COLUMBUS SOUTHERN POWER CO /OH/, S-3, 1994-04-29

COLUMBUS SOUTHERN POWER CO /OH/
S-3, 1994-04-29
ELECTRIC SERVICES

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<PAGE>
Registration No. 33-

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Columbus Southern Power Company
(Exact name of registrant as specified in its charter)

Ohio 31-4154203
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)

215 North Front Street
Columbus, Ohio 43215
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: 614-464-7700

G. P. MALONEY, Executive Vice President
AMERICAN ELECTRIC POWER SERVICE CORPORATION
1 Riverside Plaza
Columbus, Ohio 43215
614-223-1000
(Name, address, including zip code,
and telephone number, including area code, of agent for service)

It is respectfully requested that the Commission send copies
of all notices, orders and communications to:

Simpson Thacher & Bartlett Winthrop, Stimson, Putnam & Roberts
425 Lexington Avenue One Battery Park Plaza
New York, N.Y. 10017-3909 New York, N.Y. 10004-1490
Attention: James M. Cotter Attention: Donald L. Medlock
212-455-2000 212-858-1000

Approximate date of commencement of proposed sale to the public: As
soon as practicable after the effective date of the Registration
Statement.

If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. [ ]
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
please check the following box. [ ]

CALCULATION OF REGISTRATION FEE

Title of
Each Class Maximum Proposed
of Offering Maximum
Securities Amount Price Aggregate Amount of
to be to be Per Offering Registration
Registered Registered Unit** Price** Fee

Cumulative
Preferred
Shares, $100
par value* 250,000* $100 $25,000,000 $8,621

*The Company may issue an equivalent dollar amount of Cumulative
Preferred Shares, $25 par value, as an alternative to issuing some
or all of the Cumulative Preferred Shares, $100 par value. In any
event the total dollar amount of the par value of shares to be
issued pursuant to this Registration Statement will not exceed
$25,000,000.
**Estimated solely for purpose of calculating the registration fee.

__________________

The registrant hereby amends this registration statement on
such date or dates as may be necessary to delay its effective date
until the registrant shall file a further amendment which
specifically states that this registration statement shall
thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, or until the registration statement shall
become effective on such date as the Commission, acting pursuant to
said Section 8(a), may determine.

<PAGE>

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT.
A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE
SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR
TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS
PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF
THESE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

SUBJECT TO COMPLETION, DATED APRIL 29, 1994

250,000 SHARES
COLUMBUS SOUTHERN POWER COMPANY
CUMULATIVE PREFERRED SHARES, ______% SERIES
($100 PAR VALUE)

The Cumulative Preferred Shares, ______% Series, $100 par
value, of Columbus Southern Power Company offered hereby will be
redeemable at a redemption price of $100 per share plus accrued and
unpaid dividends to the date of redemption at the option of the
Company in whole or in part at any time on or after August 1, 2004
upon not less than 30 days' notice. The new Preferred Shares are
also subject to a mandatory cumulative sinking fund requiring the
Company to redeem 12,500 shares on each August 1 from 2004 through
the year 2008 and to redeem the remaining shares outstanding on
August 1, 2009, in each case at $100 per share plus accrued and
unpaid dividends to the date of redemption. See "Description of
the New Preferred Shares -- Redemption of the New Preferred Shares"
and "Description of the New Preferred Shares -- Sinking Fund"
herein.

The annual dividend rate for the new Preferred Shares shall be
______% per share, per annum, which dividend shall be calculated,
per share, at such percentage multiplied by $100, payable quarterly
on the first days of February, May, August and November in each
year with respect to the quarterly period ending on the day
preceding each such respective payment date, and the date from
which dividends shall be cumulative on all new Preferred Shares
shall be the date of original issue of the new Preferred Shares.
The initial quarterly dividend on the new Preferred Shares
(covering the period from the date of original issue to and
including July 31, 1994) will be paid on August 1, 1994 to the
persons in whose names the new Preferred Shares are registered on
such day as is fixed by the Board of Directors.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

Initial
Public
Offering Underwriting Proceeds to
Price(1) Commission(2) Company(3)

Per Share $ $ $

Total $ $ $

(1) Plus accrued dividends, if any, from the date of original
issue.
(2) The Company has agreed to indemnify the Underwriters against
certain liabilities, including certain liabilities under the
Securities Act of 1933. See "Underwriting" herein.
(3) Before deduction of expenses payable by the Company estimated
at $172,121.

The new Preferred Shares are offered severally by the
Underwriters, subject to prior sale, when, as and if issued to and
accepted by them, subject to approval of certain legal matters by
counsel for the Underwriters and certain other conditions. The
Underwriters reserve the right to withdraw, cancel or modify such
offer and to reject orders in whole or in part. It is expected
that delivery of the new Preferred Shares will be made in New York,
New York, on or about , 1994.

GOLDMAN, SACHS & CO. MERRILL LYNCH & CO.

The date of this Prospectus is , 1994.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-
ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET
PRICE OF THE SECURITIES OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH
MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY
BE EFFECTED IN THE OPEN MARKET OR OTHERWISE. SUCH STABILIZING, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

No dealer, salesperson or other person has been authorized to
give any information or to make any representation not contained in
this Prospectus in connection with the offer made by this
Prospectus, and, if given or made, such information or represen-
tation must not be relied upon as having been authorized by
Columbus Southern Power Company (the "Company") or any underwriter,
agent or dealer. This Prospectus does not constitute an offer to
sell, or a solicitation of an offer to buy, by any underwriter,
agent or dealer in any jurisdiction in which it is unlawful for
such underwriter, agent or dealer to make such an offer or
solicitation. Neither the delivery of this Prospectus nor any sale
made hereunder shall create, under any circumstances, any
implication that there has been no change in the affairs of the
Company since the date hereof.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of
the Securities Exchange Act of 1934 (the "1934 Act") and in
accordance therewith files reports and other information with the
Securities and Exchange Commission (the "SEC"). Such reports and
other information may be inspected and copied at the public
reference facilities maintained by the SEC at 450 Fifth Street,
N.W., Washington, D.C.; Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois; and 7 World Trade
Center, 13th Floor, New York, New York. Copies of such material
can be obtained from the Public Reference Section of the SEC, 450
Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates.

DOCUMENTS INCORPORATED BY REFERENCE

The following document filed by the Company with the SEC is
incorporated in this Prospectus by reference:

-- The Company's Annual Report on Form 10-K for the year
ended December 31, 1993.

All documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Prospectus and prior to the termination of the offering made
by this Prospectus shall be deemed to be incorporated by reference
in this Prospectus and to be a part hereof from the date of filing
of such documents.

Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other
subsequently filed document which is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Prospectus.

The Company will provide without charge to each person to whom
a copy of this Prospectus has been delivered, upon the written or
oral request of any such person, a copy of any or all of the
documents described above which have been incorporated by reference
in this Prospectus, other than exhibits to such documents. Written
requests for copies of such documents should be addressed to Mr. G.
C. Dean, American Electric Power Service Corporation, 1 Riverside
Plaza, Columbus, Ohio 43215 (telephone number: 614-223-1000). The
information relating to the Company contained in this Prospectus
does not purport to be comprehensive and should be read together
with the information contained in the documents incorporated by
reference.

THE COMPANY

The Company is an electric utility operating in substantial
areas of central and southern Ohio. Its principal executive
offices are located at 215 North Front Street, Columbus, Ohio 43215
(telephone number: 614-464-7700). The Company is a subsidiary of
American Electric Power Company, Inc. ("AEP") and is a part of the
AEP integrated utility system (the "AEP System"). Executive
offices of AEP are located at 1 Riverside Plaza, Columbus, Ohio
43215 (telephone number: 614-223-1000).

The Company is engaged in the generation, purchase,
transmission and distribution of electric power to approximately
578,000 residential, commercial, industrial and other customers in
Ohio. The Company's service area is comprised of two areas in
Ohio, which include portions of twenty-five counties. One area
includes the City of Columbus and the other is a predominantly
rural area in south central Ohio. Approximately 80% of the
Company's electric operating revenues, other than sales for resale,
are derived from the Columbus area. Wholesale electric service is
furnished to three small municipalities which own and operate their
own distribution systems.

USE OF PROCEEDS

The Company proposes to use the proceeds from the sale of the
new Preferred Shares to fund its construction program or to repay
short-term indebtedness incurred to fund its construction program.
The Company has estimated that its consolidated construction costs
(inclusive of allowance for funds used during construction) during
1994 will be approximately $98,700,000. At March 31, 1994, the
Company had approximately $53,500,000 of short-term unsecured
indebtedness outstanding.

RATIO OF EARNINGS TO FIXED CHARGES AND
PREFERRED STOCK DIVIDEND REQUIREMENTS COMBINED

Below is set forth the ratio of earnings to fixed charges and
preferred stock dividend requirements combined for each of the
years in the period 1989 through 1993.

Year Ended Ratio

December 31, 1989 2.11
December 31, 1990 1.89
December 31, 1991 1.54
December 31, 1992 1.80
December 31, 1993 0.68(a)
____________
(a) Ratio includes the effect of the Loss from Zimmer Plant
Disallowance of $144,533,000 (net of applicable income taxes
of $14,534,000). As a result, earnings for the twelve months
ended December 31, 1993 were inadequate to cover fixed charges
and preferred stock dividend requirements combined by
$32,806,000. If the effect of the Loss from Zimmer Plant
Disallowance were excluded, the ratio would be 2.08 for the
twelve months ended December 31, 1993.

DESCRIPTION OF THE NEW PREFERRED SHARES

The Cumulative Preferred Shares, % Series, $100 par value,
(the "new Preferred Shares") will be issued as a new series of the
Cumulative Preferred Shares of the par value of $100 per share of
the Company under the Amended Articles of Incorporation, as
amended, of the Company (the "Amended Articles"). Copies of such
Amended Articles and of the form of Certificate of Amendment with
respect to the new Preferred Shares are filed as exhibits to the
Registration Statement. References to divisions are to Article IV
of such Amended Articles. The statements herein concerning the
Cumulative Preferred Shares (including the new Preferred Shares),
the Amended Articles and the form of Certificate of Amendment with
respect to the new Preferred Shares are merely an outline and do
not purport to be complete. They are qualified in their entirety
by express reference to the cited provisions and do not relate or
give effect to the provisions of statutory or common law.

The new Preferred Shares, when duly issued and paid for, will
be fully paid and nonassessable.

The Transfer Agent and Registrar for the new Preferred Shares
will be First Chicago Trust Company of New York, 14 Wall Street,
New York, New York 10005 and the Co-Transfer Agent and Co-Registrar
will be The Huntington National Bank, Huntington Center, Columbus,
Ohio 43287.

Dividend Rights and Restrictions

The holders of new Preferred Shares are entitled to receive
cumulative preferential dividends, when and as declared by the
Board of Directors, out of funds legally available for the payment
of dividends, at the annual dividend rate set forth on the cover
page of this Prospectus, payable quarterly on February 1, May 1,
August 1 and November 1 to shareholders of record on such dates as
fixed by the Board of Directors. Dividends on the new Preferred
Shares will accrue from the date of original issue of the new
Preferred Shares, and the initial quarterly dividend payment date
will be August 1, 1994.

Various restrictions on the use of retained earnings for cash
dividends on common stock or for the purchase or redemption of
preferred stock (including the new Preferred Shares), and other
purposes are contained in or result from covenants in the Indenture
of Mortgage and Deed of Trust, dated September 1, 1940, as
heretofore amended and supplemented, relating to outstanding series
of the Company's first mortgage bonds, under which Citibank, N.A.,
New York, New York, is acting as Trustee. At December 31, 1993,
the Company's retained earnings amounted to $18,288,000, none of
which was so restricted under these provisions.

