UNITED STATES OF AMERICA
BEFORE THE SECURITIES AND EXCHANGE COMMISSION
______________________________________________
:
In the Matter of :
:
CENTRAL OHIO COAL COMPANY : CERTIFICATE OF
301 Cleveland Avenue, S.W. : NOTIFICATION
Canton, OH 44702 : NO. 2
:
SOUTHERN OHIO COAL COMPANY :
301 Cleveland Avenue, S.W. :
Canton, OH 44702 :
:
WINDSOR COAL COMPANY :
301 Cleveland Avenue, S.W. :
Canton, OH 44702 :
:
(70-8611) :
:
(Public Utility Holding Company Act of 1935) :
_____________________________________________:
THIS IS TO CERTIFY THAT SOUTHERN OHIO COAL COMPANY, in
accordance with the terms and conditions of, and for the purposes
represented by, the Application - Declaration herein and the Order
of the Securities and Exchange Commission with respect thereto,
dated September 13, 1996, HCAR No. 35-26573, has carried out the
transaction set forth below:
1. On June 26, 1997, the Board of Directors of Southern Ohio
Coal Company declared due and payable dividends on its Common
Shares out of paid-in capital of $47,141,527.00 to its parent, Ohio
Power Company.
2. Windsor Coal Company will file further Certificates of
Notification on the carrying out of future transactions pursuant to
the aforesaid order and will file a "past tense" opinion of counsel
as to all the transactions authorized by such Order at the time the
last of such transactions has been carried out.
SOUTHERN OHIO COAL COMPANY
By: _/s/ John M. Adams, Jr.____
Assistant Secretary
Dated: July 9, 1997
