COLUMBUS SOUTHERN POWER CO /OH/
35-CERT/A, 1996-04-26
ELECTRIC SERVICES
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<PAGE>


         Conesville Coal
         Preparation Company

         1995 Annual Report








<PAGE>


                     CONESVILLE COAL PREPARATION COMPANY
                                                                          Page
                                   CONTENTS


Statements of Income and Statements of Retained Earnings    .    .    .     1

Balance Sheets .    .    .    .    .    .    .    .    .    .    .    .     2

Statements of Cash Flows .    .    .    .    .    .    .    .    .    .     3

Notes to Financial Statements .    .    .    .    .    .    .    .    .   4-8
<PAGE>
<TABLE>
                             CONESVILLE COAL PREPARATION COMPANY
                                    STATEMENTS OF INCOME
                                         (UNAUDITED)
                                                                                      
<CAPTION>
                                                           Year Ended December 31,    
                                                        1995        1994         1993
                                                               (in thousands)
<S>                                                    <C>         <C>          <C>
OPERATING REVENUES - Services to Parent Company. . . . $8,812      $9,093       $9,371

OPERATING EXPENSES . . . . . . . . . . . . . . . . . .  8,715       9,008        9,303

OPERATING INCOME . . . . . . . . . . . . . . . . . . .     97          85           68

NONOPERATING INCOME (LOSS) . . . . . . . . . . . . . .     (1)         11            8 

INCOME BEFORE INTEREST CHARGES . . . . . . . . . . . .     96          96           76

INTEREST CHARGES . . . . . . . . . . . . . . . . . . .   -              1            1 

INCOME BEFORE FEDERAL INCOME TAXES . . . . . . . . . .     96          95           75 

FEDERAL INCOME TAXES . . . . . . . . . . . . . . . . .     26          25            5 
 
NET INCOME . . . . . . . . . . . . . . . . . . . . . . $   70      $   70       $   70

</TABLE>
<PAGE>
<TABLE>
                      STATEMENTS OF RETAINED EARNINGS
                               (UNAUDITED)
<CAPTION>                                                                                      

                                                           Year Ended December 31,    
                                                        1995        1994         1993
                                                               (in thousands)
<S>                                                      <C>         <C>          <C>
RETAINED EARNINGS JANUARY 1. . . . . . . . . . . . . .   $610        $540         $470

NET INCOME . . . . . . . . . . . . . . . . . . . . . .     70          70           70

RETAINED EARNINGS DECEMBER 31. . . . . . . . . . . . .   $680        $610         $540   

See Notes to Financial Statements.

</TABLE>

<PAGE>
<TABLE>
                                            


                     CONESVILLE COAL PREPARATION COMPANY
                               BALANCE SHEETS
                                (UNAUDITED)
                                                                                       
<CAPTION>
                                                                      December 31,    
                                                                    1995         1994
                                                                     (in thousands)
<S>                                                               <C>           <C>
ASSETS
MINING PLANT IN SERVICE . . . . . . . . . . . . . . . . . . . . . $  451        $  531

CURRENT ASSETS:
  Cash and Cash Equivalents . . . . . . . . . . . . . . . . . . .     18            40
  Accounts Receivable - Affiliated Companies. . . . . . . . . . .  2,601         2,609
  Materials and Supplies - at average cost. . . . . . . . . . . .    880           854
  Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     54            38
          TOTAL CURRENT ASSETS. . . . . . . . . . . . . . . . . .  3,553         3,541

DEFERRED FEDERAL INCOME TAXES . . . . . . . . . . . . . . . . . .    669           670

REGULATORY ASSETS . . . . . . . . . . . . . . . . . . . . . . . .    280           366

DEFERRED CHARGES. . . . . . . . . . . . . . . . . . . . . . . . .     47            24
            TOTAL . . . . . . . . . . . . . . . . . . . . . . . . $5,000        $5,132


CAPITALIZATION AND LIABILITIES

SHAREHOLDER'S EQUITY:
  Common Stock - Par Value $1,000:
    Authorized - 500 Shares
    Outstanding - 100 Shares. . . . . . . . . . . . . . . . . . .  $  100        $  100
  Paid-in Capital . . . . . . . . . . . . . . . . . . . . . . . .     400           400
  Retained Earnings . . . . . . . . . . . . . . . . . . . . . . .     680           610
          TOTAL SHAREHOLDER'S EQUITY. . . . . . . . . . . . . . .   1,180         1,110

