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U.S. Securities and Exchange Commission


(Release No. 35-27657)

Filings Under the Public Utility Holding Company Act of 1935, as amended ("Act")

March 6, 2003

Notice is hereby given that the following filing(s) has/have been made with the Commission pursuant to provisions of the Act and rules promulgated under the Act. All interested persons are referred to the application(s) and/or declaration(s) for complete statements of the proposed transaction(s) summarized below. The application(s) and/or declaration(s) and any amendment(s) is/are available for public inspection through the Commission's Branch of Public Reference.

Interested persons wishing to comment or request a hearing on the application(s) and/or declaration(s) should submit their views in writing by March 31, 2003, to the Secretary, Securities and Exchange Commission, Washington, D.C. 20549-0609, and serve a copy on the relevant applicant(s) and/or declarant(s) at the address(es) specified below. Proof of service (by affidavit or, in the case of an attorney at law, by certificate) should be filed with the request. Any request for hearing should identify specifically the issues of facts or law that are disputed. A person who so requests will be notified of any hearing, if ordered, and will receive a copy of any notice or order issued in the matter. After March 31, 2003, the application(s) and/or declaration(s), as filed or as amended, may be granted and/or permitted to become effective.

Allegheny Energy, Inc. (70-8553)

Allegheny Energy, Inc. ("Allegheny"), a registered holding company, 10435 Downsville Pike, Hagerstown, Maryland 21740-1766, has filed a post-effective amendment under sections 6(a) and 7 of the Act and rule 54 under the Act.

By prior orders dated September 14, 1990 (HCAR No. 25150), March 17, 1987 (HCAR No. 24344), June 19, 1984 (HCAR No. 23333), June 23, 1983 (HCAR No. 22985), April 29, 1980 (HCAR No. 21542), and August 5, 1977 (HCAR No. 20131), the Commission authorized Allegheny to issue and sell up to 12 million shares of its common stock through its Employee Stock Ownership and Savings Plan ("ESOSP")1 and Dividend Reinvestment and Stock Purchase Plan ("DRISP").2 By order dated March 22, 1995 (HCAR No. 26255), the Commission also authorized Allegheny to issue up to an additional 6.025 million shares of its common stock: (1) through the ESOSP; (2) through the DRISP; and (3) to members of Allegheny's board of directors that are not (during their terms of service as a director) an employee of Allegheny or any of its subsidiaries ("Outside Director").

Allegheny now requests authority to issue up to an additional 20,500,000 authorized shares of its common stock through December 31, 2008 as follows: up to 20 million shares through the ESOSP, and up to 500,000 shares as compensation for its Outside Directors.3

For the Commission, by the Division of Investment Management, pursuant to delegated authority.

Margaret H. McFarland
Deputy Secretary


1 The ESOSP is designed to enable employees of Allegheny and its participating subsidiaries to provide for their futures through tax deferred pre-tax contributions (which are matched by employer contributions) and post-tax contributions. The savings plan is comprised of two portions: an employee stock ownership plan as described in section 4975(e)(7) of the Internal Revenue Code, which is designed to invest primarily in shares of Allegheny's common stock, and a profit sharing plan.

2 Allegheny's authority increased to 24 million shares as a result of a two-for-one stock split, effective November 4, 1993. See HCAR No. 25911.

3 Allegheny states that part of the annual compensation it offers its Outside Directors consists of $12,000 worth of the company's common stock.



Modified: 08/05/2003