CENTRAL OHIO COAL CO
U-1/A, 1995-06-21
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          <PAGE>                                           File No. 70-8611


                          SECURITIES AND EXCHANGE COMMISSION

                                Washington, D.C. 20549

                            ______________________________

                                   AMENDMENT NO. 3
                                          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
                       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 

                     Jeffrey D. Cross, Assistant 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,  by  adding the  following

          paragraph to the end of Item 1 of said Form U-1:

                    "Attached  hereto  as  Schedule   1  is  a   chart

               identifying  the impact of  the proposed sale-leaseback

               transactions on the amount  of depreciable assets owned

               by SOCCo and Windsor."

                                      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


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

          June 20, 1995

          70-8611.#3




                                                                 Schedule 1


                         VALUE OF ASSETS OWNED AS OF 12/31/94

          <TABLE>
   <CAPTION>

                                  Net Book Value        Less           Adjusted
                                  as of 12/31/94   Prep Plant Sale     Balance
                                        <C>              <C>             <C>

    <S>
               SOCCo
    Surface Land and Rights        $  7,402,689                      $  7,402,689

    Minerals and Rights               4,341,271                         4,341,271
    Development Costs                88,859,272                        88,859,272

    Depreciable Assets:
       Mobile                           837,133           58,193          778,940
       Structures                    73,993,203       40,111,454       33,881,749

    Total Depreciable                74,830,336       40,169,647       34,660,689
    C.W.I.P.                          1,330,731                         1,330,731

         TOTAL                     $176,764,299     $ 40,169,647     $136,594,652

               COCCo

    Surface Land and Rights        $    323,842                      $    323,842

    Minerals and Rights               9,744,638                         9,744,638
    Leasehold Improvement               252,338                           252,338

    Depreciable Assets:
       Mobile                           331,171                           331,171
       Structures                     5,587,234                         5,587,234
    Total Depreciable                 5,918,405                         5,918,405

    C.W.I.P.                            179,399                           179,399

         TOTAL                     $ 16,418,622         -0-          $ 16,418,622

              Windsor

    Surface Land and Rights        $    638,220                      $    638,220
    Minerals and Rights               2,302,858                         2,302,858

    Development Costs                 6,972,117                         6,972,117

    Depreciable Assets:
       Mobile                           302,946            1,644          301,302
       Structures                    15,104,459       11,234,330        3,870,129
    Total Depreciable                15,407,405       11,235,974        4,171,431

    C.W.I.P.                            414,877                           414,877
         TOTAL                     $ 25,735,477     $ 11,235,974     $ 14,499,503
   </TABLE>


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