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                                                                     Exhibit 3.1

                             DUQUESNE LIGHT COMPANY
                                     BY-LAWS

                           EFFECTIVE October 13, 2003


                                    ARTICLE I

                                  STOCKHOLDERS

          SECTION 1. Annual Meeting. The Company shall hold an annual
stockholder's meeting for election of Directors at a date, location (within or
outside Pennsylvania) and time set by the Board of Directors. Annual meetings
shall be general meetings, open for the transaction of any business within the
powers of the Company without special notice of such business except in cases
which special notice is required by statute, the Articles or these By-Laws.

          SECTION 2. Special Meetings. Special meetings of the stockholders may
be called at any time by the Chairman of the Board or President or by the Board
of Directors.

          SECTION 3. Notice of Meetings. Written notice of every meeting of the
stockholders shall be given to each stockholder entitled to vote at such
meeting, at least five days (or such other period as required by statute) before
the meeting, by the Chairman of the Board or Secretary. Failure to give notice
of any annual meeting or irregularity in the notice shall not affect the
validity of any proceedings at such meeting (other than proceedings of which
special notice is required by law, the Articles or these-By-Laws).

          SECTION 4. Quorum. At all meetings of stockholders, a majority of the
outstanding shares of capital stock entitled to vote, represented by
stockholders in person or by proxy shall constitute a quorum.

          SECTION 5. Judges of Election. One or more judges of election shall be
appointed by the Board of Directors for any meeting of stockholders. The judges
of election shall act as tellers of any ballot vote taken at the meeting and
certify the result.

          SECTION 6. Voting and Proxies. Any stockholder having the right to
vote at any meeting shall be entitled to one vote for each share of stock held.
Any stockholder entitled to vote at any meeting of stockholders may vote either
in person or by proxy, but no proxy which is dated more than three years prior
to the meeting at which it is offered shall confer the right to vote. Every
proxy shall be in writing, signed by a stockholder or duly authorized attorney
in fact.

          SECTION 7. Stockholder Action by Written Consent. Any action required
or permitted to be taken at a meeting of the stockholders or of a class of
stockholders may be taken without a meeting if, prior to or subsequent to the
action, a written consent or

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consents thereto by all of the stockholders who would be entitled to vote at a
meeting for such purpose shall be filed with the Secretary of the Company

                                   ARTICLE II

                               BOARD OF DIRECTORS

          SECTION 1. Election and Powers. The business and affairs of the
Company shall be managed by its Board of Directors. The Board may exercise all
the powers of the Company except such as are by statute, the Articles or these
By-Laws conferred upon or reserved to the stockholders. At each annual meeting
the stockholders shall elect directors to hold office until the succeeding
annual meeting. Each director shall hold office until a successor is elected and
qualified, or until such director's earlier death, resignation or removal in the
manner provided in Section 10 of this Article II. The number of directors which
shall constitute the full Board of Directors shall be not less than one as fixed
by the Board of Directors.

          SECTION 2. Eligibility for Election. No person who is an employee of
the Company, except the Chairman of the Board or President, shall be eligible to
serve as a Director of the Company after retiring as an employee. The mandatory
retirement age for directors is 72except for directors completing a current term
of office.

          SECTION 3. Regular Meetings. At the first meeting of the Board
following the annual election of directors, officers of the Company shall be
elected. Regular meetings shall be held as fixed by the Board of Directors.

          SECTION 4. Special Meetings. Special meetings of the Board of
Directors shall be held whenever called by the Chairman of the Board, the
President or a majority of the Board of Directors.

          SECTION 5. Place of Meetings. The Board of Directors may hold its
regular and special meetings at such places as it designates.

          SECTION 6. Notice of Meetings. No notice of regular meetings of the
Board of Directors need be given. Notice of the place, day and hour of every
special meeting shall be given to each director at least one day before the
meeting, by personal delivery by, telephone or by facsimile or electronic
communication, at the director's residence or usual place of business or, in the
alternative, by mailing the notice at least three days before the meeting to the
director's last known mailing address. The failure to give notice shall not
affect the validity of any meeting as to any director who attends the meeting or
waives notice in writing. No notice of adjourned meetings of the Board of
Directors need be given. All regular and special meetings of the Board of
Directors shall be general meetings open for the transaction of any business
without special notice of such business.

