AYP CAPITAL INC
U-13-60, 1996-04-25
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                                  Form U-13-60
                       Mutual and Subsidiary Service Companies*
                             Revised February 7, 1980




                                   ANNUAL REPORT
 
                                   FOR THE PERIOD

                Beginning January 1, 1995 and Ending December 31, 1995

                                      TO THE

                            U.S. SECURITIES AND EXCHANGE
                                     COMMISSION

                                        OF

                                  AYP Capital, Inc.

                              A Nonutility Subsidiary*





                          Date of Incorporation:  August 18, 1994.
                  If not incorporated, Date of Organization:  not applicable.

    State or Sovereign Power under which Incorporated or Organized:  Delaware.

             Location of Principal Executive Offices of Reporting Company:
                        10435 Downsville Pike, Hagerstown, MD.

    Name, title, and address of officer to whom correspondence concerning this 
                              report should be addressed:
                              Thomas J. Kloc, Controller
                                  AYP Capital, Inc.
                                 10435 Downsville Pike
                              Hagerstown, MD  21740-1766.

Name of Principal Holding Company Whose Subsidiaries are served* by Reporting
                                        Company:
                              Allegheny Power System, Inc.



SEC 1926 (6-82)
*Note that this report is being used for a nonutility subsidiary of such 
 Holding Company.
<PAGE>
                                                                    1

                INSTRUCTIONS FOR USE OF FORM U-13-60



       1.  Time of filing.  Rule 94 provides that on or before the first day of
May in each calendar year, each mutual service company and each subsidiary 
service company as to which the Commission shall have made a favorable finding 
pursuant to Rule 88, and every service company whose application for approval 
or declaration pursuant to Rule 88 is pending shall file with the Commission 
an annual report on Form U-13-60 and in accordance with the instructions for 
that form.

       2.  Number of copies.  Each annual report shall be filed in duplicate.  
The company should prepare and retain at least one extra copy for itself in
case correspondence with reference to the report becomes necessary.

       3.  Period covered by report.  The first report filed by any company 
shall cover the period from the date the Uniform System of Accounts was 
required to be made effective as to that company under Rules 82 and 93, to the 
end of that calendar year.  Subsequent reports should cover a calendar year.

       4.  Report format.  Reports shall be submitted on the forms prepared 
by the Commission.  If the space provided on any sheet of such form is 
inadequate, additional sheets may be inserted of the same size as a sheet of 
the form or folded to such size.

       5.  Money amounts displayed.  All money amounts required to be shown in
financial statements may be expressed in whole dollars, in thousands of 
dollars, or in hundred thousands of dollars, as appropriate, and subject to 
provisions of Regulation S-X Section 210.3-01(b).

       6.  Deficits displayed.  Deficits and other like entries shall be 
indicated by the use of either brackets or a parenthesis with corresponding 
reference in footnotes (Regulation S-X, Section 210.3-01(c)).

       7.  Major amendments or corrections.  Any company desiring to amend or
correct a major omission or error in a report after is has been filed with 
the Commission shall submit an amended report including only those pages, 
schedules, and entries that are to be amended or corrected.  A cover letter 
shall be submitted requesting the Commission to incorporate the amended 
report changes and shall be signed by a duly authorized officer of the Company.

       8.  Definitions.  Definitions contained in Instruction 01-8 to the 
Uniform System of Accounts for Mutual Service Companies and Subsidiary 
Service Companies, Public Utility Holding Company Act of 1935, as amended 
February 2, 1979, shall be applicable to words or terms used specifically 
within this Form U-13-60.

       9.  Organization Chart.  The service company shall submit with each 
annual report a copy of its current organization chart.

       10.  Methods of Allocation.  The service company shall submit with each
annual report a listing of the currently effective methods of allocation being 
used by the service company and on file with the Securities and Exchange 
Commission pursuant to the Public Utility Holding Company Act of 1935.

       11.  Annual statement of compensation for use of capital billed.  The
service company shall submit with each annual report a copy of the annual state-
ment supplied to each associate company in support of the amount of compensation
for use of capital billed during the calendar year.
<PAGE>
                                                                      2

                  LISTING OF SCHEDULES AND ANALYSIS OF ACCOUNTS


Description of                                       Schedule or         Page
Schedules and Accounts:                              Account No.:        No.:



COMPARATIVE BALANCE SHEET                            Schedule I          4-5

    Service Company Property                         Schedule II         6-7
    Accumulated Provision for Depreciation
        and Amortization of Service Company
        Property                                     Schedule III        8
    Investments                                      Schedule IV         9
    Accounts Receivable from Associate
        Companies                                    Schedule V          10
    Fuel Stock Expenses Undistributed                Schedule VI         11
    Stores Expenses Undistributed                    Schedule VII        12
    Miscellaneous Current and Accrued Assets         Schedule VIII       13
    Miscellaneous Deferred Debits                    Schedule IX         14
    Research, Development, or Demonstration
        Expenditures                                 Schedule X          15
    Proprietary Capital                              Schedule XI         16
    Long-term Debt                                   Schedule XII        17
    Current and Accrued Liabilities                  Schedule XIII       18
    Notes to Financial Statements                    Schedule XIV        19



