01-11594. Filings Under the Public Utility Holding Company Act of 1935, as Amended (“Act”)

May 2, 2001.

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

Interested persons wishing to comment or request a hearing on the application(s) and/or declaration(s) should submit their views in writing by May 29, 2001, to the Secretary, Securities and Exchange Commission, Washington, DC 20549-0609, and serve a copy on the relevant applicant(s) and/or declarant(s) at the address(es) specified below. Proof of service (by affidavit or, in the case of an attorney at law, by certificate) should be filed with the request. Any request for hearing should identify specifically the issues of facts or law that are disputed. A person who so requests will be notified of any hearing, if ordered, and will receive a copy of any notice or order issue in the matter. After May 29, 2001, the application(s) and/or declaration(s), as filed or as amended, may be granted and/or permitted to become effective.

Allegheny Energy, Inc., et al. (70-9833)

Allegheny Energy, Inc. (“Allegheny”), 10435 Downsville Pike, Hagerstown, Maryland 21740, a registered holding company, and Allegheny Energy Supply Company, LLC (“AE Supply”), R.R. 12, P.O. Box 1000, Roseytown Road, Greensburg, Pennsylvania 15601, a utility subsidiary of Allegheny, (collectively, “Applicants”) have filed a declaration under sections 6(a), 7, and 12(d) of the Act and rules 44 and 54 under the Act.

In accordance with an Asset Contribution and Purchase Agreement dated January 8, 2001 (“Agreement”), AE Supply and Allegheny Energy Global Markets, LLC, AE Supply's newly formed rule 58 company, acquired Global Energy Markets (“GEM”), the energy commodity marketing and trading unit of Merrill Lynch & Co., Inc. (“Merrill Lynch”), on March 16, 2001 (“Closing Date”).^[1] The purchase price for GEM was $490 million, paid on the Closing Date, and 2% of the membership interests in AE Supply (“Membership Interests”). The sale of the Membership Interests is contingent upon the approval of the Commission. The Agreement further provides that if the Commission does not approve the sale of the Membership Interests, Allegheny, AE Supply, and Allegheny Energy Global Markets, LLC, are obligated to make an additional cash payment to Merrill Lynch. Accordingly, Applicants request authorization to sell the Membership Interests to Merrill Lynch.

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

Margaret H. McFarland,

Deputy Secretary

Footnotes

1.  Applicants state that the acquisition of GEM was exempt from section 9(a) of the Act because GEM is an energy-related company under rule 58 of the Act.