SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549





AMENDMENT NO. 1

TO

FORM U5S

ANNUAL REPORT
For the year ended December 31, 2002




Filed pursuant to the
Public Utility Holding Company Act of 1935 by

ALLEGHENY ENERGY, INC.

10435 Downsville Pike

Hagerstown, Maryland 21740-1766

ALLEGHENY ENERGY, INC. FORM U5S-ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2002
This Amendment No.1 to ALLEGHENY ENERGY, INC. (Allegheny) Form U5S Annual Report for the year ended December 31, 2002, is being filed to update Item 10 to include companies that were inadvertently omitted in Allegheny's Form U5S filed on February 3, 2004.
TABLE OF CONTENTS
Item 10 Financial Statements and Exhibits	3 - 12
Signature	13

L - 1
INDIANA - KENTUCKY ELECTRIC CORPORATION
BALANCE SHEET -- DECEMBER 31, 2002
(000's)
			Assets
Electric plant - at original cost, including $145,041
	construction in progress			565,450
		Less - Accumulated provisions for depreciation		410,690
				154,760
Current assets:
	Cash and cash equivalents			19
	Accounts receivable			123
	Intercompany receivable			4,691
	Fuel in storage, at average cost			25,602
	Materials and supplies, at average cost			7,287
	Prepaid expenses and other			1,196
				38,918
Regulatory assets:
	Unrecognized pension benefits			2,454
	Unrecognized post employment benefits			1,076
	Deferred depreciation			735
	Regulatory assets, other			381
				4,646
Deferred charges and other:
	Future federal income tax benefits			64,389
	Deferred termination charges, post retirement benefits			27,229
	Deferred termination charges, other			997
				92,615
			TOTAL ASSETS	290,939

L - 2
INDIANA - KENTUCKY ELECTRIC CORPORATION
BALANCE SHEET -- DECEMBER 31, 2002
(000's)
			Capitalization and Liabilities
Capitalization:
	Common stock, without par value, stated at $200
		per share -
			Authorized - 100,000 shares
			Outstanding - 17,000 shares	3,400
Current liabilities:
	Accounts payable			18,137
	Deferred revenue advances for construction			11,759
	Accrued taxes			3,639
	Accrued interest and other			4,064
				37,599
Deferred credits and other:
	Accrued pension liability			2,454
	Parent advances for construction			151,804
	Net antitrust settlement			2,595
	Income taxes refundable to customers			64,389
	Post retirement benefits obligation			27,229
	Post employment benefits obligation			1,076
	Regulatory liabilities, other			393
				249,940
			TOTAL CAPITALIZATION AND LIABILITIES	290,939

L - 3
INDIANA - KENTUCKY ELECTRIC CORPORATION
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2002
(000's)
Operating revenues:
	Sale of electric energy to:
		Ohio Valley Electric Company	182,571
		Other	67
		Total operating revenues	182,638
Operating expenses:
	Fuel consumed in operation		100,829
	Other operation		22,863
	Maintenance		22,598
	Depreciation		31,229
	Taxes, other than federal income taxes		5,092
		Total operating expenses	182,611
		Operating income	27
Other income			(25)
		Income before interest charges	2
Interest charges
	Interest expense, net		2
		Total interest charges	2
		Net income	0

L - 4
INDIANA - KENTUCKY ELECTRIC CORPORATION
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 2002
(000's)
Cash From Operations:
	Net Income		0
	Adjustments to reconcile net income to net
		cash provided by (used in) operating activities:
		Depreciation	31,229
	Changes in assets and liabilities:
		Accounts receivable	3
		Fuel in storage	(7,329)
		Materials and supplies	307
		Prepaid expenses and other	(662)
		Accounts payable	(814)
		Accrued taxes	544
		Accrued interest and other	1,094
		Intercompany receivable / payable	(12,839)
		Deferred revenue	7,238
		Other regulatory assets	(372)
		Other regulatory liabilities	183
		Net cash provided by operating activities	18,582
Investing Activities:
	Electric plant additions		(103,705)
		Net cash used in investing activities	(103,705)
Financing Activities
	Advances from parent for construction		85,131
Net increase in cash and cash equivalents			8
Cash and cash equivalents, beginning of year			11
Cash and cash equivalents, end of year			19

Supplemental Disclosures
	Interest paid during the year	0
	Federal income taxes paid during the year	0
For purposes of this statement, the company considers temporary cash investments
to be cash equivalents since they are readily convertible into cash and have
maturities of less than three months.

