AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 3, 2000
                                                     REGISTRATION NO. 333-_____

================================================================================


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                               ------------------


                                    FORM S-8

                             REGISTRATION STATEMENT
                                    UNDER THE

                             SECURITIES ACT OF 1933

                             ALLEGHENY ENERGY, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                                    MARYLAND

         (State or Other Jurisdiction of Incorporation or Organization)
                                   13-553-1602
                     (I.R.S. Employer Identification Number)

                10435 DOWNSVILLE PIKE, HAGERSTOWN, MD 21740-1766
                    (Address of Principal Executive Offices)

                             ALLEGHENY ENERGY, INC.
                           1999 ANNUAL INCENTIVE PLAN
                            (Full Title of the Plan)

                               Thomas K. Henderson
                10435 Downsville Pike, Hagerstown, MD 21740-1766
                                 (301) 665-2703
            (Name, Address and Telephone Number of Agent for Service)

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
===========================================================================================================================
                                                                                               PROPOSED
                                                                            PROPOSED           MAXIMUM
                                                                            MAXIMUM           AGGREGATE         AMOUNT OF
      TITLE OF EACH CLASS OF                                             OFFERING PRICE     OFFERING PRICE    REGISTRATION
   SECURITIES TO BE REGISTERED           AMOUNT TO BE REGISTERED          PER SHARE(1)           (1)             FEE (1)
   <S>                                          <C>                       <C>                <C>               <C>

---------------------------------------------------------------------------------------------------------------------------
COMMON STOCK OF ALLEGHENY                       1,000,000                 $25.78125          $25,781,250       $6,806.25
ENERGY, INC., PAR VALUE $1.25
PER SHARE
---------------------------------------------------------------------------------------------------------------------------

===========================================================================================================================
</TABLE>

(1)  PURSUANT TO RULE 457(H)(1) OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
     PROPOSED MAXIMUM OFFERING PRICE PER SHARE, THE PROPOSED MAXIMUM AGGREGATE
     OFFERING PRICE AND THE AMOUNT OF THE REGISTRATION FEE HAVE BEEN COMPUTED ON
     THE BASIS OF THE AVERAGE OF THE HIGH AND LOW PER SHARE MARKET PRICE OF THE
     COMMON STOCK ON MARCH 1, 2000, AS REPORTED ON THE NEW YORK STOCK EXCHANGE.


<PAGE>


                                     PART I

-------------------------------------------------------------------------------

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                                EXPLANATORY NOTE

         As permitted by Rule 428 under the  Securities  Act of 1933, as amended
(the  "Securities  Act"),  this  Registration  Statement  omits the  information
specified  in Part I of Form  S-8.  The  documents  containing  the  information
specified in Part I will be delivered to the participants in the plan covered by
this Registration  Statement, as required by Rule 428(b). Such documents are not
being filed with the Securities and Exchange  Commission (the  "Commission")  as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 of the Securities Act.


                                       I-1


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by Allegheny Energy, Inc. (the "Company")
are hereby incorporated by reference in this Registration Statement:

         The Annual Report on Form 10-K, filed by the Company on March 29, 1999,
pursuant to the Securities  Exchange Act of 1934 (the "Exchange  Act") (File No.
1-267).

         The Current Report on Form 8-K, filed by the Company on April 19, 1999,
pursuant to the Exchange Act (File No. 1-267).

         The Current Report on Form 8-K, filed by the Company on March 9, 1999,
pursuant to the Exchange Act (File No. 1-267).

         The  Quarterly  Report on Form  10-Q,  filed by the  Company on May 17,
1999, pursuant to the Exchange Act (File No. 1-267).

         The Current  Report on Form 8-K, filed by the Company on July 20, 1999,
pursuant to the Exchange Act (File No. 1-267).

         The Quarterly  Report on Form 10-Q,  filed by the Company on August 16,
1999, pursuant to the Exchange Act (File No. 1-267).

         The Current  Report on Form 8-K,  filed by the Company on September 10,
1999, pursuant to the Exchange Act (File No. 1-267).

