KENTUCKY POWER CO
S-3, 1997-09-16
ELECTRIC & OTHER SERVICES COMBINED
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                                     Registration No. 333-       
=================================================================

               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                       ___________________

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

                     KENTUCKY POWER COMPANY
     (Exact name of registrant as specified in its charter)

Kentucky                                               61-0247775
(State or other jurisdiction                     (I.R.S. Employer
of incorporation or organization)             Identification No.)

1701 Central Avenue
Ashland, Kentucky                                           41101
(Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code:  800-572-1141

                   ARMANDO A. PENA, Treasurer
           AMERICAN ELECTRIC POWER SERVICE CORPORATION
                        1 Riverside Plaza
                      Columbus, Ohio 43215
                          614-223-2850
    (Name, address and telephone number of agent for service)

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

Simpson Thacher & Bartlett    Dewey Ballantine
425 Lexington Avenue          1301 Avenue of the Americas
New York, NY  10017-3909      New York, NY  10019-6092
Attention:  James M. Cotter   Attention:  E. N. Ellis, IV
                        ________________

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AT
SUCH TIME OR TIMES AFTER THE EFFECTIVE DATE OF THE REGISTRATION
STATEMENT AS THE REGISTRANT SHALL DETERMINE.
                        ________________

     IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING
OFFERED PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE
CHECK THE FOLLOWING BOX.  [ ]
     IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO
BE OFFERED ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415
UNDER THE SECURITIES ACT OF 1933, OTHER THAN SECURITIES OFFERED
ONLY IN CONNECTION WITH DIVIDEND OR INTEREST REINVESTMENT PLANS,
PLEASE CHECK THE FOLLOWING BOX.  [X]

     IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR AN
OFFERING PURSUANT TO RULE 462(B) UNDER THE SECURITIES ACT, PLEASE
CHECK THE FOLLOWING BOX AND LIST THE SECURITIES ACT REGISTRATION
STATEMENT NUMBER OF THE EARLIER EFFECTIVE REGISTRATION STATEMENT
FOR THE SAME OFFERING.  [ ]
     IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO
RULE 462(C) UNDER THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND
LIST THE SECURITIES ACT REGISTRATION STATEMENT NUMBER OF THE
EARLIER EFFECTIVE REGISTRATION STATEMENT FOR THE SAME OFFERING. 
[ ]
     IF DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT
TO RULE 434, PLEASE CHECK THE FOLLOWING BOX.  [ ]


                 CALCULATION OF REGISTRATION FEE

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

    Debt
 Securities     $100,000,000    100%    $100,000,000    $30,304

*Estimated solely for purpose of calculating the registration fee.
                         ______________

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

==================================================================
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT.

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

         SUBJECT TO COMPLETION, DATED SEPTEMBER __, 1997



PROSPECTUS


                     KENTUCKY POWER COMPANY
                          $100,000,000
                         Debt Securities

     Kentucky Power Company (the "Company") intends to offer, from
time to time, up to $100,000,000 aggregate principal amount of its
unsecured debt securities, consisting of debentures, notes or other
unsecured evidences of indebtedness (collectively, the "New
Notes").  The New Notes will be offered in one or more series in
amounts, at prices and on terms to be determined at the time or
times of sale.  The title, aggregate principal amount,
denomination, interest rate or rates (or manner of calculation
thereof), maturity or maturities, initial public offering price, if
any, redemption provisions, if any, any listing on a national
securities exchange and other specific terms of each series of New
Notes in respect of which this Prospectus is being delivered will
be set forth in an accompanying prospectus supplement and/or
pricing supplement thereto ("Prospectus Supplement").

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

     The Company may sell the New Notes through underwriters,
dealers or agents, or directly to one or more institutional
purchasers.  A Prospectus Supplement will set forth the names of
underwriters or agents, if any, any applicable commissions or
discounts and the net proceeds to the Company from any such sale. 
See "Plan of Distribution" herein.

     The date of this Prospectus is September __, 1997.
<PAGE>
     NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN
THIS PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS
PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT RELATING HERETO, AND, IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY
UNDERWRITER, AGENT OR DEALER.  NEITHER THIS PROSPECTUS NOR THIS
PROSPECTUS AS SUPPLEMENTED BY ANY PROSPECTUS SUPPLEMENT CONSTITUTES
AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, BY ANY
UNDERWRITER, AGENT OR DEALER IN ANY JURISDICTION IN WHICH IT IS
UNLAWFUL FOR SUCH UNDERWRITER, AGENT OR DEALER TO MAKE SUCH AN
OFFER OR SOLICITATION.  NEITHER THE DELIVERY OF THIS PROSPECTUS OR
THIS PROSPECTUS AS SUPPLEMENTED BY ANY PROSPECTUS SUPPLEMENT NOR
ANY SALE MADE THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
COMPANY SINCE THE DATE HEREOF OR THEREOF.


                      AVAILABLE INFORMATION

     THE COMPANY IS SUBJECT TO THE INFORMATIONAL REQUIREMENTS OF
THE SECURITIES EXCHANGE ACT OF 1934 (THE "1934 ACT") AND IN
ACCORDANCE THEREWITH FILES REPORTS AND OTHER INFORMATION WITH THE
SECURITIES AND EXCHANGE COMMISSION (THE "SEC").  SUCH REPORTS AND
OTHER INFORMATION MAY BE INSPECTED AND COPIED AT THE PUBLIC
REFERENCE FACILITIES MAINTAINED BY THE SEC AT 450 FIFTH STREET,
N.W., WASHINGTON, D.C., 20549; CITICORP CENTER, 500 WEST MADISON
STREET, SUITE 1400, CHICAGO, ILLINOIS, 60661; AND 7 WORLD TRADE
CENTER, 13TH FLOOR, NEW YORK, NEW YORK 10048.  COPIES OF SUCH
MATERIAL CAN BE OBTAINED FROM THE PUBLIC REFERENCE SECTION OF THE
SEC, 450 FIFTH STREET, N.W., WASHINGTON, D.C. 20549 AT PRESCRIBED
RATES.  THE SEC MAINTAINS A WEB SITE AT HTTP://WWW.SEC.GOV
CONTAINING REPORTS, PROXY STATEMENTS AND INFORMATION STATEMENTS AND
OTHER INFORMATION REGARDING REGISTRANTS THAT FILE ELECTRONICALLY
WITH THE SEC, INCLUDING THE COMPANY.  CERTAIN OF THE COMPANY'S
SECURITIES ARE LISTED ON THE NEW YORK STOCK EXCHANGE, WHERE REPORTS
AND OTHER INFORMATION CONCERNING THE COMPANY MAY ALSO BE INSPECTED.


               DOCUMENTS INCORPORATED BY REFERENCE

     The following documents filed by the Company with the SEC are
incorporated in this Prospectus by reference:

     --   The Company's Annual Report on Form 10-K for the year
          ended December 31, 1996; and

     --   The Company's Quarterly Reports on Form 10-Q for the
          periods ended March 31, 1997 and June 30, 1997.

     All documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Prospectus and prior to the termination of the offering made
by this Prospectus shall be deemed to be incorporated by reference
in this Prospectus and to be a part hereof from the date of filing
of such documents.
     Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other
subsequently filed document which is deemed to be incorporated by
reference herein or in a Prospectus Supplement modifies or
supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.

     THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM
A COPY OF THIS PROSPECTUS HAS BEEN DELIVERED, ON THE WRITTEN OR
ORAL REQUEST OF ANY SUCH PERSON, A COPY OF ANY OR ALL OF THE
DOCUMENTS DESCRIBED ABOVE WHICH HAVE BEEN INCORPORATED BY REFERENCE
IN THIS PROSPECTUS, OTHER THAN EXHIBITS TO SUCH DOCUMENTS.  WRITTEN
REQUESTS FOR COPIES OF SUCH DOCUMENTS SHOULD BE ADDRESSED TO MR. G.
C. DEAN, AMERICAN ELECTRIC POWER SERVICE CORPORATION, 1 RIVERSIDE
PLAZA, COLUMBUS, OHIO 43215 (TELEPHONE NUMBER: 614-223-1000).  THE
INFORMATION RELATING TO THE COMPANY CONTAINED IN THIS PROSPECTUS OR
ANY PROSPECTUS SUPPLEMENT RELATING HERETO DOES NOT PURPORT TO BE
COMPREHENSIVE AND SHOULD BE READ TOGETHER WITH THE INFORMATION
CONTAINED IN THE DOCUMENTS INCORPORATED BY REFERENCE.


                        TABLE OF CONTENTS
                                                             Page
                                                             ----
Available Information. . . . . . . . . . . . . . . . . . . . . 2 
Documents Incorporated by Reference. . . . . . . . . . . . . . 2 
Table of Contents. . . . . . . . . . . . . . . . . . . . . . . 3 
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . 3 
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . 4 
Ratio of Earnings to Fixed Charges . . . . . . . . . . . . . . 4 
Description of New Notes . . . . . . . . . . . . . . . . . . . 4 
Recent Developments. . . . . . . . . . . . . . . . . . . . . . 9 
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . .10 
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . .10 
Plan of Distribution . . . . . . . . . . . . . . . . . . . . .10 


                           THE COMPANY

     The Company is engaged in the generation, purchase,
transmission and distribution of electric power to approximately
167,000 customers in an area in eastern Kentucky, and in supplying
electric power at wholesale to other utilities and municipalities
in Kentucky.  Its principal executive offices are located at 1701
Central Avenue, Ashland, Kentucky 41101 (telephone number: 800-572-
1141).  The Company is a subsidiary of American Electric Power
Company, Inc. ("AEP") and is a part of the American Electric Power
integrated utility system (the "AEP System").  The executive
offices of AEP are located at 1 Riverside Plaza, Columbus, Ohio
43215 (telephone number: 614-223-1000).


                         USE OF PROCEEDS

     The Company proposes to use the net proceeds from the sale of
the New Notes to redeem or repurchase certain of its outstanding
debt, to fund its construction program, to repay short-term
indebtedness incurred in connection with such purchase or its con-
struction program and for other corporate purposes.  Proceeds may
be temporarily invested in short-term instruments pending their
application to the foregoing purposes.

     The Company has estimated that its construction costs
(inclusive of allowance for funds used during construction) for
1997 will be approximately $65,000,000.  At August 31, 1997, the
Company had approximately $56,425,000 of short-term unsecured
indebtedness outstanding.


               RATIO OF EARNINGS TO FIXED CHARGES

     Below is set forth the ratio of earnings to fixed charges for
each of the twelve month periods ended December 31, 1992 through
1996 and June 30, 1997:

              12-Month
            Period Ended                Ratio
            ------------                -----

          December 31, 1992             2.29
          December 31, 1993             1.95
          December 31, 1994             2.30
          December 31, 1995             2.22
          December 31, 1996             1.88
          June 30, 1997                 2.10


                    DESCRIPTION OF NEW NOTES

     The New Notes will be issued in one or more series under an
Indenture to be entered into between the Company and Bankers Trust
Company, as Trustee (the "Trustee"), as may be supplemented and
amended from time to time by one or more supplemental indentures
(the "Indenture").  Section and Article references used herein are
references to provisions of the Indenture unless otherwise noted.

     All Notes (including the New Notes) to be issued under the
Indenture are herein sometimes referred to as "Notes".  Copies of
the Indenture, including the form of supplemental indenture and
Company Order pursuant to which each series of the New Notes may be
issued, are filed as exhibits to the Registration Statement.

     The following statements include brief summaries of certain
provisions of the Indenture under which Notes will be issued.  Such
summaries do not purport to be complete and reference  is made to
the Indenture for complete statements of such provisions.  Such
summaries are qualified in their entirety by such reference and do
not relate or give effect to provisions of statutory or common law.

GENERAL

     The New Notes will be unsecured obligations of the Company and
will rank pari passu with all other unsecured debt of the Company,
except debt that by its terms is subordinated to the unsecured debt
of the Company.  The Indenture provides that Notes may be issued
thereunder without limitation as to aggregate principal amount and
may be issued thereunder from time to time in one or more series or
one or more Tranches thereof, as authorized by a Board Resolution
and as set forth in a Company Order or one or more supplemental
indentures creating such series. (Section 2.01).

     Substantially all of the fixed properties and franchises of
the Company are subject to the lien of its first mortgage bonds
(the "Bonds") issued under and secured by a Mortgage and Deed of
Trust, dated as of May 1, 1949, as previously supplemented and
amended by supplemental indentures, between the Company and Bankers
Trust Company, as trustee.

     The New Notes are not convertible into any other security of
the Company.  Except as may otherwise be described in a prospectus
supplement, the covenants contained in the Indenture do not limit
the amount of other debt, secured or unsecured, which may be issued
by the Company.  In addition, the Indenture does not contain any
provisions that afford holders of Notes protection in the event of
a highly leveraged transaction involving the Company.

MATURITY, INTEREST, REDEMPTION, COVENANTS AND RESTRICTIONS AND
PAYMENT

     Information concerning the maturity, interest, if any, redemp-
tion provisions, if any, sinking fund, if any, any covenants or
restrictions, such as limitations on liens or dividend
restrictions, and payment with respect to any series of the New
Notes will be contained in a Prospectus Supplement.

FORM, EXCHANGE, REGISTRATION AND TRANSFER

     Unless otherwise specified in a Prospectus Supplement, New
Notes in definitive form will be issued only as registered Notes
without coupons in denominations of $1,000 and in integral
multiples thereof authorized by the Company.  New Notes may be
presented for registration of transfer (with the form of transfer
endorsed thereon duly executed) or exchange, at the office of the
Security Registrar, without service charge and upon payment of any
taxes and other governmental charges as described in the Indenture.

Such transfer or exchange will be effected upon the Company or the
Security Registrar being satisfied with the documents of title and
identity of the person making the request.  The Company has
appointed the Trustee as Security Registrar with respect to New
Notes.  The Company may change the place for registration of
transfer and exchange of the New Notes and may designate one or
more additional places for such registration and exchange.
(Sections 2.05 and 4.02).

     The Company shall not be required to (i) issue, register the
transfer of or exchange any New Note during a period beginning at
the opening of business 15 days before the day of the mailing of a
notice of redemption of less than all the outstanding New Notes and
ending at the close of business on the day of such mailing or (ii)
register the transfer of or exchange any New Notes or portions
thereof called for redemption in whole or in part.  (Section 2.05).

PAYMENT AND PAYING AGENTS

     Unless otherwise indicated in a Prospectus Supplement, payment
of principal of and premium, if any, on any New Note will be made
only against surrender to the Paying Agent of such New Note. 
Principal of and any premium and interest on New Note will be
payable at the office of such Paying Agent or Paying Agents as the
Company may designate from time to time, except that at the option
of the Company payment of any interest may be made by check mailed
to the address of the person entitled thereto as such address shall
appear in the Security Register with respect to such New Note.

     Unless otherwise indicated in a Prospectus Supplement, the
Trustee initially will act as Paying Agent with respect to New
Notes.  The Company may at any time designate additional Paying
Agents or rescind the designation of any Paying Agents or approve
a change in the office through which any Paying Agent acts. 
(Sections 4.02 and 4.03).

     All moneys paid by the Company to a Paying Agent for the
payment of the principal of and premium, if any, or interest, if
any, on any New Notes that remain unclaimed at the end of two years
after such principal, premium, if any, or interest shall have
become due and payable, subject to applicable law, will be repaid
to the Company and the holder of such New Note will thereafter look
only to the Company for payment thereof. (Section 11.04).

MODIFICATION OF THE INDENTURE

     The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the holders of not less than a
majority in principal amount of Notes of each series that are
affected by the modification, to modify the Indenture or any
supplemental indenture affecting that series or the rights of the
holders of that series of Notes; provided, that no such
modification may, without the consent of the holder of each
outstanding Note affected thereby, (i) extend the fixed maturity of
any Notes of any series, or reduce the principal amount thereof, or
reduce the rate or extend the time of payment of interest thereon,
or reduce any premium payable upon the redemption thereof, or
reduce the amount of the principal of a Discount Security (as
defined in the Indenture) that would be due and payable upon a
declaration of acceleration of the maturity thereof pursuant to the
Indenture, (ii) reduce the percentage of Notes, the holders of
which are required to consent to any such supplemental indenture,
or (iii) reduce the percentage of Notes, the holders of which are
required to waive any default and its consequences.  (Section
9.02).

     In addition, the Company and the Trustee may execute, without
the consent of any holder of Notes, any supplemental indenture for
certain other usual purposes including the creation of any new
series of Notes.  (Sections 2.01, 9.01 and 10.01).

EVENTS OF DEFAULT

     The Indenture provides that any one or more of the following
described events, which has occurred and is continuing, constitutes
an "Event of Default" with respect to each series of Notes:

          (a) failure for 30 days to pay interest on Notes of that
     series when due and payable; or

          (b) failure for 3 Business Days to pay principal or
     premium, if any, on Notes of that series when due and payable
     whether at maturity, upon redemption, pursuant to any sinking
     fund obligation, by declaration or otherwise; or

          (c) failure by the Company to observe or perform any
     other covenant (other than those specifically relating to
     another series) contained in the Indenture for 90 days after
     written notice to the Company from the Trustee or the holders
     of at least 33% in principal amount of the outstanding Notes
     of that series; or

          (d) certain events involving bankruptcy, insolvency or
     reorganization of the Company; or

          (e) any other event of default provided for in a series
     of Notes. (Section 6.01).

     The Trustee or the holders of not less than 33% in aggregate
outstanding principal amount of any particular series of Notes may
declare the principal due and payable immediately upon an Event of
Default with respect to such series, but the holders of a majority
in aggregate outstanding principal amount of such series may annul
such declaration and waive the default with respect to such series
if the default has been cured and a sum sufficient to pay all
matured installments of interest and principal otherwise than by
acceleration and any premium has been deposited with the Trustee. 
(Sections 6.01 and 6.06).

     The holders of a majority in aggregate outstanding principal
amount of any series of Notes have the right to direct the time,
method and place of conducting any proceeding for any remedy avail-
able to the Trustee for that series.  (Section 6.06).  Subject to
the provisions of the Indenture relating to the duties of the
Trustee in case an Event of Default shall occur and be continuing,
the Trustee will be under no obligation to exercise any of its
rights or powers under the Indenture at the request or direction of
any of the holders of the Notes, unless such holders shall have
offered to the Trustee indemnity satisfactory to it. (Section
7.02). 

     The holders of a majority in aggregate outstanding principal
amount of any series of Notes affected thereby may, on behalf of
the holders of all Notes of such series, waive any past default,
except a default in the payment of principal, premium, if any, or
interest when due otherwise than by acceleration (unless such
default has been cured and a sum sufficient to pay all matured
installments of interest and principal otherwise than by
acceleration and any premium has been deposited with the Trustee)
or a call for redemption of Notes of such series.  (Section 6.06). 
The Company is required to file annually with the Trustee a
certificate as to whether or not the Company is in compliance with
all the conditions and covenants under the Indenture.  (Section
5.03(d)).

CONSOLIDATION, MERGER AND SALE

     The Indenture does not contain any covenant that restricts the
Company's ability to merge or consolidate with or into any other
corporation, sell or convey all or substantially all of its assets
to any person, firm or corporation or otherwise engage in
restructuring transactions, provided that the successor corporation
assumes due and punctual payment of principal or premium, if any,
and interest on the Notes. (Section 10.01).

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

     Notes of any series may be defeased in accordance with their
terms and, unless the supplemental indenture or Company Order
establishing the terms of such series otherwise provides, as set
forth below.  The Company at any time may terminate as to a series
all of its obligations (except for certain obligations, including
obligations with respect to the defeasance trust and obligations to
register the transfer or exchange of a Note, to replace destroyed,
lost or stolen Notes and to maintain agencies in respect of the
Notes) with respect to the Notes of such series and the Indenture
("legal defeasance").  The Company at any time also may terminate
as to a series its obligations with respect to the Notes of that
series under any restrictive covenant which may be applicable to
that particular series ("covenant defeasance").

     The Company may exercise its legal defeasance option notwith-
standing its prior exercise of its covenant defeasance option.  If
the Company exercises its legal defeasance option, the particular
series may not be accelerated because of an Event of Default.  If
the Company exercises its covenant defeasance option, a series may
not be accelerated by reference to any restrictive covenant which
may be applicable to that particular series.

     To exercise either of its defeasance options as to a series,
the Company must deposit with the Trustee or any paying agent, in
trust:  moneys or Eligible Obligations, or a combination thereof,
in an amount sufficient to pay when due the principal of and
premium, if any, and interest, if any, due and to become due on the
Notes of such series that are Outstanding (as defined in the
Indenture).  Such defeasance or discharge may occur only if, among
other things, the Company has delivered to the Trustee an Opinion
of Counsel to the effect that the holders of such Notes will not
recognize gain, loss or income for federal income tax purposes as
a result of the satisfaction and discharge of the Indenture with
respect to such series and that such holders will realize gain,
loss or income on such Notes, including payments of interest
thereon, in the same amounts and in the same manner and at the same
time as would have been the case if such satisfaction and discharge
had not occurred. (Section 11.01).

     In the event the Company exercises its option to effect a
covenant defeasance with respect to the Notes of any series and the
Notes of that series are thereafter declared due and payable
because of the occurrence of any Event of Default other than an
Event of Default caused by failing to comply with the covenants
which are defeased, the amount of money and Eligible Obligations on
deposit with the Trustee may not be sufficient to pay amounts due
on the Notes of that series at the time of the acceleration
resulting from such Event of Default.  However, the Company would
remain liable for such payments. (Section 11.01).

GOVERNING LAW

     The Indenture and Notes will be governed by, and construed in
accordance with, the laws of the State of New York.  (Section
13.05).

CONCERNING THE TRUSTEE

     AEP System companies, including the Company, utilize or may
utilize some of the banking services offered by Bankers Trust
Company in the normal course of their businesses.  Among such
services are the making of short-term loans, generally at rates
related to the prime commercial interest rate.  In addition,
Bankers Trust Company serves as Trustee under the Company's
Mortgage and Deed of Trust, dated as of May 1, 1949.


                       RECENT DEVELOPMENTS

     Reference is made to page 22 of the Company's Annual Report on
Form 10-K for the year ended December 31, 1996 and page II-4 of the
Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1997 for a discussion of the assessment of long range transport
of ozone precursors.  On or about August 14, 1997, eight northeast
states filed petitions with the United States Environmental Protec-
tion Agency ("Federal EPA") under section 126 of the Clean Air Act
alleging that nitrogen oxides ("NOx") emissions from sources in
upwind midwestern states are significantly contributing to non-
attainment of the ambient air quality standards for ozone in the
petitioning states.  These petitions seek the development of
controls for the upwind sources in a rulemaking to be undertaken by
Federal EPA. The Company's Big Sandy Plant is included (directly or
indirectly) as a source in each of these petitions and the
rulemaking could require significant reductions of NOx emissions at
this plant. The Company believes that these petitions are without
merit and will take appropriate steps to challenge any adverse
actions taken with respect to these petitions.


                         LEGAL OPINIONS

     Opinions with respect to the legality of the Notes will be
rendered by Simpson Thacher & Bartlett (a partnership which
includes professional corporations), 425 Lexington Avenue, New
York, New York and 1 Riverside Plaza, Columbus, Ohio, counsel for
the Company, and by Dewey Ballantine, 1301 Avenue of the Americas,
New York, New York, counsel for any underwriters or agents. 
Additional legal opinions in connection with the offering of the
Notes may be given by John M. Adams, Jr. or Ann B. Graf, counsel
for the Company.  Mr. Adams is Assistant General Counsel, and Ms.
Graf is a Senior Attorney, in the Legal Department of American
Electric Power Service Corporation, a wholly owned subsidiary of
AEP.  From time to time, Dewey Ballantine acts as counsel to
affiliates of the Company in connection with certain matters.


                             EXPERTS

     The financial statements and related financial statement
schedule incorporated in this prospectus by reference from the
Company's Annual Report on Form 10-K have been audited by Deloitte
& Touche LLP, independent auditors, as stated in their reports,
which are incorporated herein by reference, and have been so
incorporated in reliance upon the reports of such firm given upon
their authority as experts in accounting and auditing.


                      PLAN OF DISTRIBUTION

     The Company may sell the New Notes in any of three ways or in
any combination of such ways:  (i) through underwriters or dealers;
(ii) directly to a limited number of purchasers or to a single
purchaser; or (iii) through agents.  The Prospectus Supplement
relating to a series of the New Notes will set forth the terms of
the offering of the New Notes, including the name or names of any
underwriters, dealers or agents, the purchase price of such New
Notes and the proceeds to the Company from such sale, any
underwriting discounts or agency fees and other items constituting
underwriters' or agents' compensation, any initial public offering
price and any discounts or concessions allowed or reallowed or paid
to dealers.  Any initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers may be changed
from time to time after the initial public offering.

     If underwriters are used in the sale, the New Notes will be
acquired by the underwriters for their own account and may be
resold from time to time in one or more transactions, including
negotiated transactions, at a fixed public offering price or at
varying prices determined at the time of the sale.  The
underwriters with respect to a particular underwritten offering of
New Notes will be named in the Prospectus Supplement relating to
such offering and, if an underwriting syndicate is used, the
managing underwriters will be set forth on the cover page of such
Prospectus Supplement.  Unless otherwise set forth in the
Prospectus Supplement, the several obligations of the underwriters
to purchase the New Notes will be subject to certain conditions
precedent, and the underwriters will be obligated to purchase all
such New Notes if any are purchased.

     New Notes may be sold directly by the Company or through
agents designated by the Company from time to time.  The Prospectus
Supplement will set forth the name of any agent involved in the
offer or sale of the New Notes in respect of which the Prospectus
Supplement is delivered as well as any commissions payable by the
Company to such agent.  Unless otherwise indicated in the
Prospectus Supplement, any such agent will be acting on a
reasonable best efforts basis for the period of its appointment.

