UNITED STATES OF AMERICA
BEFORE THE SECURITIES AND EXCHANGE COMMISSION
- ------------------------------------:
In the Matter of
ALLEGHENY POWER SYSTEM, INC.
New York, New York : CERTIFICATE
OF
NOTIFICATION
(70-8553) :
(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 March 29, 1996 issued and sold 230,871
shares of its Common Stock to Chemical Bank, as Agent, under the
APS Dividend Reinvestment and Stock Purchase Plan, and issued
58,151 shares of its Common Stock to the Trustee under the APS
Employee Stock Ownership and Savings Plan, at $29.925 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: March 29, 1996