COMPARATIVE INCOME STATEMENT                         Schedule XV         20

    Analysis of Billing, Associate Companies         Account 457         21
    Analysis of Billing, Nonassociate
        Companies                                    Account 458         22
    Analysis of Charges for Service,
        Associate and Nonassociate Companies         Schedule XVI        23
    Schedule of Expense by Department or
        Service Function                             Schedule XVII       24-25
    Departmental Analysis of Salaries                Account 920         26
    Outside Services Employed                        Account 923         27
    Employee Pensions and Benefits                   Account 926         28
    General Advertising Expenses                     Account 930.1       29
    Miscellaneous General Expenses                   Account 930.2       30
    Rents                                            Account 931         31
    Taxes Other Than Income Taxes                    Account 408         32
    Donations                                        Account 426.1       33
    Other Deductions                                 Account 426.5       34
    Notes to Statement of Income                     Schedule XVIII      35
<PAGE>

                                                                        3

                  LISTING OF INSTRUCTIONAL FILING REQUIREMENTS

Description of                                                           Page
Reports or Statements:                                                   No.:


Organizational Chart                                                     36


Methods of Allocation                                                    37


Annual Statement of Compensation for Use of Capital Billed               38
<PAGE>


                                                                     4

Annual Report of AYP Capital, Inc.
AS  OF  AND  FOR  THE  YEAR  ENDED  DECEMBER  31,  1995

SCHEDULE  I  -  COMPARATIVE  BALANCE  SHEET
Give balance sheet of the Company as of December 31 of the current and prior 
year.

<TABLE>
<CAPTION>
Account Assets and Other Debits                               Current       Prior

        Property
<C>       <S>                                                   <C>               <C>
101       Property  (Schedule II)                               17,232            0
107       Construction work in progress  (Schedule II)               0            0
            Total Property                                      17,232            0
108       Less Accumulated provision for depreciation
            and amortization of property  (Schedule III)         1,436            0
          Net Property                                          15,796            0

        Investments
123       Investments in associate companies
            (Schedule IV)                                    1,075,979            0
124       Other investments  (Schedule IV)                           0            0
          Total Investments                                  1,075,979            0

        Current and Accrued Assets
131       Cash                                                  16,764            0
134       Special deposits                                           0            0
135       Working funds                                              0            0
136       Temporary cash investments  (Schedule IV)                  0            0
141       Notes receivable                                           0            0
143       Accounts receivable                                    9,720            0
144       Accumulated provision for uncollectible
            accounts                                                 0            0
146       Accounts receivable from associate
            companies  (Schedule V)                             52,240            0
152       Fuel stock expenses undistributed  (Schedule VI)           0            0
154       Material and supplies                                      0            0
163       Stores expense undistributed  (Schedule VII)               0            0
165       Prepayments                                                0            0
174       Miscellaneous current and accrued
            assets  (Schedule VIII)                                  0            0
          Total Current and Accrued Assets                      78,724            0

        Deferred Debits
181       Unamortized debt expense                                   0            0
184       Clearing accounts                                          0            0
186       Miscellaneous deferred debits  (Schedule IX)         275,573            0
188       Research, development, or demonstration
            expenditures  (Schedule X)                               0            0
190       Accumulated deferred income taxes                          0            0
          Total Deferred Debits                                275,573            0

        Total Assets and Other Debits                        1,446,072            0
</TABLE>
<PAGE>

                                                                          5
Annual Report of AYP Capital, Inc.
AS  OF  AND  FOR  THE  YEAR  ENDED  DECEMBER  31,  1995


SCHEDULE  I  -  COMPARATIVE  BALANCE  SHEET,  CONTINUED
<TABLE>
<CAPTION>

Account Liabilities and Proprietary Capital                   Current       Prior

        Proprietary Capital
<C>       <S>                                                <C>                  <C>
201       Common stock issued  (Schedule XI)                     1,000            0
211       Miscellaneous paid-in capital  (Schedule XI)       1,837,303            0
215       Appropriated retained earnings  (Schedule XI)              0            0
216       Unappropriated retained earnings
            (Schedule XI)                                     (572,037)           0
          Total Proprietary Capital                          1,266,266            0

        Long-term Debt
223       Advances from associate
            companies  (Schedule XII)                                0            0
224       Other long-term debt  (Schedule XII)                       0            0
225       Unamortized premium on long-term debt                      0            0
226       Unamortized discount on long-term
            debt  (debit)                                            0            0
          Total Long-term Debt                                       0            0


        Current and Accrued Liabilities
231       Notes payable                                              0            0
232       Accounts payable                                         204            0
233       Notes payable to associate
            companies  (Schedule XIII)                               0            0
234       Accounts payable to associate
            companies  (Schedule XIII)                         179,082            0
236       Taxes accrued                                              0            0
237       Interest accrued                                           0            0
238       Dividends declared                                         0            0
241       Tax collections payable                                  520            0
242       Miscellaneous current and accrued
            liabilities  (Schedule XIII)                             0            0
          Total Current and Accrued Liabilities                179,806            0


        Deferred Credits
253       Other deferred credits                                     0            0
255       Accumulated deferred investment tax credits                0            0
282       Accumulated deferred income taxes                          0            0
          Total Deferred Debits                                      0            0

