UNITED STATES OF AMERICA
BEFORE THE SECURITIES AND EXCHANGE COMMISSION
- -----------------------------------:
In the Matter of
ALLEGHENY POWER SYSTEM, INC.
New York, New York : CERTIFICATE
OF
(70-8553) NOTIFICATION
(Public Utility Holding Company
Act of 1935)
- -----------------------------------:
Pursuant to Rule 24 of the regulations of the Securities and
Exchange Commission under the Public Utility Holding Company Act of
1935, the undersigned does hereby certify that Allegheny Power
System, Inc. (APS) on September 30, 1996 issued and sold 224,699
shares of its Common Stock to the Chase Manhattan Bank, as Agent,
under the APS Dividend Reinvestment and Stock Purchase Plan, and
issued 58,868 shares of its Common Stock to the Trustee under the
APS Employee Stock Ownership and Savings Plan, at $29.444 per
share, and that the foregoing transactions were carried out in
accordance with the terms and conditions of and for the purposes
represented by the Application or Declaration in the above matter
and the Order of the Commission with respect thereto. A past tense
opinion will be filed upon the completion of all of the
transactions contemplated by the Commission's Orders.
ALLEGHENY POWER SYSTEM, INC.
NANCY L. CAMPBELL
Nancy L. Campbell
Dated: October 4, 1996
drispsec.wp
