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UNITED STATES OF AMERICA
BEFORE THE SECURITIES AND EXCHANGE COMMISSION
- -----------------------------------:
In the Matter of
ALLEGHENY POWER SYSTEM, INC.
Hagerstown, Maryland : 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 31, 1997 issued and sold 216,814 shares
of its Common Stock to Chemical Bank, as Agent, under the APS
Dividend Reinvestment and Stock Purchase Plan, and issued 54,426
shares of its Common Stock to the Trustee under the APS Employee
Stock Ownership and Savings Plan, at $29.644 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.
/s/
Nancy L. Campbell
Dated: April 1, 1997