        Total Liabilities and Proprietary Capital            1,446,072            0
</TABLE>
<PAGE>

                                                                          6
Annual Report of AYP Capital, Inc.
AS  OF  AND  FOR  THE  YEAR  ENDED  DECEMBER  31,  1995


SCHEDULE  II  -  PROPERTY
<TABLE>
<CAPTION>

                           Balance at               Retiremts    Other    Balance at
                            Beginning                  or       Changes      Close
Account Decription           of Year    Additions     Sales       (1)       of Year


301     Organization

303     Miscellaneous
        intangible plant

304     Land and land
        rights

305     Structures and
        improvements

306     Leasehold
        improvements

307     Equipment   (2)

308     Office furniture
        and equipment

309     Automobiles, other
        vehicles and
        related garage
        <S>                         <C>    <C>                                <C>
        equipment                   0      17,232                             17,232

310     Aircraft and
        airport equipment

311     Other property   (3)

        Subtotal                    0      17,232           0          0      17,232

107     Construction work
        in progress   (4)

        Total                       0      17,232           0          0      17,232


(1)     Provide an explanation of those changes considered material:

        Not applicable.
</TABLE>
<PAGE>

                                                                       7

Annual Report of AYP Capital, Inc.
AS  OF  AND  FOR  THE  YEAR  ENDED  DECEMBER  31,  1995


SCHEDULE  II  -  CONTINUED



(2)  Subaccounts are required for each class of equipment owned.  The
     company shall provide a listing by subaccount of equipment additions
     during the year and the balance at the close of the year:
<TABLE>
<CAPTION>
                                                                           Balance
                                                                          at Close
Subaccount Description                                       Additions     of Year



     Not applicable.



     <S>                                                             <C>          <C>
     Total                                                           0            0
</TABLE>


(3)  Describe other property:



     Not applicable.



(4)  Describe construction work in progress:



     Not applicable.
<PAGE>


                                                                         8

Annual Report of AYP Capital, Inc.
AS  OF  AND  FOR  THE  YEAR  ENDED  DECEMBER  31,  1995



SCHEDULE  III  -  ACCUMULATED  PROVISION  FOR
DEPRECIATION  AND  AMORTIZATION  OF  PROPERTY

<TABLE>
<CAPTION>


                           Balance at   Additions                Other    Balance at
                            Beginning      to                   Changes      Close
Account Decription           of Year    Acct  403   Retiremts     (1)       of Year


301     Organization

303     Miscellaneous
        intangible plant

304     Land and land
        rights

305     Structures and
        improvements

306     Leasehold
        improvements

307     Equipment

308     Office furniture
        and equipment

309     Automobiles, other
        vehicles and
        related garage
        <S>                         <C>     <C>                                <C>
        equipment                   0       1,436                              1,436

310     Aircraft and
        airport equipment

311     Other property

        Total                       0       1,436           0          0       1,436


(1)     Provide an explanation of those changes considered material:

        Not applicable.
</TABLE>
<PAGE>

                                                                           9

Annual Report of AYP Capital, Inc.
AS  OF  AND  FOR  THE  YEAR  ENDED  DECEMBER  31,  1995


SCHEDULE  IV  -  INVESTMENTS


Instructions:    Complete the following schedule concerning investments.   
Under Account 124  "Other Investments",  state each investment separately,
with description, including the name of issuing company, number of shares or
principal amount, etc.    Under Account 136,  "Temporary Cash Investments", 
list each investment separately.

<TABLE>
<CAPTION>
                                                              Balance at  Balance at
                                                               Beginning     Close
 Description                                                    of Year     of Year

Account 123-  Investment in Associate Companies

   <S>                                                                 <C>   <C>
   EnviroTech Investment Fund I, LP, net                               0     304,002
        A 9.9% interest in a limited partnership to acquire
        securities of companies with a primary emphasis on
        investments in energy.

   Latin America Energy and Electricity Fund I, LP                     0     700,174
        A 9.9% interest in a limited partnership to invest in
        entities involved in new or existing electric power
        projects in Latin America and the Caribbean.

   APS Cogenex, LLC                                                    0      71,803
        A 50% joint venture with EUA Cogenex Corporation
        formed to engage in demand-side management business
        activities.


Account 124-  Other Investments

   Not applicable.


Account 136-  Temporary Cash Investments

   Not applicable.


   Total                                                               0   1,075,979
</TABLE>
<PAGE>

                                                                       10

Annual Report of AYP Capital, Inc.
AS  OF  AND  FOR  THE  YEAR  ENDED  DECEMBER  31,  1995



SCHEDULE  V  -  ACCOUNTS  RECEIVABLE  FROM  ASSOCIATE  COMPANIES


Instructions:    Complete the following schedule listing accounts receivable
from each associate company.    Where the company has provided
accommodation or convenience payments for associate companies, a separate
listing of total payments for each associate company by subaccount should be
provided.

