ALLEGHENY POWER SYSTEM INC
U-1/A, 1995-04-26
ELECTRIC SERVICES
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                                                 File No. 70-8583


               SECURITIES AND EXCHANGE COMMISSION

                      Washington, DC  20549


                         AMENDMENT NO. 2

                               TO

                   APPLICATION OR DECLARATION

                               ON

                            FORM U-1


                              UNDER


         THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935


                  ALLEGHENY POWER SYSTEM, INC.
                       12 EAST 49TH STREET
                       NEW YORK, NY  10017


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


                  Allegheny Power System, Inc.


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

                         Nancy H. Gormley, Esq.
                         Vice President
                         Allegheny Power System, Inc.
                         Tower Forty-Nine
                         12 East 49th Street
                         New York, NY  10017


                                                                              
     (Name and address of agent for service)
<PAGE>

          1.   Applicant hereby amends Item 1. Description of Proposed
Transaction by adding the following to the end thereof:

          APS currently has no interest in any exempt wholesale generators
or foreign utility companies.



                            SIGNATURE

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

                                        ALLEGHENY POWER SYSTEM, INC.


                                        By:     NANCY H. GORMLEY             
                                                Nancy H. Gormley
                                                    Counsel

Dated:  April 26, 1995
U:\DUMP\CVOTING\AMEND2


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