<PAGE>
          =================================================================

                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549
                                ----------------------


                                       FORM S-8

                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933
                              -------------------------

                                      DQE, INC.
                (Exact name of registrant as specified in its charter)

                         PENNSYLVANIA                  25-1598483
               (State or other jurisdiction of    (I.R.S. Employer
               incorporation or organization)      Indentification No.)


               CHERRINGTON CORPORATE CENTER
               SUITE 100
               500 CHERRINGTON PARKWAY
               CORAOPOLIS, PENNSYLVANIA                     15108-3184
               (Address of principal executive offices)     (Zip Code)


                           PERFORMANCE INCENTIVE PROGRAM FOR
                              DQE, INC. AND SUBSIDIARIES
                               (Full title of the plan)

                                   DIANE S. EISMONT
                                 CORPORATE SECRETARY
                                      DQE, INC.
                            CHERRINGTON CORPORATE CENTER 
                                      SUITE 100
                               500 CHERRINGTON PARKWAY
                         CORAOPOLIS, PENNSYLVANIA  15108-3184
                       (Name and address of agent for service)

                                    (412) 393-6080
            (Telephone number, including area code, of agent for service)
                                 --------------------
<PAGE>
                           CALCULATION OF REGISTRATION FEE


                                       PROPOSED   PROPOSED
             TITLE OF                  MAXIMUM     MAXIMUM
            SECURITIES    AMOUNT TO    OFFERING   AGGREGATE    AMOUNT OF
               TO BE          BE        PRICE     OFFERING    REGISTRATION
            REGISTERED    REGISTERED     PER        PRICE         FEE
                                        SHARE






           Common Stock    100,000     $27.625   $2,762,500     $952.59
             (no par)        shs.       <F1>       <F1>


          [FN]
          <F1>

               Inserted solely for the purpose of calculating the
          registration fee pursuant to Rule 457(h).  The fee is calculated
          upon the basis of the average of the high and low prices of the
          Registrant's Common Stock on July 26, 1996 as reported in the
          NYSE-Composite Transactions listing in the Wall Street Journal on
          July 29, 1996.
          [/FN]
          =================================================================








<PAGE>
                                   EXPLANATORY NOTE

               DQE, Inc.'s earlier Registration Statement on Form S-8 (File
          No. 33-87974), filed with the Securities and Exchange Commission
          on December 29, 1994, and pertaining to the Duquesne Light
          Company Performance Incentive Program (now known as the
          Performance Incentive Program for DQE, Inc. and Subsidiaries) is
          incorporated herein by reference.  This incorporation is made
          pursuant to General Instruction E of Form S-8 regarding the
          registration of additional securities of the same class as other
          securities for which there has been filed a Registration
          Statement on Form S-8 relating to the same employee benefit plan.




































<PAGE>
                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

               The legality of the Common Stock to which this Registration
          Statement relates has been passed upon for the Company by Linda
          S. Ackerman, Esquire, Assistant General Counsel of the Company. 
          Ms. Ackerman is paid a salary by the Company.

          ITEM 8.  EXHIBITS.

               The following exhibits are filed herewith or incorporated by
          reference as part of this Registration Statement:

          EXHIBIT NO.    DESCRIPTION

            4.1            Articles of Incorporation of DQE,
                           Inc., as amended to date
                           (incorporated by reference to
                           Exhibits 3.1, 3.2, 3.3, 3.4 and 3.5
                           to DQE's Annual Report on Form 10-K
                           for the fiscal year ended December
                           31, 1995.

            4.2            By-Laws of DQE, Inc., as amended to
                           date (incorporated by reference to
                           Exhibit 3.6 to DQE's Annual Report on
                           Form 10-K for the fiscal year ended
                           December 31, 1995.

            4.3            Performance Incentive Program for
                           DQE, Inc. and Subsidiaries.

            5.1            Opinion of Linda S. Ackerman, Esquire
                           as to the legality of the securities
                           being registered.

            23.1           Consent of Deloitte & Touche LLP,
                           independent auditors.

            23.2           Consent of Linda S. Ackerman, Esquire
                           to the use of her opinion as an
                           exhibit to this Registration
                           Statement is included in her opinion
                           filed as Exhibit 5.1.






                                         II-1
<PAGE>
                                      SIGNATURES


                  Pursuant to the requirements of the Securities Act of
          1933, the registrant 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 Pittsburgh, Commonwealth of Pennsylvania, on July 30,
          1996.

                                   DQE, INC.


                                   By: /s/Wesley W. von Schack              
                                      --------------------------------
                                      Wesley W. von Schack
                                      Chairman of the Board, President and 
                                      Chief Executive Officer


                  KNOW ALL MEN BY THESE PRESENTS that each person whose
          signature appears below constitutes and appoints Gary L. Schwass
          and Diane S. Eismont and each of them, his true and lawful
          attorneys-in-fact and agents, with full power of substitution and
          revocation, for him and in his 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 other 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, as fully
          to all intents and purposes as he might or could do in person,
          hereby ratifying and confirming all that said attorneys-in-fact
          and agents, or any of them, or their 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 capacities and on the date indicated.