     If so indicated in the Prospectus Supplement, the Company will
authorize agents, underwriters or dealers to solicit offers by
certain specified institutions to purchase New Notes from the
Company at the public offering price set forth in the Prospectus
Supplement pursuant to delayed delivery contracts providing for
payment and delivery on a specified date in the future.  Such
contracts will be subject to those conditions set forth in the
Prospectus Supplement, and the Prospectus Supplement will set forth
the commission payable for solicitation of such contracts.

     Subject to certain conditions, the Company may agree to
indemnify any underwriters, dealers, agents or purchasers and their
controlling persons against certain civil liabilities, including
certain liabilities under the Securities Act of 1933, as amended.
<PAGE>
                             PART II

             INFORMATION NOT REQUIRED IN PROSPECTUS


ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*

     Estimation based upon the issuance of all of the New Notes in
one issuance:

Securities and Exchange Commission Filing Fees . . . . .$ 30,304
Printing Registration Statement, Prospectus, etc.. . . .  25,000
Printing and Engraving New Notes . . . . . . . . . . . .  10,000
Independent Auditors' Fees . . . . . . . . . . . . . . .  15,000
Charges of Trustee (including counsel fees). . . . . . .  16,750
Legal Fees of Counsel. . . . . . . . . . . . . . . . . .  65,000
Rating Agency Fees . . . . . . . . . . . . . . . . . . .  53,500
Miscellaneous Expenses . . . . . . . . . . . . . . . . .  20,000
                                                         -------
     Total . . . . . . . . . . . . . . . . . . . . . . .$235,554
                                                         =======

*Estimated, except for filing fees. 


ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 271B.8-510 of the Kentucky Revised Statutes provides
that a Kentucky corporation may indemnify an individual made a
party to a proceeding because the individual is or was a director
if (i) the individual's conduct was in good faith, (ii) the
individual reasonably believed that, in the case of conduct in the
individual's official capacity with the corporation, his or her
conduct was in the best interests of the corporation and, in all
other cases, his or her conduct was at least not opposed to the
best interests of the corporation and (iii) in the case of a
criminal proceeding, that the director had no reasonable cause to
believe that such conduct was unlawful.  The termination of a
proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent is not, of itself,
determinative that a director did not meet the required standard of
conduct.  Section 271B.8-520 requires a corporation, unless limited
by its articles of incorporation, to indemnify a director who has
been wholly successful in the defense of a proceeding against
reasonable expenses (including counsel fees) so incurred.  Section
271B.8-530 authorizes a corporation to pay for or reimburse the
reasonable expenses (including counsel fees) incurred by a director
in advance of final disposition of a proceeding upon a determina-
tion that in light of the facts then known indemnification is
permissible, a written affirmation by the director of his or her
good faith belief that the required standard of conduct has been
met and an undertaking by the director to repay any such advance if
it is ultimately determined that the director did not meet the
required standard of conduct.  A director may, pursuant to Section
271B.8-540, apply for indemnification to a court of competent
jurisdiction.  An officer is entitled to mandatory indemnification
under Section 271B.8-520 and to apply for court-ordered indemnifi-
cation under Section 271B.8-540 to the same extent as a director. 
A corporation may indemnify and advance expenses to an officer,
employee or agent to the same extent as to a director.  A corpora-
tion may purchase and maintain insurance on behalf of an individual
who is a director, officer, employee or agent, whether or not the
corporation would have power by statute to indemnify the individual
against the same liability.  Section 271B.8-580 provides that the
statutory provisions do not exclude any other rights to indemnifi-
cation and advances for expenses that a person may otherwise have. 
The by-laws of the Company provide for the indemnification of
directors and officers of the Company to the full extent permitted
by law.

     Reference is made to the Selling Agency Agreement and the
Underwriting Agreement, filed as Exhibits 1(a) and (b) hereto,
which provide for indemnification, under certain circumstances, of
the Company, certain of its directors and officers, and persons who
control the Company.

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


ITEM 16.  EXHIBITS.

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


ITEM 17.  UNDERTAKINGS.

     The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:

          (i)  To include any prospectus required by section
     10(a)(3) of the Securities Act of 1933;

          (ii)  To reflect in the prospectus any facts or events
     arising after the effective date of the registration statement
     (or the most recent post-effective amendment thereof) which,
     individually or in the aggregate, represent a fundamental
     change in the information set forth in the registration
     statement.  Notwithstanding the foregoing, any increase or
     decrease in volume of New Notes (if the total dollar value of
     New Notes would not exceed that which was registered) and any
     deviation from the low or high end of the estimated maximum
     offering range may be reflected in the form of prospectus
     filed with the Commission pursuant to Rule 424(b) of the
     Securities Act of 1933 if, in the aggregate, the changes in
     volume and price represent no more than a 20% change in the
     maximum aggregate offering price set forth in the "Calculation
     of Registration Fee" table in the effective registration
     statement;

          (iii)  To include any material information with respect
     to the plan of distribution not previously disclosed in the
     registration statement or any material change to such informa-
     tion in the registration statement;

     Provided, however, that (i) and (ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.

     (2)  That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.

     (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

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

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

     Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable cause to believe
that it meets all of the requirements for filing on Form S-3 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Columbus and State of Ohio, on the 15th day of September, 1997. 

                              KENTUCKY POWER COMPANY


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


     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING
PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.

          SIGNATURES              TITLE               DATE
          ----------              -----               ----

(i)   PRINCIPAL EXECUTIVE
      OFFICER:               Chairman of the
                             Board and Chief   September 15, 1997
      E. Linn Draper, Jr.*  Executive Officer

(ii)  Principal Financial
      Officer:

      G. P. Maloney*         Vice President    September 15, 1997

(iii) Principal Accounting
      Officer:

      P. J. DeMaria*           Controller      September 15, 1997

(iv)  A Majority of the
      Directors:

      E. Linn Draper, Jr.*
      P. J. DeMaria*
      Wm. J. Lhota*
      G. P. Maloney*
      J. J. Markowsky*
      J. H. Vipperman*                         September 15, 1997

*By:  ____/s/_A._A._Pena_______
            A. A. Pena
      (A. A. Pena, Attorney-in-Fact)
<PAGE>
                          EXHIBIT INDEX

      Certain of the following exhibits, designated with an
asterisk (*), are filed herewith.  The exhibits not so designated
have heretofore been filed with the Commission and, pursuant to 17
C.F.R. Section 201.24 and Section 230.411, are incorporated herein 
by reference to the documents indicated following the descriptions 
of such exhibits.

EXHIBIT NO.                   DESCRIPTION
- -----------                   -----------

* 1(a) -- Copy of proposed form of Selling Agency Agreement for
          the New Notes.

* 1(b) -- Copy of proposed form of Underwriting Agreement for the
          New Notes.

* 4(a) -- Copy of proposed form of Indenture to be entered into
          between the Company and Bankers Trust Company, as
          Trustee, for the Notes.

* 4(b) -- Copy of proposed form of Company Order for the New
          Notes.

* 5    -- Opinion of Simpson Thacher & Bartlett with respect to
          the New Notes.

 12    -- Statement re: Computation of Ratios [Quarterly Report on
          Form 10-Q of the Company for the period ended June 30,
          1997, File No. 1-3457, Exhibit 12].

*23(a) -- Consent of Deloitte & Touche LLP.

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

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

*25(a) -- Form T-1 re: Eligibility of Bankers Trust Company to act
          as Trustee under the Indenture.

[H:\FINANCE\KPCO\EDDOCS\KPCO-S-3]


                                                     Exhibit 1(a)


                     KENTUCKY POWER COMPANY

            $100,000,000 Unsecured Medium Term Notes

                    Selling Agency Agreement


                                        ______________ ____, 1997





Dear Sirs:

     Kentucky Power Company, a Kentucky corporation (the
"Company"), confirms its agreement with each of you with respect
to the issue and sale by the Company of up to $100,000,000
aggregate principal amount of its Unsecured Medium Term Notes
(the "Notes").  The Notes will be issued under the Indenture
dated as of ______________, 1997, between the Company and Bankers
Trust Company, as trustee (the "Trustee"), as may be supplemented
by one or more supplemental indentures (said Indenture as may be
so supplemented being hereafter referred to as the "Indenture"). 
The Notes will be issued in minimum denominations of $1,000 and
in integral multiples thereof, will be issued only in fully
registered form and will have the annual interest rates,
maturities and, if appropriate, other terms set forth in a
supplement to the Prospectus referred to below.  The Notes will
be issued, and the terms thereof established, in accordance with
the Indenture and, in the case of Notes sold pursuant to Section
2(a), the Medium Term Notes Administrative Procedures attached
hereto as Exhibit A (the "Procedures").  The Procedures may only
be amended by written agreement of the Company and you after
notice to, and with the approval of, the Trustee.  For the
purposes of this Agreement, the term "Agent" shall refer to any
one of you and any Additional Agent as defined and as provided
for in Section 2(a) acting solely in the capacity as agent for
the Company pursuant to Section 2(a) and not as principal
(collectively, the "Agents"), the term the "Purchaser" shall
refer to one of you acting solely as principal pursuant to
Section 2(b) and not as agent, and the term "you" shall refer to
you collectively whether at any time any of you is acting in both
such capacities or in either such capacity.

          1.   REPRESENTATIONS AND WARRANTIES.  The Company
represents and warrants to, and agrees with, you as set forth
below in this Section 1.  Certain terms used in this Section 1
are defined in paragraph (d) hereof.

          (a)  The Company meets the requirements for use of Form
     S-3 under the Securities Act of 1933, as amended (the
     "Act"), and has filed with the Securities and Exchange
     Commission (the "Commission") a registration statement on
     such Form S-3 (File Number:  333-_______), including a basic
     prospectus, which has become effective, for the registration
     under the Act of $100,000,000 aggregate principal amount of
     debt securities (the "Securities"), including the Notes. 
     Such registration statement meets the requirements set forth
     in Rule 415(a)(1)(ix) or (x) under the Act and complies in
     all other material respects with said Rule.  The Company has
     included in such registration statement, as amended at the
     date of this Agreement, or has filed or will file with the
     Commission pursuant to the applicable paragraph of Rule
     424(b) under the Act, a supplement to the form of prospectus
     included in such registration statement relating to the
     Notes and the plan of distribution thereof (the "Prospectus
     Supplement").  In connection with the sale of Notes the
     Company proposes to file with the Commission pursuant to the
     applicable paragraph of Rule 424(b) under the Act further
     supplements to the Prospectus Supplement specifying the
     interest rates, maturity dates and, if appropriate, other
     terms of the Notes sold pursuant hereto or the offering
     thereof.

          (b)  As of the Execution Time, on the Effective Date,
     when any supplement to the Prospectus is filed with the
     Commission, as of the date of any Terms Agreement (as
     defined in Section 2(b)) and at the date of delivery by the
     Company of any Notes sold hereunder (a "Closing Date"), (i)
     the Registration Statement, as amended as of any such time,
     and the Prospectus, as supplemented as of any such time,
     will comply in all material respects with the applicable
     requirements of the Act, the Securities Exchange Act of
     1934, as amended (the "Exchange Act") and the Trust
     Indenture Act of 1939, as amended (the "Trust Indenture
     Act"), and the respective rules under the Act, the Exchange
     Act and the Trust Indenture Act; (ii) the Registration
     Statement, as amended as of any such time, did not or will
     not contain any untrue statement of a material fact or omit
     to state any material fact required to be stated therein or
     necessary in order to make the statements therein not
     misleading; and (iii) the Prospectus, as supplemented as of
     any such time, will not contain any untrue statement of a
     material fact or omit to state a material fact necessary in
     order to make the statements therein, in the light of the
     circumstances under which they were made, not misleading;
     PROVIDED, HOWEVER, that the Company makes no representations
     or warranties as to (i) those parts of the Registration
     Statement which shall constitute a Statement of Eligibility
     (Form T-1) of the Trustee under the Trust Indenture Act or
     (ii) the information contained in or omitted from the
     Registration Statement or the Prospectus (or any supplement
     thereto) in reliance upon and in conformity with information
     furnished in writing to the Company by any of you expressly
     for use in the Registration Statement or the Prospectus (or
     any supplement thereto).

          (c)  As of the time any Notes are issued and sold
     hereunder, the Indenture will constitute a legal, valid and
     binding instrument enforceable against the Company in
     accordance with its terms and such Notes will have been duly
     authorized, executed, authenticated and, when paid for by
     the purchasers thereof, will constitute legal, valid and
     binding obligations of the Company entitled to the benefits
     of the Indenture, except as the enforceability thereof may
     be limited by bankruptcy, insolvency, fraudulent conveyance,
     reorganization, moratorium and other similar laws relating
     to or affecting creditors' rights generally, or general
     equitable principles (whether considered in a proceeding in
     equity or at law), and an implied covenant of good faith and
     fair dealing.

          (d)  The terms which follow, when used in this
     Agreement, shall have the meanings indicated.  The term "the
     Effective Date" shall mean each date that the Registration
     Statement and any post-effective amendment or amendments
     thereto became or become effective.  "Execution Time" shall
     mean the date and time that this Agreement is executed and
     delivered by the parties hereto.  "Basic Prospectus" shall
     mean the form of basic prospectus relating to the Securities
     contained in the Registration Statement at the Effective
     Date.  "Prospectus" shall mean the Basic Prospectus as
     supplemented by the Prospectus Supplement.  "Registration
     Statement" shall mean the Registration Statement referred to
     in paragraph (a) above, including incorporated documents,
     exhibits and financial statements, as amended at the
     Execution Time.  "Rule 415" and "Rule 424" refer to such
     rules under the Act.  Any reference herein to the
     Registration Statement, the Basic Prospectus, the Prospectus
     Supplement or the Prospectus shall be deemed to refer to and
     include the documents incorporated by reference therein
     pursuant to Item 12 of Form S-3 which were filed under the
     Exchange Act on or before the Effective Date or the issue
     date of the Basic Prospectus, the Prospectus Supplement or
     the Prospectus, as the case may be; and any reference herein
     to the terms "amend", "amendment" or "supplement" with
     respect to the Registration Statement, the Basic Prospectus,
     the Prospectus Supplement or the Prospectus shall be deemed
     to refer to and include the filing of any document under the
     Exchange Act after the Effective Date or the issue date of
     the Basic Prospectus, the Prospectus Supplement or the
     Prospectus, as the case may be, deemed to be incorporated
     therein by reference.

          2.   APPOINTMENT OF AGENTS; SOLICITATION BY THE AGENTS
OF OFFERS TO PURCHASE; SALES OF NOTES TO A PURCHASER.

          (a)  Subject to the terms and conditions set forth
     herein, the Company hereby authorizes each of the Agents to
     act as its agent to solicit offers for the purchase of all
     or part of the Notes from the Company.

               On the basis of the representations and
     warranties, and subject to the terms and conditions set
     forth herein, each of the Agents agrees, as agent of the
     Company, to use its reasonable best efforts to solicit
     offers to purchase the Notes from the Company upon the terms
     and conditions set forth in the Prospectus (and any
     supplement thereto) and in the Procedures.

               The Company reserves the right, in its sole
     discretion, to instruct the Agents to suspend at any time,
     for any period of time or permanently, the solicitation of
     offers to purchase the Notes.  Upon receipt of instructions
     from the Company, the Agents will forthwith suspend
     solicitation of offers to purchase Notes from the Company
     until such time as the Company has advised them that such
     solicitation may be resumed.

               The Company expressly reserves the right, upon
     fifteen business days' prior written notice to each Agent,
     to appoint other persons, partnerships or corporations
     ("Additional Agents") to act as its agent to solicit offers
     for the purchase of Notes; PROVIDED, each Additional Agent
     shall be named in a prospectus supplement or pricing
     supplement and shall either execute this Agreement and
     become a party hereto or shall enter into an agency
     agreement with the Company on terms substantially similar to
     those contained herein; thereafter the term Agent as used in
     this Agreement shall mean each Agent and each such
     Additional Agent.

               The Company agrees to pay each Agent a commission,
     on the Closing Date with respect to each sale of Notes by
     the Company as a result of a solicitation made by such
     Agent, in an amount equal to that percentage specified in
     Schedule I hereto of the aggregate principal amount of the
     Notes sold by the Company.  Such commission shall be payable
     as specified in the Procedures. 

               Subject to the provisions of this Section and to
     the Procedures, offers for the purchase of Notes may be
     solicited by an Agent as agent for the Company at such time
     and in such amounts as such Agent deems advisable.  The
     Company may from time to time offer Notes for sale otherwise
     than through an Agent; PROVIDED, HOWEVER, that so long as
     this Agreement shall be in effect the Company shall not
     solicit or accept offers to purchase Notes through any agent
     other than an Agent.

          (b)  Subject to the terms and conditions stated herein,
     whenever the Company and any Agent determine that the
     Company shall sell Notes directly to such Agent as
     principal, each such sale of Notes shall be made in
     accordance with the terms of this Agreement and, unless
     otherwise agreed by the Company and such Agent, any
     supplemental agreement relating thereto between the Company
     and the Purchaser.  Each such supplemental agreement (which
     may be an oral or written agreement) is herein referred to
     as a "Terms Agreement".  Each Terms Agreement shall describe
     (whether orally or in writing) the Notes to be purchased by
     the Purchaser pursuant thereto, and shall specify the
     aggregate principal amount of such Notes, the maturity date
     of such Notes, the rate at which interest will be paid on
     such Notes, the dates on which interest will be paid on such
     Notes and the record date with respect to each such payment
     of interest, the Closing Date for the purchase of such
     Notes, the place of delivery of the Notes and payment
     therefor, the method of payment and any requirements for the
     delivery of the opinions of counsel, the certificates from
     the Company or its officers, or a letter from the Company's
     independent public accountants, pursuant to Section 6(b). 
     Any such Terms Agreement may also specify the period of time
     referred to in Section 4(m).  Any written Terms Agreement
     may be in the form attached hereto as Exhibit B.  The
     Purchaser's commitment to purchase Notes shall be deemed to
     have been made on the basis of the representations and
     warranties of the Company herein contained and shall be
     subject to the terms and conditions herein set forth.  

          The Company also may sell Notes to any Agent, acting as
     principal, at a discount to be agreed upon at the time of
     sale, for resale to one or more investors or to another
     broker-dealer (acting as principal for purposes of resale)
     at varying prices related to prevailing market prices at the
     time of such resale as determined by such Agent.  An Agent
     may resell a Note purchased by it as principal to another
     broker-dealer at a discount, provided such discount does not
     exceed the commission or discount received by such Agent
     from the Company in connection with the original sale of
     such Note.

          (c)  The Company, however, expressly reserves the right
     to place the Notes itself privately or through a negotiated
     underwritten transaction with one or more underwriters
     without notice to any Agent and without any opportunity for
     any Agent to solicit offers for the purchase of the Notes. 
     In such event, no commission will be payable to the Agents.

               Delivery of the Notes sold to the Purchaser
     pursuant to any Terms Agreement shall be made not later than
     the Closing Date agreed to in such Terms Agreement, against
     payment of funds to the Company in the net amount due to the
     Company for such Notes by the method and in the form set
     forth in the Procedures unless otherwise agreed to between
     the Company and the Purchaser in such Terms Agreement.

          3.   OFFERING AND SALE OF NOTES.  Each Agent and the
Company agree to perform the respective duties and obligations
specifically provided to be performed by them in the Procedures.

          4.   AGREEMENTS.  The Company agrees with you that:

          (a)  Prior to the termination of the offering of the
     Notes, the Company will not file any amendment of the
     Registration Statement or supplement to the Prospectus
     (except for (i) periodic or current reports filed under the
     Exchange Act; (ii) a supplement relating to any offering of
     Notes providing solely for the specification of or a change
     in the maturity dates, interest rates, issuance prices or
     other similar terms of any Notes or (iii) a supplement
     relating to an offering of Securities other than the Notes)
     unless the Company has furnished each of you a copy for your
     review prior to filing and given each of you a reasonable
     opportunity to comment on any such proposed amendment or
     supplement.  Subject to the foregoing sentence, the Company
     will cause each supplement to the Prospectus to be filed
     with the Commission pursuant to the applicable paragraph of
     Rule 424(b) within the time period prescribed and will
     provide evidence satisfactory to you of such filing.  The
     Company will promptly advise each of you (i) when the
     Prospectus, and any supplement thereto, shall have been
     filed with the Commission pursuant to Rule 424(b); (ii)
     when, prior to the termination of the offering of the Notes,
     any amendment of the Registration Statement shall have been
     filed or become effective; (iii) of any request by the
     Commission for any amendment of the Registration Statement
     or supplement to the Prospectus or for any additional
     information; (iv) of the issuance by the Commission of any
     stop order suspending the effectiveness of the Registration
     Statement or the institution or threatening of any
     proceeding for that purpose and (v) of the receipt by the
     Company of any notification with respect to the suspension
     of the qualification of the Notes for sale in any
     jurisdiction or the initiation or threatening of any
     proceeding for such purpose.  The Company will use every
     reasonable effort to prevent the issuance of any such stop
     order and, if issued, to obtain as soon as possible the
     withdrawal thereof.

          (b)  If, at any time when a prospectus relating to the
     Notes is required to be delivered under the Act, any event
     occurs as a result of which the Prospectus as then
     supplemented would include any untrue statement of a
     material fact or omit to state any material fact necessary
     to make the statements therein, in the light of the
     circumstances under which they were made, not misleading, or
     if it shall be necessary to amend the Registration Statement
     or to supplement the Prospectus to comply with the Act or
     the Exchange Act or the respective rules thereunder, the
     Company promptly will (i) notify each of you to suspend
     solicitation of offers to purchase Notes (and, if so
     notified by the Company, each of you shall forthwith suspend
     such solicitation and cease using the Prospectus as then
     supplemented); (ii) prepare and file with the Commission,
     subject to the first sentence of paragraph (a) of this
     Section 4, an amendment or supplement which will correct
     such statement or omission or effect such compliance and
     (iii) supply any supplemented Prospectus to each of you in
     such quantities as you may reasonably request.  If such
     amendment or supplement, and any documents, certificates and
     opinions furnished to each of you pursuant to paragraph (g)
     of this Section 4 in connection with the preparation or
     filing of such amendment or supplement are satisfactory in
     all respects to you, you will, upon the filing of such
     amendment or supplement with the Commission and upon the
     effectiveness of an amendment to the Registration Statement,
     if such an amendment is required, resume your obligation to
     use your reasonable best efforts to solicit offers to
     purchase Notes hereunder.

          (c)  The Company, during the period when a prospectus
     relating to the Notes is required to be delivered under the
     Act, will file promptly all documents required to be filed
     with the Commission pursuant to Section 13(a), 13(c), 14 or
     15(d) of the Exchange Act and will furnish to each of you
     copies of such documents.  In addition, on or prior to the
     date on which the Company makes any announcement to the
     general public concerning earnings or concerning any other
     event which is required to be described, or which the
     Company proposes to describe, in a document filed pursuant
     to the Exchange Act, the Company will furnish to each of you
     the information contained or to be contained in such
     announcement.  The Company also will furnish to each of you
     copies of all other press releases or announcements to the
     general public.  The Company will immediately notify each of
     you of any downgrading in the rating of the Notes or any
     other debt securities of the Company, or any proposal to
     downgrade the rating of the Notes or any other debt
     securities of the Company, by any "nationally recognized
     statistical rating organization" (as defined for purposes of
     Rule 436(g) under the Act), as soon as the Company learns of
     any such downgrading or proposal to downgrade.

          (d)  As soon as practicable, the Company will make
     generally available to its security holders and to each of
     you an earning statement or statements of the Company which
     will satisfy the provisions of Section 11(a) of the Act and
     Rule 158 under the Act.

          (e)  The Company will furnish to each of you and your
     counsel, without charge, copies of the Registration
     Statement (without exhibits) and, so long as delivery of a
     prospectus may be required by the Act, as many copies of the
     Prospectus and any supplement thereto as you may reasonably
     request.

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

          (g)  The Company shall furnish to each of you such
     information, documents, certificates of officers of the
     Company and opinions of counsel for the Company relating to
     the business, operations and affairs of the Company, the
     Registration Statement, the Prospectus, and any amendments
     thereof or supplements thereto, the Indenture, the Notes,
     this Agreement, the Procedures and the performance by the
     Company and you of its and your respective obligations
     hereunder and thereunder as any of you may from time to time
     and at any time prior to the termination of this Agreement
     reasonably request.

          (h)  The Company shall, whether or not any sale of the
     Notes is consummated, (i) pay all expenses incident to the
     performance of its obligations under this Agreement,
     including the fees and disbursements of its accountants and
     counsel, the cost of printing or other production and
     delivery of the Registration Statement, the Prospectus, all
     amendments thereof and supplements thereto, the Indenture,
     this Agreement and all other documents relating to the
     offering, the cost of preparing, printing, packaging and
     delivering the Notes, the fees and disbursements of the
     Trustee and the fees of any agency that rates the Notes;
     (ii) reimburse each of you on a monthly basis for all out-
     of-pocket expenses (including without limitation advertising
     expenses) incurred with the prior approval of the Company in
     connection with this Agreement; and (iii) pay the reasonable
     fees and expenses of your counsel incurred in connection
     with this Agreement, including fees of counsel incurred in
     compliance with and to the extent stated in Section 4(f),
     including the preparation of a Blue Sky Survey.

