<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 : DECEMBER 31, 1999
Company Act of 1935) :
___________________________________:
Through December 31, 1999, Allegheny Energy, Inc.
(Allegheny) has made capital contributions to Allegheny
Ventures, Inc. ("Allegheny Ventures") and its subsidiaries
totaling $77,347,841. See attached consolidated financial
statements for the quarter ended December 31, 1999. During
the fourth 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 fourth quarter of 1999 are shown below.
I. Description of Activities
A. Consulting and Engineering Services
Allegheny Ventures provided engineering,
consulting, procurement and distributed generation
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 fourth quarter. As of
the end of the fourth quarter of 1999, Allegheny
Ventures has invested $4,219,120 in LAEEF.
D. Real Estate Activities
In March, 1999, Allegheny Ventures entered into
four agreements, all subject to SEC approval, to
purchase property adjacent to property on which
Allegheny's and Potomac Edison's Corporate Centers
are located. Allegheny Ventures 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, and they were purchased by an affiliate
in early 2000. On November 8, 1999, Allegheny and
Allegheny Ventures withdrew the Post-Effective
Amendment in connection with this matter. The
deposit payment made by Allegheny Ventures was
repaid, with interest, in December 1999.
Allegheny Ventures is engaged in various land
management activities related to unused real property
owned by its affiliates, including investigation of a
joint venture with a real estate developer to develop
and market these properties.
E. Development Activities
Allegheny Ventures is investigating the development
of distributed generation and forming strategic
alliances with equipment manufacturers and suppliers.
II. Guarantees or assumption of liabilities by
Allegheny on behalf of Allegheny Ventures or its
subsidiaries
Allegheny continues to provide support to AYP
Energy trading activities by providing parent
guarantees to AYP Energy counterparties. As of
December 31, 1999, in connection with AYP Energy's
trading activities, Allegheny had guarantees of
support outstanding in the amount of $31,000,000.
III. Services Provided by Allegheny Ventures to Associate
Companies
Except as stated above, Allegheny Ventures did not
provide any services to associate companies during the
fourth quarter of 1999.
<PAGE>
IV. Factoring Activities
Allegheny Ventures did not perform any
activities associated with the factoring of
accounts receivable in the fourth 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: February 29, 2000
<PAGE>
ALLEGHENY VENTURES, INC.
CONSOLIDATED STATEMENT OF INCOME
<TABLE>
<CAPTION>
Quarter Ended Year-to-Date Ended Twelve Months Ended
December 31, 1999 December 31, 1999 December 31, 1999
<S> <C> <C> <C>
ELECTRIC OPERATING REVENUES 23,672,926 110,356,916 110,356,916
OPERATING EXPENSES:
Operation:
Fuel 4,064,610 20,376,509 20,376,509
Purchased Power & Exchange 9,124,000 54,637,129 54,637,129
Other 903,193 4,461,499 4,461,499
Transmission & Distribution (221,143) 724,317 724,317
Cust. Accts & Services 2,077,997 2,444,291 2,444,291
Administrative & General 2,500,840 8,318,602 8,318,602
Total Operation & Maintenance 18,449,497 90,962,347 90,962,347
Depreciation 1,213,015 5,886,712 5,886,712
Taxes other than income taxes 965,448 5,061,917 5,061,917
Federal and state income taxes 788,941 51,945 51,945
Total Operating Expenses 21,416,901 101,962,921 101,962,921
Operating Income 2,256,025 8,393,995 8,393,995
OTHER INCOME AND DEDUCTIONS:
Other income (loss), net 39,012 (216,061) (216,061)
Total Other Income and Deductions 39,012 (216,061) (216,061)
Income Before Interest Charges and
Preferred Dividends 2,295,037 8,177,934 8,177,934
INTEREST CHARGES AND PREFERRED DIVIDENDS:
Interest on other long-term obligations 1,205,208 8,250,275 8,250,275
Other interest 2,967 46,469 46,469
Total Interest Charges and
Preferred Dividends 1,208,175 8,296,744 8,296,744
Consolidated Net Income (Loss) 1,086,862 (118,810) (118,810)
</TABLE>
<PAGE>
ALLEGHENY VENTURES, INC.
CONSOLIDATED BALANCE SHEET
As of December 31, 1999
Assets
Property, plant, and equipment:
At original cost 11,711,062
Accumulated depreciation (630,641)
11,080,421
Investments and other assets 16,432,922
Current assets:
Cash and temporary cash investments 3,533,773
Accounts receivable:
Electric service 3,935,643
Other 2,520,604
Allowance for Uncollectible Accounts (2,093,696)
Affiliates 963,796
Materials and supplies--at average cost:
Operating and construction 419,664
Other 1,130,312
10,410,095
Deferred charges 3,049,567
Total Assets 40,973,004
Capitalization and Liabilities
Capitalization:
Common stock 1,000
Other paid-in capital 77,346,841
Retained earnings (38,230,232)
39,117,609
Current liabilities:
Accounts payable 147,057
Accounts payable - Affiliates 385,712
Taxes accrued:
Federal and state income 768,027
Other 182,811
1,483,606
Deferred credits and other liabilities:
Deferred income taxes 371,164
Other 625
371,789
Total Capitalization and Liabilities 40,973,004
