AMERICAN ELECTRIC POWER COMPANY INC
U5S, 1996-04-29
ELECTRIC SERVICES
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                SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.




                             FORM U5S

                          ANNUAL REPORT





               For the year ended December 31, 1995






 Filed Pursuant to the Public Utility Holding Company Act of 1935
                                by






              AMERICAN ELECTRIC POWER COMPANY, INC.
             1 Riverside Plaza, Columbus, Ohio 43215



<PAGE>
AMERICAN ELECTRIC POWER COMPANY, INC.
FORM U5S - ANNUAL REPORT
For the Year Ended December 31, 1995
                                                                              
                               TABLE OF CONTENTS                          Page


ITEM  1.  SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF
          DECEMBER 31, 1995. . . . . . . . . . . . . . . . . . . . . .   1-2

ITEM  2.  ACQUISITIONS OR SALES OF UTILITY ASSETS. . . . . . . . . . .    3

ITEM  3.  ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM
          SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . .    3

ITEM  4.  ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES .   4-5

ITEM  5.  INVESTMENTS IN SECURITIES OF NON-SYSTEM COMPANIES. . . . . .    6

ITEM  6.  OFFICERS AND DIRECTORS
          Part   I. Names, principal business address and positions
                    held as of December 31, 1995 . . . . . . . . . .  7-15
          Part  II. Banking connections. . . . . . . . . . . . . . .    16
          Part III. Compensation and other related information . . . 17-26

ITEM  7.  CONTRIBUTIONS AND PUBLIC RELATIONS . . . . . . . . . . . . .    27

ITEM  8.  SERVICE, SALES AND CONSTRUCTION CONTRACTS
          Part   I. Contracts for services or goods between system
                    companies. . . . . . . . . . . . . . . . . . . .    28
          Part  II. Contracts to purchase services or goods between
                    any system company and any affiliate . . . . . .    28
          Part III. Employment of any person by any system company
                    for the performance on a continuing basis of
                    management services. . . . . . . . . . . . . . .    28

ITEM  9.  WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES . . . . .    29

ITEM 10   FINANCIAL STATEMENTS AND EXHIBITS (Index). . . . . . . . . .    30

SIGNATURE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    31

                                                                             
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<TABLE>
ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 1995.
<CAPTION>
                                                                                          Issuer          Owner's
                                                      Number of Common    Percent of       Book            Book
         Name of Company                                Shares Owned     Voting Power     Value (E)        Value (E)
               (1)                                           (2)             (3)            (4)             (5)  
                                                                                               (in thousands)
<S>                                                   <C>                   <C>         <C>              <C>
American Electric Power Company, Inc. (AEP)                 None            None              None            None
  AEP Energy Services, Inc. (AEPENS)                        110 Shares       100        $       326      $       326
  AEP Generating Company (AEGCo)                          1,000 Shares       100             50,690           50,690
  AEP Investments, Inc. (AEPINV)                            100 Shares       100              5,683            5,683
  AEP Resources, Inc. (AEPRES)                              100 Shares       100                163              163
    AEP Resources International, Ltd. (AEPRI)                 1 Share        100                 18               18
  American Electric Power Service Corporation (AEPSC)    13,500 Shares       100              2,450            2,450
  Appalachian Power Company* (APCo)                  13,499,500 Shares        96.1(A)       984,530        1,005,569
    Cedar Coal Co. (CeCCo)                                2,000 Shares       100              2,655            2,655
    Central Appalachian Coal Company** (CACCo)            3,000 Shares       100                 63               63
    Central Coal Company** (CCCo)                         1,500 Shares        50 (B)            604              604
    Central Operating Company (COpCo)                     1,500 Shares        50 (B)             89               89
    Southern Appalachian Coal Company** (SACCo)           6,950 Shares       100              8,817            8,817
    West Virginia Power Company** (WVPCo)                   100 Shares       100                228              218

          Total Appalachian Power Company                                                    12,456           12,446

  Columbus Southern Power Company (CSPCo)*           16,410,426 Shares       100            689,773          689,773
    Colomet, Inc.** (COLM)                                1,500 Shares       100              2,760            2,760
    Conesville Coal Preparation Company (CCPC)              100 Shares       100              1,180            1,180
    Simco Inc.** (SIMCo)                                 90,000 Shares       100                510              510
    Ohio Valley Electric Corporation (OVEC)               4,300 Shares         4.3              499              430

          Total Columbus Southern Power Company                                               4,949            4,880

  Franklin Real Estate Company (FRECo)                      100 Shares       100                 30               28
    Indiana Franklin Realty, Inc. (IFRI)                     10 Shares       100                  1                1

  Indiana Michigan Power Company* (I&M)               1,400,000 Shares       100          1,022,793        1,029,980
    Blackhawk Coal Company** (BHCCo)                     39,521 Shares       100             88,123           88,123
    Price River Coal Company** (PRCCo)                    1,091 Shares       100                 27               27

          Total Indiana Michigan Power Company                                               88,150           88,150

  Integrated Communications Systems, Inc.*** (ICS)       80,000 Shares        20.5             (215)            -   
  Kentucky Power Company (KEPCo)                      1,009,000 Shares       100            220,581          223,367
  Kingsport Power Company (KGPCo)                       410,000 Shares       100             18,968           19,624
</TABLE>
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<TABLE>
 ITEM 1. (CONTINUED)
<CAPTION>
                                                                                          Issuer          Owner's
                                                    Number of Common      Percent of       Book            Book
         Name of Company                              Shares Owned       Voting Power     Value (E)        Value (E)
               (1)                                         (2)               (3)            (4)             (5)  
                                                                                               (in thousands)
<S>                                                <C>                      <C>          <C>              <C>
  Ohio Power Company* (OPCo)                       27,952,473 Shares          97         $1,298,704       $1,303,117
    Cardinal Operating Company (CdOCo)                    250 Shares          50 (C)            155              155
    Central Coal Company** (CCCo)                       1,500 Shares       50 (B)            604              604
    Central Ohio Coal Company (COCCo)                  69,000 Shares         100             21,469           21,469
    Central Operating Company (COpCo)                   1,500 Shares          50 (B)             89               89
    Southern Ohio Coal Company (SOCCo)                  5,000 Shares         100            135,893          135,893
    Windsor Coal Company (WCCo)                         4,064 Shares         100             11,346           11,519

          Total Ohio Power Company                                                          169,556          169,729

  Ohio Valley Electric Corporation* (OVEC)             39,900 Shares          39.9            4,631            4,082
    Indiana-Kentucky Electric Corporation (IKEC)       17,000 Shares         100 (D)          3,400            3,400

  Wheeling Power Company (WPCo)                       150,000 Shares         100             21,593           22,575

  Equity in Subsidiaries - Unallocated                                                       15,384           15,384
          Total American Electric Power Company, Inc.                                     4,336,084        4,372,811

            Total All Companies                                                          $4,614,614       $4,651,435

(A)  Kanawha Valley Power Company (KVPCo) merged with APCo effective 6/30/95 at which time KVPCo stock was canceled.
(B)  Owned 50% by Appalachian Power Company and 50% by Ohio Power Company.
(C)  Ohio Power Company owns 50% of the stock; the other 50% is owned by a corporation not affiliated with
      American Electric Power Company, Inc.
(D)  This Company is a wholly-owned subsidiary of Ohio Valley Electric Corporation, 44.2% of whose voting    
     securities are owned by the American Electric Power System, the balance by unaffiliated companies.
(E)  Includes unsecured debt as follows: for AEPSC - $1,100,000, BHCCo - $34,000,000, CdOCo - $155,000, 
      COCCo - $1,500,000, and WCCo - $225,000.

  *Exempt under Section 3(A) pursuant to Rule 2 thereof.
 **Inactive.
***Exempt under Securities and Exchange Commission Release No. 35-24295.
</TABLE>

All of the active subsidiaries of AEP are involved in the electric utility 
business with the exceptions of AEPENS, AEPINV, AEPRES, AEPRI and ICS.  
AEPENS offers consulting services to unaffiliated entities in AEP and its 
subsidiaries' areas of expertise.  AEPINV and ICS are involved in the 
development of demand side management technologies.  AEPRES and AEPRI 
are pursuing opportunities in non-regulated electric activities.
<PAGE>
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ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS

        None, except as reported in certificates filed pursuant to Rule 24.

<TABLE>
ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES
<CAPTION>
                                                                                 
Name of Issuer and                                                                          Authorization
Description of Issues                Date and Form of Transactions        Consideration     or Exemption
         (1)                                      (2)                          (3)               (4)     
                                                                          (in thousands)
<S>                                   <C>                                   <C>               <C>
Appalachian Power Company:
                                                    
  First Mortgage Bonds:
    8.00%  Series Due 2005             3/15/95 - Public Offering             $49,564           Rule 52
    8.00%  Series Due 2025             5/22/95 - Public Offering              49,490           Rule 52
    6.89%  Series Due 2005             6/22/95 - Public Offering              29,731           Rule 52

Columbus Southern Power Company:
   
  Junior Subordinated
    Deferrable Interest Debentures 
      8-3/8% Series A Due 2025         9/27/95 - Public Offering              72,526           Rule 52

Kingsport Power Company:

  Notes Payable - 6.73% Due 2000       11/1/95 - Private Sale to Bank          5,000           Rule 52
                                    
Ohio Power Company:

  Junior Subordinated
    Deferrable Interest Debentures                                                                           
      8.16% Series A Due 2025          10/19/95 - Public Offering             82,176           Rule 52

Wheeling Power Company:  
  
  Notes Payable - 6.73% Due 2000       11/1/95 - Private Sale to Bank         11,000           Rule 52
</TABLE>
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<TABLE>
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES
<CAPTION>
                                            Name of Company                       Extinguished (EXT)
Name of Issuer and                      Acquiring, Redeeming or                     or Held (H) for     Authorization
  Title of Issue                          Retiring Securities     Consideration   Further Disposition   or Exemption
        (1)                                       (2)                  (3)                (4)                (5)     
                                                                  (in thousands)
<S>                                             <C>                  <C>                 <C>             <C>
American Electric Power Service Corp:

  Mortgage Notes
    9%    Series D Due 1999                      AEPSC               $ 2,500              EXT             Rule 42
    9.60% Series E Due 2008                      AEPSC                 2,500              EXT             Rule 42

Appalachian Power Company:

  Cumulative Preferred Stock,
    No Par Value
      4.50% Series                               APCo                    150              EXT             Rule 42

  First Mortgage Bonds
    9-1/8%  Series Due 2019                      APCo                 47,000              EXT             Rule 42
    9-7/8%  Series Due 2020                      APCo                 27,950              EXT             Rule 42

Columbus Southern Power Company:

  Cumulative Preferred Stock,
    $100 Par Value
      9.50%   Series                             CSPCo                71,773              EXT             Rule 42

  First Mortgage Bonds
    8.95%   Series Due 1995                      CSPCo                30,000              EXT             Rule 42

  Notes Payable
    8.79%   Due 1995                             CSPCo                50,000              EXT             Rule 42

Indiana Michigan Power Company:

  Notes Payable
    9.07%   Due 1995                             I&M                  40,000              EXT             Rule 42
</TABLE>
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<TABLE>
ITEM 4. (CONTINUED)
<CAPTION>
                                            Name of Company                       Extinguished (EXT)
Name of Issuer and                      Acquiring, Redeeming or                     or Held (H) for     Authorization
  Title of Issue                          Retiring Securities     Consideration   Further Disposition   or Exemption
        (1)                                       (2)                  (3)                (4)                (5)     
                                                                  (in thousands)
<S>                                            <C>                   <C>                 <C>             <C>
Kingsport Power Company:

  Notes Payable
    9.72%  Due 1995                             KGPCo                $ 2,000              EXT             Rule 42

Ohio Power Company:

  Cumulative Preferred Stock,
    $100 Par Value
      7.60%  Series                             OPCo                  35,791              EXT             Rule 42
      7-6/10% Series                            OPCo                  35,739              EXT             Rule 42
      8.04%   Series                            OPCo                  15,387              EXT             Rule 42

  First Mortgage Bonds
    9-7/8% Series Due 2020                      OPCo                  43,618              EXT             Rule 42

Wheeling Power Company:

  Notes Payable
    9.72% Due 1995                              WPCo                  11,000              EXT             Rule 42

</TABLE>
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<TABLE>
ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES AS OF DECEMBER 31, 1995.
<CAPTION>
1.   Aggregate amount of investments in persons operating in the retail service area and not exceeding $100,000 in 
      each person:

                   Aggregate Amount of Investments            Number of
Name of          in Persons (Entities), Operating in           Persons                     Description of
Company              Retail Service Area of Owner             (Entities)                 Persons (Entities)
  (1)                            (2)                             (3)                            (4)        
                           (in thousands)
<S>                             <C>                               <C>           <C>
 APCo                           $168                              8             Industrial Development Corporations

 CSPCo                             9                              1             Retail Company

 I&M                               9                              2             Industrial Companies

 OPCo                              2                              7             Industrial Companies

 WPCo                             13                              1             Industrial Development Corporation
<CAPTION>
2.   Securities owned not included in 1 above.

Name of                             Nature of           Description         Number      Percent of      Owner's
Company  Name of Issuer         Issuer's Business      of Securities      of Shares    Voting Power    Book Value
  (1)          (2)                     (3)                  (4)              (5)            (6)           (7)    
                                                                                                     (in thousands)
<S>      <S>                    <C>                     <C>                <C>              <C>         <C>
AEPINV   Intersource            Research &
         Technologies, Inc.     Technology Development  Common Stock       800,000          9.9         $11,500
                                                        Preferred Stock     95,000

AEPINV   EnviroTech Investment  Research &
         Fund I                 Technology Development  Limited Partner         *           9.9             314

AEPINV   PHPK Technologies,     Research &
         Incorporated           Technology Development  Common Stock           341          4.9             601

APCo     VEDCORP, L.C.          Economic Development    Limited Partner         *           4.1             510

I&M      CID Partnership, L.P.  Economic Development    Limited Partner         *           2.8             188

I&M      Mescalero Fuel                      
           Storage L.L.C.       Nuclear Waste           Membership Interest    **           9.1             380
                                Storage & Disposal

OPCo     Simetco, Inc.          Primary Metals          Common Stock       101,525          3.0             457
                               
 * Limited Partnership Interests
** Membership Interest
</TABLE>
<PAGE>
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS OF AMERICAN ELECTRIC POWER SYSTEM

  Part I. (1&2) As of December 31, 1995:

     Officers and directors of American Electric Power Company,
     Inc. are listed on page 8. Officers and directors of Ohio
     Valley Electric Corporation and Indiana-Kentucky Electric 
     Corporation are listed on page 15.  The officers and
     directors of all other AEP System  companies are located
     in the table on pages 9 through 14.

                      LEGEND OF ABBREVIATIONS

               CB        Chairman of the Board
               VCB       Vice Chairman of the Board
               D         Director
               CEO       Chief Executive Officer
               P         President
               COO       Chief Operating Officer
               EVP       Executive Vice President
               SVP       Senior Vice President
               VP        Vice President
               C         Controller
               S         Secretary
               T         Treasurer





  Address Codes :

(a) 1 Riverside Plaza, Columbus, OH
(b) 40 Franklin Road, Roanoke, VA
(c) 215 N. Front Street, Columbus, OH
(d) One Summit Square, Fort Wayne, IN
(e) 1701 Central Avenue, Ashland, KY
(f) 301 Cleveland Avenue, S.W., Canton, OH
(g) One Memorial Drive, Lancaster, OH
<PAGE>
<PAGE>
                AMERICAN ELECTRIC POWER COMPANY, INC.

         Name                      Address                            Position

Peter J. DeMaria        (a)                                              D,C

E. Linn Draper, Jr.     (a)                                         D,CB,P,CEO

Robert M. Duncan        2640 Floribunda Drive, Columbus, OH              D

Robert W. Fri           1616 P Street, Washington, DC                    D

Dr. Arthur G. Hansen    815 Sugarbush Ridge, Zionsville, IN              D

Lester A. Hudson, Jr.   P.O. Box 8583, Greenville, SC                    D

G.P. Maloney            (a)                                            D,VP,S

Armando A. Pena         (a)                                              T

Angus E. Peyton         P.O. Box 226, Charleston, WV                     D

Toy F. Reid             2141 Heatherly Road, Kingsport, TN               D

Donald G. Smith         P.O. Box 13948, Roanoke, VA                      D

Linda Gillespie Stuntz  1201 Pennsylvania Avenue, NW, Washington, DC     D

Dr. Morris Tanenbaum    74 Falmouth Street, Short Hills, NJ              D

Ann Haymond Zwinger     1825 Culebra Place, Colorado Springs, CO         D

<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                | AEPSC  |  APCo  | CSPCo  |  I&M   | KEPCo  | KGPCo  |  OPCo  |  WPCo | AEPENS| AEGCo | AEPINV|
<S>                             <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>     <C>     <C>     <C>  
  1  Anthony J. Ahern           |        |        |        |        |        |        |        |       |       |       |       |
     6677 Busch Blvd.           |        |        |        |        |        |        |        |       |       |       |       |
     Columbus, OH               |        |        |        |        |        |        |        |       |       |       |       |
  2  L.V. Assante (a)           |C       |        |        |        |        |        |        |       |       |       |       |
  3  Mark A. Bailey (d)         |D       |        |        |D,VP    |        |        |        |       |       |       |       |
  4  Bruce M. Barber (a)        |D,VP    |        |        |        |        |        |        |       |       |       |       |
  5  Bruce A. Beam              |        |        |        |        |        |        |        |       |       |       |       |
     801 Pennsylvania Ave. NW   |D,VP    |        |        |        |        |        |        |       |       |       |       |
     Washington, D.C.           |        |        |        |        |        |        |        |       |       |       |       |
  6  Bruce H. Bennett (a)       |VP      |        |        |        |        |        |        |       |       |       |       |
  7  A.A. Blind                 |        |        |        |VP      |        |        |        |       |       |       |       |
     One Cook Place             |        |        |        |        |        |        |        |       |       |       |       |
     Bridgman, MI               |        |        |        |        |        |        |        |       |       |       |       |
  8  Timothy P. Bowman (f)      |D       |        |        |        |        |        |        |       |       |       |       |
  9  C.R. Boyle, III (e)        |D       |        |        |        |D,P,COO |        |        |       |       |       |       |
 10  Richard K. Byrne           |        |        |        |        |        |        |        |       |       |       |       |
     6677 Busch Blvd.           |        |        |        |        |        |        |        |       |       |       |       |
     Columbus, OH               |        |        |        |        |        |        |        |       |       |       |       |
 11  R.D. Carson, Jr. (b)       |        |VP      |        |        |        |        |        |       |       |       |       |
 12  G.A. Clark (d)             |        |        |        |D       |        |        |        |       |       |       |       |
 13  Donald M. Clements, Jr.(a) |D,SVP   |        |        |        |        |        |        |       |D,P    |       |D,P    |
 14  D.H. Crabtree (a)          |D,VP    |        |        |        |        |        |        |       |       |       |       |
 15  Peter J. DeMaria (a)       |D,EVP   |D,VP,C  |D,VP,C  |D,VP,C  |D,VP,C  |D,VP,C  |D,VP,C  |D,VP,C |D,VP,C |D,VP,C |D,VP,C |
 16  John F. DiLorenzo, Jr. (a) |D,VP,S  |S       |S       |S       |S       |S       |S       |S      |S      |S      |S      |
 17  W.N. D'Onofrio (d)         |D       |        |        |D,VP    |        |        |        |       |       |       |       |
 18  Dr. E. Linn Draper, Jr. (a)|D,CB,P, |D,CB,CEO|D,CB,CEO|D,CB,CEO|D,CB,CEO|D,CB,CEO|D,CB,CEO|D,CB,  |D,CB,  |D,P,   |D,CB,  |
                                |CEO     |        |        |        |        |        |        |CEO    |CEO    |CEO    |CEO    |
 19  Charles A. Ebetino, Jr. (g)|D,SVP   |        |        |        |        |        |        |       |       |       |       |
 20  Dr. Carl A. Erikson (c)    |D       |        |D,P,COO |        |        |        |D,P,COO |       |       |       |       |
 21  Dr. Charles A. Falcone (a) |D,SVP   |        |        |        |        |        |        |       |       |       |       |
 22  Henry W. Fayne (a)         |D,SVP   |D       |D       |        |        |D       |D       |       |D      |D      |       |
 23  Luke M. Feck (a)           |D,SVP   |D       |        |        |        |        |        |       |       |       |       |
 24  Eugene E. Fitzpatrick (a)  |D,SVP   |        |        |VP      |        |        |        |       |       |       |       |
 25  Allen R. Glassburn         |        |        |        |        |        |        |        |       |       |       |       |
     422 Broad Street           |D       |        |        |        |        |D,P,COO |        |       |       |       |       |
     Kingsport, TN              |        |        |        |        |        |        |        |       |       |       |       |
 26  Joel E. Harrison           |D       |        |        |        |        |        |        |       |       |       |       |
     P.O. Box 157, Rt 82        |        |        |        |        |        |        |        |       |       |       |       |
     Cleveland, VA              |        |        |        |        |        |        |        |       |       |       |       |
 27  D.E. Heydlauff (a)         |D,VP    |        |        |        |        |        |        |       |       |       |       |
 28  Lawrence R. Hoover (f)     |D       |        |VP      |        |        |        |VP      |       |       |       |       |
 29  John R. Jones (a)          |D,SVP   |        |        |        |        |        |        |       |D      |D      |       |
 30  M.O. Julien (a)            |D,VP    |        |        |        |        |        |        |       |       |       |       |
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                | AEPRES | AEPRI  | BHCCo  | CdOCo  | CeCCo  | CACCo  |  CCCo  | COCCo  | COpCo  |  COLM  |  CCPC  |
<S>                             <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>  
  1  Anthony J. Ahern           |        |        |        |D       |        |        |        |        |        |        |        |
     6677 Busch Blvd.           |        |        |        |        |        |        |        |        |        |        |        |
     Columbus, OH               |        |        |        |        |        |        |        |        |        |        |        |
  2  L.V. Assante (a)           |        |        |        |        |        |        |        |        |        |        |        |
  3  Mark A. Bailey (d)         |        |        |        |        |        |        |        |        |        |        |        |
  4  Bruce M. Barber (a)        |        |        |        |        |        |        |        |        |        |        |        |
  5  Bruce H. Beam              |        |        |        |        |        |        |        |        |        |        |        |
     801 Pennsylvania Ave, NW   |        |        |        |        |        |        |        |        |        |        |        |
     Washington, D.C.           |        |        |        |        |        |        |        |        |        |        |        |
  6  Bruce H. Bennett (a)       |        |        |        |        |        |        |        |        |        |        |        |
  7  A.A. Blind                 |        |        |        |        |        |        |        |        |        |        |        |
     One Cook Place             |        |        |        |        |        |        |        |        |        |        |        |
     Bridgman, MI               |        |        |        |        |        |        |        |        |        |        |        |
  8  Timothy P. Bowman (f)      |        |        |        |        |        |        |        |        |        |        |        |
  9  C.R. Boyle, III (e)        |        |        |        |        |        |        |        |        |        |        |        |
 10  Richard K. Byrne           |        |        |        |        |        |        |        |        |        |        |        |
     6677 Busch Blvd.           |        |        |        |D,VP    |        |        |        |        |        |        |        |
     Columbus, OH               |        |        |        |        |        |        |        |        |        |        |        |
 11  R.D. Carson, Jr. (b)       |        |        |        |        |        |        |        |        |        |        |        |
 12  G.A. Clark (d)             |        |        |        |        |        |        |        |        |        |        |        |
 13  Donald M. Clements, Jr. (a)|D,P     |D,P     |        |        |        |        |        |        |        |        |        |
 14  D.H. Crabtree (a)          |        |        |        |        |        |        |        |        |        |        |        |
 15  Peter J. DeMaria (a)       |D,VP,C  |D,VP,C  |D,VP,C  |T       |D,VP,C  |D,VP,C  |D,VP,C  |D,VP,C  |VP,C    |D,VP,C  |D,VP,C  |
 16  John F. DiLorenzo, Jr. (a) |S       |S       |S       |S       |S       |S       |S       |S       |S       |S       |S       |
 17  W.N. D'Onofrio (d)         |        |        |        |        |        |        |        |        |        |        |        |
 18  Dr. E. Linn Draper, Jr. (a)|D,CB,CEO|D,CB,CEO|D,CB,CEO|D,P     |D,CB,CEO|D,CB,CEO|D,CB,CEO|D,CB,CEO|D,P,CEO |D,P,CEO |D,CB,CEO|
 19  Charles A. Ebetino, Jr. (g)|        |        |D,P,COO |        |D,P,COO |D,P,COO |D,P,COO |D,P,COO |        |        |D,P,COO |
 20  Dr. Carl A. Erikson (c)    |        |        |        |D,VP    |        |        |D,VP    |D,VP    |D,VP    |D,VP    |D,VP    |
 21  Dr. Charles A. Falcone (a) |        |        |        |        |        |        |        |        |        |        |        |
 22  Henry W. Fayne (a)         |D       |D       |        |        |        |        |        |        |        |        |        |
 23  Luke M. Feck (a)           |        |        |        |        |        |        |        |D       |        |        |        |
 24  Eugene E. Fitzpatrick (a)  |        |        |        |        |        |        |        |        |        |        |        |
 25  Allen R. Glassburn         |        |        |        |        |        |        |        |        |        |        |        |
     422 Broad Street           |        |        |        |        |        |        |        |        |        |        |        |
     Kingsport, TN              |        |        |        |        |        |        |        |        |        |        |        |
 26  Joel E. Harrison           |        |        |        |        |        |        |        |        |        |        |        |
     P. O. Box 157, Rt 82       |        |        |        |        |        |        |        |        |        |        |        |
     Cleveland, VA              |        |        |        |        |        |        |        |        |        |        |        |
 27  D.E. Heydlauff (a)         |        |        |        |        |        |        |        |        |        |        |        |
 28  Lawrence R. Hoover (f)     |        |        |        |        |        |        |        |        |        |        |        |
 29  John R. Jones (a)          |D       |D,VP    |        |        |        |        |        |        |        |        |        |
 30  M.O. Julien (a)            |        |        |        |        |        |        |        |        |        |        |        |
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                | FRECo  |  IFRI  |  PRCCo | SIMCo  | SACCo  | SOCCo  | WVPCo  |  WCCo  |
<S>                             <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C> 
  1  Anthony J. Ahern           |        |        |        |        |        |        |        |        |
     6677 Busch Blvd.           |        |        |        |        |        |        |        |        |
     Columbus, OH               |        |        |        |        |        |        |        |        |
  2  L.V. Assante (a)           |        |        |        |        |        |        |        |        |
  3  Mark A. Bailey (d)         |VP      |VP      |        |        |        |        |        |        |
  4  Bruce M. Barber (a)        |        |        |        |        |        |        |        |        |
  5  Bruce A. Beam              |        |        |        |        |        |        |        |        |
     801 Pennsylvania Ave, NW   |        |        |        |        |        |        |        |        |
     Washington, D.C.           |        |        |        |        |        |        |        |        |
  6  Bruce H. Bennett (a)       |        |        |        |        |        |        |        |        |
  7  A.A. Blind                 |        |        |        |        |        |        |        |        |
     One Cook Place             |        |        |        |        |        |        |        |        |
     Bridgman, MI               |        |        |        |        |        |        |        |        |
  8  Timothy P. Bowman (f)      |        |        |        |        |        |        |        |        |
  9  C.R. Boyle, III (e)        |VP      |        |        |        |        |        |        |        |
 10  Richard K. Byrne           |        |        |        |        |        |        |        |        |
     6677 Busch Blvd.           |        |        |        |        |        |        |        |        |
     Columbus, OH               |        |        |        |        |        |        |        |        |
 11  R.D. Carson, Jr. (b)       |        |        |        |        |        |        |        |        |
 12  G.A. Clark (d)             |        |        |        |        |        |        |        |        |
 13  Donald M. Clements, Jr. (a)|        |        |        |        |        |        |        |        |
 14  D.H. Crabtree (a)          |        |        |        |        |        |        |        |        |
 15  Peter J. DeMaria (a)       |D,VP,C  |D,VP,C  |D,VP,C  |D,VP,C  |D,VP,C  |D,VP,C  |D,VP,C  |D,VP,C  |
 16  John F. DiLorenzo, Jr. (a) |S       |S       |S       |S       |S       |S       |S       |S       |
 17  W.N. D'Onofrio (d)         |VP      |VP      |        |        |        |        |        |        |
 18  Dr. E. Linn Draper, Jr. (a)|D,P,CEO |D,P,CEO |D,CB,CEO|D,CB,CEO|D,CB,CEO|D,CB,CEO|D,P,CEO |D,CB,CEO|
 19  Charles A. Ebetino, Jr. (g)|        |        |D,P,COO |D,P,COO |D,P,COO |D,P,COO |        |D,P,COO |
 20  Dr. Carl A. Erikson (c)    |VP      |        |        |D,VP    |        |D,VP    |        |D,VP    |
 21  Dr. Charles A. Falcone (a) |        |        |        |        |        |        |        |        |
 22  Henry W. Fayne (a)         |        |        |        |        |        |        |        |D       |
 23  Luke M. Feck (a)           |        |        |        |        |        |        |        |        |
 24  Eugene E. Fitzpatrick (a)  |        |        |        |        |        |        |        |        |
 25  Allen R. Glassburn         |        |        |        |        |        |        |        |        |
     422 Broad Street           |VP      |        |        |        |        |        |        |        |
     Kingsport, TN              |        |        |        |        |        |        |        |        |
 26  Joel E. Harrison           |        |        |        |        |        |        |        |        |
     P. O. Box 157, Rt 82       |        |        |        |        |        |        |        |        |
     Cleveland, VA              |        |        |        |        |        |        |        |        |
 27  D.E. Heydlauff (a)         |        |        |        |        |        |        |        |        |
 28  Lawrence R. Hoover (f)     |VP      |        |        |        |        |        |        |        |
 29  John R. Jones (a)          |        |        |        |        |        |        |        |        |
 30  M.O. Julien (a)            |        |        |        |        |        |        |        |        |
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                | AEPSC |  APCo  | CSPCo  |  I&M   | KEPCo  | KGPCo  |  OPCo  |  WPCo  | AEPENS | AEGCo |AEPINV|
<S>                             <C>      <C>     <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>     <C>  
 31  W. Robert Kelley (a)       |VP     |        |        |        |        |        |        |        |        |       |      |
 32  David A. Lang (e)          |D      |        |        |        |        |        |        |        |        |       |      |
 33  Dennis A. Lantzy (a)       |       |        |        |        |        |        |        |        |VP      |       |VP    |
 34  V.A. Lepore (a)            |VP     |        |        |        |        |        |        |        |        |       |      |
 35  William J. Lhota (a)       |D,EVP  |D,VP    |D,VP    |D,VP    |D,VP    |D,VP    |D,VP    |D,P,COO |D       |D      |D,VP  |
 36  Hugh H. Lucas (g)          |D,VP   |        |        |        |        |        |        |        |        |       |      |
 37  R.M. Maliszewski (a)       |D,SVP  |        |        |        |        |D       |        |        |        |       |      |
 38  G.P. Maloney (a)           |D,EVP  |D,VP    |D,VP    |D,VP    |D,VP    |D,VP    |D,VP    |D,VP    |D,VCB   |D,VP   |D,VCB |
 39  Dr. James J. Markowsky (a) |D,EVP  |D,VP    |D,VP    |D,VP    |D,VP    |D       |D,VP    |D       |D       |D,VP   |D     |
 40  Thomas R. McCaffrey (a)    |VP     |        |        |        |        |        |        |        |        |       |      |
 41  J.K. McWilliams (g)        |VP     |        |        |        |        |        |        |        |        |       |      |
 42  Richard C. Menge (d)       |D      |        |        |D,P,COO |        |        |        |        |        |       |      |
 43  T.C. Mosher                |D      |        |        |        |        |        |        |        |        |       |      |
     113 N. Fifth Street        |       |        |        |        |        |        |        |        |        |       |      |
     Zanesville, OH             |       |        |        |        |        |        |        |        |        |       |      |
 44  David Mustine (a)          |       |        |        |        |        |        |        |        |VP      |       |VP    |
 45  P.M. O'Brien (g)           |VP     |        |        |        |        |        |        |        |        |       |      |
 46  Armando A. Pena (a)        |VP,T   |T       |T       |T       |T       |T       |T       |T       |T       |T      |T     |
 47  Ronald A. Petti (a)        |D,SVP  |        |        |        |D       |        |        |        |        |       |      |
 48  A.H. Potter (d)            |       |        |        |D       |        |        |        |        |        |       |      |
 49  R.E. Prater (a)            |VP     |        |        |        |        |        |        |        |        |       |      |
 50  Bruce A. Renz (a)          |D,VP   |        |        |        |        |        |        |        |        |       |      |
 51  H.E. Rhodes, Jr. (b)       |       |VP      |        |        |        |        |        |        |        |       |      |
 52  Samuel P. Riggle, Jr.      |       |        |        |        |        |        |        |        |        |       |      |
     P.O. Box 112               |       |        |        |        |        |        |        |        |        |       |      |
     Millersburg, OH            |       |        |        |        |        |        |        |        |        |       |      |
 53  Robert L. Roberts          |       |        |        |        |        |        |        |        |        |       |      |
     P.O. Box 604               |       |        |        |        |        |        |        |        |        |       |      |
     Piqua, OH                  |       |        |        |        |        |        |        |        |        |       |      |
 54  William L. Scott (a)       |VP     |        |        |        |        |        |        |        |        |       |      |
 55  Charles A. Simmons (b)     |       |VP      |        |        |        |        |        |        |        |       |      |
 56  B.L. Snodgrass             |D      |        |        |        |        |        |        |        |        |       |      |
     800 Main Street            |       |        |        |        |        |        |        |        |        |       |      |
     Lynchburg, VA              |       |        |        |        |        |        |        |        |        |       |      |
 57  Lance G. Sogan (g)         |D,VP   |        |        |        |        |        |        |        |        |       |      |
 58  Peter Splawnyk (c)         |D      |        |VP      |        |        |        |VP      |        |        |       |      |
 59  R. Dane Swinehart          |       |        |        |        |        |        |        |        |        |       |      |
     P.O. Box 250               |       |        |        |        |        |        |        |        |        |       |      |
     Lancaster, OH              |       |        |        |        |        |        |        |        |        |       |      |
 60  D.B. Synowiec              |D      |        |        |D       |        |        |        |        |        |       |      |
     R. R. Number 2, Box 24A    |       |        |        |        |        |        |        |        |        |       |      |
     Rockport, IN               |       |        |        |        |        |        |        |        |        |       |      |
 61  M.H. Thomas                |D      |        |        |        |        |        |        |        |        |       |      |
     P.O. Box 400               |       |        |        |        |        |        |        |        |        |       |      |
     Louisa, KY                 |       |        |        |        |        |        |        |        |        |       |      |
 62  James F. Tompkins          |       |        |        |        |        |        |        |        |        |       |      |
     P.O. Box 490               |       |        |        |        |        |        |        |        |        |       |      |
     Athens, OH                 |       |        |        |        |        |        |        |        |        |       |      |
 63  Joseph A. Valentine (a)    |D,VP   |        |        |        |        |        |        |        |        |       |      |
 64  Andrew P. Varley (a)       |VP     |        |        |        |        |        |        |        |        |       |      |
 65  Joseph H. Vipperman (b)    |D      |D,P,COO |        |        |        |        |        |        |        |       |      |
 66  Dana E. Waldo (b)          |D      |VP      |        |        |        |        |        |        |        |       |      |
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                | AEPRES | AEPRI  | BHCCo  | CdOCo  | CeCCo  | CACCo  |  CCCo  | COCCo  | COpCo  | COLM   |  CCPC  |
<S>                             <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>  
 31  W. Robert Kelley (a)       |        |        |        |        |        |        |        |        |        |        |        |
 32  David A. Lang (e)          |        |        |        |        |        |        |        |        |        |        |        |
 33  Dennis A. Lantzy (a)       |VP      |VP      |        |        |        |        |        |        |        |        |        |
 34  V.A. Lepore (a)            |        |        |        |        |        |        |        |        |        |        |        |
 35  William J. Lhota (a)       |D       |D       |D       |D,VP    |D       |D       |D       |D       |D       |D,VP    |D       |
 36  Hugh H. Lucas (g)          |        |        |        |        |        |        |        |        |        |        |        |
 37  R.M. Maliszewski (a)       |        |        |        |D       |        |        |        |        |        |        |        |
 38  G.P. Maloney (a)           |D,VCB   |D,VCB   |D,VP    |        |D,VP    |D,VP    |D,VP    |D,VP    |VP      |D,VP    |D,VP    |
 39  Dr. James J. Markowsky (a) |D       |D       |D       |D,VP    |D       |D       |D       |D       |D       |D,VP    |D       |
 40  Thomas R. McCaffrey (a)    |        |        |        |        |        |        |        |        |        |        |        |
 41  J.K. McWilliams (g)        |        |        |        |        |        |        |        |        |        |        |        |
 42  Richard C. Menge (d)       |        |        |D,VP    |        |        |        |        |        |        |        |        |
 43  T.C. Mosher                |        |        |        |        |        |        |        |        |        |        |        |
     113 N. Fifth Street        |        |        |        |        |        |        |        |        |        |        |        |
     Zanesville, OH             |        |        |        |        |        |        |        |        |        |        |        |
 44  David Mustine (a)          |VP      |VP      |        |        |        |        |        |        |        |        |        |
 45  P.M. O'Brien (g)           |        |        |        |        |        |        |        |        |        |        |        |
 46  Armando A. Pena (a)        |T       |VP,T    |T       |        |T       |T       |T       |T       |T       |T       |T       |
 47  Ronald A. Petti (a)        |        |        |        |        |        |        |        |        |        |        |        |
 48  A.H. Potter (d)            |        |        |        |        |        |        |        |        |        |        |        |
 49  R.E. Prater (a)            |        |        |        |        |        |        |        |        |        |        |        |
 50  Bruce A. Renz (a)          |        |        |        |        |        |        |        |        |        |        |        |
 51  H.E. Rhodes, Jr. (b)       |        |        |        |        |        |        |        |        |        |        |        |
 52  Samuel P. Riggle, Jr.      |        |        |        |        |        |        |        |        |        |        |        |
     P.O. Box 112               |        |        |        |D,VP    |        |        |        |        |        |        |        |
     Millersburg, OH            |        |        |        |        |        |        |        |        |        |        |        |
 53  Robert L. Roberts          |        |        |        |        |        |        |        |        |        |        |        |
     P.O. Box 604               |        |        |        |D       |        |        |        |        |        |        |        |
     Piqua, OH                  |        |        |        |        |        |        |        |        |        |        |        |
 54  William L. Scott (a)       |        |        |        |        |        |        |        |        |        |        |        |
 55  Charles A. Simmons (b)     |        |        |        |        |        |        |        |        |        |        |        |
 56  B.L. Snodgrass             |        |        |        |        |        |        |        |        |        |        |        |
     800 Main Street            |        |        |        |        |        |        |        |        |        |        |        |
     Lynchburg, VA              |        |        |        |        |        |        |        |        |        |        |        |
 57  Lance G. Sogan (g)         |        |        |        |        |        |        |        |        |        |        |        |
 58  Peter Splawnyk (c)         |        |        |        |        |        |        |        |        |        |        |        |
 59  R. Dane Swinehart          |        |        |        |        |        |        |        |        |        |        |        |
     P.O. Box 250               |        |        |        |D,VP    |        |        |        |        |        |        |        |
     Lancaster, OH              |        |        |        |        |        |        |        |        |        |        |        |
 60  D.B. Synowiec              |        |        |        |        |        |        |        |        |        |        |        |
     R. R. Number 2, Box 24A    |        |        |        |        |        |        |        |        |        |        |        |
     Rockport, IN               |        |        |        |        |        |        |        |        |        |        |        |
 61  M.H. Thomas                |        |        |        |        |        |        |        |        |        |        |        |
     P.O. Box 400               |        |        |        |        |        |        |        |        |        |        |        |
     Louisa, KY                 |        |        |        |        |        |        |        |        |        |        |        |
 62  James F. Tompkins          |        |        |        |        |        |        |        |        |        |        |        |
     P.O. Box 490               |        |        |        |        |        |        |        |        |        |        |        |
     Athens, OH                 |        |        |        |        |        |        |        |        |        |        |        |
 63  Joseph A. Valentine (a)    |        |        |        |        |        |        |        |        |        |        |        |
 64  Andrew P. Varley (a)       |        |        |        |        |        |        |        |        |        |        |        |
 65  Joseph H. Vipperman (b)    |        |        |        |        |D,VP    |D,VP    |D,VP    |        |D,VP    |        |        |
 66  Dana E. Waldo (b)          |        |        |        |        |        |        |        |        |        |        |        |
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                | FRECo  |  IFRI  | PRCCo  | SIMCo  | SACCo  | SOCCo  | WVPCo  |  WCCo  |
<S>                             <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>    
 31  W. Robert Kelley (a)       |        |        |        |        |        |        |        |        |
 32  David A. Lang (e)          |        |        |        |        |        |        |        |        |
 33  Dennis A. Lantzy (a)       |        |        |        |        |        |        |        |        |
 34  V.A. Lepore (a)            |        |        |        |        |        |        |        |        |
 35  William J. Lhota (a)       |D,VP    |D,VP    |D       |D       |D       |D       |D       |D       |
 36  Hugh H. Lucas (g)          |        |        |        |        |        |        |        |        |
 37  R.M. Maliszewski (a)       |        |        |        |        |        |        |        |        |
 38  G.P. Maloney (a)           |D,VP    |D,VP    |D,VP    |D,VP    |D,VP    |D,VP    |VP      |D,VP    |
 39  Dr. James J. Markowsky (a) |D,VP    |VP      |D       |D       |D       |D       |        |D       |
 40  Thomas R. McCaffrey (a)    |        |        |        |        |        |        |        |        |
 41  J.K. McWilliams (g)        |        |        |        |        |        |        |        |        |
 42  Richard C. Menge (d)       |VP      |D,VP    |D,VP    |        |        |        |        |        |
 43  T.C. Mosher                |        |        |        |        |        |        |        |        |
     113 N. Fifth Street        |        |        |        |        |        |        |        |        |
     Zanesville, OH             |        |        |        |        |        |        |        |        |
 44  David Mustine (a)          |        |        |        |        |        |        |        |        |
 45  P.M. O'Brien (g)           |        |        |        |        |        |        |        |        |
 46  Armando A. Pena (a)        |T       |T       |T       |T       |T       |T       |T       |T       |
 47  Ronald A. Petti (a)        |        |        |        |        |        |        |        |        |
 48  A.H. Potter (d)            |        |        |        |        |        |        |        |        |
 49  R.E. Prater (a)            |        |        |        |        |        |        |        |        |
 50  Bruce A. Renz (a)          |        |        |        |        |        |        |        |        |
 51  H.E. Rhodes, Jr. (b)       |        |        |        |        |        |        |        |        |
 52  Samuel P. Riggle, Jr.      |        |        |        |        |        |        |        |        |
     P.O. Box 112               |        |        |        |        |        |        |        |        |
     Millersburg, OH            |        |        |        |        |        |        |        |        |
 53  Robert L. Roberts          |        |        |        |        |        |        |        |        |
     P.O. Box 604               |        |        |        |        |        |        |        |        |
     Piqua, OH                  |        |        |        |        |        |        |        |        |
 54  William L. Scott (a)       |        |        |        |        |        |        |        |        |
 55  Charles A. Simmons (b)     |VP      |        |        |        |        |        |        |        |
 56  B.L. Snodgrass             |        |        |        |        |        |        |        |        |        
     800 Main Street            |        |        |        |        |        |        |        |        |        
     Lynchburg, VA              |        |        |        |        |        |        |        |        |
 57  Lance G. Sogan (g)         |        |        |        |        |        |        |        |        |
 58  Peter Splawnyk (c)         |        |        |        |        |        |        |        |        |
 59  R. Dane Swinehart          |        |        |        |        |        |        |        |        |
     P.O. Box 250               |        |        |        |        |        |        |        |        |
     Lancaster, OH              |        |        |        |        |        |        |        |        |
 60  D.B. Synowiec              |        |        |        |        |        |        |        |        |   
     R. R. Number 2, Box 24A    |        |        |        |        |        |        |        |        |
     Rockport, IN               |        |        |        |        |        |        |        |        |
 61  M.H. Thomas                |        |        |        |        |        |        |        |        |
     P.O. Box 400               |        |        |        |        |        |        |        |        |
     Louisa, KY                 |        |        |        |        |        |        |        |        |
 62  James F. Tompkins          |        |        |        |        |        |VP      |        |        |
     P.O. Box 490               |        |        |        |        |        |        |        |        |
     Athens, OH                 |        |        |        |        |        |        |        |        |
 63  Joseph A. Valentine (a)    |        |        |        |        |        |        |        |        |
 64  Andrew P. Varley (a)       |        |        |        |        |        |        |        |        |
 65  Joseph H. Vipperman (b)    |VP      |        |        |        |D,VP    |        |D,VP    |        |
 66  Dana E. Waldo (b)          |VP      |        |        |        |        |        |        |        |
</TABLE>
<PAGE>
<PAGE>
<TABLE>
                     OHIO VALLEY ELECTRIC CORPORATION
                  INDIANA-KENTUCKY ELECTRIC CORPORATION
<CAPTION>
                                                                           IKEC         OVEC
         Name                      Address                               Position     Position
<S>                     <C>                                               <C>           <C>
Klaus Bergman           12 East 49th Street, New York, NY                   -            D