          (i)  Each acceptance by the Company of an offer to
     purchase Notes will be deemed to be an affirmation that its
     representations and warranties contained in this Agreement
     are true and correct at the time of such acceptance, as
     though made at and as of such time, and a covenant that such
     representations and warranties will be true and correct at
     the time of delivery to the purchaser of the Notes relating
     to such acceptance, as though made at and as of such time
     (it being understood that for purposes of the foregoing
     affirmation and covenant such representations and warranties
     shall relate to the Registration Statement and Prospectus as
     amended or supplemented at each such time).  Each such
     acceptance by the Company of an offer for the purchase of
     Notes shall be deemed to constitute an additional
     representation, warranty and agreement by the Company that,
     as of the settlement date for the sale of such Notes, after
     giving effect to the issuance of such Notes, of any other
     Notes to be issued on or prior to such settlement date and
     of any other Securities to be issued and sold by the Company
     on or prior to such settlement date, the aggregate amount of
     Securities (including any Notes) which have been issued and
     sold by the Company will not exceed the amount of Securities
     registered pursuant to the Registration Statement.

          (j)  Each time that the Registration Statement or the
     Prospectus is amended or supplemented (other than by an
     amendment or supplement (i) relating to any offering of
     Securities other than the Notes, (ii) incorporating by
     reference information contained in a Current Report on Form
     8-K filed by the Company under the Exchange Act that is (A)
     filed solely under Item 5 of Form 8-K and (B) not required
     to be filed to comply with Section 4(b), or (iii) providing
     solely for the specification of or a change in the maturity
     dates, the interest rates, the issuance prices or other
     similar terms of any Notes sold pursuant hereto, unless, in
     the case of clause (ii) above, in the reasonable judgment of
     any of you, such information is of such a nature that a
     certificate of the Company should be delivered), the Company
     will deliver or cause to be delivered promptly to each of
     you a certificate of the Company, signed by a Vice
     President, Treasurer or Assistant Treasurer of the Company,
     dated the date of the effectiveness of such amendment or the
     date of the filing of such supplement, in form reasonably
     satisfactory to you, of the same tenor as the certificate
     referred to in Section 5(c) but modified to relate to the
     last day of the fiscal quarter for which financial
     statements of the Company were last filed with the
     Commission and to the Registration Statement and the
     Prospectus as amended and supplemented to the time of the
     effectiveness of such amendment or the filing of such
     supplement.

          (k)  Each time that the Registration Statement or the
     Prospectus is amended or supplemented (other than by an
     amendment or supplement (i) relating to any offering of
     Securities other than the Notes, (ii) incorporating by
     reference information contained in a Current Report on Form
     8-K filed by the Company under the Exchange Act that is (A)
     filed solely under Item 5 of Form 8-K and (B) not required
     to be filed to comply with Section 4(b), or (iii) providing
     solely for the specification of or a change in the maturity
     dates, the interest rates, the issuance prices or other
     similar terms of any Notes sold pursuant hereto, unless, in
     the case of this clause (ii) above, in the reasonable
     judgment of any of you, such information is of such a nature
     that an opinion of counsel should be furnished), the Company
     shall furnish or cause to be furnished promptly to each of
     you a written opinion of counsel of the Company satisfactory
     to each of you (which may include counsel employed by
     American Electric Power Service Corporation, an affiliate of
     the Company), dated the date of the effectiveness of such
     amendment or the date of the filing of such supplement,
     substantially in the form delivered pursuant to Section
     5(b)(1) hereto or, in lieu of such opinion, counsel last
     furnishing such an opinion to you may furnish each of you
     with a letter to the effect that you may rely on such last
     opinion to the same extent as though it were dated the date
     of such letter authorizing reliance (except that statements
     in such last opinion will be deemed to relate to the
     Registration Statement and the Prospectus as amended and
     supplemented to the time of the effectiveness of such
     amendment or the filing of such supplement).

          (l)  If requested, each time that the Registration
     Statement or the Prospectus is amended or supplemented to
     include or incorporate amended or supplemental financial
     information, the Company shall cause its independent public
     accountants promptly to furnish each of you a letter, dated
     the date of the effectiveness of such amendment or the date
     of the filing of such supplement, in form satisfactory to
     each of you, of the same tenor as the letter referred to in
     Section 5(d) with such changes as may be necessary to
     reflect the amended and supplemental financial information
     included or incorporated by reference in the Registration
     Statement and the Prospectus, as amended or supplemented to
     the date of such letter; PROVIDED, HOWEVER, that, if the
     Registration Statement or the Prospectus is amended or
     supplemented solely to include or incorporate by reference
     financial information as of and for a fiscal quarter, the
     Company's independent public accountants may limit the scope
     of such letter, which shall be satisfactory in form to each
     of you, to the unaudited financial statements, the related
     "Management's Discussion and Analysis of Results of
     Operations and Financial Condition" and any other
     information of an accounting, financial or statistical
     nature included in such amendment or supplement, unless, in
     the reasonable judgment of any of you, such letter should
     cover other information or changes in specified financial
     statement line items.

          (m)  During the period, if any, which shall not exceed
     ten days, specified in any Terms Agreement, the Company
     shall not, without the prior consent of the Purchaser
     thereunder, issue or announce the proposed issuance of any
     of its debt securities, including Notes, with terms
     substantially similar to the Notes being purchased pursuant
     to such Terms Agreement, other than borrowings under its
     revolving credit agreements and lines of credit, issuances
     of its commercial paper, and other forms of unsecured
     borrowings from banks or other financial institutions.

          5.   CONDITIONS TO THE OBLIGATIONS OF THE AGENTS.  The
obligations of each Agent to use its reasonable best efforts to
solicit offers to purchase the Notes shall be subject to the
accuracy of the representations and warranties on the part of the
Company contained herein as of the Execution Time, on the
Effective Date, when any supplement to the Prospectus is filed
with the Commission and as of each Closing Date, to the accuracy
of the statements of the Company made in any certificates
pursuant to the provisions hereof at each such time or date, to
the performance by the Company of its obligations hereunder and
to the following additional conditions:

          (a)  If filing of the Prospectus, or any supplement
     thereto, is required pursuant to Rule 424(b), the
     Prospectus, and any such supplement, shall have been filed
     in the manner and within the time period required by Rule
     424(b); and no stop order suspending the effectiveness of
     the Registration Statement shall have been issued and no
     proceedings for that purpose shall have been instituted or
     threatened.

          (b)  That, at the Execution Time, each Agent shall be
     furnished with the following opinions, dated the date
     thereof, with such changes therein as may be agreed upon by
     the Company and the Agents with the approval of Dewey
     Ballantine, counsel to the Agents:

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

               (2)  Opinion of Dewey Ballantine, of New York, New
          York, counsel to the Agents, substantially in the form
          heretofore made available to the Agents.

          (c)  The Company shall have furnished to each Agent a
     certificate of the Company, signed by a Vice President,
     Treasurer or Assistant Treasurer of the Company, dated the
     Execution Time, to the effect that the signer of such
     certificate has carefully examined the Registration
     Statement, the Prospectus, any supplement to the Prospectus
     and this Agreement and that:

               (1)  the representations and warranties of the
          Company in this Agreement are true and correct in all
          material respects on and as of the date hereof with the
          same effect as if made on the date hereof and the
          Company has complied with all the agreements and
          satisfied all the conditions on its part to be
          performed or satisfied as a condition to the obligation
          of the Agents to solicit offers to purchase the Notes;

               (2)  no stop order suspending the effectiveness of
          the Registration Statement has been issued and no
          proceedings for that purpose have been instituted or,
          to the Company's knowledge, threatened; and

               (3)  since the date of the most recent financial
          statements included or incorporated by reference in the
          Prospectus, there has been no material adverse change
          in the condition (financial or other), earnings,
          business or properties of the Company and its
          subsidiaries, whether or not arising from transactions
          in the ordinary course of business, except as set forth
          in or contemplated in the Prospectus.

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

          (e)  Prior to the Execution Time, the Company shall
     have furnished to each Agent such further information,
     documents, certificates and opinions of counsel as the
     Agents may reasonably request.

          If any of the conditions specified in this Section 5
shall not have been fulfilled in all material respects when and
as provided in this Agreement, or if any of the opinions and
certificates mentioned above or elsewhere in this Agreement shall
not be in all material respects reasonably satisfactory in form
and substance to such Agents and counsel for the Agents, this
Agreement and all obligations of any Agent hereunder may be
canceled at any time by the Agents without any liability
whatsoever.  Notice of such cancellation shall be given to the
Company in writing or by telephone or telex or facsimile
transmission confirmed in writing.

          The documents required to be delivered by this Section
5 shall be delivered at the offices of American Electric Power
Service Corporation, 1 Riverside Plaza, Columbus, Ohio on the
date hereof.

          6.   CONDITIONS TO THE OBLIGATIONS OF THE PURCHASER. 
The obligations of the Purchaser to purchase any Notes will be
subject to the accuracy of the representations and warranties on
the part of the Company herein as of the date of any related
Terms Agreement and as of the Closing Date for such Notes, to the
performance and observance by the Company of all covenants and
agreements herein contained on its part to be performed and
observed and to the following additional conditions precedent:

          (a)  If filing of the Prospectus, or any supplement
     thereto, is required pursuant to Rule 424(b), the
     Prospectus, and any such supplement, shall have been filed
     in the manner and within the time period required by Rule
     424(b); and no stop order suspending the effectiveness of
     the Registration Statement shall have been issued and no
     proceedings for that purpose shall have been instituted or
     threatened.

          (b)  If specified by any related Terms Agreement and
     except to the extent modified by such Terms Agreement, the
     Purchaser shall have received, appropriately updated, (i) a
     certificate of the Company, dated as of the Closing Date, to
     the effect set forth in Section 5(c) (except that references
     to the Prospectus shall be to the Prospectus as supplemented
     at the time of execution of the Terms Agreement); (ii) the
     opinion of counsel for the Company (which may be either
     Simpson Thacher & Bartlett or an attorney employed by
     American Electric Power Service Corporation, an affiliate of
     the Company), dated as of the Closing Date, substantially in
     the form delivered pursuant to Section 5(b)(1) hereof; (iii)
     the opinion of Dewey Ballantine, counsel for the Agents,
     dated as of the Closing Date, substantially in the form
     delivered pursuant to Section 5(b)(2) hereof, and (iv) the
     letter of Deloitte & Touche LLP, independent accountants for
     the Company, dated as of the Closing Date, substantially in
     the form delivered pursuant to Section 5(d) hereof.

          (c)  Prior to the Closing Date, the Company shall have
     furnished to the Purchaser such further information,
     certificates and documents as the Purchaser may reasonably
     request.

          If any of the conditions specified in this Section 6
shall not have been fulfilled in all material respects when and
as provided in this Agreement and any Terms Agreement, or if any
of the opinions and certificates mentioned above or elsewhere in
this Agreement or such Terms Agreement shall not be in all
material respects reasonably satisfactory in form and substance
to the Purchaser and its counsel, such Terms Agreement and all
obligations of the Purchaser thereunder and with respect to the
Notes subject thereto may be canceled at, or at any time prior
to, the respective Closing Date by the Purchaser without any
liability whatsoever.  Notice of such cancellation shall be given
to the Company in writing or by telephone or telex or facsimile
transmission confirmed in writing.

          7.   RIGHT OF PERSON WHO AGREED TO PURCHASE TO REFUSE
TO PURCHASE.  The Company agrees that any person who has agreed
to purchase and pay for any Note, including a Purchaser and any
person who purchases pursuant to a solicitation by any of the
Agents, shall have the right to refuse to purchase such Note if
(a) at the Closing Date therefor, any condition set forth in
Section 5 or 6, as applicable, shall not be satisfied or (b)
subsequent to the agreement to purchase such Note, there shall
have been any decrease in the ratings of any of the Company's
debt securities by Moody's Investors Service, Inc. ("Moody's") or
Standard & Poor's Ratings Group ("S&P") or either Moody's or S&P
shall publicly announce that it has any of such debt securities
under consideration for possible downgrade.  Notwithstanding the
foregoing, no Agent shall have any obligation to exercise its
judgment on behalf of any purchaser.

          8.   INDEMNIFICATION.

          (a)  The Company agrees, to the extent permitted by
     law, to indemnify and hold you harmless and each person, if
     any, who controls you within the meaning of Section 15 of
     the Act, against any and all losses, claims, damages or
     liabilities, joint or several, to which you, they or any of
     you or them may become subject under the Act or otherwise,
     and to reimburse you and such controlling person or persons,
     if any, for any legal or other expenses incurred by you or
     them in connection with defending any action, insofar as
     such losses, claims, damages, liabilities or actions arise
     out of or are based upon any alleged untrue statement or
     untrue statement of a material fact contained in the
     Registration Statement, or in the Prospectus, or if the
     Company shall furnish or cause to be furnished to you any
     amendments or any supplemental information, in the
     Prospectus as so amended or supplemented other than
     amendments or supplements relating solely to securities
     other than the Notes (provided that if such Prospectus or
     such Prospectus, as amended or supplemented, is used after
     the period of time referred to in Section 4(b) hereof, it
     shall contain such amendments or supplements as the Company
     deems necessary to comply with Section 10(a) of the Act), or
     arise out of or are based upon any alleged omission or
     omission to state therein a material fact required to be
     stated therein or necessary to make the statements therein
     not misleading, except insofar as such losses, claims,
     damages, liabilities or actions arise out of or are based
     upon any such alleged untrue statement or omission, or
     untrue statement or omission which was made in such
     Registration Statement or in the Prospectus, or in the
     Prospectus as so amended or supplemented, in reliance upon
     and in conformity with information furnished in writing to
     the Company by or through you expressly for use therein or
     with any statements in or omissions from that part of the
     Registration Statement that shall constitute the Statement
     of Eligibility under the Trust Indenture Act, of any
     indenture trustee under an indenture of the Company, and
     except that this indemnity shall not inure to your benefit
     (or of any person controlling you) on account of any losses,
     claims, damages, liabilities or actions arising from the
     sale of the Notes to any person if such loss arises from the
     fact that a copy of the Prospectus, as the same may then be
     supplemented or amended to the extent such Prospectus was
     provided to you by the Company (excluding, however, any
     document then incorporated or deemed incorporated therein by
     reference), was not sent or given by you to such person with
     or prior to the written confirmation of the sale involved
     and the alleged omission or alleged untrue statement or
     omission or untrue statement was corrected in the Prospectus
     as supplemented or amended at the time of such confirmation. 
     You agree promptly after the receipt by you of written
     notice of the commencement of any action in respect to which
     indemnity from the Company on account of its agreement
     contained in this Section 8(a) may be sought by you, or by
     any person controlling you, to notify the Company in writing
     of the commencement thereof, but your omission so to notify
     the Company of any such action shall not release the Company
     from any liability which it may have to you or to such
     controlling person otherwise than on account of the
     indemnity agreement contained in this Section 8(a).  In case
     any such action shall be brought against you or any such
     person controlling you and you shall notify the Company of
     the commencement thereof, as above provided, the Company
     shall be entitled to participate in, and, to the extent that
     it shall wish, including the selection of counsel (such
     counsel to be reasonably acceptable to the indemnified
     party), to direct the defense thereof at its own expense. 
     In case the Company elects to direct such defense and select
     such counsel (hereinafter, "Company's counsel"), you or any
     controlling person shall have the right to employ your own
     counsel, but, in any such case, the fees and expenses of
     such counsel shall be at your expense unless (i) the Company
     has agreed in writing to pay such fees and expenses or (ii)
     the named parties to any such action (including any
     impleaded parties) include both you or any controlling
     person and the Company and you or any controlling person
     shall have been advised by your counsel that a conflict of
     interest between the Company and you or any controlling
     person may arise (and the Company's counsel shall have
     concurred with such advice) and for this reason it is not
     desirable for the Company's counsel to represent both the
     indemnifying party and the indemnified party (it being
     understood, however, that the Company shall not, in
     connection with any one such action or separate but
     substantially similar or related actions in the same
     jurisdiction arising out of the same general allegations or
     circumstances, be liable for the reasonable fees and
     expenses of more than one separate firm of attorneys for you
     or any controlling person (plus any local counsel retained
     by you or any controlling person in their reasonable
     judgment), which firm (or firms) shall be designated in
     writing by you or any controlling person).  The Company
     shall not be liable in the event of any settlement of any
     such action effected without its consent.

          (b)  Each of you agrees to indemnify and hold harmless
     the Company, each of its directors, each of its officers who
     signs the Registration Statement and each person who
     controls the Company within the meaning of Section 15 of the
     Act, to the same extent as the foregoing indemnity from the
     Company to you, but only with reference to written
     information relating to such of you furnished to the Company
     by such of you specifically for use in the preparation of
     the documents referred to in the foregoing indemnity.  This
     indemnity agreement will be in addition to any liability
     which you may otherwise have.

          9.   TERMINATION.

          (a)  This Agreement will continue in effect until
     terminated as provided in this Section 9.  This Agreement
     may be terminated by either the Company as to any of you or
     by any of you insofar as this Agreement relates to such of
     you, by giving written notice of such termination to such of
     you or the Company, as the case may be.  This Agreement
     shall so terminate at the close of business on the first
     business day following the receipt of such notice by the
     party to whom such notice is given.  In the event of such
     termination, no party shall have any liability to the other
     party hereto, except as provided in the fifth paragraph of
     Section 2(a), Section 4(h), Section 8 and Section 10.  The
     provisions of this Agreement (including without limitation
     Section 7 hereof) applicable to any purchase of a Note for
     which an agreement to purchase exists prior to the
     termination hereof shall survive any termination of this
     Agreement.  If, at the time of any such termination, (i) any
     Purchaser shall own any Notes purchased pursuant to a Terms
     Agreement with the intention of reselling them or (ii) an
     offer to purchase any of the Notes has been accepted by the
     Company but the time of delivery to the purchaser or its
     agent of such Notes has not occurred, the covenants set
     forth in Sections 4 and 6 hereof shall remain in effect for
     such period of time (not exceeding nine months) until such
     Notes are so resold or delivered, as the case may be.

          (b)  Each Terms Agreement shall be subject to
     termination if, in the Purchaser's reasonable judgment, the
     Purchaser's ability to market the Notes shall have been
     materially adversely affected because:  (i) trading in
     securities on the New York Stock Exchange shall have been
     generally suspended by the Commission or by the New York
     Stock Exchange, (ii) a general banking moratorium shall have
     been declared by Federal or New York state authorities,
     (iii) there shall have been a decrease in the ratings of any
     of the Company's debt securities by Moody's or S&P or either
     Moody's or S&P shall have publicly announced that it has any
     of such debt securities under consideration for possible
     downgrade or (iv)(A) a war involving the United States of
     America shall have been declared, (B) any other national
     calamity shall have occurred, or (C) any conflict involving
     the armed forces of the United States of America shall have
     commenced or escalated.

          10.  REPRESENTATIONS AND INDEMNITIES TO SURVIVE.  The
respective agreements, representations, warranties, indemnities
and other statements of the Company or its officers and of you
set forth in or made pursuant to this Agreement will remain in
full force and effect, regardless of any investigation made by or
on behalf of you or the Company or any of the officers, directors
or controlling persons referred to in Section 8 hereof, and will
survive delivery of and payment for the Notes.  The provisions of
the fifth paragraph of Section 2(a) and Sections 4(h) and 8
hereof shall survive the termination or cancellation of this
Agreement.

          11.  NOTICES.   All communications hereunder will be in
writing and effective only on receipt, and, if sent to any of
you, will be delivered or sent by mail, telex or facsimile
transmission to such of you, at the address specified in Schedule
I hereto; or, if sent to the Company, will be delivered or sent
by mail, telex or facsimile transmission to it at 1 Riverside
Plaza, Columbus, Ohio 43215, attention of A. A. Pena, Treasurer.

          12.  SUCCESSORS.  This Agreement will inure to the
benefit of and be binding upon the parties hereto and their
respective successors and the officers and directors and
controlling persons referred to in Section 8 hereof, and no other
person will have any right or obligation hereunder.

          13.  APPLICABLE LAW.  This Agreement will be governed
by and construed in accordance with the laws of the State of New
York.

          14.  EXECUTION OF COUNTERPARTS.  This Agreement may be
executed in several counterparts, each of which shall be regarded
as an original and all of which shall constitute one and the same
document.

     If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed
duplicate hereof, whereupon this letter and your acceptance shall
represent a binding agreement among the Company and you.

                                   Very truly yours,

                                   KENTUCKY POWER COMPANY



                                   By:___________________________
                                             A. A. Pena
                                             Treasurer

The foregoing Agreement is
hereby confirmed and accepted
as of the date hereof.


______________________________

By:___________________________

Its:__________________________


______________________________

By:___________________________

Its:__________________________
<PAGE>
                           SCHEDULE I

COMMISSIONS:

     The Company agrees to pay each Agent a commission equal to
the following percentage of the principal amount of each Note
sold on an agency basis by such Agent:

             Term                       Commission Rate
             ----                       ---------------

From 9 months to less than 1 year

From 1 year to less than 18 months

From 18 months to less than 2 years

From 2 years to less than 3 years

From 3 years to less than 4 years

From 4 years to less than 5 years

From 5 years to less than 6 years

From 6 years to less than 7 years

From 7 years to less than 10 years

From 10 years to less than 15 years

From 15 years to less than 20 years

From 20 years up to and including 42 years

     Unless otherwise specified in the applicable Terms
Agreement, the discount or commission payable to a Purchaser
shall be determined on the basis of the commission schedule set
forth above.

ADDRESS FOR NOTICE TO YOU:

     Notices to ____________________ shall be directed to it at
________________________________________________________________
________________________________________________________________.

     Notices to ____________________ shall be directed to it at
________________________________________________________________
________________________________________________________________.



[H:\FINANCE\KPCO\EDDOCS\S3EXH-1A]


                                                     Exhibit 1(b)


                     KENTUCKY POWER COMPANY

                     Underwriting Agreement

                   Dated ____________________


     AGREEMENT made between KENTUCKY POWER COMPANY, a corporation
organized and existing under the laws of the Commonwealth of
Kentucky (the Company), and the several persons, firms and
corporations (the Underwriters) named in Exhibit 1 hereto.

                           WITNESSETH:

     WHEREAS, the Company proposes to issue and sell $__________
principal amount of its [Debt Securities] to be issued pursuant to
the Indenture dated as of _______________, between the Company and
Bankers Trust Company, as trustee (the Trustee), as supplemented by
the Supplemental Indenture dated as of _______________ between the
Company and the Trustee (said Indenture as so supplemented being
hereafter referred to as the Indenture); and

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

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

     WHEREAS, such registration statement, as it may have been
amended to the date hereof, including the financial statements, the
documents incorporated or deemed incorporated therein by reference
and the exhibits, being herein called the Registration Statement,
and the prospectus, as included or referred to in the Registration
Statement to become effective, as it may be last amended or
supplemented prior to the effectiveness of the agreement (the Basic
Prospectus), and the Basic Prospectus, as supplemented by a
prospectus supplement which includes certain information relating
to the Underwriters, the principal amount, price and terms of
offering, the interest rate and redemption prices of the [Debt
Securities], first filed with the Commission pursuant to the
applicable paragraph of Rule 424(b) of the Commission's General
Rules and Regulations under the Act (the Rules), including all
documents then incorporated or deemed to have been incorporated
therein by reference, being herein call the Prospectus.

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

     1.   PURCHASE AND SALE:  Upon the basis of the warranties and
representations and on the terms and subject to the conditions
herein set forth, the Company agrees to sell to the respective
Underwriters named in Exhibit 1 hereto, severally and not jointly,
and the respective Underwriters, severally and not jointly, agree
to purchase from the Company, the respective principal amounts of
the [Debt Securities] set opposite their names in Exhibit 1 hereto,
together aggregating all of the [Debt Securities], at a price equal
to ______% of the principal amount thereof.

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

     [The delivery of the [Debt Securities] shall be made in fully
registered form, registered in the name of CEDE & CO., to the
offices of The Depository Trust Company in New York, New York and
the Underwriters shall accept such delivery.]
     
     3.   CONDITIONS OF UNDERWRITERS' OBLIGATIONS:  The several
obligations of the Underwriters hereunder are subject to the
accuracy of the warranties and representations on the part of the
Company and to the following other conditions:

          (a)  That all legal proceedings to be taken and all
               legal opinions to be rendered in connection with
               the issue and sale of the [Debt Securities] shall
               be satisfactory in form and substance to Dewey
               Ballantine, counsel to the Underwriters.

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

               (1)  Opinion of Simpson Thacher & Bartlett and
                    either of John M. Adams, Jr., Esq. or Ann B.
                    Graf, Esq., counsel to the Company,
                    substantially in the forms attached hereto as
                    Exhibits A and B;

               (2)  Opinion of Dewey Ballantine, counsel to the
                    Underwriters, substantially in the form
                    attached hereto as Exhibit C.

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

          (d)  That no amendment to the Registration Statement and
               that no prospectus or prospectus supplement of the
               Company relating to the [Debt Securities] and no
               document which would be deemed incorporated in the
               Prospectus by reference filed subsequent to the
               date hereof and prior to the Time of Purchase shall
               contain material information substantially
               different from that contained in the Registration
               Statement which is unsatisfactory in substance to
               the Representative or unsatisfactory in form to
               Dewey Ballantine, counsel to the Underwriters.

          (e)  That, at the Time of Purchase, an appropriate order
               of the Kentucky Public Service Commission,
               necessary to permit the sale of the [Debt
               Securities] to the Underwriters, shall be in
               effect; and that, prior to the Time of Purchase, no
               stop order with respect to the effectiveness of the
               Registration Statement shall have been issued under
               the Act by the Commission or proceedings therefor
               initiated.

          (f)  That, at the Time of Purchase, there shall not have
               been any material adverse change in the business,
               properties or financial condition of the Company
               from that set forth in the Prospectus (other than
               changes referred to in or contemplated by the
               Prospectus), except changes arising from
               transactions in the ordinary course of business,
               none of which individually has, or in the aggregate
               have, had a material adverse effect on the
               business, properties or financial condition of the
               Company, and that the Company shall, at the Time of
               Purchase, have delivered to the Representative a
               certificate of an executive officer of the Company
               to the effect that, to the best of his knowledge,
               information and belief, there has been no such
               change.