                  









                                         II-2

<PAGE>
               SIGNATURE               TITLE                   DATE
               ---------               -----                   ----

          /s/Wesley W. von Schack      Chairman of          July 30, 1996
          -----------------------      the Board, 
             Wesley W. von Schack      President,
                                       Chief Executive 
                                       Officer and 
                                       Director
                                       (Principal 
                                       Executive 
                                       Officer)


          /s/Gary L. Schwass           Executive Vice       July 30, 1996
          ------------------------     President and 
             Gary L. Schwass           Treasurer
                                       (Principal 
                                       Financial 
                                       Officer)



          /s/Morgan K. O'Brien         Controller          July 30, 1996
          ------------------------
             Morgan K. O'Brien


          /s/David D. Marshall         Executive Vice       July 30, 1996
          ------------------------     President
             David D. Marshall         and Director


          /s/Daniel Berg               Director             July 30, 1996
          ------------------------
             Daniel Berg

















                                         II-3
<PAGE>
               SIGNATURE               TITLE                   DATE
               ---------               -----                   ----

          /s/Doreen E. Boyce           Director             July 30, 1996
          ------------------------
             Doreen E. Boyce   


          /s/Robert P. Bozzone         Director             July 30, 1996
          ------------------------
             Robert P. Bozzone


          /s/Sigo Falk                 Director             July 30, 1996
          -----------------------
             Sigo Falk


          /s/William H. Knoell         Director             July 30, 1996
          -----------------------
             William H. Knoell


          /s/Robert Mehrabian          Director             July 30, 1996
          -----------------------
             Robert Mehrabian


          /s/Thomas J. Murrin          Director             July 30, 1996
          -----------------------
             Thomas J. Murrin


          /s/Eric W. Springer          Director             July 30, 1996
          -----------------------
             Eric W. Springer

















                                         II-4
<PAGE>
                                    EXHIBIT INDEX

                                                                SEQUENTIAL 
          EXHIBIT NO.         DESCRIPTION                       PAGE NO.
          -----------         -----------                       ----------

          4.1                 Articles of Incorporation of DQE,
                              Inc., as amended to date
                              (incorporated by reference to
                              Exhibits 3.1, 3.2, 3.3, 3.4 and
                              3.5 to DQE's Annual Report on
                              Form 10-K for the fiscal year
                              ended December 31, 1995.

          4.2                 By-Laws of DQE, Inc., as amended
                              to date, (incorporated by
                              reference to Exhibit 3.6 to DQE's
                              Annual Report on Form 10-K for
                              the fiscal year ended December
                              31, 1995).

          4.3                 Performance Incentive Program for
                              DQE, Inc. and Subsidiaries.

          5.1                 Opinion of Linda S. Ackerman,
                              Esquire as to the legality of the
                              securities being registered.

          23.1                Consent of Deloitte & Touche LLP,
                              independent auditors.

          23.2                Consent of Linda S. Ackerman,
                              Esquire to the use of her opinion
                              as an exhibit to this
                              Registration Statement is
                              included in her opinion filed as
                              Exhibit 5.1.
















                                   II-5
<PAGE>
                                                                EXHIBIT 4.3


                          PERFORMANCE INCENTIVE PROGRAM FOR
                              DQE, INC. AND SUBSIDIARIES

                                Formerly Known as the
                 Duquesne Light Company Performance Incentive Program


          Article I.  Purpose and Effective Date

                    The purpose of this Program is to provide a general
          framework and a flexible vehicle for the award of cash and/or
          equity-based grants to Participants in order to assist the
          Company and Subsidiaries in attracting, retaining and motivating
          key employees of high ability and experience and serve such other
          objectives in furtherance of the businesses of the Company and
          Subsidiaries as the Chief Executive Officer shall determine to be
          necessary or appropriate.  The effective date of the Program is
          January 1, 1995 and the Program is intended to operate until
          terminated in accordance with Article VI.


          Article II.  Definitions

                    2.1  Award shall mean any grant to a Participant
          pursuant to a Compensation Arrangement.

                    2.2  Award Agreement shall mean a written agreement
          between the Company and a Participant or a written acknowledgment
          from the Company specifically setting forth the terms and
          conditions of an Award granted to a Participant under a
          Compensation Arrangement.

                    2.3  Chief Executive Officer shall mean the Chief
          Executive Officer of the Company.

                    2.4  Common Stock shall mean the Common Stock (no par
          value) of DQE.

                    2.5  Company shall mean DQE, Inc.

                    2.6  Compensation Arrangement shall mean an arrangement
          established by the Chief Executive Officer under Article V
          pursuant to which one or more Participants receives or is
          eligible to receive an Award.