<TABLE>
<CAPTION>
                                                              Balance at  Balance at
                                                               Beginning     Close
 Description                                                    of Year     of Year

Account 146-  Accounts Receivable from Associate Companies

   <S>                                                                 <C>    <C>
   APS Cogenex, LLC                                                    0      45,984
   Latin America Energy and Electricity Fund I, LP                     0       6,256


   Total                                                               0      52,240
</TABLE>


Analysis of Convenience or Accommodation Payments

   Not applicable.
<PAGE>
                                                                     11

Annual Report of AYP Capital, Inc.
AS  OF  AND  FOR  THE  YEAR  ENDED  DECEMBER  31,  1995

SCHEDULE  VI  -  FUEL  STOCK  EXPENSES  UNDISTRIBUTED


Instructions:    Report the amount of labor and expenses incurred with respect
to fuel stock expenses during the year and indicate amount attributable to each
associate company.    Under the section headed  "Summary"  listed below give
an overall report of the fuel functions performed by the company.

<TABLE>
<CAPTION>

 Description                                        Labor     Expenses      Total

Account 152- Fuel Stock Expenses Undistributed

   Not applicable.


   <S>                                                    <C>         <C>         <C>
   Total                                                  0           0           0
</TABLE>


Summary:

   Not applicable.
<PAGE>

                                                                         12

Annual Report of AYP Capital, Inc.
AS  OF  AND  FOR  THE  YEAR  ENDED  DECEMBER  31,  1995



SCHEDULE  VII  -  STORES  EXPENSE  UNDISTRIBUTED


Instructions:    Report the amount of labor and expenses associated with
respect to stores expense during the year and indicate amount attributable to
each associate company.

<TABLE>
<CAPTION>


 Description                                        Labor     Expenses      Total

Account 163- Stores Expense Undistributed

   Not applicable.


   <S>                                                    <C>         <C>         <C>
   Total                                                  0           0           0
</TABLE>
<PAGE>

                                                                        13

Annual Report of AYP Capital, Inc.
AS  OF  AND  FOR  THE  YEAR  ENDED  DECEMBER  31,  1995


SCHEDULE  VIII  -  MISCELLANEOUS  CURRENT  AND  ACCRUED  ASSETS


Instructions:    Provide detail of items in this account.    Items less than 
$10,000  may be grouped, showing the number of items in each group.

<TABLE>
<CAPTION>

                                                              Balance at  Balance at
                                                               Beginning     Close
 Description                                                    of Year     of Year

Account 174-  Miscellaneous Current and Accrued Assets

   Not applicable.



   <S>                                                                 <C>         <C>
   Total                                                               0           0
</TABLE>
<PAGE>

                                                                          14

Annual Report of AYP Capital, Inc.
AS  OF  AND  FOR  THE  YEAR  ENDED  DECEMBER  31,  1995


SCHEDULE  IX  -  MISCELLANEOUS  DEFERRED  DEBITS


Instructions:    Provide detail of items in this account.    Items less than 
$10,000  may be grouped by class showing the number of items in each class.

<TABLE>
<CAPTION>

                                                              Balance at  Balance at
                                                               Beginning     Close
 Description                                                    of Year     of Year

Account 186-  Miscellaneous Deferred Debits

   Expenses associated with the purchase
        <S>                                                            <C>   <C>
        of Fort Martin Unit #1                                         0     275,573



   Total                                                               0     275,573
</TABLE>
<PAGE>

                                                                        15

Annual Report of AYP Capital, Inc.
AS  OF  AND  FOR  THE  YEAR  ENDED  DECEMBER  31,  1995


SCHEDULE  X - RESEARCH,  DEVELOPMENT,  OR  DEMONSTRATION  EXPENDITURES


Instructions:    Provide a description of each material research, development,
or demonstration project which incurred costs by the company
during the year.

<TABLE>
<CAPTION>

 Description                                                                Amount

Account 188-  Research, Development, or Demonstration
              Expenditures

   Not applicable.

   <S>                                                                             <C>
   Total                                                                           0
</TABLE>
<PAGE>

                                                                           16

Annual Report of AYP Capital, Inc.
AS  OF  AND  FOR  THE  YEAR  ENDED  DECEMBER  31,  1995



SCHEDULE  XI  -  PROPRIETARY  CAPITAL


                                Number of  Par / Stated Outstanding Shares
                                Shares       Value      At Close of Period
Account Class of Stock          Authorized Per Share    Number        Amount

201     Common Stock Issued      1,000        $10         100        $1,000


Instructions:    Classify amounts in each account with brief explanation,
disclosing the general nature of transactions which give rise to the
reported amounts.


Account Description                                                  Amount

211     Miscellaneous Paid-in Capital*                              1,837,303
215     Appropriated Retained Earnings                                      0

        Total                                                       1,837,303

* AYP Capital is funded in the form of capital contributions from the holding 


Instructions:    Give particulars concerning net income or (loss) during the
year, distinguishing between compensation for the use of capital owed or net
loss remaining from nonassociates per the General Instructions of
the Uniform System of Accounts.    For dividends paid during the year in cash 
otherwise, provide rate percentage, amount of dividend, date declared and date
paid.

