Registration No. 333-
                                                                          ------
--------------------------------------------------------------------------------

                       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 Identification No.)
 incorporation or organization)



  CHERRINGTON CORPORATE CENTER, SUITE 100
        500 CHERRINGTON PARKWAY
  CORAOPOLIS, PENNSYLVANIA 15108-3189                       15279
   (Address of principal executive offices)              (Zip Code)




                       DQE, INC. LONG-TERM INCENTIVE PLAN
                            (Full title of the plan)


                                DAVID D. MARSHALL
                 CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                     CHERRINGTON CORPORATE CENTER, SUITE 100
                             500 CHERRINGTON PARKWAY
                       CORAOPOLIS, PENNSYLVANIA 15108-3189
                     (Name and address of agent for service)

                                 (412) 393-6000
          (Telephone number, including area code, of agent for service)




                         CALCULATION OF REGISTRATION FEE

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

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

Common Stock (no par     3,000,000     $35.35 (1)    $106,050,000     $27,997.20
value)

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

     (1) Estimated solely for the purpose of calculating  the  registration  fee
pursuant to Rule 457(h).  The fee is  calculated  on the basis of the average of
the high and low prices for the  Registrant's  Common Stock  reported on the New
York       Stock        Exchange       on       December        10,        1999.
--------------------------------------------------------------------------------

<PAGE>










                                EXPLANATORY NOTE

            This Registration Statement is being filed to register an additional
3,000,000  shares of Common Stock,  no par value (the "Common  Stock"),  of DQE,
Inc.  (the  "Registrant")  as a result of an increase in the number of shares of
Common Stock issuable under the DQE, Inc. Long-Term  Incentive Plan. The earlier
Registration  Statements on Form S-8 filed by the Registrant with the Commission
on June 27, 1989 (filed as Post-Effective  Amendment No. 1-A to the Registrant's
Registration  Statement  on Form S-4 (File No.  33-27196)),  February  26,  1991
(filed as  Post-Effective  Amendment  No. 2-A to the  Registrant's  Registration
Statement  on Form  S-4  (File  No.  33-27196)),  and July 23,  1993  (File  No.
33-66488)  pertaining to the Plan are hereby  incorporated  by  reference.  This
incorporation by reference 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 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following  documents  filed by the Registrant  with the Securities and
    Exchange  Commission (the "Commission")  pursuant to the Securities Exchange
    Act of 1934, as amended (the "Exchange  Act"), are incorporated by reference
    into this Registration Statement: (i) the Registrant's Annual Report on Form
    10-K for the year ended December 31, 1998, (ii) the  Registrant's  Quarterly
    Reports on Form 10-Q for the quarters  ended March 31,  1999,  June 30, 1999
    and September 30, 1999, (iii) the  Registrant's  Current Reports on Form 8-K
    dated March 19, 1999,  March 26, 1999,  July 29, 1999 and September 29, 1999
    and (iv) the description of the  Registrant's  Common Stock contained in the
    Registrant's Registration Statement on Form 8-A, as the same may be amended.

      All documents  subsequently  filed by the  Registrant  with the Commission
    pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act after
    the  date of this  Registration  Statement,  but  prior to the  filing  of a
    post-effective amendment to this Registration Statement which indicates that
    all  securities  offered by this  Registration  Statement  have been sold or
    which deregisters all such securities then remaining unsold, shall be deemed
    to be  incorporated  by reference  into this  Registration  Statement.  Each
    document incorporated by reference into this Registration Statement shall be
    deemed to be a part of this  Registration  Statement from the date of filing
    of such document with the Commission until the information contained therein
    is  superseded  or  updated  by any  subsequently  filed  document  which is
    incorporated  by  reference  into  this  Registration  Statement  or by  any
    document which constitutes part of the prospectus  relating to the DQE, Inc.
    Long-Term  Incentive Plan meeting the  requirements  of Section 10(a) of the
    Securities Act of 1933, as amended (the "Securities Act").


    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 Registrant by David R. High,  Associate
    and  General  Counsel of the  Registrant.  Mr.  High is paid a salary by the
    Registrant and  participates  in the benefit plans of the Registrant and its
    subsidiaries,  including  the  Plan to  which  this  Registration  Statement
    relates.


    ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Under the Restated Articles of the Registrant,  to the fullest extent that
    the  laws  of the  Commonwealth  of  Pennsylvania,  as  now or as  hereafter
    amended,  permit elimination or limitation of the liability of directors, no
    director of the Registrant  shall be personally  liable for monetary damages
    for any action taken, or any failure to take action, as a director.

      Under the By-Laws of the  Registrant,  the  directors  and officers of the
    Registrant are each entitled to be indemnified against reasonable  expenses,
    including  attorneys'  fees,  and any liability  paid or incurred by them in
    connection  with any  actual  or  threatened  claim,  action,  suit or other
    proceeding  by reason of their being or having been a director or officer of
    the Registrant, or serving or having served at the request of the Registrant
    as a  representative  of another  corporation,  partnership,  joint venture,
    trust, employee benefit plan or other entity, except as prohibited by law.

      Section  1746(b) of the  Pennsylvania  Business  Corporation Law prohibits
    indemnification  in any case where the act or failure to act giving  rise to
    the claim for  indemnification  is determined by a court to have constituted
    willful misconduct or recklessness.




                                     II - 1
<PAGE>



      The Registrant maintains director and officer liability insurance covering
    the directors and officers of the Registrant and all its  subsidiaries  with
    respect to certain  liabilities  which may be  incurred in  connection  with
    their  service  to the  Registrant  or any  of its  subsidiaries,  including
    liabilities  arising  under the  Securities  Act.  This  insurance  provides
    reimbursement to the Registrant and its subsidiaries up to policy limits for
    amounts  paid to  directors  and  officers  pursuant to the  indemnification
    provisions summarized above.


    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,   as  amended   (incorporated  by
                  reference to Exhibits 3.1 and 3.2 to the  Registrant's  Annual
                  Report on Form 10-K for the  fiscal  year ended  December  31,
                  1989,  Exhibit 3.3 to the  Registrant's  Annual Report on Form
                  10-K for the fiscal year ended December 31, 1992,  Exhibit 3.4
                  to the Registrant's  Annual Report on Form 10-K for the fiscal
                  year  ended   December   31,  1994  and  Exhibit  3.5  to  the
                  Registrant's  Annual  Report on Form 10-K for the fiscal  year
                  ended December 31, 1995 (File No. 1-10290)).

      4.2         By-Laws,  as amended  through June 29, 1999  (incorporated  by
                  reference to Exhibit 3.1 to the Registrant's  Quarterly Report
                  on Form 10-Q for the  quarter  ended  June 30,  1999 (File No.
                  1-10290)).

      5.1         Opinion of David R.  High,  Associate  General  Counsel of the
                  Registrant, as to the legality of the shares being registered.

      23.1        Consent of Deloitte & Touche LLP.

      23.2        Consent of David R.  High,  Associate  General  Counsel of the
                  Registrant (included in the Opinion filed as Exhibit 5.1).

      24.1        Power of  Attorney  (set forth on the  signature  page of this
                  Registration Statement).


    ITEM 9. UNDERTAKINGS.

            (a)  The undersigned Registrant hereby undertakes:

            (1) To file,  during any  period in which  offers of 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 the Registration Statement
                  (or the most recent  post-effective  amendment thereof) which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  Registration
                  Statement;

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




                                     II - 2
<PAGE>


            (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.

            (b) The undersigned  Registrant hereby undertakes that, for purposes
      of determining  any liability under the Securities Act, each filing of the
      Registrant's  annual report  pursuant to Section 13(a) or Section 15(d) of
      the Exchange  Act that is  incorporated  by reference in the  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.

                                    * * *

      (h)  Insofar  as  indemnification   for  liabilities   arising  under  the
    Securities  Act may be permitted  to  directors,  officers  and  controlling
    persons  of  the  Registrant  pursuant  to  the  foregoing  provisions,   or
    otherwise,  the  Registrant  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 the  event  that a claim for  indemnification  against  such  liabilities
    (other than the payment by the Registrant of expenses  incurred or paid by a
    director,  officer or controlling person of the Registrant 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 Registrant  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,  the  Registrant
    certifies that it has reasonable grounds to believe that it meets all of the
    requirements  for  filing  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 this
    30th day of November, 1999.


                                    DQE, INC.


