<PAGE>
:
IN THE MATTER OF :
:
ALLEGHENY POWER SYSTEM, INC. et. al. :
: CERTIFICATE
File No. 70-8411 : PURSUANT TO RULE 24
: FOR THE QUARTER ENDED
(Public Utility Holding : SEPTEMBER 30, 1996
Company Act of 1935) :
:
As of September 30, 1996, Allegheny Power System, Inc.
("APS") has made capital contributions to AYP Capital, Inc.
("AYP Capital") and its subsidiaries totaling $5,559,194.
During the third 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
third 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
development and marketing activities associated with
the provision of such services to nonaffiliated
entities.
B. Energy Management Services - APS Cogenex
As previously reported, AYP Capital and EUA-Cogenex
agreed to cease joint marketing activities for
energy management services under the terms of their
joint venture agreement for APS Cogenex. Pending
resolution of outstanding jobs, the APS Cogenex
joint venture continues to exist.
C. EWGs and FUCOs
AYP Capital, through 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, continued to
investigate FUCO investments. No new investments
were made in the third quarter. As of the end of
the third quarter of 1996, AYP Capital has invested
$2,107,218 in Fondelec.
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AYP Energy, AYP Capital's wholly owned subsidiary,
received all necessary approvals to acquire Duquesne
Light Company's 50% interest in Unit No. 1 of the
Ft. Martin Power Station in West Virginia. AYP
Energy has been certified as an exempt wholesale
generator by the Federal Energy Regulatory
Commission and has been granted authority to sell
power at market based rates. AYP Energy closed on
the acquisition of Duquesne Light's interest in Ft.
Martin on October 31, 1996.
D. Real Estate Activities
Acting as agent on behalf of APS, AYP Capital
performed studies and completed preliminary
activities in connection with the potential
development of non-utility real estate assets owned
by APS subsidiaries.
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 in the
third quarter.
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.
ALLEGHENY POWER SYSTEM, INC.
By /s/ Thomas K. Henderson
Thomas K. Henderson
Vice President
AYP CAPITAL, INC.
By /s/ Thomas K. Henderson
Thomas K. Henderson
Vice President
Dated: November 26, 1996
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AYP Capital, Inc.
BALANCE SHEET
As of September 30, 1996
Current Assets
Cash, FNB of Maryland 891,839.18
Account Recv, Other 57,138.03
Account Recv, Affiliates 34,557.37
Total Current Assets 983,534.58
Property and Equipment
Nonutility Property 301,985.86
Accum Deprec, Nonutility Prop (4,020.80)
Total Property and Equipment 297,965.06
Other Long-Term Assets
Invst in AYP Energy, net 1,094,291.50
Invst in ACC, Inc., net 16,550.11
Invst in EnviroTech, net 571,147.46
Invst in LAEEF I, net 1,957,314.14
Invst in APS Cogenex, net 209,314.41
Invst in FondElec GP, net 34,903.94
Total Other Assets 3,883,521.56
Total Assets 5,165,021.20
Current Liabilities
Accounts Payable, Other 829.49
Accounts Payb, Affiliates 256,816.73
Taxes Payable 368,356.93
Other Current Liabilities 200.40
Total Current Liabilities 626,203.55
Long-Term Liabilities
Total Long-Term Liabilities 0.00
Total Liabilities 626,203.55
Capital
Common Stock Issued* 1,000.00
Other Paid-In Capital 5,558,194.06
Retained Egs, Unappropriated (572,037.57)
Net Income (448,338.84)
Total Capital 4,538,817.65
Total Liabilities & Capital 5,165,021.20
*$10 par, 1,000 shares authorized, 100 shares outstanding.
Unaudited
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AYP Capital, Inc.
STATEMENT OF INCOME
For the Period Ending September 30, 1996
<TABLE>
<CAPTION>
QUARTER YEAR TO DATE TWELVE MONTHS
<S> <C> <C> <C>
Operating Revenues
Svcs Rendered to Nonaffiliates 149,196.00 201,496.00 210,696.00
Total Operating Revenues 149,196.00 201,496.00 210,696.00
Operating Expenses
Other Operations 136,733.48 783,534.16 848,454.97
Depreciation Expense 861.60 2,584.80 4,020.80
Taxes Other Than Income 19.55 1,854.55 1,882.55
Income Taxes 1,997.00 (241,413.00) (241,413.00)
Total Operating Expenses 139,611.63 546,560.51 612,945.32
Operating Income 9,584.37 (345,064.51) (402,249.32)
Other Revenues & (Expenses)
Investment Income (11,493.11) (114,319.37) (124,554.37)
Other, net 5,617.62 11,045.04 10,980.13
Total Nonoperating Activity 5,875.49 (103,274.33) (113,574.24)
Net Income 3,708.88 (448,338.84) (515,823.56)
Unaudited
</TABLE>