                                Balance at    Net                  Balance at
                                Beginning   Income      Dividends     Close
Account Description             of Year     (Loss)       Paid        of Year

216     Unappropriated Retained
        Earnings                     0     (572,037)         0       (572,037)

        Total                        0     (572,037)         0       (572,037)
<PAGE>


                                                                       17

Annual Report of AYP Capital, Inc.
AS  OF  AND  FOR  THE  YEAR  ENDED  DECEMBER  31,  1995


SCHEDULE  XII  -  LONG-TERM  DEBT


Instructions:    Advances from associate companies should be reported 
separately for advances on notes, and advances on open account.    Names of 
associate companies from which advances were received shall be shown under 
the class and series of obligation column.    For Account 224,  "Other 
Long-Term Debt",  provide the name of the creditor company or organization, 
terms of the obligation, date of maturity, interest rate, and the amount 
authorized and outstanding.

<TABLE>
<CAPTION>
                                        Terms,        Date                              Balance at                       Balance 
                                       Class, &        of       Interest     Amount     Beginning              (1)        Close
Name of Creditor                        Series      Maturity      Rate     Authorized   of Year   Additions Deductions   of Year

223  Advances from associate
     companies:

        Not applicable.

224  Other long-term debt:

        Not applicable.


     <S>                                                                           <C>       <C>       <C>          <C>        <C>
     Total                                                                         0         0         0            0          0
</TABLE>

(1)  Give an explanation of deductions.:

        Not applicable.
<PAGE>


                                                                     18

Annual Report of AYP Capital, Inc.
AS  OF  AND  FOR  THE  YEAR  ENDED  DECEMBER  31,  1995




SCHEDULE  XIII  -  CURRENT  AND  ACCRUED  LIABILITIES


Instructions:    Provide balance of notes and accounts payable to each associate
company.    Give description and amount of miscellaneous current and accrued
liabilities.    Items less then  $10,000  may be grouped, showing the number of
items in each group.

<TABLE>
<CAPTION>
                                                              Balance at  Balance at
                                                               Beginning     Close
 Description                                                    of Year     of Year

Account 233-  Notes Payable to Associate Companies

   Not applicable.

   <S>                                                                 <C>   <C>
   Total                                                               0           0


Account 234-  Accounts Payable to Associate Companies

   Allegheny Power Service Corporation                                 0     179,082


   Total                                                               0     179,082


Account 242-  Miscellaneous Current and Accrued Liabilities

   Not applicable.


   Total                                                               0           0
</TABLE>
<PAGE>

                                                                          19
Annual Report of AYP Capital, Inc.
AS  OF  AND  FOR  THE  YEAR  ENDED  DECEMBER  31,  1995


SCHEDULE  XIV
NOTES  TO  FINANCIAL  STATEMENTS


Instructions:    The space below is provided for important notes regarding the
financial statements or any account thereof.    Furnish particulars as to any
significant contingent assets or liabilities existing at the end of the year.   
Notes relating to financial statements shown elsewhere in this report may be
indicated here by reference.

A. Property is stated at original cost.

B. Investments in the two limited partnerships and the joint venture are
   accounted for under the equity method.  That is, the initial investment is
   recorded at cost, then the carrying amount is adjusted to recognize AYP
   Capital's  (the Company's)  share of post-acquisition earnings or losses
   of the investee.

C. The Company has entered into an agreement with Duquesne Light
   Company, subject to regulatory approvals, to purchase its 50% interest in
   Unit No. 1 of the Fort Martin Power Station for approximately $170
   million.   Necessary regulatory approvals will likely take several months,
   and the Company expects a closing by late 1996.

D. The Company has committed to invest up to $10 million in two limited
   partnerships formed to invest in emerging electrotechnologies that
   promote the efficient use of electricity and improve the environment, and
   to invest in and develop electric energy opportunities in Latin America.
<PAGE>


                                                                         20
Annual Report of AYP Capital, Inc.
AS  OF  AND  FOR  THE  YEAR  ENDED  DECEMBER  31,  1995


SCHEDULE  XV  -  COMPARATIVE  STATEMENT  OF  INCOME
Give income statement of the Company for the current and prior years ending 
December

<TABLE>
<CAPTION>

Account Description                                           Current       Prior


        Income

<C>       <S>                                                 <C>                 <C>
457       Services rendered to associate companies                   0            0
458       Services rendered to nonassociate
            companies                                           25,006            0
421       Miscellaneous income or loss                         (10,235)           0
          Total Income                                          14,771            0


        Expense

920       Salaries and wages                                         0            0
921       Office supplies and expenses                               0            0
922       Administrative expense transferred - credit                0            0
923       Outside services employed                            561,903            0
924       Property insurance                                         0            0
925       Injuries and damages                                   4,675            0
926       Employee pensions and benefits                             0            0
928       Regulatory commission expense                              0            0
930 .1    General advertising expense                                0            0
930 .2    Miscellaneous general expenses                        18,133            0
931       Rents                                                     22            0
935       Maintenance of structures and equipment                    0            0
403       Depreciation and amortization expense                  1,436            0
408       Taxes other than income taxes                            554            0
409       Income taxes                                               0            0
410       Provision for deferred income taxes                        0            0
411       Provision for deferred income taxes - credit               0            0
411 .5    Investment tax credit                                      0            0
426 .1    Donations                                                  0            0
426       Other deductions                                          82            0
427       Interest on long-term debt                                 0            0
430       Interest on debt to associate companies                    0            0
431       Other interest expense                                     3            0
          Total Expense                                        586,808            0


        Net Income or (Loss)                                  (572,037)           0
</TABLE>
<PAGE>

                                                                           21
Annual Report of AYP Capital, Inc.
AS  OF  AND  FOR  THE  YEAR  ENDED  DECEMBER  31,  1995


ANALYSIS  OF  BILLING
ASSOCIATE  COMPANIES  -  ACCOUNT  457




                               Direct      Indirect      Comp.        Total
                               Costs        Costs       for Use       Amount
Name of Associate Company     Charged      Charged     of Capital     Billed


   Not applicable.