                                         By: /s/ DAVID D. MARSHALL
                                             -----------------------------------
                                             David D. Marshall
                                             Chairman,  President and
                                             Chief  Executive Officer

      KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
    below  constitutes  and  appoints  Victor  A.  Roque  his  true  and  lawful
    attorney-in-fact   and   agent,   with  full  power  of   substitution   and
    resubstitution,  for him and in his name,  place and  stead,  in any and all
    capacities,  to sign any and all amendments to this Registration  Statement,
    and to file the same with all exhibits thereto,  and other  documentation in
    connection therewith, with the Securities and Exchange Commission,  granting
    unto said  attorney-in-fact  and agent  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 might or
    could  do  in  person,   hereby  ratifying  and  confirming  all  that  said
    attorney-in-fact and agent, or his substitute or substitute, may lawfully do
    or cause to be done by virtue hereof.

      Pursuant to the  requirements  of the  Securities  Act, this  Registration
    Statement  and the  foregoing  Power of  Attorney  have  been  signed by the
    following persons in the capacities and on the date(s) indicated:

           SIGNATURE                    CAPACITY                    DATE
           ---------                    --------                    ----

    /s/ David D. Marshall         Chairman, President and      November 30, 1999
    -----------------------       Chief Executive Officer
    David D. Marshall

    /s/ Gary L. Schwass           Executive Vice President     November 30, 1999
    -----------------------       and Chief Financial Officer
    Gary L. Schwass               (Principal Financial
                                  Officer)

    /s/ James E. Wilson           Controller (Principal        November 30, 1999
    -----------------------       Accounting Officer)
    James E. Wilson

    /s/ Daniel Berg               Director                     November 30, 1999
    -----------------------
    Daniel Berg

    /s/ Robert P. Bozzone         Director                     November 30, 1999
    -----------------------
    Robert P. Bozzone



                                     II - 4
<PAGE>




        SIGNATURE                  CAPACITY                          DATE
        ---------                  --------                          ----

    /s/ Doreen E. Boyce            Director                    November 30, 1999
    -----------------------
    Doreen E. Boyce

    /s/ Sigo Falk                  Director                    November 30, 1999
    -----------------------
    Sigo Falk

    /s/ William H. Knoell          Director                    November 30, 1999
    -----------------------
    William H. Knoell

    /s/ Thomas J. Murrin           Director                    November 30, 1999
    -----------------------
    Thomas J. Murrin

    /s/ Eric W. Springer           Director                    November 30, 1999
    -----------------------
    Eric W. Springer






                                     II - 5
<PAGE>





                                  EXHIBIT INDEX

    EXHIBIT NO.                DESCRIPTION

      4.1           Articles of   Incorporation, as amended   (incorporated   by
                    reference to Exhibits 3.1 and 3.2 to the Registrant's Annual
                    Report on Form 10-K for the fiscal year ended  December  31,
                    1989, Exhibit 3.3 to the Registrant's  Annual Report on Form
                    10-K for the fiscal year ended  December 31,  1992,  Exhibit
                    3.4 to the  Registrant's  Annual Report on Form 10-K for the
                    fiscal year ended  December  31, 1994 and Exhibit 3.5 to the
                    Registrant's  Annual Report on Form 10-K for the fiscal year
                    ended December 31, 1995 (File No. 1-10290)).

      4.2           By-Laws,  as amended  through  June 29,  1999  (incorporated
                    by  reference to Exhibit 3.1 to the  Registrant's  Quarterly
                    Report  on Form 10-Q for the  quarter  ended  June 30,  1999
                    (File No. 1-10290)).

      5.1           Opinion  of David R.  High,  Associate  General  Counsel  of
                    the  Registrant,  as to the  legality  of the  shares  being
                    registered.

     23.1           Consent of Deloitte & Touche LLP.

     23.2           Consent  of David R.  High,  Associate  General  Counsel  of
                    the  Registrant  (included  in the Opinion  filed as Exhibit
                    5.1).

     24.1           Power  of  Attorney  (set  forth on the  signature   page of
                    this Registration Statement).