                    2.7  Participant shall mean an employee of the Company
          or any Subsidiary who receives an Award under a Compensation
          Arrangement.




<PAGE>
                    2.8  Program shall mean the Performance Incentive
          Program for DQE, Inc. and Subsidiaries, as the same may be
          amended from time to time.

                    2.9  Subsidiary shall mean any direct or indirect
          subsidiary of the Company.


          Article III.  Administration

                    This Program shall be administered by the Chief
          Executive Officer, who shall have the full power and authority
          and sole and absolute discretion to construe and interpret the
          Program, establish and amend Compensation Arrangements hereunder
          as described in Article V and take such other actions as he or
          she deems necessary or appropriate to further the purposes of the
          Program.  The Chief Executive Officer may delegate all or any
          portion of his or her administrative responsibilities under the
          Program to one or more other officers or employees of the Company
          or Subsidiaries.  All decisions, actions or interpretations of
          the Chief Executive Officer or his or her designees shall be
          final, binding and conclusive upon all persons.  This Program
          shall not be construed as a legal contract or legally enforceable
          obligation of the Company or Subsidiaries, and no Participant or
          any other party shall have any legally enforceable rights
          hereunder or any right to dispute, appeal or have a hearing with
          respect to any determination of the Chief Executive Officer or
          his or her designees.  The Chief Executive Officer and his or her
          designees shall not be liable for any action taken or
          determination made in good faith in the administration of this
          Program.  The Chief Executive Officer and his or her designees
          shall be fully indemnified for, and held harmless against, any
          liability arising out of the administration of the Program.


          Article IV.  Shares

                    4.1  Number of Shares Issuable.  The maximum number of
          shares of Common Stock available for Awards under the Program and
          the Compensation Arrangements established hereunder shall be
          250,000 shares of Common Stock.  The shares of Common Stock to be
          offered under the Program and the Compensation Arrangements
          established hereunder shall be authorized and unissued shares of
          Common Stock, issued shares of Common Stock which shall have been
          reacquired by the Company and held in its treasury or shares held
          by a Subsidiary.

                    4.2  Shares Subject to Terminated Awards.  The Common
          Stock subject to any Awards which are forfeited or surrendered by
          the Participant without receiving any payment or other benefit
          with respect thereto may again be subject to new Awards under the
          Program and the Compensation Arrangements established hereunder.

                                          2

<PAGE>
          Article V.  Establishment of Compensation Arrangements

                    5.1  Chief Executive Officer Authority.  The Chief
          Executive Officer shall have the sole and complete authority and
          discretion to (a) establish Compensation Arrangements pursuant to
          this Program, (b) determine the employees of the Company or
          Subsidiaries or classes of employees that are to receive or be
          eligible to receive Awards under each such Compensation
          Arrangement, (c) set the terms of and conditions applicable to
          each such Compensation Arrangement and the Awards granted
          thereunder, and (d) take all such other actions and make such
          other determinations consistent with this Program as may be
          necessary or appropriate to design, implement and administer such
          Compensation Arrangements.  All such Compensation Arrangements
          shall be in writing and shall specify that they are intended to
          be established pursuant to this Program.  If so stated in the
          Award Agreement, a single Award Agreement may constitute a
          separate Compensation Arrangement hereunder.

                    5.2  Terms of Awards.  In addition to the terms and
          conditions specified in the Award Agreement, Awards made pursuant
          to a Compensation Arrangement shall be subject to the following:

                         (a)  All Awards shall be confirmed by an Award
               Agreement.

                         (b)  Awards may be valued in whole or in part by
               reference to, or otherwise be based on, Common Stock.

                         (c)  Any Common Stock subject to Awards may not be
               sold, assigned, transferred, pledged or otherwise encumbered
               prior to the date on which the Common Stock is issued, or,
               if later, the date on which any applicable restriction,
               performance or deferral period lapses; and

                         (d)  The Award Agreement with respect to any Award
               shall contain provisions dealing with the disposition of
               such Award in the event of a termination of employment prior
               to the exercise, realization or payment of such Award,
               whether such termination occurs because of retirement,
               disability, death or other reason, with such provisions to
               take account of the specific nature and purpose of the
               Award.


          Article VI.    Amendment and Termination

                    The Chief Executive Officer shall have the sole and
          complete power, authority and discretion to amend or terminate
          this Program, any Compensation Arrangement and any Award


                                          3

<PAGE>
          thereunder at any time as from time to time as he or she deems
          necessary or appropriate.


          Article VII.  Miscellaneous

                    7.1  Taxes.  Each Compensation Arrangement shall
          contain appropriate provisions for the withholding of all
          withholding or other taxes required by law to be withheld or paid
          by the Company or any Subsidiary with respect to any and all
          Awards.