Redemption of the New Preferred Shares

The new Preferred Shares are not redeemable prior to August 1,
2004. On or after August 1, 2004, the new Preferred Shares are
redeemable in whole or in part upon not less than 30 and not more
than 60 days' notice at a redemption price of $100 per share plus
accrued and unpaid dividends to the redemption date. (See "Sinking
Fund" herein.)

There is no restriction on the repurchase or redemption of
Cumulative Preferred Shares of any series, including the new
Preferred Shares, by the Company while there is any arrearage in
payment of dividends or sinking fund installments.

Sinking Fund

The new Preferred Shares are entitled to a cumulative sinking
fund requiring the Company, to the extent permitted by law, to
redeem, out of funds legally available therefor, 12,500 shares of
the new Preferred Shares on August 1, 2004 and on each August 1
thereafter to and including August 1, 2008 and to redeem, out of
funds legally available therefor, the remaining new Preferred
Shares on August 1, 2009, in each case at $100 per share plus
accrued and unpaid dividends to the date of such redemption.

The Company is entitled, at its election, to credit against
any sinking fund requirement due on any sinking fund date, new
Preferred Shares theretofore purchased or otherwise acquired by the
Company and not previously credited against any sinking fund
requirement.

Voting Rights

Holders of the Cumulative Preferred Shares, except as required
by the law of the State of Ohio, will generally have no voting
rights, except that in the following circumstances the holders of
Cumulative Preferred Shares will be entitled to vote as a class,
with the holders of shares having a par value of $100 entitled to
cast one vote, and the holders of shares having a par value of $25
entitled to cast one-quarter of one vote, for each such share held.
(See Division 2.)

If and when dividends payable on any series of the Cumulative
Preferred Shares shall be in arrears in an amount equal to payments
for six full quarters and until all arrearages in dividends shall
have been paid or declared and set apart for payment, the holders
of the Cumulative Preferred Shares, voting together as a single
class, shall be entitled to elect two directors. (See Division 9.)

The Amended Articles provide that the Company shall not,
without the consent of the holders of at least two-thirds of the
voting power of the Cumulative Preferred Shares then outstanding:

(a) amend, alter or repeal any of the rights,
preferences or powers of the holders of Cumulative Preferred
Shares so as to affect adversely any such rights, preferences
or powers; provided that if less than all the series
outstanding are so affected, only the consent of the holders
of two-thirds of the voting power of each series so affected
shall be required; or

(b) create or authorize any shares of any class of stock
ranking prior to the Cumulative Preferred Shares as to
dividends or assets. (See Division 7.)

The consent of the holders of at least a majority of the
voting power of the Cumulative Preferred Shares then outstanding
will be required to increase the total authorized amount of
Cumulative Preferred Shares or to create or authorize any shares of
any class of stock ranking on a parity with the Cumulative
Preferred Shares as to dividends or assets. (See Division 8.)

Liquidation Rights

On any voluntary or involuntary liquidation, dissolution or
winding up of the Company, after payment of all creditors of the
Company, the holders of the Cumulative Preferred Shares have the
right to receive out of the assets of the Company $100 per share,
in each case plus an amount equal to accrued and unpaid dividends
or, if the assets are insufficient, to share ratably with all other
series of the Cumulative Preferred Shares prior to any distribution
on the common shares of the Company. (See Division 6.)

Pre-emptive and Conversion Rights

Holders of the Cumulative Preferred Shares have no pre-emptive
right to purchase any shares of any stock issued by the Company, or
any right to convert their shares into any other securities of the
Company. (See Division 3.)

UNDERWRITING

Subject to the terms and conditions set forth in the
Underwriting Agreement, the Company has agreed to sell to each of
the Underwriters named below (the "Underwriters"), and each of the
Underwriters has severally agreed to purchase the number of new
Preferred Shares set forth opposite its name below:

Number of
Underwriters Shares

Goldman, Sachs & Co.............................
Merrill Lynch, Pierce, Fenner & Smith
Incorporated .......................

Total 250,000

Under the terms and conditions of the Underwriting Agreement,
the Underwriters are committed to take and pay for all of the new
Preferred Shares, if any are taken.

The Company has been advised by the Underwriters that the
Underwriters propose initially to offer the shares to the public at
the price to public set forth on the cover page of this Prospectus,
and to certain dealers at such price less a concession not in
excess of $.____ per share. The Underwriters may allow, and such
dealers may reallow, a discount not in excess of $.____ per share
to certain other dealers. After the initial public offering, the
price to public, concession and discount may from time to time be
changed by the Underwriters.

The new Preferred Shares will not have an established trading
market when issued. The new Preferred Shares will not be listed on
any securities exchange. The Company has been advised by the
Underwriters that they intend to make a market in the new Preferred
Shares, but the Underwriters are not obligated to do so and may
discontinue any market-making at any time without notice. There
can be no assurance as to the liquidity of the trading market for
the new Preferred Shares.

The Underwriters, and certain affiliates thereof, engage in
transactions with and perform services for the Company and its
affiliates in the ordinary course of business.

The Company has agreed to indemnify the Underwriters against
certain liabilities, including certain liabilities under the
Securities Act of 1933.

LEGAL OPINIONS

Opinions with respect to the legality of the new Preferred
Shares will be rendered by Simpson Thacher & Bartlett (a
partnership which includes professional corporations), 425
Lexington Avenue, New York, New York, and 1 Riverside Plaza,
Columbus, Ohio, counsel for the Company, and by Winthrop, Stimson,
Putnam & Roberts, One Battery Park Plaza, New York, New York,
counsel for the Underwriters.

EXPERTS

The financial statements and related financial statement
schedules incorporated in this Prospectus by reference from the
Company's Annual Report on Form 10-K have been audited by Deloitte
& Touche, independent auditors, as stated in their reports, which
are incorporated herein by reference, and have been so incorporated
in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS.

Item 14. Other Expenses of Issuance and Distribution.*

Estimation based upon the issuance of all of the new Preferred
Shares in one issuance:

Securities and Exchange Commission
Filing Fees $ 8,621
State Filing and Recordation fees and
expenses 5,000
Printing Registration Statement,
Prospectus, etc. 25,000
Printing and Engraving Shares Certificates 10,000
Independent Auditors' fees 15,000
Charges of Transfer Agent and Registrar 3,500
Legal fees 55,000
Rating Agency fees 30,000
Miscellaneous expenses 20,000

Total $172,121

* Estimated, except for filing fees.

Item 15. Indemnification of Directors and Officers.

Section 1701.13(E) of the Ohio Revised Code gives a
corporation incorporated under the laws of Ohio power to indemnify
any person who is or has been a director, officer or employee of
that corporation, or of another corporation at the request of that
corporation, against expenses actually and reasonably incurred by
him in connection with any pending, threatened or completed action,
suit or proceeding, criminal or civil, to which he was, is or may
be made a party because of being or having been such director,
officer or employee, provided, in connection therewith, that such
person is determined to have acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of the corporation, that, in the case of an action or suit by or in
the right of the corporation, (i) no negligence or misconduct shall
have been adjudged unless a court determines that such person is
fairly and reasonably entitled to indemnity, and (ii) the action or
suit is not one in which the only liability asserted against a
director is pursuant to Section 1701.95 of the Ohio Revised Code,
which relates to unlawful loans, dividends and distributions of
assets, and that, in the case of a criminal matter, such person is
determined to have had no reasonable cause to believe that his
conduct was unlawful. Section 1701.13(E) further provides that to
the extent that such person has been successful on the merits or
otherwise in defense of any such action, suit, or proceeding, or in
defense of any claim, issue or matter therein, he shall be
indemnified against expenses, including attorneys' fees, actually
and reasonably incurred by him in connection therewith. Section
1701.13(E) further provides that unless a corporation has
specifically elected to the contrary in its articles of
incorporation or code of regulations and unless the only liability
asserted against a director is pursuant to Section 1701.95,
expenses incurred by a director in defending such an action, suit
or proceeding shall be paid by the corporation as they are incurred
in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking (i) to repay such amounts
if it is proved by clear and convincing evidence in a court of
competent jurisdiction that such director acted, or failed to act,
with deliberate intent to cause injury to the corporation or with
reckless disregard for the best interests of the corporation and
(ii) reasonably to cooperate with the corporation concerning said
action, suit or proceeding. Section 1701.13(E) also provides that
the indemnification thereby permitted shall not be exclusive of any
other rights that directors, officers or employees may have,
including rights under insurance purchased by the corporation. The
Company's Code of Regulations provides for the indemnification of
directors and officers of the Company to the fullest extent
permitted by law.

The above is a general summary of certain provisions of the
Company's Code of Regulations and of the Ohio Revised Code and is
subject in all cases to the specific and detailed provisions of the
Company's Code of Regulations and the Ohio Revised Code.

Reference is made to the Underwriting Agreement filed as
Exhibit 1 hereto, which provides for indemnification of the
Company, certain of its directors and officers, and persons who
control the Company, under certain circumstances.

The Company maintains insurance policies insuring its
directors and officers against certain obligations that may be
incurred by them.

Item 16. Exhibits.

Reference is made to the information contained in the Exhibit
Index filed as a part of this Registration Statement.

Item 17. Undertakings.

The undersigned registrant hereby undertakes:

(1) That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by
reference in this registration statement shall be deemed to be
a new registration statement relating to the new Preferred
Shares, and the offering thereof at that time shall be deemed
to be the initial bona fide offering thereof.

(2) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the registrant
pursuant to the laws of the State of Ohio, the registrant's
Code of Regulations, or otherwise, the registrant has been
advised that in the opinion of the SEC such indemnification is
against public policy as expressed in said Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the new Preferred Shares, the registrant will,
unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
said Act and will be governed by the final adjudication of
such issue.

(3) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form
of prospectus filed as part of this registration statement in
reliance upon Rule 430A and contained in a form of prospectus
filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of
this registration statement as of the time it was declared
effective.

(4) For the purpose of determining any liability under
the Securities Act of 1933, each post-effective amendment that
contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Columbus and State of Ohio, on the 29th day of April, 1994.

COLUMBUS SOUTHERN POWER COMPANY

By: E. Linn Draper, Jr.*
Chairman of the Board and
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the following
persons in the capacities and on the dates indicated.

Signature Title Date

(i) Principal Executive
Officer Chairman of the Board
and Chief Executive
E. Linn Draper, Jr.* Officer April 29, 1994

(ii) Principal Financial
Officer:

G. P. Maloney Vice President April 29, 1994

(iii) Principal Accounting
Officer:

P. J. DeMaria* Treasurer April 29, 1994

(iv) A Majority of the
Directors:

P. J. DeMaria*
A. Joseph Dowd*
E. Linn Draper, Jr.*
C. A. Erikson*
Henry Fayne*
Wm. J. Lhota*
G. P. Maloney
James J. Markowsky* April 29, 1994

*By_/s/ G. P. Maloney________
(G. P. Maloney, Attorney-in-Fact)

<PAGE>
EXHIBIT INDEX

Exhibit No. Description

1 -- Copy of proposed form of Underwriting Agreement for
the new Preferred Shares.

4(a) -- Copy of Amended Articles of Incorporation of the
Company, as amended.

4(b) -- Copy of proposed form of Certificate of Amendment
determining terms of new Preferred Shares.

5 -- Opinion of Simpson Thacher & Bartlett with respect
to the new Preferred Shares.

12 -- Statement re Computation of Ratios.

23(a) -- Consent of Deloitte & Touche, dated April 29, 1994.

23(b) -- Consent of Simpson Thacher & Bartlett (included in
Exhibit 5 filed herewith).

24 -- Powers of Attorney and resolutions of the Board of
Directors of the Company.

cspcocps.94\regst.cps

<PAGE>
EXHIBIT 1

COLUMBUS SOUTHERN POWER COMPANY

Underwriting Agreement

Dated __________, 1994

AGREEMENT made among COLUMBUS SOUTHERN POWER COMPANY, a corpo-
ration organized and existing under the laws of the State of Ohio
(the Company), and the several persons, firms and corporations (the
Underwriters) named in Exhibit 1 hereto.