OTHER NONCURRENT LIABILITIES. . . . . . . . . . . . . . . . . . .     921           818

CURRENT LIABILITIES:
  Accounts Payable - General. . . . . . . . . . . . . . . . . . .     208           199
  Accounts Payable - Affiliated Companies . . . . . . . . . . . .     134           131
  Accrued Rentals . . . . . . . . . . . . . . . . . . . . . . . .     867           906
  Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     270           311
          TOTAL CURRENT LIABILITIES . . . . . . . . . . . . . . .   1,479         1,547

DEFERRED GAIN ON SALE OF PLANT. . . . . . . . . . . . . . . . . .   1,420         1,657

COMMITMENTS AND CONTINGENCIES (Note 2)

            TOTAL . . . . . . . . . . . . . . . . . . . . . . . .  $5,000        $5,132

See Notes to Financial Statements.
</TABLE>

<PAGE>
<TABLE>

                           CONESVILLE COAL PREPARATION COMPANY
                                STATEMENTS OF CASH FLOWS
                                      (UNAUDITED)
                                                                                       
<CAPTION>
                                                           Year Ended December 31,     
                                                         1995       1994        1993
                                                               (in thousands)
<S>                                                     <C>        <C>          <C>
OPERATING ACTIVITIES:
  Net Income . . . . . . . . . . . . . . . . . . . . .  $ 70       $  70        $  70
  Adjustments for Noncash Items:
    Depreciation . . . . . . . . . . . . . . . . . . .    18          15           15
    Deferred Federal Income Taxes. . . . . . . . . . .    44          26           23
    Amortization of Deferred Gain on Sale of Plant . .  (237)       (236)        (237)
    Accrued Other Postretirement Benefits. . . . . . .   142         230          214
  Changes in Certain Current Assets 
    and Liabilities:
    Accounts Receivable. . . . . . . . . . . . . . . .     8          62         (538)
    Materials and Supplies . . . . . . . . . . . . . .   (26)         46          127 
    Accounts Payable . . . . . . . . . . . . . . . . .    12        (195)         326 
  Other (net). . . . . . . . . . . . . . . . . . . . .   (14)         14            4
        Net Cash Flows From Operating Activities . . .    17          32            4

INVESTING ACTIVITIES - Construction Expenditures . . .   (39)        -            -  
Net Increase (Decrease) in Cash and Cash Equivalents .   (22)         32            4
Cash and Cash Equivalents January 1. . . . . . . . . .    40           8            4 
Cash and Cash Equivalents December 31. . . . . . . . .  $ 18       $  40        $   8 


See Notes to Financial Statements.
</TABLE>

<PAGE>


                        CONESVILLE COAL PREPARATION COMPANY
                           NOTES TO FINANCIAL STATEMENTS
                                    (UNAUDITED)

                                                                             
          

1.  SIGNIFICANT ACCOUNTING POLICIES:

Organization  and  Regulation.    Conesville  Coal  Preparation  Company (the
Company  or  CCPC),  is  a wholly-owned subsidiary of Columbus Southern Power
Company  (CSPCo),  which  is a subsidiary of American Electric Power Company,
Inc. (AEP Co., Inc.), a public utility holding company.  The Company provides
coal  washing  services to CSPCo's Conesville generating plant.  Coal washing
prices  are  regulated  by the Securities and Exchange Commission (SEC) under
the  Public Utility Holding Company Act of 1935 (1935 Act).  Prices billed in
connection  with coal washing services are sufficient to recover expenses and
provide  for  a  return  on  CSPCo's  equity  investment  excluding  retained
earnings.

Basis of Accounting.  As a cost-based rate-regulated entity, CCPC's financial
statements  reflect  the  actions  of  regulators  that  may  result  in  the
recognition   of  revenues  and  expenses  in  different  time  periods  than
enterprises  that  are  not  rate regulated.  In accordance with Statement of
Financial  Accounting Standards (SFAS) No. 71,  Accounting for the Effects of
Certain  Types of Regulation,  regulatory assets and liabilities are recorded
to  reflect the economic effects of regulation.  Such deferrals are amortized
commensurate with their inclusion in billings to CSPCo.