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

     4.   CERTAIN COVENANTS OF THE COMPANY:  In further
consideration of the agreements of the Underwriters herein
contained, the Company covenants as follows:

          (a)  As soon as practicable, and in any event within the
               time prescribed by Rule 424 under the Act, to file
               any Prospectus Supplement relating to the [Debt
               Securities] with the Commission; as soon as the
               Company is advised thereof, to advise the
               Representative and confirm the advice in writing of
               any request made by the Commission for amendments
               to the Registration Statement or the Prospectus or
               for additional information with respect thereto or
               of the entry of a stop order suspending the
               effectiveness of the Registration Statement or of
               the initiation or threat of any proceedings for
               that purpose and, if such a stop order should be
               entered by the Commission, to make every reasonable
               effort to obtain the prompt lifting or removal
               thereof.

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

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

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

          (e)  As soon as practicable, the Company will make
               generally available to its security holders and to
               the Underwriters an earnings statement or statement
               of the Company and its subsidiaries which will
               satisfy the provisions of Section 11(a) of the Act
               and Rule 158 under the Act.

          (f)  To use its best efforts to qualify the [Debt
               Securities] for offer and sale under the securities
               or "blue sky" laws of such jurisdictions as the
               Representative may designate within six months
               after the date hereof and itself to pay, or to
               reimburse the Underwriters and their counsel for,
               reasonable filing fees and expenses in connection
               therewith in an amount not exceeding $3,500 in the
               aggregate (including filing fees and expenses paid
               and incurred prior to the effective date hereof),
               provided, however, that the Company shall not be
               required to qualify as a foreign corporation or to
               file a consent to service of process or to file
               annual reports or to comply with any other
               requirements deemed by the Company to be unduly
               burdensome.

          (g)  To pay all expenses, fees and taxes (other than
               transfer taxes on resales of the [Debt Securities]
               by the respective Underwriters) in connection with
               the issuance and delivery of the [Debt Securities],
               except that the Company shall be required to pay
               the fees and disbursements (other than
               disbursements referred to in paragraph (f) of this
               Section 4) of Dewey Ballantine, counsel to the
               Underwriters, only in the events provided in
               paragraph (h) of this Section 4, the Underwriters
               hereby agreeing to pay such fees and disbursements
               in any other event.

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

          (i)  The Company will timely file any certificate
               required by Rule 52 under the Public Utility
               Holding Company Act of 1935 in connection with the
               sale of the [Debt Securities].

          [(j) During the period from the date hereof and
               continuing to and including the earlier of (i) the
               date which is after the Time of Purchase on which
               the distribution of the [Debt Securities] ceases,
               as determined by the Representative in its sole
               discretion, and (ii) the date which is 30 days
               after the Time of Purchase, the Company agrees not
               to offer, sell, contract to sell or otherwise
               dispose of any [Debt Securities] of the Company or
               any substantially similar securities of the Company
               without the consent of the Representative.]

     5.   WARRANTIES OF AND INDEMNITY BY THE COMPANY:  The Company
represents and warrants to, and agrees with you, as set forth
below:

          (a)  the Registration Statement on its effective date
               complied, or was deemed to comply, with the
               applicable provisions of the Act and the rules and
               regulations of the Commission and the Registration
               Statement at its effective date did not, and at the
               Time of Purchase will not, contain any untrue
               statement of a material fact or omit to state a
               material fact required to be stated therein or
               necessary to make the statements therein not
               misleading, and the Basic Prospectus at the time
               that the Registration Statement became effective,
               and the Prospectus when first filed in accordance
               with Rule 424(b) complies, and at the Time of
               Purchase the Prospectus will comply with the
               applicable provisions of the Act and the rules and
               regulations of the Commission, the Basic Prospectus
               at the time that the Registration Statement became
               effective, and the Prospectus when first filed in
               accordance with Rule 424(b) did not, and the
               Prospectus at the Time of Purchase will not,
               contain any untrue statement of a material fact or
               omit to state a material fact required to be stated
               therein or necessary to make the statements
               therein, in the light of the circumstances under
               which they were made, not misleading, except that
               the Company makes no warranty or representation to
               the Underwriters with respect to any statements or
               omissions made in the Registration Statement or
               Prospectus in reliance upon and in conformity with
               information furnished in writing to the Company by,
               or through the Representative on behalf of, any
               Underwriter expressly for use in the Registration
               Statement, the Basic Prospectus or Prospectus, or
               to any statements in or omissions from that part of
               the Registration Statement that shall constitute
               the Statement of Eligibility under the Trust
               Indenture Act of 1939 of any indenture trustee
               under an indenture of the Company.

          (b)  As of the Time of Purchase, the Indenture will have
               been duly authorized by the Company and duly
               qualified under the Trust Indenture Act of 1939, as
               amended, and, when executed and delivered by the
               Trustee and the Company, will constitute a legal,
               valid and binding instrument enforceable against
               the Company in accordance with its terms and such
               [Debt Securities] will have been duly authorized,
               executed, authenticated and, when paid for by the
               purchasers thereof, will constitute legal, valid
               and binding obligations of the Company entitled to
               the benefits of the Indenture, except as the
               enforceability thereof may be limited by
               bankruptcy, insolvency, or other similar laws
               affecting the enforcement of creditors' rights in
               general, and except as the availability of the
               remedy of specific performance is subject to
               general principles of equity (regardless of whether
               such remedy is sought in a proceeding in equity or
               at law), and by an implied covenant of good faith
               and fair dealing.

          (c)  To the extent permitted by law, to indemnify and
               hold you harmless and each person, if any, who
               controls you within the meaning of Section 15 of
               the Act, against any and all losses, claims,
               damages or liabilities, joint or several, to which
               you, they or any of you or them may become subject
               under the Act or otherwise, and to reimburse you
               and such controlling person or persons, if any, for
               any legal or other expenses incurred by you or them
               in connection with defending any action, insofar as
               such losses, claims, damages, liabilities or
               actions arise out of or are based upon any alleged
               untrue statement or untrue statement of a material
               fact contained in either Registration Statement, in
               the Basic Prospectus, or in the Prospectus, or if
               the Company shall furnish or cause to be furnished
               to you any amendments or any supplemental
               information, in the Prospectus as so amended or
               supplemented other than amendments or supplements
               relating solely to securities other than the Notes
               (provided that if such Prospectus or such
               Prospectus, as amended or supplemented, is used
               after the period of time referred to in Section
               4(b) hereof, it shall contain such amendments or
               supplements as the Company deems necessary to
               comply with Section 10(a) of the Act), or arise out
               of or are based upon any alleged omission or
               omission to state therein a material fact required
               to be stated therein or necessary to make the
               statements therein not misleading, except insofar
               as such losses, claims, damages, liabilities or
               actions arise out of or are based upon any such
               alleged untrue statement or omission, or untrue
               statement or omission which was made in either
               Registration Statement, in the Basic Prospectus or
               in the Prospectus, or in the Prospectus as so
               amended or supplemented, in reliance upon and in
               conformity with information furnished in writing to
               the Company by or through you expressly for use
               therein or with any statements in or omissions from
               that part of the Registration Statement that shall
               constitute the Statement of Eligibility under the
               Trust Indenture Act, of any indenture trustee under
               an indenture of the Company, and except that this
               indemnity shall not inure to your benefit (or of
               any person controlling you) on account of any
               losses, claims, damages, liabilities or actions
               arising from the sale of the Notes to any person if
               such loss arises from the fact that a copy of the
               Prospectus, as the same may then be supplemented or
               amended to the extent such Prospectus was provided
               to you by the Company (excluding, however, any
               document then incorporated or deemed incorporated
               therein by reference), was not sent or given by you
               to such person with or prior to the written
               confirmation of the sale involved and the alleged
               omission or alleged untrue statement or omission or
               untrue statement was corrected in the Prospectus as
               supplemented or amended at the time of such
               confirmation.  You agree promptly after the receipt
               by you of written notice of the commencement of any
               action in respect to which indemnity from the
               Company on account of its agreement contained in
               this Section 5(c) may be sought by you, or by any
               person controlling you, to notify the Company in
               writing of the commencement thereof, but your
               omission so to notify the Company of any such
               action shall not release the Company from any
               liability which it may have to you or to such
               controlling person otherwise than on account of the
               indemnity agreement contained in this Section 8(a). 
               In case any such action shall be brought against
               you or any such person controlling you and you
               shall notify the Company of the commencement
               thereof, as above provided, the Company shall be
               entitled to participate in, and, to the extent that
               it shall wish, including the selection of counsel
               (such counsel to be reasonably acceptable to the
               indemnified party), to direct the defense thereof
               at its own expense.  In case the Company elects to
               direct such defense and select such counsel
               (hereinafter, "Company's counsel"), you or any
               controlling person shall have the right to employ
               your own counsel, but, in any such case, the fees
               and expenses of such counsel shall be at your
               expense unless (i) the Company has agreed in
               writing to pay such fees and expenses or (ii) the
               named parties to any such action (including any
               impleaded parties) include both you or any
               controlling person and the Company and you or any
               controlling person shall have been advised by your
               counsel that a conflict of interest between the
               Company and you or any controlling person may arise
               (and the Company's counsel shall have concurred
               with such advice) and for this reason it is not
               desirable for the Company's counsel to represent
               both the indemnifying party and the indemnified
               party (it being understood, however, that the
               Company shall not, in connection with any one such
               action or separate but substantially similar or
               related actions in the same jurisdiction arising
               out of the same general allegations or
               circumstances, be liable for the reasonable fees
               and expenses of more than one separate firm of
               attorneys for you or any controlling person (plus
               any local counsel retained by you or any
               controlling person in their reasonable judgment),
               which firm (or firms) shall be designated in
               writing by you or any controlling person).  The
               Company shall not be liable in the event of any
               settlement of any such action effected without its
               consent.

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

     6.   WARRANTIES OF AND INDEMNITY BY UNDERWRITERS:

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

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

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

     7.   DEFAULT OF UNDERWRITERS:  If any Underwriter under this
Agreement shall fail or refuse (otherwise than for some reason
sufficient to justify, in accordance with the terms hereof, the
cancellation or termination of its obligations hereunder) to
purchase and pay for the principal amount of [Debt Securities]
which it has agreed to purchase and pay for hereunder, and the
aggregate principal amount of [Debt Securities] which such
defaulting Underwriter or Underwriters agreed but failed or refused
to purchase is not more than one-tenth of the aggregate principal
amount of the [Debt Securities], the other Underwriters shall be
obligated severally in the proportions which the amounts of [Debt
Securities] set forth opposite their names in Exhibit 1 hereto bear
to the aggregate principal amount of [Debt Securities] set forth
opposite the names of all such non-defaulting Underwriters, to
purchase the [Debt Securities] which such defaulting Underwriter or
Underwriters agreed but failed or refused to purchase on the terms
set forth herein; provided that in no event shall the principal
amount of [Debt Securities] which any Underwriter has agreed to
purchase pursuant to Section 1 hereof be increased pursuant to this
Section 7 by an amount in excess of one-ninth of such principal
amount of [Debt Securities] without the written consent of such
Underwriter.  If any Underwriter or Underwriters shall fail or
refuse to purchase [Debt Securities] and the aggregate principal
amount of [Debt Securities] with respect to which such default
occurs is more than one-tenth of the aggregate principal amount of
the [Debt Securities] then the Company shall have the right (a) to
require such non-defaulting Underwriters to purchase and pay for
the respective principal amounts of [Debt Securities] that they had
severally agreed to purchase hereunder, as hereinabove provided,
and, in addition, the principal amount of [Debt Securities] that
the defaulting Underwriter or Underwriters shall have so failed to
purchase up to a principal amount thereof equal to one-ninth of the
respective principal amounts of [Debt Securities] that such non-
defaulting Underwriters have otherwise agreed to purchase
hereunder, and/or (b) to procure one or more others, members of the
National Association of Securities Dealers (NASD) (or, if not
members of the NASD, who are foreign banks, dealers or institutions
not registered under the Securities Exchange Act of 1934 and who
agree in making sales to comply with the NASD's Rules of Fair
Practice), to purchase or agree to purchase, upon the terms herein
set forth, the principal amount of such [Debt Securities] that such
defaulting Underwriter or Underwriters had agreed to purchase, or
that portion thereof that the remaining Underwriters shall not be
obligated to purchase pursuant to the foregoing clause (a).  In the
event the Company shall exercise its rights under clause (a) and/or
(b) above, the Company shall give written notice thereof to the
Underwriters within 24 hours (excluding any Saturday, Sunday or
legal holiday) of the time when the Company learns of the failure
or refusal of any Underwriter or Underwriters to purchase and pay
for its respective principal amount of [Debt Securities], and
thereupon the Time of Purchase shall be postponed for a period not
to exceed five full business days, as the Company shall determine. 
In the event the Company shall be entitled to but shall not elect
(within the time period specified above) to exercise its rights
under clause (a) and/or (b), then this Agreement shall terminate. 
In the event of any such termination, the Company shall not be
under any liability to any Underwriter (except to the extent, if
any, provided in Section 4(h) hereof), nor shall any Underwriter
(other than an Underwriter who shall have failed or refused to
purchase the [Debt Securities] without some reason sufficient to
justify, in accordance with the terms hereof, its termination of
its obligations hereunder) be under any liability to the Company or
any other Underwriter.

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

     8.   TERMINATION OF AGREEMENT BY THE UNDERWRITERS:  This
Agreement may be terminated at any time prior to the Time of
Purchase by the Representative if, after the execution and delivery
of this Agreement and prior to the Time of Purchase, in the
Representative's reasonable judgment, the Underwriters' ability to
market the [Debt Securities] shall have been materially adversely
affected because:

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

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

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

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

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

     9.   NOTICES:  All notices hereunder shall, unless otherwise
expressly provided, be in writing and be delivered at or mailed to
the following addresses or by telex or facsimile transmission
confirmed in writing to the following addresses:  if to the
Underwriters, to _______________________________________________,
as Representative, _____________________________________________,
and, if to the Company, to Kentucky Power Company, c/o American
Electric Power Service Corporation, 1 Riverside Plaza, Columbus,
Ohio 43215, attention of A. A. Pena, Treasurer, (fax 614/223-1687).

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

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

     12.  CONDITIONS OF THE COMPANY'S OBLIGATIONS:  The obligations
of the Company hereunder are subject to the Underwriters'
performance of their obligations hereunder, and the further
condition that at the Time of Purchase the Kentucky Public Service
Commission shall have issued an appropriate order, and such order
shall remain in full force and effect, authorizing the transactions
contemplated hereby.

     13.  APPLICABLE LAW:  This Agreement will be governed and
construed in accordance with the laws of the State of New York.

     14.  EXECUTION OF COUNTERPARTS:  This Agreement may be
executed in several counterparts, each of which shall be regarded
as an original and all of which shall constitute one and the same
document.

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

                                   KENTUCKY POWER COMPANY


                                   By:____________________________
                                             A. A. Pena
                                             Treasurer


___________________________________
       as Representative
and on behalf of the Underwriters
   named in Exhibit 1 hereto


By:____________________________


[H:\FINANCE\KPCO\EDDOCS\S3EXH-1B]
<PAGE>
                            EXHIBIT 1

          Name                                    Principal Amount
          ----                                    ----------------


                                                     Exhibit 4(a)









                     KENTUCKY POWER COMPANY


                               AND


                     BANKERS TRUST COMPANY,


                           AS TRUSTEE


                      --------------------


                            INDENTURE


                 Dated as of ____________, 1997


                      --------------------
<PAGE>
                      CROSS-REFERENCE TABLE


    Section of
Trust Indenture Act                              Section of
of 1939, as amended                               Indenture
- -------------------                              ----------
310(a) . . . . . . . . . . . . . . . . . . . . . .  7.09
310(b) . . . . . . . . . . . . . . . . . . . . . .  7.08
       . . . . . . . . . . . . . . . . . . . . . .  7.10
310(c) . . . . . . . . . . . . . . . . . . . . .Inapplicable
311(a) . . . . . . . . . . . . . . . . . . . . . .  7.13
311(b) . . . . . . . . . . . . . . . . . . . . . .  7.13
311(c) . . . . . . . . . . . . . . . . . . . . .Inapplicable
312(a) . . . . . . . . . . . . . . . . . . . . . .  5.01
       . . . . . . . . . . . . . . . . . . . . . .  5.02(a)
312(b) . . . . . . . . . . . . . . . . . . . . . .  5.02(c)
       . . . . . . . . . . . . . . . . . . . . . .  5.02(d)
312(c) . . . . . . . . . . . . . . . . . . . . . .  5.02(e)
313(a) . . . . . . . . . . . . . . . . . . . . . .  5.04(a)
313(b) . . . . . . . . . . . . . . . . . . . . . .  5.04(b)
313(c) . . . . . . . . . . . . . . . . . . . . . .  5.04(a)
       . . . . . . . . . . . . . . . . . . . . . .  5.04(b)
313(d) . . . . . . . . . . . . . . . . . . . . . .  5.04(c)
314(a) . . . . . . . . . . . . . . . . . . . . . .  5.03
314(b) . . . . . . . . . . . . . . . . . . . . .Inapplicable
314(c) . . . . . . . . . . . . . . . . . . . . . . 13.06(a)
314(d) . . . . . . . . . . . . . . . . . . . . .Inapplicable
314(e) . . . . . . . . . . . . . . . . . . . . . . 13.06(b)
314(f) . . . . . . . . . . . . . . . . . . . . .Inapplicable
315(a) . . . . . . . . . . . . . . . . . . . . . .  7.01(a)
       . . . . . . . . . . . . . . . . . . . . . .  7.02
315(b) . . . . . . . . . . . . . . . . . . . . . .  6.07
315(c) . . . . . . . . . . . . . . . . . . . . . .  7.01(a)
315(d) . . . . . . . . . . . . . . . . . . . . . .  7.01(b)
315(e) . . . . . . . . . . . . . . . . . . . . . .  6.08
316(a) . . . . . . . . . . . . . . . . . . . . . .  6.06
      . . . . . . . . . . . . . . . . . . . . . .   8.04
316(b) . . . . . . . . . . . . . . . . . . . . . .  6.04
316(c) . . . . . . . . . . . . . . . . . . . . . .  8.01
317(a) . . . . . . . . . . . . . . . . . . . . . .  6.02
317(b) . . . . . . . . . . . . . . . . . . . . . .  4.03
318(a) . . . . . . . . . . . . . . . . . . . . . . 13.08
<PAGE>
                        TABLE OF CONTENTS

     This Table of Contents does not constitute part of the
     Indenture and should not have any bearing upon the
     interpretation of any of its terms or provisions

                            RECITALS:

     Purpose of Indenture. . . . . . . . . . . . . . . . . . . .1
     Compliance with legal requirements. . . . . . . . . . . . .1
     Purpose of and consideration for Indenture. . . . . . . . .1

ARTICLE ONE - DEFINITIONS

     Section 1.01
          Certain terms defined, other terms defined in the
          Trust Indenture Act of 1939, as amended, or by
          reference therein in the Securities Act of 1933, as
          amended, to have the meanings assigned therein
               Affiliate . . . . . . . . . . . . . . . . . . . .2
               Authenticating Agent. . . . . . . . . . . . . . .2
               Authorized Officer. . . . . . . . . . . . . . . .2
               Board of Directors. . . . . . . . . . . . . . . .3
               Board Resolution. . . . . . . . . . . . . . . . .3
               Business Day. . . . . . . . . . . . . . . . . . .3
               Certificate . . . . . . . . . . . . . . . . . . .3
               Commission. . . . . . . . . . . . . . . . . . . .3
               Company . . . . . . . . . . . . . . . . . . . . .3
               Company Order . . . . . . . . . . . . . . . . . .3
               Corporate Trust Office. . . . . . . . . . . . . .4
               Default . . . . . . . . . . . . . . . . . . . . .4
               Depository. . . . . . . . . . . . . . . . . . . .4
               Discount Security . . . . . . . . . . . . . . . .4
               Dollar. . . . . . . . . . . . . . . . . . . . . .4
               Eligible Obligations. . . . . . . . . . . . . . .4
               Event of Default. . . . . . . . . . . . . . . . .4
               Global Security . . . . . . . . . . . . . . . . .5
               Governmental Obligations. . . . . . . . . . . . .5
               Governmental Authority. . . . . . . . . . . . . .5
               Indenture . . . . . . . . . . . . . . . . . . . .5
               Instructions. . . . . . . . . . . . . . . . . . .6
               Interest  . . . . . . . . . . . . . . . . . . . .6
               Interest Payment Date . . . . . . . . . . . . . .6
               Officers' Certificate . . . . . . . . . . . . . .6
               Opinion of Counsel. . . . . . . . . . . . . . . .6
               Outstanding . . . . . . . . . . . . . . . . . . .6
               Periodic Offering . . . . . . . . . . . . . . . .7
               Person. . . . . . . . . . . . . . . . . . . . . .7
               Place of Payment. . . . . . . . . . . . . . . . .7
               Predecessor Security. . . . . . . . . . . . . . .7
               Responsible Officer . . . . . . . . . . . . . . .7
               Security. . . . . . . . . . . . . . . . . . . . .8
               Securityholder. . . . . . . . . . . . . . . . . .8
               Series. . . . . . . . . . . . . . . . . . . . . .8
               Tranche . . . . . . . . . . . . . . . . . . . . .8
               Trustee . . . . . . . . . . . . . . . . . . . . .8
               Trust Indenture Act . . . . . . . . . . . . . . .8
               United States . . . . . . . . . . . . . . . . . .9

ARTICLE TWO - ISSUE, DESCRIPTION, TERMS, EXECUTION,
REGISTRATION AND EXCHANGE OF SECURITIES

     Section 2.01
          Designation, terms, amount, authentication
          and delivery of Securities . . . . . . . . . . . . . .9

     Section 2.02
          Form of Security and Trustee's certificate . . . . . 10

     Section 2.03
          Date and denominations of Securities, and
          provisions for payment of principal,
          premium and interest . . . . . . . . . . . . . . . . 11

     Section 2.04
          Execution of Securities. . . . . . . . . . . . . . . 13

     Section 2.05
          Exchange of Securities . . . . . . . . . . . . . . . 15
          (a)  Registration and transfer of Securities . . . . 15
          (b)  Security Register; Securities to be accom-
               panied by proper instruments of transfer. . . . 15
          (c)  Charges upon exchange, transfer or
               registration of Securities. . . . . . . . . . . 15
          (d)  Restrictions on transfer or exchange
               at time of redemption . . . . . . . . . . . . . 16

     Section 2.06
          Temporary Securities . . . . . . . . . . . . . . . . 16

     Section 2.07
          Mutilated, destroyed, lost or stolen Securities. . . 16

     Section 2.08
          Cancellation of surrendered Securities . . . . . . . 17

     Section 2.09
          Provisions of Indenture and Securities for sole
          benefit of parties and Securityholders . . . . . . . 18

     Section 2.10
          Appointment of Authenticating Agent. . . . . . . . . 18

     Section 2.11
          Global Security. . . . . . . . . . . . . . . . . . . 19
          (a)  Authentication and Delivery; Legend . . . . . . 19
          (b)  Transfer of Global Security . . . . . . . . . . 19
          (c)  Issuance of Securities in Definitive Form . . . 19

     Section 2.12
          Payment in Proper Currency . . . . . . . . . . . . . 20

     Section 2.13
          Identification of Securities . . . . . . . . . . . . 20

ARTICLE THREE - REDEMPTION OF SECURITIES AND
SINKING FUND PROVISIONS

     Section 3.01
          Redemption of Securities . . . . . . . . . . . . . . 20

     Section 3.02
          (a)  Notice of redemption. . . . . . . . . . . . . . 21
          (b)  Selection of Securities in case less than
               all Securities to be redeemed . . . . . . . . . 22

     Section 3.03
          (a)  When Securities called for redemption
               become due and payable. . . . . . . . . . . . . 22
          (b)  Receipt of new Security upon partial payment. . 23

     Section 3.04
          Sinking Fund for Securities. . . . . . . . . . . . . 23

     Section 3.05
          Satisfaction of Sinking Fund Payments with
          Securities . . . . . . . . . . . . . . . . . . . . . 23

     Section 3.06
          Redemption of Securities for Sinking Fund. . . . . . 23

ARTICLE FOUR - PARTICULAR COVENANTS OF THE COMPANY

     Section 4.01
          Payment of principal (and premium if any)
          and interest on Securities . . . . . . . . . . . . . 24

     Section 4.02
          Maintenance of office or agency for payment of
          Securities, designation of office or agency for
          payment, registration, transfer and exchange
          of Securities. . . . . . . . . . . . . . . . . . . . 24

     Section 4.03
          (a)  Duties of paying agent. . . . . . . . . . . . . 25
          (b)  Company as paying agent . . . . . . . . . . . . 25
          (c)  Holding sums in trust . . . . . . . . . . . . . 26

     Section 4.04
          Appointment to fill vacancy in office of Trustee . . 26

     Section 4.05
          Restriction on consolidation, merger or sale . . . . 26

ARTICLE FIVE - SECURITYHOLDERS' LISTS AND REPORTS
BY THE COMPANY AND THE TRUSTEE

     Section 5.01
          Company to furnish Trustee information as to
          names and addresses of Securityholders . . . . . . . 26