          SECTION 7. Quorum. At all meetings of the Board of Directors, a
majority of the directors shall constitute a quorum for the transaction of
business. Except in cases in

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which it is by law, the Articles or these By-Laws otherwise provided, a majority
of the quorum shall decide any questions.

          SECTION 8. Vacancies. Any vacancy that shall occur in the Board of
Directors by reason of death, resignation, removal, increase in the number of
Directors or any other cause whatever may be filled by a vote at any properly
called meeting or by the unanimous written consent of the stockholders of the
class entitled to elect such Director. In the absence of or pending action by
such stockholders, any such vacancy may be filled by a majority of the then
members of the Board which the stockholders of such class are entitled to elect,
whether or not a quorum, or by the sole remaining such Director. Any Director
elected by the Board shall serve until a successor is elected by stockholder
vote as aforesaid.

          SECTION 9. Compensation. The directors may be compensated for their
services on a periodic basis and/or receive a fixed sum for attendance at each
regular, special or Committee meeting and every adjournment thereof. The amount
shall be fixed by resolution of the Board of Directors. The directors shall be
reimbursed for all reasonable traveling expenses incurred in attending meetings.
Directors who are employees of the Company or an affiliate shall not be paid for
their services as directors.

          SECTION 10. Removal. Any Director or Directors or the entire Board of
Directors may be removed from office at any time without assigning any cause by
a vote at any properly called meeting or by the unanimous written consent of the
stockholders of the class entitled to elect such Directors.

          SECTION 11. Indemnification of Directors and Officers.
          (a) Right of Indemnification. Except as prohibited every Director and
officer of the Company shall be entitled as of right to be indemnified by the
Company against reasonable expense and any liability paid or incurred by such
person in connection with any actual or threatened claim, action, suit or
proceeding, civil, criminal, administrative, investigative or other, whether
brought by or in the right of the Company or otherwise, by reason of such person
being or having been a Director or officer of the Company or by reason of the
fact that such person is or was serving at the request of the Company as a
director, officer, employee, fiduciary or other representative of another
corporation, partnership, joint venture, trust, employee benefit plan or other
entity (such claim, action, suit or proceeding hereinafter being referred to as
"action"); provided, however, that no such right of indemnification shall exist
with respect to an action brought by a Director or officer against the Company
(other than a suit for indemnification as provided in paragraph (b)). Such
indemnification shall include the right to have expenses incurred by such person
in connection with an action paid in advance by the Company prior to final
disposition of such action, subject to such conditions as may be prescribed by
law. Persons who are not Directors or officers of the Company may be similarly
indemnified in respect of service to the Company or to another such entity at
the request of the Company to the extent the Board of Directors at any time
denominates such person as entitled to the benefits of this Section. As used
herein, "expense" shall include fees and expenses of