Use of Estimates.    The  preparation  of  these  financial  statements  in
conformity  with generally accepted accounting principles requires in certain
instances  the  use  of  management s estimates.  Actual results could differ
from those estimates.

Coal Washing Agreement.  Pursuant to a coal washing agreement with CSPCo, the
Company  is  obligated to provide coal washing services to CSPCo and entitled
to receive payment for all costs incurred, even under circumstances when such
services  are  not  performed  due to a natural disaster, labor unrest or any
other  forced  or  voluntary  cessation  of  operations,  either temporary or
permanent.

Mining Plant.  Mining plant is stated at original cost and consists primarily
of assets under capital leases net of accumulated amortization.

Cash  and Cash Equivalents.  Cash and cash equivalents include temporary cash
investments with original maturities of three months or less.

Inventories.    Materials  and  supplies  inventories  are  stated  at  cost,
determined on a moving-average basis.

Income  Taxes.    The  Company follows the liability method of accounting for
income taxes as prescribed by SFAS 109,  Accounting for Income Taxes.   Under
the  liability  method,  deferred income taxes are provided for all temporary
differences  between  book cost and tax basis of assets and liabilities which
will  result  in  a future tax consequence.  Where the flow-through method of
accounting  for  temporary differences is reflected in the Company's billings
and  CSPCo's  fuel  rates,  regulatory assets and liabilities are recorded in
accordance with SFAS 71.

Reclassifications.    Certain  prior-period  amounts  were  reclassified  for
comparative purposes.

2.  COMMITMENTS AND CONTINGENCIES:

        Construction  expenditures  for  the  years  1996  through  1998 are
estimated  to  be  $208,000 and, in connection with the construction program,
commitments have been made.

        The Company is involved in a number of legal proceedings and claims.
While  management  is  unable to predict the outcome of litigation, it is not
expected  that  the  resolution of these matters will have a material adverse
effect on the results of operations or financial condition.

        The  Company  recovers  all  costs from CSPCo under the coal washing
agreement.

3.  OTHER RELATED-PARTY TRANSACTIONS:

        American Electric Power Service Corporation (AEPSC) provides certain
managerial  and professional services to AEP System companies including CCPC.
The costs of the services are billed by AEPSC on a direct-charge basis to the
extent  practicable  and on reasonable bases of proration for indirect costs.
The charges for services are made at cost and include no compensation for the
use of equity capital, which is furnished to AEPSC by AEP Co., Inc.  Billings
from  AEPSC  are  capitalized  or  expensed  depending  on  the nature of the
services  rendered.  AEPSC and its billings are subject to the regulations of
the SEC under the 1935 Act.

4.  BENEFIT PLANS:

United Mine Workers of America (UMWA) Pension Plans

        The  Company  provides  UMWA  pension  benefits  for  UMWA employees
meeting  eligibility  requirements.   Benefits are based on age at retirement
and years of service.  Contributions are based on the number of hours worked,
are  expensed  when paid and totaled $32,000 in 1995 and $31,000 in both 1994
and 1993.  As of June 30, 1995, the UMWA actuary estimates that the Company's
share of the UMWA pension plans unfunded vested liabilities was approximately
$515,000.    In  the  event  the  Company  ceases  or  significantly  reduces
operations  or  contributions  to  the  UMWA  pensions  plans,  a  withdrawal
obligation may be triggered for all or a portion of its share of the unfunded
vested liability. 

AEP System Pension Plan

        The  Company  participates  in  the  AEP  pension  plan, a trusteed,
noncontributory  defined  benefit  plan  covering  all  employees  meeting
eligibility  requirements,  except  participants  in  the UMWA pension plans.
Benefits  are  based on service years and compensation levels.  Pension costs
are allocated by first charging each System company with its service cost and
then  allocating the remaining pension cost in proportion to its share of the
projected  benefit  obligation.    The funding policy is to make annual trust
fund  contributions  equal to the net periodic pension cost up to the maximum
amount  deductible  for  federal  income taxes, but not less than the minimum
contribution  in  accordance with the Employee Retirement Income Security Act
of 1974.

