<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant X
Filed by a Party other than the Registrant __
Check the appropriate box:
__ Preliminary Proxy Statement __ Confidential, for Use of
the Commission Only (as
permitted by Rule
__ Definitive Proxy Statement 14a-6(e)(2))
X Definitive Additional Materials
__ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Allegheny Power System, Inc.
______________________________________________________________________________
(Name of Registrant as Specified in Its Charter)
______________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other
than the Registrant)
______________________________________________________________________________
Payment of Filing Fee (Check the appropriate box):
X No fee required.
__ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
______________________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
______________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
______________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
______________________________________________________________________________
(5) Total fee paid:
______________________________________________________________________________
__ Fee paid previously with preliminary materials:
______________________________________________________________________________
__ Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
______________________________________________________________________________
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
______________________________________________________________________________
(3) Filing Party:
______________________________________________________________________________
(4) Date Filed:
______________________________________________________________________________
<PAGE>
HOTLINE SCRIPT FOR MONDAY JULY 28, 1997
THANK YOU FOR CALLING THE MERGER HOT LINE.
WATCH FOR THE NEXT ISSUE OF THE MERGER PROGRESS REPORT. IN IT
YOU'LL SEE THE NAMES OF THE MEMBERS OF THE FOURTEEN
TRANSITION TEAMS FINALIZED BY THE TRANSITION STEERING
COMMITTEE. THERE IS AN ITEM LISTING THE VALUES OF THE NEW
ALLEGHENY ENERGY WHICH WERE SELECTED TO REFLECT THE
CHANGING FACE OF THE UTILITY INDUSTRY AND TO POSITION US TO
COMPETE IN THE COMPETITIVE MARKETPLACE. INCLUDED IS AN
UPDATE ON EMPLOYEE BRIEFINGS CONDUCTED BY EXECUTIVES OF
BOTH COMPANIES BEING HELD IN VARIOUS ALLEGHENY POWER AND
DQE WORK LOCATIONS. YOU'LL SEE A REMINDER ABOUT COMPLETING
THE CULTURAL ASSESSMENT SURVEY BEING SENT TO YOU. AND
FINALLY, THERE IS A FURTHER REMINDER OF THE IMPORTANCE OF
SIGNING, DATING, AND RETURNING YOUR PROXY CARD AS SOON AS
POSSIBLE. IN THE MERGER PROCESS, YOUR VOTE DOES COUNT.
APPROVAL BY THE MAJORITY OF VOTES CAST BY EACH COMPANY'S
SHAREHOLDERS IS REQUIRED FOR THE MERGER TO BE APPROVED.
ALLEGHENY POWER SHAREHOLDERS ALSO ARE VOTING TO CHANGE
THE COMPANY'S NAME TO ALLEGHENY ENERGY. THE AFFIRMATIVE
VOTE OF THE MAJORITY OF THE TOTAL NUMBER OF OUTSTANDING
ALLEGHENY POWER COMMON SHARES IS NECESSARY FOR THE
APPROVAL OF THE NAME CHANGE.
IF YOU HAVE A QUESTION OR COMMENT ABOUT THE MERGER, YOU
CAN RECORD IT FOLLOWING THIS MESSAGE. ANSWERS TO
FREQUENTLY ASKED QUESTIONS WILL BE PUBLISHED IN THE MERGER
PROGRESS REPORT AND WILL BE POSTED REGULARLY ON THIS TOLL-
FREE HOTLINE ALONG WITH OTHER MERGER NEWS. THANK YOU FOR
CALLING.
