ALLEGHENY POWER SYSTEM INC
8-K, 1997-07-29
ELECTRIC SERVICES
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                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549


                                   FORM 8-K


                                CURRENT REPORT


                      Pursuant to Section 13 or 15(d) of
                    the Securities and Exchange Act of 1934


       Date of Report (Date of earliest event reported):  July 24, 1997


                         ALLEGHENY POWER SYSTEM, INC.
            (Exact name of registrant as specified in its charter)

      Maryland                      1-267                   13-5531602
      (State or other               (Commission File        (IRS Employer
       jurisdiction of               Number)                 Identification
       incorporation)                                        Number)


                             10435 Downsville Pike
                        Hagerstown, Maryland 21740-1766
                   (Address of principal executive offices)


Registrant's telephone number,
      including area code:                                  (301) 790-3400


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Item 5.     Other Events.

            On July 24, 1997, Allegheny Power System, Inc. announced second
            quarter earnings.  Attached is a copy of the press release.




                                  SIGNATURES


            Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned thereunto duly authorized.

                                          ALLEGHENY POWER SYSTEM, INC.



Dated:  July 29, 1997                     By:    /s/ Jay S. Pifer             
                                          Name:  Jay S. Pifer
                                          Title: Senior Vice President


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                                 EXHIBIT INDEX


Item No. 1        Ex. 1       Press release dated July 24, 1997
                  Ex. 2       Second Quarter Earnings attachment to
                                press release


<PAGE>

                                                       EXHIBIT 1



      ALLEGHENY POWER ANNOUNCES SECOND QUARTER EARNINGS

                     FOR IMMEDIATE RELEASE
 

Hagerstown, MD, July 24, 1997 -- Allegheny Power System, Inc.
(NYSE:  AYP) today reported second quarter earnings of 
$51.7 million ($.42 per share), compared with 1996 second quarter
earnings of $53.8 million ($.44 per share). 

      The decrease in second quarter earnings was due primarily to
a 3% decrease in kilowatt-hour (kWh) sales to residential
customers largely due to June 1997 cooling degree days (air
conditioning weather) which were 27% less than the corresponding
1996 period.  Commercial and industrial kWh sales were up
slightly for the quarter.

      For the six months ended June 30, 1997, consolidated net
income was $129.3 million ($1.06 per share), compared with 
$105.2 million ($.87 per share) for the corresponding 1996
period.  Year-to-date June 1996 earnings included restructuring
charges and an asset write-off of $38.7 million, net of taxes, or
$.32 per share.      

      The decrease in year-to-date earnings, excluding the
restructuring charges and asset write-off, was primarily due to a
decrease in kWh sales.  Residential kWh sales decreased 7% due to
mild first quarter winter weather as well as the mild June
weather.  Commercial and industrial kWh sales were down slightly
for the period.

      For the twelve months ended June 1997, consolidated net
income was $234.1 million ($1.92 per share), compared with 
$226.1 million ($1.88 per share) for the corresponding 1996
period.  Earnings for the twelve months ended June 1997 included
restructuring charges of $23.9 million, net of taxes, or $.20 per
share.  Earnings for the twelve months ended June 1996 included
restructuring charges and asset write-offs of $52.8 million, net
of taxes, or $.43 per share. 


                                 - 0 -


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                                  - 2 -



     The decrease in twelve months earnings, excluding the
restructuring charges and asset write-offs, was primarily due to
a decrease in kWh sales.  Residential kWh sales decreased 6% due
to the effects of mild weather.  Commercial and industrial kWh
sales were down slightly for the period.

     Also contributing to the earnings decreases in the quarter,
year to date, and twelve months ended June 1997 were anticipated
start-up losses of a new unregulated subsidiary, AYP Energy,
which commenced operations in late 1996.

     Allegheny Power is a registered utility holding company with
three operating utility subsidiaries:  Monongahela Power Company,
The Potomac Edison Company, and West Penn Power Company.  Its 
utility subsidiaries annually provide approximately 
41 billion kWh of electricity to approximately 1.4 million
customers in Maryland, Ohio, Pennsylvania, Virginia, and West
Virginia.  Allegheny Power also owns AYP Capital, which invests
in nonutility projects, including energy marketing activities.



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                                                         EXHIBIT 2
<TABLE>
<CAPTION>
                             ALLEGHENY POWER EARNINGS
                                SECOND QUARTER 1997

<S>                                                       <C>                <C>
Three months ended                June 30, 1997                1997               1996

Sales to regular customers, gigawatt-hours(Note 1)            9,636              9,703

Revenues ($000)
  Revenues Other Than Those
    Related To Energy                                      $356,395           $359,573

  Energy Related Revenue (Note 2)                          $186,355           $191,372
  Total                                                    $542,750           $550,945
Net Income ($000)                                           $51,683            $53,786
Earnings per average share                                    $0.42              $0.44
Average common shares outstanding (000)                     122,115            120,999






Year to Date                      June 30, 1997                1997               1996

Sales to regular customers, gigawatt-hours (Note 1)          20,486             21,082

Revenues ($000)
  Revenues Other Than Those
    Related To Energy                                      $762,810           $789,560
  Energy Related Revenue (Note 2)                          $394,920           $409,403
  Total                                                  $1,157,730         $1,198,963
Net Income ($000)*                                         $129,274           $105,204
Earnings per average share*                                   $1.06              $0.87
Average common shares outstanding (000)                     121,980            120,855

* Includes restructuring charges and an asset write-off of $38.7 million
  ($.32 per share) in 1996.






Twelve Months Ended               June 30, 1997                1997               1996

Sales to regular customers, gigawatt-hours (Note 1)         40,888             41,838

Revenues ($000)
  Revenues Other Than Those
    Related To Energy                                    $1,525,562         $1,564,119
  Energy Related Revenue (Note 2)                          $761,977           $805,216
  Total                                                  $2,287,539         $2,369,335
Net Income ($000)*                                         $234,117           $226,074
Earnings per average share*                                   $1.92              $1.88
Average common shares outstanding (000)                     121,700            120,541


</TABLE>

* Includes restructuring charges of $23.9 million ($.20 per share) in the 1997
  period and restructuring charges and asset write-offs of $52.8 million ($.43
  per share) in the 1996 period.

Note 1:  Excludes bulk power transaction sales.
Note 2:  Primarily revenues related to fuel expenses and net purchased power
         costs.



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