    The  Company's  share of net pension cost of the AEP System pension plan
for the years ended December 31, 1995, 1994 and 1993 was $16,000, $25,000 and
$23,000, respectively.

AEP System Savings Plan

        An  employee  savings  plan  is  offered to non-UMWA employees which
allows  participants  to  contribute up to 17% of their salaries into various
investment  alternatives,  including AEP Co., Inc. common stock.  An employer
matching  contribution,  equaling  one-half of the employees' contribution to
the  plan up to a maximum of 3% of the employees' base salary, is invested in
AEP  Co.,  Inc.  common stock and totaled $15,000 in 1995 and $14,000 in both
1994 and 1993.

Postretirement Benefits Other Than Pensions

        Postretirement medical benefits for the Company s UMWA employees who
have  retired  or  will retire after January 1, 1976 are the liability of the
Company.  They are eligible for postretirement health care and life insurance
if  they  have  at  least  10  service  years  and  are  age 55 or older when
employment  terminates.   Non-active UMWA employees become eligible at age 55
if they have 20 service years.

        The  AEP  System  provides  certain  other  benefits  for  retired
employees.    Substantially  all  non-UMWA  employees  are  eligible  for
postretirement  health  care  and  life  insurance  if  they have at least 10
service years and are age 55 or older when employment terminates.
        SFAS  106,   Employers' Accounting for Postretirement Benefits Other
Than  Pensions,    was  adopted  in  January 1993 for the Company's aggregate
liability  for  postretirement benefits other than pensions (OPEB).  SFAS 106
requires the accrual during the employee s service years of the present value
liability  for OPEB costs.  Costs for the accumulated postretirement benefits
earned  and  not  recognized  at adoption are being recognized, in accordance
with  SFAS  106,  as  a  transition obligation over 20 years.  OPEB costs are
determined  by  the  application  of AEP System actuarial assumptions to each
company's  employee  complement.  The Company's annual accrued OPEB costs for
1995,  1994  and  1993 for employees and retirees required by SFAS 106, which
includes  the  recognition  of  one-twentieth of the prior service transition
obligation, were $244,000, $291,000 and $260,000, respectively.

        In  order  to fund OPEB benefits the Company established a Voluntary
Employees  Beneficiary  Association  (VEBA)  trust fund and a corporate owned
life  insurance  (COLI)  program.   The insurance policies have a substantial
cash  surrender  value  which  is recorded, net of equally substantial policy
loans,  in  deferred charges.  Legislation was passed by Congress which would
have significantly reduced the tax benefits of a COLI program for the future.
The  legislation  containing  this provision was vetoed by the President.  At
this  time it is uncertain if legislation repealing certain tax benefits from
COLI  programs will be enacted.  If enacted this legislation would negatively
impact  the effectiveness of the COLI program as a funding and cost reduction
mechanism.    The amount contributed to the VEBA trust fund is the difference
between  the  pay-as-you-go  OPEB  cost  and  SFAS 106 total OPEB cost.  This
contribution was funded by amounts billed to CSPCo plus net earnings from the
COLI  program.    Contributions  to the VEBA trust fund were $32,000 in 1995,
1994 and 1993.

        The  Energy  Policy  Act  of  1992  (Energy Act) permits recovery of
excess Black Lung Trust funds of the AEP System to pay certain postretirement
medical  benefits  under  one  of  the  UMWA  health  plans.    Reimbursement
limitations  apply  to  the  System's excess funding.  The Company has a fund
surplus  from  which  cash  reimbursements are received.  In 1995 $21,000, in
1994  $11,000  and  in  1993  $33,000  of  Black  Lung surplus was applied in
accordance  with  the  Energy Act to reimburse the Company for benefits paid.
The  Company's  share  of  the  excess Black Lung Trust funds at December 31,
1995, 1994 and 1993 was $5,000, $10,000 and $13,000, respectively.

<PAGE>

5.  FEDERAL INCOME TAXES:

        The details of federal income taxes are as follows:

                                                Year Ended December 31, 
                                                1995      1994     1993
                                                    (in thousands)
            
              Current (net). . . . . . . . . . .$(18)      $(1)    $(18)
              Deferred (net) . . . . . . . . . .  44        26       23
                Total Federal Income Taxes  . . $ 26       $25     $  5


Federal  income  taxes  as  reported  are  different from  pre-tax  book income
multiplied by the statutory tax rate predominantly due to non-taxable effects of
corporate  owned life  insurance and the reversal of deferred taxes recorded in
prior years at tax rates different than the current statutory tax rate.