                                     II - 6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19788}]
{"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": "333-92715", "film-number": "99774128"}, "business-address": {"street1": "CHERRINGTON CORPORATE CENTER SUITE 100", "street2": "500 CHERRINGTON PARKWAY", "city": "CORAOPOLIS", "state": "PA", "zip": "15108-3184", "phone": "4122624700"}, "mail-address": {"street1": "CHERRINGTON CORPORATE CENTER SUITE 100", "street2": "500 CHERRINGTON PARKWAY", "city": "CORAOPOLIS", "state": "PA", "zip": "15108-3184"}}
Registration No. 333-
                                                                          ------
--------------------------------------------------------------------------------

                       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 Identification No.)
 incorporation or organization)

  CHERRINGTON CORPORATE CENTER, SUITE 100
        500 CHERRINGTON PARKWAY
  CORAOPOLIS, PENNSYLVANIA 15108-3189                       15279
   (Address of principal executive offices)              (Zip Code)

                       DQE, INC. LONG-TERM INCENTIVE PLAN
                            (Full title of the plan)

                                DAVID D. MARSHALL
                 CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                     CHERRINGTON CORPORATE CENTER, SUITE 100
                             500 CHERRINGTON PARKWAY
                       CORAOPOLIS, PENNSYLVANIA 15108-3189
                     (Name and address of agent for service)

                                 (412) 393-6000
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

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

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

Common Stock (no par     3,000,000     $35.35 (1)    $106,050,000     $27,997.20
value)

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

     (1) Estimated solely for the purpose of calculating  the  registration  fee
pursuant to Rule 457(h).  The fee is  calculated  on the basis of the average of
the high and low prices for the  Registrant's  Common Stock  reported on the New
York       Stock        Exchange       on       December        10,        1999.
--------------------------------------------------------------------------------
EXPLANATORY NOTE

            This Registration Statement is being filed to register an additional
3,000,000  shares of Common Stock,  no par value (the "Common  Stock"),  of DQE,
Inc.  (the  "Registrant")  as a result of an increase in the number of shares of
Common Stock issuable under the DQE, Inc. Long-Term  Incentive Plan. The earlier
Registration  Statements on Form S-8 filed by the Registrant with the Commission
on June 27, 1989 (filed as Post-Effective  Amendment No. 1-A to the Registrant's
Registration  Statement  on Form S-4 (File No.  33-27196)),  February  26,  1991
(filed as  Post-Effective  Amendment  No. 2-A to the  Registrant's  Registration
Statement  on Form  S-4  (File  No.  33-27196)),  and July 23,  1993  (File  No.
33-66488)  pertaining to the Plan are hereby  incorporated  by  reference.  This
incorporation by reference 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 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following  documents  filed by the Registrant  with the Securities and
    Exchange  Commission (the "Commission")  pursuant to the Securities Exchange
    Act of 1934, as amended (the "Exchange  Act"), are incorporated by reference
    into this Registration Statement: (i) the Registrant's Annual Report on Form
    10-K for the year ended December 31, 1998, (ii) the  Registrant's  Quarterly
    Reports on Form 10-Q for the quarters  ended March 31,  1999,  June 30, 1999
    and September 30, 1999, (iii) the  Registrant's  Current Reports on Form 8-K
    dated March 19, 1999,  March 26, 1999,  July 29, 1999 and September 29, 1999
    and (iv) the description of the  Registrant's  Common Stock contained in the
    Registrant's Registration Statement on Form 8-A, as the same may be amended.

      All documents  subsequently  filed by the  Registrant  with the Commission
    pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act after
    the  date of this  Registration  Statement,  but  prior to the  filing  of a
    post-effective amendment to this Registration Statement which indicates that
    all  securities  offered by this  Registration  Statement  have been sold or
    which deregisters all such securities then remaining unsold, shall be deemed
    to be  incorporated  by reference  into this  Registration  Statement.  Each
    document incorporated by reference into this Registration Statement shall be
    deemed to be a part of this  Registration  Statement from the date of filing
    of such document with the Commission until the information contained therein
    is  superseded  or  updated  by any  subsequently  filed  document  which is
    incorporated  by  reference  into  this  Registration  Statement  or by  any
    document which constitutes part of the prospectus  relating to the DQE, Inc.
    Long-Term  Incentive Plan meeting the  requirements  of Section 10(a) of the
    Securities Act of 1933, as amended (the "Securities Act").

