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

               Date of Report (Date of earliest event reported):
                                April 28, 2000



                            Duquesne Light Company
                            ----------------------
            (Exact name of registrant as specified in its charter)



         Pennsylvania                     1-956                  25-0451600
         ------------                     -----                  ----------
(State or other jurisdiction of   (Commission File Number)    (I.R.S. Employer
 incorporation or organization)                              Identification No.)



                               411 Seventh Avenue
                        Pittsburgh, Pennsylvania  15219
                        -------------------------------
              (Address of principal executive offices) (Zip Code)



      Registrant's telephone number, including area code:   (412) 393-6000



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


Item 1.  Not applicable.


Item 2.  Acquisition or Disposition of Assets

     On April 28, 2000, Duquesne Light Company announced the completion of its
sale of all of its power generation facilities to Orion Power MidWest, L.P., a
subsidiary of Orion Power Holdings, Inc. The sale was consummated pursuant to a
September 24, 1999 asset purchase agreement in which Duquesne Light agreed to
sell its seven power generating facilities to Orion for approximately $1.7
billion. A copy of the asset purchase agreement was included with a Current
Report on Form 8-K filed with the SEC on September 29, 1999. The generation
facilities total 2,614 megawatts of capacity. The facilities are located in
Pennsylvania and Ohio, and include 3 plants that Duquesne Light acquired from
FirstEnergy in the swap of generating assets that occurred in December 1999. In
the transaction, Orion also acquired the obligation to provide Duquesne Light
with electricity to serve customers who have not selected an alternative
generation supplier as part of Pennsylvania's retail choice program, pursuant to
the terms of a provider of last resort agreement. A copy of the provider of last
resort agreement was also included with the Current Report on Form 8-K filed
with the SEC on September 29, 1999.

Items 3-6.  Not applicable.


Item 7.  Exhibits.

     99.1  Pro Forma Financial Statements of Duquesne Light Company.


Items 8-9.  Not applicable



                                   SIGNATURE


     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 thereunto duly authorized.



                                            Duquesne Light Company
                                            ----------------------
                                                 (Registrant)



Date   May 12, 2000                         /s/Morgan K. O'Brien
       ------------                       ------------------------
                                                (Signature)
                                             Morgan K. O'Brien
                                          Vice President--Finance

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