WITNESSETH:

WHEREAS, the Company proposes to issue and sell 250,000 of its
Cumulative Preferred Shares, ______% Series, par value $100 per
share (the Stock); and

WHEREAS, the Underwriters have designated the person signing
this Agreement (the Representative) to execute this Agreement on
behalf of the respective Underwriters and to act for the respective
Underwriters in the manner provided in this Agreement; and

WHEREAS, the Company has prepared and filed, in accordance
with the provisions of the Securities Act of 1933 (the Act), with
the Securities and Exchange Commission (the Commission), a
registration statement and prospectus relating to the Stock and
such registration statement has become effective; and

WHEREAS, such registration statement, as it may have been
amended through the time the same first became effective (the
Effective Date), including the financial statements, the documents
incorporated or deemed incorporated therein by reference, the
exhibits thereto and the information deemed to be part thereof
pursuant to Rule 430A(b) of the Commission's General Rules and
Regulations under the Act (the Rules), being herein called the
Registration Statement, the prospectus included in the Registration
Statement when the same became effective that omits the
information, if any, deemed to be a part thereof pursuant to Rule
430A(b) of the Rules, being herein called the Preliminary
Prospectus, and the prospectus, including the price and terms of
the offering, the dividend rate and certain information relating to
the Underwriters of the Stock first filed with the Commission in
accordance with Rule 430A and pursuant to Rule 424(b) of the Rules,
including all documents then incorporated or deemed to have been
incorporated therein by reference, being herein called the
Prospectus.

NOW, THEREFORE, in consideration of the premises and the
mutual covenants herein contained, it is agreed between the parties
as follows:

1. Purchase and Sale: Upon the basis of the warranties and
representations and on the terms and subject to the conditions
herein set forth, the Company agrees to sell to the respective
Underwriters named in Exhibit 1 hereto, severally and not jointly,
and the respective Underwriters, severally and not jointly, agree
to purchase from the Company, at the price of $100 per share, the
respective numbers of shares of Stock set opposite their names in
Exhibit 1 hereto, together aggregating all of the Stock, which the
Underwriters agree will be offered to the public at an initial
public offering price equal to $______ per share. The Company
agrees to pay to the Representative for the respective accounts of
the Underwriters named in Exhibit 1 hereto $______ per share as
compensation.

2. Payment and Delivery: Payment for the Stock shall be
made to the Company or its order by certified or bank check or
checks, payable in New York Clearing House funds, at the office of
Simpson Thacher & Bartlett, 425 Lexington Avenue, New York, New
York 10017-3909, or at such other place as the Company and the
Representative shall mutually agree in writing, upon the delivery
of the Stock to the Representative for the respective accounts of
the Underwriters against receipt therefor signed by the
Representative on behalf of itself and for the other Underwriters.
The Company contemporaneously will pay to the Representative for
the accounts of the respective Underwriters against receipt
therefor the aggregate compensation of the Underwriters by
certified or bank check or checks payable in New York Clearing
House funds at said office. Such payments and delivery shall be
made at 10:00 A.M., New York Time, on __________, 1994 (or on such
later business day, not more than five business days subsequent to
such day, as may be designated by the Company), unless postponed in
accordance with the provisions of Section 7 hereof. The time at
which payment and delivery are to be made is herein called the Time
of Purchase.

Delivery of the certificates for the Stock shall be made in
definitive form registered in such names and denominations as the
Representative may request in writing to the Company not later than
three full business days prior to the Time of Purchase, or if no
such request is received, in the respective names of the
Underwriters for the respective amounts of Stock opposite their
names in Exhibit 1 in denominations selected by the Company. If
the Representative shall request that any certificates be issued in
a name other than that of the Underwriter agreeing to purchase the
shares represented thereby, such Underwriter shall pay any transfer
taxes resulting from such issuance.

The Company agrees to make such certificates available for
inspection by the Representative at the office of First Chicago
Trust Company of New York, 525 Washington Street, Jersey City, New
Jersey, at least 20 hours prior to the Time of Purchase.

3. Conditions of Underwriters' Obligations: The several
obligations of the Underwriters hereunder are subject to the
accuracy in all material respects of the warranties and
representations on the part of the Company and to the following
other conditions:

(a) That all legal proceedings to be taken and all
legal opinions to be rendered in connection with
the issue and sale of the Stock shall be
satisfactory in form and substance to Winthrop,
Stimson, Putnam & Roberts, counsel to the Under-
writers.

(b) That, at the Time of Purchase, the Representative
shall be furnished with the following opinions,
dated the day of the Time of Purchase, with
conformed copies or signed counterparts thereof for
each of the other Underwriters, with such changes
therein as may be agreed upon by the Company and
the Representative with the approval of Winthrop,
Stimson, Putnam & Roberts, counsel to the
Underwriters:

(1) Opinion of Simpson Thacher & Bartlett, of New
York, New York, counsel to the Company,
substantially in the form heretofore made
available to the Underwriters;

(2) Opinion of Winthrop, Stimson, Putnam &
Roberts, of New York, New York, counsel to the
Underwriters, substantially in the form
heretofore made available to the Underwriters.

(c) That the Representative shall have received a
letter from Deloitte & Touche in form and substance
satisfactory to the Representative, dated as of the
day of the Time of Purchase, (i) confirming that
they are independent public accountants within the
meaning of the Act and the applicable published
rules and regulations of the Commission thereunder,
(ii) stating that in their opinion the financial
statements audited by them and included or
incorporated by reference in the Registration
Statement complied as to form in all material
respects with the then applicable accounting
requirements of the Commission, including the
applicable published rules and regulations of the
Commission and (iii) covering as of a date not more
than five business days prior to the day of the
Time of Purchase such other matters as the
Representative reasonably requests.

(d) That no amendment to the Registration Statement and
that no prospectus or prospectus supplement of the
Company (other than the Prospectus) and no document
which would be deemed incorporated in the
Prospectus by reference filed subsequent to the
date hereof and prior to the Time of Purchase shall
contain material information substantially
different from that contained in the Registration
Statement which is unsatisfactory in substance to
the Representative or unsatisfactory in form to
Winthrop, Stimson, Putnam & Roberts, counsel to the
Underwriters.

(e) That, at the Time of Purchase, appropriate orders
of The Public Utilities Commission of Ohio and of
the Commission under the Public Utility Holding
Company Act of 1935, necessary to permit the sale
of the Stock to the Underwriters, shall be in
effect; and that, prior to the Time of Purchase, no
stop order with respect to the effectiveness of the
Registration Statement shall have been issued under
the Act by the Commission or proceedings therefor
initiated.

(f) That, at the Time of Purchase, there shall have
been no change in the business, properties or
financial condition of the Company from that set
forth in the Prospectus (other than changes
referred to in or contemplated by the Prospectus),
except changes arising from transactions in the
ordinary course of business, none of which
individually has, or in the aggregate have, had a
material adverse effect on the business, properties
or financial condition of the Company, and that the
Company shall, at the Time of Purchase, have
delivered to the Representative a certificate,
dated the day of the Time of Purchase, of an
executive officer of the Company to the effect
that, to the best of his knowledge, information and
belief, there has been no such change.

(g) That the Company shall have performed such of its
obligations under this Agreement as are to be
performed at or before the Time of Purchase by the
terms hereof.

4. Certain Covenants of the Company: In further
consideration of the agreements of the Underwriters herein
contained, the Company covenants as follows:

(a) As soon as the Company is advised thereof, to
advise the Representative and confirm the advice in
writing of any request made by the Commission for
amendments to the Registration Statement,
Preliminary Prospectus or Prospectus or for
additional information with respect thereto or of
the entry of a stop order suspending the
effectiveness of the Registration Statement or of
the initiation or threat of any proceedings for
that purpose and, if such a stop order should be
entered by the Commission, to make every reasonable
effort to obtain the prompt lifting or removal
thereof.

(b) To deliver to the Underwriters, without charge, as
soon as practicable (and in any event within 24
hours after the date hereof), and from time to time
thereafter during such period of time (not
exceeding nine months) after the date hereof as
they are required by law to deliver a prospectus,
as many copies of the Prospectus (as supplemented
or amended if the Company shall have made any
supplements or amendments thereto) as the
Representative may reasonably request; and in case
any Underwriter is required to deliver a prospectus
after the expiration of nine months after the date
hereof, to furnish to any Underwriter, upon
request, at the expense of such Underwriter, a
reasonable quantity of a supplemental prospectus or
of supplements to the Prospectus complying with
Section 10(a)(3) of the Act.

(c) To furnish to the Representative a copy, certified
by the Secretary or an Assistant Secretary of the
Company, of the Registration Statement as initially
filed with the Commission and of all amendments
thereto (exclusive of exhibits), and, upon request,
to furnish to the Representative sufficient plain
copies thereof (exclusive of exhibits) for
distribution of one to each of the other
Underwriters.

(d) For such period of time (not exceeding nine months)
after the date hereof as they are required by law
to deliver a prospectus, if any event shall have
occurred as a result of which it is necessary to
amend or supplement the Prospectus in order to make
the statements therein true or, in the light of the
circumstances when the Prospectus is delivered to a
purchaser, not misleading in any material respect,
forthwith to prepare and furnish, at its own
expense, to the Underwriters and to dealers (whose
names and addresses are furnished to the Company by
the Representative) to whom shares of the Stock may
have been sold by the Representative for the
accounts of the Underwriters and, upon request, to
any other dealers making such request, copies of
such amendments to the Prospectus or supplements to
the Prospectus.

(e) As soon as practicable, the Company will make
generally available to its security holders and to
the Underwriters an earning statement of the
Company and its subsidiaries which will satisfy the
provisions of Section 11(a) of the Act.

(f) To use its best efforts to qualify the Stock for
offer and sale under the securities or "blue sky"
laws of such jurisdictions as the Representative
may designate within six months after the date
hereof and itself to pay, or to reimburse the
Underwriters and their counsel for, reasonable
filing fees and expenses in connection therewith in
an amount not exceeding $5,000 in the aggregate
(including filing fees and expenses paid and
incurred prior to the effective date hereof),
provided, however, that the Company shall not be
required to qualify as a foreign corporation or to
file a consent to service of process or to file
annual reports or to comply with any other
requirements deemed by the Company to be unduly
burdensome.

(g) To pay all expenses, fees and taxes (other than
transfer taxes on sales by the respective
Underwriters) in connection with the issuance and
delivery of the Stock, except that the Company
shall be required to pay the fees and disbursements
(other than disbursements referred to in paragraph
(f) of this Section 4) of Winthrop, Stimson, Putnam
& Roberts, counsel to the Underwriters, only in the
events provided in paragraph (h) of this Section 4,
the Underwriters hereby agreeing to pay such fees
and disbursements in any other event.

(h) If the Underwriters shall not take up and pay for
the Stock due to the failure of the Company to
comply with any of the conditions specified in
Section 3 hereof, or, if this Agreement shall be
terminated in accordance with the provisions of
Section 7 or 8 hereof, to pay the fees and
disbursements of Winthrop, Stimson, Putnam &
Roberts, counsel to the Underwriters, and, if the
Underwriters shall not take up and pay for the
Stock due to the failure of the Company to comply
with any of the conditions specified in Section 3
hereof, to reimburse the Underwriters for their
reasonable out-of-pocket expenses, in an aggregate
amount not exceeding a total of $10,000, incurred
in connection with the financing contemplated by
this Agreement.