    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 Registrant by David R. High,  Associate
    and  General  Counsel of the  Registrant.  Mr.  High is paid a salary by the
    Registrant and  participates  in the benefit plans of the Registrant and its
    subsidiaries,  including  the  Plan to  which  this  Registration  Statement
    relates.

    ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Under the Restated Articles of the Registrant,  to the fullest extent that
    the  laws  of the  Commonwealth  of  Pennsylvania,  as  now or as  hereafter
    amended,  permit elimination or limitation of the liability of directors, no
    director of the Registrant  shall be personally  liable for monetary damages
    for any action taken, or any failure to take action, as a director.

      Under the By-Laws of the  Registrant,  the  directors  and officers of the
    Registrant are each entitled to be indemnified against reasonable  expenses,
    including  attorneys'  fees,  and any liability  paid or incurred by them in
    connection  with any  actual  or  threatened  claim,  action,  suit or other
    proceeding  by reason of their being or having been a director or officer of
    the Registrant, or serving or having served at the request of the Registrant
    as a  representative  of another  corporation,  partnership,  joint venture,
    trust, employee benefit plan or other entity, except as prohibited by law.

      Section  1746(b) of the  Pennsylvania  Business  Corporation Law prohibits
    indemnification  in any case where the act or failure to act giving  rise to
    the claim for  indemnification  is determined by a court to have constituted
    willful misconduct or recklessness.

                                     II - 1
The Registrant maintains director and officer liability insurance covering
    the directors and officers of the Registrant and all its  subsidiaries  with
    respect to certain  liabilities  which may be  incurred in  connection  with
    their  service  to the  Registrant  or any  of its  subsidiaries,  including
    liabilities  arising  under the  Securities  Act.  This  insurance  provides
    reimbursement to the Registrant and its subsidiaries up to policy limits for
    amounts  paid to  directors  and  officers  pursuant to the  indemnification
    provisions summarized above.

    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,   as  amended   (incorporated  by
                  reference to Exhibits 3.1 and 3.2 to the  Registrant's  Annual
                  Report on Form 10-K for the  fiscal  year ended  December  31,
                  1989,  Exhibit 3.3 to the  Registrant's  Annual Report on Form
                  10-K for the fiscal year ended December 31, 1992,  Exhibit 3.4
                  to the Registrant's  Annual Report on Form 10-K for the fiscal
                  year  ended   December   31,  1994  and  Exhibit  3.5  to  the
                  Registrant's  Annual  Report on Form 10-K for the fiscal  year
                  ended December 31, 1995 (File No. 1-10290)).

      4.2         By-Laws,  as amended  through June 29, 1999  (incorporated  by
                  reference to Exhibit 3.1 to the Registrant's  Quarterly Report
                  on Form 10-Q for the  quarter  ended  June 30,  1999 (File No.
                  1-10290)).

      5.1         Opinion of David R.  High,  Associate  General  Counsel of the
                  Registrant, as to the legality of the shares being registered.

      23.1        Consent of Deloitte & Touche LLP.

      23.2        Consent of David R.  High,  Associate  General  Counsel of the
                  Registrant (included in the Opinion filed as Exhibit 5.1).

      24.1        Power of  Attorney  (set forth on the  signature  page of this
                  Registration Statement).

    ITEM 9. UNDERTAKINGS.

            (a)  The undersigned Registrant hereby undertakes:

            (1) To file,  during any  period in which  offers of 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 the Registration Statement
                  (or the most recent  post-effective  amendment thereof) which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  Registration
                  Statement;

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

                                     II - 2
(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.

            (b) The undersigned  Registrant hereby undertakes that, for purposes
      of determining  any liability under the Securities Act, each filing of the
      Registrant's  annual report  pursuant to Section 13(a) or Section 15(d) of
      the Exchange  Act that is  incorporated  by reference in the  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.

                                    * * *

      (h)  Insofar  as  indemnification   for  liabilities   arising  under  the
    Securities  Act may be permitted  to  directors,  officers  and  controlling
    persons  of  the  Registrant  pursuant  to  the  foregoing  provisions,   or
    otherwise,  the  Registrant  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 the  event  that a claim for  indemnification  against  such  liabilities
    (other than the payment by the Registrant of expenses  incurred or paid by a
    director,  officer or controlling person of the Registrant 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 Registrant  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,  the  Registrant
    certifies that it has reasonable grounds to believe that it meets all of the
    requirements  for  filing  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 this
    30th day of November, 1999.