John D. Brodt           P.O. Box 468, Piketon, OH                          S,T           S,T

W.N. D'Onofrio          (d)                                                D              -

E. Linn Draper, Jr.     (a)                                                D,P           D,P

Murray R. Edelman       6200 Oak Tree Blvd., Independence, OH               -            D

Carl A. Erikson         (c)                                                 -            D

David L. Hart           (a)                                                VP            VP

Chris Hermann           220 West Main Street, Louisville, KY                -            D

Allen M. Hill           P.O. Box 1247, Dayton, OH                           -            D

W.R. Holland            76 South Main Street, Akron, OH                    D             D

J. Gordon Hurst         One N. Main Street, Evansville, IN                 D              -

David E. Jones          P.O. Box 468, Piketon, OH                          VP            VP

G.P. Maloney            (a)                                                VP            VP

Dr. James J. Markowsky  (a)                                                 -            D

Richard C. Menge        (d)                                                D              -

J.H. Randolph           139 East Fourth Street, Cincinnati, OH              -            D

Ronald G. Reherman      20 NW Fourth Street, Evansville, IN                D             D

Peter J. Skrgic         12 East 49th Street, New York, NY                  D             D

Joseph H. Vipperman     (b)                                                 -            D

Michael R. Whitley      1 Quality Street, Lexington, KY                     -            D

</TABLE>
<PAGE>
<PAGE>
ITEM 6. (CONTINUED)
<TABLE>
  Part II. Each officer and director with a financial connection within the
provisions of Section 17(c) of the Act are as follows:
<CAPTION>
                                                    Position
                      Name and Location              Held in          Applicable
Name of Officer          of Financial               Financial         Exemption
  or Director             Institution               Institution           Rule
      (1)                      (2)                     (3)                (4)   
<S>                 <C>                                <C>              <C>  
Robert M. Duncan    First Federal Savings and
                    Loan Association
                    Newark, Ohio                       Director         70(a)

L.A. Hudson, Jr.    American National Bankshares, Inc.
                    Danville, Virginia                 Director         70(a)
                    American National Bank & Trust Co.
                    Danville, Virginia                 Director         70(a)

D.A. Lang           Classic Bankshares
                    Ashland, Kentucky                  Director         70(c)
                    Ashland Federal Savings Bank
                    Ashland, Kentucky                  Director         70(c)

W.J. Lhota          Huntington Bancshares, Inc.
                    Columbus, Ohio                     Director         70(c),(f)

R.C. Menge          Fort Wayne National Bank
                    Fort Wayne, Indiana                Director         70(c),(f)
                    Fort Wayne National Corporation
                    Fort Wayne, Indiana                Director         70(c),(f)
                                                                        
A.E. Peyton         One Valley Bank, N.A.
                    Charleston, West Virginia          Director         70(a)
                    One Valley Bancorp of
                    West Virginia, Inc.
                    Charleston, West Virginia          Director         70(a)

Samuel P.           CSB Bank Corporation
Riggle, Jr.         Millersburg, Ohio                  Director         70(c),(f)
                    Commercial & Saving Bank
                    Millersburg, Ohio                  Director         70(c),(f)

R.L. Roberts        Third Savings and Loan Co.
                    Piqua, Ohio                        Director         70(c)

Donald G. Smith     First Union National Bank
                    of Virginia                                         
                    Roanoke, Virginia                  Director         70(a)
                    First Union National Bank
                    of Washington D.C.                
                    Washington, D.C.                   Director         70(b)
                    First Union National Bank
                    of Maryland
                    Rockville, Maryland                Director         70(b)

R.D. Swinehart      Standing Stone National Bank       
                    Lancaster, Ohio                    Director         70(c),(f)
</TABLE>

<PAGE>
<PAGE>
ITEM 6. (continued)

Part III. The disclosures made in the System companies' most recent proxy
          statement and annual report on Form 10-K with respect to items (a)
          through (f) follow:

(a) COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Executive Compensation

The following table shows for 1995, 1994 and 1993 the compensation earned by
the chief executive officer and the four other most highly compensated
executive officers (as defined by regulations of the Securities and Exchange
Commission) of the AEP System at December 31, 1995.
<TABLE>
<CAPTION>
                            Summary Compensation Table
                                                                    Long-Term 
                                           Annual Compensation    Compensation        All Other  
                                           Salary       Bonus        Payouts          Compensation
           Name                   Year     ($)         ($)(1)    LTIP Payouts($)(1)     ($)(2)      
<S>                                <C>      <C>         <C>            <C>               <C>
E. Linn Draper, Jr.                1995     685,000     236,325        334,851           30,790
                                   1994     620,000     209,436        137,362           29,385
                                   1993     538,333     148,742                          18,180

Peter J. DeMaria                   1995     330,000     113,850        143,829           20,050
                                   1994     305,000     103,029         59,032           18,750
                                   1993     280,000      77,364                          17,811

                                                                                               
G. P. Maloney                      1995     330,000     113,850        141,582           20,060
                                   1994     300,000     101,340         58,094           19,745
                                   1993     269,000      74,325                          18,000

William J. Lhota                   1995     300,000     103,500        132,592           19,140
                                   1994     280,000      94,584         54,409           19,185
                                   1993     249,000      68,799                          17,160

James J. Markowsky                 1995     285,000      98,325        126,599           17,515
                                   1994     267,000      90,193         51,930           14,755
                                   1993     247,000      65,259                          11,165
</TABLE>

Notes to Summary Compensation Table
(1)   Amounts in the "Bonus" column reflect payments under the Management
Incentive Compensation Plan for performance measured for each of the years
ended December 31, 1993, 1994 and 1995. Payments are made in March of the
subsequent year. Amounts for 1995 are estimates but should not change
significantly.
    Amounts in the "Long-Term Compensation" column reflect performance
share units earned under the Performance Share Incentive Plan (which became
effective January 1, 1994) for the one-year and two-year transition
performance periods ending December 31, 1994 and 1995, respectively. For
1995, their value was calculated by multiplying the $40.50 closing price of
AEP's Common Stock as reported on the New York Stock Exchange on December
29, 1995, the last trading day of fiscal year 1995, by the number of units
earned. 
(2)    For 1995, includes (I) employer matching contributions under the AEP
System Employees Savings Plan: $4,500 for each of the named executive
officers; (ii) employer matching contributions under the AEP System
Supplemental Savings Plan (which became effective January 1, 1994), a
non-qualified plan designed to supplement the AEP Savings Plan: Dr. Draper,
$16,050; Mr. DeMaria, $5,400; Mr. Maloney, $5,400; Mr. Lhota, $4,500; and
Dr. Markowsky, $4,050; and (iii) subsidiary companies director fees:
Dr. Draper, $10,240; Mr. DeMaria, $10,150; Mr. Maloney, $10,160; Mr. Lhota,
$10,140; and Dr. Markowsky, $8,965.


Compensation of Directors

Directors who are officers of AEP or employees of any of its subsidiaries
do not receive any compensation, other than their regular salaries and the
accident insurance coverage described below, for attending meetings of the
Board of Directors of the Company. The other members of the Board receive
an annual retainer of $23,000 for their services, an additional annual
retainer of $3,000 for each Committee that they chair, a fee of $1,000 for
each meeting of the Board and of any Committee that they attend (except a
meeting of the Executive Committee held on the same day as a Board
meeting), and a fee of $1,000 per day for any inspection trip or conference
(except a trip or conference on the same day as a Board or Committee
meeting). 

AEP maintains a group 24-hour accident insurance policy to provide a
$1,000,000 accidental death benefit for each director (three-year premium
was $16,065). The current policy will expire on September 1, 1997, and the
Company expects to renew the coverage. In addition, the Company pays each
director (excluding officers of the Company or employees of any of its
subsidiaries) an amount to provide for the federal and state income taxes
incurred in connection with the maintenance of this coverage (approximately
$500 annually). 

The Board has adopted a policy which permits directors to elect annually to
defer receipt of all or a portion of their retainer and fees to be payable
in a lump sum or monthly installments after they cease to be a director.
The deferred compensation accrues interest compounded quarterly at the
daily prime lending rate in effect from time to time at a specified major
financial institution. This policy is implemented by individual
deferred-compensation agreements which set forth the terms of the deferral. 

The Board has adopted a retirement plan for directors (excluding officers
of AEP or employees of any of its subsidiaries) which provides for annual
retirement payments for life to such directors commencing at the later of
the director's retirement or age 72 in an amount equal to the annual Board
retainer at the time of retirement with a 20% reduction for each year that
service as a director is less than five. 

Directors of APCo, I&M and OPCo receive a fee of $100 for each meeting of
the Board of Directors attended in addition to their salaries.
<PAGE>
<PAGE>
(b) OWNERSHIP OF SECURITIES
The following table sets forth the beneficial ownership of AEP Common Stock
and stock-based units as of January 1, 1996 for all directors as of the
date of this proxy statement (except for Mr. Fri and Ms. Stuntz whose share
ownership is as of February 13, 1996 and February 27, 1996, respectively),
all nominees to the Board of Directors, each of the persons named in the
Summary Compensation Table and all directors and executive officers as a
group. Unless otherwise noted, each person had sole voting and investment
power over the number of shares of Common Stock and stock-based units of
AEP set forth across from his or her name. Fractions of shares and units
have been rounded to the nearest whole number.
<TABLE>
<CAPTION>
                                                         SHARES OF AEP 
                                                         COMMON STOCK 
                                                         BENEFICIALLY              STOCK 
NAME                       DIRECTOR OF                   OWNED (a)              UNITS(a)            TOTAL
<S>                       <C>                             <C>                     <C>              <C>  
C. R. Boyle, III           I&M                               3,470                   629            4,099
G. A. Clark                I&M                                 833                   327            1,160
P. J. DeMaria              AEP, APCo, I&M, OPCo              7,356 (b)(c)(d)(e)(f) 5,391           12,747
W. N. D'Onofrio            I&M                               4,154 (c)(e)            492            4,646
E. L. Draper, Jr.          AEP, APCo, I&M, OPCo              6,119 (c)(e)         11,984           18,103
R. M. Duncan               AEP                               1,713                   -              1,713
H. W. Fayne                APCo, OPCo                        3,653 (c)(e)          2,405            6,058
R. W. Fri                  AEP                                 500                   -                500
A. G. Hansen               AEP                               1,116                   -              1,116
L. A. Hudson, Jr.          AEP                               1,853 (f)               -              1,853
W. J. Lhota                APCo, I&M, OPCo                  13,064 (c)(d)(e)       4,944           18,008
G. P. Maloney              AEP, APCo, I&M, OPCo              5,227 (c)(d)(e)       5,306           10,533
J. J. Markowsky            APCo, I&M, OPCo                   6,631 (c)(f)          4,714           11,345
A. E. Peyton               AEP                               3,348 (g)               -              3,348
A. H. Potter               I&M                               3,084 (c)(e)            -              3,084
T. F. Reid                 AEP                               1,500 (e)               -              1,500
D. G. Smith                AEP                               1,200                   -              1,200
L. G. Stuntz               AEP                               1,000 (e)               -              1,000
M. Tanenbaum               AEP                               1,160                   -              1,160
D. B. Synowiec             I&M                               2,214                   398            2,612
D. M. Trenary              I&M                                  64                   412              476
J. H. Vipperman            APCo, I&M, OPCo                   5,092 (c)(e)          3,365            8,457
W. E. Walters              I&M                               4,738                   278            5,016
A. H. Zwinger              AEP                              12,300 (e)(f)            -             12,300

All directors & executive officers of AEP 
  as a group (15 persons)                                  149,318  (d)(h)         32,339          181,657
All directors & executive officers of APCo
  as a group (7 persons)                                   132,373  (d)(h)         38,109          170,482
All directors & executive officers of I&M 
 as a group (13 persons)                                  147,277  (d)(h)         38,240          185,517
All directors & executive officers of OPCo 
 as a group (7 persons)                                   132,373  (d)(h)         38,109          170,482

<PAGE>
Notes on Stock Ownership
(a)   This column includes amounts deferred in stock units and held under
the Management Incentive Compensation Plan and Performance Share Incentive
Plan. 

(b)   Mr. DeMaria owns 100 shares of Cumulative Preferred Shares 9.50%
Series, $100 par value, of Columbus Southern Power Company. 

    Includes shares and share equivalents held in the following plans in the
amounts listed below: 

                       AEP EMPLOYEE      AEP PERFORMANCE      AEP EMPLOYEES 
                       STOCK OWNERSHIP   SHARE INCENTIVE      SAVINGS PLAN 
NAME                   PLAN (Shares)     PLAN (Shares)     (Share Equivalents)
                                                                                       
Mr. Boyle                     47                  316            3,107
Mr. Clark                      8                   -               825
Mr. DeMaria                   83                  944            2,705
Mr. D'Onofrio                 59                   -             3,595
Dr. Draper                     -                2,196            1,958
Mr. Fayne                     63                  398            3,162
Mr. Lhota                     60                  812           10,824
Mr. Maloney                   85                  867            2,775
Dr. Markowsky                 66                  830            5,718
Mr. Potter                    41                   -             3,029
Mr. Trenary                   41                   -                23
Mr. Vipperman                 80                  564            4,391
Mr. Walters                   45                   -             4,693

All directors and executive
officers of AEP as a group   294                5,649           23,980

All directors and executive 
officers of APCo as a group  437                6,611           31,533

All directors and executive 
officers of I&M as a group   668                6,529           45,804

All directors and executive 
officers of OPCo as a group  437                6,611           31,533

     With respect to the shares and share equivalents held in these plans,
such persons have sole voting power, but the investment/disposition power is
subject to the terms of such plans. 

(d)  Does not include, for Messrs. DeMaria, Lhota and Maloney, 85,231 shares
in the American Electric Power System Educational Trust Fund over which
Messrs. DeMaria, Lhota and Maloney share voting and investment power as
trustees (they disclaim beneficial ownership). The amount of shares shown
for all directors and executive officers as a group includes these shares. 

(e)  Includes the following numbers of shares held in joint tenancy with a
family member: Mr. DeMaria, 1,232; Mr. D'Onofrio, 500 shares; Dr. Draper,
1,965; Mr. Fayne, 30; Mr. Lhota, 1,368; Mr. Maloney, 1,500; Mr. Potter, 14
shares; Mr. Reid, 1,500; Ms. Stuntz, 300; Mr. Vipperman, 57 shares; and
Ms. Zwinger, 3,100. 

(f)  Includes the following numbers of shares held by family members over
which beneficial ownership is disclaimed: Mr. DeMaria, 2,392; Mr. Hudson,
750; Dr. Markowsky, 17; and Ms. Zwinger, 3,000. 

(g)  Includes 315 shares over which Mr. Peyton shares voting and investment
power which are held by trusts of which he is a trustee, but he disclaims
beneficial ownership of 169 of such shares. 

(h)  Represents less than 1% of the total number of shares outstanding. 

___________

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors to file initial reports of ownership and
reports of changes in ownership of Common Stock of the Company with the
Securities and Exchange Commission. Executive officers and directors are
required by SEC regulations to furnish the Company with copies of all
reports they file. Based solely on a review of the copies of such reports
furnished to the Company and written representations from the Company's
executive officers and directors during the fiscal year ended December 31,
1995, the Company notes that Robert M. Duncan, a director, did not timely
report the acquisition of 283 shares of Common Stock that occurred in
April 1995, although he reported it shortly thereafter.


(c) CONTRACTS AND TRANSACTIONS WITH SYSTEM COMPANIES

   Employment Agreement

Dr. Draper has a contract with AEP and AEP Service Corporation which
provides for his employment for an initial term from no later than March 15,
1992 until March 15, 1997. Dr. Draper commenced his employment with AEP and
AEP Service Corporation on March 1, 1992. AEP or AEP Service Corporation may
terminate the contract at any time and, if this is done for reasons other
than cause and other than as a result of Dr. Draper's death or permanent
disability, AEP Service Corporation must pay Dr. Draper's then base salary
through March 15, 1997, less any amounts received by Dr. Draper from other
employment.

Ms. Stuntz, a director of AEP, was a partner in the Washington, D.C. law
firm of Van Ness Feldman, P.C. during part of 1995. Several organizations of
which certain AEP System companies have been members and to which they have
provided financial support, were clients of Van Ness Feldman, P.C. in 1995.
No such relationships exist between AEP System companies and the current
firm of Ms. Stuntz, Stuntz & Davis, P.C. 



(d) INDEBTEDNESS TO SYSTEM COMPANIES

     None



(e) PARTICIPATION IN BONUS AND PROFIT SHARING ARRANGEMENTS AND OTHER
    BENEFITS

                 Long-Term Incentive Plans - Awards In 1995

Each of the awards set forth below constitutes a grant of performance share
units, which represent units equivalent to shares of Common Stock, pursuant
to the Company's Performance Share Incentive Plan. Since it is not possible
to predict future dividends and the price of AEP Common Stock, credits of
performance share units in amounts equal to the dividends that would have
been paid if the performance share units were granted in the form of shares
of Common Stock are not included in the table. 

The ability to earn performance share units is tied to achieving specified
levels of total shareholder return ("TSR") relative to the S&P Electric
Utility Index. Notwithstanding AEP's TSR ranking, no performance share units
are earned unless AEP shareholders realize a positive TSR over the relevant
three-year performance period. The Human Resources Committee may, at its
discretion, reduce the number of performance share units otherwise earned.
In accordance with the performance goals established for the periods set
forth below, the threshold, target and maximum awards are equal to 25%, 100%
and 200%, respectively, of the performance share units held. No payment will
be made for performance below the threshold. 

Payments of earned awards are deferred in the form of restricted stock units
(equivalent to shares of AEP Common Stock) until the officer has met the
equivalent stock ownership target.  Once officers meet and maintain their
respective targets, they may elect either to continue to defer or to receive
further earned awards in cash and/or AEP Common Stock.

</TABLE>
<TABLE>
<CAPTION>
                                                               Estimated Future Payouts of 
                                              Performance      Performance Share Units Under     
                           Number of         Period Until      Non-Stock Price-Based Plan 
                          Performance         Maturation        Threshold    Target       Maximum
         Name            Share Units         or Payout           (#)         (#)         (#)     
<S>                          <C>             <C>                 <C>         <C>        <C>
E. L. Draper, Jr.            8,302           1995-1997           2,075       8,302      16,604
P. J. DeMaria                3,499           1995-1997             875       3,499       6,998
G. P. Maloney                3,499           1995-1997             875       3,499       6,998
W. J. Lhota                  3,181           1995-1997             795       3,181       6,362
J. J. Markowsky              3,022           1995-1997             755       3,022       6,044
</TABLE>


<PAGE>
                             Retirement Benefits

The American Electric Power System Retirement Plan provides pensions for all
employees of AEP System companies (except for employees covered by certain
collective bargaining agreements), including the executive officers of the
Company. The Retirement Plan is a noncontributory defined benefit plan. 

The following table shows the approximate annual annuities under the
Retirement Plan that would be payable to employees in certain higher salary
classifications, assuming retirement at age 65 after various periods of
service.
<TABLE>
                                                        Pension Plan Table
<CAPTION>
Highest Average                                       Years of Accredited Service                    
Annual Earnings      15               20                   25            30             35               40               45   
<S>              <C>               <C>               <C>              <C>             <C>              <C>              <C>
$  300,000       $ 69,930          $ 93,240          $116,550         $139,860        $163,170         $183,120         $203,070
   400,000         93,930           125,420           156,550          187,860         219,170          245,770          272,370
   500,000        117,930           157,240           196,550          235,860         275,170          308,420          341,670
   700,000        165,930           221,240           276,550          331,860         387,170          433,720          480,270
   900,000        213,930           285,240           356,550          427,860         499,170          559,020          618,870
 1,100,000        261,930           349,240           436,550          523,860         611,170          684,320          757,470
</TABLE>

The amounts shown in the table are the straight life annuities payable under
the Retirement Plan without reduction for the joint and survivor annuity.
Retirement benefits listed in the table are not subject to any deduction for
Social Security or other offset amounts. The retirement annuity is reduced
3% per year in the case of retirement between ages 60 and 62 and further
reduced 6% per year in the case of retirement between ages 55 and 60. If an
employee retires after age 62, there is no reduction in the retirement
annuity. 

AEP maintains a supplemental retirement plan which provides for the payment
of benefits that are not payable under the Retirement Plan due primarily to
limitations imposed by Federal tax law on benefits paid by qualified plans.
The table includes supplemental retirement benefits. 

Compensation upon which retirement benefits are based, for the executive
officers named in the Summary Compensation Table above, consists of the
average of the 36 consecutive months of the officer's highest aggregate
salary and Management Incentive Compensation Plan awards, shown in the
"Salary" and "Bonus" columns, respectively, of the Summary Compensation
Table, out of the officer's most recent 10 years of service. As of
December 31, 1995, the number of full years of service applicable for
retirement benefit calculation purposes for such officers were as follows: 
Dr. Draper, three years; Mr. DeMaria, 36 years; Mr. Maloney, 40 years;
Mr. Lhota, 31 years; and Dr. Markowsky, 24 years. 

Dr. Draper's employment agreement described above provides him with a
supplemental retirement annuity that credits him with 24 years of service in
addition to his years of service credited under the Retirement Plan less his
actual pension entitlement under the Retirement Plan and any pension
entitlement from the Gulf States Utilities Company Trusteed Retirement Plan,
a plan sponsored by his prior employer. 

AEP will pay supplemental retirement benefits to 19 AEP System employees
(including Messrs. DeMaria, Maloney and Lhota and Dr. Markowsky) whose
pensions may be adversely affected by amendments to the Retirement Plan made
as a result of the Tax Reform Act of 1986. Such payments, if any, will be
equal to any reduction occurring because of such amendments. Assuming
retirement in 1996 of the executive officers named in the Summary
Compensation Table, only Mr. Maloney would be affected and his annual
supplemental benefit would be $972. 

AEP made available a voluntary deferred-compensation program in 1982 and
1986, which permitted certain members of AEP System management to defer
receipt of a portion of their salaries. Under this program, a participant
was able to defer up to 10% or 15% annually (depending on the terms of the
program offered), over a four-year period, of his or her salary, and receive
supplemental retirement or survivor benefit payments over a 15-year period.
The amount of supplemental retirement payments received is dependent upon
the amount deferred, age at the time the deferral election was made, and
number of years until the participant retires.  The following table sets
forth, for the executive officers named in the Summary Compensation Table,
the amounts of annual deferrals and, assuming retirement at age 65, annual
supplemental retirement payments under the 1982 and 1986 programs.
<PAGE>
<PAGE>
ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS

      Expenditures, disbursements or payments during the year, in money, goods
      or services directly or indirectly to or for the account of:

          (1)  Any political party, candidate for public office or
               holder of such office, or any committee or agent
               thereof. 
                  - NONE

          (2)  Any citizens group or public relations counsel.

                        Calendar Year 1995

                                           Accounts Charged,
Name of Company and Name                         if any,
or Number of Recipients                       Per Books of
    or Beneficiaries          Purpose      Disbursing Company       Amounts
                                                                (in thousands)

AEGCo
 Climate Council                 A         426 Other Income
                                                Deductions           $20

APCo
  Coalition for Energy
    and Economic Revitalization  A           "    "      "            52


I&M
  Climate Council                A           "    "      "            50
  Indiana Electric Association   A           "    "      "            33
  3 Beneficiaries                A           "    "      "             1





A = Defray Expenses

<PAGE>
<PAGE>
<TABLE>
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS
<CAPTION>
Part I.   Contracts for services, including engineering or construction services, or goods supplied or sold
          between System companies are as follows:

                                       Calendar Year 1995

                          Company               Company                                                In Effect
     Nature of           Performing            Receiving                                Date of       On Dec. 31st
    Transactions          Service               Service             Compensation        Contract      (Yes or No)
        (1)                   (2)                  (3)                    (4)               (5)            (6)     
                                                        (in thousands)
<S>                         <C>        <C>                            <C>               <C>               <C>
Machine Shop Services       APCo       System Operating Companies     $  8,667          12/08/78          Yes
Plant Maintenance           APCo       System Operating Companies        4,244           1/01/76          Yes
Racine Hydro Service        APCo                 OPCo                      298          12/08/78          Yes
Simulator Training Services APCo       System Operating Companies          649          12/12/87          Yes
Coal                        BHCCo                I&M                      -   (a)        1/01/82          Yes
Coal                        CeCCo                APCo                     -   (b)       12/01/76          Yes
Coal                        CACCo                APCo                     -   (c)        9/14/48          Yes
Coal                        CCCo               APCo/OPCo                  -   (d)         1/1/80          Yes
Coal Washing                CCPC                 CSPCo                   8,812          11/05/84          Yes
Coal                        COCCo                OPCo                   52,158           4/01/83          Yes
Barging Transportation      I&M        System Operating Companies       23,160           5/01/86          Yes
Coal                        SACCo                APCo                     -   (e)        3/01/78          Yes
Coal                        SOCCo                OPCo                  183,956           2/01/74          Yes
Coal                        SOCCo                OPCo                     -   (f)       10/01/72          Yes
Coal                        WCCo                 OPCo                   48,979           1/01/83          Yes
Coal Transportation         Simco                CCPC                      455           5/01/91          Yes

(a)  Excludes shutdown costs billed to I&M of $231,000.
(b)  Excludes shutdown costs billed to APCo of $3,659,000.
(c)  Excludes shutdown costs billed to APCo of $710,000.
(d)  Excludes shutdown cost billed to OPCo and APCo of $182,000.
(e)  Excludes shutdown costs credited to APCo of $106,000.
(f)  Excludes shutdown costs credited to OPCo of $1,516,000.
</TABLE>
Part II.  Contracts to purchase services or goods between any System company
          and (1) any affiliate company (other than a System company) or (2)
          any other company in which any officer or director of the System
          company, receiving service under the contract, is a partner or owns 5
          percent or more of any class of equity securities.
           - NONE.

Part III. Employment of any other person, by any System company, for the
          performance on a continuing basis, of management, supervisory or
          financial advisory services. 
          - NONE.



<PAGE>
<PAGE>
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES

Part I.

    (a) AEP Resources International, Ltd. was formed as a
        wholly-owned subsidiary by AEP Resources, Inc. on
        June 24, 1994.  It is domiciled in the Cayman
        Islands and its business address is Caledonian Bank
        & Trust Limited, Caldonian House, Mary Street, P.O.
        Box 1043, George Town, Grand Cayman, Cayman Islands. 
        At December 31, 1995, the Company owned no
        facilities.

    (b) AEP Resources International, Ltd. issued one share
        of $1.00 par value common stock to its parent, AEP
        Resources, Inc., for $5,000 during 1994.  During
        1995 AEPRI received capital contributions from its
        parent totalling $110,000 and at year end had an
        accumulated net loss of $97,000.  There is no other
        stock or debt outstanding.  The Company owned no
        fixed assets at December 31, 1995.

