<PAGE>


As filed with the Securities and Exchange Commission on October 14, 1998
                                              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.
                  1998 Long-Term 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

  Title of Each       Amount to be     Proposed  Proposed     Amount
     Class of          Registered       Maximum   Maximum        of
 Securities to be                      Offering  Aggregate    Registr
    Registered                         Price Per Offering      ation
                                       Share(1)  Price (1)    Fee (1)

Common Stock of        10,000,000      $30.15625 $301,562,500  $88,961
Allegheny 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
   price of securities of the same class.


<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  23, 1998, 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 2, 1998, pursuant to the Exchange Act (File No. 1-267).

      The Quarterly Report on Form 10-Q, filed by the Company  on
May 13, 1998, pursuant to the Exchange Act (File No. 1-267).

       The Quarterly Report on Form 10-Q, filed by the Company on
August 13, 1998, pursuant to the Exchange Act (File No. 1-267).

      The  Current  Report on Form 8-K, filed by the  Company  on
June 12, 1998, pursuant to the Exchange Act (File No. 1-267).

      The  Current  Report on Form 8-K, filed by the  Company  on
July 27, 1998, pursuant to the Exchange Act (File No. 1-267).

      The  Current  Report on Form 8-K, filed by the   Company on
October 7, 1998, pursuant to the Exchange Act (File No. 1-267).

      The  Current  Report on Form 8-K, filed by the  Company  on
July 30, 1998, pursuant to the Exchange Act (File No. 1-267).

      All  documents  filed  by the Company pursuant  to  Section
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.

      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.

                                  II-1


<PAGE>


Item 5.     Interests of Named Experts and Counsel

         Thomas  K.  Henderson  beneficially  owns  approximately
5,349 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. 1998 Long-Term  Incentive Plan.

5.1             Opinion  of  Thomas  K.  Henderson  as  to  newly
                registered Common Stock.

23.1            Consent  of  Thomas  K. Henderson  (contained  in
                Exhibit 5.1 attached hereto).

23.2            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:

(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-2


<PAGE>


            (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  Securities and Exchange  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 Hagerstown, State of Maryland, on October 8, 1998.

                                  ALLEGHENY ENERGY, INC.


                                  By:  /s/ Alan J. Noia
                                  Name:    Alan J. Noia
                                  Title:   Chairman, President,
                                           Chief  Executive  Officer
                                           and Director

                                   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 October 8, 1998.

     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           Vice-President and Chief Financial
                                     Officer (Principal Financial Officer)

     /s/ Kenneth M. Jones
     Kenneth M. Jones                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>


     /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. 1998 Long-Term  Incentive
                 Plan.

  5.1            Opinion  of   Thomas  K.  Henderson  as  to  newly
                 registered Common Stock.

  23.1           Consent  of  Thomas  K.  Henderson  (contained  in
                 Exhibit 5.1 attached hereto).

  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", "secsgml_size_bytes": 15141}]
{"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": "333-65657", "film-number": "98725406"}, "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 October 14, 1998
                                              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.
                  1998 Long-Term 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

  Title of Each       Amount to be     Proposed  Proposed     Amount
     Class of          Registered       Maximum   Maximum        of
 Securities to be                      Offering  Aggregate    Registr
    Registered                         Price Per Offering      ation
                                       Share(1)  Price (1)    Fee (1)

Common Stock of        10,000,000      $30.15625 $301,562,500  $88,961
Allegheny 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
   price of securities of the same class.
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  23, 1998, 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 2, 1998, pursuant to the Exchange Act (File No. 1-267).

      The Quarterly Report on Form 10-Q, filed by the Company  on
May 13, 1998, pursuant to the Exchange Act (File No. 1-267).

       The Quarterly Report on Form 10-Q, filed by the Company on
August 13, 1998, pursuant to the Exchange Act (File No. 1-267).

      The  Current  Report on Form 8-K, filed by the  Company  on
June 12, 1998, pursuant to the Exchange Act (File No. 1-267).

      The  Current  Report on Form 8-K, filed by the  Company  on
July 27, 1998, pursuant to the Exchange Act (File No. 1-267).

      The  Current  Report on Form 8-K, filed by the   Company on
October 7, 1998, pursuant to the Exchange Act (File No. 1-267).

      The  Current  Report on Form 8-K, filed by the  Company  on
July 30, 1998, pursuant to the Exchange Act (File No. 1-267).

      All  documents  filed  by the Company pursuant  to  Section
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.

      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.

                                  II-1
Item 5.     Interests of Named Experts and Counsel

         Thomas  K.  Henderson  beneficially  owns  approximately
5,349 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. 1998 Long-Term  Incentive Plan.

5.1             Opinion  of  Thomas  K.  Henderson  as  to  newly
                registered Common Stock.

23.1            Consent  of  Thomas  K. Henderson  (contained  in
                Exhibit 5.1 attached hereto).

23.2            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:

(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-2
(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  Securities and Exchange  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 Hagerstown, State of Maryland, on October 8, 1998.

                                  ALLEGHENY ENERGY, INC.

                                  By:  /s/ Alan J. Noia
                                  Name:    Alan J. Noia
                                  Title:   Chairman, President,
                                           Chief  Executive  Officer
                                           and Director

                                   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 October 8, 1998.

     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           Vice-President and Chief Financial
                                     Officer (Principal Financial Officer)

     /s/ Kenneth M. Jones
     Kenneth M. Jones                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
/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. 1998 Long-Term  Incentive
                 Plan.

  5.1            Opinion  of   Thomas  K.  Henderson  as  to  newly
                 registered Common Stock.

  23.1           Consent  of  Thomas  K.  Henderson  (contained  in
                 Exhibit 5.1 attached hereto).

  23.2           Consent of PriceWaterhouseCoopers LLP.

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