up to a
total dollar amount of $300,000,000. This prospectus provides you with a general
description of the first mortgage bonds and unsecured debt securities we may
offer. In this prospectus, we refer to the first mortgage bonds and unsecured
debt securities collectively as "SECURITIES".

Each time we sell Securities, we will provide a "PROSPECTUS SUPPLEMENT"
that will contain specific information about the terms of that offering. The
prospectus supplement may also add, update or change information contained in
this prospectus. You should read both this prospectus and any prospectus
supplement together with additional information described in the section
entitled "Where You Can Find More Information" on page 16.

For more detail, you should read the exhibits, financial statements, notes
and schedules filed with our registration statement.

ABOUT MONONGAHELA POWER COMPANY

MONONGAHELA POWER COMPANY is an electric and gas utility operating in
northern West Virginia and an adjacent portion of Ohio. We also own generating
capacity in Pennsylvania. We are a wholly-owned subsidiary of Allegheny Energy,
Inc. and, together with West Penn Power Company and The Potomac Edison Company,
comprise the Allegheny Power integrated electric utility system. 92% of our
retail customers are located in West Virginia, and the remainder are in Ohio.

POTENTIAL RESTRUCTURING

Starting on January 1, 2001, all customers in Ohio will be able to choose
their electricity supplier. This marks the beginning of a multi-year transition
to market rates. Total electric rates will be frozen over this period, and
residential customers are guaranteed a five percent cut in the generation
portion of their rates, unless this reduction would unduly impair market entry.
We have filed a transition plan with the Public Utilities Commission of Ohio
which contemplates, pursuant to the Ohio restructuring statute, transferring to
our affiliate, Allegheny Energy Supply Company, LLC, our generating assets that
are allocated to servicing Ohio customers. By law, the Ohio Commission must act
on our request by the end of October 2000.

In December 1999, the West Virginia Public Service Commission concluded
that public interest would be best served by opening the supply of electricity
to market competition. On March 11, 2000, the West Virginia legislature approved
a plan that will allow market competition, but provided that this plan cannot be
implemented until certain tax issues are resolved and the legislature takes
further action to implement it. The legislative plan contemplates the transfer
of our electric generating assets to unregulated entities on or after the date
customers are permitted to choose their power supplier. We expect that the
legislature will take implementing action during the first half of 2001. At that
time, we expect to transfer our generating assets that are allocated to
servicing our customers in West Virginia to Allegheny Energy Supply. There can
be no assurance, however, that the West Virginia legislature will take the
further action which is required to implement the deregulation plan and our
proposed asset transfer.

Even with legislative authorization, we cannot commence a transfer of West
Virginia generating assets, until we receive the approval of the SEC pursuant to
the Public Utility Holding Company Act of 1935. We must also obtain approval
from the Federal Energy Regulatory Commission. We cannot assure you when or even
if restructuring in West Virginia will be accomplished.

USE OF PROCEEDS

Unless otherwise indicated in the prospectus

supplement, we will use the net proceeds from the sale of the Securities for the
proposed acquisition of Mountaineer Gas Company, and for general corporate
purposes, including the refinancing of debt and the financing of our
construction program.

Allegheny Energy Inc., our parent, announced in December 1999 that it had
entered into a stock purchase agreement to acquire Mountaineer Gas Company for
$323 million ($100 million of which may be assumed debt), subject to certain
adjustments. At that time, Allegheny Energy Inc. also announced its intention to
assign all its rights under the agreement to us. On May 11, 2000, the Public
Service Commission of West Virginia approved our acquisition of Mountaineer Gas
Company. This purchase will not occur, however, until we also receive approval
from the SEC pursuant to the Public Utility Holding Company Act of 1935.

OUR CONSTRUCTION PROGRAM

Our construction expenditures in 1999 amounted to $82.4 million. In 2000
and 2001, these expenditures are expected to total $75 million and $72.4
million, respectively. Our total actual environmental expenditures for the
construction of environmental control technology in 1999 amounted to $16.1
million. The 2000 and 2001 estimated expenditures include $27.2 million and
$33.8 million, respectively, for construction of environmental control
technology. These estimates, however, might be revised.

We anticipate that as West Virginia and Ohio move to a competitive market
for the supply of electricity, and our generating assets are transferred to
Allegheny Energy Supply, any obligations we may have at that time to supply
electricity can be met by purchasing electricity in the market or from Allegheny
Energy Supply. Accordingly, costs related to the generation of electricity,
including construction and fuel expenditures, will be borne by others.

In connection with our construction program, we must estimate the
availability and cost of capital as well as the future demands of our customers
that are subject to regional, national and international developments, changing
business conditions, and other factors. The construction of facilities and their
cost are affected by laws and regulations, lead times in manufacturing,
availability of labor, materials and supplies, inflation, interest rates, and
licensing, rate, environmental and other proceedings before regulatory
authorities. Decisions regarding construction of facilities must also take into
account retail competition. As a result, our future plans are subject to
continuing review and substantial change.

We have financed our construction program through funds we have generated
from operations and through the sale of a variety of debt and equity securities,
equity investments by our parent company Allegheny Energy, Inc. and, where
necessary, interim short-term debt. Our future ability to finance our
construction program by these means depends on many factors, including the
effects of competition, our ability to obtain credit, rate levels sufficient for
us to generate funds, and revenues adequate to both produce a satisfactory
return on the common equity portion of our capital structure and to allow us to
issue new securities.