     Section 5.02
          (a)  Trustee to preserve information as to
               names and addresses of Securityholders
               received by it in capacity of paying agent. . . 26
          (b)  Trustee may destroy list of Security-
               holders on certain conditions . . . . . . . . . 27
          (c)  Trustee to make information as to names
               and addresses of Securityholders available
               to "applicants" to mail communications to
               Securityholders in certain circumstances. . . . 27
          (d)  Procedure if Trustee elects not to make
               information available to applicants . . . . . . 27
          (e)  Company and Trustee not accountable
               for disclosure of information . . . . . . . . . 28

     Section 5.03
          (a)  Annual and other reports to be filed by
               Company with Trustee. . . . . . . . . . . . . . 28
          (b)  Additional information and reports to be
               filed with Trustee and Securities and
               Exchange Commission . . . . . . . . . . . . . . 28
          (c)  Summaries of information and reports to be
               transmitted by Company to Securityholders . . . 29
          (d)  Annual Certificate to be furnished
               to Trustee. . . . . . . . . . . . . . . . . . . 29
          (e)  Effect of Delivery to Trustee . . . . . . . . . 29

     Section 5.04
          (a)  Trustee to transmit annual report
               to Securityholders. . . . . . . . . . . . . . . 29
          (b)  Trustee to transmit certain further
               reports to Securityholders. . . . . . . . . . . 30
          (c)  Copies of reports to be filed with
               stock exchanges and Securities and
               Exchange Commission . . . . . . . . . . . . . . 31

ARTICLE SIX - REMEDIES OF THE TRUSTEE AND
SECURITYHOLDERS ON EVENT OF DEFAULT

     Section 6.01
          (a)  Events of default defined . . . . . . . . . . . 31
          (b)  Acceleration of maturity upon
               Event of Default. . . . . . . . . . . . . . . . 32
          (c)  Waiver of default and rescission of
               declaration of maturity . . . . . . . . . . . . 32
          (d)  Restoration of former position and
               rights upon curing default. . . . . . . . . . . 33

     Section 6.02
          (a)  Covenant of Company to pay to Trustee
               whole amount due on Securities on default
               in payment of interest or principal
               (and premium, if any) . . . . . . . . . . . . . 33
          (b)  Trustee may recover judgment for whole
               amount due on Securities on failure of
               Company to pay. . . . . . . . . . . . . . . . . 33
          (c)  Billing of proof of claim by Trustee in 
               bankruptcy, reorganization or receivership
               proceeding. . . . . . . . . . . . . . . . . . . 34
          (d)  Rights of action and of asserting claims
               may be enforced by Trustee without
               possession of Securities. . . . . . . . . . . . 34

     Section 6.03
          Application of monies collected by Trustee . . . . . 35

     Section 6.04
          Limitation on suits by holders of Securities . . . . 35

     Section 6.05
          (a)  Remedies Cumulative . . . . . . . . . . . . . . 36
          (b)  Delay or omission in exercise of rights
               not waiver of default . . . . . . . . . . . . . 36

     Section 6.06
          Rights of holders of majority in principal
          amount of Securities to direct trustee and
          to waive defaults. . . . . . . . . . . . . . . . . . 36

     Section 6.07
          Trustees to give notice of defaults known to 
          it, but may withhold in certain circumstances. . . . 37

     Section 6.08
          Requirements of an undertaking to pay costs
          in certain suits under Indenture or against
          Trustee. . . . . . . . . . . . . . . . . . . . . . . 38

ARTICLE SEVEN - CONCERNING THE TRUSTEE

     Section 7.01
          (a)  Upon Event of Default occurring and
               continuing, Trustee shall exercise powers
               vested in it, and use same degree of care
               and skill in their exercise, as prudent
               individual will use . . . . . . . . . . . . . . 38
          (b)  Trustee not relieved from liability for
               negligence or willful misconduct except
               as provided in this section . . . . . . . . . . 39
               (1)  Prior to Event of Default and
                    after the curing of all Events of
                    Default which may have occurred
                    (i)  Trustee not liable except for
                         performance of duties specifically
                         set forth
                    (ii) In absence of bad faith, Trustee
                         may conclusively rely on
                         certificates or opinions furnished
                         it hereunder,subject to duty to
                         examine the same if specifically
                         required to be furnished to it
               (2)  Trustee not liable for error of judgment made
                    in good faith by Responsible Officer unless
                    Trustee negligent
               (3)  Trustee not liable for action or non-action
                    in accordance with direction of holders of
                    majority in principal amount of Securities
               (4)  Trustee need not expend own funds without
                    adequate indemnity

     Section 7.02
          Subject to provisions of Section 7.01:
          (a)  Trustee may rely on documents believed
               genuine and properly signed or presented. . . . 40
          (b)  Sufficient evidence by certain
               instruments provided for. . . . . . . . . . . . 40
          (c)  Trustee may consult with counsel and act
               on advice or Opinion of Counsel . . . . . . . . 40
          (d)  Trustee may require indemnity from
               Securityholders . . . . . . . . . . . . . . . . 40
          (e)  Trustee not liable for actions in good
               faith believed to be authorized . . . . . . . . 41
          (f)  Trustee not bound to investigate facts or
               matters stated in certificates, etc. unless
               requested in writing by Securityholders . . . . 41
          (g)  Trustee may perform duties directly or
               through agents or attorneys . . . . . . . . . . 41
          (h)  Permissive rights of Trustee. . . . . . . . . . 41

     Section 7.03
          (a)  Trustee not liable for recitals in
               Indenture or in Securities. . . . . . . . . . . 41
          (b)  No representations by Trustee as to
               validity or Indenture or of Securities. . . . . 41
          (c)  Trustee not accountable for use of
               Securities or proceeds. . . . . . . . . . . . . 41

     Section 7.04
          Trustee, paying agent or Security
          Registrar may own Security . . . . . . . . . . . . . 42

     Section 7.05
          Monies received by Trustee to be held
          in Trust without interest. . . . . . . . . . . . . . 42

     Section 7.06
          (a)  Trustee entitled to compensation,
               reimbursement and indemnity . . . . . . . . . . 42
          (b)  Obligations to Trustee to be secured by
               lien prior to Securities. . . . . . . . . . . . 42
          (c)  Nature of Expenses. . . . . . . . . . . . . . . 43
          (d)  Survival of Obligations . . . . . . . . . . . . 43

     Section 7.07
          Right of Trustee to rely on certificate
          of officers of Company where no other
          evidence specifically prescribed . . . . . . . . . . 43

     Section 7.08
          Trustee acquiring conflicting interest
          to eliminate conflict or resign. . . . . . . . . . . 43

     Section 7.09
          Requirements for eligibility of trustee. . . . . . . 43

     Section 7.10
          (a)  Resignation of Trustee and appointment
               of successor. . . . . . . . . . . . . . . . . . 44
          (b)  Removal of Trustee by Company or by
               court on Securityholders' application . . . . . 45
          (c)  Removal of Trustee by holders of majority
               in principal amount of Securities . . . . . . . 45
          (d)  Time when resignation or removal
               of Trustee effective. . . . . . . . . . . . . . 45
          (e)  One Trustee for each series . . . . . . . . . . 45

     Section 7.11
          (a)  Acceptance by successor Trustee . . . . . . . . 45
          (b)  Trustee with respect to less than all series. . 45
          (c)  Company to confirm Trustee's rights . . . . . . 46
          (d)  Successor Trustee to be qualified . . . . . . . 46
          (e)  Notice of succession. . . . . . . . . . . . . . 46

     Section 7.12
          Successor to Trustee by merger, consolidation
          of succession to business. . . . . . . . . . . . . . 47

     Section 7.13
          Limitations on rights of Trustee as a creditor
          to obtain payment of certain claims. . . . . . . . . 47

ARTICLE EIGHT - CONCERNING THE SECURITYHOLDERS

     Section 8.01
          Evidence of action by Securityholders. . . . . . . . 47

     Section 8.02
          Proof of execution of instruments and of
          holding of Securities. . . . . . . . . . . . . . . . 48

     Section 8.03
          Who may be deemed owners of Securities . . . . . . . 48

     Section 8.04
          Securities owned by Company or controlled
          or controlling companies disregarded for
          certain purposes . . . . . . . . . . . . . . . . . . 48

     Section 8.05
          Instruments executed by Securityholders
          bind future holders. . . . . . . . . . . . . . . . . 49

ARTICLE NINE - SUPPLEMENTAL INDENTURES

     Section 9.01
          Purposes for which supplemental indenture may be
          entered into without consent of Securityholders. . . 49

     Section 9.02
          Modification of Indenture with consent of
          Securityholders. . . . . . . . . . . . . . . . . . . 52

     Section 9.03
          Effect of supplemental indentures. . . . . . . . . . 53

     Section 9.04
          Securities may bear notation of changes
          by supplemental indentures . . . . . . . . . . . . . 54

     Section 9.05
          Opinion of Counsel . . . . . . . . . . . . . . . . . 54

ARTICLE TEN - CONSOLIDATION, MERGER AND SALE

     Section 10.01
          Consolidations or mergers of Company and sales
          or conveyances of property of Company permitted. . . 54

     Section 10.02
          (a)  Rights and duties of successor company. . . . . 55
          (b)  Appropriate changes may be made in
               phraseology and form of Securities. . . . . . . 55
          (c)  Company may consolidate or merge into itself
               or acquire properties of other corporations . . 55

     Section 10.03
          Opinion of Counsel . . . . . . . . . . . . . . . . . 56

ARTICLE ELEVEN - DEFEASANCE AND CONDITIONS TO DEFEASANCE;
UNCLAIMED MONIES

     Section 11.01
          Defeasance and conditions to defeasance. . . . . . . 56

     Section 11.02
          Application by Trustee of funds deposited
          for payment of Securities. . . . . . . . . . . . . . 57

     Section 11.03
          Repayment of monies held by paying agent . . . . . . 57

     Section 11.04
          Repayment of monies held by Trustee. . . . . . . . . 58

     Section 11.05
          Delivery of Officer's Certificate and Opinion
          of Counsel . . . . . . . . . . . . . . . . . . . . . 58

ARTICLE TWELVE - IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
OFFICERS AND DIRECTORS

     Section 12.01
          Incorporators, Stockholders, officers and
          directors of Company exempt from individual
          liability. . . . . . . . . . . . . . . . . . . . . . 58

ARTICLE THIRTEEN - MISCELLANEOUS PROVISIONS

     Section 13.01
          Successors and assigns of Company bound
          by Indenture . . . . . . . . . . . . . . . . . . . . 59

     Section 13.02
          Acts of board, committee or officer of
          successor company valid. . . . . . . . . . . . . . . 59

     Section 13.03
          Surrender of powers by Company . . . . . . . . . . . 59

     Section 13.04
          Required notices or demands may by served
          by mail. . . . . . . . . . . . . . . . . . . . . . . 59

     Section 13.05
          Indenture and Securities to be construed in
          accordance with laws of the State of New York. . . . 59

     Section 13.06
          (a)  Officers' Certificate and Opinion of
               Counsel to be furnished upon applications
               or demands by company . . . . . . . . . . . . . 60
          (b)  Statements to be included in each
               certificate or opinion with respect
               to compliance with condition or covenant. . . . 60

     Section 13.07
          Payments due on non-Business Days. . . . . . . . . . 60

     Section 13.08
          Provisions required by Trust Indenture
          Act of 1939 to control . . . . . . . . . . . . . . . 60

     Section 13.09
          Indenture may be executed in counterparts. . . . . . 60

     Section 13.10
          Separability of Indenture provisions . . . . . . . . 60

     Section 13.11
          Assignment by Company to subsidiary. . . . . . . . . 61

     Section 13.12
          Headings . . . . . . . . . . . . . . . . . . . . . . 61

     Section 13.13
          Securities in Foreign Currencies . . . . . . . . . . 61

ACCEPTANCE OF TRUST BY TRUSTEE . . . . . . . . . . . . . . . . 62

TESTIMONIUM. . . . . . . . . . . . . . . . . . . . . . . . . . 62

SIGNATURES AND SEALS . . . . . . . . . . . . . . . . . . . . . 62

ACKNOWLEDGEMENTS . . . . . . . . . . . . . . . . . . . . . . . 63
<PAGE>
     THIS INDENTURE, dated as of the ___ day of September, 1997,
between KENTUCKY POWER COMPANY, a corporation duly organized and
existing under the laws of the Commonwealth of Kentucky
(hereinafter sometimes referred to as the "Company"), and BANKERS
TRUST COMPANY, a corporation of the State of New York, as trustee
(hereinafter sometimes referred to as the "Trustee"):

     WHEREAS, for its lawful corporate purposes, the Company has
duly authorized the execution and delivery of this Indenture to
provide for the issuance of unsecured promissory notes or other
evidences of indebtedness (hereinafter referred to as the
"Securities"), in an unlimited aggregate principal amount to be
issued from time to time in one or more series as in this
Indenture provided, as registered Securities without coupons, to
be authenticated by the certificate of the Trustee, and which
will rank pari passu with all other unsecured and unsubordinated
debt of the Company;

     WHEREAS, to provide the terms and conditions upon which the
Securities are to be authenticated, issued and delivered, the
Company has duly authorized the execution of this Indenture;

     WHEREAS, the Securities and the certificate of
authentication to be borne by the Securities (the "Certificate of
Authentication") are to be substantially in such forms as may be
approved by a Company Order (as defined below), or set forth in
this Indenture or in any indenture supplemental to this
Indenture;

     AND WHEREAS, all acts and things necessary to make the
Securities issued pursuant hereto, when executed by the Company
and authenticated and delivered by the Trustee as in this
Indenture provided, the valid, binding and legal obligations of
the Company, and to constitute these presents a valid indenture
and agreement according to its terms, have been done and
performed or will be done and performed prior to the issuance of
such Securities, and the execution of this Indenture has been and
the issuance hereunder of the Securities has been or will be
prior to issuance in all respects duly authorized, and the
Company, in the exercise of the legal right and power in it
vested, executes this Indenture and proposes to make, execute,
issue and deliver the Securities;

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     That in order to declare the terms and conditions upon which
the Securities are and are to be authenticated, issued and
delivered, and in consideration of the premises, of the purchase
and acceptance of the Securities by the holders thereof and of
the sum of one dollar ($1.00) to it duly paid by the Trustee at
the execution of these presents, the receipt whereof is hereby
acknowledged, the Company covenants and agrees with the Trustee,
for the equal and proportionate benefit (subject to the
provisions of this Indenture) of the respective holders from time
to time of the Securities, without any discrimination, preference
or priority of any one Security over any other by reason of
priority in the time of issue, sale or negotiation thereof, or
otherwise, except as provided herein, as follows:


                           ARTICLE ONE
                           DEFINITIONS

     SECTION 1.01.  The terms defined in this Section (except as
in this Indenture otherwise expressly provided or unless the
context otherwise requires) for all purposes of this Indenture,
any Company Order, any Board Resolution, and any indenture
supplemental hereto shall have the respective meanings specified
in this Section.  All other terms used in this Indenture which
are defined in the Trust Indenture Act of 1939, as amended, or
which are by reference in such Act defined in the Securities Act
of 1933, as amended (except as herein otherwise expressly
provided or unless the context otherwise requires), shall have
the meanings assigned to such terms in said Trust Indenture Act
and in said Securities Act as in force at the date of the
execution of this instrument.

Affiliate:

The term "Affiliate" of the Company shall mean any company at
least a majority of whose outstanding voting stock shall at the
time be owned by the Company, or by one or more direct or
indirect subsidiaries of or by the Company and one or more direct
or indirect subsidiaries of the Company.  For the purposes only
of this definition of the term "Affiliate", the term "voting
stock", as applied to the stock of any company, shall mean stock
of any class or classes having ordinary voting power for the
election of a majority of the directors of such company, other
than stock having such power only by reason of the occurrence of
a contingency.

Authenticating Agent:

The term "Authenticating Agent" shall mean an authenticating
agent with respect to all or any of the series of Securities, as
the case may be, appointed with respect to all or any series of
the Securities, as the case may be, by the Trustee pursuant to
Section 2.10.

Authorized Officer:

The term "Authorized Officer" shall mean the Chairman of the
Board, the President, any Vice President, the Treasurer, any
Assistant Treasurer or any other officer or agent of the Company
duly authorized by the Board of Directors to act in respect of
matters relating to this Indenture.

Board of Directors or Board:

The term "Board of Directors" or "Board" shall mean the Board of
Directors of the Company, or any duly authorized committee of
such Board.

Board Resolution:

The term "Board Resolution" shall mean a copy of a resolution
certified by the Secretary or an Assistant Secretary of the
Company to have been duly adopted by the Board of Directors and
to be in full force and effect on the date of such certification.

Business Day:

The term "Business Day", with respect to any Security, shall mean
any day that (a) in the Place of Payment (or in any of the Places
of Payment, if more than one) in which amounts are payable as
specified in the form of such Security and (b) in the city in
which the Trustee administers its corporate trust business, is
not a day on which banking institutions are authorized or
required by law or regulation to close.

Certificate:

The term "Certificate" shall mean a certificate signed by an
Authorized Officer.  The Certificate need not comply with the
provisions of Section 13.06.

Commission:

The term "Commission" shall mean the Securities and Exchange
Commission, as from time to time constituted, created under the
Securities Exchange Act of 1934, as amended (the "Exchange Act")
or if at any time after the execution of this instrument such
Commission is not existing and performing the duties now assigned
to it under the Trust Indenture Act, then the body, if any,
performing such duties on such date.

Company:

The term "Company" shall mean Kentucky Power Company, a
corporation duly organized and existing under the laws of
Kentucky, and, subject to the provisions of Article Ten, shall
also include its successors and assigns.

Company Order:

The term "Company Order" shall mean a written order signed in the
name of the Company by an Authorized Officer and the Secretary or
an Assistant Secretary of the Company, pursuant to a Board
Resolution establishing a series of Securities.

Corporate Trust Office:

The term "Corporate Trust Office" shall mean the office of the
Trustee at which at any particular time its corporate trust
business shall be principally administered, which office at the
date of the execution of this Indenture is located at Four Albany
Street, New York, New York.

Default:

The term "Default" shall mean any event, act or condition which
with notice or lapse of time, or both, would constitute an Event
of Default.

Depository:

The term "Depository" shall mean, with respect to Securities of
any series, for which the Company shall determine that such
Securities will be issued as a Global Security, The Depository
Trust Company, New York, New York, another clearing agency, or
any successor registered as a clearing agency under the Exchange
Act or other applicable statute or regulation, which, in each
case, shall be designated by the Company pursuant to either
Section 2.01 or 2.11.

Discount Security:

The term "Discount Security" means any Security which provides
for an amount less than the principal amount thereof to be due
and payable upon a declaration of acceleration of the maturity
thereof pursuant to Section 6.01(b).

Dollar:

The term "Dollar" or "$" means a dollar or other equivalent unit
in such coin or currency of the United States as at the time
shall be legal tender for the payment of public and private
debts.

Eligible Obligations:

The term "Eligible Obligations" means (a) with respect to
Securities denominated in Dollars, Governmental Obligations; or
(b) with respect to Securities denominated in a currency other
than Dollars or in a composite currency, such other obligations
or instruments as shall be specified with respect to such
Securities, as contemplated by Section 2.01.

Event of Default:

The term "Event of Default" with respect to Securities of a
particular series shall mean any event specified in Section 6.01,
continued for the period of time, if any, therein designated.

Global Security:

The term "Global Security" shall mean, with respect to any series
of Securities, a Security executed by the Company and
authenticated and delivered by the Trustee to the Depository or
pursuant to the Depository's instruction, all in accordance with
the Indenture, which shall be registered in the name of the
Depository or its nominee.

Governmental Authority:

The term "Governmental Authority" means the government of the
United States or of any State or Territory thereof or of the
District of Columbia or of any county, municipality or other
political subdivision of any of the foregoing, or any department,
agency, authority or other instrumentality of any of the
foregoing.

Governmental Obligations:

The term "Governmental Obligations" shall mean securities that
are (i) direct obligations of the United States of America for
the payment of which its full faith and credit is pledged or (ii)
obligations of a person controlled or supervised by and acting as
an agency or instrumentality of the United States, the payment of
which is unconditionally guaranteed as a full faith and credit
obligation by the United States, which, in either case, are not
callable or redeemable at the option of the issuer thereof, and
shall also include a depository receipt issued by a bank (as
defined in Section 3(a)(2) of the Securities Act of 1933, as
amended) as custodian with respect to any such Governmental
Obligation or a specific payment of principal of or interest on
any such Governmental Obligation held by such custodian for the
account of the holder of such depository receipt; provided that
(except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such
depository receipt from any amount received by such custodian in
respect of the Governmental Obligation or the specific payment of
principal of or interest on the Governmental Obligation evidenced
by such depository receipt.

Indenture:

The term "Indenture" shall mean this instrument as originally
executed, or, if amended or supplemented as herein provided, as
so amended or supplemented, and shall include the terms of a
particular series of Securities established as contemplated by
Section 2.01.

Instructions:

The term "Instructions" shall mean instructions acceptable to the
Trustee issued pursuant to a Company Order in connection with a
Periodic Offering and signed by an Authorized Officer. 
Instructions need not comply with the provisions of Section
13.06.

Interest:

The term "interest" when used with respect to non-interest
bearing Securities shall mean interest payable after maturity
(whether at stated maturity, upon acceleration or redemption or
otherwise) or after the date, if any, on which the Company
becomes obligated to acquire a Security, whether by purchase or
otherwise.

Interest Payment Date:

The term "Interest Payment Date" when used with respect to any
installment of interest on a Security of a particular series
shall mean the date specified in such Security or in a Board
Resolution, Company Order or an indenture supplemental hereto
with respect to such series as the fixed date on which an
installment of interest with respect to Securities of that series
is due and payable.

Officers' Certificate:

The term "Officers' Certificate" shall mean a certificate signed
by an Authorized Officer and by the Secretary or Assistant
Secretary of the Company.  Each such certificate shall include
the statements provided for in Section 13.06, if and to the
extent required by the provisions thereof.

Opinion of Counsel:

The term "Opinion of Counsel" shall mean an opinion in writing
signed by legal counsel, who may be an employee of or counsel for
the Company.  Each such opinion shall include the statements
provided for in Section 13.06, if and to the extent required by
the provisions thereof.

Outstanding:

The term "outstanding", when used with reference to Securities of
any series, shall, subject to the provisions of Section 8.04,
mean, as of any particular time, all Securities of that series
theretofore authenticated and delivered by the Trustee under this
Indenture, except (a) Securities theretofore canceled by the
Trustee or any paying agent, or delivered to the Trustee or any
paying agent for cancellation or which have previously been
canceled; (b) Securities or portions thereof for the payment or
redemption of which monies or Eligible Obligations in the
necessary amount shall have been deposited in trust with the
Trustee or with any paying agent (other than the Company) or
shall have been set aside and segregated in trust by the Company
(if the Company shall act as its own paying agent); provided,
however, that if such Securities or portions of such Securities
are to be redeemed prior to the maturity thereof, notice of such
redemption shall have been given as in Article Three provided, or
provision satisfactory to the Trustee shall have been made for
giving such notice; and (c) Securities in lieu of or in
substitution for which other Securities shall have been
authenticated and delivered pursuant to the terms of Section
2.07.  The principal amount of a Discount Security that shall be
deemed to be Outstanding for purposes of this Indenture shall be
the amount of the principal thereof that would be due and payable
as of the date of such determination upon a declaration of
acceleration of the maturity thereof.

Periodic Offering:

The term "Periodic Offering" means an offering of Securities of a
series from time to time, during which any or all of the specific
terms of the Securities, including without limitation the rate or
rates of interest, if any, thereon, the maturity or maturities
thereof and the redemption provisions, if any, with respect
thereto, are to be determined by the Company or its agents upon
the issuance of such Securities.

Person:

The term "person" means any individual, corporation, partnership,
limited liability company, joint venture, trust or unincorporated
organization or any Governmental Authority. 

Place of Payment:

The term "Place of Payment" shall mean the place or places where
the principal of and interest, if any, on the Securities of any
series are payable as specified in accordance with Section 2.01.

Predecessor Security:

The term "Predecessor Security" of any particular Security shall
mean every previous Security evidencing all or a portion of the
same debt as that evidenced by such particular Security; and, for
the purposes of this definition, any Security authenticated and
delivered under Section 2.07 in lieu of a lost, destroyed or
stolen Security shall be deemed to evidence the same debt as the
lost, destroyed or stolen Security.

Responsible Officer:

The term "Responsible Officer" when used with respect to the
Trustee shall mean the chairman of the board of directors, the
president, any vice president, the secretary, the treasurer, any
trust officer, any corporate trust officer or any other officer
or assistant officer of the Trustee customarily performing
functions similar to those performed by the persons who at the
time shall be such officers, respectively, or to whom any
corporate trust matter is referred because of his or her
knowledge of and familiarity with the particular subject.

Security or Securities:

The term "Security" or "Securities" shall mean any Security or
Securities, as the case may be, authenticated and delivered under
this Indenture.

Securityholder:

The term "Securityholder", "holder of Securities" or "registered
holder" shall mean the person or persons in whose name or names a
particular Security shall be registered on the books of the
Company kept for that purpose in accordance with the terms of
this Indenture.

Series:

The term "series" means a series of Securities established
pursuant to this Indenture and includes, if the context so
requires, each Tranche thereof.

Tranche:

The term "Tranche" means Securities which (a) are of the same
series and (b) have identical terms except as to principal amount
and/or date of issuance.

Trustee:

The term "Trustee" shall mean Bankers Trust Company, and, subject
to the provisions of Article Seven, shall also include its
successors and assigns, and, if at any time there is more than
one person acting in such capacity hereunder, "Trustee" shall
mean each such person.  The term "Trustee" as used with respect
to a particular series of the Securities shall mean the trustee
with respect to that series.