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counsel selected by such person; and "liability" shall include amounts of
judgments, excise taxes, fines and penalties, and amounts paid in settlement.
          (b) Right of Claimant to Bring Suit. If a claim under paragraph (a) of
this Section is not paid in full by the Company within thirty days after a
written claim has been received by the Company, the claimant may at any time
thereafter bring suit against the Company to recover the unpaid amount of the
claim, and, if successful in whole or in part, the claimant shall also be
entitled to be paid the expense of prosecuting such claim. It shall be a defense
to any such action that the conduct of the claimant was such that under
Pennsylvania law the Company would be prohibited from indemnifying the claimant
for the amount claimed, but the burden of proving such defense shall be on the
Company. Neither the failure of the Company (including its Board of Directors,
independent legal counsel and its stockholders) to have made a determination
prior to the commencement of such action that indemnification of the claimant is
proper in the circumstances because the conduct of the claimant was not such
that indemnification would be prohibited by law, nor an actual determination by
the Company (including its Board of Directors, independent legal counsel or its
stockholders) that the conduct of the claimant was such that indemnification
would be prohibited by law, shall be a defense to the action or create a
presumption that the conduct of the claimant was such that indemnification would
be prohibited by law.
          (c) Insurance and Funding. The Company may purchase and maintain
insurance to protect itself and any person eligible to be indemnified hereunder
against any liability or expense asserted or incurred by such person in
connection with any action, whether or not the Company would have the power to
indemnify such person against such liability or expense by law or under the
provisions of this Section 11. The Company may create a trust fund, grant a
security interest, cause a letter of credit to be issued or use other means
(whether or not similar to the foregoing) to ensure the payment of such sums as
may become necessary to effect indemnification as provided herein.
          (d) Non-Exclusivity; Nature and Extent of Rights. The right of
indemnification provided for herein (1) shall not be exclusive of any other
rights, whether existing now or later to which those seeking indemnification may
be entitled under any agreement, by-law or charter provision, vote of
stockholders or Directors or otherwise, (2) shall be deemed to create
contractual rights in favor of persons entitled to indemnification, (3) shall
continue as to persons who have ceased to have the status pursuant to which they
were entitled or were denominated as entitled to indemnification and shall inure
to the benefit of the heirs and legal representatives of persons entitled to
indemnification hereunder and (4) shall be applicable to actions, suits or
proceedings commenced after adoption, whether arising from acts or omissions
occurring before or after the adoption hereof. The right of indemnification may
not be amended, modified or repealed so as to limit the indemnification provided
herein with respect to any acts or omissions occurring prior to the adoption of
any such amendment or repeal.

          SECTION 12. Personal Liability of Directors.
          (a) To the fullest extent that the laws of the Commonwealth of
Pennsylvania, as in effect on January 27, 1987 or as thereafter amended, permit
elimination or limitation of the liability of directors, no Director of the
Company shall be personally liable for

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monetary damages as such for any action taken or any failure to take any action,
as a Director.
          (b) This Section 12 shall not apply to any action filed prior to
January 27, 1987, nor to any breach of performance or failure of performance of
duty by a Director occurring prior to January 27, 1987. Any amendment or repeal
of this Section 13 which has the effect of increasing Director liability shall
operate prospectively only, and shall not affect action taken, or any failure to
act, prior to its adoption.

                                   ARTICLE III

                                   COMMITTEES

          Committees. The Board of Directors may by resolution designate and
discontinue such standing or special committees as it deems desirable. Each
committee shall have such powers and perform such duties, not inconsistent with
law, as may be assigned by the Board of Directors.

                                   ARTICLE IV

                                    OFFICERS

          SECTION 1. Officers. The officers of the Company shall be a President,
one or more Vice Presidents, a Secretary, a Treasurer, a Controller and may
include a Chairman of the Board. The Chairman of the Board will not be
considered an officer solely by virtue of holding that title and shall be chosen
from among the Directors. The officers shall be elected annually by the Board of
Directors at its first meeting following the annual meeting, and each such
officer shall hold office until the corresponding meeting in the next year and
until a successor has been duly chosen and qualified, or until such officer's
earlier death resignation or removal. Any vacancy in the above offices may be
filled for the unexpired portion of the term by the Board of Directors, at any
regular or special meeting. Any number of offices may be held by the same
person.

          SECTION 2. Chairman of the Board. The Chairman of the Board shall
preside at any meeting of the stockholders or of the Board of Directors and
shall have all the powers and authority vested in a presiding officer by law or
practice to conduct an orderly meeting. In addition to any specific powers
conferred by these By-Laws, the Chairman of the Board shall have the powers and
duties assigned by the Board of Directors.

          SECTION 3. President. In addition to any specific powers conferred by
these By-Laws, the President shall have the powers and duties assigned by the
Board of Directors. At the request or in the absence or disability of the
Chairman of the Board, the President shall preside at any meeting of the
stockholders or of the Board of Directors.

          SECTION 4. Chief Executive Officer. The Board of Directors shall
designate the Chairman of the Board or President or the person holding both of
such offices to perform the functions of the Chief Executive Officer. The Chief
Executive Officer shall

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carry out the policies approved by the Board of Directors. In addition to any
specific powers conferred by these By-Laws, the Chief Executive Officer shall
have supervision over, and shall exercise general executive powers concerning,
all the operations and business of the Company. The Chief Executive officer
shall also have and exercise such powers and duties as assigned by the Board of
Directors and may delegate executive and other powers and duties to any other
officer.

