<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
__ Definitive Proxy Statement permitted by Rule 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:
______________________________________________________________________________
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HOTLINE SCRIPT FOR THURSDAY JULY 24, 1997
THANK YOU FOR CALLING THE MERGER HOT LINE.
BY NOW YOU HAVE HAD TIME TO REVIEW THE PROXY FOR THE AUGUST
SEVENTH SHAREHOLDER MEETING. APPROVAL BY THE MAJORITY OF
VOTES CAST BY EACH COMPANY'S SHAREHOLDERS IS REQUIRED FOR THE
MERGER TO BE APPROVED. AL NOIA SAID THAT THE FIRST STEP - AND ONE
OF THE MOST CRITICAL ONES IN THE APPROVAL PROCESS - IS THE
SHAREHOLDER VOTE. NOIA CONTINUED BY SAYING THAT EMPLOYEES
REPRESENT A SIGNIFICANT VOTING BLOCK AND THAT YOU CAN SEND AN
IMPORTANT, VERY POSITIVE MESSAGE WITH YOUR VOTE AS WELL AS WITH
YOUR VERBAL SUPPORT WHEN YOU DISCUSS THE MERGER WITH
COWORKERS AND FRIENDS WHO MAY BE SHAREHOLDERS. DAVID
MARSHALL SAID THAT IF YOU HAVEN'T ALREADY DONE SO, PLEASE SIGN,
DATE, AND RETURN YOUR PROXY AS SOON AS POSSIBLE. HE ADDED THAT
YOUR VOTE MOST DEFINITELY DOES COUNT. ALLEGHENY POWER
SHAREHOLDERS ARE ALSO 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.