    (c) There was no debt outstanding at December 31, 1995.

    (d) There were no contracts between AEP Resources
        International, Ltd. and other system companies.

Part II.

    See Exhibit's H and I

Part III.

    American Electric Power Company, Inc.'s aggregate investment
    in foreign utility companies is $115,000 which is less than
    1% of its investment in domestic public utility subsidiary
    companies.

<PAGE>
<PAGE>
ITEM 10.  FINANCIAL STATEMENTS AND EXHIBITS
                                                     Section and
  FINANCIAL STATEMENTS                                 Page No. 

    Consent of Independent Public Accountants            A-1

    Consolidating Statements of Income               B-1 to B-6

    Consolidating Balance Sheets
      Assets                                         B-7 to B-13
      Capitalization and Liabilities                 B-14 to B-20

    Consolidating Statements of Cash Flows           B-21 to B-26

    Consolidating Statements of Retained Earnings    B-27 to B-33

    Note to Consolidating Financial Statements            C-1

    Financial Statements of Subsidiaries 
      Not Consolidated:

      CdOCo                                           D-1 to D-2
      IKEC                                            D-3 to D-5
      OVEC                                            D-6 to D-9
      ICS                                                 *

   EXHIBITS

    Exhibit A                                             E

    Exhibit B & C                                         **

    Exhibit D                                             **

    Exhibit E                                             **

    Exhibit F                                             None

    Exhibit G                                             **

    Exhibit H                                             **

    Exhibit I                                             **

    Exhibit 27                                            **




 * Omitted pursuant to Securities and Exchange Commission Release No. 35-24295.
** These Exhibits are included only the in copy filed with the Securities and 
   Exchange Commission.

<PAGE>
<PAGE>
                    INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in this American Electric
Power Company, Inc. Annual Report (Form U5S) to the Securities and
Exchange Commission, filed pursuant to the Public Utility Holding
Company Act of 1935, for the year ended December 31, 1995, of our
reports dated February 27, 1996 on the consolidated financial
statements of American Electric Power Company, Inc. and subsidiaries
and of certain of its subsidiaries (AEP Generating Company, Appalachian
Power Company and subsidiaries, Columbus Southern Power Company and
subsidiaries, Indiana Michigan Power Company and subsidiaries, Kentucky
Power Company, and Ohio Power Company and subsidiaries), incorporated
by reference in the combined Annual Report (Form 10-K) to the
Securities and Exchange Commission of American Electric Power Company,
Inc. and its subsidiaries and of certain of its subsidiaries for the
year ended December 31, 1995.



/s/ Deloitte & Touche llp

Deloitte & Touche llp


Columbus, Ohio
April 29, 1996





                                 A-1
<PAGE>


<PAGE>
<TABLE>

    AMERICAN ELECTRIC POWER COMPANY, INC.  
          AND SUBSIDIARY COMPANIES         
      CONSOLIDATING STATEMENT OF INCOME    
        Year Ended December 31, 1995       
   (in thousands, except per share amount) 
<CAPTION>
                                                         JOURNAL      ELIMINATIONS
                                               AEP        ENTRY          AND        COMBINED                APCo
                                           CONSOLIDATED  NUMBERS      ADJUSTMENTS    TOTAL       AEP    CONSOLIDATED
                                                    
<S>                                         <C>         <C>         <C>            <C>         <C>        <C>
Operating Revenues                          $5,670,330  1,2,4,8,9   ($1,054,799)   $6,725,129             $1,545,039
Equity of American Electric Power Company, 
  Inc.in Earnings of Subsidiaries                           3          (537,686)      537,686  $537,686
      Total                                  5,670,330               (1,592,485)    7,262,815   537,686    1,545,039
                                           
Operating Expenses:                        
  Fuel and Purchased Power                   1,625,531     1,9         (771,985)    2,397,516                648,862
  Other Operation                            1,184,158  1,2,4,8,9      (255,270)    1,439,428     5,564      221,783
  Maintenance                                  541,825    4,8,9          (9,066)      550,891                139,566
  Depreciation and Amortization                593,019      8            (4,009)      597,028                132,999
  Taxes Other Than Federal Income Taxes        489,223    4,8,9         (13,188)      502,411       187      117,093
  Federal Income Taxes                         272,027    4,7,9             976       271,051                 57,634
      Total Operating Expenses               4,705,783               (1,052,542)    5,758,325     5,751    1,317,937
                                           
Operating Income (Loss)                        964,547                 (539,943)    1,504,490   531,935      227,102
                                           
Nonoperating Income (Loss):                
  Deferred Zimmer Plant Carrying           
    Charges (net of tax)                         3,089                                  3,089
  Other Nonoperating Income (Loss)              17,115   3-6,8,9          1,324        15,791       565       (4,699)
      Total Nonoperating Income (Loss)          20,204                    1,324        18,880       565       (4,699)
                                           
Income (Loss) Before Interest Charges and  
  Preferred Dividends                          984,751                 (538,619)    1,523,370   532,500      222,403
                                           
Interest Charges (net)                         400,077                                400,077     2,597      106,503
                                           
Preferred Stock Dividend Requirements      
  of Subsidiaries                               54,771                                 54,771                 16,405
                                           
Net Income (Loss)                             $529,903                ($538,619)   $1,068,522  $529,903      $99,495
                                           
Average Number of Shares Outstanding           185,847                             
                                           
Earnings Per Share                               $2.85                             
                                           
See Note to Consolidating Financial        
  Statements on Page C-1.                  
</TABLE>  
<PAGE>
<TABLE>
    AMERICAN ELECTRIC POWER COMPANY, INC.                                                     
          AND SUBSIDIARY COMPANIES         
      CONSOLIDATING STATEMENT OF INCOME    
        Year Ended December 31, 1995       
   (in thousands, except per share amount) 
<CAPTION>                                           
                                               CSPCo         I&M                                 OPCo
                                           CONSOLIDATED CONSOLIDATED     KEPCo      KGPCo    CONSOLIDATED   WPCo
                                              
<S>                                          <C>          <C>           <C>          <C>      <C>          <C>
Operating Revenues                           $1,071,862   $1,283,157    $328,144     $79,788  $1,822,997   $85,204
Equity of American Electric Power Company, 
  Inc.in Earnings of Subsidiaries          
      Total                                   1,071,862    1,283,157     328,144      79,788   1,822,997    85,204
                                           
Operating Expenses:                        
  Fuel and Purchased Power                      337,308      348,380     168,809      58,706     678,077    57,739
  Other Operation                               190,542      306,967      45,253       7,331     327,026     8,382
  Maintenance                                    71,022      141,813      27,877       2,400     144,202     3,741
  Depreciation and Amortization                 118,716      154,458      24,434       2,280     135,844     2,614
  Taxes Other Than Federal Income Taxes         109,680       71,791       8,431       3,722     170,047     5,310
  Federal Income Taxes                           58,786       54,025       4,319         815      95,641     1,790
      Total Operating Expenses                  886,054    1,077,434     279,123      75,254   1,550,837    79,576
                                           
Operating Income (Loss)                         185,808      205,723      49,021       4,534     272,160     5,628
                                           
Nonoperating Income (Loss):                
  Deferred Zimmer Plant Carrying           
    Charges (net of tax)                          3,089
  Other Nonoperating Income (Loss)                2,113        6,272           3         285      11,240       (64)
      Total Nonoperating Income (Loss)            5,202        6,272           3         285      11,240       (64)
                                           
Income (Loss) Before Interest Charges and  
  Preferred Dividends                           191,010      211,995      49,024       4,819     283,400     5,564
                                           
Interest Charges (net)                           80,394       70,903      23,896       2,785      93,953     2,695
                                           
Preferred Stock Dividend Requirements      
  of Subsidiaries                                11,907       11,791                              14,668
                                           
Net Income (Loss)                               $98,709     $129,301     $25,128      $2,034    $174,779    $2,869
                                           
Average Number of Shares Outstanding                                                          
                                           
Earnings Per Share                         
                                           
See Note to Consolidating Financial                                                           
  Statements on Page C-1.                  
</TABLE>  
<PAGE>
<TABLE>
    AMERICAN ELECTRIC POWER COMPANY, INC.  
          AND SUBSIDIARY COMPANIES         
      CONSOLIDATING STATEMENT OF INCOME    
        Year Ended December 31, 1995       
   (in thousands, except per share amount) 
<CAPTION>                                           
                                           
                                            AEPENS    AEGCo   AEPINV  AEPRES  AEPRI   AEPSC   CCCo    COpCo  FRECo  IFRI
                                         
<S>                                             <C> <C>           <C>    <C>        <C>         <C>  <C>       <C>   <C>
Operating Revenues                                  $231,795                        $260,886         $16,257
Equity of American Electric Power Company, 
  Inc.in Earnings of Subsidiaries          
      Total                                      $0  231,795       $0     $0     $0  260,886     $0   16,257    $0    $0
                                           
Operating Expenses:                        
  Fuel and Purchased Power                            99,635
  Other Operation                                     79,939                         237,213           9,428
  Maintenance                                         11,203                           3,242           5,825
  Depreciation and Amortization                       21,674                           4,009
  Taxes Other Than Federal Income Taxes                2,962                          12,161           1,027
  Federal Income Taxes                                 3,339                          (5,346)             48
      Total Operating Expenses                    0  218,752        0      0      0  251,279      0   16,328     0     0
                                           
Operating Income (Loss)                           0   13,043        0      0      0    9,607      0      (71)    0     0
                                           
Nonoperating Income (Loss):                
  Deferred Zimmer Plant Carrying           
    Charges (net of tax)                   
  Other Nonoperating Income (Loss)           (1,807)   3,685     (191)  (288)   (93)  (1,301)             71
      Total Nonoperating Income (Loss)       (1,807)   3,685     (191)  (288)   (93)  (1,301)     0       71     0     0
                                           
Income (Loss) Before Interest Charges and  
  Preferred Dividends                        (1,807)  16,728     (191)  (288)   (93)   8,306      0        0     0     0
                                           
Interest Charges (net)                            4    8,041                           8,306
                                           
Preferred Stock Dividend Requirements      
  of Subsidiaries                          
                                           
Net Income (Loss)                           ($1,811)  $8,687    ($191) ($288)  ($93)      $0     $0       $0    $0    $0
                                           
Average Number of Shares Outstanding       
                                           
Earnings Per Share                         
                                           
See Note to Consolidating Financial        
  Statements on Page C-1.                  
</TABLE>



<PAGE>
<TABLE>
  APPALACHIAN POWER COMPANY AND SUBSIDIARY COMPANIES
      CONSOLIDATING STATEMENT OF INCOME     
         Year Ended December 31, 1995       
                (in thousands)              
<CAPTION>                                            
                                                         JOURNAL    ELIMINATIONS
                                                APCo      ENTRY         AND        COMBINED
                                            CONSOLIDATED NUMBERS     ADJUSTMENTS    TOTAL        APCo
                                                       
<S>                                          <C>            <C>          <C>      <C>         <C>
Operating Revenues                           $1,545,039                     $0    $1,545,039  $1,545,039
                                            
Operating Expenses:                         
  Fuel and Purchased Power                      648,862                      0       648,862     648,862
  Other Operation                               221,783                              221,783     221,783
  Maintenance                                   139,566                              139,566     139,566
  Depreciation and Amortization                 132,999                              132,999     132,999
  Taxes Other Than Federal Income Taxes         117,093                              117,093     117,093
  Federal Income Taxes                           57,634                               57,634      57,634
      Total Operating Expenses                1,317,937                      0     1,317,937   1,317,937
                                            
Operating Income                                227,102                      0       227,102     227,102
                                            
Nonoperating Income (Loss):                 
  Equity in Earnings of Subsidiary Companies          0     10           5,837        (5,837)     (5,837)
  Other Nonoperating Income (Loss)               (4,699)                              (4,699)      1,138
      Total Nonoperating Income (Loss)           (4,699)                 5,837       (10,536)     (4,699)
                                            
Income (Loss) Before Interest Charges and   
  Preferred Dividends                           222,403                  5,837       216,566     222,403
                                            
Interest Charges (net)                          106,503                              106,503     106,503
                                            
Preferred Stock Dividend Requirements            16,405                               16,405      16,405
                                            
Earnings (Loss) Applicable to Common Stock      $99,495                 $5,837       $93,658     $99,495
                                            
See Note to Consolidating Financial Statements on Page C-1.
</TABLE>                                            
<PAGE>
<TABLE>                                            
  APPALACHIAN POWER COMPANY AND SUBSIDIARY COMPANIES
      CONSOLIDATING STATEMENT OF INCOME     
         Year Ended December 31, 1995       
                (in thousands)              
<CAPTION>                                            
                                            
                                            
                                              CeCCo   CACCo   SACCo   WVPCo
                                               
<S>                                             <C>      <C>  <C>        <C>
Operating Revenues                          
                                            
Operating Expenses:                         
  Fuel and Purchased Power                  
  Other Operation                           
  Maintenance                               
  Depreciation and Amortization             
  Taxes Other Than Federal Income Taxes     
  Federal Income Taxes                      
      Total Operating Expenses                    $0      $0      $0     $0
                                            
Operating Income                                   0       0       0      0
                                            
Nonoperating Income (Loss):                 
  Equity in Earnings of Subsidiary Companies
  Other Nonoperating Income (Loss)              (542)    (28) (5,271)     4
      Total Nonoperating Income (Loss)          (542)    (28) (5,271)     4
                                            
Income (Loss) Before Interest Charges and   
  Preferred Dividends                           (542)    (28) (5,271)     4
                                            
Interest Charges (net)                      
                                            
Preferred Stock Dividend Requirements       
                                            
Earnings (Loss) Applicable to Common Stock     ($542)   ($28)($5,271)    $4
                                            
See Note to Consolidating Financial Statements on Page C-1.
                                            
</TABLE>                                            



<PAGE>
<TABLE>
  COLUMBUS SOUTHERN POWER COMPANY AND SUBSIDIARY COMPANIES
       CONSOLIDATING STATEMENT OF INCOME     
         Year Ended December 31, 1995        
                (in thousands)               
<CAPTION>                                             
                                                           JOURNAL  ELIMINATIONS
                                                CSPCo       ENTRY       AND       COMBINED
                                             CONSOLIDATED  NUMBERS   ADJUSTMENTS    TOTAL      CSPCo
<S>                                           <C>            <C>       <C>       <C>        <C>
Operating Revenues                            $1,071,862     11        ($9,267)  $1,081,129 $1,071,862
                                             
Operating Expenses:                          
  Fuel and Purchased Power                       337,308     11           (397)     337,705    337,705
  Other Operation                                190,542     11         (7,465)     198,007    190,542
  Maintenance                                     71,022     11         (1,056)      72,078     71,022
  Depreciation and Amortization                  118,716     11           (124)     118,840    118,716
  Taxes Other Than Federal Income Taxes          109,680     11           (225)     109,905    109,680
  Federal Income Taxes                            58,786     13             (1)      58,787     58,662
      Total Operating Expenses                   886,054                (9,268)     895,322    886,327
                                             
Operating Income                                 185,808                     1      185,807    185,535
                                             
Nonoperating Income (Loss):                  
  Deferred Zimmer Plant Carrying             
    Charges (net of tax)                           3,089                              3,089      3,089
  Equity in Earnings of Subsidiary Companies           0     12           (541)         541        541
  Other Nonoperating Income (Loss)                 2,113     13             (1)       2,114      1,845
      Total Nonoperating Income (Loss)             5,202                  (542)       5,744      5,475
                                             
Income Before Interest Charges and           
  Preferred Dividends                            191,010                  (541)     191,551    191,010
                                             
Interest Charges (net)                            80,394                             80,394     80,394
                                             
Preferred Stock Dividend Requirements             11,907                             11,907     11,907
                                             
Earnings Applicable to Common Stock              $98,709                 ($541)     $99,250    $98,709
                                             
See Note to Consolidating Financial Statements on Page C-1.
</TABLE>                                             
<PAGE>
<TABLE>
  COLUMBUS SOUTHERN POWER COMPANY AND SUBSIDIARY COMPANIES
       CONSOLIDATING STATEMENT OF INCOME     
         Year Ended December 31, 1995        
                (in thousands)               
<CAPTION>                                             
                                             
                                             
                                               COLM    CCPC     SIMCo
<S>                                              <C>  <C>        <C>
Operating Revenues                                    $8,812     $455
                                             
Operating Expenses:                          
  Fuel and Purchased Power                   
  Other Operation                                      7,453       12
  Maintenance                                          1,056
  Depreciation and Amortization                           18      106
  Taxes Other Than Federal Income Taxes                  188       37
  Federal Income Taxes                                    26       99
      Total Operating Expenses                    $0   8,741      254
                                             
Operating Income                                   0      71      201
                                             
Nonoperating Income (Loss):                  
  Deferred Zimmer Plant Carrying             
    Charges (net of tax)                     
  Equity in Earnings of Subsidiary Companies 
  Other Nonoperating Income (Loss)               272      (1)      (2)
      Total Nonoperating Income (Loss)           272      (1)      (2)
                                             
Income Before Interest Charges and           
  Preferred Dividends                            272      70      199
                                             
Interest Charges (net)                                
                                             
Preferred Stock Dividend Requirements        
                                             
Earnings Applicable to Common Stock             $272     $70     $199
                                             
See Note to Consolidating Financial Statements on Page C-1.
</TABLE>                                             
<PAGE>                                             
<TABLE>
  INDIANA MICHIGAN POWER COMPANY AND SUBSIDIARY COMPANIES
       CONSOLIDATING STATEMENT OF INCOME     
         Year Ended December 31, 1995        
                (in thousands)               
<CAPTION>                                             
                                                          JOURNAL  ELIMINATIONS
                                                 I&M       ENTRY        AND       COMBINED
                                             CONSOLIDATED  NUMBER  ADJUSTMENTS     TOTAL        I&M
<S>                                           <C>            <C>       <C>       <C>         <C>
Operating Revenues                            $1,283,157                         $1,283,157  $1,283,157
                                             
Operating Expenses:                          
  Fuel and Purchased Power                       348,380                            348,380     348,380
  Other Operation                                306,967                            306,967     306,967
  Maintenance                                    141,813                            141,813     141,813
  Depreciation and Amortization                  154,458                            154,458     154,458
  Taxes Other Than Federal Income Taxes           71,791                             71,791      71,791
  Federal Income Taxes                            54,025                             54,025      54,025
      Total Operating Expenses                 1,077,434                          1,077,434   1,077,434
                                             
Operating Income                                 205,723                            205,723     205,723
                                             
Nonoperating Income:                         
  Equity in Earnings of Subsidiary Companies           0     14        ($3,511)       3,511       3,511
  Other Nonoperating Income                        6,272                              6,272       2,761
    Total Nonoperating Income                      6,272                (3,511)       9,783       6,272
                                             
Income Before Interest Charges and           
  Preferred Dividends                            211,995                (3,511)     215,506     211,995
                                             
Interest Charges (net)                            70,903                             70,903      70,903
                                             
Preferred Stock Dividend Requirements             11,791                             11,791      11,791
                                             
Earnings Applicable to Common Stock             $129,301               ($3,511)    $132,812    $129,301
                                             
See Note to Consolidating Financial Statements on Page C-1.
</TABLE>                                             
<PAGE>
<TABLE>
  INDIANA MICHIGAN POWER COMPANY AND SUBSIDIARY COMPANIES
            CONSOLIDATING STATEMENT OF INCOME     
              Year Ended December 31, 1995        
                     (in thousands)               
                                             
<CAPTION>                                             
                                             
                                               BHCCo       PRCCo
<S>                                              <C>         <C>
Operating Revenues                           
                                             
Operating Expenses:                          
  Fuel and Purchased Power                   
  Other Operation                            
  Maintenance                                
  Depreciation and Amortization              
  Taxes Other Than Federal Income Taxes      
  Federal Income Taxes                       
      Total Operating Expenses                      $0       $0
                                             
Operating Income                                     0        0
                                             
Nonoperating Income:                         
  Equity in Earnings of Subsidiary Companies 
  Other Nonoperating Income                      3,511
    Total Nonoperating Income                    3,511        0
                                             
Income Before Interest Charges and           
  Preferred Dividends                            3,511        0
                                             
Interest Charges (net)                       
                                             
Preferred Stock Dividend Requirements        
                                             
Earnings Applicable to Common Stock             $3,511       $0
                                             
See Note to Consolidating Financial Statements on Page C-1.
</TABLE>                                             
<PAGE>  
<TABLE>
  
  OHIO POWER COMPANY AND SUBSIDIARY COMPANIES
       CONSOLIDATING STATEMENT OF INCOME     
         Year Ended December 31, 1995        
                (in thousands)               
                                                           JOURNAL      ELIMINATIONS
                                                 OPCo       ENTRY            AND       COMBINED
                                             CONSOLIDATED  NUMBERS       ADJUSTMENTS    TOTAL        OPCo
<S>                                           <C>        <C>               <C>        <C>         <C>
Operating Revenues                            $1,822,997 15,16,17,21       ($293,685) $2,116,682  $1,831,115
                                             
Operating Expenses:                          
  Fuel and Purchased Power                       678,077 15,16,17,20         (34,693)    712,770     712,770
  Other Operation                                327,026      15            (171,602)    498,628     327,026
  Maintenance                                    144,202      15             (49,560)    193,762     144,202
  Depreciation and Amortization                  135,844      15             (19,033)    154,877     135,844
  Taxes Other Than Federal Income Taxes          170,047      15             (18,086)    188,133     170,047
  Federal Income Taxes                            95,641      19                  22      95,619      87,183
      Total Operating Expenses                 1,550,837                    (292,952)  1,843,789   1,577,072
                                             
Operating Income                                 272,160                        (733)    272,893     254,043
                                             
Nonoperating Income:                         
  Equity in Earnings of Subsidiary Companies           0      18             (14,387)     14,387      14,387
  Other Nonoperating Income                       11,240    19,20                671      10,569       8,930
      Total Nonoperating Income                   11,240                     (13,716)     24,956      23,317
                                             
Income Before Interest Charges and           
  Preferred Dividends                            283,400                     (14,449)    297,849     277,360
                                             
Interest Charges (net)                            93,953    19,21                (62)     94,015      87,913
                                             
Preferred Stock Dividend Requirements             14,668                                  14,668      14,668
                                             
Earnings Applicable to Common Stock             $174,779                    ($14,387)   $189,166    $174,779
                                             
See Note to Consolidating Financial Statements on Page C-1.
</TABLE>                                             
<PAGE>                                             
<TABLE>
  OHIO POWER COMPANY AND SUBSIDIARY COMPANIES
       CONSOLIDATING STATEMENT OF INCOME     
         Year Ended December 31, 1995        
                (in thousands)               
<CAPTION>                                             
                                             
                                                COCCo     SOCCo      WCCo
<S>                                             <C>      <C>        <C>
Operating Revenues                              $52,158  $183,956   $49,453
                                             
Operating Expenses:                          
  Fuel and Purchased Power                   
  Other Operation                                36,707   104,050    30,845
  Maintenance                                     6,686    33,092     9,782
  Depreciation and Amortization                   3,315    13,294     2,424
  Taxes Other Than Federal Income Taxes           2,930    10,864     4,292
  Federal Income Taxes                            1,116     6,515       805
      Total Operating Expenses                   50,754   167,815    48,148
                                             
Operating Income                                  1,404    16,141     1,305
                                             
Nonoperating Income:                         
  Equity in Earnings of Subsidiary Companies 
  Other Nonoperating Income                       1,307       261        71
      Total Nonoperating Income                   1,307       261        71
                                             
Income Before Interest Charges and           
  Preferred Dividends                             2,711    16,402     1,376
                                             
Interest Charges (net)                               55     6,034        13
                                             
Preferred Stock Dividend Requirements        
                                             
Earnings Applicable to Common Stock              $2,656   $10,368    $1,363
                                             
See Note to Consolidating Financial Statements on Page C-1.
                                             
</TABLE>                                             
                                             
                                             
                                             
                                             
                                             
                                             
                                             
                                             
                                             
                                             
        
<PAGE>        
<TABLE>        
        AMERICAN ELECTRIC POWER COMPANY, INC.       
               AND SUBSIDIARY COMPANIES             
             CONSOLIDATING BALANCE SHEET            
                  DECEMBER 31, 1995                 
                    (in thousands)                  
<CAPTION>                                                                    
                                                                    JOURNAL  ELIMINATIONS
                                                          AEP        ENTRY        AND       COMBINED
                                                     CONSOLIDATED   NUMBERS   ADJUSTMENTS     TOTAL        AEP
                                                                 
<S>                                                     <C>            <C>     <C>          <C>          <C>
ASSETS                                                  
Electric Utility Plant:                             
  Production                                            $9,238,843         5           $1   $9,238,842
  Transmission                                           3,316,664         5            1    3,316,663
  Distribution                                           4,184,251                           4,184,251
  General(including mining assets and nuclear fuel)      1,442,086                           1,442,086
  Construction Work In Progress                            314,118         5           (2)     314,120
          Total Electric Utility Plant                  18,495,962                      0   18,495,962          $0
                                                    
  Accumulated  Depreciation and Amortization            (7,111,123)                         (7,111,123)
                                                    
          Net Electric Utility Plant                    11,384,839                      0   11,384,839           0
                                                    
Other Property and Investments                             825,781       1,5   (4,333,075)   5,158,856   4,373,124
                                                    
Current Assets:                                     
  Cash and Cash Equivalents                                 79,955         2        1,175       78,780         130
  Accounts Receivable:                              
    Customers                                              423,284                             423,284
    Affiliated Companies                                         0         2     (183,502)     183,502          18
    Miscellaneous                                           74,429         2       11,463       62,966         202
    Allowance for Uncollectible Accounts                    (5,430)                             (5,430)
  Fuel -  at average cost                                  271,933         5            1      271,932
  Materials and Supplies - at average cost                 251,051                             251,051
  Accrued Utility Revenues                                 207,919                             207,919
  Prepayments and Other                                     98,717         5            1       98,716          37
          Total Current Assets                           1,401,858               (170,862)   1,572,720         387
                                                    
Regulatory Assets                                        1,979,446       3,5        8,283    1,971,163         (58)
                                                    
Deferred Charges                                           310,377     2,3,4      (10,357)     320,734      16,399
                                                    
            Total                                      $15,902,301            ($4,506,011) $20,408,312  $4,389,852
                                                    
See Note to Consolidating Financial Statements on Page C-1.
</TABLE>                                                    

<PAGE>
<TABLE>
        AMERICAN ELECTRIC POWER COMPANY, INC.       
               AND SUBSIDIARY COMPANIES             
             CONSOLIDATING BALANCE SHEET            
                  DECEMBER 31, 1995                 
                    (in thousands)                  
<CAPTION>                                                    
                                                         APCo          CSPCo           I&M
                                                     CONSOLIDATED   CONSOLIDATED  CONSOLIDATED     KEPCo       KGPCo
                                                                      
<S>                                                     <C>           <C>            <C>           <C>         <C>
ASSETS                                                    
Electric Utility Plant:                             
  Production                                            $1,857,621    $1,481,309     $2,507,667    $230,054
  Transmission                                           1,041,415       314,413        867,541     261,619    $11,678
  Distribution                                           1,409,407       843,228        666,810     313,783     56,956
  General(including mining assets and nuclear fuel)        169,602       117,185        186,959      59,611      3,766
  Construction Work In Progress                             80,391        64,073         90,587      14,590      2,460
          Total Electric Utility Plant                   4,558,436     2,820,208      4,319,564     879,657     74,860
                                                    
  Accumulated  Depreciation and Amortization            (1,694,746)     (953,170)    (1,751,965)   (270,590)   (25,010)
                                                    
          Net Electric Utility Plant                     2,863,690     1,867,038      2,567,599     609,067     49,850
                                                    
Other Property and Investments                              31,523        25,950        584,613       6,438        159
                                                    
Current Assets:                                     
  Cash and Cash Equivalents                                  8,664        10,577         13,723       1,031        505
  Accounts Receivable:                              
    Customers                                              126,613        52,390         82,434      23,283      5,903
    Affiliated Companies                                     7,721         4,465         21,881       4,150      5,634
    Miscellaneous                                            8,077        10,059         11,450       2,739        456
    Allowance for Uncollectible Accounts                    (2,253)       (1,061)          (334)       (259)       (58)
  Fuel -  at average cost                                   69,037        24,316         29,093       3,526
  Materials and Supplies - at average cost                  55,756        23,519         72,861      12,481        613
  Accrued Utility Revenues                                  65,078        40,389         43,937      13,500      2,627
  Prepayments and Other                                      8,579        32,116         10,191       1,701      1,161
          Total Current Assets                             347,272       196,770        285,236      62,152     16,841
                                                    
Regulatory Assets                                          435,352       438,005        458,525      82,388      5,237
                                                    
Deferred Charges                                            57,541        66,363         32,364      12,153        124
                                                    
            Total                                       $3,735,378    $2,594,126     $3,928,337    $772,198    $72,211
                                                    
See Note to Consolidating Financial Statements on Page C-1.
</TABLE>                                                    

<PAGE>
<TABLE>
        AMERICAN ELECTRIC POWER COMPANY, INC.       
               AND SUBSIDIARY COMPANIES             
             CONSOLIDATING BALANCE SHEET            
                  DECEMBER 31, 1995                 
                    (in thousands)                  
<CAPTION>                                                    
                                                         OPCo
                                                     CONSOLIDATED    WPCo     AEPENS    AEGCo      AEPINV    AEPRES
                                                                            
<S>                                                    <C>           <C>      <C>       <C>        <C>          <C>
ASSETS                                                    
Electric Utility Plant:                             
  Production                                           $2,534,893                       $627,298
  Transmission                                            798,854    $21,143
  Distribution                                            833,944     60,123
  General(including mining assets and nuclear fuel)       688,253      6,855               2,919  
  Construction Work In Progress                            59,278      1,344               1,397
          Total Electric Utility Plant                  4,915,222     89,465      $0     631,614        $0        $0
                                                    
  Accumulated  Depreciation and Amortization           (2,091,148)   (35,265)           (218,055) 
                                                    
          Net Electric Utility Plant                    2,824,074     54,200       0     413,559         0         0
                                                    
Other Property and Investments                            107,510      2,922                   6    12,415        18
                                                    
Current Assets:                                     
  Cash and Cash Equivalents                                44,000        246     215      (2,508)       47       190
  Accounts Receivable:                               
    Customers                                             125,710      6,951
    Affiliated Companies                                   48,193        143              18,549
    Miscellaneous                                          26,814        108   1,333         479     1,040         1
    Allowance for Uncollectible Accounts                   (1,424)       (41)         
  Fuel -  at average cost                                 126,952                         19,008
  Materials and Supplies - at average cost                 80,468        533               4,820
  Accrued Utility Revenues                                 40,100      2,288          
  Prepayments and Other                                    42,286        216       7         673         1
          Total Current Assets                            533,099     10,444   1,555      41,021     1,088       191
                                                    
Regulatory Assets                                         562,329     17,231             (30,441)
                                                    
Deferred Charges                                          129,552      1,635      95       1,687       234
                                                    
            Total                                      $4,156,564    $86,432  $1,650    $425,832   $13,737      $209
                                                    
See Note to Consolidating Financial Statements on Page C-1.
                                                    

<PAGE>

</TABLE>
<TABLE>
        AMERICAN ELECTRIC POWER COMPANY, INC.       
               AND SUBSIDIARY COMPANIES             
             CONSOLIDATING BALANCE SHEET            
                  DECEMBER 31, 1995                 
                    (in thousands)                  
<CAPTION>                                                    
                                                    
                                                        AEPRI    AEPSC       CCCo    COpCo       FRECo      IFRI
                                                                            
<S>                                                       <C>   <C>           <C>     <C>          <C>        <C>
ASSETS                                                    
Electric Utility Plant:                             
  Production                                        
  Transmission                                      
  Distribution                                      
  General(including mining assets and nuclear fuel)             $206,936
  Construction Work In Progress                     
          Total Electric Utility Plant                     $0    206,936        $0        $0        $0        $0
                                                    
  Accumulated  Depreciation and Amortization                     (71,174)
                                                    
          Net Electric Utility Plant                        0    135,762         0         0         0         0
                                                    
Other Property and Investments                                    13,476       701                   1
                                                    
Current Assets:                                     
  Cash and Cash Equivalents                                18        407        55     1,452        28  
  Accounts Receivable:                              
    Customers                                       
    Affiliated Companies                                          70,511       152     2,083         1         1
    Miscellaneous                                                    191        16         1
    Allowance for Uncollectible Accounts            
  Fuel -  at average cost                           
  Materials and Supplies - at average cost          
  Accrued Utility Revenues                          
  Prepayments and Other                                            1,724         2        22
          Total Current Assets                             18     72,833       225     3,558        29         1
                                                    
Regulatory Assets                                                  3,128       (74)     (459)
                                                    
Deferred Charges                                                   2,401        49       137
                                                    
            Total                                         $18   $227,600      $901    $3,236       $30        $1
                                                    
See Note to Consolidating Financial Statements on Page C-1.
                                                    
</TABLE>
<PAGE> 
<TABLE>  
  
  APPALACHIAN POWER COMPANY AND SUBSIDIARY COMPANIES
           CONSOLIDATING BALANCE SHEET          
                December 31, 1995               
                  (in thousands)                
<CAPTION>                                                                
                                                                JOURNAL    ELIMINATIONS
                                                     APCo        ENTRY         AND        COMBINED
                                                 CONSOLIDATED   NUMBERS    ADJUSTMENTS      TOTAL        APCo
                                                           
<S>                                                <C>              <C>         <C>       <C>          <C>
ASSETS                                                
Electric Utility Plant:                         
  Production                                       $1,857,621                             $1,857,621   $1,857,621
  Transmission                                      1,041,415                              1,041,415    1,041,415
  Distribution                                      1,409,407                              1,409,407    1,409,407
  General                                             169,602                                169,602      169,602
  Construction Work In Progress                        80,391                                 80,391       80,391
          Total Electric Utility Plant              4,558,436                        $0    4,558,436    4,558,436
                                                
    Accumulated Depreciation and Amortization      (1,694,746)                            (1,694,746)  (1,694,746)
                                                
          Net Electric Utility Plant                2,863,690                         0    2,863,690    2,863,690
                                                
Other Property and Investments                         31,523           6       (11,763)      43,286       35,120
                                                
Current Assets:                                 
  Cash and Cash Equivalents                             8,664                                  8,664        7,145
  Accounts Receivable:                          
    Customers                                         126,613                                126,613      126,613
    Affiliated Companies                                7,721           7        (6,983)      14,704        7,721
    Miscellaneous                                       8,077                                  8,077        7,570
    Allowance for Uncollectible Accounts               (2,253)                                (2,253)      (2,253)
  Fuel - at average cost                               69,037                                 69,037       69,037
  Materials and Supplies - at average cost             55,756                                 55,756       55,756
  Accrued Utility Revenues                             65,078                                 65,078       65,078
  Prepayments and Other                                 8,579                                  8,579        8,125
          Total Current Assets                        347,272                    (6,983)     354,255      344,792
                                                
Regulatory Assets                                     435,352                                435,352      434,263
                                                
Deferred Charges                                       57,541           7          (315)      57,856       56,579
                                                
            Total                                  $3,735,378                  ($19,061)  $3,754,439   $3,734,444
                                                
See Note to Consolidating Financial Statements on Page C-1.
</TABLE>                                                
<PAGE>                                                
<TABLE>
  APPALACHIAN POWER COMPANY AND SUBSIDIARY COMPANIES
           CONSOLIDATING BALANCE SHEET          
                December 31, 1995               
                  (in thousands)                
<CAPTION>                                                
                                                
                                                  CeCCo     CACCo    SACCo   WVPCo
                                                           
<S>                                                <C>      <C>      <C>       <C>
ASSETS                                                
Electric Utility Plant:                         
  Production                                    
  Transmission                                  
  Distribution                                  
  General                                       
  Construction Work In Progress                 
          Total Electric Utility Plant                 $0       $0       $0      $0
                                                