                    7.2  No Right to Award; No Right to Employment.  No
          employee or other person shall have any claim of right to be
          permitted to participate or be granted an Award under a
          Compensation Arrangement established hereunder.  Neither the
          Program nor any Compensation Arrangement nor any taken hereunder
          shall be construed as giving any employee any right to be
          retained in the employ of the Company or any Subsidiary.

                    7.3  Governing Law.  The Program and the Compensation
          Arrangements and all determinations made and actions taken
          pursuant to the Program and the Compensation Arrangements shall
          be governed by the laws of the Commonwealth of Pennsylvania other
          than the conflict of laws provisions of such laws, and shall be
          construed in accordance therewith.

                    7.4  No Strict Construction.  No rule of strict
          construction shall be implied against the Company, Subsidiaries,
          the Chief Executive Officer, the Administrator of any
          Compensation Arrangement or any other person in the
          interpretation of any of the terms of the Program, any Award
          granted under the Program or any rule or procedure established by
          the Chief Executive Officer or any such Administrator.

                    7.5  Captions.  The captions (i.e., all Section and
          subsection headings) used in the Program are for convenience
          only, do not constitute a part of the Program, and shall not be
          deemed to limit, characterize or affect in any way any provisions
          of the Program, and all provisions of the Program shall be
          construed as if no captions had been used in the Program.

                    7.6  Severability.  Whenever possible, each provision
          in the Program shall be interpreted in such manner as to be
          effective and valid under applicable law, but if any provision of
          the Program shall be held to be prohibited by or invalid under
          applicable law, then (a) such provision shall be deemed amended
          to accomplish the objectives of the provision as originally
          written to the fullest extent permitted by law and (b) all other
          provisions of the Program at shall remain in full force and
          effect.


                                          4

<PAGE>
                    7.7   Non-Uniform Determinations.  Since it is the
          intent of this Program to reward extraordinary performance by the
          Participants, any determinations made by the Chief Executive
          Officer or his or her designee under this Program (including
          without limitation determinations of the persons eligible to
          receive Awards, the amount of such Awards, and the terms and
          provisions of such Awards) need not be uniform and may be made
          selectively among persons who receive, or are eligible to
          receive, Awards under this Program, whether or not such persons
          are similarly situated.

                                      Execution

                    WITNESS the due execution hereof this 30th day of July,
          1996.

                                        DQE, Inc.


                                        By: _______________________________ 
                                    
                                             Chief Executive Officer































                                          5
<PAGE>
                                                                Exhibit 5.1



                                    July 31, 1996

          Securities and Exchange Commission
          450 Fifth Street, N.W.
          Judiciary Plaza
          Washington, DC  20549

          Ladies and Gentlemen:

                    I am the Assistant General Counsel of DQE, Inc., a
          Pennsylvania corporation ("DQE"), and in such capacity I have
          acted as counsel to DQE in connection with the Registration
          Statement on Form S-8 (the "Registration Statement") which is
          being filed with the Securities and Exchange Commission pursuant
          to the Securities Act of 1933, as amended, covering 100,000
          shares (the "Shares") of DQE's Common Stock, no par value, which
          may be issued pursuant to the Performance Incentive Program for
          DQE, Inc. and Subsidiaries, formerly known as the Duquesne Light
          Company Performance Incentive Program (the "Program").

                    In such capacity I have reviewed the Registration
          Statement and the Program, the corporate documents of Duquesne
          Light Company with respect to the establishment of the Program,
          the corporate proceedings of DQE with respect to the
          authorization and approval of, and certain amendments to, the
          Program and the proposed issuance of the Shares and such other
          documents and records as I have deemed necessary as a basis for
          my opinion set forth below.

                    Based on the foregoing, I am of the opinion that the
          Shares, when issued pursuant to the Program, will be validly
          issued, fully paid and nonassessable.

                    I hereby consent to the filing of this opinion as
          Exhibit 5.1 to the Registration Statement.

                                        Very truly yours,



                                        Linda S. Ackerman









<PAGE>
                                                               Exhibit 23.1


                            INDEPENDENT AUDITORS' CONSENT


          We consent to the incorporation by reference in this Registration
          Statement of DQE, Inc. on Form S-8 of our reports dated January
          30, 1996, appearing in and incorporated by reference in the
          Annual Report on Form 10-K of DQE, Inc. for the year ended
          December 31, 1995 and to the reference to us under Item 3 in the
          Prospectus which is part of DQE, Inc.'s Registration Statement on
          Form S-8 (File No. 33-87974), which is incorporated by reference
          in this Registration Statement.