          SECTION 5. Vice President. At the request of the President, or in the
absence or disability of the President, any Vice President shall perform the
duties of the President, and when so acting shall have the powers of the
President unless otherwise determined by the Board of Directors. Each Vice
President shall also have and exercise such powers and duties as assigned by the
Board of Directors or the Chief Executive Officer.

          SECTION 6. Secretary. The Secretary shall perform all duties incident
to the office of a secretary of corporation, and such other duties as assigned
by the Board of Directors or the Chief Executive Officer.

          SECTION 7. Treasurer. The Treasurer shall perform all the duties
incident to the office of a treasurer of a corporation, and such other duties as
assigned by the Board of Directors or the Chief Executive Officer.

          SECTION 8. Controller. The Controller shall perform all duties
incident to the office of a controller of a corporation, and such other duties
as assigned by the Board of Directors or the Chief Executive Officer.

          SECTION 9. Assistant Officers. The Board of Directors may elect one or
more assistant officers. In addition, the Chief Executive Officer, the President
and each Vice President (with the approval of the Chief Executive Officer) may
appoint one or more assistant officers. Each assistant officer shall hold office
for such period and shall have such authority and perform such duties as the
Board of Directors or the Chief Executive Officer may prescribe.

          SECTION 10. Certain Powers of Offices. Except in cases in which the
signing and execution shall have been expressly delegated by the Board of
Directors to some other officer, employee or agent of the Company, the Chairman
of the Board, the Chief Executive Officer, the President or a Vice President may
sign and execute in the name of the Company all authorized deeds, mortgages,
bonds, contracts or other instruments; provided, however, that any such officer
may delegate to any General Manager or Manager reporting to such officer
authority to sign and execute in the name of the Company all authorized
contracts and similar instruments pursuant to a policy approved by the Board of
Directors.

          SECTION 11. Compensation. The Board of Directors shall have the power
to fix the compensation of the Chairman of the Board, the Chief Executive
officer, the President and any Vice President of the Company. Unless such power
is delegated by law or by the rules of any stock exchange on which the
Corporation's securities are listed, the

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Chief Executive Officer shall have the power to fix the compensation of the
Secretary, the Treasurer, the Controller and assistant officers.

                                    ARTICLE V

                                      STOCK

          SECTION 1. Certificates. Every stockholder shall be entitled to a
certificate or certificates of stock of the Company in a form prescribed by the
Board of Directors, duly numbered and sealed with the corporate seal of the
Company, and setting forth the number and kind of shares represented thereby,
provided however, that the Board of Directors shall have the power to provide
for uncertificated shares of any class or series of stock or any part thereof.
The certificates shall be signed by Chairman of the Board, the President or a
Vice President and by the Treasurer or the Secretary. The Board of Directors may
also appoint one or more Transfer Agents and/or Registrars for its stock of any
class and may require stock certificates to be countersigned and/or registered
by one or more of such Transfer Agents and/or Registrars.

          SECTION 2. Transfer of Shares. The Board of Directors shall have power
and authority to make all rules and regulations concerning the issue, transfer,
and registration of certificates of stock.

          SECTION 3. Record Dates. The Board of Directors shall have the
authority to fix in advance a date, not exceeding ninety (90) days preceding any
meeting of stockholders, or the date for payment of any dividend, or the date
for the allotment of rights, or the date when any change, conversion, or
exchange of capital stock shall go into effect (each a "stockholder event"), as
a record date, in connection with such stockholder event, and in such case only
such stockholders as shall be stockholders of record on the date so fixed shall
be entitled to participate in such stockholder event, notwithstanding any
transfer of any stock on the books of the Company after any such record date.