RATIOS OF EARNINGS TO FIXED CHARGES

Our consolidated ratios of earnings to fixed charges for each of the fiscal
years ended December 31, 1995 through 1999 are as follows:

YEARS ENDED DECEMBER 31
1995 1996 1997 1998 1999
---- ---- ---- ---- ----
X3.68 X3.44 X4.14 X4.40 X4.69

Our consolidated ratio of earnings to fixed charges for the twelve months
ended March 31, 2000 was x4.49.

For purposes of computing these ratios, earnings consist of income before
income taxes plus fixed charges. Fixed charges consist of: (a) interest

expenses and amortization of debt expenses as reported in our consolidated
financial statements; (b) dividends on preferred stock of subsidiary companies;
and (c) the portion of net rental expense which is deemed representative of the
interest factor inherent in rents.

DESCRIPTION OF SECURITIES WE MAY OFFER

As required by U.S. federal law for all debt securities of companies that
are publicly offered, the Securities issued under this prospectus are governed
by an "INDENTURE". The Indenture governing the First Mortgage Bonds is a
contract between us and Citibank, N.A. The Indenture governing our unsecured
debt securities will be a contract between us and Bank One Trust Company, N.A.
Each of these banks currently acts as "TRUSTEE" under the Indenture to which it
is a party.

Each Trustee has two main roles:

o First, the Trustee can enforce your rights against us if we default. There
are some limitations on the extent to which the Trustee acts on your
behalf.

o Second, the Trustee performs administrative duties for us, such as sending
you interest payments, transferring your debt securities to a new buyer if
you sell and sending you notices.

In this description, we refer to the First Mortgage Bonds as "NEW BONDS"
and the unsecured debt securities as the "NEW DEBT SECURITIES". "BOND" means any
bond that has been, or will be, delivered under the Indenture that governs the
New Bonds. A copy of each Indenture is filed as an exhibit to the registration
statement relating to the Securities.

Each Indenture permits us to issue different series of Securities from time
to time. We may issue securities in such amounts, at such times and on such
terms as we wish. The Securities may differ from one another in their terms.

Securities may be sold at prices substantially below their face value, and
may be denominated in foreign currencies. The prospectus supplement will
describe:

o special United States federal income tax or other considerations, if any,
with respect to Securities sold at original issue discount.

o special United States federal income tax and other considerations, if any,
with respect to Securities which are denominated in a currency or currency
unit other than United States dollars.

Unless otherwise indicated in the prospectus supplement, the covenants
contained in the Indentures and the Securities will not afford holders of the
Securities protection in the event of a sudden decline in credit rating that
might, for example, result from a highly leveraged transaction.

The Indentures do not limit the aggregate amount of New Debt Securities
that we may issue, nor do they limit the aggregate amount of any particular
series.

THIS SECTION IS ONLY A SUMMARY

The Indentures, any Supplemental Indentures and your Security contain the
full legal text of the matters described in this section. A copy of each
Indenture has been filed with the SEC as part of our registration statement. See
"Where You Can Find More Information" on page 16 for information on how to
obtain a copy.

This section summarizes the material terms that will apply generally to the
Securities. Each particular Security will have financial and other terms
specific to it, and the specific terms of each Security will be described in the
prospectus supplement. Those terms may vary from the terms described here. As
you read this section, therefore, please remember that the specific terms of
your Security as described in your prospectus supplement will supplement and, if
applicable, may

modify or replace the general terms described in this section. The statements we
make in this section may not apply to your Security.

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IN THE REMAINDER OF THIS DESCRIPTION "YOU" MEANS DIRECT HOLDERS AND NOT "STREET
NAME" OR OTHER INDIRECT HOLDERS OF SECURITIES. INDIRECT HOLDERS SHOULD READ THE
SUBSECTION ON PAGE 13 ENTITLED "`STREET NAME' AND OTHER INDIRECT HOLDERS".
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DESCRIPTION OF NEW BONDS

FORM, EXCHANGE AND TRANSFER

The New Bonds will be issued:

o only in fully registered form;

o without interest coupons; and

o in denominations that are even multiples of $1,000.

You may have your New Bonds broken into more New Bonds of smaller
denominations or combined into fewer New Bonds of larger denominations, as long
as the total principal amount is not changed. This is called an "EXCHANGE".
(ARTICLE II, SECTION 8)

You may exchange or transfer New Bonds at the office of the entity
performing the role of maintaining the list of registered holders, known as the
"SECURITY REGISTRAR", or at the office of any transfer agent designated by us
for that purpose. (ARTICLE II, SECTION 10)

You will not be required to pay a service charge to transfer or exchange
New Bonds, but you may be required to pay for any tax or other governmental
charge associated with the exchange or transfer. The transfer or exchange will
only be made if the Security Registrar or transfer agent, as applicable, is
satisfied with your proof of ownership. (ARTICLE II, SECTION 10)

If the New Bonds are redeemable and we redeem less than all of the New
Bonds of a particular series, we may block the transfer or exchange of New Bonds
during the period beginning 5 days before the day we mail the notice of
redemption and ending on the day of that mailing, in order to freeze the list of
holders to prepare the mailing. We may also refuse to register transfers or
exchanges of New Bonds selected for redemption, except that we will continue to
permit transfers and exchanges of the unredeemed portion of any New Bonds being
partially redeemed. (ARTICLE II, SECTION 10)

ADDITIONAL NEW BONDS

Additional New Bonds MAY be issued in an amount up to:

o 60% of the net bondable value (which we estimate was approximately
$540,000,000 on December 31, 1999) of property additions that are not
subject to an unfunded prior lien (ARTICLE III, SECTION 4);

o the principal amount of Bonds that have been, or will be, retired
(ARTICLE III, SECTION 6); and

o the amount of any cash deposited with the Trustee (ARTICLE III, SECTION 5).

