ALLEGHENY POWER SYSTEM INC
POS AMC, 1995-11-30
ELECTRIC SERVICES
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                                                :
           IN THE MATTER OF                     :           
                                                :
      ALLEGHENY POWER SYSTEM, INC. et al.       :
                                                :         CERTIFICATE
                                                :          PURSUANT
           File No. 70-8411                     :         TO RULE 24
                                                :     FOR THE QUARTER ENDED
         (Public Utility Holding                :      SEPTEMBER 30, 1995
          Company Act of 1935)                  :
                                                :
                                           


            AYP Capital, Inc. ("AYP Capital") was incorporated in Delaware on
August 18, 1994.  As of September 30, 1995, Allegheny Power System, Inc.
("APS") has made capital contributions to AYP Capital totaling $612,600.

            During the quarter, AYP Capital continued to jointly pursue with
EUA-Cogenex demand-side management activities which include, but are not
limited to, marketing and sales, auditing, bidding, and job procurement and
performance.  Such activities would be provided by the joint venture within
Washington, D.C. and the states of Maryland, Ohio, Pennsylvania, Virginia and
West Virginia.

            During the quarter, AYP Capital also performed studies and
completed preliminary development activities in connection with (1) the
ownership of companies in the areas of emerging technologies closely related
to Allegheny Power System's core business, (2) the ownership of companies for
the acquisition and ownership of exempt wholesale generators and (3) the 
provision of energy management consulting services to nonaffiliated entities.

            The Balance Sheet and Statement of Income for AYP Capital, Inc. for
the quarter ended September 30, 1995 are also included as a part of this filing.

                                                ALLEGHENY POWER SYSTEM, INC.



                                                By NANCY L. CAMPBELL           
                                                   Nancy L. Campbell
                                                   Vice President & Treasurer


                                                AYP CAPITAL, INC.



                                                By NANCY L. CAMPBELL         
                                                   Nancy L. Campbell
                                                   Vice President & Treasurer



Dated:  November 30, 1995
U:\DUMP\AYP\RULE24.995

      AYP CAPITAL, INC.
      BALANCE SHEET
      September 30, 1995
       
      ASSETS

         CURRENT ASSETS:
           CASH                                           16,763.77

                TOTAL CURRENT ASSETS                      16,763.77


         PROPERTY, PLANT, & EQUIPMENT:
           AT ORIGINAL COST                               17,232.25
           ACCUMULATED DEPRECIATION                            0.00

                TOTAL PROPERTY, PLANT, & EQUIPMENT        17,232.25


         INVESTMENTS & OTHER ASSETS:
           INVESTMENT                                    196,688.70

                TOTAL INVESTMENTS & OTHER ASSETS         196,688.70

                TOTAL ASSETS                             230,684.72



      LIABILITIES AND CAPITALIZATION

         CURRENT LIABILITIES:
           ACCOUNTS PAYABLE TO ASSOCIATED COMPANIES      119,255.81
           OTHER ACCOUNTS PAYABLE                          3,381.36

                TOTAL CURRENT LIABILITIES                122,637.17


                TOTAL LIABILITIES                        122,637.17


         CAPITALIZATION:
           COMMON STOCK, $10 PAR, 1,000 SHARES AUTHORIZED,
                100 SHARES OUTSTANDING                     1,000.00
           OTHER PAID-IN CAPITAL                         611,600.40
           RETAINED EARNINGS                            (504,552.85)

                TOTAL CAPITALIZATION                     108,047.55


               TOTAL LIABILITIES AND CAPITALIZATION      230,684.72

                                                           PREPARED
                                                          27-Nov-95

<PAGE>

    AYP CAPITAL, INC.
    STATEMENT OF INCOME
    FOR QUARTER ENDED SEPTEMBER 30, 1995
       

         REVENUES:
                  SERVICES RENDERED                                 0.00
                  MISCELLANEOUS INCOME                              0.00

                       TOTAL REVENUES                               0.00

         EXPENSES:
                  ADMINISTRATIVE & GENERAL                    215,906.24
                  OTHER INCOME AND DEDUCTIONS                      20.65
                   
                       TOTAL EXPENSES                         215,926.89

                      NET INCOME(LOSS)                       (215,926.89)


                                                               PREPARED
                                                               27-Nov-95



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