          DELOITTE & TOUCHE LLP
          Pittsburgh, Pennsylvania
          July 30, 1996
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 27888}]
{"company-data": {"conformed-name": "DQE INC", "cik": "0000846930", "assigned-sic": "4911", "irs-number": "251598483", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09263", "film-number": "96601771"}, "business-address": {"street1": "P O BOX 68", "city": "PITTSBURGH", "state": "PA", "zip": "15230-0068", "phone": "4123936174"}, "mail-address": {"street1": "411 SEVENTH AVE (9-418)", "street2": "P O BOX 1930", "city": "PITTSBURGH", "state": "PA", "zip": "152301930"}}
=================================================================

                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549
                                ----------------------

                                       FORM S-8

                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933
                              -------------------------

                                      DQE, INC.
                (Exact name of registrant as specified in its charter)

                         PENNSYLVANIA                  25-1598483
               (State or other jurisdiction of    (I.R.S. Employer
               incorporation or organization)      Indentification No.)

               CHERRINGTON CORPORATE CENTER
               SUITE 100
               500 CHERRINGTON PARKWAY
               CORAOPOLIS, PENNSYLVANIA                     15108-3184
               (Address of principal executive offices)     (Zip Code)

                           PERFORMANCE INCENTIVE PROGRAM FOR
                              DQE, INC. AND SUBSIDIARIES
                               (Full title of the plan)

                                   DIANE S. EISMONT
                                 CORPORATE SECRETARY
                                      DQE, INC.
                            CHERRINGTON CORPORATE CENTER 
                                      SUITE 100
                               500 CHERRINGTON PARKWAY
                         CORAOPOLIS, PENNSYLVANIA  15108-3184
                       (Name and address of agent for service)

                                    (412) 393-6080
            (Telephone number, including area code, of agent for service)
                                 --------------------
CALCULATION OF REGISTRATION FEE

                                       PROPOSED   PROPOSED
             TITLE OF                  MAXIMUM     MAXIMUM
            SECURITIES    AMOUNT TO    OFFERING   AGGREGATE    AMOUNT OF
               TO BE          BE        PRICE     OFFERING    REGISTRATION
            REGISTERED    REGISTERED     PER        PRICE         FEE
                                        SHARE

           Common Stock    100,000     $27.625   $2,762,500     $952.59
             (no par)        shs.
[FN]
Inserted solely for the purpose of calculating the
          registration fee pursuant to Rule 457(h).  The fee is calculated
          upon the basis of the average of the high and low prices of the
          Registrant's Common Stock on July 26, 1996 as reported in the
          NYSE-Composite Transactions listing in the Wall Street Journal on
          July 29, 1996.
          [/FN]
          =================================================================
EXPLANATORY NOTE

               DQE, Inc.'s earlier Registration Statement on Form S-8 (File
          No. 33-87974), filed with the Securities and Exchange Commission
          on December 29, 1994, and pertaining to the Duquesne Light
          Company Performance Incentive Program (now known as the
          Performance Incentive Program for DQE, Inc. and Subsidiaries) is
          incorporated herein by reference.  This incorporation is made
          pursuant to General Instruction E of Form S-8 regarding the
          registration of additional securities of the same class as other
          securities for which there has been filed a Registration
          Statement on Form S-8 relating to the same employee benefit plan.
PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

               The legality of the Common Stock to which this Registration
          Statement relates has been passed upon for the Company by Linda
          S. Ackerman, Esquire, Assistant General Counsel of the Company. 
          Ms. Ackerman is paid a salary by the Company.

          ITEM 8.  EXHIBITS.

               The following exhibits are filed herewith or incorporated by
          reference as part of this Registration Statement:

          EXHIBIT NO.    DESCRIPTION

            4.1            Articles of Incorporation of DQE,
                           Inc., as amended to date
                           (incorporated by reference to
                           Exhibits 3.1, 3.2, 3.3, 3.4 and 3.5
                           to DQE's Annual Report on Form 10-K
                           for the fiscal year ended December
                           31, 1995.

            4.2            By-Laws of DQE, Inc., as amended to
                           date (incorporated by reference to
                           Exhibit 3.6 to DQE's Annual Report on
                           Form 10-K for the fiscal year ended
                           December 31, 1995.

            4.3            Performance Incentive Program for
                           DQE, Inc. and Subsidiaries.

            5.1            Opinion of Linda S. Ackerman, Esquire
                           as to the legality of the securities
                           being registered.

            23.1           Consent of Deloitte & Touche LLP,
                           independent auditors.

            23.2           Consent of Linda S. Ackerman, Esquire
                           to the use of her opinion as an
                           exhibit to this Registration
                           Statement is included in her opinion
                           filed as Exhibit 5.1.

                                         II-1
SIGNATURES

                  Pursuant to the requirements of the Securities Act of
          1933, the registrant 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 Pittsburgh, Commonwealth of Pennsylvania, on July 30,
          1996.

                                   DQE, INC.

