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~~February 1523, ~~2010~~2011 (~~December~~February 923, ~~2010~~2011)

Date of report (Date of earliest event reported)

ALLEGHENY ENERGY, INC.

(Exact name of registrant as specified in charter)

Maryland	1-267	13-5531602
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
800 Cabin Hill Drive Greensburg, Pennsylvania		15601-1689
(Address of principal executive of offices)		(Zip code)

800 Cabin Hill Drive Greensburg, Pennsylvania		15601-1689
(Address of principal executive of offices)		(Zip code)

Registrant’s telephone number, including area code: (724) 837-3000

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 52.02 ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

~~(e)~~ On ~~December~~February 923, ~~2010~~2011, Allegheny Energy, Inc. ~~(the~~issued ~~“Company”)~~a ~~adopted~~press anrelease ~~amendment~~announcing ~~(the “Amendment”), effective January 1, 2011, to~~ its ~~Amended~~financial ~~and~~results Restated Annual Incentive Plan (the “Plan”). The Amendment provides that, in connection with a Change in Control (as defined in the Amendment) of the Company, each participant under the Plan will, subject to certain conditions, become entitled to receive his or her target award for the ~~Performance~~fourth ~~Year~~quarter ~~(as defined in the Plan) in which the Change of Control occurs, prorated to reflect the number of days that elapse from the beginning of such Performance Year through~~ and ~~including~~full ~~the~~year ~~date on which the Change in Control is consummated (a “Prorated Target Award”)~~2010. A ~~Plan~~copy ~~participant’s~~of ~~Prorated Target Award will be offset to~~ the ~~extent~~press ~~that such~~release ~~participant receives, or~~ is ~~entitled~~attached toas ~~receive,~~Exhibit ~~payment under the Company’s Executive Change in Control Severance Plan by reason of a termination of employment during the year in which the Change in Control occurs and otherwise may be~~99.1 ~~subject~~ to ~~certain~~this ~~caps~~Current ~~imposed~~Report byon ~~the~~Form ~~Plan.~~8-K ~~A copy of the Amendment is attached hereto as Exhibit 10.1~~ and is incorporated ~~herein~~ by reference into this Item.

The information contained in Item 2.02 of this Current Report on Form 8-K (including the press release) is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information contained in Item 2.02 of this Current Report on Form 8-K (including the press release) shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Amendment 2010-1 to the Annual Incentive Plan
99.1		Press release issued by Allegheny Energy, Inc. on February 23, 2011.

SIGNATURES

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

	ALLEGHENY ENERGY, INC.	~~ALLEGHENY ENERGY, INC.~~
Dated: December 15, 2010		By:	/s/ David M. Feinberg
Dated: February 23, 2011	By:	/s/: Kirk R. Oliver
	Name:	~~Name:~~Kirk R. Oliver	~~David M. Feinberg~~
	Title:	~~Title:~~Senior Vice President and Chief Financial Officer	~~Vice President and General Counsel~~

EXHIBIT INDEX

ExhibitNo.		Description
Exhibit No.		Description
10.1		Amendment 2010-1 to the Annual Incentive Plan
99.1		Press release issued by Allegheny Energy, Inc. on February 23, 2011.

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