         The Quarterly Report on Form 10-Q, filed by the Company on November 15,
1999, pursuant to the Exchange Act (File No. 1-267).

         The  Current  Report on Form 8-K,  filed by the  Company on December 7,
1999, pursuant to the Exchange Act (File No. 1-267).

         The Current  Report on Form 8-K,  filed by the Company on December  28,
1999, pursuant to the Exchange Act (File No. 1-267).

         The  description  of the Company's  common  stock,  par value $1.25 per
share,  contained in the Company's Registration Statement on Form S-3 filed with
the  Commission  on July 19,  1993,  pursuant  to the  Exchange  Act  (File  No.
33-49791),  including  any  amendments  or  reports  filed for the  purposes  of
updating such description.

         All documents filed by the Company  pursuant to Sections 13(a),  13(c),
14 and 15(d) of the Exchange Act after the date of this  Registration  Statement
and  prior to the  filing of a  post-effective  amendment  to this  Registration
Statement which  indicates that all securities  offered hereby have been sold or
which  deregisters all securities then remaining  unsold,  shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the filing date of such documents.

                                      II-1


<PAGE>


         Any  statement  contained  in a document  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained  herein (or in any other  subsequently  filed  document  which also is
incorporated  or deemed to be  incorporated  by  reference  herein)  modifies or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.   DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

         Thomas K. Henderson  beneficially owns approximately  7,697.7262 shares
of the Company's common stock.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Under  Article  XIII of the Articles of  Incorporation  of the Company,
Article VI of the By-laws of the Company,  and Section 2.418 of the Corporations
and  Associations  Article of the  Annotated  Code of  Maryland,  directors  and
officers are entitled to  indemnification by the Company against liability which
they may incur in their  respective  capacities as directors and officers  under
certain  circumstances.  Directors' and Officers' Liability Insurance is carried
in an amount of $80,000,000 with a $500,000 corporate reimbursement.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.   EXHIBITS

Exhibit
  No.           Description
-------         -----------

4.1             Allegheny Energy, Inc. 1999 Annual Incentive Plan.

23.1            Consent of PricewaterhouseCoopers LLP.

24.0            Power of Attorney (included on signature page of this
                Registration Statement on Form S-8).

ITEM 9.   UNDERTAKINGS

The undersigned registrant hereby undertakes:


                                      II-2


<PAGE>


(1)      To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this Registration Statement:

         (i)     To include any prospectus  required by Section  10(a)(3) of the
                 Securities Act;

         (ii)    To reflect in the  prospectus any facts or events arising after
                 the effective date of this Registration  Statement (or the most
                 recent post-effective amendment thereof) which, individually or
                 in aggregate, represent a fundamental change in the information
                 set forth in this Registration Statement;

         (iii)   To include any material information with respect to the plan of
                 distribution  not  previously  disclosed  in this  Registration
                 Statement or any material  change to such  information  in this
                 Registration Statement;

                 provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) of
                 this  Item 9 do not  apply if the  information  required  to be
                 included in the post-effective amendment by those paragraphs is
                 contained in period  reports  filed by the Company  pursuant to
                 Section  13 or  Section  15(d)  of the  Exchange  Act  that are
                 incorporated by reference in this Registration Statement.

(2)      That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new Registration
Statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

(3)      To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(4)      The  undersigned  Company  hereby  undertakes  that,  for  purposes  of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section  15(d) of the Exchange  Act) that is  incorporated  by reference in this
Registration  Statement  shall  be  deemed  to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(5)      Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that, in the opinion of the Commission,  such indemnification is against
public  policy  as  expressed  in  the   Securities   Act  and  is,   therefore,
unenforceable.  In any  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the Company of expenses incurred or paid
by a director,  officer or  controlling  person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the securities being  registered,  the
Company  will,  unless in the opinion of its counsel the matter has been settled
by  controlling  precedent,  submit to a court of appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed in the Securities  Act and will be governed by the final  adjudication
of such issue.


                                      II-3

<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of New York, State of New York, on March 2, 2000.

                                          ALLEGHENY ENERGY, INC.


