ALLEGHENY ENERGY INC
35-CERT, 1999-03-01
ELECTRIC SERVICES
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___________________________________
                                   :
         IN THE MATTER OF          :
                                   :
        AYP CAPITAL, INC.          :
                                   :    CERTIFICATE
         File No. 70-8951          :    PURSUANT TO RULE 24
                                   :    FOR THE QUARTER ENDED
     (Public Utility Holding       :    DECEMBER 31, 1998
      Company Act of 1935)         :
__________________________________ :




          During the fourth quarter of 1998, AYP Capital, Inc. no
longer performed any activities in connection with the sale and
marketing of the Insider heat pump.

          Because AYP Capital has ceased performing activities in
connection with this file, this will be its final Rule 24
Certificate until such time as it again performs activities.

          Attached are consolidated financial statements for the
     quarter ended December 31, 1998.


                              AYP CAPITAL, INC.



                              By   Carol G. Russ
                                   Counsel
                                   AYP Capital, Inc.



Dated: March 1, 1999



<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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