ALLEGHENY POWER SYSTEM INC
35-CERT, 1997-05-29
ELECTRIC SERVICES
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<PAGE>
      
___________________________________
                                          :
         IN THE MATTER OF                 :
                                          :
         AYP CAPITAL, INC.                :
                                          :     CERTIFICATE
         File No. 70-8951                 :     PURSUANT TO RULE 24
                                          :     FOR THE QUARTER ENDED
     (Public Utility Holding              :     MARCH 31, 1997
      Company Act of 1935)                :
___________________________________       :




            During the first quarter of 1997, AYP Capital, Inc. (AYP Capital)
received SEC approval to sell and market heat pumps.  During the first
quarter, AYP Capital performed studies and completed preliminary development
activities and began selling and marketing heat pumps.  In connection with
these activities, AYP Capital has spent a total of $124,799. 
  
            Attached are consolidated financial statements for the quarter
ended March 31, 1997.  




                                                AYP CAPITAL, INC.




                                                By /s/ Thomas K. Henderson
                                                       Thomas K. Henderson
                                                            Counsel



Dated: May 29, 1997                                                           
                                                                        


<PAGE>




                                          AYP Capital, Inc.
                                          CONSOLIDATED BALANCE SHEET
                                          As of March 31, 1997



    Assets

    Property, plant, and equipment:
       At original cost                                    175,738,516
       Accumulated depreciation                             (1,332,000)
                                                           174,406,517
    Investments and other assets:
       Nonutility investments                                2,871,429
                                                             2,871,429
    Current assets:
       Cash and temporary cash investments                   6,634,565
       Accounts receivable:
          Electric service                                   4,635,269
          Other                                                190,316
        Accts. Receivable - Affiliates                          20,148
       Materials and supplies--at average cost:
          Operating and construction                         2,386,941
          Fuel                                               2,671,156
       Other                                                 4,661,105
                                                            21,199,501
    Deferred charges:
       Other                                                   339,368
                                                               339,368

              Total Assets                                 198,816,814

    Capitalization and Liabilities
    Capitalization:
       Common stock                                              1,000
       Other paid-in capital                                34,307,324
       Retained earnings                                    (6,703,840)
                                                            27,604,484
       Preferred stock:
       Long-term debt of subsidiaries                      160,000,000
       Long-term debt of subsidiaries                                0
                                                           187,604,484
    Current liabilities:
       Accounts payable - Affil.                             2,704,553
       Accounts payable - Other                              3,101,166
       Taxes accrued:
          Federal and state income                              49,022
          Other                                              1,085,050
       Interest accrued                                      1,777,867
       Payrolls Accrued                                              0
       Other                                                   522,227
                                                             9,239,884
    Deferred credits and other liabilities:
       Deferred income taxes                                 1,705,694
       Other                                                   266,752
                                                             1,972,446



                    Total Capitalization and Liabilities   198,816,814

                                          Unaudited


<PAGE>








                                 AYP CAPITAL
                       CONSOLIDATED STATEMENT OF INCOME
                    FOR TWELVE MONTHS ENDED MARCH 31, 1997


<TABLE>
<CAPTION>

                                                        QTR          YTD        12MOS

    <S>                                          <C>          <C>          <C>
    ELECTRIC OPERATING REVENUES                  12,287,673   12,287,673   14,369,402

    OPERATING EXPENSES:
       Operation:
         Fuel                                     5,791,352    5,791,352    6,518,851
        Purchased Power & Exchange                3,252,549    3,252,549    4,587,133
         Other                                      889,847      889,847    2,016,456
       Transmission & Distribution                  801,830      801,830    1,060,149
       Cust. Accts & Services                        63,495       63,495      150,670
       Administrative & General                   1,086,530    1,086,530    1,946,006
    Total Operation & Maintenance                11,885,602   11,885,602   16,279,265

       Depreciation                               1,316,853    1,316,853    1,329,848
       Taxes other than income taxes              1,095,319    1,095,319    1,861,764
       Federal and state income taxes            (1,899,003)  (1,899,003)  (4,079,164)
                  Total Operating Expenses       12,398,771   12,398,771   15,391,714
                  Operating Income                 (111,099)    (111,099)  (1,022,312)

    OTHER INCOME AND DEDUCTIONS:
       Other income, net                             13,237       13,237     (145,899)
                 Total Other Income and Deductio     13,237       13,237     (145,899)
                 Income Before Interest Charges and
                   Preferred Dividends              (97,862)     (97,862)  (1,168,212)

    INTEREST CHARGES AND PREFERRED DIVIDENDS:
       Interest on other long-term obligations    2,712,000    2,712,000    4,550,133
       Other interest                                13,350       13,350       13,366
                Total Interest Charges and
                    Preferred Dividends           2,725,350    2,725,350    4,563,499


    Consolidated Net Income                      (2,823,212)  (2,823,212)  (5,731,711)


</TABLE>



                                      Unaudited



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