Additional New Bonds MAY NOT be issued unless our net earnings over a
certain period (12 out of the 15 preceding months) that are available for
interest, after a provision for depreciation but before income taxes, are at
least twice the annual interest charges on all Bonds and prior lien Bonds then
outstanding and any New Bonds applied for (ARTICLE III, SECTION 3).

Cash that we have deposited for an issue of New Bonds may be withdrawn in
an amount equal to either:

o 60% of the net bondable value of property additions that are not subject to
a prior lien, or

o the aggregate principal amount of certain Bonds that have been retired or
will be retired.

We expect to offer the New Bonds on the basis of property additions, cash
deposited with the Trustee or Bonds that have been retired or will be retired.
(ARTICLE VIII, SECTION 3)

SECURITY

The New Bonds are secured by a direct first lien on all the real estate and
franchises that we now own or may own in the future.

This lien is SUBJECT TO:

o statutory liens;
o taxes;
o other permitted liens and encumbrances; and
o the rights of others to certain after-acquired property. (ARTICLE I,
DEFINITIONS)

This lien DOES NOT EXTEND to:

o any bills;
o notes;
o accounts receivable;
o cash;
o agreements;
o unpledged securities;
o materials and supplies; and
o certain other assets. (NINTH, PREAMBLE)

PAYMENT AND PAYING AGENTS

We will pay interest, principal and any other money due on the New Bonds at
the Trustee's corporate trust office. You must make arrangements to have your
payments picked up or wired from that office. We may also choose to pay interest
by mailing checks.

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"STREET NAME" AND OTHER INDIRECT HOLDERS SHOULD CONSULT THEIR BANKS OR BROKERS
FOR INFORMATION ON HOW THEY WILL RECEIVE PAYMENTS.
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We may also arrange for additional payment offices and may cancel or change
these offices, including our use of the Trustee's corporate trust office. These
offices are called "PAYING AGENTS". We are required to maintain a Paying Agent
in each Place of Payment for the New Bonds. We must notify you of changes in the
Paying Agents for the New Bonds. (ARTICLE IV, SECTION 4)

MERGERS AND SIMILAR EVENTS

We are generally permitted to consolidate or merge with another company or
firm. We are also permitted to sell substantially all of our assets to another
firm or to buy substantially all of the assets of another firm. However, we may
not take any of these actions unless the following conditions, among others, are
met:

o Where we merge out of existence, sell or lease our assets, the merger, sale
of assets or lease may not affect the direct first lien on all the real
estate and franchises that we now own or may own in the future, and the
other firm must agree to be legally responsible for the New Bonds.

o The merger, sale of assets or other transaction must not cause a default on
the New Bonds, and we must not already be in default. (ARTICLE XII,
SECTIONS 1 AND 3)

MODIFICATION

There are two methods of modifying the Indenture and the New Bonds.

CHANGES REQUIRING YOUR APPROVAL. First, there are two changes that cannot
be made to your New Bonds without your specific approval:

o any change to the terms of payment of the principal of or interest on your
New Bonds; and

o any reduction in the percentage of holders of Bonds whose consent is needed
to modify or amend the Indenture. (ARTICLE XV, SECTION 6)

CHANGES REQUIRING A SUPERMAJORITY VOTE. The second type of change to the
Indenture and the Bonds is the kind that requires a vote in favor by holders of
Bonds owning 75% of the principal amount of the total amount of outstanding
Bonds and, if not all series are affected, a vote in favor by holders of Bonds
owning 75% of the principal amount of each affected series. Most changes fall
into this category, except for clarifying changes and certain other changes that
would not adversely affect holders of the Bonds. (ARTICLE XV, SECTION 6)

COVENANTS

The prospectus supplement for the New Bonds may set forth restrictive
covenants with respect to your New Bonds.

EVENTS OF DEFAULT

You will have special rights if an Event of Default occurs and is not
cured, as described later in this subsection.

