<PAGE> File No. 70-8611
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
AMENDMENT NO. 6
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 amending and restating the third sentence in the first
new paragraph added in Amendment No. 5 as follows:
"The reduced coal costs resulting from the proposed
transactions will be reflected in the fuel rate charged
to Ohio Power's wholesale customers, other than Wheeling
Power Company, because the adjustments will flow through
the fuel clause."
2. By amending and restating the third sentence in the
second new paragraph added in Amendment No. 5 as follows:
"In calculating the overall rate of return on the
investment, Ohio Power will make an adjustment on the
first day of April in each succeeding year based on
changes in the rate of return on common equity allowed by
either (i) the Federal Energy Regulatory Commission
('FERC') in Ohio Power's latest wholesale rate proceeding
or (ii) The Public Utilities Commission of Ohio in Ohio
Power's latest retail rate proceeding, whichever of the
two is the most recent."
3. By supplying an Opinion of Counsel as Exhibit F hereto.
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
February 6, 1996
70-8611.#6
Exhibit F
614/223-1648
Securities and Exchange Commission
Office of Public Utility Regulation
450 Fifth Street, N.W.
Washington, D.C. 20549-1004
February 6, 1996
Gentlemen:
In connection with the transactions proposed and described in the
Application or Declaration on Form U-1 filed with the Securities
and Exchange Commission by Central Ohio Coal Company, Southern
Ohio Coal Company and Windsor Coal Company, coal subsidiaries of
Ohio Power Company, to which this opinion is an exhibit, I have
examined, among other things, the Application or Declaration on
Form U-1 and the documents referred to in it and such other
documents as I have found necessary to form the basis of this
opinion.
I am of the opinion that, in the event that the proposed
transactions are consummated in accordance with said Application
or Declaration, as the same may be amended:
(a) All state laws applicable to the proposed transactions
will have been complied with;
(b) The Companies may lawfully return excess capital to
Ohio Power Company through declaration of a dividend on
their common stock out of capital surplus;
(c) Central Ohio Coal Company and Windsor Coal Company may
lawfully reduce the par value and stated capital of
their common shares to increase their capital surplus;
and
(d) Consummation of the proposed transactions will not
violate the legal rights of the holders of any
securities issued by the Companies or any associate
company thereof.
I hereby consent to the filing of this opinion as an exhibit to
the above-mentioned Application or Declaration.
Very truly yours,
/s/ Thomas G. Berkemeyer
Thomas G. Berkemeyer
8611#6.opn
