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UNITED STATES OF AMERICA
BEFORE THE SECURITIES AND EXCHANGE COMMISSION
- -----------------------------------:
In the Matter of
ALLEGHENY POWER SYSTEM, INC.
New York, New York : CERTIFICATE
OF
(70-8553) NOTIFICATION
(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 December 31, 1996 issued and sold 219,307 shares of its
Common Stock to the Chase Manhattan Bank, as Agent, under the APS
Dividend Reinvestment and Stock Purchase Plan, and issued 57,373 shares
of its Common Stock to the Trustee under the APS Employee Stock
Ownership and Savings Plan, at $30.106 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
Nancy L. Campbell
Dated: January 2, 1997