                                          By:  /s/ Thomas K. Henderson
                                              -------------------------
                                          Name:  Thomas K. Henderson
                                          Title:    Vice-President


                                      II-4

<PAGE>


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE  PRESENTS THAT EACH  INDIVIDUAL  WHOSE  SIGNATURE
APPEARS BELOW  CONSTITUTES  AND APPOINTS THOMAS K. HENDERSON AND EILEEN M. BECK,
AND EACH OF THEM WITH FULL POWER TO ACT WITHOUT THE OTHERS,  HIS OR HER TRUE AND
LAWFUL  ATTORNEYS-IN-FACT  AND  AGENTS,  WITH  FULL  POWER OF  SUBSTITUTION  AND
RESUBSTITUTION,  FOR HIM OR HER AND IN HIS OR HER NAME,  PLACE AND STEAD, IN ANY
AND ALL  CAPACITIES,  TO SIGN ANY AND ALL AMENDMENTS  (INCLUDING  POST-EFFECTIVE
AMENDMENTS)  TO THIS  REGISTRATION  STATEMENT,  AND TO FILE  THE  SAME  WITH ALL
EXHIBITS THERETO, AND ALL DOCUMENTS IN CONNECTION THEREWITH, WITH THE SECURITIES
AND EXCHANGE COMMISSION,  GRANTING UNTO SAID  ATTORNEYS-IN-FACT  AND AGENTS, AND
EACH OF THEM,  FULL POWER AND AUTHORITY TO DO AND PERFORM EACH AND EVERY ACT AND
THING REQUISITE AND NECESSARY TO BE DONE IN AND ABOUT THE PREMISES,  AS FULLY TO
ALL  INTENTS  AND  PURPOSES  AS HE OR SHE  MIGHT OR COULD DO IN  PERSON,  HEREBY
RATIFYING AND  CONFIRMING ALL THAT SAID  ATTORNEYS-IN-FACT  AND AGENTS OR ANY OF
THEM, OR THEIR OR HIS OR HER SUBSTITUTE OR SUBSTITUTES, MAY LAWFULLY DO OR CAUSE
TO BE DONE BY VIRTUE HEREOF.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration Statement has been signed by the following persons in the indicated
capacities on March 2, 2000.

Name                           Title
----                           -----

/s/ Alan J. Noia
------------------------
Alan J. Noia                   Chairman, President, Chief Executive Officer and
                               Director (Principal Executive Officer)
/s/ Michael P. Morrell
------------------------
Michael P. Morrell             Senior Vice-President and Chief Financial Officer
                               (Principal Financial Officer)
/s/ Thomas J. Kloc
------------------------
Thomas J. Kloc                 Vice-President and Controller
                               (Principal Accounting Officer)
/s/ Eleanor Baum
------------------------
Eleanor Baum                   Member of the Board of Directors

/s/ William L. Bennett
------------------------
William L. Bennett             Member of the Board of Directors

/s/ Wendell F. Holland
------------------------
Wendell F. Holland             Member of the Board of Directors

/s/ Phillip E. Lint
------------------------
Phillip E. Lint                Member of the Board of Directors



                                      II-5


<PAGE>



Name                           Title
----                           -----

/s/ Frank A. Metz, Jr.
------------------------
Frank A. Metz, Jr.             Member of the Board of Directors

/s/ Steven H. Rice
------------------------
Steven H. Rice                 Member of the Board of Directors

/s/ Gunnar E. Sarsten
------------------------
Gunnar E. Sarsten              Member of the Board of Directors



