ALLEGHENY ENERGY INC
35-CERT, 1999-06-29
ELECTRIC SERVICES
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<PAGE>



                                        :
                                        :
             IN THE MATTER OF           :
                                        :
     ALLEGHENY POWER SYSTEM, INC. et al.:
                                        :    CERTIFICATE
          File No. 70-8491              :    PURSUANT TO RULE 24
                                        :    FOR THE YEAR ENDED
          (Public Utility Holding       :    DECEMBER 31, 1998
           Company Act of 1935)         :
                                        :
                                        :





          As of December 31, 1998, AYP Capital, Inc., through
Envirotech, had made investments and security transactions as
outlined on Exhibit A, attached hereto.

          The Balance Sheet and Statement of Income for AYP
Capital for the year ended December 31, 1998 are also included
as a part of this filing.

                                        AYP CAPITAL, INC.



                                        By /s/ Richard J. Gagliardi
                                           Richard J. Gagliardi
                                           Vice President

Dated:  June 29, 1998


<PAGE>


1)   A description of the nature of each of the Envirotech Partnership's
     investments and the cost thereof established pursuant to section 8.3 of the
     partnership agreement:

<TABLE>
<CAPTION>

Company                  Investment Date                    Description                                      Cost

<S>                           <C>                 <C>                                                          <C>
Active Power, Inc.            May 1996            Flywheel energy storage systems for UPS applications         $1,800,003


AutomationSolutions           December 1996       Machine automation and control systems                  $2,036,986
  International LLC


Cellit, Inc.                  November 23, 1998   Computer telephony software & hardware for the
                                                  call center industry                                    $1,053,000


CopperCom, Inc.               November 12, 1998   Equipment for voice capability over xDSL
                                                  infrastructures                                         $  859,999


Cycloid Company               June 20, 1996       Designs, markets and manufactures a tire
                                                  inflation system                                        $1,375,912


Inframetrics, Inc.            September 30, 1996  Thermography systems and thermal imagers                $1,063,979
(renamed FLIR Systems, Inc.)

Lightware, Inc.               June 1997           Manufactures ultraportable LCD multimedia projectors    $1,350,000


McHugh Software International,October 27, 1998    Warehouse and transportation management software
  Inc.                                              and services                                          $2,359,229


NSA Engineering, Inc.         July 1997           Underground engineering software and services           $  342,858


OK International, Inc.        November 1996       Surface mount technology,solder/desolder tools and      $1,785,999
                                                  industrial equipment


Progressive System            January 1996        Automated handling equipment for semiconductor and      $1,146,225
 Technologies, Inc.                                 flat panel industries


Valdor Fiber Optics, Inc.     June 1997           Fiber optic connectors                                  $   574,974



</TABLE>

<PAGE>

                                     AYP CAPITAL
                           CONSOLIDATED STATEMENT OF INCOME


<TABLE>
<CAPTION>

                                                               Quarter Ended      Year-to-Date Ended   Twelve Months Ended
                                                             December 31, 1998    December 31, 1998     December 31, 1998

<S>                                                    <C>                 <C>                   <C>
ELECTRIC OPERATING REVENUES                            27,893,458          246,983,410           246,983,410

OPERATING EXPENSES:
   Operation:
     Fuel                                               5,980,311           21,136,727            21,136,727
     Purchased Power & Exchange                        15,143,708          210,558,867           210,558,867
     Other                                              1,508,893            6,826,387             6,826,387
   Transmission & Distribution                            416,097            2,373,764             2,373,764
   Cust. Accts & Services                                 590,661            2,814,919             2,814,919
   Administrative & General                             3,099,089           11,409,460            11,409,460
Total Operation & Maintenance                          26,738,759          255,120,124           255,120,124

   Depreciation                                         1,532,532            5,770,210             5,770,210
   Taxes other than income taxes                        1,651,918            6,881,568             6,881,568
   Federal and state income taxes                      (1,612,474)         (10,533,229)          (10,533,229)
              Total Operating Expenses                 28,310,735          257,238,673           257,238,673
              Operating Income                           (417,277)         (10,255,263)          (10,255,263)

OTHER INCOME AND DEDUCTIONS:
   Other income (loss), net                                25,678               99,240                99,240
             Total Other Income and Deductions             25,678               99,240                99,240
             Income Before Interest Charges and
               Preferred Dividends                       (391,599)         (10,156,023)          (10,156,023)

INTEREST CHARGES AND PREFERRED DIVIDENDS:
   Interest on other long-term obligations              2,526,933           10,105,333            10,105,333
   Other interest                                          11,487               53,190                53,190
            Total Interest Charges and
                Preferred Dividends                     2,538,420           10,158,524            10,158,524


Consolidated Net Income (Loss)                         (2,930,019)         (20,314,546)          (20,314,546)


                                  Unaudited










</TABLE>

<PAGE>
                                      AYP Capital, Inc.
                                 CONSOLIDATED BALANCE SHEET
                                   As of December 31, 1998

            Assets
            Property, plant, and equipment:
               At original cost                               170,797,904
               Accumulated depreciation                       (11,321,961)
                                                              159,475,944

            Investments and other assets                        9,360,538

            Current assets:
               Cash and temporary cash investments              9,108,046
               Accounts receivable:
                  Electric service                             12,309,022
                  Other                                         2,397,551
                  Allowance for Uncollectible Accounts            (81,748)
                  Affiliates                                      357,452
               Materials and supplies--at average cost:
                  Operating and construction                    2,316,277
                  Fuel                                          2,560,368
               Other                                            3,221,829
                                                               32,188,796

            Deferred charges                                   12,392,456


                      Total Assets                            213,417,734

            Capitalization and Liabilities
            Capitalization:
               Common stock                                         1,000
               Other paid-in capital                           53,672,747
               Retained earnings                              (35,181,403)
                                                               18,492,344

               Long-term debt of subsidiaries                 160,000,000

                                                              178,492,344
            Current liabilities:

               Accounts payable                                15,009,363
               Accounts payable - Affiliates                    2,502,490
               Taxes accrued:
                  Federal and state income                      6,866,031
                  Other                                         3,097,902
               Interest accrued                                 1,675,467
               Other                                              822,730
                                                               29,973,982
            Deferred credits and other liabilities:
               Deferred income taxes                            4,150,289
               Other                                            2,287,649
                                                                6,437,938

             Total Capitalization and Liabilities             214,904,264

                                 Unaudited




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