    Accumulated Depreciation and Amortization   
                                                
          Net Electric Utility Plant                    0        0        0       0
                                                
Other Property and Investments                        669             7,487      10
                                                
Current Assets:                                 
  Cash and Cash Equivalents                           176      511      617     215
  Accounts Receivable:                          
    Customers                                   
    Affiliated Companies                            4,914    1,588      481
    Miscellaneous                                     132        2      372       1
    Allowance for Uncollectible Accounts        
  Fuel - at average cost                        
  Materials and Supplies - at average cost      
  Accrued Utility Revenues                      
  Prepayments and Other                               454
          Total Current Assets                      5,676    2,101    1,470     216
                                                
Regulatory Assets                                     547     (226)     768
                                                
Deferred Charges                                    1,276                         1
                                                
            Total                                  $8,168   $1,875   $9,725    $227
                                                
See Note to Consolidating Financial Statements on Page C-1.
                                                
</TABLE>                                                

<PAGE>
<TABLE>


COLUMBUS SOUTHERN POWER COMPANY AND SUBSIDIARY COMPANIES
        CONSOLIDATING BALANCE SHEET       
             December 31, 1995            
               (in thousands)             
<CAPTION>                                                        
                                                        JOURNAL  ELIMINATIONS
                                              CSPCo      ENTRY        AND        COMBINED
                                          CONSOLIDATED  NUMBERS  ADJUSTMENTS       TOTAL        CSPCo
                                                 
<S>                                         <C>            <C>        <C>       <C>         <C>
ASSETS                                          
Electric Utility Plant:                   
  Production                                $1,481,309                          $1,481,309  $1,481,309
  Transmission                                 314,413                             314,413     314,413
  Distribution                                 843,228                             843,228     843,228
  General                                      117,185                             117,185     114,113
  Construction Work In Progress                 64,073                              64,073      64,073
          Total Electric Utility Plant       2,820,208                     $0    2,820,208   2,817,136
                                          
  Accumulated Depreciation                    (953,170)                           (953,170)   (951,261)
                                          
          Net Electric Utility Plant         1,867,038                      0    1,867,038   1,865,875
                                          
Other Property and Investments                  25,950         8       (4,450)      30,400      27,676
                                          
Current Assets:                           
  Cash and Cash Equivalents                     10,577                              10,577      10,367
  Accounts Receivable:                    
    Customers                                   52,390                              52,390      52,390
    Affiliated Companies                         4,465         9       (2,663)       7,128       4,488
    Miscellaneous                               10,059                              10,059      10,016
    Allowance for Uncollectible Accounts        (1,061)                             (1,061)     (1,061)
  Fuel - at average cost                        24,316                              24,316      24,316
  Materials and Supplies - at average cost      23,519        10            1       23,518      22,638
  Accrued Utility Revenues                      40,389                              40,389      40,389
  Prepayments and Other                         32,116                              32,116      32,062
          Total Current Assets                 196,770                 (2,662)     199,432     195,605
                                          
Regulatory Assets                              438,005                             438,005     437,725
                                          
Deferred Charges                                66,363         9          175       66,188      66,150
                                          
            Total                           $2,594,126                ($6,937)  $2,601,063  $2,593,031
                                          
See Note to Consolidating Financial Statements on Page C-1.
</TABLE>                                          
<PAGE>
<TABLE>                                          
COLUMBUS SOUTHERN POWER COMPANY AND SUBSID
        CONSOLIDATING BALANCE SHEET       
             December 31, 1995            
               (in thousands)             
<CAPTION>                                          
                                          
                                               COLM     CCPC     SIMCo
                                                    
<S>                                         <C>       <C>       <C>
ASSETS                                          
Electric Utility Plant:                   
  Production                              
  Transmission                            
  Distribution                            
  General                                             $1,404    $1,668
  Construction Work In Progress           
          Total Electric Utility Plant          $0     1,404     1,668
                                          
  Accumulated Depreciation                              (953)     (956)
                                          
          Net Electric Utility Plant             0       451       712
                                          
Other Property and Investments               2,715         9
                                          
Current Assets:                           
  Cash and Cash Equivalents                     66        18       126
  Accounts Receivable:                    
    Customers                             
    Affiliated Companies                         1     2,601        38
    Miscellaneous                               43  
    Allowance for Uncollectible Accounts  
  Fuel - at average cost                  
  Materials and Supplies - at average cost               880
  Accrued Utility Revenues                
  Prepayments and Other                                   54
          Total Current Assets                 110     3,553       164
                                          
Regulatory Assets                                        280
                                          
Deferred Charges                                          38
                                          
            Total                           $2,825    $4,331      $876
                                          
See Note to Consolidating Financial Statements on Page C-1.
</TABLE>                                          
                                          
<PAGE>
<TABLE>

INDIANA MICHIGAN POWER COMPANY AND SUBSIDIARY COMPANIES
          CONSOLIDATING BALANCE SHEET         
               December 31, 1995              
                 (in thousands)               
<CAPTION>                                                             
                                                             JOURNAL   ELIMINATIONS
                                                   I&M        ENTRY         AND       COMBINED
                                              CONSOLIDATED   NUMBERS   ADJUSTMENTS      TOTAL        I&M
                                                        
<S>                                             <C>               <C>      <C>        <C>         <C>
ASSETS                                              
Electric Utility Plant:                       
  Production                                    $2,507,667                            $2,507,667  $2,507,667
  Transmission                                     867,541                               867,541     867,541
  Distribution                                     666,810                               666,810     666,810
  General (including nuclear fuel)                 186,959                               186,959     186,959
  Construction Work In Progress                     90,587                                90,587      90,587
          Total Electric Utility Plant           4,319,564                       $0    4,319,564   4,319,564
                                              
    Accumulated Depreciation and Amortization   (1,751,965)                           (1,751,965) (1,751,965)
                                              
          Net Electric Utility Plant             2,567,599                        0    2,567,599   2,567,599
                                              
Other Property and Investments                     584,613          11      (88,150)     672,763     585,885
                                              
Current Assets:                               
  Cash and Cash Equivalents                         13,723                                13,723       6,386
  Accounts Receivable:                        
    Customers                                       82,434                                82,434      82,434
    Affiliated Companies                            21,881          12         (525)      22,406      21,881
    Miscellaneous                                   11,450                                11,450       5,433
    Allowance for Uncollectible Accounts              (334)                                 (334)       (334)
  Fuel - at average cost                            29,093                                29,093      29,093
  Materials and Supplies - at average cost          72,861                                72,861      72,861
  Accrued Utility Revenues                          43,937                                43,937      43,937
  Prepayments and Other                             10,191                                10,191      10,138
          Total Current Assets                     285,236                     (525)     285,761     271,829
                                              
Regulatory Assets                                  458,525                               458,525     447,084
                                              
Deferred Charges                                    32,364          12          (57)      32,421      32,421
                                              
            Total                               $3,928,337                 ($88,732)  $4,017,069  $3,904,818
                                              
See Note to Consolidating Financial Statements on Page C-1.
</TABLE>                                              

<PAGE>
<TABLE>
INDIANA MICHIGAN POWER COMPANY AND SUBSIDIARY COMPANIES
          CONSOLIDATING BALANCE SHEET         
               December 31, 1995              
                 (in thousands)               
<CAPTION>                                              
                                              
                                                BHCCo    PRCCo
                                                    
<S>                                            <C>         <C>
ASSETS                                              
Electric Utility Plant:                       
  Production                                  
  Transmission                                
  Distribution                                
  General (including nuclear fuel)            
  Construction Work In Progress               
          Total Electric Utility Plant               $0     $0
                                              
    Accumulated Depreciation and Amortization 
                                              
          Net Electric Utility Plant                  0      0
                                              
Other Property and Investments                   86,878
                                              
Current Assets:                               
  Cash and Cash Equivalents                       7,337
  Accounts Receivable:                        
    Customers                                  
    Affiliated Companies                            504     21
    Miscellaneous                                 6,017
    Allowance for Uncollectible Accounts      
  Fuel - at average cost                      
  Materials and Supplies - at average cost    
  Accrued Utility Revenues                    
  Prepayments and Other                              53
          Total Current Assets                   13,911     21
                                              
Regulatory Assets                                11,441
                                              
Deferred Charges                               
                                              
            Total                              $112,230    $21
                                              
See Note to Consolidating Financial Statements on Page C-1.
</TABLE>                                              

<PAGE>
<TABLE>


  OHIO POWER COMPANY AND SUBSIDIARY COMPANIES 
          CONSOLIDATING BALANCE SHEET         
               December 31, 1995              
                 (in thousands)               
<CAPTION>                                                             
                                                             JOURNAL   ELIMINATIONS
                                                  OPCo        ENTRY         AND       COMBINED
                                              CONSOLIDATED   NUMBERS   ADJUSTMENTS      TOTAL        OPCo
                                                                                                       
<S>                                             <C>           <C>         <C>         <C>         <C>
ASSETS                                              
Electric Utility Plant:                       
  Production                                    $2,534,893                            $2,534,893  $2,534,893
  Transmission                                     798,854                               798,854     798,854
  Distribution                                     833,944                               833,944     833,944
  General (including mining assets)                688,253                               688,253     179,440
  Construction Work In Progress                     59,278          16           $1       59,277      58,520
          Total Electric Utility Plant           4,915,222                        1    4,915,221   4,405,651
                                              
    Accumulated Depreciation and Amortization   (2,091,148)         16           (1)  (2,091,147) (1,829,498)
                                              
          Net Electric Utility Plant             2,824,074                        0    2,824,074   2,576,153
                                                                 
Other Property and Investments                     107,510       13,16     (168,709)     276,219     212,351
                                              
Current Assets:                               
  Cash and Cash Equivalents                         44,000                                44,000       4,755
  Accounts Receivable:                        
    Customers                                      125,710                               125,710     125,710
    Affiliated Companies                            48,193          14       (7,275)      55,468      43,268
    Miscellaneous                                   26,814                                26,814       8,808
    Allowance for Uncollectible Accounts            (1,424)                               (1,424)     (1,424)
  Fuel - at average cost                           126,952                               126,952     124,577
  Materials and Supplies - at average cost          80,468          16           (1)      80,469      56,581
  Accrued Utility Revenues                          40,100                                40,100      40,100
  Prepayments and Other                             42,286                                42,286      39,393
          Total Current Assets                     533,099                   (7,276)     540,375     441,768
                                              
Regulatory Assets                                  562,329          16            1      562,328     491,659
                                              
Deferred Charges                                   129,552    14,15,16          129      129,423     124,425
                                              
                                              
            Total                               $4,156,564                ($175,855)  $4,332,419  $3,846,356
                                              
                                              
See Note to Consolidating Financial Statements on Page C-1.
</TABLE>                                              
<PAGE>
<TABLE>

  OHIO POWER COMPANY AND SUBSIDIARY COMPANIES 
          CONSOLIDATING BALANCE SHEET         
               December 31, 1995              
                 (in thousands)               
<CAPTION>                                              
                                              
                                                   COCCo       SOCCo        WCCo
                                                              
<S>                                                <C>        <C>          <C>
ASSETS                                              
Electric Utility Plant:                       
  Production                                  
  Transmission                                
  Distribution                                
  General (including mining assets)                $74,891     $368,360     $65,562
  Construction Work In Progress                          2          634         121
          Total Electric Utility Plant              74,893      368,994      65,683
                                              
    Accumulated Depreciation and Amortization      (48,885)    (182,448)    (30,316)
                                              
          Net Electric Utility Plant                26,008      186,546      35,367
                                              
Other Property and Investments                          60       63,790          18
                                              
Current Assets:                               
  Cash and Cash Equivalents                         12,697       26,535          13
  Accounts Receivable:                        
    Customers                                 
    Affiliated Companies                             1,746        4,649       5,805
    Miscellaneous                                      390       17,081         535
    Allowance for Uncollectible Accounts      
  Fuel - at average cost                               234        2,044          97
  Materials and Supplies - at average cost           9,237       10,800       3,851
  Accrued Utility Revenues                    
  Prepayments and Other                              1,082        1,571         240
          Total Current Assets                      25,386       62,680      10,541
                                              
Regulatory Assets                                    2,758       69,598      (1,687)
                                              
Deferred Charges                                       300        4,345         353
                                              
                                              
            Total                                  $54,512     $386,959     $44,592
                                              
                                              
See Note to Consolidating Financial Statements on Page C-1.
</TABLE>                                              


<PAGE>
<TABLE>

        AMERICAN ELECTRIC POWER COMPANY, INC.      
               AND SUBSIDIARY COMPANIES            
             CONSOLIDATING BALANCE SHEET           
                  DECEMBER 31, 1995                
                   (in thousands)                  
<CAPTION>                                                                   
                                                                   JOURNAL  ELIMINATIONS
                                                         AEP        ENTRY        AND       COMBINED
                                                    CONSOLIDATED   NUMBERS   ADJUSTMENTS     TOTAL        AEP
                                                                   
<S>                                                   <C>              <C>   <C>          <C>          <C>
CAPITALIZATION AND LIABILITIES                                                   
Capitalization:                                    
  Common Stock                                         $1,271,627         1    ($738,724)  $2,010,351  $1,271,627
  Paid-in Capital                                       1,658,524         1   (2,456,742)   4,115,266   1,658,524
  Retained Earnings                                     1,409,645       1,3   (1,121,123)   2,530,768   1,409,645
          Total Common Shareholders' Equity             4,339,796             (4,316,589)   8,656,385   4,339,796
  Cumulative Preferred Stocks of Subsidiaries:     
    Not Subject to Mandatory Redemption                   148,240                             148,240
    Subject to Mandatory Redemption                       515,085                             515,085
  Long-term Debt                                        4,920,329         1       (1,100)   4,921,429
          Total Capitalization                          9,923,450             (4,317,689)  14,241,139   4,339,796
                                                   
Other Noncurrent Liabilities                              884,707         4       (5,622)     890,329
                                                   
Current Liabilities:                               
  Preferred Stock and Long-term Debt               
   Due Within One Year                                    144,597                             144,597
  Short-term Debt                                         365,125                             365,125      49,650
  Accounts Payable:                                
    General                                               220,142         2       10,587      209,555
    Affiliated Companies                                        0         2     (176,251)     176,251          94
  Taxes Accrued                                           420,192         5            1      420,191
  Interest Accrued                                         80,848         5           (1)      80,849          25
  Obligations Under Capital Leases                         89,692         5           (2)      89,694
  Other                                                   304,466       2,5       (1,271)     305,737         335
          Total Current Liabilities                     1,625,062               (166,937)   1,791,999      50,104
                                                                       
Deferred Income Taxes                                   2,656,651         3        8,284    2,648,367         (58)
                                                   
Deferred Investment Tax Credits                           430,041       3,5      (24,047)     454,088
                                                   
Deferred Gain on Sale and Leaseback -              
  Rockport Plant Unit 2                                   249,875                             249,875
                                                   
Deferred Credits                                          132,515                             132,515          10
                                                   
            Total                                     $15,902,301            ($4,506,011) $20,408,312  $4,389,852
                                                   
See Note to Consolidating Financial Statements on Page C-1.
</TABLE>        
<PAGE>        
<TABLE>        
        AMERICAN ELECTRIC POWER COMPANY, INC.      
               AND SUBSIDIARY COMPANIES            
             CONSOLIDATING BALANCE SHEET           
                  DECEMBER 31, 1995                
                   (in thousands)                  
<CAPTION>                                                   
                                                        APCo          CSPCo           I&M
                                                    CONSOLIDATED   CONSOLIDATED  CONSOLIDATED     KEPCo       KGPCo
                                                                     
<S>                                                    <C>           <C>            <C>           <C>         <C>
CAPITALIZATION AND LIABILITIES                                                   
Capitalization:                                    
  Common Stock                                           $260,458       $41,026         56,584     $50,450     $4,100
  Paid-in Capital                                         525,051       574,427        731,102      78,750      7,800
  Retained Earnings                                       199,021        74,320        235,107      91,381      7,068
          Total Common Shareholders' Equity               984,530       689,773      1,022,793     220,581     18,968
  Cumulative Preferred Stocks of Subsidiaries:     
    Not Subject to Mandatory Redemption                    55,000                       52,000
    Subject to Mandatory Redemption                       190,085        75,000        135,000
  Long-term Debt                                        1,278,433       990,796      1,034,048     263,089     25,000
          Total Capitalization                          2,508,048     1,755,569      2,243,841     483,670     43,968
                                                   
Other Noncurrent Liabilities                              102,178        34,571        453,495      15,031      6,820
                                                   
Current Liabilities:                               
  Preferred Stock and Long-term Debt               
   Due Within One Year                                      7,401         7,500          6,053      29,436
  Short-term Debt                                         125,525        34,325         89,975      27,050      2,100
  Accounts Payable:                                
    General                                                36,424        31,276         37,744      11,608        161
    Affiliated Companies                                   45,800        20,753         22,962      10,158      6,159
  Taxes Accrued                                            48,666       120,093         71,696       7,972        967
  Interest Accrued                                         19,057        17,016         16,158       5,853        584
  Obligations Under Capital Leases                         12,198         4,835         31,776       2,355        199
  Other                                                    77,366        26,120         74,463      14,632      2,051
          Total Current Liabilities                       372,437       261,918        350,827     109,064     12,221
                                                   
Deferred Income Taxes                                     656,006       464,413        612,147     145,005      7,830
                                                                                 
Deferred Investment Tax Credits                            89,682        61,010        155,202      18,397      1,175
                                                                                 
Deferred Gain on Sale and Leaseback -                                            
  Rockport Plant Unit 2                                                                 99,832  
                                                   
Deferred Credits                                            7,027        16,645         12,993       1,031        197
                                                   
            Total                                      $3,735,378    $2,594,126     $3,928,337    $772,198    $72,211
                                                   
See Note to Consolidating Financial Statements on Page C-1.
</TABLE>        
<PAGE>        
<TABLE>        
        AMERICAN ELECTRIC POWER COMPANY, INC.      
               AND SUBSIDIARY COMPANIES            
             CONSOLIDATING BALANCE SHEET           
                  DECEMBER 31, 1995                
                   (in thousands)                  
<CAPTION>                                                   
                                                        APCo          CSPCo           I&M
                                                    CONSOLIDATED   CONSOLIDATED  CONSOLIDATED     KEPCo       KGPCo
                                                                     
<S>                                                    <C>           <C>            <C>           <C>         <C>
CAPITALIZATION AND LIABILITIES                                                   
Capitalization:                                    
  Common Stock                                           $260,458       $41,026         56,584     $50,450     $4,100
  Paid-in Capital                                         525,051       574,427        731,102      78,750      7,800
  Retained Earnings                                       199,021        74,320        235,107      91,381      7,068
          Total Common Shareholders' Equity               984,530       689,773      1,022,793     220,581     18,968
  Cumulative Preferred Stocks of Subsidiaries:     
    Not Subject to Mandatory Redemption                    55,000                       52,000
    Subject to Mandatory Redemption                       190,085        75,000        135,000
  Long-term Debt                                        1,278,433       990,796      1,034,048     263,089     25,000
          Total Capitalization                          2,508,048     1,755,569      2,243,841     483,670     43,968
                                                   
Other Noncurrent Liabilities                              102,178        34,571        453,495      15,031      6,820
                                                   
Current Liabilities:                               
  Preferred Stock and Long-term Debt               
   Due Within One Year                                      7,401         7,500          6,053      29,436
  Short-term Debt                                         125,525        34,325         89,975      27,050      2,100
  Accounts Payable:                                
    General                                                36,424        31,276         37,744      11,608        161
    Affiliated Companies                                   45,800        20,753         22,962      10,158      6,159
  Taxes Accrued                                            48,666       120,093         71,696       7,972        967
  Interest Accrued                                         19,057        17,016         16,158       5,853        584
  Obligations Under Capital Leases                         12,198         4,835         31,776       2,355        199
  Other                                                    77,366        26,120         74,463      14,632      2,051
          Total Current Liabilities                       372,437       261,918        350,827     109,064     12,221
                                                   
Deferred Income Taxes                                     656,006       464,413        612,147     145,005      7,830
                                                                                 
Deferred Investment Tax Credits                            89,682        61,010        155,202      18,397      1,175
                                                                                 
Deferred Gain on Sale and Leaseback -                                            
  Rockport Plant Unit 2                                                                 99,832  
                                                   
Deferred Credits                                            7,027        16,645         12,993       1,031        197
                                                   
            Total                                      $3,735,378    $2,594,126     $3,928,337    $772,198    $72,211
                                                   
See Note to Consolidating Financial Statements on Page C-1.
</TABLE>        
<PAGE>        
<TABLE>        
        AMERICAN ELECTRIC POWER COMPANY, INC.      
               AND SUBSIDIARY COMPANIES            
             CONSOLIDATING BALANCE SHEET           
                  DECEMBER 31, 1995                
                   (in thousands)                  
<CAPTION>                                                   
                                                        OPCo
                                                    CONSOLIDATED    WPCo     AEPENS    AEGCo      AEPINV    AEPRES
                                                                           
<S>                                                   <C>           <C>      <C>       <C>        <C>          <C>
CAPITALIZATION AND LIABILITIES                                                   
Capitalization:                                    
  Common Stock                                          $321,201     $2,428    $110      $1,000
  Paid-in Capital                                        459,474     12,596   3,890      47,735   $14,084      $510
  Retained Earnings                                      518,029      6,569  (3,674)      1,955    (8,401)     (347)
          Total Common Shareholders' Equity            1,298,704     21,593     326      50,690     5,683       163
  Cumulative Preferred Stocks of Subsidiaries:     
    Not Subject to Mandatory Redemption                   41,240
    Subject to Mandatory Redemption                      115,000
  Long-term Debt                                       1,138,425     26,000              89,538
          Total Capitalization                         2,593,369     47,593     326     140,228     5,683       163
                                                   
Other Noncurrent Liabilities                             214,726      4,836               1,830
                                                   
Current Liabilities:                               
  Preferred Stock and Long-term Debt               
   Due Within One Year                                    89,207                     
  Short-term Debt                                          9,400      5,375              21,725
  Accounts Payable:                                                                  
    General                                               74,360        395     135       4,669
    Affiliated Companies                                  28,220      5,583     670       1,895                  78
  Taxes Accrued                                          161,430      2,804    (228)      2,997        (1)      (32)
  Interest Accrued                                        20,807        590                 370
  Obligations Under Capital Leases                        25,172        579                 465
  Other                                                   80,507      1,742      82       8,636
          Total Current Liabilities                      489,103     17,068     659      40,757        (1)       46
                                                   
Deferred Income Taxes                                    731,959     16,267    (724)     15,824    (4,485)
                                                   
Deferred Investment Tax Credits                           49,860        661              76,949
                                                   
Deferred Gain on Sale and Leaseback -                                                
  Rockport Plant Unit 2                                                                 150,043
                                                   
Deferred Credits                                          77,547          7   1,389         201    12,540
                                                   
            Total                                     $4,156,564    $86,432  $1,650    $425,832   $13,737      $209
                                                   
See Note to Consolidating Financial Statements on Page C-1.
</TABLE>        
        
<PAGE>        
<TABLE>        
        AMERICAN ELECTRIC POWER COMPANY, INC.      
               AND SUBSIDIARY COMPANIES            
             CONSOLIDATING BALANCE SHEET           
                  DECEMBER 31, 1995                
                   (in thousands)                  
<CAPTION>                                                   
                                                   
                                                     AEPRI      AEPSC      CCCo     COpCo        FRECo       IFRI
                                                                               
<S>                                                     <C>    <C>          <C>      <C>          <C>        <C>
CAPITALIZATION AND LIABILITIES                                                   
Capitalization:                                    
  Common Stock                                                   $1,350        $3        $3       $10        $1
  Paid-in Capital                                       $115                1,205         3
  Retained Earnings                                      (97)                           172        20
          Total Common Shareholders' Equity               18      1,350     1,208       178        30         1
  Cumulative Preferred Stocks of Subsidiaries:     
    Not Subject to Mandatory Redemption            
    Subject to Mandatory Redemption                
  Long-term Debt                                                 76,100
          Total Capitalization                            18     77,450     1,208       178        30         1
                                                   
Other Noncurrent Liabilities                                     53,776       114     2,952
                                                   
Current Liabilities:                               
  Preferred Stock and Long-term Debt               
   Due Within One Year                                            5,000
  Short-term Debt                                  
  Accounts Payable:                                
    General                                                      12,498                 285
    Affiliated Companies                                         33,812        12        55  
  Taxes Accrued                                                   3,807                  20
  Interest Accrued                                                  389
  Obligations Under Capital Leases                               12,115
  Other                                                          18,081        19     1,703
          Total Current Liabilities                        0     85,702        31     2,063         0         0
                                                   
Deferred Income Taxes                                             6,657      (517)   (1,957)
                                                   
Deferred Investment Tax Credits                                   1,152
                                                   
Deferred Gain on Sale and Leaseback -              
  Rockport Plant Unit 2                            
                                                   
Deferred Credits                                                  2,863        65  
                                                   
            Total                                        $18   $227,600      $901    $3,236       $30        $1
                                                   
See Note to Consolidating Financial Statements on Page C-1.
</TABLE>
<PAGE>
<TABLE>
   
  APPALACHIAN POWER COMPANY AND SUBSIDIARY COMPANIES
           CONSOLIDATING BALANCE SHEET          
                December 31, 1995               
                  (in thousands)                
<CAPTION>                                                                
                                                                JOURNAL    ELIMINATIONS
                                                     APCo        ENTRY         AND        COMBINED
                                                 CONSOLIDATED   NUMBERS    ADJUSTMENTS      TOTAL        APCo
                                                            
<S>                                                <C>               <C>       <C>        <C>          <C>
CAPITALIZATION AND LIABILITIES                                                
Capitalization:                                 
  Common Stock                                       $260,458           6         ($210)    $260,668     $260,458
  Paid-in Capital                                     525,051           6       (19,895)     544,946      525,051
  Retained Earnings                                   199,021           6         8,342      190,679      199,021
          Total Common Shareholders' Equity           984,530                   (11,763)     996,293      984,530
  Cumulative Preferred Stock:                                                            
    Not Subject to Mandatory Redemption                55,000                                 55,000       55,000
    Subject to Mandatory Redemption                   190,085                                190,085      190,085
  Long-term Debt                                    1,278,433                              1,278,433    1,278,433
          Total Capitalization                      2,508,048                   (11,763)   2,519,811    2,508,048
                                                                                         
Other Noncurrent Liabilities                          102,178                                102,178       94,027
                                                                                         
Current Liabilities:                            
  Preferred Stock and Long-term Debt            
   Due Within One Year                                  7,401                                  7,401        7,401
  Short-term Debt                                     125,525                                125,525      125,525
  Accounts Payable:                                                                      
    General                                            36,424                                 36,424       36,417
    Affiliated Companies                               45,800           7        (7,298)      53,098       52,459
  Taxes Accrued                                        48,666                                 48,666       48,499
  Interest Accrued                                     19,057                                 19,057       19,057
  Obligations Under Capital Leases                     12,198                                 12,198       12,198
  Other                                                77,366                                 77,366       76,653
          Total Current Liabilities                   372,437                    (7,298)     379,735      378,209
                                                                                         
Deferred Income Taxes                                 656,006                                656,006      660,807
                                                                                         
Deferred Investment Tax Credits                        89,682                                 89,682       89,682
                                                                                         
Deferred Credits                                        7,027                                  7,027        3,671
                                                
            Total                                  $3,735,378                  ($19,061)  $3,754,439   $3,734,444
                                                
See Note to Consolidating Financial Statements on Page C-1.
</TABLE>  
<PAGE>  
<TABLE>  
  APPALACHIAN POWER COMPANY AND SUBSIDIARY COMPANIES
           CONSOLIDATING BALANCE SHEET          
                December 31, 1995               
                  (in thousands)                
<CAPTION>                                                
                                                
                                                  CeCCo     CACCo    SACCo   WVPCo
                                                           
<S>                                                <C>      <C>      <C>       <C>
CAPITALIZATION AND LIABILITIES                                                
Capitalization:                                 
  Common Stock                                       $200       $3       $7
  Paid-in Capital                                   6,168      450   13,082    $195
  Retained Earnings                                (3,713)    (390)  (4,272)     33
          Total Common Shareholders' Equity         2,655       63    8,817     228
  Cumulative Preferred Stock:                   
    Not Subject to Mandatory Redemption                                      
    Subject to Mandatory Redemption             
  Long-term Debt                                
          Total Capitalization                      2,655       63    8,817     228
                                                                             
Other Noncurrent Liabilities                        4,787    2,636      728
                                                                             
Current Liabilities:                            
  Preferred Stock and Long-term Debt            
   Due Within One Year                                                       
  Short-term Debt                                
  Accounts Payable:                             
    General                                             7           
    Affiliated Companies                              303      262       74  
  Taxes Accrued                                       109        7       52      (1)
  Interest Accrued                              
  Obligations Under Capital Leases              
  Other                                               416      238       59
          Total Current Liabilities                   835      507      185      (1)
                                                                             
Deferred Income Taxes                              (1,909)  (1,355)  (1,537)
                                                                    
Deferred Investment Tax Credits                 
                                                 
Deferred Credits                                    1,800       24    1,532
                                                
            Total                                  $8,168   $1,875   $9,725    $227
                                                
See Note to Consolidating Financial Statements on Page C-1.
</TABLE>


<PAGE>
<TABLE>

  COLUMBUS SOUTHERN POWER COMPANY AND SUBSIDIARY COMPANIES
             CONSOLIDATING BALANCE SHEET            
                  December 31, 1995                 
                    (in thousands)                  
<CAPTION>                                                                  
                                                                  JOURNAL  ELIMINATIONS
                                                        CSPCo      ENTRY        AND       COMBINED
                                                    CONSOLIDATED  NUMBERS   ADJUSTMENTS     TOTAL         CSPCo
                                                            
<S>                                                   <C>             <C>       <C>       <C>          <C>
CAPITALIZATION AND LIABILITIES                                                    
Capitalization:                                     
  Common Stock                                           $41,026         8      ($1,609)     $42,635      $41,026
  Paid-in Capital                                        574,427         8         (770)     575,197      574,427
  Retained Earnings                                       74,320         8       (2,071)      76,391       74,320
          Total Common Shareholders' Equity              689,773                 (4,450)     694,223      689,773
  Cumulative Preferred Stock -                      
    Subject to Mandatory Redemption                       75,000                              75,000       75,000
  Long-term Debt                                         990,796                             990,796      990,796
          Total Capitalization                         1,755,569                 (4,450)   1,760,019    1,755,569
                                                    
Other Noncurrent Liabilities                              34,571                              34,571       33,650
                                                    
Current Liabilities:                                
  Preferred Stock and Long-term Debt                
   Due Within One Year                                     7,500                               7,500        7,500
  Short-term Debt                                         34,325                              34,325       34,325
  Accounts Payable:                                 
    General                                               31,276                              31,276       31,068
    Affiliated Companies                                  20,753      9,10       (2,487)      23,240       23,072
  Taxes Accrued                                          120,093                             120,093      120,091
  Interest Accrued                                        17,016                              17,016       17,016
  Obligations Under Capital Leases                         4,835                               4,835        4,737
  Other                                                   26,120                              26,120       25,067
          Total Current Liabilities                      261,918                 (2,487)     264,405      262,876
                                                    
Deferred Income Taxes                                    464,413                             464,413      464,918
                                                    
Deferred Investment Tax Credits                           61,010                              61,010       60,961
                                                    
Deferred Credits                                          16,645                              16,645       15,057
                                                    
            Total                                     $2,594,126                ($6,937)  $2,601,063   $2,593,031
                                                    
See Note to Consolidating Financial Statements on Page C-1.
</TABLE>                                                    

<PAGE>
<TABLE>
  COLUMBUS SOUTHERN POWER COMPANY AND SUBSIDIARY COMPANIES
             CONSOLIDATING BALANCE SHEET            
                  December 31, 1995                 
                    (in thousands)                  
<CAPTION>                                                    
                                                    
                                                         COLM         CCPC       SIMCo
                                                               
<S>                                                      <C>          <C>          <C>
CAPITALIZATION AND LIABILITIES                                                    
Capitalization:                                     
  Common Stock                                           $1,500         $100         $9
  Paid-in Capital                                            30          400        340
  Retained Earnings                                       1,230          680        161
          Total Common Shareholders' Equity               2,760        1,180        510
  Cumulative Preferred Stock -                      
    Subject to Mandatory Redemption                 
  Long-term Debt                                    
          Total Capitalization                            2,760        1,180        510
                                                    
Other Noncurrent Liabilities                                             921
                                                    
Current Liabilities:                                
  Preferred Stock and Long-term Debt                
   Due Within One Year                              
  Short-term Debt                                   
  Accounts Payable:                                 
    General                                                              208
    Affiliated Companies                                     28          134          6
  Taxes Accrued                                              19          (14)        (3)
  Interest Accrued                                  
  Obligations Under Capital Leases                                        98
  Other                                                                1,053
          Total Current Liabilities                          47        1,479          3
                                                    
Deferred Income Taxes                                                   (669)       164
                                                    
Deferred Investment Tax Credits                                                      49
                                                    
Deferred Credits                                             18        1,420        150
                                                    
            Total                                        $2,825       $4,331       $876
                                                    
See Note to Consolidating Financial Statements on Page C-1.
</TABLE>                                                    

<PAGE>
<TABLE>


  INDIANA MICHIGAN POWER COMPANY AND SUBSIDIARY COMPANIES
             CONSOLIDATING BALANCE SHEET            
                  December 31, 1995                 
                                                    
<CAPTION>
                                                                  JOURNAL  ELIMINATIONS
                                                         I&M       ENTRY        AND       COMBINED
                                                    CONSOLIDATED  NUMBERS   ADJUSTMENTS     TOTAL         I&M
                                                         
<S>                                                   <C>              <C>     <C>        <C>          <C>
CAPITALIZATION AND LIABILITIES                                                    
Capitalization:                                     
  Common Stock                                           $56,584        11     ($39,548)     $96,132      $56,584
  Paid-in Capital                                        731,102        11       (1,303)     732,405      731,102
  Retained Earnings                                      235,107        11      (13,299)     248,406      235,107
          Total Common Shareholders' Equity            1,022,793                (54,150)   1,076,943    1,022,793
  Cumulative Preferred Stock:                       
    Not Subject to Mandatory Redemption                   52,000                              52,000       52,000
    Subject to Mandatory Redemption                      135,000                             135,000      135,000
  Long-term Debt                                       1,034,048        11      (34,000)   1,068,048    1,034,048
          Total Capitalization                         2,243,841                (88,150)   2,331,991    2,243,841
                                                    
Other Noncurrent Liabilities                             453,495                             453,495      453,220
                                                    
Current Liabilities:                                
  Preferred Stock and Long-term Debt                
   Due Within One Year                                     6,053                               6,053        6,053
  Short-term Debt                                         89,975                              89,975       89,975
  Accounts Payable:                                 
     General                                              37,744                              37,744       37,744
     Affiliated Companies                                 22,962        12         (561)      23,523       23,502
  Taxes Accrued                                           71,696                              71,696       60,895
  Interest Accrued                                        16,158                              16,158       16,158
  Obligations Under Capital Leases                        31,776                              31,776       31,776
  Other                                                   74,463                              74,463       74,463
          Total Current Liabilities                      350,827                   (561)     351,388      340,566
                                                    
Deferred Income Taxes                                    612,147                             612,147      605,340
                                                    
Deferred Investment Tax Credits                          155,202                             155,202      155,202
                                                    
Deferred Gain on Sale and Leaseback -               
  Rockport Plant Unit 2                                   99,832                              99,832       99,832
                                                    
Deferred Credits                                          12,993        12          (21)      13,014        6,817
                                                    
            Total                                     $3,928,337               ($88,732)  $4,017,069   $3,904,818
                                                    
See Note to Consolidating Financial Statements on Page C-1.
</TABLE>                                                    

<PAGE>
<TABLE>
  INDIANA MICHIGAN POWER COMPANY AND SUBSIDIARY COMP
             CONSOLIDATING BALANCE SHEET            
                  December 31, 1995                 
                                                    
