CENTRAL OHIO COAL CO
U-1/A, 1995-12-19
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          <PAGE>                                           File No. 70-8611


                          SECURITIES AND EXCHANGE COMMISSION

                                Washington, D.C. 20549

                            ______________________________

                                   AMENDMENT NO. 5
                                          TO
                                       FORM U-1
                           _______________________________

                              APPLICATION OR DECLARATION

                                      under the

                      PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

                                        * * *

                              SOUTHERN OHIO COAL COMPANY
                              CENTRAL OHIO COAL COMPANY
                                 WINDSOR COAL COMPANY
                                  OHIO POWER COMPANY
                       1 Riverside Plaza, Columbus, Ohio 43215
                 (Name of company or companies filing this statement
                      and address of principal executive office)

                                        * * *


                        AMERICAN ELECTRIC POWER COMPANY, INC.
                       1 Riverside Plaza, Columbus, Ohio 43215 
                       (Name of top registered holding company
                        parent of each applicant or declarant)

                                        * * *

                       G. P. Maloney, Executive Vice President
                     American Electric Power Service Corporation
                       1 Riverside Plaza, Columbus, Ohio 43215

                  John F. Di Lorenzo, Jr., Associate General Counsel
                     American Electric Power Service Corporation
                       1 Riverside Plaza, Columbus, Ohio 43215
                     (Names and addresses of agents for service)





               Southern Ohio  Coal Company ("SOCCo"), Windsor  Coal Company

          ("Windsor") and Central Ohio Coal Company ("COCCo"), subsidiaries

          of Ohio Power Company, an electric utility subsidiary of American

          Electric Power Company, Inc.,  a registered holding company under

          the Public  Utility  Holding Company  Act  of 1935,  as  amended,

          hereby amend their Application or Declaration on Form U-1 in File

          No. 70-8611, as heretofore amended, as follows:

               1.   By adding  Ohio  Power  Company  as  a  party  to  this

          Application-Declaration.

               2.   By adding  the following paragraphs at the  end of Item

          1:

                    "The  effects of  the  proposed transactions  will
               have  no   current  impact   on  Ohio   Power's  retail
               customers.   These customers  are being billed  a fixed
               fuel rate that,  under the  Settlement Agreement,  will
               continue  through November  1998.   The impact  to Ohio
               Power's  wholesale customers, other than Wheeling Power
               Company, will be reflected in the fuel rate because the
               adjustments  flow through  the  fuel clause.   Wheeling
               Power Company, an affiliate  of Ohio Power, has entered
               into a FERC-approved  agreement with Ohio  Power, under
               which  Wheeling Power  Company  will pay  a fixed  fuel
               rate, except, if Ohio Power's actual average fuel costs
               fall  below  a  certain  level,  then  Ohio  Power  and
               Wheeling Power  Company will share equally  in the cost
               savings.

                    Ohio  Power  recommends  adjusting  the   cost  of
               capital  rate authorized  to conform  the rates  to the
               current  market (See  HCAR Nos.  20515, April  4, 1978;
               21008, April  17, 1979;  21537, April 25,  1980; 22129,
               July 13, 1981; 22179,  August 28, 1981; 22401, February
               24, 1982;  and 22770,  December 10, 1982.)   Therefore,
               Ohio  Power proposes  that  the provision  for cost  of
               capital  applicable to  its capital  in the  coal mines
               would be adjusted on an annual basis, determined as set
               forth in Appendix A attached  hereto.  The overall rate
               of  return  on  the  investment  would  be  subject  to
               adjustment on the first day of April in each succeeding
               year based on changes  in the rate of return  on common
               equity most recently allowed  by either (i) the Federal
               Energy  Regulatory  Commission  ('FERC')  in  the  last
               wholesale rate proceeding involving Ohio  Power or (ii)
               The Public Utilities Commission of Ohio in Ohio Power's
               most recent retail rate proceeding.

                    Attached  hereto as  Appendix A  is a  chart which
               reflects  how  Ohio Power  would calculate  the current
               market rate of return using December 31, 1994 financial
               information.  Such information would be reported by the
               Companies in Rule 24 reports."



                                      SIGNATURE

               Pursuant to  the requirements of the  Public Utility Holding

          Company  Act of 1935, the  undersigned companies have duly caused

          this  statement  to  be  signed  on  its  behalf  by  their  duly

          authorized officer.

                                        SOUTHERN OHIO COAL COMPANY
                                        WINDSOR COAL COMPANY
                                        CENTRAL OHIO COAL COMPANY
                                        OHIO POWER COMPANY


                                        By:  /s/ G. P. Maloney           
                                             Vice President

          December 19, 1995




                                                                 Appendix A





                                  OHIO POWER COMPANY
                            Rate of Return on Investments

          <TABLE>
      <CAPTION>
                                                                    After-Tax
                        Capitalization    Percent    Effective      Weighted
          Component       at 12/31/94    of Total      Cost      Rate of Return
          <C>           <C>               <C>        <C>          <C>





                            (000)

      Long-Term Debt     $1,063,241(a)      41.91%    7.54%(c)         3.16%

      Preferred Stock       241,240          9.51%    6.40%(c)         0.61%
      Common Stock        1,232,681(b)      48.59%   13.07%(d)         6.35%

      Total              $2,537,162        100.00%                    10.73%
                                                
      </TABLE>

      (a)  Includes Long-Term Debt  due in  one-year and is  net of  unamortized
           debt  premium  and  discount,   unamortized  debt  expense,  and  the
           unamortized loss on reacquired debt.

      (b)  Common Equity  includes the premium  on preferred stock  and excludes
           undistributed subsidiary earnings.

      (c)  Embedded Cost at 12/31/94.

      (d)  The  monthly average rate allowed by the  PUCO in 1995 (two months at
           the 14.34% rate allowed OPCo in a 1986 retail rate proceeding and the
           remaining ten  months of the year  at the 12.81% allowed  in a retail
           rate settlement approved in March 1995).



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