          SECTION 4. Mutilated, Lost or Destroyed Certificates. The holder of
any certificate representing shares of stock of the Company shall immediately
notify the Company of any mutilation, loss or destruction thereof, and the Board
of Directors may, in its discretion, cause one or more new certificates, for the
same number of shares in the aggregate, be issued to such holder upon the
surrender of the mutilated certificate, or in case of loss or destruction of the
to certificate, upon satisfactory proof of such loss or destruction and the
deposit of indemnity by way of bond or otherwise, in such form and amount and
with such sureties or security as the Board of Directors may require to
indemnify the Company against loss or liability by reason of the issuance of
such new certificate or certificates, and the failure of such holder comply with
such requirements shall constitute a waiver by holder of any right to receive
such new certificate or certificates.

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                                   ARTICLE VI

                              DIVIDENDS AND FINANCE

          SECTION 1. Dividends. Subject to the provisions of the Articles, the
Board of Directors may, in its discretion declare what, if any, dividends shall
be paid upon the stock c the Company Except as otherwise provided by the
Articles dividends shall be payable upon such dates as the Board of Directors
may designate Before payment of any dividend there may be set aside out of any
funds of the Company available dividends such sum or sums as the Directors, in
their absolute discretion, think proper as a reserve fund to meet contingencies,
for equalizing dividends, or for repairing or maintaining any property of the
Company, or for such other purposes as the Directors shall think conducive to
the interests of the Company, and the Directors may abolish any such reserve in
the manner in which it is created.

          SECTION 2. Checks, Drafts, etc. Unless otherwise provided by
resolution of the Board of Directors, all checks drafts, or orders for the
payment of money, notes, and other evidences of indebtedness, issued in the name
of the Company shall be signed by the Treasurer or an Assistant Treasurer and
countersigned by the President or a Vice President.

          SECTION 3. Fiscal Year. The fiscal year of the Company shall be the
calendar year, unless otherwise provided by the Board of Directors.

                                   ARTICLE VII

                                SUNDRY PROVISIONS

          SECTION 1. Corporate Seal. The Corporate Seal of the Company shall
contain within a circle the words "Duquesne Light Company" and in an inner
circle the word "SEAL".

          SECTION 2. Inspection of Books and Records. The Board of Directors may
determine whether and, if allowed, when and under what conditions and
regulations, the books and records of the Company shall be open to the
inspection of stockholders and the rights of stockholders in this respect are
and shall be limited accordingly, except as otherwise provided by statute. No
stockholder has the right to inspect any book or record or receive any statement
for an improper purpose.

          SECTION 3. Bonds. The Board of Directors may require any officers,
agents, or employees of the Company to give a bond to the Company, conditioned
upon the faithful discharge of their duties, with one or more sureties and in
such amount as may be satisfactory to the Board of Directors.

          SECTION 4. Voting Upon Stock in Other Corporations. Any stock in other
corporations, which may be held by the Company, may be represented and voted at
any meeting of stockholders of such other corporations by the Chairman of the
Board, the

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President or a Vice President of the Company or by proxy executed in the name of
the Company by the Chairman of the Board, the President or a Vice President.

          SECTION 5. Amendments. Except as otherwise provided by statute, the
holders of the Common Stock shall have the power to adopt, amend and repeal the
By-Laws of the Company by vote at any properly held meeting or by written
consent. The Board of Directors may also adopt, amend and repeal the By-Laws
with respect to those matters which are not by statute, reserved exclusively to
the stockholders, subject always to the power of the stockholders to change such
action. In the case of a meeting of stockholders, written notice shall be given
to each stockholder entitled to vote that the purpose, or one of the purposes,
of the meeting is to consider the adoption, amendment or repeal of the By-Laws,
and there shall be included in, or enclosed with, the notice a copy of the
proposed amendment or a summary of the changes to be effected thereby. No such
notice is required where stockholders act by written consent.

          SECTION 6. Participation in Meeting by Telephone. One or more
Directors may participate in a meeting of the Board of Directors or a committee
of the Board of Directors by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can communicate with each other.

          SECTION 7. Informal Action by Directors or Committees. Any action
which may be taken at a meeting of the Board of Directors or a committee of the
Board of Directors may be taken without a meeting if a consent or consents in
writing setting forth the action so taken shall be signed by all of the
Directors or the members of the committee and shall be filed with the Secretary
of the Company.

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