<CAPTION>                                                    
                                                    
                                                        BHCCo            PRCCo
                                                             
<S>                                                     <C>               <C>
CAPITALIZATION AND LIABILITIES                                                   
Capitalization:                                     
  Common Stock                                           $39,521          $27
  Paid-in Capital                                          1,303
  Retained Earnings                                       13,299
          Total Common Shareholders' Equity               54,123           27
  Cumulative Preferred Stock:                       
    Not Subject to Mandatory Redemption             
    Subject to Mandatory Redemption                 
  Long-term Debt                                          34,000
          Total Capitalization                            88,123           27
                                                    
Other Noncurrent Liabilities                                 275
                                                    
Current Liabilities:                                
  Preferred Stock and Long-term Debt                
   Due Within One Year                              
  Short-term Debt                                   
  Accounts Payable:                                 
     General                                         
     Affiliated Companies                                     21
  Taxes Accrued                                           10,806           (5)
  Interest Accrued                                  
  Obligations Under Capital Leases                  
  Other                                              
          Total Current Liabilities                       10,827           (5)
                                                    
Deferred Income Taxes                                      6,808           (1)
                                                    
Deferred Investment Tax Credits                     
                                                    
Deferred Gain on Sale and Leaseback -               
  Rockport Plant Unit 2                             
                                                    
Deferred Credits                                           6,197
                                                    
            Total                                       $112,230          $21
                                                    
See Note to Consolidating Financial Statements on Page C-1.
</TABLE>                                                    


<PAGE>
<TABLE>

     OHIO POWER COMPANY AND SUBSIDIARY COMPANIES    
             CONSOLIDATING BALANCE SHEET            
                  December 31, 1995                 
                    (in thousands)                  
<CAPTION>                                                                  
                                                                  JOURNAL  ELIMINATIONS
                                                        OPCo       ENTRY        AND       COMBINED
                                                    CONSOLIDATED  NUMBERS   ADJUSTMENTS     TOTAL        OPCo
                                                             
<S>                                                   <C>            <C>      <C>         <C>          <C>
CAPITALIZATION AND LIABILITIES                                                    
Capitalization:                                     
  Common Stock                                          $321,201        13      ($7,311)    $328,512     $321,201
  Paid-in Capital                                        459,474        13     (136,228)     595,702      459,474
  Retained Earnings                                      518,029        13      (23,444)     541,473      518,029
          Total Common Shareholders' Equity            1,298,704               (166,983)   1,465,687    1,298,704
  Cumulative Preferred Stock:                       
    Not Subject to Mandatory Redemption                   41,240                              41,240       41,240
    Subject to Mandatory Redemption                      115,000                             115,000      115,000
  Long-term Debt                                       1,138,425        13       (1,725)   1,140,150    1,048,074
          Total Capitalization                         2,593,369               (168,708)   2,762,077    2,503,018
                                                    
Other Noncurrent Liabilities                             214,726                             214,726      110,423
                                                    
Current Liabilities:                                
  Preferred Stock and Long-term Debt                
   Due Within One Year                                    89,207                              89,207       80,214
  Short-term Debt                                          9,400                               9,400        9,400
  Accounts Payable:                                 
    General                                               74,360                              74,360       63,138
    Affiliated Companies                                  28,220        14       (7,123)      35,343       32,929
  Taxes Accrued                                          161,430                             161,430      161,145
  Interest Accrued                                        20,807        15           (1)      20,808       18,742
  Obligations Under Capital Leases                        25,172        16            2       25,170       10,010
  Other                                                   80,507     14,16          (25)      80,532       52,896
          Total Current Liabilities                      489,103                 (7,147)     496,250      428,474
                                                    
Deferred Income Taxes                                    731,959                             731,959      684,610
                                                    
Deferred Investment Tax Credits                           49,860                              49,860       49,860
                                                    
Deferred Credits                                          77,547                              77,547       69,971
                                                    
            Total                                     $4,156,564              ($175,855)  $4,332,419   $3,846,356
                                                    
See Note to Consolidating Financial Statements on Page C-1.
</TABLE>                                                    
<PAGE>
<TABLE>

     OHIO POWER COMPANY AND SUBSIDIARY COMPANIES    
             CONSOLIDATING BALANCE SHEET            
                  December 31, 1995                 
                    (in thousands)                  
<CAPTION>                                                    
                                                    
                                                        COCCo        SOCCo        WCCo
                                                               
<S>                                                      <C>         <C>           <C>
CAPITALIZATION AND LIABILITIES                                                    
Capitalization:                                     
  Common Stock                                            $6,900           $5         $406
  Paid-in Capital                                         13,069      112,689       10,470
  Retained Earnings                                                    23,199          245
          Total Common Shareholders' Equity               19,969      135,893       11,121
  Cumulative Preferred Stock:                       
    Not Subject to Mandatory Redemption             
    Subject to Mandatory Redemption                 
  Long-term Debt                                           1,890       81,681        8,505
          Total Capitalization                            21,859      217,574       19,626
                                                    
Other Noncurrent Liabilities                              29,553       62,035       12,715
                                                    
Current Liabilities:                                
  Preferred Stock and Long-term Debt                
   Due Within One Year                                       104        8,319          570
  Short-term Debt                                                              
  Accounts Payable:                                 
    General                                                  803        7,800        2,619
    Affiliated Companies                                     420        1,523          471
  Taxes Accrued                                             (384)         406          263
  Interest Accrued                                                      2,065            1
  Obligations Under Capital Leases                         3,379       10,816          965
  Other                                                    8,576       15,436        3,624
          Total Current Liabilities                       12,898       46,365        8,513
                                                    
Deferred Income Taxes                                    (15,896)      59,746        3,499
                                                    
Deferred Investment Tax Credits                     
                                                    
Deferred Credits                                           6,098        1,239          239
                                                    
            Total                                        $54,512     $386,959      $44,592
                                                    
See Note to Consolidating Financial Statements on Page C-1.
</TABLE>                                                    



<PAGE>
<TABLE>
    AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES 
                 CONSOLIDATING STATEMENT OF CASH FLOWS             
                     Year Ended December 31, 1995                  
                            (in thousands)                         
<CAPTION>                                                                   
                                                                                 JOURNAL  ELIMINATIONS
                                                                       AEP        ENTRY       AND       COMBINED
                                                                   CONSOLIDATED  NUMBERS  ADJUSTMENTS    TOTAL
  <S>                                                                <C>         <C>       <C>         <C>
  OPERATING ACTIVITIES:                                            
    Net Income (Loss)                                                 $529,903   1,2,7      ($593,390) $1,123,293
    Adjustments for Noncash Items:                                 
      Depreciation and Amortization                                    578,003      7               1     578,002
      Deferred Federal Income Taxes                                     11,916     3,7            216      11,700
      Deferred Investment Tax Credits                                  (25,819)     1           1,025     (26,844)
      Equity in Undistributed Earnings of Affiliated Companies               0      1          70,493     (70,493)
      Deferred Operating Expenses and Carrying                     
        Charges (net of amortization)                                   53,479      7               1      53,478
    Changes in Certain Current Assets and Liabilities:             
        Accounts Receivable (net)                                      (71,804)    5,7          7,563     (79,367)
        Fuel, Materials and Supplies                                       457      7               1         456
        Accrued Utility Revenues                                       (40,433)     7              (1)    (40,432)
        Accounts Payable                                               (31,044)    5,7         (6,809)    (24,235)
        Taxes Accrued                                                   37,515      7              (1)     37,516
    Other (net)                                                         14,437    2-5,7            52      14,385
          Net Cash Flows From (Used For) Operating Activities        1,056,610               (520,849)  1,577,459
                                                                   
  INVESTING ACTIVITIES:                                            
    Construction Expenditures                                         (605,974)    4,7          2,737    (608,711)
    Proceeds from Sales of Property and Other                           20,567      4          (3,157)     23,724
    Investment in Subsidiaries                                               0      6          60,084     (60,084)
          Net Cash Flows Used For Investing Activities                (585,407)                59,664    (645,071)
                                                                   
  FINANCING ACTIVITIES:                                            
    Capital Contributions From (Returned to) Parent Company                  0      6         (60,084)     60,084
    Issuance of Common Stock                                            48,707                             48,707
    Issuance of Long-term Debt                                         523,476                            523,476
    Change in Short-term Debt (net)                                     48,140                             48,140
    Retirement of Cumulative Preferred Stock                          (158,839)     7               1    (158,840)
    Retirement of Long-term Debt                                      (469,767)                          (469,767)
    Dividends Paid on Common Stock                                    (445,831)     1         467,100    (912,931)
    Dividends Paid on Cumulative Preferred Stock                             0      2          55,112     (55,112)
          Net Cash Flows From (Used For) Financing Activities         (454,114)               462,129    (916,243)
                                                                   
  Net Increase (Decrease) in Cash and Cash Equivalents                  17,089      5             944      16,145
  Cash and Cash Equivalents January 1                                   62,866      5             231      62,635
  Cash and Cash Equivalents December 31                                $79,955      5          $1,175     $78,780
                                                                   
  Supplemental Disclosure:                                         
                                                                   
      Interest Paid (net of capitalized amounts)                      $395,169      7              $1    $395,168
                                                                   
      Income Taxes Paid (Received)                                    $273,671      7              $2    $273,669
                                                                   
      Noncash Acquisitions Under Capital Leases                       $106,256                           $106,256
                                                                   
See Note to Consolidating Financial Statements on Page C-1         
</TABLE>                                                                   
<PAGE>                                                                   
<TABLE>
    AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES 
                 CONSOLIDATING STATEMENT OF CASH FLOWS             
                     Year Ended December 31, 1995                  
                            (in thousands)                         
<CAPTION>                                                                   
                                                                   
                                                                                    APCo         CSPCo          I&M
                                                                       AEP      CONSOLIDATED  CONSOLIDATED  CONSOLIDATED
  <S>                                                                 <C>          <C>           <C>            <C>
  OPERATING ACTIVITIES:                                            
    Net Income (Loss)                                                 $529,903      $115,900      $110,616      $141,092
    Adjustments for Noncash Items:                                 
      Depreciation and Amortization                                                  134,485        85,071       148,441
      Deferred Federal Income Taxes                                                      647         2,914       (23,564)
      Deferred Investment Tax Credits                                                 (5,465)       (3,483)       (9,004)
      Equity in Undistributed Earnings of Affiliated Companies         (70,586)
      Deferred Operating Expenses and Carrying                     
        Charges (net of amortization)                                                               29,150        24,328
    Changes in Certain Current Assets and Liabilities:             
        Accounts Receivable (net)                                           85       (16,896)      (11,916)        4,121
        Fuel, Materials and Supplies                                                  (9,761)        5,148        (6,255)
        Accrued Utility Revenues                                                     (13,392)       (8,794)       (3,355)
        Accounts Payable                                                    12       (11,488)        3,038        (2,431)
        Taxes Accrued                                                                 14,043         6,731         8,075
    Other (net)                                                            (13)       39,827       (11,896)      (41,832)
          Net Cash Flows From (Used For) Operating Activities          459,401       247,900       206,579       239,616
                                                                   
  INVESTING ACTIVITIES:                                            
    Construction Expenditures                                                       (216,200)      (98,356)     (117,785)
    Proceeds from Sales of Property and Other                                          7,793         2,923         9,325
    Investment in Subsidiaries                                         (59,974)
          Net Cash Flows Used For Investing Activities                 (59,974)     (208,407)      (95,433)     (108,460)
                                                                   
  FINANCING ACTIVITIES:                                            
    Capital Contributions From (Returned to) Parent Company                           30,000        15,000
    Issuance of Common Stock                                            48,707                
    Issuance of Long-term Debt                                                       128,785        72,526        96,819
    Change in Short-term Debt (net)                                     (2,350)        2,700        34,325        39,375
    Retirement of Cumulative Preferred Stock                                            (150)      (71,773)
    Retirement of Long-term Debt                                                     (74,950)      (80,000)     (141,122)
    Dividends Paid on Common Stock                                    (445,831)     (106,836)      (71,900)     (110,852)
    Dividends Paid on Cumulative Preferred Stock                                     (15,675)      (12,812)      (11,560)
          Net Cash Flows From (Used For) Financing Activities         (399,474)      (36,126)     (114,634)     (127,340)
                                                                   
  Net Increase (Decrease) in Cash and Cash Equivalents                     (47)        3,367        (3,488)        3,816
  Cash and Cash Equivalents January 1                                      177         5,297        14,065         9,907
  Cash and Cash Equivalents December 31                                   $130        $8,664       $10,577       $13,723
                                                                   
  Supplemental Disclosure:                                         
                                                                   
      Interest Paid (net of capitalized amounts)                        $2,607      $102,145       $78,046       $71,457
                                                                   
      Income Taxes Paid (Received)                                        $186       $59,412       $57,896       $88,675
                                                                   
      Noncash Acquisitions Under Capital Leases                                      $16,209        $9,094       $32,073
                                                                   
See Note to Consolidating Financial Statements on Page C-1         
</TABLE>                                                                   
<PAGE>                                                                   
<TABLE>
    AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES 
                 CONSOLIDATING STATEMENT OF CASH FLOWS             
                     Year Ended December 31, 1995                  
                            (in thousands)                         
                                                                   
<CAPTION>                                                                   
                                                                                               OPCo
                                                                      KEPCo       KGPCo    CONSOLIDATED    WPCo      AEPENS
  <S>                                                                 <C>          <C>        <C>            <C>     <C>
  OPERATING ACTIVITIES:                                            
    Net Income (Loss)                                                  $25,128      $2,034    $189,447       $2,869  ($1,811)
    Adjustments for Noncash Items:                                 
      Depreciation and Amortization                                     24,507       2,280     154,915        2,614
      Deferred Federal Income Taxes                                     (2,380)         64      29,573         (521)    (724)
      Deferred Investment Tax Credits                                   (1,478)        (72)     (3,570)         (43)
      Equity in Undistributed Earnings of Affiliated Companies     
      Deferred Operating Expenses and Carrying                     
        Charges (net of amortization)                              
    Changes in Certain Current Assets and Liabilities:             
        Accounts Receivable (net)                                       (8,467)     (2,887)    (41,631)         404     (998)
        Fuel, Materials and Supplies                                     5,343         (45)      7,451         (132)
        Accrued Utility Revenues                                        (4,372)        859     (11,325)         (53)
        Accounts Payable                                                 2,346          50     (19,852)         285      393
        Taxes Accrued                                                    1,716         288       4,905        1,314     (106)
    Other (net)                                                           (554)      2,352      32,540        2,339    1,746
          Net Cash Flows From (Used For) Operating Activities           41,789       4,923     342,453        9,076   (1,500)
                                                                   
  INVESTING ACTIVITIES:                                            
    Construction Expenditures                                          (39,264)     (6,959)   (122,132)      (3,998)
    Proceeds from Sales of Property and Other                                                    4,241          357
    Investment in Subsidiaries                                     
          Net Cash Flows Used For Investing Activities                 (39,264)     (6,959)   (117,891)      (3,641)       0
                                                                   
  FINANCING ACTIVITIES:                                            
    Capital Contributions From (Returned to) Parent Company             10,000       2,000                             1,500
    Issuance of Common Stock                                       
    Issuance of Long-term Debt                                          38,647       5,000      82,331       11,000
    Change in Short-term Debt (net)                                    (28,100)     (1,175)     (7,835)      (3,325)
    Retirement of Cumulative Preferred Stock                                                   (86,917)
    Retirement of Long-term Debt                                                    (2,000)    (44,348)     (11,000)
    Dividends Paid on Common Stock                                     (22,920)     (1,848)   (139,428)      (2,316)
    Dividends Paid on Cumulative Preferred Stock                                               (15,065)
          Net Cash Flows From (Used For) Financing Activities           (2,373)      1,977    (211,262)      (5,641)   1,500
                                                                   
  Net Increase (Decrease) in Cash and Cash Equivalents                     152         (59)     13,300         (206)       0
  Cash and Cash Equivalents January 1                                      879         564      30,700          452      215
  Cash and Cash Equivalents December 31                                 $1,031        $505     $44,000         $246     $215
                                                                   
  Supplemental Disclosure:                                         
                                                                   
      Interest Paid (net of capitalized amounts)                       $23,581      $2,871     $93,126       $2,765       $4
                                                                   
      Income Taxes Paid (Received)                                      $6,453        $593     $65,629       $1,729    ($136)
                                                                   
      Noncash Acquisitions Under Capital Leases                         $3,651        $320     $31,799         $901
                                                                   
See Note to Consolidating Financial Statements on Page C-1         
</TABLE>                                                                   
<PAGE>                                                                   
<TABLE>
    AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES 
                 CONSOLIDATING STATEMENT OF CASH FLOWS             
                     Year Ended December 31, 1995                  
                            (in thousands)                         
                                                                   
<CAPTION>                                                                   
                                                                   
                                                                     AEGCo    AEPINV   AEPRES    AEPRI    AEPSC    CCCo    COpCo
  <S>                                                                 <C>       <C>      <C>       <C>    <C>       <C>     <C>
  OPERATING ACTIVITIES:                                            
    Net Income (Loss)                                                 $8,687    ($191)   ($288)    ($93)                  
    Adjustments for Noncash Items:                                 
      Depreciation and Amortization                                   21,674                               4,015
      Deferred Federal Income Taxes                                    6,947      (96)                      (930)    (12)    (218)
      Deferred Investment Tax Credits                                 (3,522)                               (207)
      Equity in Undistributed Earnings of Affiliated Companies                              93
      Deferred Operating Expenses and Carrying                     
        Charges (net of amortization)                              
    Changes in Certain Current Assets and Liabilities:             
        Accounts Receivable (net)                                        840                (1)           (1,831)     57     (246)
        Fuel, Materials and Supplies                                  (1,293)
        Accrued Utility Revenues                                   
        Accounts Payable                                                (155)     (25)      70             4,153       5     (626)
        Taxes Accrued                                                   (651)       1      (35)              992      (2)     245
    Other (net)                                                       (8,784)    (235)       1            (1,408)    (13)     315
          Net Cash Flows From (Used For) Operating Activities         23,743     (546)    (160)     (93)   4,784      35     (530)
                                                                   
  INVESTING ACTIVITIES:                                            
    Construction Expenditures                                         (4,017)                            
    Proceeds from Sales of Property and Other                                    (915)
    Investment in Subsidiaries                                                            (110)
          Net Cash Flows Used For Investing Activities                (4,017)    (915)    (110)       0        0       0        0
                                                                   
  FINANCING ACTIVITIES:                                            
    Capital Contributions From (Returned to) Parent Company                     1,474               110
    Issuance of Common Stock                                                                    
    Issuance of Long-term Debt                                        88,368
    Change in Short-term Debt (net)                                   14,525
    Retirement of Cumulative Preferred Stock                       
    Retirement of Long-term Debt                                    (111,347)                             (5,000)
    Dividends Paid on Common Stock                                   (11,000)
    Dividends Paid on Cumulative Preferred Stock                   
          Net Cash Flows From (Used For) Financing Activities        (19,454)   1,474        0      110   (5,000)      0        0
                                                                   
  Net Increase (Decrease) in Cash and Cash Equivalents                   272       13     (270)      17     (216)     35     (530)
  Cash and Cash Equivalents January 1                                 (2,780)      34      460        1      623      20    1,982
  Cash and Cash Equivalents December 31                              ($2,508)     $47     $190      $18     $407     $55   $1,452
                                                                   
  Supplemental Disclosure:                                         
                                                                   
      Interest Paid (net of capitalized amounts)                     $10,234                              $8,332
                                                                   
      Income Taxes Paid (Received)                                   ($3,516)     $21     ($68)          ($3,293)    $11      $77
                                                                   
      Noncash Acquisitions Under Capital Leases                         $391                             $11,818
                                                                   
See Note to Consolidating Financial Statements on Page C-1         
</TABLE>                                                                   
                                                                   


<PAGE>
<TABLE>

    AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES 
                 CONSOLIDATING STATEMENT OF CASH FLOWS             
                     Year Ended December 31, 1995                  
                            (in thousands)                         
                                                                   
<CAPTION>                                                                   
                                                                   
                                                                    FRECo  IFRI
  <S>                                                               (C>    <C>
  OPERATING ACTIVITIES:                                            
    Net Income (Loss)                                              
    Adjustments for Noncash Items:                                 
      Depreciation and Amortization                                
      Deferred Federal Income Taxes                                
      Deferred Investment Tax Credits                              
      Equity in Undistributed Earnings of Affiliated Companies     
      Deferred Operating Expenses and Carrying                     
        Charges (net of amortization)                              
    Changes in Certain Current Assets and Liabilities:             
        Accounts Receivable (net)                                             (1)
        Fuel, Materials and Supplies                               
        Accrued Utility Revenues                                   
        Accounts Payable                                              (10)
        Taxes Accrued                                              
    Other (net)                                                    
          Net Cash Flows From (Used For) Operating Activities         (10)    (1)
                                                                   
  INVESTING ACTIVITIES:                                            
    Construction Expenditures                                      
    Proceeds from Sales of Property and Other                      
    Investment in Subsidiaries                                     
          Net Cash Flows Used For Investing Activities                  0      0
                                                                   
  FINANCING ACTIVITIES:                                            
    Capital Contributions From (Returned to) Parent Company        
    Issuance of Common Stock                                       
    Issuance of Long-term Debt                                     
    Change in Short-term Debt (net)                                
    Retirement of Cumulative Preferred Stock                       
    Retirement of Long-term Debt                                   
    Dividends Paid on Common Stock                                 
    Dividends Paid on Cumulative Preferred Stock                   
          Net Cash Flows From (Used For) Financing Activities           0      0
                                                                   
  Net Increase (Decrease) in Cash and Cash Equivalents                (10)    (1)
  Cash and Cash Equivalents January 1                                  38      1
  Cash and Cash Equivalents December 31                               $28     $0
                                                                   
  Supplemental Disclosure:                                         
                                                                   
      Interest Paid (net of capitalized amounts)                   
                                                                   
      Income Taxes Paid (Received)                                 
                                                                   
      Noncash Acquisitions Under Capital Leases                    
                                                                   
See Note to Consolidating Financial Statements on Page C-1         
</TABLE>                                                                   




<PAGE>
<TABLE>
    APPALACHIAN POWER COMPANY, INC. AND SUBSIDIARY COMPANIES   
               CONSOLIDATING STATEMENT OF CASH FLOWS           
                   Year Ended December 31, 1995                
                          (in thousands)                       
<CAPTION>                                                               
                                                                              JOURNAL  ELIMINATIONS
                                                                   APCo        ENTRY       AND       COMBINED
                                                               CONSOLIDATED   NUMBERS  ADJUSTMENTS    TOTAL
  <S>                                                              <C>         <C>         <C>        <C>
  OPERATING ACTIVITIES:                                        
    Net Income (Loss)                                              $115,900      8          $5,837    $110,063
    Adjustments for Noncash Items:                             
      Depreciation and Amortization                                 134,485     12              (1)    134,486
      Deferred Federal Income Taxes                                     647                                647
      Deferred Investment Tax Credits                                (5,465)                            (5,465)
      Equity in Undistributed Earnings of Affiliated Companies            0      8          (5,837)      5,837
    Changes in Certain Current Assets and Liabilities:         
        Accounts Receivable (net)                                   (16,896)   9,12          1,894     (18,790)
        Fuel, Materials and Supplies                                 (9,761)                            (9,761)
        Accrued Utility Revenues                                    (13,392)                           (13,392)
        Accounts Payable                                            (11,488)   9,12         (2,213)     (9,275)
        Taxes Accrued                                                14,043     12               1      14,042
    Other (net)                                                      39,827   9,11,12        7,202      32,625
          Net Cash Flows From (Used For) Operating Activities       247,900                  6,883     241,017
                                                               
  INVESTING ACTIVITIES:                                        
    Construction Expenditures                                      (216,200)                          (216,200)
    Proceeds from Sales of Property and Other                         7,793     11          (6,883)     14,676
    Investment in Subsidiaries                                            0     10          (3,250)      3,250
          Net Cash Flows From (Used For) Investing Activities      (208,407)               (10,133)   (198,274)
                                                               
  FINANCING ACTIVITIES:                                        
    Capital Contributions From (Returned to) Parent                  30,000     10           3,250      26,750
    Issuance of Long-term Debt                                      128,785                            128,785
    Change in Short-term Debt (net)                                   2,700                              2,700
    Retirement of Cumulative Preferred Stock                           (150)                              (150)
    Retirement of Long-term Debt                                    (74,950)                           (74,950)
    Dividends Paid on Common Stock                                 (106,836)                          (106,836)
    Dividends Paid on Cumulative Preferred Stock                    (15,675)                           (15,675)
          Net Cash Flows From (Used For) Financing Activities       (36,126)                 3,250     (39,376)
                                                               
  Net Increase (Decrease) in Cash and Cash Equivalents                3,367                      0       3,367
  Cash and Cash Equivalents January 1                                 5,297                              5,297
  Cash and Cash Equivalents December 31                              $8,664                     $0      $8,664
                                                               
  Supplemental Disclosure:                                     
                                                               
      Interest Paid (net of capitalized amounts)                   $102,145                           $102,145
                                                               
      Income Taxes Paid                                             $59,412                            $59,412
                                                               
      Noncash Acquisitions Under Capital Leases                     $16,209                            $16,209
                                                               
See Note to Consolidating Financial Statements on Page C-1     
</TABLE>                                                               
                                         
<PAGE>                                                               
<TABLE>                                                               
                                                               

    APPALACHIAN POWER COMPANY, INC. AND SUBSIDIARY COMPANIES   
               CONSOLIDATING STATEMENT OF CASH FLOWS           
                   Year Ended December 31, 1995                
                          (in thousands)                       
<CAPTION>                                                               
                                                               
  
                                                                   APCo     CeCCo  CACCo   SACCo   WVPCo
  <S>                                                             <C>       <C>     <C>   <C>         <C>
  OPERATING ACTIVITIES:                                        
    Net Income (Loss)                                             $115,900  ($542)  ($28) ($5,271)    $4
    Adjustments for Noncash Items:                             
      Depreciation and Amortization                                133,364     77           1,045
      Deferred Federal Income Taxes                                  3,398   (487)  (311)  (1,953)
      Deferred Investment Tax Credits                               (5,465)
      Equity in Undistributed Earnings of Affiliated Companies       5,837
    Changes in Certain Current Assets and Liabilities:         
        Accounts Receivable (net)                                  (16,668)(1,773)  (492)     143  
        Fuel, Materials and Supplies                                (9,761)
        Accrued Utility Revenues                                   (13,392)
        Accounts Payable                                            (9,898)   300    262       61
        Taxes Accrued                                               13,663    287     23       69  
    Other (net)                                                     29,534  2,242  1,023     (173)    (1)
          Net Cash Flows From (Used For) Operating Activities      246,512    104    477   (6,079)     3
                                                               
  INVESTING ACTIVITIES:                                        
    Construction Expenditures                                     (216,200)
    Proceeds from Sales of Property and Other                        5,367                  9,309
    Investment in Subsidiaries                                       3,250
          Net Cash Flows From (Used For) Investing Activities     (207,583)     0      0    9,309      0
                                                               
  FINANCING ACTIVITIES:                                        
    Capital Contributions From (Returned to) Parent                 30,000   (250)         (3,000)
    Issuance of Long-term Debt                                     128,785
    Change in Short-term Debt (net)                                  2,700
    Retirement of Cumulative Preferred Stock                          (150)
    Retirement of Long-term Debt                                   (74,950)
    Dividends Paid on Common Stock                                (106,836)
    Dividends Paid on Cumulative Preferred Stock                   (15,675)
          Net Cash Flows From (Used For) Financing Activities      (36,126)  (250)     0   (3,000)     0
                                                               
  Net Increase (Decrease) in Cash and Cash Equivalents               2,803   (146)   477      230      3
  Cash and Cash Equivalents January 1                                4,342    322     34      387    212
  Cash and Cash Equivalents December 31                             $7,145   $176   $511     $617   $215
                                                               
  Supplemental Disclosure:                                     
                                                               
      Interest Paid (net of capitalized amounts)                  $102,145
                                                               
      Income Taxes Paid                                            $57,111   $678   $348   $1,272     $3
                                                               
      Noncash Acquisitions Under Capital Leases                    $16,209
                                                               
See Note to Consolidating Financial Statements on Page C-1     
</TABLE>                                                               
                                         



<PAGE>
<TABLE>
    COLUMBUS SOUTHERN POWER COMPANY, INC. AND SUBSIDIARY COMPANIES      
                   CONSOLIDATING STATEMENT OF CASH FLOWS                
                        Year Ended December 31, 1995                    
                               (in thousands)                           
<CAPTION>                                                                        
                                                                                       JOURNAL  ELIMINATIONS
                                                                            CSPCo       ENTRY       AND       COMBINED
                                                                        CONSOLIDATED   NUMBERS  ADJUSTMENTS    TOTAL
  <S>                                                                       <C>         <C>           <C>      <C>
  OPERATING ACTIVITIES:                                                 
    Net Income                                                              $110,616     13           ($541)   $111,157
    Adjustments for Noncash Items:                                      
      Depreciation and Amortization                                           85,071     16              (1)     85,072
      Deferred Federal Income Taxes                                            2,914                              2,914
      Deferred Investment Tax Credits                                         (3,483)                            (3,483)
      Equity in Undistributed Earnings of Affiliated Companies                     0     13            (158)        158
      Deferred Operating Expenses and Carrying                          
        Charges (net of amortization)                                         29,150                             29,150
    Changes in Certain Current Assets and Liabilities:                  
        Accounts Receivable (net)                                            (11,916)    14              23     (11,939)
        Fuel, Materials and Supplies                                           5,148                              5,148
        Accrued Utility Revenues                                              (8,794)                            (8,794)
        Accounts Payable                                                       3,038    14,16           146       2,892
        Taxes Accrued                                                          6,731                              6,731
    Other (net)                                                              (11,896)    14            (168)    (11,728)
          Net Cash Flows From (Used For) Operating Activities                206,579                   (699)    207,278
                                                                        
  INVESTING ACTIVITIES:                                                 
    Construction Expenditures                                                (98,356)                           (98,356)
    Proceeds from Sale of Property and Other                                   2,923                              2,923
    Investment in Subsidiaries                                                     0     15            (100)        100
          Net Cash Flows Used For Investing Activities                       (95,433)                  (100)    (95,333)
                                                                        
  FINANCING ACTIVITIES:                                                 
    Capital Contributions From (Returned to) Parent Company                   15,000     15             100      14,900
    Issuance of Long-term Debt                                                72,526                             72,526
    Change in Short-term Debt (net)                                           34,325                             34,325
    Retirement of Cumulative Preferred Stock                                 (71,773)                           (71,773)
    Retirement of Long-term Debt                                             (80,000)                           (80,000)
    Dividends Paid on Common Stock                                           (71,900)    13             699     (72,599)
    Dividends Paid on Cumulative Preferred Stock                             (12,812)                           (12,812)
          Net Cash Flows Used For Financing Activities                      (114,634)                   799    (115,433)
                                                                        
  Net Increase (Decrease) in Cash and Cash Equivalents                        (3,488)                     0      (3,488)
  Cash and Cash Equivalents January 1                                         14,065                             14,065
  Cash and Cash Equivalents December 31                                      $10,577                     $0     $10,577
                                                                        
  Supplemental Disclosure:                                              
                                                                        
      Interest Paid (net of capitalized amounts)                             $78,046                            $78,046
                                                                        
      Income Taxes Paid                                                      $57,896                            $57,896
                                                                        
      Noncash Acquisitions Under Capital Leases                               $9,094                             $9,094
                                                                        
  See Note to Consolidating Financial Statements on Page C-1            
</TABLE>                                                                        

<PAGE>                                                                        
<TABLE>
    COLUMBUS SOUTHERN POWER COMPANY, INC. AND SUBSIDIARY COMPANIES      
                   CONSOLIDATING STATEMENT OF CASH FLOWS                
                        Year Ended December 31, 1995                    
                               (in thousands)                           
<CAPTION>                                                                        
                                                                        
                                                                        
                                                                           CSPCo       COLM      CCPC     SIMCo
  <S>                                                                      <C>           <C>        <C>      <C>
  OPERATING ACTIVITIES:                                                 
    Net Income                                                             $110,616      $272       $70      $199
    Adjustments for Noncash Items:                                      
      Depreciation and Amortization                                          84,948                  18       106
      Deferred Federal Income Taxes                                           2,887                  44       (17)
      Deferred Investment Tax Credits                                        (3,477)                           (6)
      Equity in Undistributed Earnings of Affiliated Companies                  158
      Deferred Operating Expenses and Carrying                          
        Charges (net of amortization)                                        29,150
    Changes in Certain Current Assets and Liabilities:                  
        Accounts Receivable (net)                                           (11,955)        1         8         7
        Fuel, Materials and Supplies                                          5,174                 (26)
        Accrued Utility Revenues                                             (8,794)
        Accounts Payable                                                      2,940       (28)       12       (32)
        Taxes Accrued                                                         6,731        (4)      (32)       36
    Other (net)                                                             (11,821)      170       (77) 
          Net Cash Flows From (Used For) Operating Activities               206,557       411        17       293
                                                                        
  INVESTING ACTIVITIES:                                                 
    Construction Expenditures                                               (98,290)                (39)      (27)
    Proceeds from Sale of Property and Other                                  2,923
    Investment in Subsidiaries                                                  100
          Net Cash Flows Used For Investing Activities                      (95,267)        0       (39)      (27)
                                                                        
  FINANCING ACTIVITIES:                                                 
    Capital Contributions From (Returned to) Parent Company                  15,000                          (100)
    Issuance of Long-term Debt                                               72,526
    Change in Short-term Debt (net)                                          34,325
    Retirement of Cumulative Preferred Stock                                (71,773)
    Retirement of Long-term Debt                                            (80,000)
    Dividends Paid on Common Stock                                          (71,900)     (500)               (199)
    Dividends Paid on Cumulative Preferred Stock                            (12,812)
          Net Cash Flows Used For Financing Activities                     (114,634)     (500)        0      (299)
                                                                        
  Net Increase (Decrease) in Cash and Cash Equivalents                       (3,344)      (89)      (22)      (33)
  Cash and Cash Equivalents January 1                                        13,711       155        40       159
  Cash and Cash Equivalents December 31                                     $10,367       $66       $18      $126
                                                                        
  Supplemental Disclosure:                                              
                                                                        
      Interest Paid (net of capitalized amounts)                            $78,046            
                                                                        
      Income Taxes Paid                                                     $57,519      $221        $5      $151
                                                                        
      Noncash Acquisitions Under Capital Leases                              $9,053                 $41
                                                                        
  See Note to Consolidating Financial Statements on Page C-1            
</TABLE>                                                                        
                                                                        
                                                                        



<PAGE>
<TABLE>
    INDIANA MICHIGAN POWER COMPANY, INC. AND SUBSIDIARY COMPANIES
                CONSOLIDATING STATEMENT OF CASH FLOWS            
                    Year Ended December 31, 1995                 
                           (in thousands)                        
<CAPTION>                                                                 
                                                                               JOURNAL  ELIMINATIONS
                                                                     I&M        ENTRY       AND       COMBINED
                                                                 CONSOLIDATED  NUMBERS  ADJUSTMENTS    TOTAL
  <S>                                                               <C>          <C>        <C>        <C>
  OPERATING ACTIVITIES:                                          
    Net Income (Loss)                                               $141,092     17         ($3,511)   $144,603
    Adjustments for Noncash Items:                               
      Depreciation and Amortization                                  148,441                            148,441
      Deferred Federal Income Taxes                                  (23,564)                           (23,564)
      Deferred Investment Tax Credits                                 (9,004)                            (9,004)
      Equity in Undistributed Earnings of Affiliated Companies             0     17           3,511      (3,511)
      Deferred Operating Expenses and Carrying                   
        Charges (net of amortization)                                 24,328                             24,328
    Changes in Certain Current Assets and Liabilities:           
        Accounts Receivable (net)                                      4,121     18             (11)      4,132
        Fuel, Materials and Supplies                                  (6,255)                            (6,255)
        Accrued Utility Revenues                                      (3,355)                            (3,355)
        Accounts Payable                                              (2,431)    18             (46)     (2,385)
        Taxes Accrued                                                  8,075                              8,075
    Other (net)                                                      (41,832)    18              57     (41,889)
          Net Cash Flows From Operating Activities                   239,616                      0     239,616
                                                                 
