UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

~~December~~January 175, ~~2004~~2005 (December 1531, 2004) Date of report (Date of earliest event reported)

Commission File Number	Name of Registrant State of Incorporation Address of Principal Executive Offices and Telephone Number	IRS Employer Identification Number
1-267	ALLEGHENY ENERGY, INC. (A Maryland Corporation) 800 Cabin Hill Drive Greensburg, Pennsylvania 15601 Telephone (724) 837-3000	13-5531602
333-72498	ALLEGHENY ENERGY SUPPLY COMPANY, LLC (A Delaware Limited Liability Company) 4350 Northern Pike Monroeville, Pennsylvania 15601 Telephone (412) 858-1600	23-3020481

N/A
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 2.01	Completion of Acquisition or Disposition of Assets.

On December 1531, 2004, Allegheny ~~Energy Supply, LLC (“AE Supply”),~~ ~~a subsidiary of Allegheny~~ Energy, Inc. (“Allegheny Energy” ~~and together with AE Supply, “Allegheny”~~), completed the ~~disposition~~sale of ~~its~~a ~~subsidiary,~~nine ~~Allegheny~~percent equity ~~Energy~~interest ~~Supply~~in ~~Lincoln Generating Facility, LLC (~~the ~~“Company”)~~Ohio ~~pursuant~~Valley toElectric anCorporation ~~agreement, dated September 27, 2004~~ (~~as amended, the~~ “~~Agreement~~OVEC”), ~~with~~to ~~Grant~~Buckeye ~~Peaking~~ Power Generating, LLC (“~~Grant~~Buckeye”),. ~~Colbath~~In ~~Acquisition~~addition, ~~LLC~~Allegheny ~~(“Colbath”) and ArcLight~~ Energy ~~Partners Fund II~~Supply, ~~L.P.~~LLC (“~~ArcLight Energy Partners Fund~~AE Supply”)~~. Colbath~~, isa ansubsidiary ~~affiliate~~ of ~~Tyr~~Allegheny ~~Capital~~Energy, ~~LLC. Grant purchased~~assigned ~~90%~~to ofBuckeye ~~the~~all ~~member~~of ~~interests~~its inrights ~~the Company~~ and obligations ~~Colbath~~under ~~purchased 10% of~~ the ~~member~~Amended ~~interests~~and ofRestated ~~the Company,~~OVEC ~~for an aggregate purchase price of $175.1 million in cash, subject to certain post~~Inter-~~closing~~Company ~~adjustments~~Power Agreement (the “~~Purchase~~New ~~Price~~ICPA”)~~. In~~ ~~addition~~effective March 13, 2006. AE Supply ~~assigned~~will anretain ~~associated~~its ~~tolling~~rights ~~agreement~~ to ~~the Company. The Purchase Price~~nine ~~was~~percent ~~determined~~of bythe ~~arms’-length~~power ~~negotiation~~from ~~and is reflected in a formula set forth in~~ the ~~Agreement,~~OVEC ~~which~~electric ~~was~~generating ~~filed~~facilities ~~as Exhibit~~through ~~10.1~~March ~~to Allegheny Energy’s combined Quarterly Report on Form 10-Q filed on November 4~~12, ~~2004 and is incorporated herein by reference~~2006.

The aggregate ~~Company~~purchase price for the equity sale by Allegheny Energy and the assignment of AE Supply’s ~~assets~~rights ~~include~~in the ~~672~~ ~~megawatt~~New ~~natural~~ICPA ~~gas-fired~~was ~~Lincoln~~$102 ~~Generating~~million ~~Facility~~in cash, ~~located~~$96 inmillion of which was ~~Manhattan,~~received ~~Illinois~~at closing. ~~Proceeds~~ ~~from~~The ~~the~~remaining ~~sale~~$6 ~~will~~million beis ~~used~~expected to ~~repay~~be ~~debt. A~~paid ~~copy~~after March 13, 2006, following the effectiveness of the ~~press~~assignment ~~release~~of ~~relating~~the New ICPA to Buckeye, in the manner ~~sale~~set offorth in the ~~Lincoln~~Stock ~~Generating~~Purchase ~~Facility~~and isICPA ~~attached~~Assignment Agreement, dated as ~~Exhibit~~of 99May 17, 2004, between Allegheny Energy, AE Supply and Buckeye (the “Agreement”).1 toProceeds from this ~~Current~~transaction ~~Report~~will onbe ~~Form~~used ~~8-K~~primarily ~~and~~to isrepay debt. The transaction will result in a ~~incorporated~~fourth ~~herein~~quarter bypre-tax ~~reference~~gain of approximately $94 million.