                                      II-6

<PAGE>


                                INDEX TO EXHIBITS

4.1      Allegheny Energy, Inc. 1999 Annual Incentive Plan.

23.2     Consent of PricewaterhouseCoopers LLP.

24.0     Power of Attorney (included on signature page of this Registration
         Statement on Form S-8).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16662}]
{"company-data": {"conformed-name": "ALLEGHENY ENERGY INC", "cik": "0000003673", "assigned-sic": "4911", "irs-number": "135531602", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31610", "film-number": "560506"}, "business-address": {"street1": "10435 DOWNSVILLE PIKE", "city": "HAGERSTOWN", "state": "MD", "zip": "21740-1766", "phone": "3017903400"}, "mail-address": {"street1": "10435 DOWNSVILLE PIKE", "city": "HAGERSTOWN", "state": "MD", "zip": "21740-1766"}, "former-company": [{"former-conformed-name": "ALLEGHENY POWER SYSTEM INC", "date-changed": "19920703"}, {"former-conformed-name": "WEST PENN ELECTRIC CO", "date-changed": "19660908"}]}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 3, 2000
                                                     REGISTRATION NO. 333-_____

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                               ------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                    UNDER THE

                             SECURITIES ACT OF 1933

                             ALLEGHENY ENERGY, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                                    MARYLAND

         (State or Other Jurisdiction of Incorporation or Organization)
                                   13-553-1602
                     (I.R.S. Employer Identification Number)

                10435 DOWNSVILLE PIKE, HAGERSTOWN, MD 21740-1766
                    (Address of Principal Executive Offices)

                             ALLEGHENY ENERGY, INC.
                           1999 ANNUAL INCENTIVE PLAN
                            (Full Title of the Plan)

                               Thomas K. Henderson
                10435 Downsville Pike, Hagerstown, MD 21740-1766
                                 (301) 665-2703
            (Name, Address and Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
===========================================================================================================================
                                                                                               PROPOSED
                                                                            PROPOSED           MAXIMUM
                                                                            MAXIMUM           AGGREGATE         AMOUNT OF
      TITLE OF EACH CLASS OF                                             OFFERING PRICE     OFFERING PRICE    REGISTRATION
   SECURITIES TO BE REGISTERED           AMOUNT TO BE REGISTERED          PER SHARE(1)           (1)             FEE (1)
---------------------------------------------------------------------------------------------------------------------------
COMMON STOCK OF ALLEGHENY                       1,000,000                 $25.78125          $25,781,250       $6,806.25
ENERGY, INC., PAR VALUE $1.25
PER SHARE
---------------------------------------------------------------------------------------------------------------------------

===========================================================================================================================
(1)  PURSUANT TO RULE 457(H)(1) OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
     PROPOSED MAXIMUM OFFERING PRICE PER SHARE, THE PROPOSED MAXIMUM AGGREGATE
     OFFERING PRICE AND THE AMOUNT OF THE REGISTRATION FEE HAVE BEEN COMPUTED ON
     THE BASIS OF THE AVERAGE OF THE HIGH AND LOW PER SHARE MARKET PRICE OF THE
     COMMON STOCK ON MARCH 1, 2000, AS REPORTED ON THE NEW YORK STOCK EXCHANGE.
PART I

-------------------------------------------------------------------------------

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                                EXPLANATORY NOTE

         As permitted by Rule 428 under the  Securities  Act of 1933, as amended
(the  "Securities  Act"),  this  Registration  Statement  omits the  information
specified  in Part I of Form  S-8.  The  documents  containing  the  information
specified in Part I will be delivered to the participants in the plan covered by
this Registration  Statement, as required by Rule 428(b). Such documents are not
being filed with the Securities and Exchange  Commission (the  "Commission")  as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 of the Securities Act.

                                       I-1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by Allegheny Energy, Inc. (the "Company")
are hereby incorporated by reference in this Registration Statement:

         The Annual Report on Form 10-K, filed by the Company on March 29, 1999,
pursuant to the Securities  Exchange Act of 1934 (the "Exchange  Act") (File No.
1-267).

         The Current Report on Form 8-K, filed by the Company on April 19, 1999,
pursuant to the Exchange Act (File No. 1-267).

         The Current Report on Form 8-K, filed by the Company on March 9, 1999,
pursuant to the Exchange Act (File No. 1-267).

         The  Quarterly  Report on Form  10-Q,  filed by the  Company on May 17,
1999, pursuant to the Exchange Act (File No. 1-267).

         The Current  Report on Form 8-K, filed by the Company on July 20, 1999,
pursuant to the Exchange Act (File No. 1-267).

