<PAGE>
UNITED STATES OF AMERICA
BEFORE THE SECURITIES AND EXCHANGE COMMISSION
- -----------------------------:
In the Matter of
ALLEGHENY POWER SYSTEM, INC.
Hagerstown, Maryland : CERTIFICATE
OF
NOTIFICATION
(70-9041) :
(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 July 29,
1997, issued 19,681 shares of its Common Stock to
participants in the Performance Share Plan at $30.30 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.
Eileen M. Beck
Dated: August 1, 1997
