FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

RICE STEVEN H
2. Issuer Name and Ticker or Trading Symbol

ALLEGHENY ENERGY, INC [ AYE ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O ALLEGHENY ENERGY, INC., 800 CABIN HILL DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

2/25/2011
(Street)

GREENSBURG, PA 15601
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $1.25 per share   2/25/2011     D    17683.960   D   (1) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock   (2)   (3) 2/25/2011     A         2603.509      (3)   (3) Common Stock   2603.509     (3) 0   D    

Explanation of Responses:
( 1)  Disposed of pursuant to the merger (the "Merger") of Allegheny Energy, Inc. ("Allegheny") with a subsidiary of FirstEnergy Corp. ("FirstEnergy") in exchange for 11,795 shares of the common stock, par value $0.10 per share, of FirstEnergy ("First Energy Common Stock") having a market value, based on the closing price of a share of FirstEnergy Common Stock on the New York Stock Exchange on the effective date of the Merger (the "Merger Effective Date"), of $37.75 per share.
( 2)  Under Allegheny's Revised Plan for Deferral of Compensation of Directors, non-employee members of Allegheny's Board of Directors could elect to defer receipt of all or a part of the cash portion of the director fees to which they became entitled in connection with their service on the Board and could opt to invest all or a portion of any such deferred amounts into a phantom stock fund maintained by Allegheny. Mr. Rice opted to defer certain of such cash compensation payable to him and to invest such deferred amounts in Allegheny's phantom stock fund.
( 3)  Each unit of phantom stock represented the economic equivalent of one share of Allegheny's common stock, par value $1.25 per share ("Allegheny Common Stock") and became payable in cash upon the termination of Mr. Rice's service on the Board on the Merger Effective Date in an amount based on the average of the high and low prices of a share of Allegheny Common Stock on the NYSE on the Merger Effective Date of $25.145 per share.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
RICE STEVEN H
C/O ALLEGHENY ENERGY, INC.
800 CABIN HILL DRIVE
GREENSBURG, PA 15601
X



Signatures
/s/ Amanda J. Skov, Attorney-in-Fact 3/1/2011
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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