ALLEGHENY ENERGY INC
U-1/A, 1999-07-16
ELECTRIC SERVICES
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                                                 File No. 70-9459

               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C.  20549

                         AMENDMENT NO. 2
                               TO
                            FORM U-1

                   APPLICATION OR DECLARATION

                              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)


                     Allegheny Energy, Inc.



(Name of top registered holding company parent of each applicant
or declarant)

                      Thomas K. Henderson, Esq.
                      Vice President
                      Allegheny Energy, Inc.
                      10435 Downsville Pike
                          Hagerstown, MD 21740-1766



(Name and address of agent for service)


<PAGE>


1.  Allegheny Energy, Inc. hereby amends Item No. 2 Fees,

Commissions and Expenses by deleting it in its entirety and

substituting the following therefor:



     Item No. 2.    Fees, Commissions and Expenses

     Applicant's fees and expenses in connection with

     this transaction not to exceed $30,000, in addition to

     services of in-house counsel, which services are

     provided by Allegheny Power Service Corporation and are

     billed at cost to Allegheny.





                            SIGNATURE



          Pursuant to the requirements of the Public Utility

Holding Company Act of 1935, the undersigned company has duly

caused this statement to be signed on its behalf by the

undersigned thereunto duly authorized.


                                   ALLEGHENY ENERGY, INC.


                                   By:  /s/ Thomas K. Henderson
                                        Thomas K. Henderson,
                                        Vice President


Dated: July 16, 1999





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