  INVESTING ACTIVITIES:                                          
    Construction Expenditures                                       (117,785)                          (117,785)
    Proceeds from Sales of Property and Other                          9,325                              9,325
    Investment in Subsidiaries                                             0     19          (6,200)      6,200
          Net Cash Flows From (Used For) Investing Activities       (108,460)                (6,200)   (102,260)
                                                                 
  FINANCING ACTIVITIES:                                          
    Issuance of Long-term Debt                                        96,819                             96,819
    Change in Short-term Debt (net)                                   39,375                             39,375
    Retirement of Long-term Debt                                    (141,122)    19           6,200    (147,322)
    Dividends Paid on Common Stock                                  (110,852)                          (110,852)
    Dividends Paid on Cumulative Preferred Stock                     (11,560)                           (11,560)
          Net Cash Flows Used For Financing Activities              (127,340)                 6,200    (133,540)
                                                                 
  Net Increase (Decrease) in Cash and Cash Equivalents                 3,816                              3,816
  Cash and Cash Equivalents January 1                                  9,907                              9,907
  Cash and Cash Equivalents December 31                              $13,723                     $0     $13,723
                                                                 
  Supplemental Disclosure:                                       
                                                                 
      Interest Paid (net of capitalized amounts)                     $71,457                            $71,457
                                                                 
      Income Taxes Paid (Received)                                   $88,675                            $88,675
                                                                 
      Noncash Acquisitions Under Capital Leases                      $32,073                            $32,073
                                                                 
  See Note to Consolidating Financial Statements on Page C-1     
</TABLE>                                                                 

<PAGE>
<TABLE>
    INDIANA MICHIGAN POWER COMPANY, INC. AND SUBSIDIARY COMPANIES
                CONSOLIDATING STATEMENT OF CASH FLOWS            
                    Year Ended December 31, 1995                 
                           (in thousands)                        
                                                                 
<CAPTION>                                                                 
                                                                 
                                                                     I&M      BHCCo   PRCCo
  <S>                                                               <C>       <C>      <C>
  OPERATING ACTIVITIES:                                          
    Net Income (Loss)                                               $141,092  $3,511
    Adjustments for Noncash Items:                               
      Depreciation and Amortization                                  139,149   9,292
      Deferred Federal Income Taxes                                  (13,796) (9,768)
      Deferred Investment Tax Credits                                 (9,004)
      Equity in Undistributed Earnings of Affiliated Companies        (3,511)
      Deferred Operating Expenses and Carrying                   
        Charges (net of amortization)                                 24,328
    Changes in Certain Current Assets and Liabilities:           
        Accounts Receivable (net)                                     (4,032)  8,164  
        Fuel, Materials and Supplies                                  (6,255)
        Accrued Utility Revenues                                      (3,355)
        Accounts Payable                                              (2,388)      3
        Taxes Accrued                                                 (2,749) 10,824  
    Other (net)                                                      (27,655)(14,234)
          Net Cash Flows From Operating Activities                   231,824   7,792      0
                                                                 
  INVESTING ACTIVITIES:                                          
    Construction Expenditures                                       (117,785)
    Proceeds from Sales of Property and Other                          3,625   5,700
    Investment in Subsidiaries                                         6,200
          Net Cash Flows From (Used For) Investing Activities       (107,960)  5,700      0
                                                                 
  FINANCING ACTIVITIES:                                          
    Issuance of Long-term Debt                                        96,819
    Change in Short-term Debt (net)                                   39,375
    Retirement of Long-term Debt                                    (141,122) (6,200)
    Dividends Paid on Common Stock                                  (110,852)
    Dividends Paid on Cumulative Preferred Stock                     (11,560)
          Net Cash Flows Used For Financing Activities              (127,340) (6,200)     0
                                                                 
  Net Increase (Decrease) in Cash and Cash Equivalents                (3,476)  7,292
  Cash and Cash Equivalents January 1                                  9,862      45
  Cash and Cash Equivalents December 31                               $6,386  $7,337     $0
                                                                 
  Supplemental Disclosure:                                       
                                                                 
      Interest Paid (net of capitalized amounts)                     $71,457
                                                                 
      Income Taxes Paid (Received)                                   $84,701  $3,979    ($5)
                                                                 
      Noncash Acquisitions Under Capital Leases                      $32,073
                                                                 
  See Note to Consolidating Financial Statements on Page C-1     
                                                                 
</TABLE>
<PAGE>         
<TABLE>         
         OHIO POWER COMPANY, INC. AND SUBSIDIARY COMPANIES     
               CONSOLIDATING STATEMENT OF CASH FLOWS           
                   Year Ended December 31, 1995                
                          (in thousands)                       
                                                               
<CAPTION>                                                                              JOURNAL  ELIMINATIONS
                                                                   OPCo        ENTRY       AND       COMBINED
                                                               CONSOLIDATED   NUMBERS  ADJUSTMENTS    TOTAL
  <S>                                                              <C>         <C>        <C>         <C>
  OPERATING ACTIVITIES:                                        
    Net Income                                                     $189,447     20        ($14,387)   $203,834
    Adjustments for Noncash Items:                             
      Depreciation and Amortization                                 154,915     22              (1)    154,916
      Deferred Federal Income Taxes                                  29,573                             29,573
      Deferred Investment Tax Credits                                (3,570)                            (3,570)
      Equity in Undistributed Earnings of Affiliated Companies            0     20         (11,312)     11,312
    Changes in Certain Current Assets and Liabilities:         
        Accounts Receivable (net)                                   (41,631)   21,22        (4,519)    (37,112)
        Fuel, Materials and Supplies                                  7,451                              7,451
        Accrued Utility Revenues                                    (11,325)                           (11,325)
        Accounts Payable                                            (19,852)   21,22         4,637     (24,489)
        Taxes Accrued                                                 4,905                              4,905
    Other (net)                                                      32,540    21,22          (117)     32,657
          Net Cash Flows From (Used for) Operating Activities       342,453                (25,699)    368,152
                                                               
  INVESTING ACTIVITIES:                                        
    Construction Expenditures                                      (122,132)                          (122,132)
    Proceeds from Sales of Property and Other                         4,241                              4,241
    Investment in Subsidiaries                                            0                                  0
          Net Cash Flows From (Used for) Investing Activities      (117,891)                     0    (117,891)
                                                               
  FINANCING ACTIVITIES:                                        
    Issuance of Long-term Debt                                       82,331                             82,331
    Change in Short-term Debt (net)                                  (7,835)        22          (1)     (7,834)
    Retirement of Cumulative Preferred Stock                        (86,917)                           (86,917)
    Retirement of Long-term Debt                                    (44,348)                           (44,348)
    Dividends Paid on Common Stock                                 (139,428)        20      25,699    (165,127)
    Dividends Paid on Cumulative Preferred Stock                    (15,065)                           (15,065)
          Net Cash Flows From (Used For) Financing Activities      (211,262)                25,698    (236,960)
                                                               
  Net Increase (Decrease) in Cash and Cash Equivalents               13,300                     (1)     13,301
  Cash and Cash Equivalents January 1                                30,700                      1      30,699
  Cash and Cash Equivalents December 31                             $44,000                     $0     $44,000
                                                               
  Supplemental Disclosure:                                     
                                                               
      Interest Paid (net of capitalized amounts)                    $93,126    22,23          ($62)    $93,188
                                                               
      Income Taxes Paid                                             $65,629                            $65,629
                                                               
      Noncash Acquisitions Under Capital Leases                     $31,799                            $31,799
                                                               
  See Note to Consolidating Financial Statements on Page C-1   
</TABLE>                                                               

<PAGE>                                                               
<TABLE>
         OHIO POWER COMPANY, INC. AND SUBSIDIARY COMPANIES     
               CONSOLIDATING STATEMENT OF CASH FLOWS           
                   Year Ended December 31, 1995                
                          (in thousands)                       
                                                               
<CAPTION>                                                               
                                                               
                                                                   OPCo      COCCo    SOCCo    WCCo
  <S>                                                             <C>        <C>     <C>       <C>
  OPERATING ACTIVITIES:                                        
    Net Income                                                    $189,447   $2,656  $10,368   $1,363
    Adjustments for Noncash Items:                             
      Depreciation and Amortization                                135,883    3,315   13,294    2,424
      Deferred Federal Income Taxes                                 33,447    1,312   (3,312)  (1,874)
      Deferred Investment Tax Credits                               (3,570)
      Equity in Undistributed Earnings of Affiliated Companies      11,312
    Changes in Certain Current Assets and Liabilities:         
        Accounts Receivable (net)                                  (34,764)    (391)   3,413   (5,370)
        Fuel, Materials and Supplies                                11,197   (1,751)  (2,458)     463
        Accrued Utility Revenues                                   (11,325)
        Accounts Payable                                           (23,453)    (811)  (1,896)   1,671
        Taxes Accrued                                                7,329   (1,831)    (689)      96
    Other (net)                                                     13,042    7,366    7,826    4,423
          Net Cash Flows From (Used for) Operating Activities      328,545    9,865   26,546    3,196
                                                               
  INVESTING ACTIVITIES:                                        
    Construction Expenditures                                     (120,756)    (153)  (1,078)    (145)
    Proceeds from Sales of Property and Other                        3,281       68      892  
    Investment in Subsidiaries                                  
          Net Cash Flows From (Used for) Investing Activities     (117,475)     (85)    (186)    (145)
                                                               
  FINANCING ACTIVITIES:                                        
    Issuance of Long-term Debt                                      82,176       18               137
    Change in Short-term Debt (net)                                 (7,750)     (18)              (66)
    Retirement of Cumulative Preferred Stock                       (86,917)
    Retirement of Long-term Debt                                   (43,618)    (104)             (626)
    Dividends Paid on Common Stock                                (139,428)  (3,004) (20,194)  (2,501)
    Dividends Paid on Cumulative Preferred Stock                   (15,065)
          Net Cash Flows From (Used For) Financing Activities     (210,602)  (3,108) (20,194)  (3,056)
                                                               
  Net Increase (Decrease) in Cash and Cash Equivalents                 468    6,672    6,166       (5)
  Cash and Cash Equivalents January 1                                4,287    6,025   20,369       18
  Cash and Cash Equivalents December 31                             $4,755  $12,697  $26,535      $13
                                                               
  Supplemental Disclosure:                                     
                                                               
      Interest Paid (net of capitalized amounts)                   $86,924      $55   $6,196      $13
                                                               
      Income Taxes Paid                                            $51,076   $1,858   $9,494   $3,201
                                                               
      Noncash Acquisitions Under Capital Leases                    $19,048   $4,025   $8,642      $84
                                                               
  See Note to Consolidating Financial Statements on Page C-1   
                                                               
</TABLE>                                                               

<PAGE>                                                  
<TABLE>
      AMERICAN ELECTRIC POWER COMPANY, INC.       
             AND SUBSIDIARY COMPANIES             
   CONSOLIDATING STATEMENT OF RETAINED EARNINGS   
              YEAR ENDED DECEMBER 31, 1995        
                    (in thousands)                
<CAPTION>                                                  
                                                                JOURNAL ELIMINATIONS
                                                       AEP       ENTRY       AND       COMBINED                  APCO
                                                  CONSOLIDATED  NUMBERS  ADJUSTMENTS    TOTAL        AEP     CONSOLIDATED
<S>                                                 <C>            <C>   <C>          <C>         <C>            <C>
Retained Earnings January 1                         $1,325,581           ($1,049,612) $2,375,193  $1,325,581     $206,361
Net Income                                             529,903     A        (593,390)  1,123,293     529,903      115,900
                                                     1,855,484            (1,643,002)  3,498,486   1,855,484      322,261
                                                  
Deductions:                                       
    Cash Dividends Declared on Common Stock:      
      American Electric Power Company, Inc.       
      ($2.40 per Share)                                445,831                           445,831     445,831
      Subsidiary Companies                                   0     B        (467,100)    467,100                  106,836
    Cash Dividends Declared on Cumulative         
     Preferred Stocks                                        0     B         (53,507)     53,507                   15,673
    Other                                                    8     C          (1,272)      1,280           8          731
                                                  
Retained Earnings December 31                       $1,409,645     C     ($1,121,123) $2,530,768  $1,409,645     $199,021
                                                  
See Note to Consolidating Financial Statements on Page C-1.
                                                  
    A  See Consolidating Statement of Income.     
                                                  
    B  See Consolidating Statement of Cash Flows. 
                                                  
    C  See Consolidating Balance Sheet.           
</TABLE>                                                  
<PAGE>                                                  
<TABLE>
      AMERICAN ELECTRIC POWER COMPANY, INC.       
             AND SUBSIDIARY COMPANIES             
   CONSOLIDATING STATEMENT OF RETAINED EARNINGS   
              YEAR ENDED DECEMBER 31, 1995        
                    (in thousands)                
<CAPTION>                                                  
                                                  
                                                      CSPCo         I&M                           OPCo
                                                  CONSOLIDATED CONSOLIDATED   KEPCo    KGPCo  CONSOLIDATED  WPCo
<S>                                                    <C>         <C>       <C>       <C>       <C>        <C>
Retained Earnings January 1                            $46,976     $216,658  $89,173   $6,882    $483,222   $6,016
Net Income                                             110,616      141,092   25,128    2,034     189,447    2,869
                                                       157,592      357,750  114,301    8,916     672,669    8,885
                                                  
Deductions:                                       
    Cash Dividends Declared on Common Stock:      
      American Electric Power Company, Inc.       
      ($2.40 per Share)                           
      Subsidiary Companies                              71,900      110,852   22,920    1,848     139,428    2,316
    Cash Dividends Declared on Cumulative         
     Preferred Stocks                                   11,209       11,560                        15,065
    Other                                                  163          231                           147
                                                  
Retained Earnings December 31                          $74,320     $235,107  $91,381   $7,068    $518,029   $6,569
                                                  
See Note to Consolidating Financial Statements on Page C-1.
                                                  
    A  See Consolidating Statement of Income.     
                                                  
    B  See Consolidating Statement of Cash Flows. 
                                                  
    C  See Consolidating Balance Sheet.           
</TABLE>                                                  
<PAGE>                                                  
<TABLE>
      AMERICAN ELECTRIC POWER COMPANY, INC.       
             AND SUBSIDIARY COMPANIES             
   CONSOLIDATING STATEMENT OF RETAINED EARNINGS   
              YEAR ENDED DECEMBER 31, 1995        
                    (in thousands)                
<CAPTION>                                                  
                                                  
                                                  
                                                   AEPENS    AEGCo   AEPINV   AEPRES  AEPRI AEPSC  CCCo   COpCo   FRECo  IFRI
<S>                                                <C>       <C>     <C>         <C>    <C>    <C>   <C>    <C>     <C>   <C>
Retained Earnings January 1                        ($1,863)  $4,268  ($8,210)    ($59)  ($4)                $172    $20
Net Income                                          (1,811)   8,687     (191)    (288)  (93)             
                                                    (3,674)  12,955   (8,401)    (347)  (97)    0     0      172     20     0
                                                  
Deductions:                                       
    Cash Dividends Declared on Common Stock:      
      American Electric Power Company, Inc.       
      ($2.40 per Share)                           
      Subsidiary Companies                                   11,000
    Cash Dividends Declared on Cumulative         
     Preferred Stocks                             
    Other                                         
                                                  
Retained Earnings December 31                      ($3,674)  $1,955  ($8,401)   ($347) ($97)   $0    $0     $172    $20    $0
                                                  
See Note to Consolidating Financial Statements on Page C-1. 
                                                  
    A  See Consolidating Statement of Income.     
                                                  
    B  See Consolidating Statement of Cash Flows. 
                                                  
    C  See Consolidating Balance Sheet.           
</TABLE>                                                  





<PAGE>
<TABLE>
                                             
   APPALACHIAN POWER COMPANY, INC. AND SUBSIDIARY COMPANIES
         CONSOLIDATING STATEMENT OF RETAINED EARNINGS
              YEAR ENDED DECEMBER 31, 1995   
                     (in thousands)          
<CAPTION>                                             
                                                            JOURNAL ELIMINATIONS
                                                  APCo       ENTRY       AND     COMBINED
                                              CONSOLIDATED  NUMBERS  ADJUSTMENTS   TOTAL    APCo
<S>                                               <C>          <C>        <C>    <C>      <C>       
Retained Earnings January 1                       $206,361                $2,505 $203,856 $206,361
Net Income                                         115,900     A           5,837  110,063  115,900
                                                   322,261                 8,342  313,919  322,261
                                             
Deductions:                                  
    Cash Dividends Declared on Common Stock        106,836     B                  106,836  106,836
    Cash Dividends Declared on Cumulative    
        Preferred Stocks                            15,673                         15,673   15,673
    Other                                              731                            731      731
                                             
Retained Earnings December 31                     $199,021     C          $8,342 $190,679 $199,021
                                             
See Note to Consolidating Financial Statements on Page C-1.
                                             
    A  See Consolidating Statement of Income.
                                             
    B  See Consolidating Statement of Cash Flows.
                                             
    C  See Consolidating Balance Sheet.      
</TABLE>                                             
                                             
<PAGE>                                             
<TABLE>                                             
   APPALACHIAN POWER COMPANY, INC. AND SUBSIDIARY COMPANIES
           CONSOLIDATING STATEMENT OF RETAINED 
              YEAR ENDED DECEMBER 31, 1995   
                     (in thousands)          
<CAPTION>                                             
                                             
                                             
                                               CeCCo  CACCo   SACCo  WVPCo
<S>                                           <C>     <C>     <C>      <C>           
Retained Earnings January 1                   ($3,171)($362)    $999   $29
Net Income                                       (542)  (28)  (5,271)    4
                                               (3,713) (390)  (4,272)   33
                                             
Deductions:                                  
    Cash Dividends Declared on Common Stock  
    Cash Dividends Declared on Cumulative    
        Preferred Stocks                     
    Other                                    
                                             
Retained Earnings December 31                 ($3,713)($390) ($4,272)  $33
                                             
See Note to Consolidating Financial Statements on Pgae C-1

    A  See Consolidating Statement of Income.
                                             
    B  See Consolidating Statement of Cash Flows.
                                             
    C  See Consolidating Balance Sheet.      
                                             
                                             
</TABLE>                                             
                                                   
<PAGE>
<TABLE>
COLUMBUS SOUTHERN POWER COMPANY, INC. AND SUBSIDIARY COMPANIES
         CONSOLIDATING STATEMENT OF RETAINED EARNINGS
                 YEAR ENDED DECEMBER 31, 1995      
                        (in thousands)             
<CAPTION>                                                   
                                                                JOURNAL ELIMINATIONS
                                                      CSPCo      ENTRY       AND     COMBINED
                                                   CONSOLIDATED NUMBERS  ADJUSTMENTS   TOTAL   CSPCo
<S>                                                    <C>         <C>       <C>      <C>     <C>
Retained Earnings January 1                            $46,976               ($2,229) $49,205 $46,976
Net Income                                             110,616     A            (541) 111,157 110,616
                                                       157,592                (2,770) 160,362 157,592
                                                   
Deductions:                                        
    Cash Dividends Declared on Common Stock             71,900     B            (699)  72,599  71,900
    Cash Dividends Declared on Cumulative          
     Preferred Stocks                                   11,209                         11,209  11,209
    Other                                                  163                            163     163
                                                   
Retained Earnings December 31                          $74,320     C         ($2,071) $76,391 $74,320
                                                   
See Note to Consolidating Financial Statements on Page C-1.
                                                   
    A  See Consolidating Statement of Income.      
                                                   
    B  See Consolidating Statement of Cash Flows.  
                                                   
    C  See Consolidating Balance Sheet.            
</TABLE>                                                   
                                                   
<PAGE>                                                   
<TABLE>                                                   
COLUMBUS SOUTHERN POWER COMPANY, INC. AND SUBSIDIARY COMPANIES
         CONSOLIDATING STATEMENT OF RETAINED EARNINGS
                 YEAR ENDED DECEMBER 31, 1995      
                        (in thousands)             
                                                   
<CAPTION>                                                   
                                                   
                                                    COLM  CCPC SIMCo
<S>                                                <C>    <C>   <C>
Retained Earnings January 1                        $1,458 $610  $161
Net Income                                            272   70   199
                                                    1,730  680   360
                                                   
Deductions:                                        
    Cash Dividends Declared on Common Stock           500        199
    Cash Dividends Declared on Cumulative          
     Preferred Stocks                              
    Other                                          
                                                   
Retained Earnings December 31                      $1,230 $680  $161
                                                   
See Note to Consolidating Financial Statements on Page C-1.
                                                   
    A  See Consolidating Statement of Income.      
                                                   
    B  See Consolidating Statement of Cash Flows.  
                                                   
    C  See Consolidating Balance Sheet.            
                                                   
</TABLE>                                                   
                                                   



<PAGE>
<TABLE>
                                                  
 INDIANA MICHIGAN POWER COMPANY, INC. AND SUBSIDIARY COMPANIES
         CONSOLIDATING STATEMENT OF RETAINED EARNINGS
                YEAR ENDED DECEMBER 31, 1995      
                       (in thousands)             
<CAPTION>                                                  
                                                               JOURNAL ELIMINATIONS
                                                      I&M       ENTRY       AND     COMBINED
                                                  CONSOLIDATED NUMBERS  ADJUSTMENTS   TOTAL     I&M     BHCCo    PRCCo
<S>                                                  <C>          <C>       <C>     <C>      <C>        <C>
Retained Earnings January 1                          $216,658               ($9,788)$226,446 $216,658   $9,788       $0
Net Income                                            141,092     A          (3,511) 144,603  141,092    3,511
                                                      357,750               (13,299) 371,049  357,750   13,299        0
                                                  
Deductions:                                       
    Cash Dividends Declared on Common Stock           110,852     B               0  110,852  110,852        0
    Cash Dividends Declared on Cumulative         
      Preferred Stocks                                 11,560                         11,560   11,560
    Other                                                 231                            231      231
                                                  
Retained Earnings December 31                        $235,107     C        ($13,299)$248,406 $235,107  $13,299       $0
                                                  
See Note to Consolidating Financial Statements on Page C-1.
                                                  
    A  See Consolidating Statement of Income.     
                                                  
    B  See Consolidating Statement of Cash Flows. 
                                                  
    C  See Consolidating Balance Sheet.           
</TABLE>                                                  
                                                  
                                                  



<PAGE>
<TABLE>
                                                  
      OHIO POWER COMPANY, INC. AND SUBSIDIARY COMPANIES
         CONSOLIDATING STATEMENT OF RETAINED EARNINGS
                YEAR ENDED DECEMBER 31, 1995      
                       (in thousands)             
<CAPTION>                                                  
                                                               JOURNAL ELIMINATIONS
                                                      OPCo      ENTRY       AND     COMBINED
                                                  CONSOLIDATED NUMBERS  ADJUSTMENTS   TOTAL    OPCo
<S>                                                  <C>          <C>      <C>      <C>      <C>
Retained Earnings January 1                          $483,222              ($34,756)$517,978 $483,222
Net Income                                            189,447     A         (14,387) 203,834  189,447
                                                      672,669               (49,143) 721,812  672,669
                                                  
Deductions:                                       
    Cash Dividends Declared on Common Stock           139,428     B         (25,699) 165,127  139,428
    Cash Dividends Declared on Cumulative         
     Preferred Stocks                                  15,065                         15,065   15,065
    Other                                                 147                            147      147
                                                  
Retained Earnings December 31                        $518,029     C        ($23,444)$541,473 $518,029
                                                  
See Note to Consolidating Financial Statements on Page C-1.
                                                  
    A  See Consolidating Statement of Income.     
                                                  
    B  See Consolidating Statement of Cash Flows. 
                                                  
    C  See Consolidating Balance Sheet.           
                                                  
</TABLE>                                                  
                                                  
<PAGE>                                                  
<TABLE>                                                  
      OHIO POWER COMPANY, INC. AND SUBSIDIARY COMPANIES
         CONSOLIDATING STATEMENT OF RETAINED EARNINGS
                YEAR ENDED DECEMBER 31, 1995      
                       (in thousands)             
                                                  
<CAPTION>                                                  
                                                  
                                                    COCCo    SOCCo    WCCo
<S>                                                 <C>     <C>       <C>
Retained Earnings January 1                           $348  $33,025   $1,383
Net Income                                           2,656   10,368    1,363
                                                     3,004   43,393    2,746
                                                  
Deductions:                                       
    Cash Dividends Declared on Common Stock          3,004   20,194    2,501
    Cash Dividends Declared on Cumulative         
     Preferred Stocks                             
    Other                                         
                                                  
Retained Earnings December 31                           $0  $23,199     $245
                                                  
See Note to Consolidating Financial Statements on Page C-1.
                                                  
    A  See Consolidating Statement of Income.     
                                                  
    B  See Consolidating Statement of Cash Flows. 
                                                  
    C  See Consolidating Balance Sheet.           
                                                  
</TABLE>                                                  
                                                  
<PAGE>
Note to Consolidating Financial Statements.

Notes to financial statements are incorporated herein by reference to the
1995 Annual Report on Form 10-K filed by the respective companies reporting
to the Securities and Exchange Commission pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934.



                             C-1

<PAGE>
<PAGE>
                    CARDINAL OPERATING COMPANY
            STATEMENT OF INCOME AND RETAINED EARNINGS
                   YEAR ENDED DECEMBER 31, 1995
                          (in thousands)


OPERATING EXPENSES:
  Fuel. . . . . . . . . . . . . . . . . . . . . . . . . $173,304
  Other Operation . . . . . . . . . . . . . . . . . . .   14,594
  Maintenance . . . . . . . . . . . . . . . . . . . . .   18,261
  Taxes Other Than Federal Income Taxes . . . . . . . .    1,126

          TOTAL OPERATING EXPENSES. . . . . . . . . . . $207,285

REIMBURSED BY:
  Ohio Power Company. . . . . . . . . . . . . . . . . . $ 98,424
  Buckeye Power, Inc. . . . . . . . . . . . . . . . . .  108,861

          TOTAL . . . . . . . . . . . . . . . . . . . . $207,285

RETAINED EARNINGS . . . . . . . . . . . . . . . . . . .   None



<PAGE>
<PAGE>
                    CARDINAL OPERATING COMPANY
                          BALANCE SHEET
                        DECEMBER 31, 1995
                          (in thousands)

ASSETS
INVESTMENTS . . . . . . . . . . . . . . . . . . . . . . $     3

CURRENT ASSETS:
  Cash and Cash Equivalents . . . . . . . . . . . . . .      18
  Accounts Receivable:
    Affiliated Companies. . . . . . . . . . . . . . . .  24,865
    Miscellaneous . . . . . . . . . . . . . . . . . . .     130
  Other . . . . . . . . . . . . . . . . . . . . . . . .     110

          TOTAL CURRENT ASSETS. . . . . . . . . . . . .  25,123

DEFERRED CHARGES:
  Other Work in Progress. . . . . . . . . . . . . . . .   1,713
  Other . . . . . . . . . . . . . . . . . . . . . . . .     468

          TOTAL DEFERRED CHARGES. . . . . . . . . . . .   2,181

            TOTAL . . . . . . . . . . . . . . . . . . . $27,307

CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
  Common Stock  - Par Value $1:
    Authorized  - 500 Shares
    Outstanding - 500 Shares. . . . . . . . . . . . . . $     1
  Advances from Affiliated Companies. . . . . . . . . .     400

          TOTAL CAPITALIZATION. . . . . . . . . . . . .     401

OTHER NONCURRENT LIABILITIES. . . . . . . . . . . . . .   1,920

CURRENT LIABILITIES:
  Accounts Payable:
    General . . . . . . . . . . . . . . . . . . . . . .  10,187
    Affiliated Companies. . . . . . . . . . . . . . . .  11,012
  Other . . . . . . . . . . . . . . . . . . . . . . . .   3,786

          TOTAL CURRENT LIABILITIES . . . . . . . . . .  24,985

DEFERRED CREDITS. . . . . . . . . . . . . . . . . . . .       1

            TOTAL . . . . . . . . . . . . . . . . . . . $27,307

<PAGE>
<PAGE>
              INDIANA-KENTUCKY ELECTRIC CORPORATION
            STATEMENT OF INCOME AND RETAINED EARNINGS
                   YEAR ENDED DECEMBER 31, 1995
                          (in thousands)

OPERATING REVENUES. . . . . . . . . . . . . . . . . . . $147,837

OPERATING EXPENSES:
  Fuel. . . . . . . . . . . . . . . . . . . . . . . . .  109,922
  Other Operation . . . . . . . . . . . . . . . . . . .   16,239
  Maintenance . . . . . . . . . . . . . . . . . . . . .   13,964
  Depreciation. . . . . . . . . . . . . . . . . . . . .    3,590
  Taxes Other Than Federal Income Taxes . . . . . . . .    4,193

          TOTAL OPERATING EXPENSES. . . . . . . . . . .  147,908

OPERATING LOSS. . . . . . . . . . . . . . . . . . . . .      (71)
NONOPERATING INCOME . . . . . . . . . . . . . . . . . .       72
INCOME BEFORE INTEREST CHARGES. . . . . . . . . . . . .        1

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

NET INCOME AND RETAINED EARNINGS. . . . . . . . . . . .   None  


<PAGE>
<PAGE>
              INDIANA-KENTUCKY ELECTRIC CORPORATION
                          BALANCE SHEET
                        DECEMBER 31, 1995
                          (in thousands)
ASSETS
ELECTRIC UTILITY PLANT:
  Electric Plant (at cost). . . . . . . . . . . . . . . $384,902
  Construction Work in Progress . . . . . . . . . . . .    5,731
          Total Electric Utility Plant. . . . . . . . .  390,633
  Accumulated Depreciation and Amortization . . . . . .  310,070

          NET ELECTRIC UTILITY PLANT. . . . . . . . . .   80,563

CURRENT ASSETS:
  Cash and Cash Equivalents . . . . . . . . . . . . . .      378
  Accounts Receivable . . . . . . . . . . . . . . . . .      356
  Coal in Storage - at average cost . . . . . . . . . .   10,645
  Materials and Supplies - at average cost. . . . . . .    8,120
  Coal Sold Under Agreement to Repurchase . . . . . . .   11,000
  Prepayments and Other . . . . . . . . . . . . . . . .      383

          TOTAL CURRENT ASSETS. . . . . . . . . . . . .   30,882

DEFERRED CHARGES:
  Future Federal Income Tax Benefits. . . . . . . . . .   46,988
  Deferred Depreciation . . . . . . . . . . . . . . . .    2,365
  Other . . . . . . . . . . . . . . . . . . . . . . . .       20

          TOTAL DEFERRED CHARGES. . . . . . . . . . . .   49,373

            TOTAL . . . . . . . . . . . . . . . . . . . $160,818

CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
  Common Stock, No Par Value
    Authorized - 100,000 Shares
    Outstanding - 17,000 Shares . . . . . . . . . . . . $  3,400

CURRENT LIABILITIES:
  Accounts Payable. . . . . . . . . . . . . . . . . . .   12,012
  Coal Repurchase Obligation. . . . . . . . . . . . . .   11,000
  Taxes Accrued . . . . . . . . . . . . . . . . . . . .    2,943
  Interest Accrued and Other. . . . . . . . . . . . . .      279

          TOTAL CURRENT LIABILITIES . . . . . . . . . .   26,234

AMOUNTS DUE TO CUSTOMERS FOR FEDERAL INCOME TAXES . . .   46,988

ADVANCES FROM PARENT COMPANY FOR CONSTRUCTION . . . . .   76,232

DEFERRED CREDITS. . . . . . . . . . . . . . . . . . . .    7,964

            TOTAL . . . . . . . . . . . . . . . . . . . $160,818
<PAGE>
<PAGE>
              INDIANA-KENTUCKY ELECTRIC CORPORATION
                     STATEMENT OF CASH FLOWS
                   YEAR ENDED DECEMBER 31, 1995
                          (in thousands)

OPERATING ACTIVITIES:
  Net Income. . . . . . . . . . . . . . . . . . . . . . $   -
  Adjustments for Noncash Items:
    Depreciation. . . . . . . . . . . . . . . . . . . .    3,590
    Changes in Certain Current Assets and Liabilities:
      Accounts Receivable . . . . . . . . . . . . . . .    4,662
      Coal, Materials and Supplies. . . . . . . . . . .   (8,151)
      Accounts Payable. . . . . . . . . . . . . . . . .    1,581
    Other (net) . . . . . . . . . . . . . . . . . . . .      283
       Net Cash Flows From Operating Activities . . . .    1,965

INVESTING ACTIVITIES:
  Construction Expenditures . . . . . . . . . . . . . .  (11,931)
  Reimbursement for Plant Replacements and
   Additional Facilities. . . . . . . . . . . . . . . .    1,776
  Advances Returned to Parent . . . . . . . . . . . . .   (2,593)
       Net Cash Flows Used For Investing Activities . .  (12,748)

FINANCING ACTIVITIES - 
  Coal Repurchase Obligation. . . . . . . . . . . . . .   11,000

  Net Increase in Cash and Cash Equivalents . . . . . .      217 
  Cash and Cash Equivalents January 1 . . . . . . . . .      161
  Cash and Cash Equivalents December 31 . . . . . . . . $    378

Supplemental Disclosure:
  Interest Paid (net of capitalized amounts). . . . . .     $520

<PAGE>
<PAGE>
                 OHIO VALLEY ELECTRIC CORPORATION
                       STATEMENT OF INCOME
                   YEAR ENDED DECEMBER 31, 1995
                          (in thousands)

OPERATING REVENUES. . . . . . . . . . . . . . . . . . . $299,562

OPERATING EXPENSES:
  Fuel. . . . . . . . . . . . . . . . . . . . . . . . .   95,485
  Purchased Power . . . . . . . . . . . . . . . . . . .  151,770
  Other Operation . . . . . . . . . . . . . . . . . . .   19,594
  Maintenance . . . . . . . . . . . . . . . . . . . . .   15,380
  Taxes Other Than Federal Income Taxes . . . . . . . .    5,228
  Federal Income Taxes. . . . . . . . . . . . . . . . .    2,929

          TOTAL OPERATING EXPENSES. . . . . . . . . . .  290,386

OPERATING INCOME. . . . . . . . . . . . . . . . . . . .    9,176
NONOPERATING LOSS . . . . . . . . . . . . . . . . . . .     (693)
INCOME BEFORE INTEREST CHARGES. . . . . . . . . . . . .    8,483

INTEREST CHARGES. . . . . . . . . . . . . . . . . . . .    6,306

NET INCOME. . . . . . . . . . . . . . . . . . . . . . . $  2,177


                 OHIO VALLEY ELECTRIC CORPORATION
                  STATEMENT OF RETAINED EARNINGS
                   YEAR ENDED DECEMBER 31, 1995
                          (in thousands)

RETAINED EARNINGS JANUARY 1 . . . . . . . . . . . . . .   $  939
NET INCOME. . . . . . . . . . . . . . . . . . . . . . .    2,177
CASH DIVIDENDS DECLARED . . . . . . . . . . . . . . . .    1,510
RETAINED EARNINGS DECEMBER 31 . . . . . . . . . . . . .   $1,606

<PAGE>
<PAGE>
                 OHIO VALLEY ELECTRIC CORPORATION
                          BALANCE SHEET
                        DECEMBER 31, 1995
                          (in thousands)

ASSETS

ELECTRIC UTILITY PLANT:
  Electric Plant (at cost). . . . . . . . . . . . . . . $268,916
  Construction Work in Progress . . . . . . . . . . . .    2,208
          Total Electric Utility Plant. . . . . . . . .  271,124
  Accumulated Depreciation and Amortization . . . . . .  265,364
          NET ELECTRIC UTILITY PLANT. . . . . . . . . .    5,760

INVESTMENTS AND OTHER . . . . . . . . . . . . . . . . .   81,565

CURRENT ASSETS:
  Cash and Cash Equivalents . . . . . . . . . . . . . .    4,402
  Accounts Receivable . . . . . . . . . . . . . . . . .   21,852
  Coal in Storage - at average cost . . . . . . . . . .    1,363
  Materials and Supplies - at average cost. . . . . . .   11,018
  Coal Sold Under Agreement to Repurchase . . . . . . .   10,000
  Prepayments and Other . . . . . . . . . . . . . . . .    4,147
          TOTAL CURRENT ASSETS. . . . . . . . . . . . .   52,782

FUTURE FEDERAL INCOME TAX BENEFITS. . . . . . . . . . .   11,994

REGULATORY ASSETS . . . . . . . . . . . . . . . . . . .   43,834

DEFERRED CHARGES. . . . . . . . . . . . . . . . . . . .      617

            TOTAL . . . . . . . . . . . . . . . . . . . $196,552

<PAGE>
<PAGE>
                 OHIO VALLEY ELECTRIC CORPORATION
                          BALANCE SHEET
                        DECEMBER 31, 1995
                          (in thousands)

CAPITALIZATION AND LIABILITIES

SHAREHOLDERS' EQUITY:
  Common Stock  - Par Value $100:
    Authorized  - 300,000 Shares
    Outstanding - 100,000 Shares. . . . . . . . . . . . $ 10,000
  Retained Earnings . . . . . . . . . . . . . . . . . .    1,606
          Total Shareowners' Equity . . . . . . . . . .   11,606
  Long-term Debt - Notes Payable. . . . . . . . . . . .   70,728
          TOTAL CAPITALIZATION. . . . . . . . . . . . .   82,334

CURRENT LIABILITIES:
  Long-term Debt Due Within One Year. . . . . . . . . .   14,682
  Coal Purchase Obligation. . . . . . . . . . . . . . .   10,000
  Accounts Payable. . . . . . . . . . . . . . . . . . .    8,192
  Taxes Accrued . . . . . . . . . . . . . . . . . . . .    7,837
  Interest Accrued and Other. . . . . . . . . . . . . .    2,525
          TOTAL CURRENT LIABILITIES . . . . . . . . . .   43,236

INVESTMENT TAX CREDITS. . . . . . . . . . . . . . . . .   10,610

POSTRETIREMENT BENEFIT OBLIGATION . . . . . . . . . . .   33,485

AMOUNTS DUE TO CUSTOMERS FOR FEDERAL INCOME TAXES . . .   13,074

OTHER REGULATORY LIABILITIES AND DEFERRED CREDITS . . .   13,813

            TOTAL . . . . . . . . . . . . . . . . . . . $196,552

<PAGE>
<PAGE>
                 OHIO VALLEY ELECTRIC CORPORATION
                     STATEMENT OF CASH FLOWS
                   YEAR ENDED DECEMBER 31, 1995
                          (in thousands)

OPERATING ACTIVITIES:
  Net Income. . . . . . . . . . . . . . . . . . . . . . $  2,177
  Adjustments for Noncash Items:
    Future Federal Income Tax Benefits. . . . . . . . .    1,463
    Changes in Certain Current Assets and Liabilities:
      Accounts Receivable . . . . . . . . . . . . . . .   (9,272)
      Coal, Materials and Supplies. . . . . . . . . . .    7,771
      Accounts Payable. . . . . . . . . . . . . . . . .   (7,178)
    Other (net) . . . . . . . . . . . . . . . . . . . .    3,763
       Net Cash Flows Used For Operating Activities . .   (1,276)

INVESTING ACTIVITIES:
  Construction Expenditures . . . . . . . . . . . . . .   (3,387)
  Reimbursement for Plant Replacements and
   Additional Facilities. . . . . . . . . . . . . . . .    3,303
  Advances Returned from Subsidiary . . . . . . . . . .    2,593
       Net Cash Flows From Investing Activities . . . .    2,509

FINANCING ACTIVITIES:
  Special Funds Held by Trustees. . . . . . . . . . . .   10,623
  Retirement of Long-term Debt. . . . . . . . . . . . .   (4,090)
  Change in Short-term Debt (net) . . . . . . . . . . .  (22,500)
  Coal Repurchase Obligation. . . . . . . . . . . . . .   10,000
  Dividends Paid. . . . . . . . . . . . . . . . . . . .   (1,510)
       Net Cash Flows Used For Financing Activities . .   (7,477)

  Net Decrease in Cash and Cash Equivalents . . . . . .   (6,244)
  Cash and Cash Equivalents January 1 . . . . . . . . .   10,646
  Cash and Cash Equivalents December 31 . . . . . . . . $  4,402

Supplemental Disclosure:
  Interest Paid (net of capitalized amounts). . . . . .   $7,105

  Income Taxes Received . . . . . . . . . . . . . . . .   $ (427)

<PAGE>
<PAGE>
EXHIBIT A




                        Incorporation By Reference
                                 Form 10K
                              Annual Report

                       Year             File Number

    AEP                1995                1-3525
    AEGCo              1995               0-18135
    APCo               1995                1-3457
    CSPCo              1995                1-2680
    I&M                1995                1-3570
    KEPCo              1995                1-6858
    OPCo               1995                1-6543


                                    E


<PAGE>
<PAGE>
                              SIGNATURE



          The undersigned system company has duly caused this annual
report to be signed on its behalf by the undersigned, thereunto duly
authorized, pursuant to the requirements of the Public Utility Holding
Company Act of 1935.




