<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, 1998
Company Act of 1935) :
___________________________________ :
During the first quarter, AYP Capital, Inc. (AYP
Capital) continued its activities in marketing and selling heat
pumps. To date, in connection with these activities, AYP Capital
has spent a total of $749,789 in operation and maintenance
expenses, $39,076 in capital expenditures less $7,206 in
depreciation expenses for a net $31,870. Attached are
consolidated financial statements for the quarter ended March 31,
1998.
AYP CAPITAL, INC.
By /s/ Thomas K. Henderson
Thomas K. Henderson
Vice President
AYP Capital, Inc.
Dated: May 28, 1998
<PAGE>
AYP CAPITAL
CONSOLIDATED STATEMENT OF INCOME
FOR THREE MONTHS ENDED MARCH 31, 1998
<TABLE>
<CAPTION>
QTR YTD 12MOS
<S> <C> <C> <C>
ELECTRIC OPERATING REVENUES 49,093,300 49,093,300 122,601,433
OPERATING EXPENSES:
Operation:
Fuel 5,023,902 5,023,902 23,415,711
Purchased Power & Exchange 40,223,324 40,223,324 80,634,003
Other 1,500,893 1,500,893 5,695,050
Transmission & Distribution 496,867 496,867 3,450,859
Cust. Accts & Services 833,539 833,539 3,896,795
Administrative & General 2,025,999 2,025,999 8,965,889
Total Operation & Maintenance 50,104,524 50,104,524 126,058,307
Depreciation 1,397,725 1,397,725 6,686,692
Taxes other than income taxes 1,689,432 1,689,432 5,883,832
Federal and state income taxes (2,359,113) (2,359,113) (9,820,607)
Total Operating Expenses 50,832,568 50,832,569 128,808,223
Operating Income (1,739,268) (1,739,269) (6,206,790)
OTHER INCOME AND DEDUCTIONS:
Other income, net 367,526 367,526 1,813,179
Total Other Income and Deductio 367,526 367,526 1,813,179
Income Before Interest Charges and
Preferred Dividends (1,371,742) (1,371,743) (4,393,611)
INTEREST CHARGES AND PREFERRED DIVIDENDS:
Interest on other long-term obligations 2,552,000 2,552,000 10,838,667
Other interest 5,741 5,741 16,509
Total Interest Charges and
Preferred Dividends 2,557,741 2,557,741 10,855,176
Consolidated Net Income (3,929,483) (3,929,483) (15,248,787)
</TABLE>
Unaudited
<PAGE>
AYP Capital, Inc.
CONSOLIDATED BALANCE SHEET
As of March 31, 1998
Assets
Property, plant, and equipment:
At original cost 171,050,344
Accumulated depreciation (6,974,479)
164,075,865
Investments and other assets:
Nonutility investments 5,132,293
5,132,293
Current assets:
Cash and temporary cash investments 8,734,556
Accounts receivable:
Electric service 15,726,552
Other 1,353,898
Allowance for Uncollectible Accounts (33,785)
Accts. Receivable - Affiliates 257,691
Materials and supplies--at average cost:
Operating and construction 2,422,602
Fuel 2,706,999
Other 7,090,794
38,259,307
Deferred charges:
Other 5,740,678
5,740,678
Total Assets 213,208,143
Capitalization and Liabilities
Capitalization:
Common stock 1,000
Other paid-in capital 44,709,786
Retained earnings (21,726,359)
22,984,427
Preferred stock:
Long-term debt of subsidiaries 160,000,000
Long-term debt of subsidiaries 0
182,984,427
Current liabilities:
Short-term debt 600,000
Accounts payable - Affil. 6,132,976
Accounts payable - Other 12,267,635
Taxes accrued:
Federal and state income 2,156,183
Other 2,042,974
Interest accrued 1,648,000
Payrolls Accrued 0
Other 1,541,879
26,389,647
Deferred credits and other liabilities:
Deferred income taxes 3,692,333
Other 141,736
3,834,069
Total Capitalization and Liabilities 213,208,143
Unaudited