<PAGE>
___________________________________
:
IN THE MATTER OF :
:
ALLEGHENY ENERGY, INC. et. al. :
: CERTIFICATE
File No. 70-8411 : PURSUANT TO RULE 24
: FOR THE QUARTER ENDED
(Public Utility Holding : SEPTEMBER 30, 1999
Company Act of 1935) :
__________________________________ :
Through September 30, 1999, Allegheny Energy, Inc.
(Allegheny) has made capital contributions to Allegheny
Ventures, Inc. ("Allegheny Ventures") and its subsidiaries
totaling $69,595,158. See attached consolidated financial
statements for the quarter ended September 30, 1999. During
the third quarter of 1999, Allegheny Ventures performed
studies and completed preliminary development activities in
connection with the ownership of companies in the areas of
emerging technologies closely related to Allegheny's core
business. Other specific activities performed by Allegheny
Ventures during the third quarter of 1999 are shown below.
I. Description of Activities
A. Consulting and Engineering Services
Allegheny Ventures provided engineering,
consulting, procurement and construction services to
nonaffiliated entities and completed development and
marketing activities associated with the provision of
such services to nonaffiliated entities.
B. Energy Management Services - APS Cogenex
As previously reported, Allegheny Ventures and EUA-
Cogenex agreed to cease joint marketing activities
for energy management services under the terms of
their joint venture agreement for APS Cogenex.
Pending resolution of outstanding jobs, the APS
Cogenex joint venture continues to exist.
Allegheny Ventures developed energy management
products and services to be offered to customers in
and around the service territory of its affiliates.
<PAGE>
C. EWGs and FUCOs
Allegheny Ventures, through the Latin American
Energy and Electricity Fund I, L.P., a limited
partnership formed to invest in and develop
electric energy opportunities in Latin America,
continued to investigate FUCO investments. No new
investments were made in the third quarter. As of
the end of the third quarter of 1999, Allegheny
Ventures has invested $4,417,297 in LAEEF.
D. Real Estate Activities
In March Allegheny Ventures entered into four
agreements, all subject to SEC approval, to
purchase property adjacent to property on which AE,
Inc.'s and Potomac Edison's Corporate Centers are
located. Allegheny Ventures had made a down
payment into an escrow account in connection with
the purchase of one of the properties. Allegheny
Ventures has decided not to purchase these
properties, as they will be purchased by an
affiliate, which will reimburse Allegheny Ventures
for the down payment. On November 8, 1999,
Allegheny Energy, Inc. and Allegheny Ventures
withdrew the Post-Effective Amendment in connection
with this matter.
E. Development Activities
Allegheny Ventures is investigating the
development of distributed generation.
II. Guarantees or assumption of liabilities by
Allegheny on behalf of Allegheny Ventures or its
subsidiaries
Allegheny continued to provide support to AYP
Energy trading activities by providing parent
guarantees to AYP Energy counterparties. As of
September 30, 1999, in connection with AYP Energy's
trading activities, Allegheny had guarantees of
support outstanding in the amount of $26,000,000.
III. Services Provided by Allegheny Ventures to Associate
Companies
Allegheny Ventures did not provide any services
to associate companies during the third quarter of
1999.
<PAGE>
IV. Factoring Activities
Allegheny Ventures did not perform any
activities associated with the factoring of
accounts receivable in the third quarter of 1999.
ALLEGHENY ENERGY, INC.
By /s/ Thomas K. Henderson
Thomas K. Henderson
Vice President
ALLEGHENY VENTURES, INC.
By /s/ Thomas K. Henderson
Thomas K. Henderson
Vice President
Dated: November 22, 1999
ALLEGHENY VENTURES, INC.
CONSOLIDATED STATEMENT OF INCOME
<TABLE>
<CAPTION>
Quarter Ended Year-to-Date Ended Twelve Months Ended
September 30, 1999 September 30, 1999 September 30, 1999
<S> <C> <C> <C>
ELECTRIC OPERATING REVENUES 27,346,418 86,683,990 114,577,448
OPERATING EXPENSES:
Operation:
Fuel 5,392,575 16,311,898 22,292,209
Purchased Power & Exchange 11,678,645 45,513,129 60,656,837
Other 1,208,169 3,558,306 5,067,198
Transmission & Distribution 302,874 945,460 1,361,557
Cust. Accts & Services 63,508 366,294 956,956
Administrative & General 2,606,977 5,817,762 8,916,851
Total Operation & Maintenance 21,252,748 72,512,849 99,251,608
Depreciation 1,691,720 4,673,697 6,206,229
Taxes other than income taxes 1,397,766 4,096,469 5,748,388
Federal and state income taxes 724,517 (736,996) (2,349,470)
Total Operating Expenses 25,066,751 80,546,019 108,856,755
Operating Income 2,279,667 6,137,971 5,720,694
OTHER INCOME AND DEDUCTIONS:
Other income (loss), net 162,570 (255,073) (229,395)
Total Other Income and Deductions 162,570 (255,073) (229,395)
Income Before Interest Charges and
Preferred Dividends 2,442,237 5,882,898 5,491,298
INTEREST CHARGES AND PREFERRED DIVIDENDS:
Interest on other long-term obligations 2,098,500 7,045,067 9,572,000
Other interest 4,450 43,502 54,990
Total Interest Charges and
Preferred Dividends 2,102,950 7,088,569 9,626,990
Consolidated Net Income (Loss) 339,287 (1,205,671) (4,135,692)
</TABLE>
Unaudited
<PAGE>
<PAGE>
Allegheny Ventures, Inc.
CONSOLIDATED BALANCE SHEET
As of September 30, 1999
Assets
Property, plant, and equipment:
At original cost 177,954,112
Accumulated depreciation (15,813,886)
162,140,226
Investments and other assets 10,857,896
Current assets:
Cash and temporary cash investments 7,324,564
Accounts receivable:
Electric service 4,367,081
Other 2,382,190
Allowance for Uncollectible Accounts (28,929)
Affiliates 14,769,515
Materials and supplies--at average cost:
Operating and construction 2,195,273
Fuel 1,830,640
Other 3,559,941
36,400,275
Deferred charges 6,717,760
Total Assets 216,116,157
Capitalization and Liabilities
Capitalization:
Common stock 1,000
Other paid-in capital 69,594,158
Retained earnings (39,317,094)
30,278,064
Long-term debt of subsidiaries 160,000,000
Note & advances payable - affil 12,500
190,290,564
Current liabilities:
Short-term debt 0
Accounts payable 5,553,273
Accounts payable - Affiliates 6,276,086
Taxes accrued:
Federal and state income 3,453,349
Other 1,083,134
Interest accrued 1,399,000
Other 602,944
18,367,785
Deferred credits and other liabilities:
Deferred income taxes 7,450,986
Other 6,822
7,457,808
Total Capitalization and Liabilities 216,116,157
Unaudited