   Total                             0            0            0            0
<PAGE>

                                                                       22

Annual Report of AYP Capital, Inc.
AS  OF  AND  FOR  THE  YEAR  ENDED  DECEMBER  31,  1995


ANALYSIS  OF  BILLING  NONASSOCIATE  COMPANIES
ACCOUNT  458

<TABLE>
<CAPTION>

                                         Direct        Indirect        Comp.                       Excess        Total
                                          Cost           Cost         for Use         Total          or          Amount
Name of Nonassociate Company            Charged        Charged       of Capital        Cost       Deficiency     Billed
                                        <C>            <C>            <C>                          <C>             <C>
                                        (458.1)        (458.2)        (458.3)            <C>       (458.4)


EastAlco Aluminum Company                                                                                          15,806

Schott Scientific Glass, Inc.                                                                                       1,200

Broughton Foods, Inc.                                                                                               8,000


     Total                                      0              0              0              0           0         25,006
</TABLE>

Instructions:    Provide a brief description of the services rendered to 
                 each nonassociate company:

All listed companies are customers of AYP Capital's Transmission & 
  Distribution Services business line.
<PAGE>


                                                                         23
Annual Report of AYP Capital, Inc.
AS  OF  AND  FOR  THE  YEAR  ENDED  DECEMBER  31,  1995


SCHEDULE  XVI  -  ANALYSIS  OF  CHARGES  FOR  SERVICE
ASSOCIATE  AND  NONASSOCIATE  COMPANIES

<TABLE>
<CAPTION>

                                         Associate Company Charges     Nonassociate Company Charges  Total Charges for Service
                                         Direct    Indirect            Direct    Indirect            Direct    Indirect
Description of Items                      Cost      Cost      Total     Cost      Cost      Total     Cost      Cost      Total

920     Salaries and wages
921     Office supplies and expense
922     Admin expense transferred - cr
923     Outside services employed                                      This type of breakdown is 
924     Property insurance                                             not available for
925     Injuries and damages                                           competitive job billings.
926     Employee pensions and benefits
928     Regulatory commission expense
930 .1  General advertising expenses
930 .2  Miscellaneous general expenses
931     Rents
935     Maint of structures and equip
403     Depreciation and amortiz exp
408     Taxes other than income taxes
409     Income taxes
410     Prov for def income taxes
411     Prov for def income taxes - cr
411 .5  Investment tax credit
426 .1  Donations
426     Other deductions
427     Interest on long-term debt
431     Other interest expense
        <S>                                   <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
        Total expenses                        0         0         0         0         0         0         0         0         0
        Comp for use of equity capital
430     Int on debt to assoc companies
        Total cost of service                 0         0         0         0         0         0         0         0         0
</TABLE>
Instructions:    Total cost of service will equal for assocate and 
nonassociate companies the total amount billed under their separate analysis 
of billing schedules.
<PAGE>

                                                                         24
Annual Report of AYP Capital, Inc.
AS  OF  AND  FOR  THE  YEAR  ENDED  DECEMBER  31,  1995


SCHEDULE  XVII  -  EXPENSE  DISTRIBUTION  BY
DEPARTMENT  OR  SERVICE  FUNCTION

<TABLE>
<CAPTION>

                                                                            Department or Service Function
                                                      Total       Over-
Description of Items                                  Amnt        head

920      Salaries and wages
921      Office supplies and expense
922      Admin expense transferred - credit
923      Outside services employed                                          This type of breakdown is 
924      Property insurance                                                 not applicable.
925      Injuries and damages
926      Employee pensions and benefits
928      Regulatory commission expense
930 .1   General advertising expenses
930 .2   Miscellaneous general expenses
931      Rents
935      Maint of structures and equipment
403      Depreciation and amortization expense
408      Taxes other than income taxes
409      Income taxes
410      Prov for def income taxes
411      Prov for def income taxes - credit
411 .5   Investment tax credit
426 .1   Donations
426      Other deductions
427      Interest on long-term debt
430      Interest on debt to associate companies
431      Other interest expense

         <S>                                               <C>         <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
         Total expenses                                    0           0       0       0       0       0       0       0       0
</TABLE>

Instructions:    Indicate each department or service function.   
(See Instruction  01-3,  General Structure of Accounting System:
Uniform System of Accounts.)
<PAGE>

                                                                        25
Annual Report of AYP Capital, Inc.
AS  OF  AND  FOR  THE  YEAR  ENDED  DECEMBER  31,  1995


SCHEDULE  XVII  -  EXPENSE  DISTRIBUTION  BY
DEPARTMENT  OR  SERVICE  FUNCTION,  CONTINUED

<TABLE>
<CAPTION>

               Department or Service Function
Account
Number

920
921
922
923                              This type of breakdown is 
924                              not applicable.
925
926
928
930 .1
930 .2
931
932
403
408
409
410
411
411 .5
426 .1
426 .5
427
430
431

                   <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
                   0        0        0        0        0        0        0        0        0        0        0        0
</TABLE>
<PAGE>

                                                                         26
Annual Report of AYP Capital, Inc.
AS  OF  AND  FOR  THE  YEAR  ENDED  DECEMBER  31,  1995


DEPARTMENTAL  ANALYSIS  OF  SALARIES
ACCOUNT  920

                         Departmental Salary Expense
Name of Department                  Included in Amounts Billed to      Personnel
Indicate each department   Total      Parent     Other       Non-       at Close
service function.          Amount    Company   Associates Associates    of Year


  Not applicable.