WHAT IS AN EVENT OF DEFAULT? The term "EVENT OF DEFAULT" for the New Bonds
means any of the following:

o We do not pay the principal of or any premium on a New Bond on its due date.

o We do not pay interest on a New Bond on its due date.

o We do not deposit any improvement and sinking, renewal and replacement or
similar fund payment on its due date.

o We remain in breach of a covenant of the Indenture for 60 days after we
receive a notice of default stating we are in breach. The notice must be
sent by either the Trustee or holders of 15% of the Bonds.

o We file for bankruptcy or certain other events in bankruptcy, insolvency or
reorganization occur.

o We fail to meet other requirements of the Indenture. (ARTICLE IX,
SECTION 1)

REMEDIES IF AN EVENT OF DEFAULT OCCURS. If an Event of Default has occurred
and has not been cured, the Trustee or the holders of 25% in principal amount of
all Bonds may declare the entire principal amount of all the Bonds to be due and
immediately payable. If an Event of Default occurs because of certain events in
bankruptcy, insolvency or reorganization, the principal amount of all the New
Bonds will be automatically accelerated, without any action by the Trustee or
any holder. A declaration of acceleration of maturity may be cancelled by the
holders of at least a majority in principal amount of the New Bonds. (ARTICLE
IX, SECTION 1)

Except in cases of default, where the Trustee has some special duties, the
Trustee is not required to take any action under the Indenture at the request of
any holders unless the holders offer the Trustee reasonable protection from
expenses and liability (called an "INDEMNITY"). If reasonable indemnity is
provided, the holders of a majority in principal amount of the outstanding New
Bonds of the relevant series may direct the time, method and place of conducting
any lawsuit or other formal legal action seeking any remedy available to the
Trustee (ARTICLE XIII, SECTION 1).

Before you bypass the Trustee and bring your own lawsuit or other formal
legal action or take other steps to enforce your rights or protect your

interests relating to the New Bonds, the following must occur:

o You must give the Trustee written notice that an Event of Default has
occurred and remains uncured.

o The holders of 25% in principal amount of all outstanding Bonds must make a
written request that the Trustee take action because of the default, and
must offer reasonable indemnity to the Trustee against the cost and other
liabilities of taking that action.

o The Trustee must have refused or neglected to take action within a
reasonable time and after receipt of the notice and offer of indemnity.

However, you are entitled at any time to bring a lawsuit for the payment of
money due on your New Bond on or after its due date. (ARTICLE IX, SECTION 12)

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"STREET NAME" AND OTHER INDIRECT HOLDERS SHOULD CONSULT THEIR BANKS OR BROKERS
FOR INFORMATION ON HOW TO GIVE NOTICE OR DIRECTION TO OR MAKE A REQUEST OF THE
TRUSTEE.
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We will furnish to the Trustee every year a written statement of certain of
our officers certifying that to their knowledge we are in compliance with the
Indenture and the Bonds, or else specifying any default.

DESCRIPTION OF THE NEW DEBT SECURITIES

FORM, EXCHANGE AND TRANSFER

The New Debt Securities will be issued:

o only in fully registered form;

o without interest coupons; and

o in denominations that are even multiples of $1,000. (SECTION 302)

The Indenture will not limit the aggregate amount of New Debt Securities
that we may issue, nor will it limit the aggregate amount of any particular
series.

You may have your New Debt Securities broken into more New Debt Securities
of smaller denominations or combined into fewer New Debt Securities of larger
denominations, as long as the total principal amount is not changed. This is
called an "EXCHANGE".

You may exchange or transfer New Debt Securities at the office of the
entity performing the role of maintaining the list of registered holders, known
as the "SECURITY REGISTRAR", or at the office of any transfer agent designated
by us for that purpose. (SECTION 305)

You will not be required to pay a service charge to transfer or exchange
New Debt Securities, but you may be required to pay any tax or other
governmental charge associated with the exchange or transfer. The transfer or
exchange will only be made if the Security Registrar or transfer agent, as
applicable, is satisfied with your proof of ownership.

If the New Debt Securities are redeemable and we redeem less than all of
the New Debt Securities of a particular series, we may block the transfer or
exchange of New Debt Securities during the period beginning 15 days before the
day we mail the notice of redemption and ending on the day of that mailing, in
order to freeze the list of holders to prepare the mailing. We may also refuse
to register transfers or exchanges of New Debt Securities selected for
redemption, except that we will continue to permit transfers and exchanges of
the unredeemed portion of any New Debt Security being partially redeemed.
(SECTION 305)

SUBORDINATION

The prospectus supplement for your series of New Debt Securities will say
whether the New Debt Securities are subordinated securities. If so, the payment
of principal, any premium and interest on the New Debt Securities will be
subordinated in right of payment to the prior payment in full of our "SENIOR
DEBT". This means that in certain circumstances where we may not be making
payments on all of our debt obligations as they come due, the holders of all of
our Senior Debt will be entitled to receive payment in full of all amounts that
are due or will become due on the Senior Debt before you and the other direct
holders of New Debt Securities will be entitled to receive any amounts on the
New Debt Securities. These circumstances include:

o We make a payment or distribute assets to creditors upon any liquidation,
dissolution, winding up or reorganization of our company, or as part of an
assignment or marshalling of our assets for the benefit of our creditors;
or

o We file for bankruptcy or certain other events in bankruptcy, insolvency or
similar proceedings occur. (SECTION 1403)

In addition, we are not permitted to make payments of principal, any
premium or interest on the New Debt Securities if we default in our obligation
to make payments on Senior Debt and do not cure such default, or if an event of
default that permits the holders of Senior Debt to accelerate the maturity of
the Senior Debt occurs.(SECTION 1402)

These subordination provisions mean that if we are insolvent, a holder of
our Senior Debt may ultimately receive out of our assets more than a holder of
the same amount of our subordinated debt securities (such as the New Debt
Securities).