                                AMERICAN ELECTRIC POWER COMPANY, INC.

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




April 29, 1996

<PAGE>
<PAGE>
                                  EXHIBIT INDEX

EXHIBIT B & C
     The following exhibits have been filed with the Commission and, pursuant
to 17 C.F.R.<section>229.10(d) and <section>240.12b-32, are incorporated herein
by reference to the documents indicated in brackets following the descriptions
of such exhibits.  Certain of the following exhibits, designated with an
asterisk (*), were filed with the Form 10-K Annual Report for 1995 and are also
incorporated by reference.

EXHIBIT NUMBER                                       DESCRIPTION

AEGCO

   3(a)    - Copy of Articles of Incorporation of AEGCo [Registration Statement
             on Form 10 for the Common Shares of AEGCo, File No. 0-18135,
             Exhibit 3(a)].
   3(b)    - Copy of the Code of Regulations of AEGCo [Registration Statement
             on Form 10 for the Common Shares of AEGCo, File No. 0-18135,
             Exhibit 3(b)].
  10(a)    - Copy of Capital Funds Agreement dated as of December 30, 1988
             between AEGCo and AEP [Registration Statement No. 33-32752,
             Exhibit 28(a)].
  10(b)(1) - Copy of Unit Power Agreement dated as of March 31, 1982 between
             AEGCo and I&M, as amended [Registration Statement No. 33-32752,
             Exhibits 28(b)(1)(A) and 28(b)(1)(B)].
  10(b)(2) - Copy of Unit Power Agreement, dated as of August 1, 1984, among
             AEGCo, I&M and KEPCo [Registration Statement No. 33-32752, Exhibit
             28(b)(2)].
  10(b)(3) - Copy of Agreement, dated as of October 1, 1984, among AEGCo, I&M,
             APCo and Virginia Electric and Power Company [Registration
             Statement No. 33-32752, Exhibit 28(b)(3)].
  10(c)    - Copy of Lease Agreements, dated as of December 1, 1989, between
             AEGCo and Wilmington Trust Company, as amended [Registration
             Statement No. 33-32752, Exhibits 28(c)(1)(C), 28(c)(2)(C),
             28(c)(3)(C), 28(c)(4)(C), 28(c)(5)(C) and 28(c)(6)(C); Annual
             Report on Form 10-K of AEGCo for the fiscal year ended December
             31, 1993, File No. 0-18135, Exhibits 10(c)(1)(B), 10(c)(2)(B),
             10(c)(3)(B), 10(c)(4)(B), 10(c)(5)(B) and 10(c)(6)(B)].
 *13       - Copy of those portions of the AEGCo 1995 Annual Report (for the
             fiscal year ended December 31, 1995) which are incorporated by
             reference in this filing.
 *24       - Power of Attorney.
 *27       - Financial Data Schedules.


AEP<double-dagger>

   3(a)    - Copy of Restated Certificate of Incorporation of AEP, dated April
             26, 1978 [Registration Statement No. 2-62778, Exhibit 2(a)].
   3(b)(1) - Copy of Certificate of Amendment of the Restated Certificate of
             Incorporation of AEP, dated April 23, 1980 [Registration Statement
             No. 33-1052, Exhibit 4(b)].
   3(b)(2) - Copy of Certificate of Amendment of the Restated Certificate of
             Incorporation of AEP, dated April 28, 1982 [Registration Statement
             No. 33-1052, Exhibit 4(c)].
   3(b)(3) - Copy of Certificate of Amendment of the Restated Certificate of
             Incorporation of AEP, dated April 25, 1984 [Registration Statement
             No. 33-1052, Exhibit 4(d)].
   3(b)(4) - Copy of Certificate of Change of the Restated Certificate of
             Incorporation of AEP, dated July 5, 1984 [Registration Statement
             No. 33-1052, Exhibit 4(e)].
   3(b)(5) - Copy of Certificate of Amendment of the Restated Certificate of
             Incorporation of AEP, dated April 27, 1988 [Registration Statement
             No. 33-1052, Exhibit 4(f)].
   3(c)    - Composite copy of the Restated Certificate of Incorporation of
             AEP, as amended [Registration Statement No. 33-1052, Exhibit
             4(g)].
   3(d)    - Copy of By-Laws of AEP, as amended through July 26, 1989 [Annual
             Report on Form 10-K of AEP for the fiscal year ended December 31,
             1989, File No. 1-3525, Exhibit 3(d)].
  10(a)    - Interconnection Agreement, dated July 6, 1951, among APCo, CSPCo,
             KEPCo, OPCo and I&M and with the Service Corporation, as amended
             [Registration Statement No. 2-52910, Exhibit 5(a); Registration
             Statement No. 2-61009, Exhibit 5(b); and Annual Report on Form 10-
             K of AEP for the fiscal year ended December 31, 1990, File No. 1-
             3525, Exhibit 10(a)(3)].
  10(b)    - Copy of Transmission Agreement, dated April 1, 1984, among APCo,
             CSPCo, I&M, KEPCo, OPCo and with the Service Corporation as agent,
             as amended [Annual Report on Form 10-K of AEP for the fiscal year
             ended December 31, 1985, File No. 1-3525, Exhibit 10(b); and
             Annual Report on Form 10-K of AEP for the fiscal year ended
             December 31, 1988, File No. 1-3525, Exhibit 10(b)(2)].

 <dagger>10(c)(1)-AEP Deferred Compensation Agreement for certain executive
             officers [Annual Report on Form 10-K of AEP for the fiscal year
             ended December 31, 1985, File No. 1-3525, Exhibit 10(e)].
 <dagger>10(c)(2)-Amendment to AEP Deferred Compensation Agreement for certain
             executive officers [Annual Report on Form 10-K of AEP for the
             fiscal year ended December 31, 1986, File No. 1-3525, Exhibit
             10(d)(2)].
 <dagger>10(d)-AEP Deferred Compensation Agreement for directors, as amended,
             effective October 24, 1984 [Annual Report on Form 10-K of AEP for
             the fiscal year ended December 31, 1984, File No. 1-3525, Exhibit
             10(e)].
 <dagger>10(e)-AEP Accident Coverage Insurance Plan for directors [Annual
             Report on Form 10-K of AEP for the fiscal year ended December 31,
             1985, File No. 1-3525, Exhibit 10(g)].
 <dagger>10(f)-AEP Retirement Plan for directors [Annual Report on Form 10-K of
             AEP for the fiscal year ended December 31, 1986, File No. 1-3525,
             Exhibit 10(g)].
*<dagger>10(g)(1)(A)-AEP Excess Benefit Plan, as amended through January 4,
             1996.
 <dagger>10(g)(1)(B)-Guaranty by AEP of the Service Corporation Excess Benefits
             Plan [Annual Report on Form 10-K of AEP for the fiscal year ended
             December 31, 1990, File No. 1-3525, Exhibit 10(h)(1)(B)].
 <dagger>10(g)(2)-AEP System Supplemental Savings Plan (Non-Qualified) [Annual
             Report on Form 10-K of AEP for the fiscal year ended December 31,
             1993, File No. 1-3525, Exhibit 10(g)(2)].
 <dagger>10(g)(3)-Service Corporation Umbrella Trust<trademark> for Executives
             [Annual Report on Form 10-K of AEP for the fiscal year ended
             December 31, 1993, File No. 1-3525, Exhibit 10(g)(3)].
 <dagger>10(h)(1)-Employment Agreement between E. Linn Draper, Jr. and AEP and
             the Service Corporation [Annual Report on Form 10-K of AEGCo for
             the fiscal year ended December 31, 1991, File No. 0-18135, Exhibit
             10(g)(3)].
*<dagger>10(i)(1)-AEP Management Incentive Compensation Plan.
 <dagger>10(i)(2)-American Electric Power System Performance Share Incentive
             Plan, as Amended and Restated through October 1, 1995 [Quarterly
             Report on Form 10-Q of AEP for the quarterly period ended
             September 30, 1995, File No. 1-3525, Exhibit 10].
  10(j)    - Copy of Lease Agreements, dated as of December 1, 1989, between
             AEGCo or I&M and Wilmington Trust Company, as amended
             [Registration Statement No. 33-32752, Exhibits 28(c)(1)(C),
             28(c)(2)(C), 28(c)(3)(C), 28(c)(4)(C), 28(c)(5)(C) and
             28(c)(6)(C); Registration Statement No. 33-32753, Exhibits
             28(a)(1)(C), 28(a)(2)(C), 28(a)(3)(C), 28(a)(4)(C), 28(a)(5)(C)
             and 28(a)(6)(C); and Annual Report on Form 10-K of AEGCo for the
             fiscal year ended December 31, 1993, File No. 0-18135, Exhibits
             10(c)(1)(B), 10(c)(2)(B), 10(c)(3)(B), 10(c)(4)(B), 10(c)(5)(B)
             and 10(c)(6)(B); Annual Report on Form 10-K of I&M for the fiscal
             year ended December 31, 1993, File No. 1-3570, Exhibits
             10(e)(1)(B), 10(e)(2)(B), 10(e)(3)(B), 10(e)(4)(B), 10(e)(5)(B)
             and 10(e)(6)(B)].
  10(k)(1) - Copy of Agreement for Lease, dated as of September 17, 1992,
             between JMG Funding, Limited Partnership and OPCo [Annual Report
             on Form 10-K of OPCo for the fiscal year ended December 31, 1992,
             File No. 1-6543, Exhibit 10(l)].
  10(k)(2) - Lease Agreement between Ohio Power Company and JMG Funding,
             Limited, dated January 20, 1995 [Annual Report on Form 10-K of
             OPCo for the fiscal year ended December 31, 1994, File No. 1-6543,
             Exhibit 10(l)(2)].
  10(l)    - Interim Allowance Agreement, dated July 28, 1994, among APCo,
             CSPCo, I&M, KEPCo, OPCo and the Service Corporation [Annual Report
             on Form 10-K of APCo for the fiscal year ended December 31, 1994,
             File No. 1-3457, Exhibit 10(d)].
 *13       - Copy of those portions of the AEP 1995 Annual Report (for the
             fiscal year ended December 31, 1995) which are incorporated by
             reference in this filing.
 *21       - List of subsidiaries of AEP.
 *23       - Consent of Deloitte & Touche LLP.
 *24       - Power of Attorney.
 *27       - Financial Data Schedules.

APCO<double-dagger>

EXHIBIT NUMBER                                       DESCRIPTION

   3(a)    - Copy of Restated Articles of Incorporation of APCo, and amendments
             thereto to November 4, 1993 [Registration Statement No. 33-50163,
             Exhibit 4(a); Registration Statement No. 33-53805, Exhibits 4(b)
             and 4(c)].
   3(b)    - Copy of Articles of Amendment to the Restated Articles of
             Incorporation of APCo, dated June 6, 1994 [Annual Report on Form
             10-K of APCo for the fiscal year ended December 31, 1994, File No.
             1-3457, Exhibit 3(b)].
   3(c)    - Composite copy of the Restated Articles of Incorporation of APCo,
             as amended [Annual Report on Form 10-K of APCo for the fiscal year
             ended December 31, 1994, File No. 1-3457, Exhibit 3(c)].
  *3(d)    - Copy of By-Laws of APCo (amended as of January 1, 1996).
   4(a)    - Copy of Mortgage and Deed of Trust, dated as of December 1, 1940,
             between APCo and Bankers Trust Company and R. Gregory Page, as
             Trustees, as amended and supplemented [Registration Statement No.
             2-7289, Exhibit 7(b); Registration Statement No. 2-19884, Exhibit
             2(1); Registration Statement No. 2-24453, Exhibit 2(n);
             Registration Statement No. 2-60015, Exhibits 2(b)(2), 2(b)(3),
             2(b)(4), 2(b)(5), 2(b)(6), 2(b)(7), 2(b)(8), 2(b)(9), 2(b)(10),
             2(b)(12), 2(b)(14), 2(b)(15), 2(b)(16), 2(b)(17), 2(b)(18),
             2(b)(19), 2(b)(20), 2(b)(21), 2(b)(22), 2(b)(23), 2(b)(24),
             2(b)(25), 2(b)(26), 2(b)(27) and 2(b)(28); Registration Statement
             No. 2-64102, Exhibit 2(b)(29); Registration Statement No. 2-66457,
             Exhibits (2)(b)(30) and 2(b)(31); Registration Statement No. 2-
             69217, Exhibit 2(b)(32); Registration Statement No. 2-86237,
             Exhibit 4(b); Registration Statement No. 33-11723, Exhibit 4(b);
             Registration Statement No. 33-17003, Exhibit 4(a)(ii),
             Registration Statement No. 33-30964, Exhibit 4(b); Registration
             Statement No. 33-40720, Exhibit 4(b); Registration Statement No.
             33-45219, Exhibit 4(b); Registration Statement No. 33-46128,
             Exhibits 4(b) and 4(c); Registration Statement No. 33-53410,
             Exhibit 4(b); Registration Statement No. 33-59834, Exhibit 4(b);
             Registration Statement No. 33-50229, Exhibits 4(b) and 4(c);
             Registration Statement No. 33-58431, Exhibits 4(b), 4(c), 4(d) and
             4(e); Registration Statement No. 333-01049, Exhibits 4(b) and
             4(c); Form 8-K, dated March 18, 1996, File No. 1-3457, Exhibit 4].
  10(a)(1) - Copy of Power Agreement, dated October 15, 1952, between OVEC and
             United States of America, acting by and through the United States
             Atomic Energy Commission, and, subsequent to January 18, 1975, the
             Administrator of the Energy Research and Development
             Administration, as amended [Registration Statement No. 2-60015,
             Exhibit 5(a); Registration Statement No. 2-63234, Exhibit
             5(a)(1)(B); Registration Statement No. 2-66301, Exhibit
             5(a)(1)(C); Registration Statement No. 2-67728, Exhibit
             5(a)(1)(D); Annual Report on Form 10-K of APCo for the fiscal year
             ended December 31, 1989, File No. 1-3457, Exhibit 10(a)(1)(F); and
             Annual Report on Form 10-K of APCo for the fiscal year ended
             December 31, 1992, File No. 1-3457, Exhibit 10(a)(1)(B)].
  10(a)(2) - Copy of Inter-Company Power Agreement, dated as of July 10, 1953,
             among OVEC and the Sponsoring Companies, as amended [Registration
             Statement No. 2-60015, Exhibit 5(c); Registration Statement No. 2-
             67728, Exhibit 5(a)(3)(B); and Annual Report on Form 10-K of APCo
             for the fiscal year ended December 31, 1992, File No. 1-3457,
             Exhibit 10(a)(2)(B)].
  10(a)(3) - Copy of Power Agreement, dated July 10, 1953, between OVEC and
             Indiana-Kentucky Electric Corporation, as amended [Registration
             Statement No. 2-60015, Exhibit 5(e)].
  10(b)    - Copy of Interconnection Agreement, dated July 6, 1951, among APCo,
             CSPCo, KEPCo, OPCo and I&M and with the Service Corporation, as
             amended [Registration Statement No. 2-52910, Exhibit 5(a);
             Registration Statement No. 2-61009, Exhibit 5(b); Annual Report on
             Form 10-K of AEP for the fiscal year ended December 31, 1990, File
             No. 1-3525, Exhibit 10(a)(3)].
  10(c)    - Copy of Transmission Agreement, dated April 1, 1984, among APCo,
             CSPCo, I&M, KEPCo, OPCo and with the Service Corporation as agent,
             as amended [Annual Report on Form 10-K of AEP for the fiscal year
             ended December 31, 1985, File No. 1-3525, Exhibit 10(b); Annual
             Report on Form 10-K of AEP for the fiscal year ended December 31,
             1988, File No. 1-3525, Exhibit 10(b)(2)].
  10(d)    - Copy of AEP System Interim Allowance Agreement, dated July 28,
             1994, among APCo, CSPCo, I&M, KEPCo, OPCo and the Service
             Corporation [Annual Report on Form 10-K of APCo for the fiscal
             year ended December 31, 1994, File No. 1-3457, Exhibit 10(d)].
 <dagger>10(e)(1)-AEP Deferred Compensation Agreement for certain executive
             officers [Annual Report on Form 10-K of AEP for the fiscal year
             ended December 31, 1985, File No. 1-3525, Exhibit 10(e)].
 <dagger>10(e)(2)-Amendment to AEP Deferred Compensation Agreement for certain
             executive officers [Annual Report on Form 10-K of AEP for the
             fiscal year ended December 31, 1986, File No. 1-3525, Exhibit
             10(d)(2)].

 <dagger>10(f)(1)-Management Incentive Compensation Plan [Annual Report on Form
             10-K of AEP for the fiscal year ended December 31, 1995, File No.
             1-3525, Exhibit 10(i)(1)].
 <dagger>10(f)(2)-American Electric Power System Performance Share Incentive
             Plan [Quarterly Report on Form 10-Q of APCo for the quarterly
             period ended September 30, 1995, File No. 1-3457, Exhibit 10].
 <dagger>10(g)(1)-Excess Benefits Plan [Annual Report on Form 10-K of AEP for
             the fiscal year ended December 31, 1995, File No. 1-3525, Exhibit
             10(g)(1)(A)].
 <dagger>10(g)(2)-AEP System Supplemental Savings Plan (Non-Qualified) [Annual
             Report on Form 10-K of AEP for the fiscal year ended December 31,
             1993, File No. 1-3525, Exhibit 10(g)(2)].
 <dagger>10(g)(3)-Umbrella Trust<trademark> for Executives [Annual Report on
             Form 10-K of AEP for the fiscal year ended December 31, 1993, File
             No. 1-3525, Exhibit 10(g)(3)].
 <dagger>10(h)(1)-Employment Agreement between E. Linn Draper, Jr. and AEP and
             the Service Corporation [Annual Report on Form 10-K of AEGCo for
             the fiscal year ended December 31, 1991, File No. 0-18135, Exhibit
             10(g)(3)].
 *12       - Statement re: Computation of Ratios.
 *13       - Copy of those portions of the APCo 1995 Annual Report (for the
             fiscal year ended December 31, 1995) which are incorporated by
             reference in this filing.
  21       - List of subsidiaries of APCo [Annual Report on Form 10-K of AEP
             for the fiscal year ended December 31, 1995, File No. 1-3525,
             Exhibit 21].
 *23       - Consent of Deloitte & Touche LLP.
 *24       - Power of Attorney.
 *27       - Financial Data Schedules.


CSPCO<double-dagger>

   3(a)    - Copy of Amended Articles of Incorporation of CSPCo, as amended to
             March 6, 1992 [Registration Statement No. 33-53377, Exhibit 4(a)].
   3(b)    - Copy of Certificate of Amendment to Amended Articles of
             Incorporation of CSPCo, dated May 19, 1994 [Annual Report on Form
             10-K of CSPCo for the fiscal year ended December 31, 1994, File
             No. 1-2680, Exhibit 3(b)].
   3(c)    - Composite copy of Amended Articles of Incorporation of CSPCo, as
             amended [Annual Report on Form 10-K of CSPCo for the fiscal year
             ended December 31, 1994, File No. 1-2680, Exhibit 3(c)].
   3(d)    - Copy of Code of Regulations and By-Laws of CSPCo [Annual Report on
             Form 10-K of CSPCo for the fiscal year ended December 31, 1987,
             File No. 1-2680, Exhibit 3(d)].
   4(a)    - Copy of Indenture of Mortgage and Deed of Trust, dated September
             1, 1940, between CSPCo and City Bank Farmers Trust Company (now
             Citibank, N.A.), as trustee, as supplemented and amended
             [Registration Statement No. 2-59411, Exhibits 2(B) and 2(C);
             Registration Statement No. 2-80535, Exhibit 4(b); Registration
             Statement No. 2-87091, Exhibit 4(b); Registration Statement No. 2-
             93208, Exhibit 4(b); Registration Statement No. 2-97652, Exhibit
             4(b); Registration Statement No. 33-7081, Exhibit 4(b);
             Registration Statement No. 33-12389, Exhibit 4(b); Registration
             Statement No. 33-19227, Exhibits 4(b), 4(e), 4(f), 4(g) and 4(h);
             Registration Statement No. 33-35651, Exhibit 4(b); Registration
             Statement No. 33-46859, Exhibits 4(b) and 4(c); Registration
             Statement No. 33-50316, Exhibits 4(b) and 4(c); Registration
             Statement No. 33-60336, Exhibits 4(b), 4(c) and 4(d); Registration
             Statement No. 33-50447, Exhibits 4(b) and 4(c); Annual Report on
             Form 10-K of CSPCo for the fiscal year ended December 31, 1993,
             File No. 1-2680, Exhibit 4(b)].
  10(a)(1) - Copy of Power Agreement, dated October 15, 1952, between OVEC and
             United States of America, acting by and through the United States
             Atomic Energy Commission, and, subsequent to January 18, 1975, the
             Administrator of the Energy Research and Development
             Administration, as amended [Registration Statement No. 2-60015,
             Exhibit 5(a); Registration Statement No. 2-63234, Exhibit
             5(a)(1)(B); Registration Statement No. 2-66301, Exhibit
             5(a)(1)(C); Registration Statement No. 2-67728, Exhibit
             5(a)(1)(B); Annual Report on Form 10-K of APCo for the fiscal year
             ended December 31, 1989, File No. 1-3457, Exhibit 10(a)(1)(F); and
             Annual Report on Form 10-K of APCo for the fiscal year ended
             December 31, 1992, File No. 1-3457, Exhibit 10(a)(1)(B)].
  10(a)(2) - Copy of Inter-Company Power Agreement, dated July 10, 1953, among
             OVEC and the Sponsoring Companies, as amended [Registration
             Statement No. 2-60015, Exhibit 5(c); Registration Statement No. 2-
             67728, Exhibit 5(a)(3)(B); and Annual Report on Form 10-K of APCo
             for the fiscal year ended December 31, 1992, File No. 1-3457,
             Exhibit 10(a)(2)(B)].

  10(a)(3) - Copy of Power Agreement, dated July 10, 1953, between OVEC and
             Indiana-Kentucky Electric Corporation, as amended [Registration
             Statement No. 2-60015, Exhibit 5(e)].
  10(b)    - Copy of Interconnection Agreement, dated July 6, 1951, among APCo,
             CSPCo, KEPCo, OPCo and I&M and the Service Corporation, as amended
             [Registration Statement No. 2-52910, Exhibit 5(a); Registration
             Statement No. 2-61009, Exhibit 5(b); and Annual Report on Form 10-
             K of AEP for the fiscal year ended December 31, 1990, File No. 1-
             3525, Exhibit 10(a)(3)].
  10(c)    - Copy of Transmission Agreement, dated April 1, 1984, among APCo,
             CSPCo, I&M, KEPCo, OPCo, and with the Service Corporation as
             agent, as amended [Annual Report on Form 10-K of AEP for the
             fiscal year ended December 31, 1985, File No. 1-3525, Exhibit
             10(b); and Annual Report on Form 10-K of AEP for the fiscal year
             ended December 31, 1988, File No. 1-3525, Exhibit 10(b)(2)].
  10(d)    - Copy of Interim Allowance Agreement [Annual Report on Form 10-K of
             APCo for the fiscal year ended December 31, 1994, File No. 1-3457,
             Exhibit 10(d)].
 *12       - Statement re: Computation of Ratios.
 *13       - Copy of those portions of the CSPCo 1995 Annual Report (for the
             fiscal year ended December  31, 1995) which are incorporated by
             reference in this filing.
 *23       - Consent of Deloitte & Touche LLP.
 *24       - Power of Attorney.
 *27       - Financial Data Schedules.


I&M<double-dagger>

   3(a)    - Copy of the Amended Articles of Acceptance of I&M and amendments
             thereto [Annual Report on Form 10-K of I&M for fiscal year ended
             December 31, 1993, File No. 1-3570, Exhibit 3(a)].
   3(b)    - Composite Copy of the Amended Articles of Acceptance of I&M, as
             amended [Annual Report on Form 10-K of I&M for fiscal year ended
             December 31, 1993, File No. 1-3570, Exhibit 3(b)].
  *3(c)    - Copy of the By-Laws of I&M (amended as of January 1, 1996).
   4(a)    - Copy of Mortgage and Deed of Trust, dated as of June 1, 1939,
             between I&M and Irving Trust Company (now The Bank of New York)
             and various individuals, as Trustees, as amended and supplemented
             [Registration Statement No. 2-7597, Exhibit 7(a); Registration
             Statement No. 2-60665, Exhibits 2(c)(2), 2(c)(3), 2(c)(4),
             2(c)(5), 2(c)(6), 2(c)(7), 2(c)(8), 2(c)(9), 2(c)(10), 2(c)(11),
             2(c)(12), 2(c)(13), 2(c)(14), 2(c)(15), (2)(c)(16), and 2(c)(17);
             Registration Statement No. 2-63234, Exhibit 2(b)(18); Registration
             Statement No. 2-65389, Exhibit 2(a)(19); Registration Statement
             No. 2-67728, Exhibit 2(b)(20); Registration Statement No. 2-85016,
             Exhibit 4(b); Registration Statement No. 33-5728, Exhibit 4(c);
             Registration Statement No. 33-9280, Exhibit 4(b); Registration
             Statement No. 33-11230, Exhibit 4(b); Registration Statement No.
             33-19620, Exhibits 4(a)(ii), 4(a)(iii), 4(a)(iv) and 4(a)(v);
             Registration Statement No. 33-46851, Exhibits 4(b)(i), 4(b)(ii)
             and 4(b)(iii); Registration Statement No. 33-54480, Exhibits
             4(b)(i) and 4(b)(ii); Registration Statement No. 33-60886, Exhibit
             4(b)(i); Registration Statement No. 33-50521, Exhibits 4(b)(i),
             4(b)(ii) and 4(b)(iii); Annual Report on Form 10-K of I&M for
             fiscal year ended December 31, 1993, File No. 1-3570, Exhibit
             4(b); Annual Report on Form 10-K of I&M for fiscal year ended
             December 31, 1994, File No. 1-3570, Exhibit 4(b)].
  10(a)(1) - Copy of Power Agreement, dated October 15, 1952, between OVEC and
             United States of America, acting by and through the United States
             Atomic Energy Commission, and, subsequent to January 18, 1975, the
             Administrator of the Energy Research and Development
             Administration, as amended [Registration Statement No. 2-60015,
             Exhibit 5(a); Registration Statement No. 2-63234, Exhibit
             5(a)(1)(B); Registration Statement No. 2-66301, Exhibit
             5(a)(1)(C); Registration Statement No. 2-67728, Exhibit
             5(a)(1)(D); Annual Report on Form 10-K of APCo for the fiscal year
             ended December 31, 1989, File No. 1-3457, Exhibit 10(a)(1)(F); and
             Annual Report on Form 10-K of APCo for the fiscal year ended
             December 31, 1992, File No. 1-3457, Exhibit 10(a)(1)(B)].
  10(a)(2) - Copy of Inter-Company Power Agreement, dated as of July 10, 1953,
             among OVEC and the Sponsoring Companies, as amended [Registration
             Statement No. 2-60015, Exhibit 5(c); Registration Statement No. 2-
             67728, Exhibit 5(a)(3)(B); Annual Report on Form 10-K of APCo for
             the fiscal year ended December 31, 1992, File No. 1-3457, Exhibit
             10(a)(2)(B)].
  10(a)(3) - Copy of Power Agreement, dated July 10, 1953, between OVEC and
             Indiana-Kentucky Electric Corporation, as amended [Registration
             Statement No. 2-60015, Exhibit 5(e)].

  10(b)    - Copy of Interconnection Agreement, dated July 6, 1951, between
             APCo, CSPCo, KEPCo, I&M, and OPCo and with the Service
             Corporation, as amended [Registration Statement No. 2-52910,
             Exhibit 5(a); Registration Statement No. 2-61009, Exhibit 5(b);
             and Annual Report on Form 10-K of AEP for the fiscal year ended
             December 31, 1990, File No. 1-3525, Exhibit 10(a)(3)].
  10(c)    - Copy of Transmission Agreement, dated April 1, 1984, among APCo,
             CSPCo, I&M, KEPCo, OPCo and with the Service Corporation as agent,
             as amended [Annual Report on Form 10-K of AEP for the fiscal year
             ended December 31, 1985, File No. 1-3525, Exhibit 10(b); and
             Annual Report on Form 10-K of AEP for the fiscal year ended
             December 31, 1988, File No. 1-3525, Exhibit 10(b)(2)].
  10(d)    - Copy of Interim Allowance Agreement [Annual Report on Form 10-K of
             APCo for the fiscal year ended December 31, 1994, File No. 1-3457,
             Exhibit 10(d)].
  10(e)    - Copy of Nuclear Material Lease Agreement, dated as of December 1,
             1990, between I&M and DCC Fuel Corporation [Annual Report on Form
             10-K of I&M for the fiscal year ended December 31, 1993, File No.
             1-3570, Exhibit 10(d)].
  10(f)    - Copy of Lease Agreements, dated as of December 1, 1989, between
             I&M and Wilmington Trust Company, as amended [Registration
             Statement No. 33-32753, Exhibits 28(a)(1)(C), 28(a)(2)(C),
             28(a)(3)(C), 28(a)(4)(C), 28(a)(5)(C) and 28(a)(6)(C); Annual
             Report on Form 10-K of I&M for the fiscal year ended December 31,
             1993, File No. 1-3570, Exhibits 10(e)(1)(B), 10(e)(2)(B),
             10(e)(3)(B), 10(e)(4)(B), 10(e)(5)(B) and 10(e)(6)(B)].
 *12       - Statement re: Computation of Ratios
 *13       - Copy of those portions of the I&M 1995 Annual Report (for the
             fiscal year ended December 31, 1995) which are incorporated by
             reference in this filing.
 21        - List of subsidiaries of I&M [Annual Report on Form 10-K of AEP for
             the fiscal year ended December 31, 1995, File No. 1-3525, Exhibit
             21].
 *23       - Consent of Deloitte & Touche LLP.
 *24       - Power of Attorney.
 *27       - Financial Data Schedules.


KEPCO

   3(a)    - Copy of Restated Articles of Incorporation of KEPCo [Annual Report
             on Form 10-K of KEPCo for the fiscal year ended December 31, 1991,
             File No. 1-6858, Exhibit 3(a)].
  *3(b)    - Copy of By-Laws of KEPCo (amended as of January 1, 1996).
   4(a)    - Copy of Mortgage and Deed of Trust, dated May 1, 1949, between
             KEPCo and Bankers Trust Company, as supplemented and amended
             [Registration Statement No. 2-65820, Exhibits 2(b)(1), 2(b)(2),
             2(b)(3), 2(b)(4), 2(b)(5), and  2(b)(6); Registration Statement
             No. 33-39394, Exhibits 4(b) and 4(c); Registration Statement No.
             33-53226, Exhibits 4(b) and 4(c); Registration Statement No. 33-
             61808, Exhibits 4(b) and 4(c), Registration Statement No. 33-
             53007, Exhibits 4(b), 4(c) and 4(d)].
  10(a)    - Copy of Interconnection Agreement, dated July 6, 1951, among APCo,
             CSPCo, KEPCo, I&M and OPCo and with the Service Corporation, as
             amended [Registration Statement No. 2-52910, Exhibit 5(a);
             Registration Statement No. 2-61009, Exhibit 5(b); and Annual
             Report on Form 10-K of AEP for the fiscal year ended December 31,
             1990, File No. 1-3525, Exhibit 10(a)(3)].
  10(b)    - Copy of Transmission Agreement, dated April 1, 1984, among APCo,
             CSPCo, I&M, KEPCo, OPCo and with the Service Corporation as agent,
             as amended [Annual Report on Form 10-K of AEP for the fiscal year
             ended December 31, 1985, File No. 1-3525, Exhibit 10(b); and
             Annual Report on Form 10-K of AEP for the fiscal year ended
             December 31, 1988, File No. 1-3525, Exhibit 10(b)(2)].
  10(c)    - Copy of Interim Allowance Agreement [Annual Report on Form 10-K of
             APCo for the fiscal year ended December 31, 1994, File No. 1-3457,
             Exhibit 10(d)].
 *12       - Statement re: Computation of Ratios.
 *13       - Copy those portions of the KEPCo 1995 Annual Report (for the
             fiscal year ended December 31, 1995) which are incorporated by
             reference in this filing.
 *23       - Consent of Deloitte & Touche LLP.
 *24       - Power of Attorney.
 *27       - Financial Data Schedules.