5. Warranties of and Indemnity by the Company:

(a) The Company warrants and represents to each of the
Underwriters that (i) the Registration Statement on
the Effective Date did, and the Prospectus when
first filed in accordance with Rule 424(b) and at
the Time of Purchase will, comply, or be deemed to
comply, in all material respects with the
applicable provisions of the Act and the published
rules and regulations of the Commission, (ii) the
Registration Statement on the Effective Date did
not contain any untrue statement of a material fact
or omit to state a material fact required to be
stated therein or necessary to make the statements
therein not misleading, and (iii) the Prospectus
when first filed in accordance with Rule 424(b) and
at the Time of Purchase will not contain any untrue
statement of a material fact or omit to state a
material fact required to be stated therein or
necessary in order to make the statements therein,
in the light of the circumstances under which they
were made, not misleading; except that the Company
makes no warranty or representation to any
Underwriter with respect to any statements or
omissions made therein in reliance upon and in
conformity with information furnished in writing to
the Company by the Representative on behalf of any
Underwriter expressly for use therein.

(b) The Company agrees, to the extent permitted by law,
to indemnify and hold harmless each of the
Underwriters and each person, if any, who controls
any such Underwriter within the meaning of Section
15 of the Act, against any and all losses, claims,
damages or liabilities, joint or several, to which
they or any of them may become subject under the
Act or otherwise, and to reimburse the Underwriters
and such controlling person or persons, if any, for
any legal or other expenses incurred by them in
connection with defending any action, insofar as
such losses, claims, damages, liabilities or
actions arise out of or are based upon any alleged
untrue statement of a material fact contained in
the Registration Statement, in the Preliminary
Prospectus or in the Prospectus, or if the Company
shall furnish or cause to be furnished to the
Underwriters any amendments or any supplements to
the Prospectus, in the Prospectus as so amended or
supplemented (provided that if such Prospectus or
such Prospectus, as amended or supplemented, is
used after the period of time referred to in
Section 4(d) hereof, it shall contain such
amendments or supplements as the Company deems
necessary to comply with Section 10(a) of the Act),
or arise out of or are based upon any alleged
omission to state therein a material fact required
to be stated therein or necessary to make the
statements therein, in the light of the
circumstances under which they were made, not
misleading, except insofar as such losses, claims,
damages, liabilities or actions arise out of or are
based upon any such alleged untrue statement or
omission which was made in the Registration
Statement, in the Preliminary Prospectus or in the
Prospectus as so amended or supplemented, in
reliance upon and in conformity with information
furnished in writing to the Company by the
Representative on behalf of any Underwriter
expressly for use therein, and except that this
indemnity shall not inure to the benefit of any
Underwriter (or of any person controlling such
Underwriter) on account of any losses, claims,
damages, liabilities or actions arising from the
sale of shares of the Stock to any person if a copy
of the Prospectus or the Prospectus as the same may
then be supplemented or amended (excluding,
however, any document then incorporated or deemed
incorporated therein by reference) was not sent or
given by or on behalf of such Underwriter to such
person with or prior to the written confirmation of
the sale involved and the alleged omission or
alleged untrue statement was corrected in the
Prospectus or in the Prospectus as supplemented or
amended at the time of such confirmation. Each
Underwriter agrees within ten days after the
receipt by it of notice of the commencement of any
action in respect to which indemnity from the
Company on account of its agreement contained in
this Section 5(b) may be sought by it, or by any
person controlling it, to notify the Company in
writing of the commencement thereof, but the
failure of such Underwriter so to notify the
Company of any such action shall not release the
Company from any liability which it may have to
such Underwriter or to such controlling person
otherwise than on account of the indemnity
agreement contained in this Section 5(b). In case
any such action shall be brought against any
Underwriter or any such person controlling such
Underwriter and such Underwriter shall notify the
Company of the commencement thereof, as above
provided, the Company shall be entitled to
participate in (and, to the extent that it shall
wish, including the selection of counsel, to
direct) the defense thereof at its own expense. In
case the Company elects to direct such defense and
select such counsel (hereinafter, Company's
counsel), any Underwriter or any controlling person
shall have the right to employ its own counsel,
but, in any such case, the fees and expenses of
such counsel shall be at the expense of such
Underwriter or controlling person unless (i) the
Company has agreed in writing to pay such fees and
expenses or (ii) the named parties to any such
action (including any impleaded parties) include
both any Underwriter or any controlling person and
the Company, and any Underwriter or any controlling
person shall have been advised by its counsel that
a conflict of interest between the Company and any
Underwriter or any controlling person may arise
(and the Company's counsel shall have concurred
with such advice) and for this reason it is not
desirable for the Company's counsel to represent
both the indemnifying party and the indemnified
party (it being understood, however, that the
Company shall not, in connection with any one such
action or separate but substantially similar or
related actions in the same jurisdiction arising
out of the same general allegations or
circumstances, be liable for the reasonable fees
and expenses of more than one separate firm of
attorneys for any Underwriter or any controlling
person (plus any local counsel retained by any
Underwriter or any controlling person in their
reasonable judgment), which firm (or firms) shall
be designated in writing by any Underwriter or any
controlling person). The Company shall not be
liable in the event of any settlement of any such
action effected without its consent.

The Company's indemnity agreement contained in Section 5(b)
hereof, and its covenants, warranties and representations contained
in this Agreement, shall remain in full force and effect regardless
of any investigation made by or on behalf of any person, and shall
survive the delivery of and payment for the Stock hereunder.

6. Warranties of and Indemnity by Underwriters:

(a) Each Underwriter warrants and represents that the
information furnished in writing to the Company
through the Representative for use in the
Registration Statement, in the Prospectus, in the
Preliminary Prospectus or in the Prospectus as
amended or supplemented, is correct as to such
Underwriter.

(b) Each Underwriter agrees, to the extent permitted by
law, to indemnify, hold harmless and reimburse the
Company, its directors and such of its officers as
shall have signed the Registration Statement, and
each person, if any, who controls the Company
within the meaning of Section 15 of the Act, to the
same extent and upon the same terms as the
indemnity agreement of the Company set forth in
Section 5(b) hereof, but only with respect to
alleged untrue statements or omissions made in the
Registration Statement, in the Preliminary
Prospectus, in the Prospectus, or in the Prospectus
as amended or supplemented, in reliance upon and in
conformity with information furnished in writing to
the Company by the Representative on behalf of such
Underwriter expressly for use therein.

The indemnity agreement on the part of each Underwriter
contained in Section 6(b) hereof, and the warranties and
representations of such Underwriter contained in this Agreement,
shall remain in full force and effect regardless of any
investigation made by or on behalf of the Company or other person,
and shall survive the delivery of and payment for the Stock
hereunder.

7. Substitution of Underwriters: If any Underwriter under
this Agreement shall fail or refuse (whether for some reason
sufficient to justify its termination of its obligations to
purchase or otherwise) to purchase the shares of the Stock which it
had agreed to purchase, the Company shall immediately notify the
Representative, and the Representative may, within 24 hours of
receipt of such notice, procure some other responsible party or
parties satisfactory to the Company to purchase or agree to
purchase such shares of the Stock on the terms herein set forth;
and, if the Representative shall fail to procure a satisfactory
party or parties to purchase or agree to purchase such shares of
the Stock on such terms within such period after the receipt of
such notice, then the Company shall be entitled to an additional
period of 24 hours within which to procure another party or parties
to purchase or agree to purchase such shares of the Stock on the
terms herein set forth. In any such case, either the
Representative or the Company shall have the right to postpone the
Time of Purchase for a period not to exceed five full business days
from the date determined as provided in Section 2 hereof, in order
that the necessary changes in the Registration Statement and
Prospectus and any other documents and arrangements may be
effected. If the Representative and the Company shall fail to
procure a satisfactory party or parties, as above provided, to
purchase or agree to purchase such shares of the Stock, then this
Agreement shall terminate. In the event of any such termination,
the Company shall not be under any liability to any Underwriter
(except to the extent, if any, provided in Section 4(h) hereof),
nor shall any Underwriter (other than an Underwriter who shall have
failed or refused to purchase shares of the Stock without some
reason sufficient to justify, in accordance with the terms hereof,
its termination of its obligations hereunder) be under any
liability to the Company or any other Underwriter.

Nothing herein contained shall release any defaulting
Underwriter from its liability to the Company or any non-defaulting
Underwriter for damages occasioned by its default hereunder.

8. Termination of Agreement: This Agreement may be
terminated at any time prior to the Time of Purchase by the
Representative if, after the execution and delivery of this
Agreement and prior to the Time of Purchase, in the
Representative's reasonable judgment, the Underwriters' ability to
market the Stock shall have been materially adversely affected
because:

(i) trading in securities on the New York Stock
Exchange shall have been generally suspended by the Commission
or by the New York Stock Exchange, or

(ii) (A) a war involving the United States of America
shall have been declared, (B) any other national calamity
shall have occurred, or (C) any conflict involving the armed
services of the United States of America shall have escalated,
or

(iii) a general banking moratorium shall have been
declared by Federal or New York State authorities, or

(iv) there shall have been any decrease in the ratings
of any of the Company's preferred shares by Moody's Investors
Services, Inc. (Moody's) or Standard & Poor's Corporation
(S&P) or either Moody's or S&P shall publicly announce that it
has any of such preferred shares under consideration for
possible downgrade.

If the Representative elects to terminate this Agreement, as
provided in this Section 8, the Representative will promptly notify
the Company by telephone or by telex or facsimile transmission,
confirmed in writing. If this Agreement shall not be carried out
by any Underwriter for any reason permitted hereunder, or if the
sale of the Stock to the Underwriters as herein contemplated shall
not be carried out because the Company is not able to comply with
the terms hereof, the Company shall not be under any obligation
under this Agreement and shall not be liable to any Underwriter or
to any member of any selling group for the loss of anticipated
profits from the transactions contemplated by this Agreement
(except that the Company shall remain liable to the extent provided
in Section 4(h) hereof) and the Underwriters shall be under no
liability to the Company nor be under any liability under this
Agreement to one another.

9. Notices: All notices hereunder shall, unless otherwise
expressly provided, be in writing and be delivered at or mailed to
the following addresses or by telex or facsimile transmission
confirmed in writing to the following addresses: if to the
Underwriters, to Goldman, Sachs & Co., as Representative, 85 Broad
Street, New York, New York 10004, Attention: Registration
Department, (fax 212/902-3000) and if to the Company, to Columbus
Southern Power Company, c/o American Electric Power Service
Corporation, 1 Riverside Plaza, Columbus, Ohio 43215, attention of
G. P. Maloney, Vice President, (fax 614/223-1687).

10. Parties in Interest: The agreement herein set forth has
been and is made solely for the benefit of the Underwriters, the
Company (including the directors thereof and such of the officers
thereof as shall have signed the Registration Statement), the
controlling persons, if any, referred to in Sections 5 and 6
hereof, and their respective successors, assigns, executors and
administrators, and, except as expressly otherwise provided in
Section 7 hereof, no other person shall acquire or have any right
under or by the virtue of this Agreement.

11. Definition of Certain Terms: If there be two or more
persons, firms or corporations named in Exhibit 1 hereto, the term
"Underwriters", as used herein, shall be deemed to mean the several
persons, firms or corporations, so named (including the
Representative herein mentioned, if so named and any party or
parties substituted pursuant to Section 7 hereof), and the term
"Representative", as used herein, shall be deemed to mean the
representative or representatives designated by, or in the manner
authorized by, the Underwriters. All obligations of the
Underwriters hereunder are several and not joint. If there shall
be only one person, firm or corporation named in Exhibit 1 hereto,
the term "Underwriters" and the term "Representative", as used
herein, shall mean such person, firm or corporation. The term
"successors" as used in this Agreement shall not include any
purchaser, as such purchaser, of any of the shares of the Stock
from any of the respective Underwriters.

12. Conditions of the Company's Obligations: The obligations
of the Company hereunder are subject to the Underwriters'
performance of their obligations hereunder, and the further
condition that at the Time of Purchase the Securities and Exchange
Commission under the Public Utility Holding Company Act of 1935 and
The Public Utilities Commission of Ohio shall have issued
appropriate orders, and such orders shall remain in full force and
effect, authorizing the transactions contemplated hereby.

