FORM 4
☒

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

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(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person *
Dickens Rodney L
 2. Issuer Name and Ticker or Trading Symbol
ALLEGHENY ENERGY, INC [AYE] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Vice President
(Last)
(First)
(Middle)

C/O ALLEGHENY ENERGY, INC., 800 CABIN HILL DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
02/25/2011
(Street)

GREENSBURG, PA 15601
(City)
(State)
(Zip)
4. If Amendment, Date Original Filed(Month/Day/Year)
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. Transaction Date (Month/Day/Year)

2A. Deemed Execution Date, if any (Month/Day/Year)

3. Transaction 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

02/25/2011 D 2,994D (1) 0 D 


Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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 (Month/Day/Year)

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

Employee stock options (right to buy)

 $26.102/25/2011 D  17,953  (2) 06/08/2019

Common Stock

17,953 (2) 0 D 

Restricted Stock Units

 (3) 02/25/2011 A  23,385.15  (3)   (3)

Common Stock

23,385.15 (3) 23,385.15D 

Restricted Stock Units

 (3) 02/25/2011 D  23,385.15  (3)   (3)

Common Stock

23,385.15 (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 1,996 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, of $37.75 per share.

2.

These employee stock options, which originally were granted under Allegheny's 2008 Long Term Incentive Plan, became fully vested on September 28, 2010 in connection with approval of the Merger by Allegheny's stockholders. Simultaneously with the closing of the Merger on February 25, 2011, each option converted to an option to purchase 0.667 shares of FirstEnergy Common Stock at an exercise price of $39.13 per share.

3.

Mr. Dickens received a grant of performance shares in 2010 that, by its terms, would have resulted in the issuance to Mr. Dickens, in March 2013, of up to 41,722 shares of the common stock, par value $1.25 per share, of Allegheny ("Allegheny Common Stock"), based on the achievement of corporate performance goals in 2010, 2011 and 2012. Based on certain performance criteria now deemed to have been satisfied in connection with the Merger and the conversion of the performance shares to restricted stock units, Mr. Dickens became entitled to receive 23,358.18 restricted stock units, each representing the right to one share of Allegheny Common Stock, which immediately thereafter, converted to 15,597.92 restricted stock units, each representing the right to one share of FirstEnergy Common Stock, to be issued to Mr. Dickens within 30 days following the termination of his employment as a result of the Merger.



Signatures

/s/ Amanda J. Skov, Attorney-in-Fact

03/01/2011
** Signature of Reporting PersonDate
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