Trust Indenture Act:

The term "Trust Indenture Act", subject to the provisions of
Sections 9.01, 9.02, and 10.01, shall mean the Trust Indenture
Act of 1939, as amended and in effect at the date of execution of
this Indenture.

United States:

The term  "United States" means the United States of America, its
Territories, its possessions and other areas subject to its
political jurisdiction.


                           ARTICLE TWO

              ISSUE, DESCRIPTION, TERMS, EXECUTION,
             REGISTRATION AND EXCHANGE OF SECURITIES

     SECTION 2.01.  The aggregate principal amount of Securities
which may be authenticated and delivered under this Indenture is
unlimited.

     The Securities may be issued from time to time in one or
more series and in one or more Tranches thereof.  Each series
shall be authorized by a Company Order or Orders or one or more
indentures supplemental hereto, which shall specify whether the
Securities of such series shall be subject to a Periodic
Offering.  The Company Order or Orders or supplemental indenture
and, in the case of a Periodic Offering, Instructions or other
procedures acceptable to the Trustee specified in such Company
Order or Orders, shall establish the terms of the series, which
may include the following: (i) any limitations on the aggregate
principal amount of the Securities to be authenticated and
delivered under this Indenture as part of such series (except for
Securities authenticated and delivered upon registration of
transfer of, in exchange for or in lieu of other Securities of
that series); (ii) the stated maturity or maturities of such
series; (iii) the date or dates from which interest shall accrue,
the Interest Payment Dates on which such interest will be payable
or the manner of determination of such Interest Payment Dates and
the record date for the determination of holders to whom interest
is payable on any such Interest Payment Date; (iv) the interest
rate or rates (which may be fixed or variable), or method of
calculation of such rate or rates, for such series; (v) the
terms, if any, regarding the redemption, purchase or repayment of
such series (whether at the option of the Company or a holder of
the Securities of such series and whether pursuant to a sinking
fund or analogous provisions, including payments made in cash in
anticipation of future sinking fund obligations), including
redemption, purchase or repayment date or dates of such series,
if any, and the price or prices and other terms and conditions
applicable to such redemption, purchase or repayment (including
any premium); (vi) whether or not the Securities of such series
shall be issued in whole or in part in the form of a Global
Security and, if so, the Depositary for such Global Security and
the related procedures with respect to transfer and exchange of
such Global Security; (vii) the designation of such series;
(viii) the form of the Securities of such series; (ix) the
maximum annual interest rate, if any, of the Securities permitted
for such series; (x) whether the Securities of such series shall
be subject to Periodic Offering; (xi) the currency or currencies,
including composite currencies, in which payment of the principal
of (and premium, if any) and interest on the Securities of such
series shall be payable, if other than Dollars; (xii) any other
information necessary to complete the Securities of such series;
(xiii) the establishment of any office or agency pursuant to
Section 4.02 hereof and any other place or places which the
principal of and interest, if any, on Securities of that series
shall be payable; (xiv) if other than denominations of $1,000 or
any integral multiple thereof, the denominations in which the
Securities of the series shall be issuable; (xv) the obligations
or instruments, if any, which shall be considered to be Eligible
Obligations in respect of the Securities of such series
denominated in a currency other than Dollars or in a composite
currency; (xvi) whether or not the Securities of such series
shall be issued as Discount Securities and the terms thereof,
including the portion of the principal amount thereof which shall
be payable upon declaration of acceleration of the maturity
thereof pursuant to Section 6.01(b); (xvii) if the principal of
and premium, if any, or interest, if any, on such Securities are
to be payable, at the election of the Company or the holder
thereof, in coin or currency, including composite currencies,
other than that in which the Securities are stated to be payable,
the period or periods within which, and the terms and conditions
upon which, such election shall be made; (xviii) if the amount of
payment of principal of and premium, if any, or interest, if any,
on such Securities may be determined with reference to an index,
formula or other method, or based on a coin or currency other
than that in which the Securities are stated to be payable, the
manner in which such amount shall be determined; and (xix) any
other terms of such series not inconsistent with this Indenture.

     All Securities of any one series shall be substantially
identical except as to denomination and except as may otherwise
be provided in or pursuant to any such Company Order or in any
indentures supplemental hereto.

     If any of the terms of the series are established by action
taken pursuant to a Company Order, a copy of an appropriate
record of the applicable Board Resolution shall be certified by
the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the
Company Order setting forth the terms of that series.

     SECTION 2.02.  The Securities of any series shall be
substantially of the tenor and purport (i) as set forth in one or
more indentures supplemental hereto or as provided in a Company
Order, or (ii) with respect to any Tranche of Securities of a
series subject to Periodic Offering, to the extent permitted by
any of the documents referred to in clause (i) above, in
Instructions, or by other procedures acceptable to the Trustee
specified in such Company Order or Orders, in each case with such
appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and
may have such letters, numbers or other marks of identification
or designation and such legends or endorsements printed,
lithographed or engraved thereon as the Company may deem
appropriate and as are not inconsistent with the provisions of
this Indenture, or as may be required to comply with any law or
with any rule or regulation made pursuant thereto or with any
rule or regulation of any stock exchange on which Securities of
that series may be listed or of the Depository, or to conform to
usage.

     The Trustee's Certificate of Authentication shall be in
substantially the following form:

     "This is one of the Securities of the series designated
     in accordance with, and referred to in, the within-
     mentioned Indenture.

     Dated:

     BANKERS TRUST COMPANY

     By:___________________________
        Authorized Signatory"

     SECTION 2.03.  The Securities shall be issuable as
registered Securities and in the denominations of $1,000 or any
integral multiple thereof, subject to Sections 2.01(xi) and
(xiv).  The Securities of a particular series shall bear interest
payable on the dates and at the rate or rates specified with
respect to that series.  Except as otherwise specified as
contemplated by Section 2.01, the principal of and the interest
on the Securities of any series, as well as any premium thereon
in case of redemption thereof prior to maturity, shall be payable
in Dollars at the office or agency of the Company maintained for
that purpose.  Each Security shall be dated the date of its
authentication.

     The interest installment on any Security which is payable,
and is punctually paid or duly provided for, on any Interest
Payment Date for Securities of that series shall be paid to the
person in whose name said Security (or one or more Predecessor
Securities) is registered at the close of business on the regular
record date for such interest installment, except that interest
payable on redemption or maturity shall be payable as set forth
in the Company Order or indenture supplemental hereto
establishing the terms of such series of Securities.

     Any interest on any Security which is payable, but is not
punctually paid or duly provided for, on any Interest Payment
Date for Securities of the same series (herein called "Defaulted
Interest") shall forthwith cease to be payable to the registered
holder on the relevant regular record date by virtue of having
been such holder; and such Defaulted Interest shall be paid by
the Company, at its election, as provided in clause (1) or clause
(2) below:

          (1)  The Company may make payment of any Defaulted
     Interest on Securities to the persons in whose names such
     Securities (or their respective Predecessor Securities) are
     registered at the close of business on a special record date
     for the payment of such Defaulted Interest, which shall be
     fixed in the following manner: the Company shall notify the
     Trustee in writing of the amount of Defaulted Interest
     proposed to be paid on each such Security and the date of
     the proposed payment, and at the same time the Company shall
     deposit with the Trustee an amount of money equal to the
     aggregate amount proposed to be paid in respect of such
     Defaulted Interest or shall make arrangements satisfactory
     to the Trustee for such deposit prior to the date of the
     proposed payment, such money when deposited to be held in
     trust for the benefit of the persons entitled to such
     Defaulted Interest as in this clause provided.  Thereupon
     the Trustee shall fix a special record date for the payment
     of such Defaulted Interest which shall not be more than 15
     nor less than 10 days prior to the date of the proposed
     payment and not less than 10 days after the receipt by the
     Trustee of the notice of the proposed payment. The Trustee
     shall promptly notify the Company of such special record
     date and, in the name and at the expense of the Company,
     shall cause notice of the proposed payment of such Defaulted
     Interest and the special record date therefor to be mailed,
     first class postage prepaid, to each Securityholder at his
     or her address as it appears in the Security Register (as
     hereinafter defined), not less than 10 days prior to such
     special record date.  Notice of the proposed payment of such
     Defaulted Interest and the special record date therefor
     having been mailed as aforesaid, such Defaulted Interest
     shall be paid to the persons in whose names such Securities
     (or their respective Predecessor Securities) are registered
     on such special record date and shall be no longer payable
     pursuant to the following clause (2).

          (2)  The Company may make payment of any Defaulted
     Interest on any Securities in any other lawful manner not
     inconsistent with the requirements of any securities
     exchange on which such Securities may be listed, and upon
     such notice as may be required by such exchange, if, after
     notice given by the Company to the Trustee of the proposed
     payment pursuant to this clause, such manner of payment
     shall be deemed practicable by the Trustee. 

     Unless otherwise set forth in a Company Order or one or more
indentures supplemental hereto establishing the terms of any
series of Securities pursuant to Section 2.01 hereof, the term
"regular record date" as used in this Section with respect to a
series of Securities with respect to any Interest Payment Date
for such series shall mean either the fifteenth day of the month
immediately preceding the month in which an Interest Payment Date
established for such series pursuant to Section 2.01 hereof shall
occur, if such Interest Payment Date is the first day of a month,
or the last day of the month immediately preceding the month in
which an Interest Payment Date established for such series
pursuant to Section 2.01 hereof shall occur, if such Interest
Payment Date is the fifteenth day of a month, whether or not such
date is a Business Day.

     Subject to the foregoing provisions of this Section, each
Security of a series delivered under this Indenture upon transfer
of or in exchange for or in lieu of any other Security of such
series shall carry the rights to interest accrued and unpaid, and
to accrue, which were carried by such other Security.

     SECTION 2.04.  The Securities shall, subject to the
provisions of Section 2.06, be printed on steel engraved borders
or fully or partially engraved, or legibly typed, as the proper
officer of the Company may determine, and shall be signed on
behalf of the Company by an Authorized Officer.  The signature of
such Authorized Officer upon the Securities may be in the form of
a facsimile signature of a present or any future Authorized
Officer and may be imprinted or otherwise reproduced on the
Securities and for that purpose the Company may use the facsimile
signature of any person who shall have been an Authorized
Officer, notwithstanding the fact that at the time the Securities
shall be authenticated and delivered or disposed of such person
shall have ceased to be an Authorized Officer.

     Only such Securities as shall bear thereon a Certificate of
Authentication substantially in the form established for such
Securities, executed manually by an authorized signatory of the
Trustee, or by any Authenticating Agent with respect to such
Securities, shall be entitled to the benefits of this Indenture
or be valid or obligatory for any purpose.  Such certificate
executed by the Trustee, or by any Authenticating Agent appointed
by the Trustee with respect to such Securities, upon any Security
executed by the Company shall be conclusive evidence that the
Security so authenticated has been duly authenticated and
delivered hereunder and that the registered holder thereof is
entitled to the benefits of this Indenture.

     At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of
any series executed by the Company to the Trustee for
authentication, together with an indenture supplemental hereto or
a Company Order for the authentication and delivery of such
Securities and the Trustee, in accordance with such supplemental
indenture or Company Order, shall authenticate and deliver such
Securities; provided, however, that in the case of Securities
offered in a Periodic Offering, the Trustee shall authenticate
and deliver such Securities from time to time in accordance with
Instructions or such other procedures acceptable to the Trustee
as may be specified by or pursuant to such supplemental indenture
or Company Order delivered to the Trustee prior to the time of
the first authentication of Securities of such series.

     In authenticating such Securities and accepting the
additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall receive and (subject to
Section 7.01) shall be fully protected in relying upon, (i) an
Opinion of Counsel and (ii) and Officers' Certificate, each
stating that the form and terms thereof have been established in
conformity with the provisions of this Indenture; provided,
however, that, with respect to Securities of a series subject to
a Periodic Offering, the Trustee shall be entitled to receive
such Opinion of Counsel and Officers' Certificate only once at or
prior to the time of the first authentication of Securities of
such series and that, in such opinion or certificate, the opinion
or certificate described above may state that when the terms of
such Securities, or each Tranche thereof, shall have been
established pursuant to a Company Order or Orders or pursuant to
such procedures acceptable to the Trustee, as may be specified by
a Company Order, such terms will have been established in
conformity with the provisions of this Indenture.  Each Opinion
of Counsel and Officers' Certificate delivered pursuant to this
Section 2.04 shall include all statements prescribed in Section
13.06(b).  Such Opinion of Counsel shall also be to the effect
that when such Securities have been executed by the Company and
authenticated by the Trustee in accordance with the provisions of
this Indenture and delivered to and duly paid for by the
purchasers thereof, they will be valid and legally binding
obligations of the Company, enforceable in accordance with their
terms (subject to customary exceptions) and will be entitled to
the benefits of this Indenture.

     With respect to Securities of a series subject to a Periodic
Offering, the Trustee may conclusively rely, as to the
authorization by the Company of any of such Securities, the forms
and terms thereof and the legality, validity, binding effect and
enforceability thereof, upon the Company Order, Opinion of
Counsel, Officers' Certificate and other documents delivered
pursuant to Sections 2.01 and this Section, as applicable, at or
prior to the time of the first authentication of Securities of
such series unless and until such Company Order, Opinion of
Counsel, Officers' Certificate or other documents have been
superseded or revoked or expire by their terms.

     The Trustee shall not be required to authenticate such
Securities if the issue of such Securities pursuant to this
Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise
in a manner which is not reasonably acceptable to the Trustee.

     SECTION 2.05.  (a)  Securities of any series may be
exchanged upon presentation thereof at the office or agency of
the Company designated for such purpose, for other Securities of
such series of authorized denominations, and for a like aggregate
principal amount, upon payment of a sum sufficient to cover any
tax or other governmental charge in relation thereto, all as
provided in this Section.  In respect of any Securities so
surrendered for exchange, the Company shall execute, the Trustee
shall authenticate and such office or agency shall deliver in
exchange therefor the Security or Securities of the same series
which the Securityholder making the exchange shall be entitled to
receive, bearing numbers not contemporaneously outstanding.

     (b)  The Company shall keep, or cause to be kept, at its
office or agency designated for such purpose in the Borough of
Manhattan, the City and State of New York, or such other location
designated by the Company a register or registers (herein
referred to as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall
register the Securities and the transfers of Securities as in
this Article provided and which at all reasonable times shall be
open for inspection by the Trustee.  The registrar for the
purpose of registering Securities and transfer of Securities as
herein provided shall be appointed as authorized by Board
Resolution or Company Order (the "Security Registrar").

     Upon surrender for transfer of any Security at the office or
agency of the Company designated for such purpose in the Borough
of Manhattan, the City and State of New York, or other location
as aforesaid, the Company shall execute, the Trustee shall
authenticate and such office or agency shall deliver in the name
of the transferee or transferees a new Security or Securities of
the same series as the Security presented for a like aggregate
principal amount.

     All Securities presented or surrendered for exchange or
registration of transfer, as provided in this Section, shall be
accompanied (if so required by the Company or the Security
Registrar) by a written instrument or instruments of transfer, in
form satisfactory to the Company or the Security Registrar, duly
executed by the registered holder or by his duly authorized
attorney in writing.

     (c)  Except as provided in the first paragraph of Section
2.07, no service charge shall be made for any exchange or
registration of transfer of Securities, or issue of new
Securities in case of partial redemption of any series, but the
Company may require payment of a sum sufficient to cover any tax
or other governmental charge in relation thereto, other than
exchanges pursuant to Section 2.06, Section 3.03(b) and Section
9.04 not involving any transfer.

     (d)  The Company shall neither be required (i) to issue,
exchange or register the transfer of any Securities during a
period beginning at the opening of business 15 days before the
day of the mailing of a notice of redemption of less than all the
outstanding Securities of the same series and ending at the close
of business on the day of such mailing, nor (ii) to register the
transfer of or exchange any Securities of any series or portions
thereof called for redemption or as to which the holder thereof
has exercised its right, if any, to require the Company to
repurchase such Security in whole or in part, except that portion
of such Security not required to be repurchased.  The provisions
of this Section 2.05 are, with respect to any Global Security,
subject to Section 2.11 hereof.

     SECTION 2.06.  Pending the preparation of definitive
Securities of any series, the Company may execute, and the
Trustee shall authenticate and deliver, temporary Securities
(printed, lithographed or typewritten) of any authorized
denomination, and substantially in the form of the definitive
Securities in lieu of which they are issued, but with such
omissions, insertions and variations as may be appropriate for
temporary Securities, all as may be determined by the Company. 
Every temporary Security of any series shall be executed by the
Company and be authenticated by the Trustee upon the same
conditions and in substantially the same manner, and with like
effect, as the definitive Securities of such series in accordance
with Section 2.04.  Without unnecessary delay the Company will
execute and will furnish definitive Securities of such series and
thereupon any or all temporary Securities of such series may be
surrendered in exchange therefor (without charge to the holders
thereof), at the office or agency of the Company designated for
the purpose, and the Trustee shall authenticate and such office
or agency shall deliver in exchange for such temporary Securities
an equal aggregate principal amount of definitive Securities of
such series, unless the Company advises the Trustee to the effect
that definitive Securities need not be executed and furnished
until further notice from the Company.  Until so exchanged, the
temporary Securities of such series shall be entitled to the same
benefits under this Indenture as definitive Securities of such
series authenticated and delivered hereunder.

     SECTION 2.07.  In case any temporary or definitive Security
shall become mutilated or be destroyed, lost or stolen, the
Company (subject to the next succeeding sentence) shall execute,
and upon its request the Trustee (subject as aforesaid) shall
authenticate and deliver, a new Security of the same series
bearing a number not contemporaneously outstanding, in exchange
and substitution for the mutilated Security, or in lieu of and in
substitution for the Security so destroyed, lost or stolen.  In
every case the applicant for a substituted Security shall furnish
to the Company and to the Trustee such security or indemnity as
may be required by them to save each of them harmless, and, in
every case of destruction, loss or theft, the applicant shall
also furnish to the Company and to the Trustee evidence to their
satisfaction of the destruction, loss or theft of the applicant's
Security and of the ownership thereof.  The Trustee may
authenticate any such substituted Security and deliver the same
upon the written request or authorization of any officer of the
Company.  Upon the issuance of any substituted Security, the
Company may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses
of the Trustee) connected therewith.  In case any Security which
has matured or is about to mature shall become mutilated or be
destroyed, lost or stolen, the Company may, instead of issuing a
substitute Security, pay or authorize the payment of the same
(without surrender thereof except in the case of a mutilated
Security) if the applicant for such payment shall furnish to the
Company and to the Trustee such security or indemnity as they may
require to save them harmless, and, in case of destruction, loss
or theft, evidence to the satisfaction of the Company and the
Trustee of the destruction, loss or theft of such Security and of
the ownership thereof.

     Every Security issued pursuant to the provisions of this
Section in substitution for any Security which is mutilated,
destroyed, lost or stolen shall constitute an additional
contractual obligation of the Company, whether or not the
mutilated, destroyed, lost or stolen Security shall be found at
any time, or be enforceable by anyone, and shall be entitled to
all the benefits of this Indenture equally and proportionately
with any and all other Securities of the same series duly issued
hereunder.  All Securities shall be held and owned upon the
express condition that the foregoing provisions are exclusive
with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities, and shall preclude (to the
extent lawful) any and all other rights or remedies,
notwithstanding any law or statute existing or hereafter enacted
to the contrary with respect to the replacement or payment of
negotiable instruments or other securities without their
surrender.

     SECTION 2.08.  All Securities surrendered for the purpose of
payment, redemption, exchange or registration of transfer, or for
credit against a sinking fund, shall, if surrendered to the
Company or any paying agent, be delivered to the Trustee for
cancellation, or, if surrendered to the Trustee, shall be
canceled by it, and no Securities shall be issued in lieu thereof
except as expressly required or permitted by any of the
provisions of this Indenture.  On request of the Company, the
Trustee shall deliver to the Company canceled Securities held by
the Trustee.  In the absence of such request the Trustee may
dispose of canceled Securities in accordance with its standard
procedures.  If the Company shall otherwise acquire any of the
Securities, however, such acquisition shall not operate as a
redemption or satisfaction of the indebtedness represented by
such Securities unless and until the same are delivered to the
Trustee for cancellation.

     SECTION 2.09.  Nothing in this Indenture or in the
Securities, express or implied, shall give or be construed to
give to any person, firm or corporation, other than the parties
hereto and the holders of the Securities, any legal or equitable
right, remedy or claim under or in respect of this Indenture, or
under any covenant, condition or provision herein contained; all
such covenants, conditions and provisions being for the sole
benefit of the parties hereto and of the holders of the
Securities.

     SECTION 2.10.  So long as any of the Securities of any
series remain outstanding there may be an Authenticating Agent
for any or all such series of Securities which the Trustee shall
have the right to appoint.  Said Authenticating Agent shall be
authorized to act on behalf of the Trustee to authenticate
Securities of such series issued upon exchange, transfer or
partial redemption thereof, and Securities so authenticated shall
be entitled to the benefits of this Indenture and shall be valid
and obligatory for all purposes as if authenticated by the
Trustee hereunder.  All references in this Indenture to the
authentication of Securities by the Trustee shall be deemed to
include authentication by an Authenticating Agent for such series
except for authentication upon original issuance or pursuant to
Section 2.07 hereof.  Each Authenticating Agent shall be
acceptable to the Company and shall be a corporation which has a
combined capital and surplus, as most recently reported or
determined by it, sufficient under the laws of any jurisdiction
under which it is organized or in which it is doing business to
conduct a trust business, and which is otherwise authorized under
such laws to conduct such business and is subject to supervision
or examination by Federal or State authorities.  If at any time
any Authenticating Agent shall cease to be eligible in accordance
with these provisions it shall resign immediately.

     Any Authenticating Agent may at any time resign by giving
written notice of resignation to the Trustee and to the Company. 
The Trustee may at any time (and upon request by the Company
shall) terminate the agency of any Authenticating Agent by giving
written notice of termination to such Authenticating Agent and to
the Company.  Upon resignation, termination or cessation of
eligibility of any Authenticating Agent, the Trustee may appoint
an eligible successor Authenticating Agent acceptable to the
Company.  Any successor Authenticating Agent, upon acceptance of
its appointment hereunder, shall become vested with all the
rights, powers and duties of its predecessor hereunder as if
originally named as an Authenticating Agent pursuant hereto.  The
Company agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section.

     SECTION 2.11.  (a)  If the Company shall establish pursuant
to Section 2.01 that the Securities of a particular series are to
be issued as a Global Security, then the Company shall execute
and the Trustee shall, in accordance with Section 2.04,
authenticate and deliver, a Global Security which (i) shall
represent, and shall be denominated in an amount equal to the
aggregate principal amount of, all of the Outstanding Securities
of such series, (ii) shall be registered in the name of the
Depository or its nominee, (iii) shall be authenticated and
delivered by the Trustee to the Depository or pursuant to the
Depository's instruction and (iv) shall bear a legend
substantially to the following effect: "Except as otherwise
provided in Section 2.11 of the Indenture, this Security may be
transferred, in whole but not in part, only to another nominee of
the Depository or to a successor Depository or to a nominee of
such successor Depository."

     (b)  Notwithstanding the provisions of Section 2.05, the
Global Security of a series may be transferred, in whole but not
in part and in the manner provided in Section 2.05, only to
another nominee of the Depository for such series, or to a
successor Depository for such series selected or approved by the
Company or to a nominee of such successor Depository.

     (c)  If at any time the Depository for a series of
Securities notifies the Company that it is unwilling or unable to
continue as Depository for such series or if at any time the
Depository for such series shall no longer be registered or in
good standing under the Exchange Act, or other applicable statute
or regulation and a successor Depository for such series is not
appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such condition, as the
case may be, this Section 2.11 shall no longer be applicable to
the Securities of such series and the Company will execute, and
subject to Section 2.05, the Trustee will authenticate and
deliver Securities of such series in definitive registered form
without coupons, in authorized denominations, and in an aggregate
principal amount equal to the principal amount of the Global
Security of such series in exchange for such Global Security.  In
addition, the Company may at any time determine that the
Securities of any series shall no longer be represented by a
Global Security and that the provisions of this Section 2.11
shall no longer apply to the Securities of such series.  In such
event the Company will execute, and subject to Section 2.05, the
Trustee, upon receipt of an Officers' Certificate evidencing such
determination by the Company, will authenticate and deliver
Securities of such series in definitive registered form without
coupons, in authorized denominations, and in an aggregate
principal amount equal to the principal amount of the Global
Security of such series in exchange for such Global Security. 
Upon the exchange of the Global Security for such Securities in
definitive registered form without coupons, in authorized
denominations, the Global Security shall be canceled by the
Trustee.  Such Securities in definitive registered form issued in
exchange for the Global Security pursuant to this Section 2.11(c)
shall be registered in such names and in such authorized
denominations as the Depository, pursuant to instructions from
its direct or indirect participants or otherwise, shall instruct
the Security Registrar.  The Trustee shall deliver such
Securities to the Depository for delivery to the persons in whose
names such Securities are so registered.

     SECTION 2.12.  In the case of the Securities of any series
denominated in any currency other than Dollars or in a composite
currency (the "Required Currency"), except as otherwise specified
with respect to such Securities as contemplated by Section 2.01,
the obligation of the Company to make any payment of the
principal thereof, or the premium or interest thereon, shall not
be discharged or satisfied by any tender by the Company, or
recovery by the Trustee, in any currency other than the Required
Currency, except to the extent that such tender or recovery shall
result in the Trustee timely holding the full amount of the
Required Currency then due and payable.  If any such tender or
recovery is in a currency other than the Required Currency, the
Trustee may take such actions as it considers appropriate to
exchange such currency for the Required Currency.  The costs and
risks of any such exchange, including, without limitation, the
risks of delay and exchange rate fluctuation, shall be borne by
the Company, the Company shall remain fully liable for any
shortfall or delinquency in the full amount of Required Currency
then due and payable, and in no circumstances shall the Trustee
be liable therefor except in the case of its negligence or
willful misconduct.

