Mail Stop 0308
                                                June 2, 2005


Jeffrey D. Serkes
Senior Vice President and Chief Financial Officer
Allegheny Energy, Inc.
800 Cabin Hill Drive
Greensburg, Pennsylvania  15606

      Re:	Allegheny Energy, Inc.
      Amendment No. 1 to Registration Statement on Form S-3
      Filed on May 18, 2005
      File No. 333-123697

Dear Mr. Serkes:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Selling Security Holders, page 17
1. We note the last sentence of your first paragraph in this
section.
However, in your selling security holders table, it is unclear
whether you provide columns for the amounts and percentages of
each
class of securities your security holders will own after the
offering`s completion.  See Item 507 of Regulation S-K.  Please
clarify the amounts and percentages of securities your security
holders will own after the completion of the offering, or confirm
that your table discloses this information already.

2. The third paragraph of this section states that selling
security
holders may be added by prospectus supplement.  Please be aware
that
selling security holders must be named before they can sell
pursuant
to the registration statement.  You may substitute new names by
means
of a Rule 424 prospectus if the change is not material, the number
of
securities or dollar amount registered does not change, and the
new
owners` securities can be traced to those covered by the original
registration statement.
3. Please revise to identify the beneficial owners that have
voting
or investment control over the shares being offered by the selling
security holders.  See Interpretation 60 under Section I.
Regulation
S-K in the Division of Corporation Finance`s Manual of Publicly
Available Telephone Interpretations (July 1997) and Interpretation
4S
under Regulation S-K in the March 1999 Interim Supplement to
Division
of Corporation Finance`s Manual of Publicly Available Telephone
Interpretations (March 1999).
4. Please tell us whether any of your selling security holders are
broker-dealers or affiliated with broker-dealers.  If any of your
selling security holders are broker-dealers, please disclose that
they are "underwriters" within the meaning of the Securities Act
of
1933.  Also, you should revise this section, your prospectus cover
page, and your Plan of Distribution section to state which, if
any,
of your selling security holders are broker-dealers, and to state
that they are also underwriters with respect to the shares that
they
are offering for resale.
5. Also, if any of your selling security holders are affiliates of
broker-dealers, please disclose, if true, that:

* the seller purchased the shares in the ordinary course of
business,
and
* at the time of the purchase of the securities to be resold, the
seller had no agreements or understandings, directly or
indirectly,
with any person to distribute the securities.

If these statements are not true for any of your selling security
holders, then the prospectus must state that the selling security
holder is an underwriter.

*	*	*	*	*	*

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.


You may contact John Fieldsend, Staff Attorney, at (202) 551-3343,
David Mittelman, Legal Branch Chief, at (202) 551-3214, or me at
(202) 551-3720 with any other questions.

            Sincerely,



H. Christopher Owings
Assistant Director


cc:	Steven Kaye, Esq.
	Skadden, Arps, Slate, Meagher & Flom LLP
	Via Fax: (212) 735-2000
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