                                   By: /s/Wesley W. von Schack              
                                      --------------------------------
                                      Wesley W. von Schack
                                      Chairman of the Board, President and 
                                      Chief Executive Officer

                  KNOW ALL MEN BY THESE PRESENTS that each person whose
          signature appears below constitutes and appoints Gary L. Schwass
          and Diane S. Eismont and each of them, his true and lawful
          attorneys-in-fact and agents, with full power of substitution and
          revocation, for him and in his 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 other 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, as fully
          to all intents and purposes as he might or could do in person,
          hereby ratifying and confirming all that said attorneys-in-fact
          and agents, or any of them, or their 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 capacities and on the date indicated.

                  

                                         II-2
SIGNATURE               TITLE                   DATE
               ---------               -----                   ----

          /s/Wesley W. von Schack      Chairman of          July 30, 1996
          -----------------------      the Board, 
             Wesley W. von Schack      President,
                                       Chief Executive 
                                       Officer and 
                                       Director
                                       (Principal 
                                       Executive 
                                       Officer)

          /s/Gary L. Schwass           Executive Vice       July 30, 1996
          ------------------------     President and 
             Gary L. Schwass           Treasurer
                                       (Principal 
                                       Financial 
                                       Officer)

          /s/Morgan K. O'Brien         Controller          July 30, 1996
          ------------------------
             Morgan K. O'Brien

          /s/David D. Marshall         Executive Vice       July 30, 1996
          ------------------------     President
             David D. Marshall         and Director

          /s/Daniel Berg               Director             July 30, 1996
          ------------------------
             Daniel Berg

                                         II-3
SIGNATURE               TITLE                   DATE
               ---------               -----                   ----

          /s/Doreen E. Boyce           Director             July 30, 1996
          ------------------------
             Doreen E. Boyce   

          /s/Robert P. Bozzone         Director             July 30, 1996
          ------------------------
             Robert P. Bozzone

          /s/Sigo Falk                 Director             July 30, 1996
          -----------------------
             Sigo Falk

          /s/William H. Knoell         Director             July 30, 1996
          -----------------------
             William H. Knoell

          /s/Robert Mehrabian          Director             July 30, 1996
          -----------------------
             Robert Mehrabian

          /s/Thomas J. Murrin          Director             July 30, 1996
          -----------------------
             Thomas J. Murrin

          /s/Eric W. Springer          Director             July 30, 1996
          -----------------------
             Eric W. Springer

                                         II-4
EXHIBIT INDEX

                                                                SEQUENTIAL 
          EXHIBIT NO.         DESCRIPTION                       PAGE NO.
          -----------         -----------                       ----------

          4.1                 Articles of Incorporation of DQE,
                              Inc., as amended to date
                              (incorporated by reference to
                              Exhibits 3.1, 3.2, 3.3, 3.4 and
                              3.5 to DQE's Annual Report on
                              Form 10-K for the fiscal year
                              ended December 31, 1995.

          4.2                 By-Laws of DQE, Inc., as amended
                              to date, (incorporated by
                              reference to Exhibit 3.6 to DQE's
                              Annual Report on Form 10-K for
                              the fiscal year ended December
                              31, 1995).

          4.3                 Performance Incentive Program for
                              DQE, Inc. and Subsidiaries.

          5.1                 Opinion of Linda S. Ackerman,
                              Esquire as to the legality of the
                              securities being registered.

          23.1                Consent of Deloitte & Touche LLP,
                              independent auditors.

          23.2                Consent of Linda S. Ackerman,
                              Esquire to the use of her opinion
                              as an exhibit to this
                              Registration Statement is
                              included in her opinion filed as
                              Exhibit 5.1.

                                   II-5
EXHIBIT 4.3

                          PERFORMANCE INCENTIVE PROGRAM FOR
                              DQE, INC. AND SUBSIDIARIES

                                Formerly Known as the
                 Duquesne Light Company Performance Incentive Program

          Article I.  Purpose and Effective Date

                    The purpose of this Program is to provide a general
          framework and a flexible vehicle for the award of cash and/or
          equity-based grants to Participants in order to assist the
          Company and Subsidiaries in attracting, retaining and motivating
          key employees of high ability and experience and serve such other
          objectives in furtherance of the businesses of the Company and
          Subsidiaries as the Chief Executive Officer shall determine to be
          necessary or appropriate.  The effective date of the Program is
          January 1, 1995 and the Program is intended to operate until
          terminated in accordance with Article VI.

          Article II.  Definitions

                    2.1  Award shall mean any grant to a Participant
          pursuant to a Compensation Arrangement.

                    2.2  Award Agreement shall mean a written agreement
          between the Company and a Participant or a written acknowledgment
          from the Company specifically setting forth the terms and
          conditions of an Award granted to a Participant under a
          Compensation Arrangement.