13. Execution of Counterparts: This Agreement may be
executed in several counterparts, each of which shall be regarded
as an original and all of which shall constitute one and the same
document.

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto
duly authorized, on the date first above written.

COLUMBUS SOUTHERN POWER COMPANY

By_____________________________
G. P. Maloney
Vice President

GOLDMAN, SACHS & CO., as Representative
and on behalf of the Underwriters named in
Exhibit 1 hereto

By____________________________

cspcocps.94\undrwrit.agr<PAGE>

EXHIBIT 1

Number
of Shares
to be
Name Purchased

Goldman, Sachs & Co.

Merrill Lynch, Pierce, Fenner & Smith
Incorporated

Total . . . . . . . . . . . . . 250,000

<PAGE>
EXHIBIT 4(a)

AMENDED ARTICLES OF INCORPORATION

COLUMBUS SOUTHERN POWER COMPANY

ARTICLE I: Name and Principal Office

The name of the Corporation shall be Columbus Southern Power
Company, and its principal office shall be located in the City of
Columbus, Franklin County, Ohio.

ARTICLE II: Purpose

The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be formed under Chapter 1701
of the Ohio Revised Code, as now in effect or hereafter amended.

ARTICLE III: Authorized Shares

The maximum number of shares which the Corporation is
authorized to have outstanding shall be Thirty-Three Million Five
Hundred Thousand (33,500,000), classified as follows: (a) Two
Million Five Hundred Thousand (2,500,000) shares shall be
Cumulative Preferred Shares, of the par value of One Hundred
Dollars ($100.00) per share; (b) Seven Million (7,000,000) shares
shall be Cumulative Preferred Shares, of the par value of Twenty-
Five Dollars ($25.00) per share; and (c) Twenty-Four Million
(24,000,000) shares shall be Common Shares, without par value.

"Cumulative Preferred Shares ($100.00)", when used herein,
shall refer to all series of Cumulative Preferred Shares of the par
value of One Hundred Dollars ($100.00) per share; "Cumulative
Preferred Shares ($25.00)", when used herein shall refer to all
series of Cumulative Preferred Shares of the par value of Twenty-
Five Dollars ($25.00) per share, and "Cumulative Preferred Shares",
when used herein, shall refer collectively to all series of
Cumulative Preferred Shares ($100.00) and Cumulative Preferred
Shares ($25.00).

ARTICLE IV: Terms of Shares

1. Priority. The Cumulative Preferred Shares ($100.00) and the
Cumulative Preferred Shares ($25.00) shall be of equal rank
and, except as to matters relating to the par values and
voting rights thereof, and permitted variations between the
respective series thereof, shall confer equal rights upon the
holders thereof. The holders of the Common Shares are subject
to all of the rights and preferences of the holders of the
Cumulative Preferred Shares.

2. Voting Rights. Except as otherwise expressly provided in this
Article IV or required by the law of the State of Ohio, the
holders of the Cumulative Preferred Shares shall not be
entitled to vote. The holders of the Common Shares shall be
entitled to one vote per share upon all matters presented to
the shareholders. Whenever, pursuant to the provisions of
this Article IV or the law of the State of Ohio, the holders
of the Cumulative Preferred Shares shall be entitled to vote,
every holder of Cumulative Preferred Shares ($100.00) shall be
entitled to one (1) vote per share, and every holder of
Cumulative Preferred Shares ($25.00) shall be entitled to one-
fourth (1/4) of one (1) vote per share.

Except as otherwise specifically provided in this Article IV,
any action to be taken by the shareholders of the Corporation
under any provision of the Ohio Revised Code which would
require the affirmative vote of two-thirds of the voting power
of the Corporation unless otherwise provided in the Articles
of Incorporation may be taken by the affirmative vote of the
majority of the voting power of the Corporation.

No holder of shares of any class of stock of the Corporation
shall have the right to vote cumulatively in the election of
directors.

3. Pre-emptive Rights. No holder of shares of any class of stock
of the Corporation shall have any pre-emptive right to
purchase any shares of stock of the Corporation, or securities
convertible into or carrying rights to purchase shares,
whether now or hereafter authorized, and whether issued for
cash, property, services or otherwise.

4. Cumulative Preferred Shares - Issuance in Series. The Board
of Directors is authorized to cause the Cumulative Preferred
Shares to be issued in one or more series, and with respect to
each such series to fix:

(i) the distinctive serial designation and number
of shares of the series;

(ii) the dividend rate or rates (which may be
fixed or variable) of the series, or the method by which
such rate or rates shall be determined;

(iii) the dates of payment of dividends, and the
date or dates from which dividends shall be cumulative;

(iv) the redemption rights (if any) and redemption
price or prices for shares of the series;

(v) the sinking fund requirements (if any) for
the purchase or redemption of shares of the series;

(vi) the amount or amounts which shall be payable
to the holders of shares of the series in the event of
any liquidation, dissolution or winding up of the affairs
of the Corporation, which amount or amounts may differ in
the event of voluntary or involuntary liquidation,
dissolution or winding up;

(vii) the rights (if any) of the holders of shares
of the series to convert such shares into shares of any
other series or class or other securities, and the terms
and conditions of any such conversion; and

(viii) any other preferences, rights, restrictions
or qualifications permitted by law and not inconsistent
with the provisions of this ARTICLE IV which apply to all
series of Cumulative Preferred Shares.

5. Dividends. The holders of each series of Cumulative Preferred
Shares shall be entitled to receive, when and as declared by
the Board of Directors out of funds legally available, cash
dividends at the rate or rates and payable on the dates fixed
for such series as herein provided; dividends on all series
shall be cumulative.

In no event, so long as any Cumulative Preferred Shares shall
be outstanding, shall any dividend, whether in cash or in
property, be paid or declared, nor shall any distribution be
made, on any Common Shares or any other shares of the
Corporation ranking junior to the Cumulative Preferred Shares
in respect of dividends or assets, nor shall any such junior
shares be purchased, redeemed or otherwise acquired for value
by the Corporation, unless all dividends on the Cumulative
Preferred Shares of all series for all past dividend periods
shall have been paid or declared and a sum sufficient for the
payment thereof set apart. The foregoing provisions of this
Division 5 shall not, however, apply to a dividend payable in
such junior shares, nor to the acquisition of such junior
shares in exchange for or through application of the proceeds
of the sale of junior shares, nor to the acquisition of junior
shares issued for cash or property subsequent to the date of
issuance of the Cumulative Preferred Shares outstanding at the
time of such acquisition to the extent of the cash received or
the cost or fair value (whichever is less) of property
received as consideration for the issue of such junior shares,
nor to the transfer of any amount from surplus to stated
capital.

Subject to the foregoing provisions of this Division 5 and to
any limitations established by the Board of Directors in
connection with the creation of any series of Cumulative
Preferred Shares, the Board of Directors may declare, out of
any funds legally available therefor, dividends (payable in
cash, shares or otherwise) upon the then outstanding Common
Shares and no holders of Cumulative Preferred Shares of any
series shall be entitled to share therein.

6. Liquidation Rights. Before any amount shall be paid to, or
any assets distributed among, the holders of the Common Shares
upon any liquidation, dissolution or winding up of the affairs
of the Corporation, and after paying or providing for the
payment of all creditors of the Corporation, the holders of
Cumulative Preferred Shares of each series at the time
outstanding shall be entitled to be paid in cash the amount
fixed for the particular series as herein provided, together
with a sum in the case of each share of each series, computed
at the annual dividend rate for the series of which such share
is a part, from the date from which dividends on such share
became cumulative to and including the date fixed for such
distribution or payment, less the aggregate of the dividends
theretofore and on such date paid thereon; but no payments on
account of such distributive amounts shall be made to the
holders of any series of Cumulative Preferred Shares unless
there shall likewise be paid at the same time to the holders
of each other series of Cumulative Preferred Shares like
proportionate distributive amounts, ratably, in proportion to
the full distributive amounts to which they are respectively
entitled as herein provided. The holders of the Cumulative
Preferred Shares of any series shall not be entitled to
receive any amounts with respect thereto upon any liquidation,
dissolution or winding up of the affairs of the Corporation
other than the amounts referred to in this Division 6.
Neither the consolidation or merger of the Corporation with
any other corporation or corporations, nor the sale or
transfer by the Corporation of all or any part of its assets,
shall be deemed to be a liquidation, dissolution or winding up
of the affairs of the Corporation within the meaning of the
foregoing provisions of this Division 6.

All assets and funds of the Corporation remaining after paying
or providing for the payment of all creditors of the
Corporation and after paying or providing for the payment to
the holders of all outstanding Cumulative Preferred Shares of
the full distributive amounts to which they are entitled as
herein provided shall be divided among and paid to the holders
of the Common Shares according to their rights and interests.

7. Actions Requiring Vote of Two-Thirds of Voting Power of
Cumulative Preferred Shares. So long as any Cumulative
Preferred Shares of any series are outstanding, the
Corporation shall not, without the consent (given by vote in
person or by proxy at a meeting called for that purpose) of
the holders of at least two-thirds of the voting power of the
Cumulative Preferred Shares then outstanding:

(a) amend, alter, or repeal any of the rights, preferences or
powers of the holders of the Cumulative Preferred Shares
so as to affect adversely any such rights, preferences or
powers; provided, however, that if such amendment,
alteration or repeal affects adversely the rights,
preferences or powers of one or more, but not all, series
of Cumulative Preferred Shares at the time outstanding,
only the consent of the holders of at least two-thirds of
the voting power of each series so affected shall be
required; and provided, further, that an amendment to
increase or decrease the authorized amount of Cumulative
Preferred Shares or to create or authorize, or increase
or decrease the amount of, any class of stock ranking on
a parity with the Cumulative Preferred Shares as to
dividends or assets shall not be deemed to affect
adversely the rights, preferences or powers of the
holders of the Cumulative Preferred Shares or any series
thereof; or

(b) create or authorize any shares of any class of stock
ranking prior to the Cumulative Preferred Shares as to
dividends or assets.

8. Action Requiring Vote of Majority of Voting Power of
Cumulative Preferred Shares. So long as any Cumulative
Preferred Shares of any series are outstanding, the
Corporation shall not, without the consent (given by vote in
person or by proxy at a meeting called for that purpose) of
the holders of at least a majority of the voting power of the
Cumulative Preferred Shares then outstanding, increase the
total authorized amount of Cumulative Preferred Shares or
create or authorize any shares of any class of stock ranking
on a parity with the Cumulative Preferred Shares as to
dividends or assets.

9. Election of Directors by Holders of Cumulative Preferred
Shares. If at any time dividends on any series of Cumulative
Preferred Shares shall be in arrears in an amount equal to
payments for six full quarters or more (or, with respect to
Cumulative Preferred Shares which are not payable for
quarterly dividend periods, an amount equal to payments for a
number of dividend periods containing not less than 540 days),
the holders of all series of Cumulative Preferred Shares,
voting together as a single class, shall be entitled to elect
two members of the Board of Directors of the Corporation until
such time as all arrearages in dividends on the Cumulative
Preferred Shares shall have been paid or declared and set
apart for payment. Whenever the right to elect directors
shall have accrued to the holders of the Cumulative Preferred
Shares, as herein provided, the President of the Corporation
shall call a meeting for the election of directors, such
meeting to be held not less than forty-five (45) days and not
more than ninety (90) days after the accrual of such right.
The term of office of all directors of the Corporation shall
terminate at the time of any such meeting or adjournment
thereof held for the purpose of electing a new Board of
Directors, at which a quorum of the holders of the Cumulative
Preferred Shares, or a quorum of the holders of shares
otherwise entitled to vote, shall be present in person or by
proxy, notwithstanding that the term for which such directors
were elected shall not then have expired. In the event that
at any such meeting a quorum of the holders of the Cumulative
Preferred Shares shall not be present in person or by proxy,
the holders of the shares otherwise entitled to vote, if a
quorum thereof be present in person or by proxy, may
temporarilY elect the directors which the holders of the
Cumulative Preferred Shares were entitled but failed to elect,
such directors to be designated as having been so elected and
their term of office to expire at such time thereafter as
their successors shall be elected by the holders of the
Cumulative Preferred Shares. At any such meeting, the
presence in person or by proxy of the holders of a majority of
the voting power of the outstanding Cumulative Preferred
Shares shall be required to constitute a quorum of Cumulative
Preferred Shares for the election of directors; provided,
however, that the holders of a majority of the voting power of
the Cumulative Preferred Shares present in person or by proxy
shall have the power to adjourn such meeting for the election
of directors from time to time without notice other than
announcement at the meeting.