Senior Debt includes all of our indebtedness evidenced by notes,
debentures, bonds (including the New Bonds) or other securities and any
indebtedness which we have assumed or guaranteed in any way, even on a
contingent basis. Senior Debt also generally includes any renewals, extensions
or refundings of the indebtedness described in the preceding sentence.

At April 30, 2000, we owed a total of approximately $310,850,000 of Senior
Debt. The Indenture will not limit the amount of Senior Debt we are permitted to
have and we may in the future incur additional Senior Debt.

PAYMENT AND PAYING AGENTS

We will pay interest to you if you are a direct holder listed in the
records of the Security Registrar or of the transfer agent, as applicable, at
the close of business on a particular day in advance of each due date for
interest, even if you no longer own the New Debt Security on the interest due
date. That particular day, usually about two weeks in advance of the interest
due date, is called the "REGULAR RECORD DATE" and is stated in the prospectus
supplement. (SECTION 307)

Holders buying and selling New Debt Securities must work out between them
how to compensate for the fact that we will pay all the interest for an interest
period to the one who is the registered holder on the Regular Record Date. The
most common manner is to adjust the sales price of the New Debt Securities to
pro rate interest fairly between buyer and seller. This pro rated interest
amount is called "ACCRUED INTEREST".

We will pay interest, principal and any other money due on the New Debt
Securities at the Trustee's corporate trust office. You must make arrangements
to have your payments picked up at or wired from that office. We may also choose
to pay interest by mailing checks.

We may also arrange for additional payment offices and may cancel or change
these offices, including our use of the Trustee's corporate trust office. These
offices are called "PAYING AGENTS". We are required to maintain a Paying Agent
in each Place of Payment for the New Debt Securities. We must notify you of
changes in the Paying Agents for any particular series of New Debt Securities.
(SECTION 1002)

All interest, principal and any other money due on the New Debt Securities
that is paid by us to a Paying Agent and remains unclaimed for two years after
the date on which the payment was due will be repaid to us. The holder of this
New Debt Security may then seek payment of the unclaimed amount only from us.
(SECTION 1003)

MERGERS AND SIMILAR EVENTS

o Where we merge out of existence or sell our assets, the other firm may not
be organized under a foreign country's laws (that is, it must be a
corporation, partnership, trust or other entity organized under the laws of
a State or the District of Columbia or under federal law) and it must agree
to be legally responsible for the New Debt Securities.

o The merger, sale of assets or other transaction must not cause a default on
the New Debt Securities, and we must not already be in default (unless the
merger or other transaction would cure the default). (SECTION 801)

MODIFICATION AND WAIVER

There are three types of changes we can make to the Indenture and the New
Debt Securities.

CHANGES REQUIRING YOUR APPROVAL. First, there are changes that cannot be
made to your New Debt Securities without your specific approval. Following is a
list of those types of changes:

o change the stated maturity of the principal of or interest on any New Debt
Security

o reduce any amounts due on any New Debt Security

o reduce the amount of principal payable upon acceleration of the maturity of
any New Debt Security following a default

o change the place or currency of payment on any New Debt Security

o impair your right to sue for payment

o reduce the percentage of holders of New Debt Securities whose consent is
needed to modify or amend the Indenture

o reduce the percentage of holders of New Debt Securities whose consent is
needed to waive compliance with certain provisions of the Indenture or to
waive certain defaults

o modify any other aspect of the provisions dealing with modification and
waiver of the Indenture (SECTION 902)

CHANGES REQUIRING A MAJORITY VOTE. The second type of change to the
Indenture and the New Debt Securities is the kind that requires a vote in favor
by holders of New Debt Securities owning a majority of the principal amount of
the particular series affected. Most changes fall into this category, except for
clarifying changes and certain other changes that would not adversely affect
holders of the New Debt Securities. The same vote would be required for us to
obtain a waiver of all or part of the restrictive covenants described later on
page 11, or a waiver of a past default. However, we cannot obtain a waiver of a
payment default or any other aspect of the Indenture or the New Debt Securities

listed in the first category described above under "Changes Requiring Your
Approval" unless we obtain your individual consent to the waiver. (SECTION 513)

CHANGES NOT REQUIRING APPROVAL. The third type of change does not require
any approval by holders of New Debt Securities. This type is limited to
clarifications and certain other changes that would not adversely affect holders
of the New Debt Securities.

FURTHER DETAILS CONCERNING VOTING. When taking a vote, we will use the
following rules to decide how much principal amount to attribute to a New Debt
Security:

o For discount securities, we will use the principal amount that would be due
and payable on the voting date if the maturity of the New Debt Securities
were accelerated to that date because of a default.

o For New Debt Securities whose principal amount is not known (for example,
because it is based on an index), we will use a special rule for that New
Debt Security described in the prospectus supplement.

o For New Debt Securities denominated in one or more foreign currencies or
currency units, we will use the U.S. dollar equivalent.