                                    DQE, INC.

                                         By: /s/ DAVID D. MARSHALL
                                             -----------------------------------
                                             David D. Marshall
                                             Chairman,  President and
                                             Chief  Executive Officer

      KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
    below  constitutes  and  appoints  Victor  A.  Roque  his  true  and  lawful
    attorney-in-fact   and   agent,   with  full  power  of   substitution   and
    resubstitution,  for him and in his name,  place and  stead,  in any and all
    capacities,  to sign any and all amendments to this Registration  Statement,
    and to file the same with all exhibits thereto,  and other  documentation in
    connection therewith, with the Securities and Exchange Commission,  granting
    unto said  attorney-in-fact  and agent  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 might or
    could  do  in  person,   hereby  ratifying  and  confirming  all  that  said
    attorney-in-fact and agent, or his substitute or substitute, may lawfully do
    or cause to be done by virtue hereof.

      Pursuant to the  requirements  of the  Securities  Act, this  Registration
    Statement  and the  foregoing  Power of  Attorney  have  been  signed by the
    following persons in the capacities and on the date(s) indicated:

           SIGNATURE                    CAPACITY                    DATE
           ---------                    --------                    ----

    /s/ David D. Marshall         Chairman, President and      November 30, 1999
    -----------------------       Chief Executive Officer
    David D. Marshall

    /s/ Gary L. Schwass           Executive Vice President     November 30, 1999
    -----------------------       and Chief Financial Officer
    Gary L. Schwass               (Principal Financial
                                  Officer)

    /s/ James E. Wilson           Controller (Principal        November 30, 1999
    -----------------------       Accounting Officer)
    James E. Wilson

    /s/ Daniel Berg               Director                     November 30, 1999
    -----------------------
    Daniel Berg

    /s/ Robert P. Bozzone         Director                     November 30, 1999
    -----------------------
    Robert P. Bozzone

                                     II - 4
SIGNATURE                  CAPACITY                          DATE
        ---------                  --------                          ----

    /s/ Doreen E. Boyce            Director                    November 30, 1999
    -----------------------
    Doreen E. Boyce

    /s/ Sigo Falk                  Director                    November 30, 1999
    -----------------------
    Sigo Falk

    /s/ William H. Knoell          Director                    November 30, 1999
    -----------------------
    William H. Knoell

    /s/ Thomas J. Murrin           Director                    November 30, 1999
    -----------------------
    Thomas J. Murrin

    /s/ Eric W. Springer           Director                    November 30, 1999
    -----------------------
    Eric W. Springer

                                     II - 5
EXHIBIT INDEX

    EXHIBIT NO.                DESCRIPTION

      4.1           Articles of   Incorporation, as amended   (incorporated   by
                    reference to Exhibits 3.1 and 3.2 to the Registrant's Annual
                    Report on Form 10-K for the fiscal year ended  December  31,
                    1989, Exhibit 3.3 to the Registrant's  Annual Report on Form
                    10-K for the fiscal year ended  December 31,  1992,  Exhibit
                    3.4 to the  Registrant's  Annual Report on Form 10-K for the
                    fiscal year ended  December  31, 1994 and Exhibit 3.5 to the
                    Registrant's  Annual Report on Form 10-K for the fiscal year
                    ended December 31, 1995 (File No. 1-10290)).

      4.2           By-Laws,  as amended  through  June 29,  1999  (incorporated
                    by  reference to Exhibit 3.1 to the  Registrant's  Quarterly
                    Report  on Form 10-Q for the  quarter  ended  June 30,  1999
                    (File No. 1-10290)).

      5.1           Opinion  of David R.  High,  Associate  General  Counsel  of
                    the  Registrant,  as to the  legality  of the  shares  being
                    registered.

     23.1           Consent of Deloitte & Touche LLP.

     23.2           Consent  of David R.  High,  Associate  General  Counsel  of
                    the  Registrant  (included  in the Opinion  filed as Exhibit
                    5.1).

     24.1           Power  of  Attorney  (set  forth on the  signature   page of
                    this Registration Statement).

                                     II - 6