Whenever the Cumulative Preferred Shares shall be entitled to
elect directors, any holder of record of Cumulative Preferred
Shares shall have the right, during regular business hours, in
person or by a duly authorized representative, to examine the
Corporation's stock records of Cumulative Preferred Shares for
the purpose of communicating with other holders of such shares
with respect to the exercise of such right of election and to
make a list of such holders.

Whenever the Cumulative Preferred Shares shall be divested of
such voting right, and a request to such effect signed by any
holder of record of any other class of shares then entitled to
vote for the election of directors shall be delivered to the
Corporation at its principal office not less than one hundred
twenty (120) days prior to the date for the annual meeting
next following the date of such divesting, the President of
the Corporation shall call a special meeting of the holders of
the shares then entitled to vote for directors to be held
within sixty (60) days after the receipt of such request for
the purpose of electing a new Board of Directors to serve
until the next annual meeting or until their respective
successors shall be elected and shall qualify. The term of
office of all directors of the Corporation shall terminate at
the time of any such special meeting or adjournment thereof at
which a quorum of the holders of shares then entitled to vote
for directors shall be present in person or by proxy,
notwithstanding that the term for which such directors had
been elected shall not have expired.

If, during any interval between annual meetings of
shareholders for the election of directors and while the
Cumulative Preferred Shares shall be entitled to elect
directors, the number of directors in office who have been
elected by the holders of the Cumulative Preferred Shares or
by the Common Shares, as the case may be, shall by reason of
resignation, death or removal, be less than the total number
of directors subject to election by the holders of shares of
such class, (a) the vacancy or vacancies shall be filled by a
majority vote of the remaining directors then in office who
were elected by such class or who succeeded directors so
elected, although such majority be less than a quorum (or by
the remaining such director, if only one), and (b) if any
vacancy which occurred more than six months prior to the date
for the next ensuing annual meeting is not so filled within
forty (40) days after the occurrence thereof, the President of
the Corporation shall call a special meeting of the holders of
the shares of such class and such vacancy shall be filled at
such special meeting.

10. Redemption of Cumulative Preferred Shares. Subject to the
express terms of each series, redemption of Cumulative
Preferred Shares may be effected as provided in this Division
10 at any time or from time to time by paying in cash the
redemption price of the shares of the particular series, fixed
therefor as herein provided, together with a sum in the case
of each share of each series so to be redeemed, computed at
the annual dividend rate for the series of which that share is
a part, from the date from which dividends on such share
become cumulative to the date fixed for such redemption, less
the aggregate of the dividends theretofore and on such
redemption date paid thereon. Notice of such redemption shall
be given, not less than thirty (30) nor more than sixty (60)
days prior to the date fixed for such redemption, by mail to
each holder of record of such shares at such holder's address
on the books of the Corporation on the record date fixed for
the purpose by the Board of Directors.

In case of the redemption of a part only of the shares of such
series, the shares to be redeemed shall be selected by lot or
by such other manner of random selection as the Board of
Directors shall approve.

If notice of redemption shall have been duly given, and if on
the redemption date specified in such notice all funds
necessary for such redemption shall have been set aside by the
Corporation, separate and apart from its other funds, in trust
for the holders of the shares to be redeemed, so as to be and
continue to be available therefor, then, notwithstanding that
any certificate for such shares shall not have been
surrendered for cancellation, from and after the date fixed
for redemption the shares so to be redeemed shall no longer be
deemed to be outstanding, and all rights with respect to such
shares shall forthwith terminate, except only the right of the
holders thereof to receive on and after the date fixed for
redemption, out of the funds so set aside in trust, the amount
payable upon redemption, without interest. The Corporation
may, after giving notice as provided above, or after giving to
the bank or trust company hereinafter referred to irrevocable
authorization to mail such notice, and at any time prior to
the redemption date specified in such notice, deposit in trust
for the account of the holders of the shares to be redeemed,
so as to be and continue to be available therefor, with
directions to pay to the holders of the shares to be redeemed
the amounts payable upon such redemption upon surrender of the
certificate or certificates for shares held by such holders,
funds necessary for such redemption with a bank or trust
company having capital, surplus and undivided profits
aggregating at least $5,000,000, designated in such notice,
and, upon such deposit in trust, all shares with respect to
which such deposit shall have been made shall no longer be
deemed to be outstanding, and all rights with respect to such
shares shall forthwith cease and terminate, except only the
right of the holders thereof to receive at any time from and
after the date of such deposit, the amount payable upon
redemption thereof, without interest.

Any monies deposited in trust by the Corporation pursuant to
this Division 10 which remain unclaimed at the end of seven
years from the date fixed for redemption shall be repaid upon
its request, expressed in a resolution of its Board of
Directors, to the Corporation, and thereafter, the holders of
shares so called for redemption shall be deemed unsecured
creditors of the Corporation, entitled to look only to the
Corporation for payment of an amount equal to the sum payable
on redemption, without interest.

ARTICLE V: Effect of Amended Articles

These Amended Articles of Incorporation supersede and take the
place of all prior articles of incorporation of the Corporation and
any and all amendments thereto.

CERTIFICATE OF AMENDMENT

TO ARTICLES OF INCORPORATION OF

COLUMBUS SOUTHERN POWER COMPANY

BY THE BOARD OF DIRECTORS

The undersigned, Vice President and Assistant Secretary of
Columbus Southern Power Company, an Ohio corporation with its
principal office located in Columbus, Ohio, do hereby certify that
a meeting of the Board of Directors of said corporation was duly
called and held on the 19th day of November, 1990, at which meeting
a quorum of such Directors was present, and that at such meeting
the following Resolution of Amendment to Articles of Incorporation
was duly adopted under authority of subdivision (B)(1) of Ohio
Revised Code Section 1701.70:

RESOLVED, that the Amended Articles of Incorporation of
Columbus Southern Power Company, dated and filed in the office
of the Secretary of State of the State of Ohio on November 14,
1990, be amended by adding at the end of Article IV thereof,
the following new Divisions 11 and 12:

11. Subject to and in accordance with the provi-
sions of this Article IV, there is hereby created a
series of Cumulative Preferred Shares of the par value of
$100 per share which shall be designated "Cumulative
Preferred Shares, 9.50% Series" and shall consist of a
maximum of 750,000 Cumulative Preferred Shares of such
series. Shares of such series redeemed or otherwise
acquired by the Corporation shall be retired and shall
thereafter be authorized and unissued shares of
Cumulative Preferred Shares, with a par value of $100 per
share, without designation as to series.

12. The preferences, rights, restrictions or
qualifications and the description and terms of the
Cumulative Preferred Shares, 9.50% Series, in respects in
which the shares of such series vary from shares of other
series of the Cumulative Preferred Shares, $100 par
value, shall be as follows:

(i) The annual dividend rate for such
series shall be 9.50% per share per annum, which
dividend shall be calculated, per share, at such
percentage multiplied by $100, payable quarterly on
the first days of February, May, August and
November in each year with respect to the quarterly
period ending on the day preceding each such
respective payment date, and the date from which
dividends shall be cumulative on all shares of such
series issued prior to the record date for the
dividend payable February 1, 1991 shall be the date
of initial issuance of shares of such series.

(ii) Shares of such series may be redeemed
by the Corporation, at its option, by action of the
Board of Directors, at an optional redemption price
of $109.50 per share if redeemed on or prior to
October 31, 1995 and thereafter at the following
optional redemption prices:

If Redeemed Optional
During 12 Months Redemption
Period Ending Price
October 31 Per Share

1996 . . . . . . . . . . . . . . . . . . $106.33
1997 . . . . . . . . . . . . . . . . . . 105.70
1998 . . . . . . . . . . . . . . . . . . 105.07
1999 . . . . . . . . . . . . . . . . . . 104.43
2000 . . . . . . . . . . . . . . . . . . 103.80
2001 . . . . . . . . . . . . . . . . . . 103.17
2002 . . . . . . . . . . . . . . . . . . 102.53
2003 . . . . . . . . . . . . . . . . . . 101.90
2004 . . . . . . . . . . . . . . . . . . 101.27
2005 . . . . . . . . . . . . . . . . . . 100.63

and $100 per share, if redeemed on November 1, 2005
or thereafter; provided, however, that no share of
such series shall be redeemed prior to November 1,
1995, if such redemption is for the purpose or in
anticipation of refunding such share, directly or
indirectly, through the incurring of debt, or
through the issuance of shares of capital stock
ranking equally with or prior to the Cumulative
Preferred Shares as to dividends or assets, if such
debt has an effective interest cost to the
Corporation (computed in accordance with generally
accepted financial practice), or such shares of
capital stock have an effective dividend cost to
the Corporation (so computed), of less than 9.58%
per annum.

(iii) The preferential amounts to which the
holders of shares of such series shall be entitled
upon any voluntary liquidation, dissolution or
winding up of the affairs of the Corporation shall
be the then applicable optional redemption price
per share, as set forth in clause (ii) of this
Division 12, and in the event of any involuntary
liquidation, dissolution or winding up of the
affairs of the Corporation, shall be $100 per
share.

(2) The Corporation shall have the non-
cumulative option, on any sinking fund date as
provided in clause (iv)(1) of this Division 12, to
redeem at the sinking fund redemption price of $100
per share an additional number of shares equal to -
not more than 5% of the total number of shares
initially classified in Division 11 hereof. No
redemption made pursuant to this clause (iv)(2)
shall be deemed to fulfill any sinking fund
requirement established pursuant to clause (iv)(1).

(3) The Corporation shall be entitled, at
its election, to credit against any sinking fund
requirement due on February 1 of any year pursuant
to clause (iv)(1) of this Division 12 shares of
such series theretofore purchased or otherwise
acquired by the Corporation and not previously
credited against any such sinking fund requirement.

(v) The shares of such series shall not
have any rights to convert the same into and/or
purchase shares of any other series or class or
other securities, or any special rights other than
those specified herein.

FURTHER RESOLVED, that a certificate signed by the
Chairman of the Board, the President, or a Vice President
and the Secretary or an Assistant Secretary of the
Corporation, containing a copy of this resolution and a
statement of the manner of its adoption, be filed in the
Office of the Secretary of State of the State of Ohio.

IN WITNESS WHEREOF, the undersigned Vice President and
Assistant Secretary of Columbus Southern Power Company, acting for
and on behalf of said corporation, have hereunto subscribed their
names and caused the seal of said corporation to be hereunto
affixed this 19th day of November, 1990.