New Debt Securities will not be considered outstanding, and therefore are
not eligible to vote, if we have deposited or set aside in trust for you money
for their payment or redemption. New Debt Securities will also not be eligible
to vote if they have been fully defeased as described later on page 11 under
"Full Defeasance". (SECTION 101)

We generally will be entitled to set any day as a record date for the
purpose of determining the holders of outstanding New Debt Securities that are
entitled to vote or take other action under the Indenture. In certain limited
circumstances, the Trustee will be entitled to set a record date for action by
holders. If we or the Trustee set a record date for a vote or other action to be
taken by holders of a particular series, that vote or action may be taken only
by persons who are holders of outstanding New Debt Securities of that series on
the record date and must be taken within 180 days following the record date or a
shorter period that we may specify (or as the Trustee may specify if it sets the
record date). We may shorten or lengthen (but not beyond 180 days) this period
from time to time. (SECTION 104)

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"STREET NAME" AND OTHER INDIRECT HOLDERS SHOULD CONSULT THEIR BANKS OR BROKERS
FOR INFORMATION ON HOW APPROVAL MAY BE GRANTED OR DENIED IF WE SEEK TO CHANGE
THE INDENTURE OR THE NEW DEBT SECURITIES OR REQUEST A WAIVER.
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COVENANTS

The prospectus supplement for your series of New Debt Securities may set
forth restrictive covenants with respect to your New Debt Security.

DEFEASANCE

The following discussion of full defeasance and covenant defeasance will be
applicable to your series of New Debt Securities only if we choose to have them
apply to that series. If we do so choose, we will inform you of this decision in
the prospectus supplement.

(SECTION 1301)

FULL DEFEASANCE. If there is a change in federal tax law, as described
below, we can legally release ourselves from any payment or other obligations on
the New Debt Securities (called "FULL DEFEASANCE") if we put in place the
following other arrangements for you to be repaid:

o We must deposit in trust for your benefit and the benefit of all other
direct holders of the New Debt Securities a combination of money and U.S.
government or U.S. government agency notes or

bonds that will generate enough cash to make interest, principal and any
other payments on the New Debt Securities on their various due dates.

o There must be a change in current federal tax law or an IRS ruling that
lets us make the above deposit without causing you to be taxed on the New
Debt Securities any differently than if we did not make the deposit and
just repaid the New Debt Securities ourselves. (Under current federal tax
law, the deposit and our legal release from the New Debt Securities would
be treated as though we took back your New Debt Securities and gave you
your share of the cash and notes or bonds deposited in trust. In that
event, you could recognize gain or loss on the New Debt Securities you give
back to us.)

o We must deliver to the Trustee a legal opinion of our counsel confirming
the tax law change described above. (SECTIONS 1302 AND 1304)

o If we ever did accomplish full defeasance, as described above, you would
have to rely solely on the trust deposit for repayment on the New Debt
Securities. You could not look to us for repayment in the unlikely event of
any shortfall. Conversely, the trust deposit would most likely be protected
from claims of our lenders and other creditors if we ever become bankrupt
or insolvent.

COVENANT DEFEASANCE. Under current federal tax law, we can make the same
type of deposit described above and be released from some of the restrictive
covenants in the New Debt Securities that may be described in the applicable
prospectus supplement. This is called "COVENANT DEFEASANCE". In that event, you
would lose the protection of those restrictive covenants but would gain the
protection of having money and securities set aside in trust to repay the New
Debt Securities. In order to achieve covenant defeasance, we must do the
following:

o We must deposit in trust for your benefit and the benefit of all other
direct holders of the New Debt Securities a combination of money and U.S.
government or U.S. government agency notes or bonds that will generate
enough cash to make interest, principal and any other payments on the New
Debt Securities on their various due dates.

o We must deliver to the Trustee a legal opinion of our counsel confirming
that under current federal income tax law we may make the above deposit
without causing you to be taxed on the New Debt Securities any differently
than if we did not make the deposit and just repaid the New Debt Securities
ourselves.

If we accomplish covenant defeasance, the following provisions of the
Indenture and the New Debt Securities would no longer apply:

o Covenants applicable to the series of New Debt Securities and described in
the prospectus supplement.

o The Events of Default relating to breach of covenants and acceleration of
the maturity of other debt, described later on page 12 under "What Is an
Event of Default?".

If we accomplish covenant defeasance, you can still look to us for
repayment of the New Debt Securities if there is a shortfall in the trust
deposit. In fact, if one of the remaining Events of Default occurs (such as our
bankruptcy) and the New Debt Securities become immediately due and payable,
there may be such a shortfall. Depending on the event causing the default, you
may not be able to obtain payment of the shortfall. (SECTIONS 1303 AND 1304)

EVENTS OF DEFAULT

You will have special rights if an Event of Default occurs and is not
cured, as described later in this subsection.

WHAT IS AN EVENT OF DEFAULT? The term "EVENT OF DEFAULT" for the New Debt
Securities means any of the following:

o We do not pay the principal of or any premium on a New Debt Security on its
due date.

o We do not pay interest on a New Debt Security within 30 days of its due
date.

o We do not deposit any sinking fund payment on its due date.

o We file for bankruptcy or certain other events in bankruptcy, insolvency or
reorganization occur.

o Any other Event of Default described in the prospectus supplement occurs.
(SECTION 501)

REMEDIES IF AN EVENT OF DEFAULT OCCURS. If an Event of Default has occurred
and has not been cured, the Trustee or the holders of 25% in principal amount of
the New Debt Securities of the affected series may declare the entire principal
amount of all the New Debt Securities of that series to be due and immediately
payable. If an Event of Default occurs because of certain events in bankruptcy,
insolvency or reorganization, the principal amount of all the New Debt
Securities of that series will be automatically accelerated, without any action
by the Trustee or any holder. A declaration of acceleration of maturity may be
canceled by the holders of at least a majority in principal amount of the New
Debt Securities of the affected series. (SECTION 502)