  Total                          0          0          0          0            0
<PAGE>

                                                                          27
Annual Report of AYP Capital, Inc.
AS  OF  AND  FOR  THE  YEAR  ENDED  DECEMBER  31,  1995


OUTSIDE  SERVICES  EMPLOYED
ACCOUNT  923


Instructions:    Provide a breakdown by subaccount of outside services
employed.    If the aggregate amounts paid to any one payee and included
within one subaccount is less than $25,000, only the aggregate number and
amount of all such payments included within the subaccount need be shown. 
Provide a subtotal for each type of service.




From Whom Purchased                       Address       Ralationship*    Amount


Administrative and Engineering:
   Allegheny Power Service CorporationGreensburg, PA         A           451,932

Legal:
   Sullivan & Cromwell                New York, NY           NA           66,065

Financial:
   New Harbor, Inc.                   New York, NY           NA           42,540

Other
   Various  (4 payees)                                       NA            1,366

*  "A"  -  Associate
   "NA"  -  Nonassociate

   Total                                                                 561,903
<PAGE>


                                                                       28
Annual Report of AYP Capital, Inc.
AS  OF  AND  FOR  THE  YEAR  ENDED  DECEMBER  31,  1995


EMPLOYEE  PENSIONS  AND  BENEFITS
ACCOUNT  926

Instructions:  Provide a listing of each pension plan and benefit program
provided by the company.   Such listing should be limited to $25,000.


 Description                                                           Amount


   Not applicable.


   Total                                                                  0
<PAGE>

                                                               29
Annual Report of AYP Capital, Inc.
AS  OF  AND  FOR  THE  YEAR  ENDED  DECEMBER  31,  1995



GENERAL  ADVERTISING  EXPENSES
ACCOUNT  930.1

Instructions:    Provide a listing of the amount included in Account 930.1
"General Advertising Expenses",  classifying the items according to the
nature of the advertising and as defined in the account definition.  If a
particular class includes an amount in excess of $3,000 applicable to a single
payee, show separately the name of the payee and the aggregate amount
applicable thereto.



 Description                Name of Payee                 Amount


   Not applicable.


   Total                                                        0
<PAGE>


                                                                        30
Annual Report of AYP Capital, Inc.
AS  OF  AND  FOR  THE  YEAR  ENDED  DECEMBER  31,  1995




MISCELLANEOUS  GENERAL  EXPENSE
ACCOUNT  930.2

Instructions:    Provide a listing of the amount included in Account 930.2, 
"Miscellaneous General Expenses",  classifying such expenses according to
their nature.  Payments and expenses permitted by Sections 321(b)(2)  of the
Federal Election Campaign Act, as amended by Public Law 94-283 in 1976 
(2 U.S.C. Section 441(b)(2))  shall be separately classified.

<TABLE>
<CAPTION>
 Description                                                                Amount


<S>                                                                           <C>
Outside directors' fees and expenses                                             522

SEC filing fees                                                                8,250

Miscellaneous, primarily an allocation of
   shareholder expenses                                                        9,361

   Total                                                                      18,133
</TABLE>
<PAGE>

                                                                       31
Annual Report of AYP Capital, Inc.
AS  OF  AND  FOR  THE  YEAR  ENDED  DECEMBER  31,  1995



RENTS
ACCOUNT  931

Instructions:    Provide a listing of the amount included in Account 931, 
"Rents",  classifying such expenses by major groupings of property, as defined
in the account definition of the Uniform System of Accounts.


Type of Property                                                        Amount

Miscellaneous                                                             22


   Total                                                                  22
<PAGE>


                                                                          32
Annual Report of AYP Capital, Inc.
AS  OF  AND  FOR  THE  YEAR  ENDED  DECEMBER  31,  1995


TAXES  OTHER  THAN  INCOME  TAXES
ACCOUNT  408

Instructions:    Provide an analysis of Account 408,  "Taxes Other Than Income
Taxes".   Separate the analysis into two groups:   (1) other than U.S.
Government taxes, and  (2) U.S. Government taxes.   Specify each of the
various kinds of taxes and show the amounts thereof.   Provide a subtotal for
each class of tax.


<TABLE>
<CAPTION>
Kind of Tax                                                                 Amount


Other than U.S. Government taxes:

   <S>                                                                           <C>
   Capital stock or franchise tax expense                                        511
   State gross premium tax expense                                                15
   Other state tax expense                                                        28

   Subtotal                                                                      554



U.S. Government taxes:

   Not applicable.