COLUMBUS SOUTHERN POWER COMPANY

By__/s/ G. P. MALONEY__________
Vice President

By__/s/ JEFFREY D. CROSS_______
Assistant Secretary

CERTIFICATE OF AMENDMENT

TO AMENDED ARTICLES OF INCORPORATION OF

COLUMBUS SOUTHERN POWER COMPANY

BY THE BOARD OF DIRECTORS

The undersigned, Vice President and Assistant Secretary, of
Columbus Southern Power Company, an Ohio corporation, with its
principal office located in Columbus, Ohio, do hereby certify that
a meeting of the Board of Directors of said corporation was duly
called and held on the 6th day of March, 1992, at which meeting a
quorum of such Directors was present, and that at such meeting the
following Resolution of Amendment to Amended Articles of
Incorporation was duly adopted under authority of subdivision
(B)(1) of Ohio Revised Code Section 1701.70:

RESOLVED, that the Amended Articles of Incorporation of
Columbus Southern Power Company, dated and filed in the
office of the Secretary of State of the State of Ohio on
November 14, 1990, subsequently as amended, be further amended
by adding at the end of Article IV thereof, the following new
Divisions 13 and 14:

13. Subject to and in accordance with the
provisions of this Article IV, there is hereby created a
series of Cumulative Preferred Shares of the par value of
$100 per share which shall be designated "Cumulative
Preferred Shares, 7-7/8% Series" and shall consist of a
maximum of 500,000 Cumulative Preferred Shares of such
series. Shares of such series redeemed or otherwise
acquired by the Corporation shall be retired and shall
thereafter be authorized and unissued shares of
Cumulative Preferred Shares, with a par value of $100 per
share, without designation as to series.

14. The preferences, rights, restrictions or
qualifications and the description and terms of the
Cumulative Preferred Shares, 7-7/8% Series, in the
respects in which the shares of such series vary from
shares of other series of the Cumulative Preferred
Shares, $100 par value, shall be as follows:

(i) The annual dividend rate for such
series shall be 7-7/8% per share, per annum, which
dividend shall be calculated, per share, at such
percentage multiplied by $100, payable quarterly on
the first days of February, May, August and
November in each year with respect to the quarterly
period ending on the day preceding each such
respective payment date, and the date from which
dividends shall be cumulative on all shares of such
series issued prior to the record date for the
dividend payable May 1, 1992 shall be the date of
initial issuance of shares of such series.

(ii) Shares of such series may be redeemed
in whole or in part at any time by the Corporation,
at its option, by action of the Board of Directors,
at an optional redemption price of $107.88 per
share if redeemed on or prior to February 28, 1997
and thereafter at the following optional redemption
prices:

Optional
Redemption
Price
Redemption Date (Dates Inclusive) Per Share

March 1, 1997 to February 28, 1998 . . . . . . . . . . $105.25
March 1, 1998 to February 28, 1999 . . . . . . . . . . 104.73
March 1, 1999 to February 29, 2000 . . . . . . . . . . 104.20
March 1, 2000 to February 28, 2001 . . . . . . . . . . 103.68
March 1, 2001 to February 28, 2002 . . . . . . . . . . 103.15
March 1, 2002 to February 28, 2003 . . . . . . . . . . 102.63
March 1, 2003 to February 29, 2004 . . . . . . . . . . 102.10
March 1, 2004 to February 28, 2005 . . . . . . . . . . 101.58
March 1, 2005 to February 28, 2006 . . . . . . . . . . 101.05
March 1, 2006 to February 28, 2007 . . . . . . . . . . 100.53

and $100 per share, if redeemed on March 1, 2007 or
thereafter; provided, however, that no share of such
series shall be redeemed prior to March 1, 1997, if such
redemption is for the purpose or in anticipation of
refunding such share, directly or indirectly, through the
incurring of debt, or through the issuance of shares of
capital stock ranking equally with or prior to the
Cumulative Preferred Shares as to dividends or assets, if
such debt has an effective interest cost to the
Corporation (computed in accordance with generally
accepted financial practice), or such shares of capital
stock have an effective dividend cost to the Corporation
(so computed), of less than 7.95% per annum.

(iii) The preferential amounts to which the
holders of shares of such series shall be entitled
upon any voluntary liquidation, dissolution or
winding up of the affairs of the Corporation shall
be the then applicable optional redemption price
per share, as set forth in clause (ii) of this
Division 14, and in the event of any involuntary
liquidation, dissolution or winding up of the
affairs of the Corporation, $100 per share.

(iv)(1) A sinking fund shall be established
for the retirement of the shares of such series.
So long as there shall remain outstanding any
shares of such series, the Corporation shall, to
the extent permitted by law on May 1 in each year
commencing with the year 1998, redeem as and for a
sinking fund requirement, out of funds legally
available therefor, a number of shares equal to 5%
of the total number of shares initially classified
in Division 13 hereof, at a redemption price of
$100 per share plus accrued unpaid dividends to the
date of redemption. The sinking fund requirements
shall be cumulative so that if on any such May 1
the sinking fund requirement shall not have been
met, then such sinking fund requirement, to the
extent not met, shall become an additional sinking
fund requirement for the next succeeding May 1 on
which such redemption may be effected.

(2) The Corporation shall have the non-
cumulative option, on any sinking fund date as
provided in clause (iv)(1) of this Division 14, to
redeem at the sinking fund redemption price of $100
per share an additional number of shares equal to
not more than 5% of the total number of shares
initially classified in Division 13 hereof. No
redemption made pursuant to this clause (iv)(2)
shall be deemed to fulfill any sinking fund
requirement established pursuant to clause (iv)(1).

(3) The Corporation shall be entitled, at
its election, to credit against any sinking fund
requirement due on May 1 of any year pursuant to
clause (iv)(1) of this Division 14 shares of such
series theretofore purchased or otherwise acquired
by the Corporation and not previously credited
against any such sinking fund requirement.

FURTHER RESOLVED, that a certificate signed by the
Chairman of the Board, the President, or a Vice President and
the Secretary or an Assistant Secretary of the Corporation,
containing a copy of this resolution and a statement of the
manner of its adoption, be filed in the Office of the
Secretary of State of the State of Ohio.

COLUMBUS SOUTHERN POWER COMPANY

By__/s/ G. P. MALONEY__________
Vice President

By__/s/ JEFFREY D. CROSS_______
Assistant Secretary

<PAGE>
EXHIBIT 4(b)

CERTIFICATE OF AMENDMENT

TO AMENDED ARTICLES OF INCORPORATION OF

COLUMBUS SOUTHERN POWER COMPANY

BY THE BOARD OF DIRECTORS

The undersigned, Vice President and Assistant Secretary, of
Columbus Southern Power Company, an Ohio corporation, with its
principal office located in Columbus, Ohio, do hereby certify that
a meeting of the Board of Directors of said corporation was duly
called and held on the ______ day of __________, 1994, at which
meeting a quorum of such Directors was present, and that at such
meeting the following Resolution of Amendment to Amended Articles
of Incorporation, as amended, was duly adopted under authority of
subdivision (B)(l) of Ohio Revised Code Section 1701.70:

RESOLVED, that the Amended Articles of Incorporation of
Columbus Southern Power Company, dated and filed in the
office of the Secretary of State of the State of Ohio on
November 14, 1990, subsequently as amended, be further amended
by adding at the end of Article IV thereof, the following new
Divisions 15 and 16:

15. Subject to and in accordance with the
provisions of this Article IV, there is hereby created a
series of Cumulative Preferred Shares of the par value of
$100 per share which shall be designated "Cumulative
Preferred Shares, ______% Series" and shall consist of a
maximum of 250,000 Cumulative Preferred Shares of such
series. Shares of such series redeemed or otherwise
acquired by the Corporation shall be retired and shall
thereafter be authorized and unissued shares of
Cumulative Preferred Shares, with a par value of $100 per
share, without designation as to series.

16. The preferences, rights, restrictions or
qualifications and the description and terms of the
Cumulative Preferred Shares, ______% Series, in the
respects in which the shares of such series vary from
shares of other series of the Cumulative Preferred
Shares, $100 par value, shall be as follows:

(i) The annual dividend rate for such series
shall be ______% per share per annum, which dividend
shall be calculated, per share, at such percentage
multiplied by $100, payable quarterly on the first days
of February, May, August and November in each year with
respect to the quarterly period ending on the day
preceding each such respective payment date, and the date
from which dividends shall be cumulative on all shares of
such series issued prior to the record date for the
dividend payable August 1, 1994 shall be the date of
original issue of shares of such series.

(ii) Shares of such series shall not be subject to
redemption prior to August 1, 2004; the redemption price
for shares of such series shall be $100 per share on or
after August 1, 2004, plus an amount equal to accrued and
unpaid dividends to the date of redemption.

(iii) The preferential amounts to which the holders
of shares of such series shall be entitled upon any
voluntary or involuntary liquidation, dissolution or
winding up of the Corporation shall be $100 per share
plus an amount equal to accrued and unpaid dividends.

(iv)(1) A sinking fund shall be established for
the retirement of the shares of such series. So long as
there shall remain outstanding any shares of such series,
the Corporation shall, to the extent permitted by law on
August 1, 2004, and on each August 1 thereafter to and
including August 1, 2008, redeem as and for a sinking
fund requirement, out of funds legally available
therefor, a number of shares equal to 5% of the total
number of shares initially classified in Division 15
hereof, at a sinking fund redemption price of $100 per
share plus accrued and unpaid dividends to the date of
redemption. The remaining shares of such series
outstanding on August 1, 2009 will be redeemed as a final
sinking fund requirement, to the extent permitted by law,
out of funds legally available therefor, on such date at
a sinking fund redemption price of $100 per share plus
accrued and unpaid dividends to the date of redemption.
The sinking fund requirements shall be cumulative so that
if on any such August 1 the sinking fund requirement
shall not have been met, then such sinking fund
requirement, to the extent not met, shall become an
additional sinking fund requirement for the next
succeeding August 1 on which such redemption may be
effected.

(2) The Corporation shall be entitled, at
its election, to credit against the sinking fund
requirement due on August 1 of any year pursuant to
clause (iv)(1) of this Division 16, shares of such series
theretofore purchased or otherwise acquired by the
Corporation and not previously credited against any such
sinking fund requirement.

(v) The shares of such series shall not have any
rights to convert the same into and/or purchase shares of
any other series or class or other securities, or any
special rights other than those specified herein.

FURTHER RESOLVED, that a certificate signed by the
Chairman of the Board, the President, or a Vice President and
the Secretary or an Assistant Secretary of the Corporation,
containing a copy of this resolution and a statement of the
manner of its adoption, be filed in the Office of the
Secretary of State of the State of Ohio.

COLUMBUS SOUTHERN POWER COMPANY

By________________________________
Vice President

By________________________________
Assistant Secretary

cspcocps.94\artamend.s-3

<PAGE>
Exhibit 5

April 29, 1994

Columbus Southern Power Company
215 North Front Street
Columbus, Ohio 43215

Dear Sirs:

With respect to the Registration Statement on Form S-3
(the "Registration Statement") of Columbus Southern Power Company
(the "Company"), relating to the issuance and sale of up to
$25,000,000 aggregate par value of Cumulative Preferred Shares of
the Company (the "Preferred Shares"), we wish to advise you as
follows:

We are of the opinion that when the steps mentioned in
the next paragraph have been taken, the Preferred Shares will be
legally issued, fully paid and non-assessable.

The steps to be taken which are referred to in the next
preceding paragraph consist of the following:

(1) Appropriate definitive action by the Board of
Directors of the Company with respect to the
proposed transactions set forth in the
Registration Statement;

(2) Appropriate action by and before The Public
Utilities Commission of Ohio and the Securities
and Exchange Commission in respect to the proposed
transactions set forth in the Registration
Statement;

(3) Compliance with the Securities Act of 1933, as
amended;

(4) Appropriate corporate approvals and execution and
filing of a Certificate of Amendment to the
Amended Articles of Incorporation of the Company
creating the terms and provisions of the Preferred
Shares and the filing of a copy thereof with the
Secretary of State of Ohio; and
<PAGE>
Columbus Southern
Power Company -2- April 29, 1994

(5) Issuance and sale of the Preferred Shares in
accordance with the governmental and corporate
authorizations aforesaid.

Insofar as this opinion relates to matters governed by
laws of the State of Ohio, this firm has consulted and may
consult further with local counsel in which this firm has
confidence and will rely, as to such matters, upon such opinions
or advice of such counsel which will be delivered to this firm
prior to the closing of the sale of the Preferred Shares.