                    2.3  Chief Executive Officer shall mean the Chief
          Executive Officer of the Company.

                    2.4  Common Stock shall mean the Common Stock (no par
          value) of DQE.

                    2.5  Company shall mean DQE, Inc.

                    2.6  Compensation Arrangement shall mean an arrangement
          established by the Chief Executive Officer under Article V
          pursuant to which one or more Participants receives or is
          eligible to receive an Award.

                    2.7  Participant shall mean an employee of the Company
          or any Subsidiary who receives an Award under a Compensation
          Arrangement.
2.8  Program shall mean the Performance Incentive
          Program for DQE, Inc. and Subsidiaries, as the same may be
          amended from time to time.

                    2.9  Subsidiary shall mean any direct or indirect
          subsidiary of the Company.

          Article III.  Administration

                    This Program shall be administered by the Chief
          Executive Officer, who shall have the full power and authority
          and sole and absolute discretion to construe and interpret the
          Program, establish and amend Compensation Arrangements hereunder
          as described in Article V and take such other actions as he or
          she deems necessary or appropriate to further the purposes of the
          Program.  The Chief Executive Officer may delegate all or any
          portion of his or her administrative responsibilities under the
          Program to one or more other officers or employees of the Company
          or Subsidiaries.  All decisions, actions or interpretations of
          the Chief Executive Officer or his or her designees shall be
          final, binding and conclusive upon all persons.  This Program
          shall not be construed as a legal contract or legally enforceable
          obligation of the Company or Subsidiaries, and no Participant or
          any other party shall have any legally enforceable rights
          hereunder or any right to dispute, appeal or have a hearing with
          respect to any determination of the Chief Executive Officer or
          his or her designees.  The Chief Executive Officer and his or her
          designees shall not be liable for any action taken or
          determination made in good faith in the administration of this
          Program.  The Chief Executive Officer and his or her designees
          shall be fully indemnified for, and held harmless against, any
          liability arising out of the administration of the Program.

          Article IV.  Shares

                    4.1  Number of Shares Issuable.  The maximum number of
          shares of Common Stock available for Awards under the Program and
          the Compensation Arrangements established hereunder shall be
          250,000 shares of Common Stock.  The shares of Common Stock to be
          offered under the Program and the Compensation Arrangements
          established hereunder shall be authorized and unissued shares of
          Common Stock, issued shares of Common Stock which shall have been
          reacquired by the Company and held in its treasury or shares held
          by a Subsidiary.

                    4.2  Shares Subject to Terminated Awards.  The Common
          Stock subject to any Awards which are forfeited or surrendered by
          the Participant without receiving any payment or other benefit
          with respect thereto may again be subject to new Awards under the
          Program and the Compensation Arrangements established hereunder.

                                          2
Article V.  Establishment of Compensation Arrangements

                    5.1  Chief Executive Officer Authority.  The Chief
          Executive Officer shall have the sole and complete authority and
          discretion to (a) establish Compensation Arrangements pursuant to
          this Program, (b) determine the employees of the Company or
          Subsidiaries or classes of employees that are to receive or be
          eligible to receive Awards under each such Compensation
          Arrangement, (c) set the terms of and conditions applicable to
          each such Compensation Arrangement and the Awards granted
          thereunder, and (d) take all such other actions and make such
          other determinations consistent with this Program as may be
          necessary or appropriate to design, implement and administer such
          Compensation Arrangements.  All such Compensation Arrangements
          shall be in writing and shall specify that they are intended to
          be established pursuant to this Program.  If so stated in the
          Award Agreement, a single Award Agreement may constitute a
          separate Compensation Arrangement hereunder.

                    5.2  Terms of Awards.  In addition to the terms and
          conditions specified in the Award Agreement, Awards made pursuant
          to a Compensation Arrangement shall be subject to the following:

                         (a)  All Awards shall be confirmed by an Award
               Agreement.

                         (b)  Awards may be valued in whole or in part by
               reference to, or otherwise be based on, Common Stock.

                         (c)  Any Common Stock subject to Awards may not be
               sold, assigned, transferred, pledged or otherwise encumbered
               prior to the date on which the Common Stock is issued, or,
               if later, the date on which any applicable restriction,
               performance or deferral period lapses; and

                         (d)  The Award Agreement with respect to any Award
               shall contain provisions dealing with the disposition of
               such Award in the event of a termination of employment prior
               to the exercise, realization or payment of such Award,
               whether such termination occurs because of retirement,
               disability, death or other reason, with such provisions to
               take account of the specific nature and purpose of the
               Award.

          Article VI.    Amendment and Termination

                    The Chief Executive Officer shall have the sole and
          complete power, authority and discretion to amend or terminate
          this Program, any Compensation Arrangement and any Award

                                          3
thereunder at any time as from time to time as he or she deems
          necessary or appropriate.