        The  following  tables  show  the  elements  of  the  net  deferred tax
liability and the significant temporary differences that gave rise to it:

                                                             December 31,   
                                                           1995        1994
                                                            (in thousands)
          
          Deferred Tax Assets . . . . . . . . . . . . . . $ 799        $ 810
          Deferred Tax Liabilities. . . . . . . . . . . .  (130)        (140)
            Net Deferred Tax Asset. . . . . . . . . . . . $ 669        $ 670  

          Deferred Book Gain - Sale/Leaseback of Plant. . $ 497        $ 580
          Amounts Due From Customers 
            For Future Federal Income Taxes . . . . . . .   (92)        (107)
          All Other (net) . . . . . . . . . . . . . . . .   264          197

            Total Net Deferred Tax Asset. . . . . . . . . $ 669        $ 670

6.  SUPPLEMENTARY CASH FLOW INFORMATION:

        Cash  paid  (received)  for income taxes was $5,000 in 1995, $46,000 in
1994  and  $(26,000)  in  1993.  Noncash acquisitions under capital leases were
$41,000 in 1995, $47,000 in 1994 and $82,000 in 1993.

<PAGE>
7.  LEASES:

        Leases  of property, plant and equipment are for periods up to 15 years
and require payments of related property taxes, maintenance and operating costs.
The majority of the leases have purchase or renewal options and will be renewed
or replaced by other leases as long as coal washing operations continue.

        Lease  rentals  are  generally  charged  to  operating  expenses.   The
components of rental cost are as follows:
                                                     Year Ended December 31,   
                                                      1995     1994     1993
                                                          (in thousands)

Operating Leases . . . . . . . . . . . . . . . .     $3,479   $3,468   $3,468
Amortization of Capital Leases . . . . . . . . .        136      149      171
Interest on Capital Leases . . . . . . . . . . .         26       37       49
    Total Rental Costs . . . . . . . . . . . . .     $3,641   $3,654   $3,688

        Properties under capital leases and related obligations recorded on the
balance sheet are as follows:
                                                               December 31,  
                                                              1995      1994
                                                              (in thousands)

     Mining Plant. . . . . . . . . . . . . . . . . . . . . . $1,091    $1,183
     Accumulated Provision for Amortization. . . . . . . . .    837       827
         Net Property under Capital Leases . . . . . . . . . $  254    $  356

     Capital Lease Obligation:
       Noncurrent Liability. . . . . . . . . . . . . . . . .   $156      $220
       Liability Due Within One Year . . . . . . . . . . . .     98       136
         Total Capital Lease Obligations . . . . . . . . . .   $254      $356

    Capital  lease obligations are included in other noncurrent liabilities and
other current liabilities.

    Properties  under operating leases and related obligations are not included
in the balance sheet.

    The  Company  sold  its  preparation plant and began a 15-year leaseback in
1986.  The gain on the sale/leaseback is being amortized (approximately $19,700
a month) over the life of the lease and is recorded as a reduction to operating
expenses.
<PAGE>

    Future  minimum  lease  rentals  consisted of the following at December 31,
1995:

                                                                       Non-
                                                                    Cancelable
                                                           Capital  Operating
                                                            Leases    Leases  
                                                             (in thousands)

     1996. . . . . . . . . . . . . . . . . . . . . . . . . . $111     $ 3,468
     1997. . . . . . . . . . . . . . . . . . . . . . . . . .   67       3,468
     1998. . . . . . . . . . . . . . . . . . . . . . . . . .   50       3,468
     1999. . . . . . . . . . . . . . . . . . . . . . . . . .   26       3,468
     2000. . . . . . . . . . . . . . . . . . . . . . . . . .   11       3,468
     Later Years . . . . . . . . . . . . . . . . . . . . . .   22       3,468
     Total Future Minimum Lease Rentals. . . . . . . . . . .  287     $20,808

     Less Estimated Interest Element . . . . . . . . . . . .   33

     Estimated Present Value of Future Minimum Lease Rentals $254





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