OPCO<double-dagger>

EXHIBIT NUMBER                                       DESCRIPTION

   3(a)    - Copy of Amended Articles of Incorporation of OPCo, and amendments
             thereto to December 31, 1993 [Registration Statement No. 33-50139,
             Exhibit 4(a); Annual Report on Form 10-K of OPCo for the fiscal
             year ended December 31, 1993, File No. 1-6543, Exhibit 3(b)].
   3(b)    - Certificate of Amendment to Amended Articles of Incorporation of
             OPCo, dated May 3, 1994 [Annual Report on Form 10-K of OPCo for
             the fiscal year ended December 31, 1994, File No. 1-6543, Exhibit
             3(b)].
   3(c)    - Composite copy of the Amended Articles of Incorporation of OPCo,
             as amended [Annual Report on Form 10-K of OPCo for the fiscal year
             ended December 31, 1994, File No. 1-6543, Exhibit 3(c)].
   3(d)    - Copy of Code of Regulations of OPCo [Annual Report on Form 10-K of
             OPCo for the fiscal year ended December 31, 1990, File No. 1-6543,
             Exhibit 3(d)].
   4(a)    - Copy of Mortgage and Deed of Trust, dated as of October 1, 1938,
             between OPCo and Manufacturers Hanover Trust Company (now Chemical
             Bank), as Trustee, as amended and supplemented [Registration
             Statement No. 2-3828, Exhibit B-4; Registration Statement No. 2-
             60721, Exhibits 2(c)(2), 2(c)(3), 2(c)(4), 2(c)(5), 2(c)(6),
             2(c)(7), 2(c)(8), 2(c)(9), 2(c)(10), 2(c)(11), 2(c)(12), 2(c)(13),
             2(c)(14), 2(c)(15), 2(c)(16), 2(c)(17), 2(c)(18), 2(c)(19),
             2(c)(20), 2(c)(21), 2(c)(22), 2(c)(23), 2(c)(24), 2(c)(25),
             2(c)(26), 2(c)(27), 2(c)(28), 2(c)(29), 2(c)(30), and 2(c)(31);
             Registration Statement No. 2-83591, Exhibit 4(b); Registration
             Statement No. 33-21208, Exhibits 4(a)(ii), 4(a)(iii) and 4(a)(vi);
             Registration Statement No. 33-31069, Exhibit 4(a)(ii);
             Registration Statement No. 33-44995, Exhibit 4(a)(ii);
             Registration Statement No. 33-59006, Exhibits 4(a)(ii), 4(a)(iii)
             and 4(a)(iv); Registration Statement No. 33-50373, Exhibits
             4(a)(ii), 4(a)(iii) and 4(a)(iv); Annual Report on Form 10-K of
             OPCo for the fiscal year ended December 31, 1993, File No. 1-6543,
             Exhibit 4(b)].
  10(a)(1) - Copy of Power Agreement, dated October 15, 1952, between OVEC and
             United States of America, acting by and through the United States
             Atomic Energy Commission, and, subsequent to January 18, 1975, the
             Administrator of the Energy Research and Development
             Administration, as amended [Registration Statement No. 2-60015,
             Exhibit 5(a); Registration Statement No. 2-63234, Exhibit
             5(a)(1)(B); Registration Statement No. 2-66301, Exhibit
             5(a)(1)(C); Registration Statement No. 2-67728, Exhibit
             5(a)(1)(D); Annual Report on Form 10-K of APCo for the fiscal year
             ended December 31, 1989, File No. 1-3457, Exhibit 10(a)(1)(F);
             Annual Report on Form 10-K of APCo for the fiscal year ended
             December 31, 1992, File No. 1-3457, Exhibit 10(a)(1)(B)].
  10(a)(2) - Copy of Inter-Company Power Agreement, dated July 10, 1953, among
             OVEC and the Sponsoring Companies, as amended [Registration
             Statement No. 2-60015, Exhibit 5(c); Registration Statement No. 2-
             67728, Exhibit 5(a)(3)(B); Annual Report on Form 10-K of APCo  for
             the fiscal year ended December 31, 1992, File No. 1-3457, Exhibit
             10(a)(2)(B)].
  10(a)(3) - Copy of Power Agreement, dated July 10, 1953, between OVEC and
             Indiana-Kentucky Electric Corporation, as amended [Registration
             Statement No. 2-60015, Exhibit 5(e)].
  10(b)    - Copy of Interconnection Agreement, dated July 6, 1951, between
             APCo, CSPCo, KEPCo, I&M and OPCo and with the Service Corporation,
             as amended [Registration Statement No. 2-52910, Exhibit 5(a);
             Registration Statement No. 2-61009, Exhibit 5(b); Annual Report on
             Form 10-K of AEP for the fiscal year ended December 31, 1990, File
             1-3525, Exhibit 10(a)(3)].
  10(c)    - Copy of Transmission Agreement, dated April 1, 1984, among APCo,
             CSPCo, I&M, KEPCo, OPCo and with the Service Corporation as agent
             [Annual Report on Form 10-K of AEP for the fiscal year ended
             December 31, 1985, File No. 1-3525, Exhibit 10(b); Annual Report
             on Form 10-K of AEP for the fiscal year ended December 31, 1988,
             File No. 1-3525, Exhibit 10(b)(2)].
  10(d)    - Copy of Interim Allowance Agreement [Annual Report on Form 10-K of
             APCo for the fiscal year ended December 31, 1994, File No. 1-3457,
             Exhibit 10(d)].
  10(e)    - Copy of Agreement, dated June 18, 1968, between OPCo and Kaiser
             Aluminum & Chemical Corporation (now known as Ravenswood Aluminum
             Corporation) and First Supplemental Agreement thereto
             [Registration Statement No. 2-31625, Exhibit 4(c); Annual Report
             on Form 10-K of OPCo for the fiscal year ended December 31, 1986,
             File No. 1-6543, Exhibit 10(d)(2)].
  10(f)    - Copy of Power Agreement, dated November 16, 1966, between OPCo and
             Ormet Generating Corporation and First Supplemental Agreement
             thereto [Annual Report on Form 10-K of OPCo for the fiscal year
             ended December 31, 1993, File No. 1-6543, Exhibit 10(e)].
  10(g)    - Copy of Amendment No. 1, dated October 1, 1973, to Station
             Agreement dated January 1, 1968, among OPCo, Buckeye and Cardinal
             Operating Company, and amendments thereto [Annual Report
             on Form 10-K of OPCo for the fiscal year ended December 31, 1993,
             File No. 1-6543, Exhibit 10(f)].
 <dagger>10(h)(1)-AEP Deferred Compensation Agreement for certain executive
             officers [Annual Report on Form 10-K of AEP for the fiscal year
             ended December 31, 1985, File No. 1-3525, Exhibit 10(e)].
 <dagger>10(h)(2)-Amendment to AEP Deferred Compensation Agreement for certain
             executive officers [Annual Report on Form 10-K of AEP for the
             fiscal year ended December 31, 1986, File No. 1-3525, Exhibit
             10(d)(2)].
 <dagger>10(i)(1)-Management Incentive Compensation Plan [Annual Report on Form
             10-K of AEP for the fiscal year ended December 31, 1995, File No.
             1-3525, Exhibit 10(i)(1)].
 <dagger>10(i)(2)-American Electric Power System Performance Share Incentive
             Plan, as Amended and Restated through January 1, 1995 [Quarterly
             Report on Form 10-Q of OPCo for the quarterly period ended
             September 30, 1995, File No. 1-6543].
 <dagger>10(j)(1)-Excess Benefits Plan [Annual Report on Form 10-K of AEP for
             the fiscal year ended December 31, 1995, File No. 1-3525, Exhibit
             10(g)(1)(A)].
 <dagger>10(j)(2)-AEP System Supplemental Savings Plan (Non-Qualified) [Annual
             Report on Form 10-K of AEP for the fiscal year ended December 31,
             1993, File No. 1-3525, Exhibit 10(g)(2)].
 <dagger>10(j)(3)-Umbrella Trust<trademark> for Executives [Annual Report on
             Form 10-K of AEP for the fiscal year ended December 31, 1993, File
             No. 1-3525, Exhibit 10(g)(3)].
 <dagger>10(k)(1)-Employment Agreement between E. Linn Draper, Jr. and AEP and
             the Service Corporation [Annual Report on Form 10-K of AEGCo for
             the fiscal year ended December 31, 1991, File No. 0-18135, Exhibit
             10(g)(2)].
  10(l)(1) - Agreement for Lease dated as of September 17, 1992 between JMG
             Funding, Limited Partnership and OPCo [Annual Report on Form 10-K
             of OPCo for the fiscal year ended December 31, 1992, File No. 1-
             6543, Exhibit 10(l)].
  10(l)(2) - Lease Agreement dated January 20, 1995 between OPCo and JMG
             Funding, Limited Partnership, and amendment thereto (confidential
             treatment requested) [Annual Report on Form 10-K of OPCo for the
             fiscal year ended December 31, 1994, File No. 1-6543, Exhibit
             10(l)(2)].
 *12       - Statement re: Computation of Ratios.
 *13       - Copy of those portions of the OPCo 1995 Annual Report (for the
             fiscal year ended December 31, 1995) which are incorporated by
             reference in this filing.
  21       - List of subsidiaries of OPCo [Annual Report on Form 10-K of AEP
             for the fiscal year ended December 31, 1995, File No. 1-3525,
             Exhibit 21].
 *23       - Consent of Deloitte & Touche LLP.
 *24       - Power of Attorney.
 *27       - Financial Data Schedules.


Exhibits, designated with a dagger (<dagger>), are management contracts or
compensatory plans or arrangements required to be filed as an exhibit to the
Form 10-K pursuant to Item 14(c).

<double-dagger> Certain instruments defining the rights of holders of long-term
debt of the registrants included in the financial statements of registrants
filed with the Form 10-K were omitted because the total amount of securities
authorized thereunder does not exceed 10% of the total assets of registrants.
The registrants hereby agree to furnish a copy of any such omitted instrument
to the SEC upon request.

<PAGE>
<PAGE>
EXHIBIT D

  Tax Agreement Regarding Method of Allocating
    Consolidated Federal Income Taxes:

          Incorporated by Reference to 1994 Form U5S Annual Report,
            File No. 30-150

______________________________________________________________________


EXHIBIT E

  Copies of Personnel Policies as They Relate to Rule 48(b):

American Electric Power Exempt
Employees and Nonexempt Supervisors
Relocation Expense Policy . . . . . . .  Incorporated by Reference to
                                         1994 Form U5S Annual Report,
                                         File No. 30-150

American Electric Power Electric
Living Incentive Program for Employees . Incorporated by Reference to
                                         1993 Form U5S Annual Report,
                                         File No. 30-150

<PAGE>
<PAGE>
                               EXHIBIT G

SEE EXHIBIT 27 FOR FINANCIAL DATA SCHEDULES.




                               EXHIBIT H

  Organization chart showing the relationship of each EWG or foreign
utility company in which the system holds an interest to other system
companies.

American Electric Power Company, Inc.
    |
    |
   AEP Resources, Inc. (100% owned)
      |
      |
     AEP Resources International, Ltd. (100% owned EWG)


                               EXHIBIT I


AEP Resources International, Limited (AEPRI) was organized June 24,
1994 and on July 12,1994 issued one (1) share of $1.00 par value common
stock for $5,000 to AEP Resources, Inc. which is a wholly-owned
subsidiary of American Electric Power Company, Inc.  To date, audited
financial statements are not available, therefore unaudited statements
are included in this filing.  At the next U5S filing, for the period
ending December 31, 1996,  it is expected that the audited balance
sheet, income statement, and cash flow statement of AEPRI will be
available to be included. 

The unaudited financial statements follow.

<PAGE>
<PAGE>
                   AEP RESOURCES INTERNATIONAL, LIMITED


                                 CONTENTS
                                                                 Page

Statements of Income and Retained Earnings                         1

Balance Sheet                                                      2

Statement of Cash Flows                                            3

Notes to Financial Statements                                      4

<PAGE>
<PAGE>
                   AEP RESOURCES INTERNATIONAL, LIMITED
                           STATEMENT OF INCOME
                       YEAR ENDED DECEMBER 31, 1995
                               (UNAUDITED)
                              (in thousands)




REVENUES                                                    $ - 

EXPENSES:
  Outside Services Employed                                   76 
  Miscellaneous                                               17 

    TOTAL EXPENSES                                            93 

NET LOSS                                                    $(93)


                 ________________________________________


                      STATEMENT OF RETAINED EARNINGS
                       YEAR ENDED DECEMBER 31, 1995
                               (UNAUDITED)
                              (in thousands)





BALANCE AT BEGINNING OF PERIOD*                             $ (4)

NET LOSS                                                     (93)

BALANCE AT END OF PERIOD*                                   $(97)

*Parentheses Denote Accumulated Deficit.



                                  Page 1
<PAGE>
<PAGE>
                   AEP RESOURCES INTERNATIONAL, LIMITED
                              BALANCE SHEET
                            DECEMBER 31, 1995
                               (UNAUDITED)
                              (in thousands)
                                     



ASSETS

CURRENT ASSETS - Cash                                        $18

      TOTAL ASSETS                                           $18


CAPITALIZATION AND LIABILITIES

CAPITALIZATION:
Common Stock - Par Value $1:
  Authorized - 50,000 Shares
  Outstanding - 1 Share
Paid-in Capital                                             $115
Accumulated Deficit                                          (97)

  TOTAL CAPITALIZATION                                        18

      TOTAL CAPITALIZATION AND LIABILITIES                  $ 18



                                  Page 2
<PAGE>
<PAGE>
                   AEP RESOURCES INTERNATIONAL, LIMITED
                         STATEMENT OF CASH FLOWS
                       YEAR ENDED DECEMBER 31, 1995
                               (UNAUDITED)
                              (in thousands)




OPERATING ACTIVITIES - Net Loss                              $(93)

FINANCING ACTIVITIES - Capital Contributions
                         from Parent Company                  110

NET INCREASE IN CASH                                           17

CASH AT BEGINNING OF PERIOD                                     1

CASH AT END OF PERIOD                                        $ 18


                                  Page 3
<PAGE>
<PAGE>
                   AEP RESOURCES INTERNATIONAL, LIMITED
                      NOTES TO FINANCIAL STATEMENTS
                               (UNAUDITED)



1. SIGNIFICANT ACCOUNTING POLICIES:

Organization

AEP Resources International, Limited (the Company or AEPRI) was
organized and incorporated under the laws of the Cayman Islands on
June 24, 1994 as a wholly-owned subsidiary of AEP Resources, Inc.
(AEPRES), which is a subsidiary of American Electric Power Company,
Inc. (AEP Co., Inc.), a public utility holding company.  The purpose
of the Company is to develop and own electric generation and sell
power. 


2. COMMON STOCK AND PAID-IN CAPITAL

AEPRI is authorized to issue 50,000 shares of $1.00 par value common
stock and has one (1) share of common stock issued and outstanding. 
In 1995 AEPRI received from its parent AEPRES a cash capital
contribution of $110,000 which was credited to paid in capital.


                                  Page 4
<PAGE>


<TABLE> <S> <C>

<ARTICLE> OPUR1
<CIK> 0000004904
<NAME> AMERICAN ELECTRIC POWER COMPANY, INC.
<MULTIPLIER> 1,000
       
<S>                                        <C>
<PERIOD-TYPE>                              12-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                   11,384,839
<OTHER-PROPERTY-AND-INVEST>                    825,781
<TOTAL-CURRENT-ASSETS>                       1,401,858
<TOTAL-DEFERRED-CHARGES>                       310,377
<OTHER-ASSETS>                               1,979,446
<TOTAL-ASSETS>                              15,902,301
<COMMON>                                     1,271,627
<CAPITAL-SURPLUS-PAID-IN>                    1,658,524
<RETAINED-EARNINGS>                          1,409,645
<TOTAL-COMMON-STOCKHOLDERS-EQ>               4,339,796
                          515,085
                                    148,240
<LONG-TERM-DEBT-NET>                         4,920,329
<SHORT-TERM-NOTES>                             128,425
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                 236,700
<LONG-TERM-DEBT-CURRENT-PORT>                  136,947
                        7,650
<CAPITAL-LEASE-OBLIGATIONS>                    314,901
<LEASES-CURRENT>                                89,692
<OTHER-ITEMS-CAPITAL-AND-LIAB>               5,064,536
<TOT-CAPITALIZATION-AND-LIAB>               15,902,301
<GROSS-OPERATING-REVENUE>                    5,670,330
<INCOME-TAX-EXPENSE>                           289,432
<OTHER-OPERATING-EXPENSES>                   4,416,351
<TOTAL-OPERATING-EXPENSES>                   4,705,783
<OPERATING-INCOME-LOSS>                        964,547
<OTHER-INCOME-NET>                              20,204
<INCOME-BEFORE-INTEREST-EXPEN>                 984,751
<TOTAL-INTEREST-EXPENSE>                       400,077
<NET-INCOME>                                   529,903
                     54,771<F1>
<EARNINGS-AVAILABLE-FOR-COMM>                  529,903
<COMMON-STOCK-DIVIDENDS>                       445,831
<TOTAL-INTEREST-ON-BONDS>                      271,924
<CASH-FLOW-OPERATIONS>                       1,056,610
<EPS-PRIMARY>                                    $2.85
<EPS-DILUTED>                                    $2.85
<FN>
<F1>Represents preferred stock dividend requirements of
subsidiaries; deducted before computation of net income.
</FN>
        

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> OPUR1
<CIK> 0000857571
<NAME> AEP GENERATING COMPANY
<MULTIPLIER> 1,000
       
<S>                                        <C>
<PERIOD-TYPE>                              12-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                      413,559
<OTHER-PROPERTY-AND-INVEST>                          6
<TOTAL-CURRENT-ASSETS>                          43,551
<TOTAL-DEFERRED-CHARGES>                         1,687
<OTHER-ASSETS>                                   6,076
<TOTAL-ASSETS>                                 464,879
<COMMON>                                         1,000
<CAPITAL-SURPLUS-PAID-IN>                       47,735
<RETAINED-EARNINGS>                              1,955
<TOTAL-COMMON-STOCKHOLDERS-EQ>                  50,690
                                0
                                          0
<LONG-TERM-DEBT-NET>                            89,538
<SHORT-TERM-NOTES>                              21,725
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                       0
<LONG-TERM-DEBT-CURRENT-PORT>                        0
                            0
<CAPITAL-LEASE-OBLIGATIONS>                      1,830
<LEASES-CURRENT>                                   465
<OTHER-ITEMS-CAPITAL-AND-LIAB>                 300,631
<TOT-CAPITALIZATION-AND-LIAB>                  464,879
<GROSS-OPERATING-REVENUE>                      231,795
<INCOME-TAX-EXPENSE>                             3,052
<OTHER-OPERATING-EXPENSES>                     215,700
<TOTAL-OPERATING-EXPENSES>                     218,752
<OPERATING-INCOME-LOSS>                         13,043
<OTHER-INCOME-NET>                               3,685
<INCOME-BEFORE-INTEREST-EXPEN>                  16,728
<TOTAL-INTEREST-EXPENSE>                         8,041
<NET-INCOME>                                     8,687
                          0
<EARNINGS-AVAILABLE-FOR-COMM>                    8,687
<COMMON-STOCK-DIVIDENDS>                        11,000
<TOTAL-INTEREST-ON-BONDS>                            0
<CASH-FLOW-OPERATIONS>                          23,486
<EPS-PRIMARY>                                        0<F1>
<EPS-DILUTED>                                        0<F1>
<FN>
<F1> All common stock owned by parent company; no EPS required.
</FN>
        

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> OPUR1
<CIK> 0000006879
<NAME> APPALACHIAN POWER COMPANY
<MULTIPLIER> 1,000
       
<S>                                        <C>
<PERIOD-TYPE>                              12-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                    2,863,690
<OTHER-PROPERTY-AND-INVEST>                     31,523
<TOTAL-CURRENT-ASSETS>                         347,272
<TOTAL-DEFERRED-CHARGES>                        57,541
<OTHER-ASSETS>                                 435,352
<TOTAL-ASSETS>                               3,735,378
<COMMON>                                       260,458
<CAPITAL-SURPLUS-PAID-IN>                      525,051
<RETAINED-EARNINGS>                            199,021
<TOTAL-COMMON-STOCKHOLDERS-EQ>                 984,530
                          190,085
                                     55,000
<LONG-TERM-DEBT-NET>                         1,278,433
<SHORT-TERM-NOTES>                                   0
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                 125,525
<LONG-TERM-DEBT-CURRENT-PORT>                    7,251
                          150
<CAPITAL-LEASE-OBLIGATIONS>                     36,739
<LEASES-CURRENT>                                12,198
<OTHER-ITEMS-CAPITAL-AND-LIAB>               1,045,467
<TOT-CAPITALIZATION-AND-LIAB>                3,735,378
<GROSS-OPERATING-REVENUE>                    1,545,039
<INCOME-TAX-EXPENSE>                            64,907
<OTHER-OPERATING-EXPENSES>                   1,253,030
<TOTAL-OPERATING-EXPENSES>                   1,317,937
<OPERATING-INCOME-LOSS>                        227,102
<OTHER-INCOME-NET>                              (4,699)
<INCOME-BEFORE-INTEREST-EXPEN>                 222,403
<TOTAL-INTEREST-EXPENSE>                       106,503
<NET-INCOME>                                   115,900
                     16,405
<EARNINGS-AVAILABLE-FOR-COMM>                   99,495
<COMMON-STOCK-DIVIDENDS>                       106,836
<TOTAL-INTEREST-ON-BONDS>                       80,777
<CASH-FLOW-OPERATIONS>                         247,900
<EPS-PRIMARY>                                        0<F1>
<EPS-DILUTED>                                        0<F1>
<FN>
<F1> All common stock owned by parent company; no EPS required.
</FN>
        

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> OPUR1
<CIK> 0000022198
<NAME> COLUMBUS SOUTHERN POWER COMPANY
<MULTIPLIER> 1,000
       
<S>                                        <C>
<PERIOD-TYPE>                              12-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                    1,867,038
<OTHER-PROPERTY-AND-INVEST>                     25,950
<TOTAL-CURRENT-ASSETS>                         196,770
<TOTAL-DEFERRED-CHARGES>                        66,363
<OTHER-ASSETS>                                 438,005
<TOTAL-ASSETS>                               2,594,126
<COMMON>                                        41,026
<CAPITAL-SURPLUS-PAID-IN>                      574,427
<RETAINED-EARNINGS>                             74,320
<TOTAL-COMMON-STOCKHOLDERS-EQ>                 689,773
                           75,000
                                          0
<LONG-TERM-DEBT-NET>                           990,796
<SHORT-TERM-NOTES>                                   0
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                       0
<LONG-TERM-DEBT-CURRENT-PORT>                        0
                        7,500
<CAPITAL-LEASE-OBLIGATIONS>                     22,981
<LEASES-CURRENT>                                 4,835
<OTHER-ITEMS-CAPITAL-AND-LIAB>                 803,241
<TOT-CAPITALIZATION-AND-LIAB>                2,594,126
<GROSS-OPERATING-REVENUE>                    1,071,862
<INCOME-TAX-EXPENSE>                            58,793
<OTHER-OPERATING-EXPENSES>                     827,261
<TOTAL-OPERATING-EXPENSES>                     886,054
<OPERATING-INCOME-LOSS>                        185,808
<OTHER-INCOME-NET>                               5,202
<INCOME-BEFORE-INTEREST-EXPEN>                 191,010
<TOTAL-INTEREST-EXPENSE>                        80,394
<NET-INCOME>                                   110,616
                     11,907
<EARNINGS-AVAILABLE-FOR-COMM>                   98,709
<COMMON-STOCK-DIVIDENDS>                        71,900
<TOTAL-INTEREST-ON-BONDS>                       66,811
<CASH-FLOW-OPERATIONS>                         206,579
<EPS-PRIMARY>                                        0<F1>
<EPS-DILUTED>                                        0<F1>
<FN>
<F1> All common stock owned by parent company; no EPS required.
</FN>
        

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> OPUR1
<CIK> 0000050172
<NAME> INDIANA MICHIGAN POWER COMPANY
<MULTIPLIER> 1,000
       
<S>                                        <C>
<PERIOD-TYPE>                              12-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                    2,567,599
<OTHER-PROPERTY-AND-INVEST>                    584,613
<TOTAL-CURRENT-ASSETS>                         285,236
<TOTAL-DEFERRED-CHARGES>                        32,364
<OTHER-ASSETS>                                 458,525
<TOTAL-ASSETS>                               3,928,337
<COMMON>                                        56,584
<CAPITAL-SURPLUS-PAID-IN>                      731,102
<RETAINED-EARNINGS>                            235,107
<TOTAL-COMMON-STOCKHOLDERS-EQ>               1,022,793
                          135,000
                                     52,000
<LONG-TERM-DEBT-NET>                         1,034,048
<SHORT-TERM-NOTES>                              52,200
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                  37,775
<LONG-TERM-DEBT-CURRENT-PORT>                    6,053
                            0
<CAPITAL-LEASE-OBLIGATIONS>                    110,730
<LEASES-CURRENT>                                31,776
<OTHER-ITEMS-CAPITAL-AND-LIAB>               1,445,962
<TOT-CAPITALIZATION-AND-LIAB>                3,928,337
<GROSS-OPERATING-REVENUE>                    1,283,157
<INCOME-TAX-EXPENSE>                            61,083
<OTHER-OPERATING-EXPENSES>                   1,016,351
<TOTAL-OPERATING-EXPENSES>                   1,077,434
<OPERATING-INCOME-LOSS>                        205,723
<OTHER-INCOME-NET>                               6,272
<INCOME-BEFORE-INTEREST-EXPEN>                 211,995
<TOTAL-INTEREST-EXPENSE>                        70,903
<NET-INCOME>                                   141,092
                     11,791
<EARNINGS-AVAILABLE-FOR-COMM>                  129,301
<COMMON-STOCK-DIVIDENDS>                       110,852
<TOTAL-INTEREST-ON-BONDS>                       43,410
<CASH-FLOW-OPERATIONS>                         239,616
<EPS-PRIMARY>                                        0<F1>
<EPS-DILUTED>                                        0<F1>
<FN>
<F1> All common stock owned by parent company; no EPS required.
</FN>
        

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> OPUR1
<CIK> 0000055373
<NAME> KENTUCKY POWER COMPANY
<MULTIPLIER> 1,000
       
<S>                                        <C>
<PERIOD-TYPE>                              12-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                      609,067
<OTHER-PROPERTY-AND-INVEST>                      6,438
<TOTAL-CURRENT-ASSETS>                          62,152
<TOTAL-DEFERRED-CHARGES>                        12,153
<OTHER-ASSETS>                                  82,388
<TOTAL-ASSETS>                                 772,198
<COMMON>                                        50,450
<CAPITAL-SURPLUS-PAID-IN>                       78,750
<RETAINED-EARNINGS>                             91,381
<TOTAL-COMMON-STOCKHOLDERS-EQ>                 220,581
                                0
                                          0
<LONG-TERM-DEBT-NET>                           263,089
<SHORT-TERM-NOTES>                              15,950
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                  11,100
<LONG-TERM-DEBT-CURRENT-PORT>                   29,436
                            0
<CAPITAL-LEASE-OBLIGATIONS>                      7,064
<LEASES-CURRENT>                                 2,355
<OTHER-ITEMS-CAPITAL-AND-LIAB>                 222,623
<TOT-CAPITALIZATION-AND-LIAB>                  772,198
<GROSS-OPERATING-REVENUE>                      328,144
<INCOME-TAX-EXPENSE>                             5,778
<OTHER-OPERATING-EXPENSES>                     273,345
<TOTAL-OPERATING-EXPENSES>                     279,123
<OPERATING-INCOME-LOSS>                         49,021
<OTHER-INCOME-NET>                                   3
<INCOME-BEFORE-INTEREST-EXPEN>                  49,024
<TOTAL-INTEREST-EXPENSE>                        23,896
<NET-INCOME>                                    25,128
                          0
<EARNINGS-AVAILABLE-FOR-COMM>                   25,128
<COMMON-STOCK-DIVIDENDS>                        22,920
<TOTAL-INTEREST-ON-BONDS>                       19,090
<CASH-FLOW-OPERATIONS>                          41,789
<EPS-PRIMARY>                                        0<F1>
<EPS-DILUTED>                                        0<F1>
<FN>
<F1> All common stock owned by parent company; no EPS required.
</FN>
        

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> OPUR1
<CIK> 0000073986
<NAME> OHIO POWER COMPANY
<MULTIPLIER> 1,000
       
<S>                                        <C>
<PERIOD-TYPE>                              12-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                    2,824,074
<OTHER-PROPERTY-AND-INVEST>                    107,510
<TOTAL-CURRENT-ASSETS>                         533,099
<TOTAL-DEFERRED-CHARGES>                       129,552
<OTHER-ASSETS>                                 562,329
<TOTAL-ASSETS>                               4,156,564
<COMMON>                                       321,201
<CAPITAL-SURPLUS-PAID-IN>                      459,474
<RETAINED-EARNINGS>                            518,029
<TOTAL-COMMON-STOCKHOLDERS-EQ>               1,298,704
                          115,000
                                     41,240
<LONG-TERM-DEBT-NET>                         1,138,425
<SHORT-TERM-NOTES>                                   0
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                   9,400
<LONG-TERM-DEBT-CURRENT-PORT>                   89,207
                            0  
<CAPITAL-LEASE-OBLIGATIONS>                    106,754
<LEASES-CURRENT>                                25,172
<OTHER-ITEMS-CAPITAL-AND-LIAB>               1,332,662
<TOT-CAPITALIZATION-AND-LIAB>                4,156,564
<GROSS-OPERATING-REVENUE>                    1,822,997
<INCOME-TAX-EXPENSE>                            97,258
<OTHER-OPERATING-EXPENSES>                   1,453,579
<TOTAL-OPERATING-EXPENSES>                   1,550,837
<OPERATING-INCOME-LOSS>                        272,160
<OTHER-INCOME-NET>                              11,240
<INCOME-BEFORE-INTEREST-EXPEN>                 283,400
<TOTAL-INTEREST-EXPENSE>                        93,953
<NET-INCOME>                                   189,447
                     14,668
<EARNINGS-AVAILABLE-FOR-COMM>                  174,779
<COMMON-STOCK-DIVIDENDS>                       139,428
<TOTAL-INTEREST-ON-BONDS>                       61,836
<CASH-FLOW-OPERATIONS>                         342,453
<EPS-PRIMARY>                                        0<F1>
<EPS-DILUTED>                                        0<F1>
<FN>
<F1> All common stock owned by parent company; no EPS required.
</FN>
        

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> OPUR1
<CIK> 0000055986
<NAME> KINGSPORT POWER COMPANY
<MULTIPLIER> 1,000
       
<S>                                        <C>
<PERIOD-TYPE>                              12-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                       49,850
<OTHER-PROPERTY-AND-INVEST>                        159
<TOTAL-CURRENT-ASSETS>                          16,841
<TOTAL-DEFERRED-CHARGES>                           124
<OTHER-ASSETS>                                   5,237
<TOTAL-ASSETS>                                  72,211
<COMMON>                                         4,100
<CAPITAL-SURPLUS-PAID-IN>                        7,800
<RETAINED-EARNINGS>                              7,068
<TOTAL-COMMON-STOCKHOLDERS-EQ>                  18,968
                                0
                                          0
<LONG-TERM-DEBT-NET>                            25,000
<SHORT-TERM-NOTES>                               2,100
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                       0
<LONG-TERM-DEBT-CURRENT-PORT>                        0
                            0
<CAPITAL-LEASE-OBLIGATIONS>                        729
<LEASES-CURRENT>                                   199
<OTHER-ITEMS-CAPITAL-AND-LIAB>                  25,215
<TOT-CAPITALIZATION-AND-LIAB>                   72,211
<GROSS-OPERATING-REVENUE>                       79,788
<INCOME-TAX-EXPENSE>                               815
<OTHER-OPERATING-EXPENSES>                      74,439
<TOTAL-OPERATING-EXPENSES>                      75,254
<OPERATING-INCOME-LOSS>                          4,534
<OTHER-INCOME-NET>                                 285
<INCOME-BEFORE-INTEREST-EXPEN>                   4,819
<TOTAL-INTEREST-EXPENSE>                         2,785
<NET-INCOME>                                     2,034
                          0
<EARNINGS-AVAILABLE-FOR-COMM>                    2,034
<COMMON-STOCK-DIVIDENDS>                         1,848
<TOTAL-INTEREST-ON-BONDS>                            0
<CASH-FLOW-OPERATIONS>                           4,923
<EPS-PRIMARY>                                        0 <F1>
<EPS-DILUTED>                                        0 <F1>
<FN>
<F1> All common stock owned by parent company; no EPS required.
</FN>
        

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> OPUR1
<CIK> 0000106617
<NAME> WHEELING POWER COMPANY
<MULTIPLIER> 1,000
       
<S>                                        <C>
<PERIOD-TYPE>                              12-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                       54,200
<OTHER-PROPERTY-AND-INVEST>                      2,922
<TOTAL-CURRENT-ASSETS>                          10,444
<TOTAL-DEFERRED-CHARGES>                         1,635
<OTHER-ASSETS>                                  17,231
<TOTAL-ASSETS>                                  86,432
<COMMON>                                         2,428
<CAPITAL-SURPLUS-PAID-IN>                       12,596
<RETAINED-EARNINGS>                              6,569
<TOTAL-COMMON-STOCKHOLDERS-EQ>                  21,593
                                0
                                          0
<LONG-TERM-DEBT-NET>                            26,000
<SHORT-TERM-NOTES>                               5,375
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                       0
<LONG-TERM-DEBT-CURRENT-PORT>                        0
                            0
<CAPITAL-LEASE-OBLIGATIONS>                      3,414
<LEASES-CURRENT>                                   579
<OTHER-ITEMS-CAPITAL-AND-LIAB>                  29,471
<TOT-CAPITALIZATION-AND-LIAB>                   86,432
<GROSS-OPERATING-REVENUE>                       85,204
<INCOME-TAX-EXPENSE>                             2,067
<OTHER-OPERATING-EXPENSES>                      77,509
<TOTAL-OPERATING-EXPENSES>                      79,576
<OPERATING-INCOME-LOSS>                          5,628
<OTHER-INCOME-NET>                                 (64)
<INCOME-BEFORE-INTEREST-EXPEN>                   5,564
<TOTAL-INTEREST-EXPENSE>                         2,695
<NET-INCOME>                                     2,869
                          0
<EARNINGS-AVAILABLE-FOR-COMM>                    2,869
<COMMON-STOCK-DIVIDENDS>                         2,316
<TOTAL-INTEREST-ON-BONDS>                            0
<CASH-FLOW-OPERATIONS>                           9,076
<EPS-PRIMARY>                                        0 <F1>
<EPS-DILUTED>                                        0 <F1>
<FN>
<F1> All common stock owned by parent company; no EPS required.
</FN>
        

</TABLE>


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