          Article VII.  Miscellaneous

                    7.1  Taxes.  Each Compensation Arrangement shall
          contain appropriate provisions for the withholding of all
          withholding or other taxes required by law to be withheld or paid
          by the Company or any Subsidiary with respect to any and all
          Awards.

                    7.2  No Right to Award; No Right to Employment.  No
          employee or other person shall have any claim of right to be
          permitted to participate or be granted an Award under a
          Compensation Arrangement established hereunder.  Neither the
          Program nor any Compensation Arrangement nor any taken hereunder
          shall be construed as giving any employee any right to be
          retained in the employ of the Company or any Subsidiary.

                    7.3  Governing Law.  The Program and the Compensation
          Arrangements and all determinations made and actions taken
          pursuant to the Program and the Compensation Arrangements shall
          be governed by the laws of the Commonwealth of Pennsylvania other
          than the conflict of laws provisions of such laws, and shall be
          construed in accordance therewith.

                    7.4  No Strict Construction.  No rule of strict
          construction shall be implied against the Company, Subsidiaries,
          the Chief Executive Officer, the Administrator of any
          Compensation Arrangement or any other person in the
          interpretation of any of the terms of the Program, any Award
          granted under the Program or any rule or procedure established by
          the Chief Executive Officer or any such Administrator.

                    7.5  Captions.  The captions (i.e., all Section and
          subsection headings) used in the Program are for convenience
          only, do not constitute a part of the Program, and shall not be
          deemed to limit, characterize or affect in any way any provisions
          of the Program, and all provisions of the Program shall be
          construed as if no captions had been used in the Program.

                    7.6  Severability.  Whenever possible, each provision
          in the Program shall be interpreted in such manner as to be
          effective and valid under applicable law, but if any provision of
          the Program shall be held to be prohibited by or invalid under
          applicable law, then (a) such provision shall be deemed amended
          to accomplish the objectives of the provision as originally
          written to the fullest extent permitted by law and (b) all other
          provisions of the Program at shall remain in full force and
          effect.

                                          4
7.7   Non-Uniform Determinations.  Since it is the
          intent of this Program to reward extraordinary performance by the
          Participants, any determinations made by the Chief Executive
          Officer or his or her designee under this Program (including
          without limitation determinations of the persons eligible to
          receive Awards, the amount of such Awards, and the terms and
          provisions of such Awards) need not be uniform and may be made
          selectively among persons who receive, or are eligible to
          receive, Awards under this Program, whether or not such persons
          are similarly situated.

                                      Execution

                    WITNESS the due execution hereof this 30th day of July,
          1996.

                                        DQE, Inc.

                                        By: _______________________________ 
                                    
                                             Chief Executive Officer

                                          5
Exhibit 5.1

                                    July 31, 1996

          Securities and Exchange Commission
          450 Fifth Street, N.W.
          Judiciary Plaza
          Washington, DC  20549

          Ladies and Gentlemen:

                    I am the Assistant General Counsel of DQE, Inc., a
          Pennsylvania corporation ("DQE"), and in such capacity I have
          acted as counsel to DQE in connection with the Registration
          Statement on Form S-8 (the "Registration Statement") which is
          being filed with the Securities and Exchange Commission pursuant
          to the Securities Act of 1933, as amended, covering 100,000
          shares (the "Shares") of DQE's Common Stock, no par value, which
          may be issued pursuant to the Performance Incentive Program for
          DQE, Inc. and Subsidiaries, formerly known as the Duquesne Light
          Company Performance Incentive Program (the "Program").

                    In such capacity I have reviewed the Registration
          Statement and the Program, the corporate documents of Duquesne
          Light Company with respect to the establishment of the Program,
          the corporate proceedings of DQE with respect to the
          authorization and approval of, and certain amendments to, the
          Program and the proposed issuance of the Shares and such other
          documents and records as I have deemed necessary as a basis for
          my opinion set forth below.

                    Based on the foregoing, I am of the opinion that the
          Shares, when issued pursuant to the Program, will be validly
          issued, fully paid and nonassessable.

                    I hereby consent to the filing of this opinion as
          Exhibit 5.1 to the Registration Statement.

                                        Very truly yours,

                                        Linda S. Ackerman
Exhibit 23.1

                            INDEPENDENT AUDITORS' CONSENT

          We consent to the incorporation by reference in this Registration
          Statement of DQE, Inc. on Form S-8 of our reports dated January
          30, 1996, appearing in and incorporated by reference in the
          Annual Report on Form 10-K of DQE, Inc. for the year ended
          December 31, 1995 and to the reference to us under Item 3 in the
          Prospectus which is part of DQE, Inc.'s Registration Statement on
          Form S-8 (File No. 33-87974), which is incorporated by reference
          in this Registration Statement.

          DELOITTE & TOUCHE LLP
          Pittsburgh, Pennsylvania
          July 30, 1996