         The Quarterly  Report on Form 10-Q,  filed by the Company on August 16,
1999, pursuant to the Exchange Act (File No. 1-267).

         The Current  Report on Form 8-K,  filed by the Company on September 10,
1999, pursuant to the Exchange Act (File No. 1-267).

         The Quarterly Report on Form 10-Q, filed by the Company on November 15,
1999, pursuant to the Exchange Act (File No. 1-267).

         The  Current  Report on Form 8-K,  filed by the  Company on December 7,
1999, pursuant to the Exchange Act (File No. 1-267).

         The Current  Report on Form 8-K,  filed by the Company on December  28,
1999, pursuant to the Exchange Act (File No. 1-267).

         The  description  of the Company's  common  stock,  par value $1.25 per
share,  contained in the Company's Registration Statement on Form S-3 filed with
the  Commission  on July 19,  1993,  pursuant  to the  Exchange  Act  (File  No.
33-49791),  including  any  amendments  or  reports  filed for the  purposes  of
updating such description.

         All documents filed by the Company  pursuant to Sections 13(a),  13(c),
14 and 15(d) of the Exchange Act after the date of this  Registration  Statement
and  prior to the  filing of a  post-effective  amendment  to this  Registration
Statement which  indicates that all securities  offered hereby have been sold or
which  deregisters all securities then remaining  unsold,  shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the filing date of such documents.

                                      II-1
Any  statement  contained  in a document  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained  herein (or in any other  subsequently  filed  document  which also is
incorporated  or deemed to be  incorporated  by  reference  herein)  modifies or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.   DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

         Thomas K. Henderson  beneficially owns approximately  7,697.7262 shares
of the Company's common stock.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Under  Article  XIII of the Articles of  Incorporation  of the Company,
Article VI of the By-laws of the Company,  and Section 2.418 of the Corporations
and  Associations  Article of the  Annotated  Code of  Maryland,  directors  and
officers are entitled to  indemnification by the Company against liability which
they may incur in their  respective  capacities as directors and officers  under
certain  circumstances.  Directors' and Officers' Liability Insurance is carried
in an amount of $80,000,000 with a $500,000 corporate reimbursement.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.   EXHIBITS

Exhibit
  No.           Description
-------         -----------

4.1             Allegheny Energy, Inc. 1999 Annual Incentive Plan.

23.1            Consent of PricewaterhouseCoopers LLP.

24.0            Power of Attorney (included on signature page of this
                Registration Statement on Form S-8).

ITEM 9.   UNDERTAKINGS

The undersigned registrant hereby undertakes:

                                      II-2
(1)      To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this Registration Statement:

         (i)     To include any prospectus  required by Section  10(a)(3) of the
                 Securities Act;

         (ii)    To reflect in the  prospectus any facts or events arising after
                 the effective date of this Registration  Statement (or the most
                 recent post-effective amendment thereof) which, individually or
                 in aggregate, represent a fundamental change in the information
                 set forth in this Registration Statement;

         (iii)   To include any material information with respect to the plan of
                 distribution  not  previously  disclosed  in this  Registration
                 Statement or any material  change to such  information  in this
                 Registration Statement;

                 provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) of
                 this  Item 9 do not  apply if the  information  required  to be
                 included in the post-effective amendment by those paragraphs is
                 contained in period  reports  filed by the Company  pursuant to
                 Section  13 or  Section  15(d)  of the  Exchange  Act  that are
                 incorporated by reference in this Registration Statement.

(2)      That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new Registration
Statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

(3)      To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(4)      The  undersigned  Company  hereby  undertakes  that,  for  purposes  of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section  15(d) of the Exchange  Act) that is  incorporated  by reference in this
Registration  Statement  shall  be  deemed  to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(5)      Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that, in the opinion of the Commission,  such indemnification is against
public  policy  as  expressed  in  the   Securities   Act  and  is,   therefore,
unenforceable.  In any  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the Company of expenses incurred or paid
by a director,  officer or  controlling  person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the securities being  registered,  the
Company  will,  unless in the opinion of its counsel the matter has been settled
by  controlling  precedent,  submit to a court of appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed in the Securities  Act and will be governed by the final  adjudication
of such issue.