M - 1
OHIO VALLEY ELECTRIC CORPORATION
BALANCE SHEET -- DECEMBER 31, 2002
(000's)
			Assets
Electric plant - at original cost, including $160,284
	construction in progress			473,335
		Less - Accumulated provisions for depreciation		308,367
				164,968
Investments and other:
	Investment in subsidiary company			3,400
	Advances to subsidiary - construction			151,804
				155,204
Current assets:
	Cash and cash equivalents			11,086
	Accounts receivable			25,136
	Fuel in storage, at average cost			17,343
	Materials and supplies, at average cost			8,813
	Property taxes applicable to future years			1,290
	SO2 emission allowances			1,333
	Prepaid expenses and other			1,953
				66,954
Regulatory assets:
	Income taxes billable to customers			19,101
	Unrecognized pension benefits			2,819
	Unrecognized post employment benefits			872
	Regulatory assets, other			133
				22,925
Deferred charges and other:
	Unamortized debt expense			8,230
	Future federal income tax benefits			9,346
	Deferred termination charges, post retirement benefits			29,897
	Deferred termination charges, other			(219)
	SO2 emission allowances			19
				47,273
			TOTAL ASSETS	457,324

M - 2
OHIO VALLEY ELECTRIC CORPORATION
BALANCE SHEET -- DECEMBER 31, 2002
(000's)
			Capitalization and Liabilities
Capitalization:
	Common stock, $100 par value -
		Authorized - 300,000 shares
		Outstanding - 100,000 shares		10,000
	Senior secured notes			305,000
	Retained earnings			1,887
				316,887
Currents liabilities:
	Line of credit borrowings			10,000
	Current portion - long term debt			27,734
	Accounts payable			19,289
	Intercompany payable			4,691
	Deferred revenue advances for construction			9,028
	Accrued taxes			2,584
	Accrued federal income taxes			10,779
	Accrued interest and other			10,312
				94,417
Deferred credits and other:
	Investment tax credits			10,610
	Accrued pension liability			2,819
	Net antitrust settlement			1,517
	Post retirement benefits obligation			29,897
	Post employment benefits obligation			872
	Regulatory liabilities, other			305
				46,020
			TOTAL CAPITALIZATION AND LIABILITIES	457,324

M - 3
OHIO VALLEY ELECTRIC CORPORATION
STATEMENT OF OPERATIONS AND RETAINED EARNINGS
FOR YEAR ENDED DECEMBER 31, 2002
(000's)
Operating revenues:
	Sale of electric energy to:
		Department of Energy	10,067
		Ohio Valley Electric Company	351,900
		Other	414
		Total operating revenues	362,381
Operating expenses:
	Fuel consumed in operation		81,082
	Purchased power		192,641
	Other operation		29,389
	Maintenance		21,721
	Depreciation		9,263
	Taxes, other than federal income taxes		2,683
	Federal income taxes		818
		Total operating expenses	337,597
		Operating income	24,784
Other income			1,488
		Income before interest charges	26,272
Interest charges
	Amortization of debt expense		2,735
	Interest expense, net		21,470
		Total interest charges	24,205
		Net Income	2,067
Retained earnings, beginning of year			1,920
Cash dividends on common stock			2,100
Retained earnings, end of year			1,887

M - 4
OHIO VALLEY ELECTRIC CORPORATION
STATEMENT OF CASH FLOWS
FOR YEAR ENDED DECEMBER 31, 2002
(000's)
Cash From Operations:
	Net Income		2,067
	Adjustments to reconcile net income to net
		cash provided by (used in) operating activities:
		Depreciation	9,263
		Amortization of debt expense	2,735
		Deferred taxes	(18,584)
	Changes in assets and liabilities:
		Accounts receivable	(7,645)
		Fuel in storage	(9,074)
		Materials and supplies	660
		Property taxes applicable to subsequent years	42
		SO2 emission allowances	922
		Prepaid expenses and other	(1,535)
		Accounts payable	(1,237)
		Accrued taxes	7,095
		Accrued interest and other	7,260
		Deferred termination charges	2,002
		Deferred revenue	8,460
		Other regulatory assets	371
		Other regulatory liabilities	142
		Intercompany receivable / payable	12,839
		Net cash provided by operating activities	15,783
Investing Activities:
	Electric plant additions		(127,613)
	Sale of investments		194,735
	Advances to subsidiary for construction		(85,131)
		Net cash used in investing activities	(18,009)
Financing Activities:
	Senior secured notes repayments		(8,369)
	Unamortized debt expense		(13)
	Lines of credit borrowings		10,000
	Dividends on common stock		(2,100)
		Net cash used in financing activities	(482)
Net decrease in cash and cash equivalents			(2,708)
Cash and cash equivalents, beginning of year			13,794
Cash and cash equivalents, end of year			11,086
Supplemental Disclosures
		Interest paid during the year	13,716
		Federal income taxes paid during the year	12,875
For purposes of this statement, the company considers temporary cash investments
to be cash equivalents since they are readily convertible into cash and have
maturities of less than three months.

ALLEGHENY ENERGY, INC. FORM U5S-ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2002
SIGNATURE
The undersigned system company has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized pursuant to the requirements of the Public Utility Holding Company Act of 1935.
	ALLEGHENY ENERGY, INC. By /s/ JEFFREY D. SERKES       Jeffrey D. Serkes       Senior Vice President      and Chief Financial Officer      Allegheny Energy, Inc.
Dated:     February 6, 2004