   Subtotal                                                                        0


   Total                                                                         554
</TABLE>
<PAGE>

                                                               33
Annual Report of AYP Capital, Inc.
AS  OF  AND  FOR  THE  YEAR  ENDED  DECEMBER  31,  1995



DONATIONS
ACCOUNT  426.1

Instructions:    Provide a listing of the amount included in Account 426.1
"Donations", classifying such expenses by its purpose. The aggregate
number and amount of all items of less than $3,000 may be shown in lieu of
details.


Name of recipient         Purpose of Donation             Amount


   Not applicable.


   Total                                                        0
<PAGE>


                                                               34
Annual Report of AYP Capital, Inc.
AS  OF  AND  FOR  THE  YEAR  ENDED  DECEMBER  31,  1995


OTHER  DEDUCTIONS
ACCOUNT  426.5

Instructions:    Provide a listing of the amount included in Accou
"Other Deductions",  classifying such expenses according to their 

Description                 Name of Payee                 Amount


Civic and political activities

Miscellaneous                                                  82


   Total                                                       82
<PAGE>


                                                                        35
Annual Report of AYP Capital, Inc.
AS  OF  AND  FOR  THE  YEAR  ENDED  DECEMBER  31,  1995


SCHEDULE  XVIII
NOTES  TO  STATEMENT  OF  INCOME


Instructions:    The space below is provided for important notes regarding the
statement of income or any account thereof.    Furnish particulars as to any
significant increase in services rendered or expenses incurred during the 
year. Notes relating to financial statements shown elsewhere in this report 
may be indicated here by reference.



Refer to Schedule XIV on page 19.
<PAGE>

                                                                         36
Annual Report of AYP Capital, Inc.
AS  OF  AND  FOR  THE  YEAR  ENDED  DECEMBER  31,  1995


ORGANIZATIONAL  CHART

AYP Capital, Inc. has no employees - Allegheny Power Service Corporation
provides administrative and engineering services.
<PAGE>


                                                                      37

Annual Report of AYP Capital, Inc.
AS  OF  AND  FOR  THE  YEAR  ENDED  DECEMBER  31,  1995


METHODS  OF  ALLOCATION



AYP Capital, Inc. expenses are not allocated to associate companies.
<PAGE>


                                                                       38
Annual Report of AYP Capital, Inc.
AS  OF  AND  FOR  THE  YEAR  ENDED  DECEMBER  31,  1995




ANNUAL  STATEMENT  OF  COMPENSATION  FOR  USE  OF  CAPITAL  BILLED



AYP Capital, Inc. does not bill associate companies for use of holding company 
capital
<PAGE>


                                                                         39
Annual Report of AYP Capital, Inc.
AS  OF  AND  FOR  THE  YEAR  ENDED  DECEMBER  31,  1995




SIGNATURE  CLAUSE



Pursuant to the requirements of the Public Utility Holding Company Act of

1935 and the rules and regulations of the Securities and Exchange Commission

issued thereunder, the undersigned company has duly caused this report to be

signed on its behalf by the undersigned officer thereunto duly authorized.




AYP Capital, Inc.
(Name of Reporting Company)




By: THOMAS J. KLOC
(Signature of Signing Officer)




Thomas J. Kloc, Controller
(Printed Name and Title of Signing Officer)




April 25, 1996
(Date)


<TABLE> <S> <C>

<ARTICLE> OPUR2
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<EXCHANGE-RATE>                                      1
<BOOK-VALUE>                                  PER-BOOK
<NET-SERVICE-COMPANY-PROPERTY>                  15,796
<TOTAL-INVESTMENTS>                          1,075,979
<TOTAL-CURRENT-ASSETS>                          78,724
<TOTAL-DEFERRED-DEBITS>                        275,573
<OTHER-ASSETS-AND-DEBITS>                            0
<TOTAL-ASSETS-AND-DEBITS>                    1,446,072
<TOTAL-PROPRIETARY-CAPITAL>                  1,266,266
<TOTAL-LONG-TERM-DEBT>                               0
<NOTES-PAYABLE>                                      0
<NOTES-PAYABLE-ASSOCIATE-COMP>                       0
<OTHER-CURR-AND-ACCRUED-LIAB>                  179,806
<TOTAL-DEFERRED-CREDITS>                             0
<DEFERRED-INCOME-TAX>                                0
<TOT-LIABIL-AND-PROPRIET-CAP>                1,446,072
<SERVICES-ASSOCIATE-COMPANIES>                       0
<SERVICES-NON-ASSOCIATE-COMP>                   25,006
<MISC-INCOME-OR-LOSS>                         (10,235)
<TOTAL-INCOME>                                  14,771
<SALARIES-AND-WAGES>                                 0
<EMPLOYEE-PENSION-AND-BENEFIT>                       0
<OTHER-EXPENSES>                               586,808
<TOTAL-EXPENSES>                               586,808
<NET-INCOME>                                 (572,037)
<TOTAL-EXPENSES-DIRECT-COST>                         0
<TOTAL-EXPENSES-INDIRECT-COST>                       0
<TOT-EXP-DIRECT-AND-INDIRECT>                        0
<PERSONNEL-END-OF-YEAR>                              0
        

</TABLE>


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