Except in cases of default where the Trustee has some special duties, the
Trustee is not required to take any action under the Indenture at the request of
any holders unless the Holders offer the Trustee reasonable protection from
expenses and liability (called an "INDEMNITY"). If reasonable indemnity is
provided, the holders of a majority in principal amount of the outstanding New
Debt Securities of the relevant series may direct the time, method and place of
conducting any lawsuit or other formal legal action seeking any remedy available
to the Trustee. These majority holders may also direct the Trustee in performing
any other action under the Indenture. (SECTION 512)

Before you bypass the Trustee and bring your own lawsuit or other formal
legal action or take other steps to enforce your rights or protect your
interests relating to the New Debt Securities, the following must occur:

o You must give the Trustee written notice that an Event of Default has
occurred and remains uncured.

o The holders of 25% in principal amount of all outstanding New Debt
Securities of the relevant series must make a written request that the
Trustee take action because of the default, and must offer reasonable
indemnity to the Trustee against the cost and other liabilities of taking
that action.

o The Trustee must have not taken action for 60 days after receipt of the
notice and offer of indemnity. (SECTION 507)

However, you are entitled at any time to bring a lawsuit for the payment of
money due on your New Debt Security on or after its due date. (SECTION 508)

--------------------------------------------------------------------------------
"STREET NAME" AND OTHER INDIRECT HOLDERS SHOULD CONSULT THEIR BANKS OR BROKERS
FOR INFORMATION ON HOW TO GIVE NOTICE OR DIRECTION TO OR MAKE A REQUEST OF THE
TRUSTEE AND TO MAKE OR CANCEL A DECLARATION OF ACCELERATION.
--------------------------------------------------------------------------------

We will furnish to the Trustee every year a written statement of certain of
our officers certifying that to their knowledge we are in compliance with the
Indenture and the New Debt Securities, or else specifying any default. (SECTION
1004)

LEGAL OWNERSHIP

"STREET NAME" AND OTHER INDIRECT HOLDERS

Investors who hold Securities in accounts at banks or brokers will
generally not be recognized by us as legal holders of Securities. This is called
holding in "STREET NAME". Instead, we would recognize only the bank or broker,
or the financial institution the bank or broker uses to hold its securities.
These intermediary banks, brokers and other financial institutions pass along
principal, interest and other payments on the securities, either because they
agree to do so in their customer agreements or because they are legally required
to forfeit these securities payments. If your Securities are in "Street Name,"
you should check with your own institution to find out:

o How it handles securities payments and notices.

o Whether it imposes fees or charges.

o How it would handle voting if ever required.

o Whether and how you can instruct it to send you Securities registered in
your own name so you can be a direct holder as described below.

o How it would pursue rights under the Securities if there were a default or
other event triggering the need for holders to act to protect their
interests.

DIRECT HOLDERS

Our obligations, as well as the obligations of the Trustee and those of any
third parties employed by us or either Trustee, run only to Persons who are
registered as holders of Securities. As noted above, we do not have obligations
to you if you hold in "Street Name" or other indirect means, either because you
choose to hold Securities in that manner or because the Securities are issued in
the form of Global Securities as described below. For example, once we make
payment to the registered holder, we have no further responsibility for the
payment even if that holder is legally required to pass the payment along to you
as a "Street Name" customer but does not fulfill this obligation.

REGARDING THE TRUSTEES

The Trustee under the Indenture for the New Bonds is Citibank, N.A., with
whom we maintain normal banking arrangements. The Trustee under the Indenture
for the New Debt Securities will be Bank One Trust Company, N.A., with whom we
also maintain normal banking arrangements.

If an event of default (or an event that would be an event of default if
the requirements for giving us default notice or for our default having to exist
for a specific period of time were disregarded) occurs, one or both of the
Trustees may be considered to have a conflicting interest for purposes of the
Trust Indenture Act of 1939 with respect to the Securities. In that case, one or
both of the Trustees may be required to resign as trustee and we would be
required to appoint one or more successor trustees.

GLOBAL SECURITIES

WHAT IS A GLOBAL SECURITY? A Global Security is a special type of
indirectly-held Security, as described above under "`Street Name' and Other
Indirect Holders". We may choose to issue some or all of the Securities in the
form of Global Securities, in which case the ultimate beneficial owners can only
be indirect holders. We do this by requiring that the Global Security be
registered in the name of a financial institution we select and by requiring
that the Securities included in the Global Security not be transferred to the
name of any other direct holder unless the special circumstances described below
occur. The financial institution that acts as the sole direct holder of the
Global Security is called the "Depositary". Any person wishing to own a Global
Security must do so indirectly through an account with a broker, bank or other
financial institution that in turn has an account with the Depositary. The
prospectus supplement will indicate whether your series of Securities will be
issued only in the form of Global Securities.

SPECIAL INVESTOR CONSIDERATIONS FOR GLOBAL SECURITIES. As an indirect
holder, an investor's rights relating to a Global Security will be governed by
the account rules of the investor's financial institution and of the Depositary,
as well as general laws relating to securities transfers. We do not recognize
this type of investor as a holder of Securities and instead deal only with the
Depositary that holds the Global Security.

