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File No. 070-9147
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDMENT NO. 2
TO
APPLICATION OR DECLARATION ON FORM U-1
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
ALLEGHENY ENERGY, INC.
10435 Downsville Pike
Hagerstown, MD 21740
_____________________________________________________________
(Name of company or companies filing this statement and addresses
of principal executive offices)
None
_____________________________________________________________
(Name of top registered holding company parent of each applicant
or declarant)
Thomas K. Henderson
Allegheny Energy, Inc.
10435 Downsville Pike
Hagerstown, MD 21740
_____________________________________________________________
(Name and address of agent for service)
Applicant hereby amends and supplements Item 3 -
APPLICABLE STATUTORY PROVISIONS by the following new section B:
B. Acquisition of Merger Sub common stock; Issuance of AYE
Common Stock
The Merger Agreement provides for a business combination of
AYE and DQE in which Merger Sub will be merged with and into DQE.
DQE, which will be the surviving corporation in the Merger, will
become a wholly owned subsidiary of AYE. Upon the Merger
becoming effective, each share of DQE Common Stock (other than
Excluded Shares) issued and outstanding immediately prior to such
time will be converted into the right to receive, and become
exchangeable for, 1.12 shares of AYE Common Stock.
To effectuate the Merger, AYE requests authority to form and
capitalize Merger Sub. Merger Sub will be incorporated solely
for the purpose of effectuating the Merger and, prior to the
consummation of the Merger, Merger Sub will have no operations
other than those contemplated by the Merger Agreement to
accomplish the Merger. The authorized capital stock of Merger
Sub will consist of 1,000 shares of common stock, $0.01 par
value, all of which will be issued to AYE at the price of $1.00
per share. AYE also requests authority to issue up to 90,557,682
share of AYE Common Stock to consummate the Merger.
All of the sections of Item 3 following new section B shall
remain unchanged and the letter corresponding thereto shall be re-
designated as appropriate.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has caused this
statement to be signed on its behalf by the undersigned thereto
duly authorized.
Allegheny Energy, Inc.
By: /s/
Kathy L. Mitchell
Attorney for Allegheny Energy, Inc.
Dated: March 20, 1998
