ALLEGHENY POWER SYSTEM INC
35-CERT, 1996-02-28
ELECTRIC SERVICES
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                                                :
                                                :
           IN THE MATTER OF                     :           
                                                :
      ALLEGHENY POWER SYSTEM, INC. et al.       :
                                                :         CERTIFICATE         
           File No. 70-8411                     :          PURSUANT
                                                :         TO RULE 24
         (Public Utility Holding                :     FOR THE QUARTER ENDED
          Company Act of 1935)                  :      DECEMBER 31, 1995
                                                :
                                                :
                                           


            As of December 31, 1995, Allegheny Power System, Inc. ("APS") has
made capital contributions to AYP Capital, Inc. ("AYP Capital")  totaling
$1,838,303.  During the fourth quarter, AYP Capital performed studies and
completed preliminary development activities in connection with the ownership
of companies in the areas of emerging technologies closely related to APS's
core business.  Other specific activities performed by AYP Capital during the
fourth quarter are shown below.

      I.    Description of Activities

            A.    Consulting and Engineering Services

                  AYP Capital provided engineering and consulting services to
                  nonaffiliated entities and completed preliminary development
                  activities associated with the provision of such services to
                  nonaffiliated entities.
            
            B.    Energy Management Services - AYP Cogenex

                  AYP Capital continued to jointly pursue with EUA-Cogenex
                  opportunities for demand-side management activities which
                  included, but were not limited to, marketing and sales,
                  auditing, bidding, and job procurement and performance. 
                  Such development activities were performed by the joint
                  venture within Washington, D.C. and the states of Maryland,
                  Ohio, Pennsylvania, Virginia and West Virginia.

            C.    EWGs and FUCOs

                  AYP Capital funded investments of $700,174 in the Latin
                  American Energy and Electricity Fund I, L.P. ("FondElec"), a
                  limited partnership formed to invest in and develop electric
                  energy opportunities in Latin America.   FondElec purchased
                  2.36% of the securities of Ontario-Quinta A.V.V. (Aruba),
                  which in turn owns 60% of an electric distribution company
                  in Lima, Peru.  AYP Capital has committed to invest up to $5
                  million in FondElec.

                  AYP Capital agreed to purchase Duquesne Light Company's 50%
                  interest in Unit No. 1 of the Fort Martin Power Station for
                  $169 million.  AYP Capital intends to utilize its share of
                  the unit as an exempt wholesale generator ("EWG") and sell
                  the output at market prices.  Obtaining the necessary
                  regulatory approvals will likely take several months.  AYP
                  Capital expects a closing in 1996.

                  AYP Capital also performed studies and completed preliminary
                  development activities in connection with the ownership of
                  companies for the acquisition and ownership of EWGs.
<PAGE>
      II.   Guarantees or assumption of liabilities by APS on behalf of AYP
Capital or its subsidiaries

            APS did not provide any guarantees or assume liabilities on behalf
            of AYP Capital or its subsidiaries.

      III.  Services Provided by AYP Capital to Associate Companies

            AYP Capital did not provide any services to associate companies.

      IV.   Factoring Activities

            AYP Capital did not perform any activities associated with the
factoring of accounts receivables.

            The Balance Sheet and Statement of Income for AYP Capital for the
quarter ended December 31, 1995 are also attached hereto and 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:  February 28, 1996
U:\DUMP\AYP\RULE24.D95

AYP  Capital,  Inc.
BALANCE  SHEET
DECEMBER  31,  1995



ASSETS


CURRENT  ASSETS :
  CASH                                                             16,763.77
  UNBILLED  CHARGES                                                52,240.22
  ACCOUNTS  RECEIVABLE                                              9,720.00
    TOTAL  CURRENT  ASSETS                                         78,723.99

PROPERTY,  PLANT,  &  EQUIPMENT :
  AT  ORIGINAL  COST                                               17,232.25
  ACCUMULATED  DEPRECIATION                                        (1,436.00)
    TOTAL  PROPERTY,  PLANT,  &  EQUIPMENT                         15,796.25

INVESTMENTS  &  OTHER  ASSETS :
  INVESTMENT  IN  ENVIROTECH  PARTNERSHIP                         314,236.70
  UNDISTRIBUTED  EARNINGS  OF  ENVIROTECH                         (10,235.00)
  INVESTMENT  IN  FONDELEC  PARTNERSHIP                           700,174.00
  INVESTMENT  IN  APS  COGENEX  JOINT  VENTURE                     71,803.60
    TOTAL  INVESTMENTS  & OTHER  ASSETS                         1,075,979.30

OTHER  DEFERRED  CHARGES                                          275,572.48

TOTAL  ASSETS                                                   1,446,072.02


LIABILITIES  AND  CAPITALIZATION

CURRENT  LIABILITIES :
  ACCOUNTS  PAYABLE  TO  ASSOCIATED  COMPANIES                    179,082.40
  OTHER  ACCOUNTS  PAYABLE                                            723.85
    TOTAL  LIABILITIES                                            179,806.25

CAPITALIZATION :
  COMMON  STOCK,  $10  PAR,  1,000  SHARES  AUTHORIZED,
    100  SHARES  OUTSTANDING                                        1,000.00
  OTHER  PAID-IN  CAPITAL                                       1,837,303.34
  RETAINED  EARNINGS                                             (572,037.57)
    TOTAL  CAPITALIZATION                                       1,266,265.77

TOTAL  LIABILITIES  AND  CAPITALIZATION                         1,446,072.02


AYP  Capital,  Inc.
STATEMENT  OF  INCOME
FOR  THE  PERIOD  ENDED  DECEMBER  31, 1995






                                                         YEAR         TWELVE
                                       QUARTER       TO  DATE         MONTHS



OPERATING  REVENUES :

  SERVICES  RENDERED                  9,200.00      25,006.27      25,006.27



OPERATING  EXPENSES :

  EXEMPT  WHOLESALE  GENERATORS           0.00           0.00           0.00
  FOREIGN  UTILITY  COMPANIES             0.00           0.00           0.00
  FACTORING  OF  ACCTS  RECV              0.00           0.00           0.00
  OTHER  OPERATIONS                  64,920.81     584,733.28     584,733.28
  DEPRECIATION                        1,436.00       1,436.00       1,436.00
  TAXES  OTHER  THAN  INCOME             28.00         554.00         554.00

  TOTAL  OPERATING  EXPENSES         66,384.81     586,723.28     586,723.28



OPERATING  INCOME                   (57,184.81)   (561,717.01)   (561,717.01)



OTHER  (INCOME) / DEDUCTIONS         10,296.95      10,317.60      10,317.60
INTEREST  CHARGES                         2.96           2.96           2.96



NET  INCOME  (LOSS)                 (67,484.72)   (572,037.57)   (572,037.57)



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