An investor should be aware that if Securities are issued only in the form
of Global Securities:

The investor cannot get Securities registered in his or her own name.

o The investor cannot receive physical certificates for his or her interest
in the Securities.

o The investor will be a "Street Name" holder and must look to his or her own
bank or broker for payments on the Securities and protection of his or her
legal rights relating to the Securities. See the discussion above "`Street
Name' and Other Indirect Holders".

o The Depositary's policies will govern payments, transfers, exchange and
other matters relating to the investor's interest in the Global Security.
We and each Trustee have no responsibility for any aspect of the
Depositary's actions or for its records of ownership interests in the
Global Security. We and each Trustee also do not supervise the Depositary
in any way.

o The laws of some jurisdictions require that certain purchasers receive
physical certificates for their interests in the securities. These laws may
impair the ability to transfer beneficial interests in a Global Security.

SPECIAL SITUATIONS WHEN A GLOBAL SECURITY WILL BE TERMINATED. In a few
special situations described later, a Global Security will terminate and
interests in it will be exchanged for physical certificates representing
Securities. After that exchange, the choice of whether to hold Securities
directly or in "Street Name" will be up to the investor. Investors must consult
their own bank or brokers to find out how to have their interests in Securities
transferred to their own name so that they will be direct holders. The rights of
"Street Name" investors and direct holders in the Securities have been described
above under "`Street Name' and Other Indirect Holders" and "Direct Holders" on
pages 13 and 14.

The special situations for termination of a Global Security are:

o When the Depositary notifies us that it is unwilling, unable or no longer
qualified to continue as Depositary.

o When an event of default on the Securities has occurred and has not been
cured. (Defaults are discussed above).

The prospectus supplement may also list additional situations for
terminating a Global Security that would apply only to the particular series of
Securities covered by the prospectus supplement. When a Global Security
terminates, the Depositary (and not the company or each Trustee) is responsible
for deciding the names of the institutions that will be the initial direct
holders.

PLAN OF DISTRIBUTION

We may sell Securities:

o to or through underwriting syndicates represented by managing underwriters;

o through one or more underwriters without a syndicate for them to offer and
sell to the public;

o through dealers or agents; and

o to investors directly in negotiated sales or in competitively bid
transactions.

Any underwriter or agent involved in the offer and sale of any series of
the Securities will be named in the prospectus supplement.

The prospectus supplement for each series of Securities will describe:

o the terms of the offering of these Securities, including the name of the
agent or the name or names of any underwriters;

o the public offering or purchase price;

o any discounts and commissions to be allowed or paid to the agent or
underwriters and all other items constituting underwriting compensation;

o any discounts and commissions to be allowed or paid to dealers; and

o other specific terms of the particular Securities.

Only the agents or underwriters named in a prospectus supplement are agents
or underwriters in connection with the Securities being offered by that
prospectus supplement.

Underwriters, agents and dealers may be entitled, under agreements with us,
to indemnification against certain civil liabilities, including liabilities
under the Securities Act.

Underwriters to whom Securities are sold by us for public offering and sale
are obliged to purchase all of those particular Securities if any are purchased.
This obligation is subject to certain conditions and may be modified in the
applicable prospectus supplement.

Underwriters, dealers or agents may engage in transactions with, or perform
services for, us or our affiliates in the ordinary course of business.

VALIDITY OF DEBT SECURITIES

Sullivan & Cromwell, New York, New York, will pass upon the validity of the
Securities for us. Simpson Thacher & Bartlett, New York, New York, will pass
upon the validity of the Securities for any underwriters or agents. On matters
of local law, these firms will rely on Robert R. Winter, Esq., Vice President
and Deputy General Counsel of Monogahela Power Company.

EXPERTS

The financial statements incorporated in this prospectus by reference to
the Annual Report on Form 10-K for the year ended December 31, 1999 have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports and other information with
the SEC. Our SEC filings are available to the public over the Internet at the
SEC's web site at http://www.sec.gov. You may also read and copy any document we
file at the SEC's public reference rooms in Washington, D.C., New York, New York
and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms.

The SEC allows us to "INCORPORATE BY REFERENCE" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings made by us with
the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934 until we sell all of the Securities that we have registered.

o The Annual Report on Form 10-K for the year ended December 31, 1999;

o The Quarterly Report on Form 10-Q for the quarter ended March 31, 2000; and

o The Current Report on Form 8-K filed March 9, 2000.

You may request a copy of these filings, excluding any filed exhibits, at
no cost by writing or telephoning us at the following address or telephone
number:

Monongahela Power Company
1310 Fairmont Avenue, P.O. Box 1392
Fairmont, WV 26555-1392
Attention: Thomas C. Sheppard, Jr.
Assistant Secretary
Telephone: (304) 367-3432

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$300,000,000

MONONGAHELA POWER COMPANY

FIRST MORTGAGE BONDS, % SERIES DUE 2006

-------------------------
PROSPECTUS SUPPLEMENT

, 2001
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SOLE BOOK-RUNNING MANAGER

BANC OF AMERICA SECURITIES LLC

JOINT LEAD MANAGER

BANC ONE CAPITAL MARKETS, INC.

MELLON FINANCIAL MARKETS, LLC

SCOTIA CAPITAL (USA) INC.

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