<PAGE>
File No. 70-8973
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDMENT NO. 3
TO
APPLICATION OR DECLARATION
ON
FORM U-1
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
ALLEGHENY POWER SYSTEM, INC.
10435 Downsville Pike
Hagerstown, MD 21740
AYP CAPITAL
10435 Downsville Pike
Hagerstown, MD 21740
____________________________________________________________
(Name of company or companies filing this statement and
addresses of principal executive offices)
Allegheny Power System, Inc.
____________________________________________________________
(Name of top registered holding company parent of each
applicant or declarant)
Thomas K. Henderson, Esquire
Vice President
Allegheny Power
10435 Downsville Pike
Hagerstown, MD 21740
____________________________________________________________
(Name and address of agent for service)
U:\LEGAL\AKLINE\WPFILES\BRAY\70-8973.NO2
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1. Applicants hereby amend their application by restating
the paragraph added to the end of the Requested Authority
section of Item No. 1: Description of Proposed Transaction
by Amendment No. 2 in this matter as follows:
If formed, MARKETCO(S) will be a joint venture(s),
partnership(s) or wholly owned subsidiary(ies) of AYP
depending upon market conditions existing at the time. If a
wholly owned subsidiary(ies), MARKETCO(S) will issue no par
value common stock which AYP will purchase for a nominal
amount.
2. Applicants further amend their application in this
matter by adding the following to the end of the Personnel
section of Item No. 1: Description of Proposed Transaction:
Services provided by APSC to AYP are covered under a service
agreement approved by the Commission in proceedings at SEC
File No. 70-8411. In the event new MARKETCO(S) are formed
to market and sell appliance and equipment repair warranties
and/or to provide for the sale and installation of power
quality devices, a new service agreement(s) will be signed
between APSC and MARKETCO(S) and filed with the Commission
for approval. Applicants request that the Commission
reserve jurisdiction over the approval of any new service
agreement(s).
SIGNATURE
Pursuant to the requirements of the Public Utility
Holding Company Act of 1935, the undersigned companies have
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caused this statement to be signed on its behalf by the
undersigned thereto duly authorized.
Allegheny Power System, Inc.
By: /s/ Philip J. Bray
Philip J. Bray
Counsel
AYP Capital, Inc.
By: /s/ Philip J. Bray
Philip J. Bray
Counsel
Dated: April 11, 1997
U:\LEGAL\AKLINE\WPFILES\BRAY\APPLICANTS
