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File No. 70-9041
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDMENT NO. 1
TO
APPLICATION OR DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
ALLEGHENY POWER SYSTEM, INC.
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, Esq.
Vice President
Allegheny Power System, Inc.
10435 Downsville Pike
Hagerstown, MD 21740
(Name and address of agent for service)
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1. Applicant hereby amends Item 1, Description of
Transaction, by adding the following to the end thereof:
Compliance with Rule 54
Rule 54 provides that in determining whether to
approve certain transactions other than those involving
exempt wholesale generators ("EWGs") or foreign utility
companies ("FUCOs"), as defined in the 1935 Act, the
Commission will not consider the effect of the capitalization
of earnings of any subsidiary which an EWG or FUCO if Rule
53(a), (b) and (c) are satisfied. The requirements of Rule
53(a), (b) and (c) are satisfied.
Rule 53(a)(1). APS has an indirect subsidiary (AYP
Energy, Inc.) that is an EWG. As of March 30, 1997, APS,
through its subsidiary, AYP Capital, Inc. had invested
$24,000,000 in AYP Energy, Inc. This investment represents
less than 2% of $995,000,000 the average of the consolidated
retained earnings of APS reported on Form 10-K or Form 10-Q,
as applicable, for the four consecutive quarters ended March
31, 1997.
Rule 53(a)(2). AYP Energy, Inc. will maintain
books and records and make available the books and records
required by Rule 53(a)(2).
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Rule 53(a)(3). No more than 2% of the employees of
the public utility subsidiaries of APS will, at any one time,
directly or indirectly, render services to AYP Energy, Inc.
Rule 53(a)(4). APS will submit a copy of Item 9
and Exhibits G and H of APS' Form U5S to each of the public
service commissions having jurisdiction over the retail rates
of its public utility subsidiaries.
Rule 53(b). (i) Neither APS nor any subsidiary of
APS is the subject of any pending bankruptcy or similar
proceeding; (ii) APS' average consolidated retained earnings
for the four most recent quarterly periods ($995,000,000)
represented an increase of approximately $18,000,000 (or 2%)
in the average consolidated retained earnings from the
previous four quarterly periods ($977,000,000); and (iii) for
the twelve months ended March 31, 1997, there were no losses
attributable to APS' investments in AYP Capital, Inc. other
than $5,505,000 in preliminary development and start-up
costs.
Rule 53(c). Rule 53(c) is inapplicable because the
requirements of Rule 53(a) and (b) have been satisfied.
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SIGNATURE
Pursuant to the requirements of the Public Utility
Holding Company Act of 1935, the undersigned company has duly
caused this statement to be signed on its behalf by the
undersigned thereunto duly authorized.
ALLEGHENY POWER SYSTEM, INC.
By: /s/ Carol G. Russ
Carol G. Russ
Counsel
Dated: June 3, 1997
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