     SECTION 2.13.  The Company in issuing Securities may use
"CUSIP" numbers (if then generally in use) and, if so used, the
Trustee shall use "CUSIP" numbers in notices of redemption as a
convenience to holders of Securities; provided that any such
notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities
or contained in any notice of redemption and that reliance may be
placed only on the other identification numbers printed on the
Securities, and any such redemption shall not be affected by any
defect in or omission of such numbers.  The Company shall
promptly notify the Trustee of any change in the CUSIP numbers.


                          ARTICLE THREE
      REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS

     SECTION 3.01.  The Company may redeem the Securities of any
series issued hereunder on and after the dates and in accordance
with the terms established for such series pursuant to Section
2.01 hereof.

     SECTION 3.02.  (a)  In case the Company shall desire to
exercise such right to redeem all or, as the case may be, a
portion of the Securities of any series in accordance with the
right reserved so to do, it shall give notice of such redemption
to holders of the Securities of such series to be redeemed by
mailing, first class postage prepaid, a notice of such redemption
not less than 30 days and not more than 60 days before the date
fixed for redemption of that series to such holders at their last
addresses as they shall appear upon the Security Register.  Any
notice which is mailed in the manner herein provided shall be
conclusively presumed to have been duly given, whether or not the
registered holder receives the notice.  In any case, failure duly
to give such notice to the holder of any Security of any series
designated for redemption in whole or in part, or any defect in
the notice, shall not affect the validity of the proceedings for
the redemption of any other Securities of such series or any
other series.  In the case of any redemption of Securities prior
to the expiration of any restriction on such redemption or
subject to compliance with certain conditions provided in the
terms of such Securities or elsewhere in this Indenture, the
Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with any such restriction or condition.

     Unless otherwise so provided as to a particular series of
Securities, if at the time of mailing of any notice of redemption
the Company shall not have deposited with the paying agent an
amount in cash sufficient to redeem all of the Securities called
for redemption, including accrued interest to the date fixed for
redemption, such notice shall state that it is subject to the
receipt of redemption moneys by the paying agent on or before the
date fixed for redemption (unless such redemption is mandatory)
and such notice shall be of no effect unless such moneys are so
received on or before such date.

     Each such notice of redemption shall identify the Securities
to be redeemed (including CUSIP numbers, if any), specify the
date fixed for redemption and the redemption price at which
Securities of that series are to be redeemed, and shall state
that payment of the redemption price of such Securities to be
redeemed will be made at the office or agency of the Company,
upon presentation and surrender of such Securities, that interest
accrued to the date fixed for redemption will be paid as
specified in said notice, that from and after said date interest
will cease to accrue and that the redemption is for a sinking
fund, if such is the case.  If less than all the Securities of a
series are to be redeemed, the notice to the holders of
Securities of that series to be redeemed in whole or in part
shall specify the particular Securities to be so redeemed.  In
case any Security is to be redeemed in part only, the notice
which relates to such Security shall state the portion of the
principal amount thereof to be redeemed, and shall state that on
and after the redemption date, upon surrender of such Security, a
new Security or Securities of such series in principal amount
equal to the unredeemed portion thereof will be issued.

     (b)  If less than all the Securities of a series are to be
redeemed, the Company shall give the Trustee at least 45 days'
notice in advance of the date fixed for redemption (unless the
Trustee shall agree to a shorter period) as to the aggregate
principal amount of Securities of the series to be redeemed, and
thereupon the Trustee shall select, by lot or in such other
manner as it shall deem appropriate and fair in its discretion
and which may provide for the selection of a portion or portions
(equal to $1,000 or any integral multiple thereof, subject to
Sections 2.01(xi) and (xiv)) of the principal amount of such
Securities of a denomination larger than $1,000 (subject as
aforesaid), the Securities to be redeemed and shall thereafter
promptly notify the Company in writing of the numbers of the
Securities to be redeemed, in whole or in part.

     The Company may, if and whenever it shall so elect, by
delivery of instructions signed on its behalf by an Authorized
Officer, instruct the Trustee or any paying agent to call all or
any part of the Securities of a particular series for redemption
and to give notice of redemption in the manner set forth in this
Section, such notice to be in the name of the Company or its own
name as the Trustee or such paying agent may deem advisable.  In
any case in which notice of redemption is to be given by the
Trustee or any such paying agent, the Company shall deliver or
cause to be delivered to, or permit to remain with, the Trustee
or such paying agent, as the case may be, such Security Register,
transfer books or other records, or suitable copies or extracts
therefrom, sufficient to enable the Trustee or such paying agent
to give any notice by mail that may be required under the
provisions of this Section.

     SECTION 3.03.  (a)  If the giving of notice of redemption
shall have been completed as above provided, the Securities or
portions of Securities of the series to be redeemed specified in
such notice shall become due and payable on the date and at the
place stated in such notice at the applicable redemption price,
together with, subject to the Company Order or supplemental
indenture hereto establishing the terms of such series of
Securities, interest accrued to the date fixed for redemption and
interest on such Securities or portions of Securities shall cease
to accrue on and after the date fixed for redemption, unless the
Company shall default in the payment of such redemption price and
accrued interest with respect to any such Security or portion
thereof.  On presentation and surrender of such Securities on or
after the date fixed for redemption at the place of payment
specified in the notice, said Securities shall be paid and
redeemed at the applicable redemption price for such series,
together with, subject to the Company Order or supplemental
indenture hereto establishing the terms of such series of
Securities, interest accrued thereon to the date fixed for
redemption.

     (b)  Upon presentation of any Security of such series which
is to be redeemed in part only, the Company shall execute and the
Trustee shall authenticate and the office or agency where the
Security is presented shall deliver to the holder thereof, at the
expense of the Company, a new Security or Securities of the same
series, of authorized denominations in principal amount equal to
the unredeemed portion of the Security so presented.

     SECTION 3.04.  The provisions of this Section 3.04 and
Sections 3.05 and 3.06 shall be applicable to any sinking fund
for the retirement of Securities of a series, except as otherwise
specified as contemplated by Section 2.01 for Securities of such
series.

     The minimum amount of any sinking fund payment provided for
by the terms of Securities of any series is herein referred to as
a "mandatory sinking fund payment", and any payment in excess of
such minimum amount provided for by the terms of Securities of
any series is herein referred to as an "optional sinking fund
payment".  If provided for by the terms of Securities of any
series, the cash amount of any sinking fund payment may be
subject to reduction as provided in Section 3.05.  Each sinking
fund payment shall be applied to the redemption of Securities of
such series as provided for by the terms of Securities of such
series.

     SECTION 3.05.  The Company (i) may deliver Outstanding
Securities of a series (other than any previously called for
redemption) and (ii) may apply as a credit Securities of a series
which have been redeemed either at the election of the Company
pursuant to the terms of such Securities or through the
application of permitted optional sinking fund payments pursuant
to the terms of such Securities, in each case in satisfaction of
all or any part of any mandatory sinking fund payment; provided
that such Securities have not been previously so credited.  Such
Securities shall be received and credited for such purpose by the
Trustee at the redemption price specified in such Securities for
redemption through operation of the mandatory sinking fund and
the amount of such mandatory sinking fund payment shall be
reduced accordingly.

     SECTION 3.06.  Not less than 45 days prior to each sinking
fund payment date for any series of Securities, the Company will
deliver to the Trustee an Officers' Certificate specifying the
amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if
any, which is to be satisfied by delivering and crediting
Securities of that series pursuant to Section 3.05 and the basis
for such credit and will, together with such Officers'
Certificate, deliver to the Trustee any Securities to be so
delivered.  Not less than 30 days before each such sinking fund
payment date the Trustee shall select the Securities to be
redeemed upon such sinking fund payment date in the manner
specified in Section 3.02 and cause notice of the redemption
thereof to be given in the name of and at the expense of the
Company in the manner provided in Section 3.02, except that the
notice of redemption shall also state that the Securities of such
series are being redeemed by operation of the sinking fund and
the sinking fund payment date.  Such notice having been duly
given, the redemption of such Securities shall be made upon the
terms and in the manner stated in Section 3.03.


                          ARTICLE FOUR
               PARTICULAR COVENANTS OF THE COMPANY

     The Company covenants and agrees for each series of the
Securities as follows:

     SECTION 4.01.  The Company will duly and punctually pay or
cause to be paid the principal of (and premium, if any) and
interest on the Securities of that series at the time and place
and in the manner provided herein and established with respect to
such Securities. 

     SECTION 4.02.  So long as any series of the Securities
remain outstanding, the Company agrees to maintain an office or
agency with respect to each such series, which shall be in the
Borough of Manhattan, the City and State of New York or at such
other location or locations as may be designated as provided in
this Section 4.02, where (i) Securities of that series may be
presented for payment, (ii) Securities of that series may be
presented as hereinabove authorized for registration of transfer
and exchange, and (iii) notices and demands to or upon the
Company in respect of the Securities of that series and this
Indenture may be given or served, such designation to continue
with respect to such office or agency until the Company shall, by
written notice signed by an Authorized Officer and delivered to
the Trustee, designate some other office or agency for such
purposes or any of them.  If at any time the Company shall fail
to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations,
notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, notices
and demands.  The Trustee will initially act as paying agent for
the Securities.

     The Company may also from time to time, by written notice
signed by an Authorized Officer and delivered to the Trustee,
designate one or more other offices or agencies for the foregoing
purposes within or outside the Borough of Manhattan, City of New
York, and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall
in any manner relieve the Company of its obligations to maintain
an office or agency in the Borough of Manhattan, City of New York
for the foregoing purposes.  The Company will give prompt written
notice to the Trustee of any change in the location of any such
other office or agency.

     SECTION 4.03.  (a)  If the Company shall appoint one or more
paying agents for all or any series of the Securities, other than
the Trustee, the Company will cause each such paying agent to
execute and deliver to the Trustee an instrument in which such
agent shall agree with the Trustee, subject to the provisions of
this Section:

          (1)  that it will hold all sums held by it as such
     agent for the payment of the principal of (and premium, if
     any) or interest on the Securities of that series (whether
     such sums have been paid to it by the Company or by any
     other obligor of such Securities) in trust for the benefit
     of the persons entitled thereto;

          (2)  that it will give the Trustee notice of any
     failure by the Company (or by any other obligor of such
     Securities) to make any payment of the principal of (and
     premium, if any) or interest on the Securities of that
     series when the same shall be due and payable;

          (3)  that it will, at any time during the continuance
     of any failure referred to in the preceding paragraph (a)(2)
     above, upon the written request of the Trustee, forthwith
     pay to the Trustee all sums so held in trust by such paying
     agent; and

          (4)  that it will perform all other duties of paying
     agent as set forth in this Indenture.

     (b)  If the Company shall act as its own paying agent with
respect to any series of the Securities, it will on or before
each due date of the principal of (and premium, if any) or
interest on Securities of that series, set aside, segregate and
hold in trust for the benefit of the persons entitled thereto a
sum sufficient to pay such principal (and premium, if any) or
interest so becoming due on Securities of that series until such
sums shall be paid to such persons or otherwise disposed of as
herein provided and will promptly notify the Trustee of such
action, or any failure (by it or any other obligor on such
Securities) to take such action.  Whenever the Company shall have
one or more paying agents for any series of Securities, it will,
prior to each due date of the principal of (and premium, if any)
or interest on any Securities of that series, deposit with the
paying agent a sum sufficient to pay the principal (and premium,
if any) or interest so becoming due, such sum to be held in trust
for the benefit of the persons entitled to such principal,
premium or interest, and (unless such paying agent is the
Trustee) the Company will promptly notify the Trustee of its
action or failure so to act.

     (c)  Anything in this Section to the contrary
notwithstanding, (i) the agreement to hold sums in trust as
provided in this Section is subject to the provisions of Section
11.04, and (ii) the Company may at any time, for the purpose of
obtaining the satisfaction and discharge of this Indenture or for
any other purpose, pay, or direct any paying agent to pay, to the
Trustee all sums held in trust by the Company or such paying
agent, such sums to be held by the Trustee upon the same terms
and conditions as those upon which such sums were held by the
Company or such paying agent; and, upon such payment by any
paying agent to the Trustee, such paying agent shall be released
from all further liability with respect to such money.

     SECTION 4.04.  The Company, whenever necessary to avoid or
fill a vacancy in the office of Trustee, will appoint, in the
manner provided in Section 7.10, a Trustee, so that there shall
at all times be a Trustee hereunder.

     SECTION 4.05.  The Company will not, while any of the
Securities remain outstanding, consolidate with, or merge into,
or merge into itself, or sell or convey all or substantially all
of its property to any other Person unless the provisions of
Article Ten hereof are complied with.


                          ARTICLE FIVE
        SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY
                         AND THE TRUSTEE

     SECTION 5.01.  The Company will furnish or cause to be
furnished to the Trustee (a) on each regular record date (as
defined in Section 2.03) for the Securities of each Tranche of a
series a list, in such form as the Trustee may reasonably
require, of the names and addresses of the holders of such
Tranche of Securities as of such regular record date, provided,
that the Company shall not be obligated to furnish or cause to be
furnished such list at any time that the list shall not differ in
any respect from the most recent list furnished to the Trustee by
the Company and (b) at such other times as the Trustee may
request in writing within 30 days after the receipt by the
Company of any such request, a list of similar form and content
as of a date not more than 15 days prior to the time such list is
furnished; provided, however, no such list need be furnished for
any series for which the Trustee shall be the Security Registrar.

     SECTION 5.02.  (a)  The Trustee shall preserve, in as
current a form as is reasonably practicable, all information as
to the names and addresses of the holders of Securities contained
in the most recent list furnished to it as provided in Section
5.01 and as to the names and addresses of holders of Securities
received by the Trustee in its capacity as Security Registrar (if
acting in such capacity).

     (b)  The Trustee may destroy any list furnished to it as
provided in Section 5.01 upon receipt of a new list so furnished.

     (c)  In case three or more holders of Securities of a series
(hereinafter referred to as "applicants") apply in writing to the
Trustee, and furnish to the Trustee reasonable proof that each
such applicant has owned a Security for a period of at least six
months preceding the date of such application, and such
application states that the applicants desire to communicate with
other holders of Securities of such series or holders of all
Securities with respect to their rights under this Indenture or
under such Securities, and is accompanied by a copy of the form
of proxy or other communication which such applicants propose to
transmit, then the Trustee shall, within five Business Days after
the receipt of such application, at its election, either:

          (1)  afford to such applicants access to the
     information preserved at the time by the Trustee in
     accordance with the provisions of subsection (a) of this
     Section 5.02; or

          (2)  inform such applicants as to the approximate
     number of holders of Securities of such series or of all
     Securities, as the case may be, whose names and addresses
     appear in the information preserved at the time by the
     Trustee, in accordance with the provisions of subsection (a)
     of this Section 5.02, and as to the approximate cost of
     mailing to such Securityholders the form of proxy or other
     communication, if any, specified in such application.

     (d)  If the Trustee shall elect not to afford such
applicants access to such information, the Trustee shall, upon
the written request of such applicants, mail to each holder of
such series or of all Securities, as the case may be, whose name
and address appears in the information preserved at the time by
the Trustee in accordance with the provisions of subsection (a)
of this Section 5.02, a copy of the form of proxy or other
communication which is specified in such request, with reasonable
promptness after a tender to the Trustee of the material to be
mailed and of payment, or provision for the payment, of the
reasonable expenses of mailing, unless within five days after
such tender, the Trustee shall mail to such applicants and file
with the Commission, together with a copy of the material to be
mailed, a written statement to the effect that, in the opinion of
the Trustee, such mailing would be contrary to the best interests
of the holders of Securities of such series or of all Securities,
as the case may be, or would be in violation of applicable law. 
Such written statement shall specify the basis of such opinion. 
If the Commission, after opportunity for a hearing upon the
objections specified in the written statement so filed, shall
enter an order refusing to sustain any of such objections or if,
after the entry of an order sustaining one or more of such
objections, the Commission shall find, after notice and
opportunity for hearing, that all the objections so sustained
have been met and shall enter an order so declaring, the Trustee
shall mail copies of such material to all such Securityholders
with reasonable promptness after the entry of such order and the
renewal of such tender; otherwise, the Trustee shall be relieved
of any obligation or duty to such applicants respecting their
application.

     (e)  Each and every holder of the Securities, by receiving
and holding the same, agrees with the Company and the Trustee
that neither the Company nor the Trustee nor any paying agent nor
any Security Registrar shall be held accountable by reason of the
disclosure of any such information as to the names and addresses
of the holders of Securities in accordance with the provisions of
subsection (c) of this Section, regardless of the source from
which such information was derived, and that the Trustee shall
not be held accountable by reason of mailing any material
pursuant to a request made under said subsection (c).

     SECTION 5.03.  (a)  The Company covenants and agrees to file
with the Trustee, within 30 days after the Company is required to
file the same with the Commission, a copy of the annual reports
and of the information, documents and other reports (or a copy of
such portions of any of the foregoing as the Commission may from
time to time by rules and regulations prescribe) which the
Company may be required to file with the Commission pursuant to
Section 13 or Section 15(d) of the Exchange Act; or, if the
Company is not required to file information, documents or reports
pursuant to either of such sections, then to file with the
Trustee and, unless the Commission shall not accept such
information, documents or reports, the Commission, in accordance
with the rules and regulations prescribed from time to time by
the Commission, such of the supplementary and periodic
information, documents and reports which may be required pursuant
to Section 13 of the Exchange Act, in respect of a security
listed and registered on a national securities exchange as may be
prescribed from time to time in such rules and regulations.

     (b)  The Company covenants and agrees to file with the
Trustee and the Commission, in accordance with the rules and
regulations prescribed from time to time by the Commission, such
additional information, documents and reports with respect to
compliance by the Company with the conditions and covenants
provided for in this Indenture as may be required from time to
time by such rules and regulations. 

     (c)  The Company covenants and agrees to transmit by mail,
first class postage prepaid, or reputable overnight delivery
service which provides for evidence of receipt, to the
Securityholders, as their names and addresses appear upon the
Security Register, within 30 days after the filing thereof with
the Trustee, such summaries of any information, documents and
reports required to be filed by the Company pursuant to
subsections (a) and (b) of this Section as may be required by
rules and regulations prescribed from time to time by the
Commission.

     (d)  The Company covenants and agrees to furnish to the
Trustee, on or before May 15 in each calendar year in which any
of the Securities are outstanding, or on or before such other day
in each calendar year as the Company and the Trustee may from
time to time agree upon, a Certificate as to compliance with all
conditions and covenants under this Indenture.  For purposes of
this subsection (d), such compliance shall be determined without
regard to any period of grace or requirement of notice provided
under this Indenture.

     (e)  Delivery of such information, documents or reports to
the Trustee pursuant to Section 5.03(a) or 5.03(b) is for
informational purposes only and the Trustee's receipt thereof
shall not constitute constructive notice of any information
contained therein or determinable from information contained
therein, including, in the case of Section 5.03(b), the Company's
compliance with any of the covenants hereunder.

     SECTION 5.04.  (a)  On or before July 15 in each year in
which any of the Securities are outstanding, the Trustee shall
transmit by mail, first class postage prepaid, to the
Securityholders, as their names and addresses appear upon the
Security Register, a brief report dated as of the preceding May
15, with respect to any of the following events which may have
occurred within the previous twelve months (but if no such event
has occurred within such period no report need be transmitted):

          (1)  any change to its eligibility under Section 7.09,
     and its qualifications under Section 310(b) of the Trust
     Indenture Act;

          (2)  the creation of or any material change to a
     relationship specified in paragraphs (1) through (10) of
     Section 310 of the Trust Indenture Act;

          (3)  the character and amount of any advances (and if
     the Trustee elects so to state, the circumstances
     surrounding the making thereof) made by the Trustee (as
     such) which remain unpaid on the date of such report, and
     for the reimbursement of which it claims or may claim a lien
     or charge, prior to that of the Securities, on any property
     or funds held or collected by it as trustee if such advances
     so remaining unpaid aggregate more than 1/2 of 1% of the
     principal amount of the Securities outstanding on the date
     of such report;

          (4)  any change to the amount, interest rate, and
     maturity date of all other indebtedness owing by the
     Company, or by any other obligor on the Securities, to the
     Trustee in its individual capacity, on the date of such
     report, with a brief description of any property held as
     collateral security therefor, except any indebtedness based
     upon a creditor relationship arising in any manner described
     in paragraphs (2), (3), (4) or (6) of Section 311(b) of the
     Trust Indenture Act;

          (5)  any change to the property and funds, if any,
     physically in the possession of the Trustee as such on the
     date of such report;

          (6)  any release, or release and substitution, of
     property subject to the lien, if any, of this Indenture (and
     the consideration thereof, if any) which it has not
     previously reported;

          (7)  any additional issue of Securities which the
     Trustee has not previously reported; and

          (8)  any action taken by the Trustee in the performance
     of its duties under this Indenture which it has not
     previously reported and which in its opinion materially
     affects the Securities or the Securities of any series,
     except any action in respect of a default, notice of which
     has been or is to be withheld by it in accordance with the
     provisions of Section 6.07.

     (b)  The Trustee shall transmit by mail, first class postage
prepaid, to the Securityholders, as their names and addresses
appear upon the Security Register, a brief report with respect to
the character and amount of any advances (and if the Trustee
elects so to state, the circumstances surrounding the making
thereof) made by the Trustee as such since the date of the last
report transmitted pursuant to the provisions of subsection (a)
of this Section (or if no such report has yet been so
transmitted, since the date of execution of this Indenture), for
the reimbursement of which it claims or may claim a lien or
charge prior to that of the Securities of any series on property
or funds held or collected by it as Trustee, and which it has not
previously reported pursuant to this subsection if such advances
remaining unpaid at any time aggregate more than 10% of the
principal amount of Securities of such series outstanding at such
time, such report to be transmitted within 90 days after such
time.

     (c)  A copy of each such report shall, at the time of such
transmission to Securityholders, be filed by the Trustee with the
Company, with each stock exchange upon which any Securities are
listed (if so listed) and also with the Commission.  The Company
agrees to notify the Trustee when any Securities become listed on
any stock exchange.


                           ARTICLE SIX
           REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                       ON EVENT OF DEFAULT

     SECTION 6.01.  (a)  Whenever used herein with respect to
Securities of a particular series, "Event of Default" means any
one or more of the following events which has occurred and is
continuing:

          (1)  default in the payment of any installment of
     interest upon any of the Securities of that series, as and
     when the same shall become due and payable, and continuance
     of such default for a period of 30 days;

          (2)  default in the payment of the principal of (or
     premium, if any, on) any of the Securities of that series as
     and when the same shall become due and payable whether at
     maturity, upon redemption, pursuant to any sinking fund
     obligation, by declaration or otherwise, and continuance of
     such default for a period of 3 Business Days;

          (3)  failure on the part of the Company duly to observe
     or perform any other of the covenants or agreements on the
     part of the Company with respect to that series contained in
     such Securities or otherwise established with respect to
     that series of Securities pursuant to Section 2.01 hereof or
     contained in this Indenture (other than a covenant or
     agreement which has been expressly included in this
     Indenture solely for the benefit of one or more series of
     Securities other than such series) for a period of 90 days
     after the date on which written notice of such failure,
     requiring the same to be remedied and stating that such
     notice is a "Notice of Default" hereunder, shall have been
     given to the Company by the Trustee, by registered or
     certified mail, or to the Company and the Trustee by the
     holders of at least 33% in principal amount of the
     Securities of that series at the time outstanding;

          (4)  a decree or order by a court having jurisdiction
     in  the premises shall have been entered adjudging the
     Company as bankrupt or insolvent, or approving as properly
     filed a petition seeking liquidation or reorganization of
     the Company under the Federal Bankruptcy Code or any other
     similar applicable Federal or State law, and such decree or
     order shall have continued unvacated and unstayed for a
     period of 90 consecutive days; or an involuntary case shall
     be commenced under such Code in respect of the Company and
     shall continue undismissed for a period of 90 consecutive
     days or an order for relief in such case shall have been
     entered; or a decree or order of a court having jurisdiction
     in the premises shall have been entered for the appointment
     on the ground of insolvency or bankruptcy of a receiver or
     custodian or liquidator or trustee or assignee in bankruptcy
     or insolvency of the Company or of its property, or for the
     winding up or liquidation of its affairs, and such decree or
     order shall have remained in force unvacated and unstayed
     for a period of 90 consecutive days;

          (5)  the Company shall institute proceedings to be
     adjudicated a voluntary bankrupt, or shall consent to the
     filing of a bankruptcy proceeding against it, or shall file
     a petition or answer or consent seeking liquidation or
     reorganization under the Federal Bankruptcy Code or any
     other similar applicable Federal or State law, or shall 
     consent to the filing of any such petition, or shall consent
     to the appointment on the ground of insolvency or bankruptcy
     of a receiver or custodian or liquidator or trustee or
     assignee in bankruptcy or insolvency of it or of its
     property, or shall make an assignment for the benefit of
     creditors; or

          (6)  the occurrence of any other Event of Default with
     respect to Securities of such series, as contemplated by
     Section 2.01 hereof.

     (b)  The Company shall file with the Trustee written notice
of the occurrence of any Event of Default within five Business
Days of the Company's becoming aware of any such Event of
Default.  In each and every such case, unless the principal of
all the Securities of that series shall have already become due
and payable, either the Trustee or the holders of not less than
33% in aggregate principal amount of the Securities of that
series then outstanding hereunder, by notice in writing to the
Company (and to the Trustee if given by such Securityholders),
may declare the principal (or, if any of such Securities are
Discount Securities, such portion of the principal amount thereof
as may be specified by their terms as contemplated by Section
2.01) of all the Securities of that series to be due and payable
immediately, and upon any such declaration the same shall become
and shall be immediately due and payable, anything contained in
this Indenture or in the Securities of that series or established
with respect to that series pursuant to Section 2.01 hereof to
the contrary notwithstanding.