                                      II-3
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of New York, State of New York, on March 2, 2000.

                                          ALLEGHENY ENERGY, INC.

                                          By:  /s/ Thomas K. Henderson
                                              -------------------------
                                          Name:  Thomas K. Henderson
                                          Title:    Vice-President

                                      II-4
POWER OF ATTORNEY

         KNOW ALL MEN BY THESE  PRESENTS THAT EACH  INDIVIDUAL  WHOSE  SIGNATURE
APPEARS BELOW  CONSTITUTES  AND APPOINTS THOMAS K. HENDERSON AND EILEEN M. BECK,
AND EACH OF THEM WITH FULL POWER TO ACT WITHOUT THE OTHERS,  HIS OR HER TRUE AND
LAWFUL  ATTORNEYS-IN-FACT  AND  AGENTS,  WITH  FULL  POWER OF  SUBSTITUTION  AND
RESUBSTITUTION,  FOR HIM OR HER AND IN HIS OR HER NAME,  PLACE AND STEAD, IN ANY
AND ALL  CAPACITIES,  TO SIGN ANY AND ALL AMENDMENTS  (INCLUDING  POST-EFFECTIVE
AMENDMENTS)  TO THIS  REGISTRATION  STATEMENT,  AND TO FILE  THE  SAME  WITH ALL
EXHIBITS THERETO, AND ALL DOCUMENTS IN CONNECTION THEREWITH, WITH THE SECURITIES
AND EXCHANGE COMMISSION,  GRANTING UNTO SAID  ATTORNEYS-IN-FACT  AND AGENTS, AND
EACH OF THEM,  FULL POWER AND AUTHORITY TO DO AND PERFORM EACH AND EVERY ACT AND
THING REQUISITE AND NECESSARY TO BE DONE IN AND ABOUT THE PREMISES,  AS FULLY TO
ALL  INTENTS  AND  PURPOSES  AS HE OR SHE  MIGHT OR COULD DO IN  PERSON,  HEREBY
RATIFYING AND  CONFIRMING ALL THAT SAID  ATTORNEYS-IN-FACT  AND AGENTS OR ANY OF
THEM, OR THEIR OR HIS OR HER SUBSTITUTE OR SUBSTITUTES, MAY LAWFULLY DO OR CAUSE
TO BE DONE BY VIRTUE HEREOF.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration Statement has been signed by the following persons in the indicated
capacities on March 2, 2000.

Name                           Title
----                           -----

/s/ Alan J. Noia
------------------------
Alan J. Noia                   Chairman, President, Chief Executive Officer and
                               Director (Principal Executive Officer)
/s/ Michael P. Morrell
------------------------
Michael P. Morrell             Senior Vice-President and Chief Financial Officer
                               (Principal Financial Officer)
/s/ Thomas J. Kloc
------------------------
Thomas J. Kloc                 Vice-President and Controller
                               (Principal Accounting Officer)
/s/ Eleanor Baum
------------------------
Eleanor Baum                   Member of the Board of Directors

/s/ William L. Bennett
------------------------
William L. Bennett             Member of the Board of Directors

/s/ Wendell F. Holland
------------------------
Wendell F. Holland             Member of the Board of Directors

/s/ Phillip E. Lint
------------------------
Phillip E. Lint                Member of the Board of Directors

                                      II-5
Name                           Title
----                           -----

/s/ Frank A. Metz, Jr.
------------------------
Frank A. Metz, Jr.             Member of the Board of Directors

/s/ Steven H. Rice
------------------------
Steven H. Rice                 Member of the Board of Directors

/s/ Gunnar E. Sarsten
------------------------
Gunnar E. Sarsten              Member of the Board of Directors

                                      II-6
INDEX TO EXHIBITS

4.1      Allegheny Energy, Inc. 1999 Annual Incentive Plan.

23.2     Consent of PricewaterhouseCoopers LLP.

24.0     Power of Attorney (included on signature page of this Registration
         Statement on Form S-8).