~~Grant~~A copy ~~and~~of ~~ArcLight Energy~~the ~~Partners~~press ~~Fund~~release ~~are~~relating ~~affiliates~~to ofthis ~~ArcLight~~transaction ~~Capital~~is ~~Partners,~~attached ~~LLC. On~~as ~~August~~Exhibit 4,99.1 ~~2004,~~to this ~~Allegheny~~Current ~~Energy~~Report ~~announced~~on ~~that~~Form ~~its~~8-K ~~subsidiary,~~and ~~Monongahela~~is ~~Power~~incorporated ~~Company,~~herein ~~had~~by ~~signed~~reference. aThe ~~definitive~~Agreement ~~agreement~~was filed as Exhibit 10.3 to ~~sell~~Allegheny ~~its natural~~Energy’s ~~gas~~combined ~~operations~~Quarterly inReport ~~West~~on ~~Virginia~~Form to10-Q filed aon ~~partnership~~November ~~that~~4, ~~includes~~2004 ~~affiliates~~and ofis ~~ArcLight~~incorporated ~~Capital~~herein ~~Partners,~~by ~~LLC~~reference.


Item 9.01	Financial Statements and Exhibits


	(c)	Exhibits

	Exhibit Number		Description
	10.1		Stock Purchase and ICPA Assignment Agreement, dated ~~September~~as 27of May 17, 2004, between Allegheny Energy ~~Supply Company~~, ~~LLC,~~AE ~~Grant~~Supply ~~Peaking Power, LLC~~ and ~~ArcLight Energy Partners II, L~~Buckeye.P.
	99.1		Press release issued by Allegheny Energy, Inc. on ~~December~~January 153, ~~2004 announcing the sale of the Lincoln Generating Facility~~2005.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: ~~December~~January 175, ~~2004~~2005 ALLEGHENY ENERGY, INC. BY: /S/ JEFFREY D. SERKES —————————————— Name: Jeffrey D. SerkesTitle: Senior Vice President and Chief Financial Officer

Dated: ~~December~~January 175, ~~2004~~2005 ALLEGHENY ENERGY SUPPLY COMPANY, LLC BY: /S/ JEFFREY D. SERKES —————————————— Name: Jeffrey D. SerkesTitle: Vice President

EXHIBIT INDEX

Exhibit Number	Description
10.1	Stock Purchase and ICPA Assignment Agreement, dated ~~September~~as 27of May 17, 2004, between Allegheny Energy ~~Supply Company~~, ~~LLC,~~AE ~~Grant~~Supply ~~Peaking Power, LLC~~ and ~~ArcLight~~Buckeye ~~Energy Partners II, L.P.~~ (incorporated by reference to Exhibit 10.23 to Allegheny Energy, Inc.'s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2004, filed on November 4, 2004).
99.1	Press release issued by Allegheny Energy, Inc. on ~~December~~January 153, ~~2004~~2005 ~~announcing the sale of the Lincoln Generating Facility~~ (filed herewith).

Exhibit Number

Description

10.1

Stock Purchase and ICPA Assignment Agreement, dated ~~September~~as 27of May 17, 2004, between Allegheny Energy ~~Supply Company~~, ~~LLC,~~AE ~~Grant~~Supply ~~Peaking Power, LLC~~ and ~~ArcLight~~Buckeye ~~Energy Partners II, L.P.~~ (incorporated by reference to Exhibit 10.23 to Allegheny Energy, Inc.'s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2004, filed on November 4, 2004).

99.1

Press release issued by Allegheny Energy, Inc. on ~~December~~January 153, ~~2004~~2005 ~~announcing the sale of the Lincoln Generating Facility~~ (filed herewith).

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934

SIGNATURES

EXHIBIT INDEX

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

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