We consent to filing of this opinion as an exhibit to
the Registration Statement and to the use of our name and the
inclusion of the statements in regard to us set forth in the
Registration Statement under the caption "Legal Opinions".

Very truly yours,

/s/ Simpson Thacher & Bartlett

SIMPSON THACHER & BARTLETT

cspcocps.94\stbopin.s-3

<PAGE>
<TABLE>
EXHIBIT 12
COLUMBUS SOUTHERN POWER COMPANY
Computation of Consolidated Ratios of Earnings to Fixed Charges and
Preferred Stock Dividend Requirements Combined
(in thousands except ratio data)
<CAPTION>

Year Ended December 31,
1989 1990 1991 1992 1993
<S> <C> <C> <C> <C> <C>
Fixed Charges:
Interest on First Mortgage Bonds. . . . . . . . . $ 75,323 $ 76,181 $ 80,245 $ 75,866 $ 74,119
Interest on Other Long-term Debt. . . . . . . . . 12,079 12,276 11,489 11,430 10,436
Interest on Short-term Debt . . . . . . . . . . . 2,476 7,539 3,665 3,282 1,305
Miscellaneous Interest Charges. . . . . . . . . . 2,216 2,361 2,663 3,158 4,036
Estimated Interest Element in Lease Rentals . . . 3,700 4,900 5,600 4,100 3,700
Total Fixed Charges. . . . . . . . . . . . . 95,794 103,257 103,662 97,836 93,596
Preferred Stock Dividend Requirements (a) . . . . 14,375 5,246 7,239 13,889 11,062
Total Fixed Charges and Preferred Stock
Dividend Requirements Combined . . . . . . $110,169 $108,503 $110,901 $111,725 $104,658

Earnings:
Net Income. . . . . . . . . . . . . . . . . . . . $113,376 $ 96,000 $ 66,979 $ 76,244 $(55,898)(b)
Plus Federal Income Taxes . . . . . . . . . . . . 24,273 6,178 1,074 27,389 34,154
Plus State Income Taxes . . . . . . . . . . . . . 2 2 1 - -
Plus Fixed Charges (as above) . . . . . . . . . . 95,794 103,257 103,662 97,836 93,596
Total Earnings . . . . . . . . . . . . . . . $233,445 $205,437 $171,716 $201,469 $ 71,852

Ratio of Earnings to Fixed Charges and Preferred
Stock Dividend Requirements . . . . . . . . . . . 2.11 1.89 1.54 1.80 0.68

<FN>
(a) Represents Preferred Dividend requirements less the effect of Preferred Dividend deduction for
Federal income tax purposes ($624,000 and $326,000 for the years ended December 31, 1989 and December
31, 1990, respectively and none for the years ended December 31, 1991 through December 31, 1993)
multiplied by the ratio of Income before income taxes to Net Income with the Preferred Dividend
deduction added to the result of the calculation.
(b) Ratio includes the effect of the Loss from Zimmer Plant Disallowance of $144,533,000 (net of
applicable income taxes of $14,534,000). As a result, earnings for the twelve months ended December
31, 1993 were inadequate to cover fixed charges and preferred stock dividend requirements combined by
$32,806,000. If the effect of the Loss from Zimmer Plant Disallowance were excluded, the ratio would
be 2.08 for the twelve months ended December 31, 1993.
</TABLE>

<PAGE>

Exhibit 23(a)

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this
Registration Statement of Columbus Southern Power Company on Form
S-3 of our reports dated February 22, 1994, appearing in and
incorporated by reference in the Annual Report on Form 10-K of
Columbus Southern Power Company for the year ended December 31,
1993 and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.

/s/ Deloitte & Touche

Deloitte & Touche
Columbus, Ohio
April 29, 1994

<PAGE>
EXHIBIT 24

COLUMBUS SOUTHERN POWER COMPANY

I, Jeffrey D. Cross, Assistant Secretary of COLUMBUS
SOUTHERN POWER COMPANY, HEREBY CERTIFY that the following constitutes
a true and exact copy of the resolutions duly adopted by the
affirmative vote of a majority of the Board of Directors of said
Company at a meeting of said Board duly and legally held on March
31, 1994, at which meeting a quorum of the Board of Directors of said
Company was present and voting throughout. I further certify that
said resolutions have not been altered, amended or rescinded, and
that they are presently in full force and effect.
GIVEN under my hand this 29th of April, 1994.

_/s/ Jeffrey D. Cross____
Assistant Secretary

<PAGE>
EXHIBIT 24

COLUMBUS SOUTHERN POWER COMPANY
March 31, 1994

The Chairman outlined a proposed financing program
involving the issuance and sale, either at competitive bidding or
through a negotiated public offering with one or more agents or
underwriters, of up to $100,000,000 aggregate par value of Cumulative
Preferred Stock, in one or more new series, with a par value of $25
or $100 per share. The Chairman then stated that, if the officers
of the Company deemed it necessary or desirable, a cumulative sinking
fund would be established to retire annually a number of shares of
such series equal to a percentage of the number of shares of such
series initially issued at a price to be determined.

The Chairman stated that it was proposed that the proceeds
to be received in connection with the proposed sale of Cumulative
Preferred Stock would be used to refund directly or indirectly
cumulative preferred stock or for other corporate purposes.

Thereupon, on motion duly made and seconded, it was
unanimously

RESOLVED, that the proposed financing program of this
Company, as outlined at this meeting, be, and the same
hereby is, in all respects ratified, confirmed and
approved; and further

RESOLVED, that the proper officers of this Company
be, and they hereby are, authorized to take all steps
necessary, or in their opinion desirable, to carry out the
financing program outlined at this meeting.

The Chairman then stated that, in connection with the
proposed financing program, it had been necessary to file an
application with The Public Utilities Commission of Ohio and an
Application or Declaration on Form U-1, with the Securities and
Exchange Commission pursuant to the applicable provisions of the
Public Utility Holding Company Act of 1935. The Chairman also stated
that it would be necessary to file one or more Registration
Statements pursuant to the applicable provisions of the Securities
Act of 1933, as amended.

Thereupon, on motion duly made and seconded, it was
unanimously

RESOLVED, that in connection with the proposed
financing program approved at this meeting, the actions
taken by the officers of this Company in connection with
the execution and filing on behalf of the Company of an
application with The Public Utilities Commission of Ohio
and an Application or Declaration on Form U-1 with the
Securities and Exchange Commission pursuant to the
applicable provisions of the Public Utility Holding
Company Act of 1935 be, and they hereby are, ratified,
confirmed and approved in all respects; and further

RESOLVED, that the proper officers of this Company
be, and they hereby are, authorized to execute and file
with the Securities and Exchange Commission on behalf of
the Company one or more Registration Statements pursuant
to the applicable provisions of the Securities Act of
1933, as amended; and further

RESOLVED, that the proper officers of this Company
be, and they hereby are, authorized and directed to take
any and all further action in connection therewith,
including the execution and filing of such amendment or
amendments, supplement or supplements and exhibit or
exhibits thereto as the officers of this Company may deem
necessary or desirable.

The Chairman further stated that, in connection with the
filing with the Securities and Exchange Commission of one or more
Registration Statements relating to the proposed issuance and sale
of up to $100,000,000 aggregate par value of Cumulative Preferred
Stock, there was to be filed with the Commission a Power of Attorney,
dated March 31, 1994, executed by the officers and directors of this
Company appointing true and lawful attorneys to act in connection
with the filing of such Registration Statement(s) and any and all
amendments thereto.

Thereupon, on motion duly made and seconded, the following
preambles and resolutions were unanimously adopted:

WHEREAS, Columbus Southern Power Company proposes to
file with the Securities and Exchange Commission one or
more Registration Statements for the registration pursuant
to the applicable provisions of the Securities Act of
1933, as amended, of up to $100,000,000 aggregate par
value of Cumulative Preferred Stock, in one or more new
series, with a par value of $25 or $100 per share; and

WHEREAS, in connection with said Registration
Statement(s), there is to be filed with the Securities and
Exchange Commission a Power of Attorney, dated March 31,
1994, executed by certain of the officers and directors
of this Company appointing E. Linn Draper, Jr., G. P.
Maloney, Bruce M. Barber and Armando A. Pena, or any one
of them, their true and lawful attorneys, with the powers
and authority set forth in said Power of Attorney;

NOW, THEREFORE, BE IT

RESOLVED, that each and every one of said officers
and directors be, and they hereby are, authorized to
execute said Power of Attorney; and further

RESOLVED, that any and all action hereafter taken by
any of said named attorneys under said Power of Attorney
be, and the same hereby is, ratified and confirmed and
that said attorneys shall have all the powers conferred
upon them and each of them by said Power of Attorney; and
further

RESOLVED, that said Registration Statement(s) and any
amendments thereto, hereafter executed by any of said
attorneys under said Power of Attorney be, and the same
hereby are, ratified and confirmed as legally binding upon
this Company to the same extent as if the same were
executed by each said officer and director of this Company
personally and not by any of said attorneys.

The Chairman thereupon stated to the meeting that it was
proposed to designate independent counsel for the successful bidder
or bidders and/or agents of the Company for the new series of
Cumulative Preferred Stock proposed to be issued and sold in
connection with the proposed financing program of the Company.

Thereupon, on motion duly made and seconded, it was
unanimously

RESOLVED, that Messrs. Winthrop, Stimson, Putnam &
Roberts be, and said firm hereby is, designated as
independent counsel for the successful bidder or bidders
and/or agents of the Company for the new series of
Cumulative Preferred Stock of this Company proposed to be
issued and sold in connection with the proposed financing
program of this Company.

<PAGE>
EXHIBIT 24

COLUMBUS SOUTHERN POWER COMPANY
POWER OF ATTORNEY

Each of the undersigned directors or officers of COLUMBUS
SOUTHERN POWER COMPANY, an Ohio corporation, which is to file with
the Securities and Exchange Commission, Washington, D.C. 20549, under
the provisions of the Securities Act of 1933, as amended, one or more
Registration Statements for the registration thereunder of up to
$100,000,000 aggregate par value of Cumulative Preferred Stock, in
one or more new series, with a par value of $25 or $100 per share,
does hereby appoint E. LINN DRAPER, JR., G. P. MALONEY, BRUCE M.
BARBER and ARMANDO A. PENA his true and lawful attorneys, and each
of them his true and lawful attorney, with power to act without the
others, and with full power of substitution or resubstitution, to
execute for him and in his name said Registration Statement(s) and
any and all amendments thereto, whether said amendments add to,
delete from or otherwise alter the Registration Statement(s) or the
related Prospectus(es) included therein, or add or withdraw any
exhibits or schedules to be filed therewith and any and all
instruments necessary or incidental in connection therewith, hereby
granting unto said attorneys and each of them full power and
authority to do and perform in the name and on behalf of each of the
undersigned, and in any and all capacities, every act and thing
whatsoever required or necessary to be done in and about the
premises, as fully and to all intents and purposes as each of the
undersigned might or could do in person, hereby ratifying and
approving the acts of said attorneys and each of them.

IN WITNESS WHEREOF the undersigned have hereunto set their
hands and seals this 31st day of March, 1994.

/s/ E. Linn Draper, Jr._____ /s/ Henry Fayne_____________
E. Linn Draper, Jr. L.S. Henry Fayne L.S.

/s/ P. J. DeMaria___________ /s/ Wm. J. Lhota____________
P. J. DeMaria L.S. Wm. J. Lhota L.S.

/s/ A. Joseph Dowd__________ /s/ G. P. Maloney___________
A. Joseph Dowd L.S. G. P. Maloney L.S.

/s/ C. A. Erikson___________ /s/ James J. Markowsky______
C. A. Erikson L.S. James J. Markowsky L.S.