     (c)  Section 6.01(b), however, is subject to the condition
that if, at any time after the principal of the Securities of
that series shall have been so declared due and payable, and
before any judgment or decree for the payment of the monies due
shall have been obtained or entered as hereinafter provided, the
Company shall pay or shall deposit with the Trustee a sum
sufficient to pay all matured installments of interest upon all
the Securities of that series and the principal of (and premium,
if any, on) any and all Securities of that series which shall
have become due otherwise than by acceleration (with interest
upon such principal and premium, if any, and, to the extent that
such payment is enforceable under applicable law, upon overdue
installments of interest, at the rate per annum expressed in the
Securities of that series to the date of such payment or deposit)
and the amount payable to the Trustee under Section 7.06, and any
and all defaults under the Indenture, other than the nonpayment
of principal on Securities of that series which shall not have
become due by their terms, shall have been remedied or waived as
provided in Section 6.06, then and in every such case the holders
of a majority in aggregate principal amount of the Securities of
that series then outstanding, by written notice to the Company
and to the Trustee, may rescind and annul such declaration and
its consequences with respect to that series of Securities; but
no such rescission and annulment shall extend to or shall affect
any subsequent default, or shall impair any right consequent
thereon.

     (d)  In case the Trustee shall have proceeded to enforce any
right with respect to Securities of that series under this
Indenture and such proceedings shall have been discontinued or
abandoned because of such rescission or annulment or for any
other reason or shall have been determined adversely to the
Trustee, then and in every such case the Company and the Trustee
shall be restored respectively to their former positions and
rights hereunder, and all rights, remedies and powers of the
Company and the Trustee shall continue as though no such
proceedings had been taken.

     SECTION 6.02.  (a)  The Company covenants that in case an
Event of Default described in subsection 6.01(a)(1) or (a)(2)
shall have occurred and be continuing, upon demand of the
Trustee, the Company will pay to the Trustee, for the benefit of
the holders of the Securities of that series, the whole amount
that then shall have become due and payable on all such
Securities for principal (and premium, if any) or interest, or
both, as the case may be, with interest upon the overdue
principal (and premium, if any) and (to the extent that payment
of such interest is enforceable under applicable law and without
duplication of any other amounts paid by the Company in respect
thereof) upon overdue installments of interest at the rate per
annum expressed in the Securities of that series; and, in
addition thereto, such further amount as shall be sufficient to
cover the costs and expenses of collection, and the amount
payable to the Trustee under Section 7.06.

     (b)  In case the Company shall fail forthwith to pay such
amounts upon such demand, the Trustee, in its own name and as
trustee of an express trust, shall be entitled and empowered to
institute any action or proceedings at law or in equity for the
collection of the sums so due and unpaid, and may prosecute any
such action or proceeding to judgment or final decree, and may
enforce any such judgment or final decree against the Company or
other obligor upon the Securities of that series and collect in
the manner provided by law out of the property of the Company or
other obligor upon the Securities of that series wherever
situated the monies adjudged or decreed to be payable.

     (c)  In case of any receivership, insolvency, liquidation,
bankruptcy, reorganization, readjustment, arrangement,
composition or other judicial proceedings affecting the Company,
any other obligor on such Securities, or the creditors or
property of either, the Trustee shall have power to intervene in
such proceedings and take any action therein that may be
permitted by the court and shall (except as may be otherwise
provided by law) be entitled to file such proofs of claim and
other papers and documents as may be necessary or advisable in
order to have the claims of the Trustee and of the holders of
Securities of such series allowed for the entire amount due and
payable by the Company or such other obligor under this Indenture
at the date of institution of such proceedings and for any
additional amount which may become due and payable by the Company
or such other obligor after such date, and to collect and receive
any monies or other property payable or deliverable on any such
claim, and to distribute the same after the deduction of the
amount payable to the Trustee under Section 7.06; and any
receiver, assignee or trustee in bankruptcy or reorganization is
hereby authorized by each of the holders of Securities of such
series to make such payments to the Trustee, and, in the event
that the Trustee shall consent to the making of such payments
directly to such Securityholders, to pay to the Trustee any
amount due it under Section 7.06.

     (d)  All rights of action and of asserting claims under this
Indenture, or under any of the terms established with respect to
Securities of that series, may be enforced by the Trustee without
the possession of any of such Securities, or the production
thereof at any trial or other proceeding relative thereto, and
any such suit or proceeding instituted by the Trustee shall be
brought in its own name as trustee of an express trust, and any
recovery of judgment shall, after provision for payment to the
Trustee of any amounts due under Section 7.06, be for the ratable
benefit of the holders of the Securities of such series. 

     In case of an Event of Default hereunder, the Trustee may in
its discretion proceed to protect and enforce the rights vested
in it by this Indenture by such appropriate judicial proceedings
as the Trustee shall deem most effectual to protect and enforce
any of such rights, either at law or in equity or in bankruptcy
or otherwise, whether for the specific enforcement of any
covenant or agreement contained in the Indenture or in aid of the
exercise of any power granted in this Indenture, or to enforce
any other legal or equitable right vested in the Trustee by this
Indenture or by law.

     Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf
of any Securityholder any plan of reorganization, arrangement,
adjustment or composition affecting the Securities of that series
or the rights of any holder thereof or to authorize the Trustee
to vote in respect of the claim of any Securityholder in any such
proceeding.

     SECTION 6.03.  Any monies collected by the Trustee pursuant
to Section 6.02 with respect to a particular series of Securities
shall be applied in the order following, at the date or dates
fixed by the Trustee and, in case of the distribution of such
monies on account of principal (or premium, if any) or interest,
upon presentation of the several Securities of that series, and
stamping thereon the payment, if only partially paid, and upon
surrender thereof if fully paid:

          FIRST:    To the payment of costs and expenses of
     collection and of all amounts payable to the Trustee under
     Section 7.06;

          SECOND:   To the payment of the amounts then due and
     unpaid upon Securities of such series for principal (and
     premium, if any) and interest, in respect of which or for
     the benefit of which such money has been collected, ratably,
     without preference or priority of any kind, according to the
     amounts due and payable on such Securities for principal
     (and premium, if any) and interest, respectively; and

          THIRD:    To the Company.

     SECTION 6.04.  No holder of any Security of any series shall
have any right by virtue or by availing of any provision of this
Indenture to institute any suit, action or proceeding in equity
or at law upon or under or with respect to this Indenture or for
the appointment of a receiver or trustee, or for any other remedy
hereunder, unless such holder previously shall have given to the
Trustee written notice of an Event of Default and of the
continuance thereof with respect to Securities of such series
specifying such Event of Default, as hereinbefore provided, and
unless also the holders of not less than 33% in aggregate
principal amount of the Securities of such series then
outstanding shall have made written request upon the Trustee to
institute such action, suit or proceeding in its own name as
trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs,
expenses and liabilities to be incurred therein or thereby, and
the Trustee for 60 days after its receipt of such notice, request
and offer of indemnity, shall have failed to institute any such
action, suit or proceeding; it being understood and intended, and
being expressly covenanted by the taker and holder of every
Security of such series with every other such taker and holder
and the Trustee, that no one or more holders of Securities of
such series shall have any right in any manner whatsoever by
virtue or by availing of any provision of this Indenture to
affect, disturb or prejudice the rights of the holders of any
other of such Securities, or to obtain or seek to obtain priority
over or preference to any other such holder, or to enforce any
right under this Indenture, except in the manner herein provided
and for the equal, ratable and common benefit of all holders of
Securities of such series.  For the protection and enforcement of
the provisions of this Section, each and every Securityholder and
the Trustee shall be entitled to such relief as can be given
either at law or in equity.

     Notwithstanding any other provisions of this Indenture,
however, the right of any holder of any Security to receive
payment of the principal of (and premium, if any) and interest on
such Security, as therein provided, on or after the respective
due dates expressed in such Security (or in the case of
redemption, on the redemption date), or to institute suit for the
enforcement of any such payment on or after such respective dates
or redemption date, shall not be impaired or affected without the
consent of such holder.

     SECTION 6.05.  (a)  All powers and remedies given by this
Article to the Trustee or to the Securityholders shall, to the
extent permitted by law, be deemed cumulative and not exclusive
of any others thereof or of any other powers and remedies
available to the Trustee or the holders of the Securities, by
judicial proceedings or otherwise, to enforce the performance or
observance of the covenants and agreements contained in this
Indenture or otherwise established with respect to such
Securities.

     (b)  No delay or omission of the Trustee or of any holder of
any of the Securities to exercise any right or power accruing
upon any Event of Default occurring and continuing as aforesaid
shall impair any such right or power, or shall be construed to be
a waiver of any such default or an acquiescence therein; and,
subject to the provisions of Section 6.04, every power and remedy
given by this Article or by law to the Trustee or to the
Securityholders may be exercised from time to time, and as often
as shall be deemed expedient, by the Trustee or by the
Securityholders.

     SECTION 6.06.  The holders of a majority in aggregate
principal amount of the Securities of any series at the time
outstanding, determined in accordance with Section 8.04, shall
have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee with
respect to such series; provided, however, that such direction
shall not be in conflict with any rule of law or with this
Indenture or unduly prejudicial to the rights of holders of
Securities of any other series at the time outstanding determined
in accordance with Section 8.04 not parties thereto.  Subject to
the provisions of Section 7.01, the Trustee shall have the right
to decline to follow any such direction if the Trustee in good
faith shall, by a Responsible Officer or Officers of the Trustee,
determine that the proceeding so directed might involve the
Trustee in personal liability.  The holders of a majority in
aggregate principal amount of the Securities of any series at the
time outstanding affected thereby, determined in accordance with
Section 8.04, may on behalf of the holders of all of the
Securities of such series waive any past default in the
performance of any of the covenants contained herein or
established pursuant to Section 2.01 with respect to such series
and its consequences, except a default in the payment of the
principal of, or premium, if any, or interest on, any of the
Securities of that series as and when the same shall become due
by the terms of such Securities otherwise than by acceleration
(unless such default has been cured and a sum sufficient to pay
all matured installments of interest and principal otherwise than
by acceleration and any premium has been deposited with the
Trustee (in accordance with Section 6.01(c))) or a call for
redemption of Securities of that series. Upon any such waiver,
the default covered thereby shall be deemed to be cured for all
purposes of this Indenture and the Company, the Trustee and the
holders of the Securities of such series shall be restored to
their former positions and rights hereunder, respectively; but no
such waiver shall extend to any subsequent or other default or
impair any right consequent thereon.

     SECTION 6.07.  The Trustee shall, within 90 days after the
occurrence of a default with respect to a particular series,
transmit by mail, first class postage prepaid, to the holders of
Securities of that series, as their names and addresses appear
upon the Security Register, notice of all defaults with respect
to that series known to the Trustee, unless such defaults shall
have been cured or waived before the giving of such notice (the
term "defaults" for the purposes of this Section being hereby
defined to be the events specified in subsections (1), (2), (3),
(4), (5), (6) and (7) of Section 6.01(a), not including any
periods of grace provided for therein and irrespective of the
giving of notice provided for by subsection (4) of Section
6.01(a)); provided, that, except in the case of default in the
payment of the principal of (or premium, if any) or interest on
any of the Securities of that series or in the payment of any
sinking or analogous fund installment established with respect to
that series, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive
committee, or a trust committee of directors and/or Responsible
Officers, of the Trustee in good faith determine that the
withholding of such notice is in the interests of the holders of
Securities of that series; provided further, that in the case of
any default of the character specified in Section 6.01(a)(4) with
respect to Securities of such series no such notice to the
holders of the Securities of that series shall be given until at
least 30 days after the occurrence thereof.

     The Trustee shall not be deemed to have knowledge of any
default, except (i) a default under subsection (a)(1), (a)(2) or
(a)(3) of Section 6.01 as long as the Trustee is acting as paying
agent for such series of Securities or (ii) any default as to
which the Trustee shall have received written notice or a
Responsible Officer charged with the administration of this
Indenture shall have obtained written notice.

     SECTION 6.08.  All parties to this Indenture agree, and each
holder of any Securities by his or her acceptance thereof shall
be deemed to have agreed, that any court may in its discretion
require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any
action taken or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such
suit, and that such court may in its discretion assess reasonable
costs, including reasonable attorneys' fees, against any party
litigant in such suit, having due regard to the merits and good
faith of the claims or defenses made by such party litigant; but
the provisions of this Section shall not apply to any suit
instituted by the Trustee, to any suit instituted by any
Securityholder, or group of Securityholders, holding more than
10% in aggregate principal amount of the outstanding Securities
of any series, or to any suit instituted by any Securityholder
for the enforcement of the payment of the principal of (or
premium, if any) or interest on any Security of such series, on
or after the respective due dates expressed in such Security or
established pursuant to this Indenture.


                          ARTICLE SEVEN
                     CONCERNING THE TRUSTEE

     SECTION 7.01.  (a)  The Trustee, prior to the occurrence of
an Event of Default with respect to Securities of a series and
after the curing of all Events of Default with respect to
Securities of that series which may have occurred, shall
undertake to perform with respect to Securities of such series
such duties and only such duties as are specifically set forth in
this Indenture, and no implied covenants or obligations shall be
read into this Indenture against the Trustee.  In case an Event
of Default with respect to Securities of a series has occurred
(which has not been cured or waived), the Trustee shall exercise
with respect to Securities of that series such of the rights and
powers vested in it by this Indenture, and use the same degree of
care and skill in their exercise, as a prudent man would exercise
or use under the circumstances in the conduct of his own affairs.

     (b)  No provision of this Indenture shall be construed to
relieve the Trustee from liability for its own negligent action,
its own negligent failure to act, or its own willful misconduct,
except that: 

          (1)  prior to the occurrence of an Event of Default
     with respect to Securities of a series and after the curing
     or waiving of all such Events of Default with respect to
     that series which may have occurred:

               (i)  the duties and obligations of the Trustee
          shall with respect to Securities of such series be
          determined solely by the express provisions of this
          Indenture, and the Trustee shall not be liable with
          respect to Securities of such series except for the
          performance of such duties and obligations as are
          specifically set forth in this Indenture, and no
          implied covenants or obligations shall be read into
          this Indenture against the Trustee; and 

               (ii) in the absence of bad faith on the part of
          the Trustee, the Trustee may with respect to Securities
          of such series conclusively rely, as to the truth of
          the statements and the correctness of the opinions
          expressed therein, upon any certificates or opinions
          furnished to the Trustee and conforming to the
          requirements of this Indenture; but in the case of any
          such certificates or opinions which by any provision
          hereof are specifically required to be furnished to the
          Trustee, the Trustee shall be under a duty to examine
          the same to determine whether or not they conform to
          the requirements of this Indenture (but need not
          confirm or investigate the accuracy of mathematical
          calculations or other facts stated therein);

          (2)  the Trustee shall not be liable for any error of
     judgment made in good faith by a Responsible Officer or
     Responsible Officers of the Trustee, unless it shall be
     proved that the Trustee was negligent in ascertaining the
     pertinent facts;

          (3)  the Trustee shall not be liable with respect to
     any action taken or omitted to be taken by it in good faith
     in accordance with the direction of the holders of not less
     than a majority in principal amount of the Securities of any
     series at the time outstanding relating to the time, method
     and place of conducting any proceeding for any remedy
     available to the Trustee, or exercising any trust or power
     conferred upon the Trustee under this Indenture with respect
     to the Securities of that series; and

          (4)  none of the provisions contained in this Indenture
     shall require the Trustee to expend or risk its own funds or
     otherwise incur or risk personal financial liability in the
     performance of any of its duties or in the exercise of any
     of its rights or powers, if the Trustee reasonably believes
     that the repayment of such funds or liability is not
     reasonably assured to it under the terms of this Indenture
     or adequate indemnity against such risk is not reasonably
     assured to it.

     (c)  Whether or not therein expressly so provided, every
provision of this Indenture relating to the conduct or affecting
the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section 7.01.

     SECTION 7.02.  Except as otherwise provided in Section 7.01:

     (a)  The Trustee may conclusively rely and shall be fully
protected in acting or refraining from acting upon any
resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, demand, approval,
bond, security or other paper or document believed by it (i) to
be genuine and (ii) to have been signed or presented by the
proper party or parties;

     (b)  Any request, direction, order or demand of the Company
mentioned herein shall be sufficiently evidenced by a Board
Resolution or an Officers' Certificate (unless other evidence in
respect thereof is specifically prescribed herein);

     (c)  The Trustee may consult with counsel and the written
advice of such counsel or any Opinion of Counsel shall be full
and complete authorization and protection in respect of any
action taken or suffered or omitted hereunder in good faith and
in reliance thereon;

     (d)  The Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Indenture at the
request, order or direction of any of the Securityholders,
pursuant to the provisions of this Indenture, unless such
Securityholders shall have offered to the Trustee security or
indemnity satisfactory to it against the costs, expenses and
liabilities which may be incurred therein or thereby; nothing
herein contained shall, however, relieve the Trustee of the
obligation, upon the occurrence of an Event of Default with
respect to a series of the Securities (which has not been cured
or waived) to exercise with respect to Securities of that series
such of the rights and powers vested in it by this Indenture, and
to use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the
conduct of his own affairs;

     (e)  The Trustee shall not be liable for any action taken or
omitted to be taken by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred
upon it by this Indenture;

     (f)  The Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice,
request, consent, direction, order, demand, approval, bond,
security, or other papers or documents, unless requested in
writing so to do by the holders of not less than a majority in
principal amount of the outstanding Securities of the particular
series affected thereby (determined as provided in Section 8.04);
provided, however, that if the payment within a reasonable time
to the Trustee of the costs, expenses or liabilities likely to be
incurred by it in the making of such investigation is, in the
opinion of the Trustee, not reasonably assured to the Trustee by
the security afforded to it by the terms of this Indenture, the
Trustee may require reasonable indemnity against such costs,
expenses or liabilities as a condition to so proceeding.  The
reasonable expense of every such examination shall be paid by the
Company or, if paid by the Trustee, shall be repaid by the
Company upon demand.  Notwithstanding the foregoing, the Trustee,
in its direction, may make such further inquiry or investigation
into such facts or matters as it may see fit.  In making any
investigation required or authorized by this subparagraph, the
Trustee shall be entitled to examine books, records and premises
of the Company, personally or by agent or attorney;

     (g)  The Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by
or through agents or attorneys and the Trustee shall not be
responsible for any misconduct or negligence on the part of any
agent or attorney appointed with due care by it hereunder;

     (h)  The permissive right of the Trustee to do things
enumerated in this Indenture shall not be construed as a duty.

     SECTION 7.03.  (a)  The recitals contained herein and in the
Securities (other than the Certificate of Authentication on the
Securities) shall be taken as the statements of the Company, and
the Trustee assumes no responsibility for the correctness of the
same.

     (b)  The Trustee makes no representations as to the validity
or sufficiency of this Indenture or of the Securities.

     (c)  The Trustee shall not be accountable for the use or
application by the Company of any of the Securities or of the
proceeds of such Securities, or for the use or application of any
monies paid over by the Trustee in accordance with any provision
of this Indenture or established pursuant to Section 2.01, or for
the use or application of any monies received by any paying agent
other than the Trustee.

     SECTION 7.04.  The Trustee or any paying agent or Security
Registrar, in its individual or any other capacity, may become
the owner or pledgee of Securities with the same rights it would
have if it were not Trustee, paying agent or Security Registrar.

     SECTION 7.05.  Subject to the provisions of Section 11.04,
all monies received by the Trustee shall, until used or applied
as herein provided, be held in trust for the purposes for which
they were received, but need not be segregated from other funds
except to the extent required by law.  The Trustee shall be under
no liability for interest on any monies received by it hereunder
except such as it may agree in writing with the Company to pay
thereon.

     SECTION 7.06.  (a)  The Company covenants and agrees to pay
to the Trustee from time to time, and the Trustee shall be
entitled to, reasonable compensation (which shall not be limited
by any provision of law in regard to the compensation of a
trustee of an express trust) for all services rendered by it in
the execution of the trusts hereby created and in the exercise
and performance of any of the powers and duties hereunder of the
Trustee, and the Company will pay or reimburse the Trustee upon
its request for all reasonable expenses, disbursements and
advances incurred or made by the Trustee in accordance with any
of the provisions of this Indenture (including the reasonable
compensation and the reasonable expenses and disbursements of its
counsel and agents and of all persons not regularly in its
employ) except any such expense, disbursement or advance as may
arise from its negligence, willful misconduct or bad faith.  The
Company also covenants to indemnify the Trustee (and its
officers, agents, directors and employees) for, and to hold it
harmless against, any loss, liability or expense incurred without
negligence, willful misconduct or bad faith on the part of the
Trustee and arising out of or in connection with the acceptance
or administration of this trust, including the reasonable costs
and expenses of defending itself against any claim or liability
in connection with the exercise or performance of any of its
powers or duties hereunder.

     (b)  The obligations of the Company under this Section to
compensate and indemnify the Trustee and to pay or reimburse the
Trustee for expenses, disbursements and advances shall constitute
additional indebtedness hereunder.  Such additional indebtedness
shall be secured by a lien prior to that of the Securities upon
all property and funds held or collected by the Trustee as such,
except funds held in trust for the benefit of the holders of
particular Securities.

     (c)  Without prejudice to any other rights available to the
Trustee under applicable law, when the Trustee incurs expenses or
renders services in connection with an Event of Default, the
expenses (including reasonable charges and expenses of its
counsel) and compensation for its services are intended to
constitute expenses of administration under applicable federal or
state bankruptcy, insolvency or similar law.

     (d)  The provisions of this Section 7.06 shall survive the
satisfaction and discharge of this Indenture or the appointment
of a successor trustee.

     SECTION 7.07.  Except as otherwise provided in Section 7.01,
whenever in the administration of the provisions of this
Indenture the Trustee shall deem it necessary or desirable that a
matter be proved or established prior to taking or suffering or
omitting to take any action hereunder, such matter (unless other
evidence in respect thereof be herein specifically prescribed)
may, in the absence of bad faith on the part of the Trustee, be
deemed to be conclusively proved and established by an Officers'
Certificate delivered to the Trustee and such certificate, in the
absence of bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted
to be taken by it under the provisions of this Indenture upon the
faith thereof.

     SECTION 7.08.  If the Trustee has acquired or shall acquire
a conflicting interest within the meaning of the Trust Indenture
Act, the Trustee shall either eliminate such interest or resign,
to the extent and in the manner provided by, and subject to the
provisions of, the Trust Indenture Act and this Indenture.

     SECTION 7.09.  There shall at all times be a Trustee with
respect to the Securities issued hereunder which shall at all
times be a corporation organized and doing business under the
laws of the United States of America or any State or Territory
thereof or of the District of Columbia, or a corporation or other
person permitted to act as trustee by the Commission, authorized
under such laws to exercise corporate trust powers, having a
combined capital and surplus of at least 50 million dollars, and
subject to supervision or examination by Federal, State,
Territorial, or District of Columbia authority. If such
corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published.  The
Company may not, nor may any person directly or indirectly
controlling, controlled by, or under common control with the
Company, serve as Trustee.  In case at any time the Trustee shall
cease to be eligible in accordance with the provisions of this
Section, the Trustee shall resign immediately in the manner and
with the effect specified in Section 7.10.

     SECTION 7.10.  (a)  The Trustee or any successor hereafter
appointed, may at any time resign with respect to the Securities
of one or more series by giving written notice thereof to the
Company and by transmitting notice of resignation by mail, first
class postage prepaid, to the Securityholders of such series, as
their names and addresses appear upon the Security Register. 
Upon receiving such notice of resignation, the Company shall
promptly appoint a successor trustee with respect to Securities
of such series by written instrument, in duplicate, executed by
order of the Board of Directors, one copy of which instrument
shall be delivered to the resigning Trustee and one copy to the
successor trustee.  If no successor trustee shall have been so
appointed and have accepted appointment within 30 days after the
mailing of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment
of a successor trustee with respect to Securities of such series,
or any Securityholder of that series who has been a bona fide
holder of a Security or Securities for at least six months may,
subject to the provisions of Section 6.08, on behalf of himself
and all others similarly situated, petition any such court for
the appointment of a successor trustee.  Such court may thereupon
after such notice, if any, as it may deem proper and prescribe,
appoint a successor trustee.

     (b)  In case at any time any of the following shall occur: 

          (1)  the Trustee shall fail to comply with the
     provisions of Section 7.08 after written request therefor by
     the Company or by any Securityholder who has been a bona
     fide holder of a Security or Securities for at least six
     months; or

          (2)  The Trustee shall cease to be eligible in
     accordance with the provisions of Section 7.09 and shall
     fail to resign after written request therefor by the Company
     or by any such Securityholder; or

          (3)  the Trustee shall become incapable of acting, or
     shall be adjudged a bankrupt or insolvent, or a receiver of
     the Trustee or of its property shall be appointed, or any
     public officer shall take charge or control of the Trustee
     or of its property or affairs for the purpose of
     rehabilitation, conservation or liquidation;

then, in any such case, the Company may remove the Trustee with
respect to all Securities and appoint a successor trustee by
written instrument, in duplicate, executed by order of the Board
of Directors, one copy of which instrument shall be delivered to
the Trustee so removed and one copy to the successor trustee, or,
subject to the provisions of Section 6.08, unless, with respect
to subsection (b)(1) above, the Trustee's duty to resign is
stayed as provided in Section 310(b) of the Trust Indenture Act,
any Securityholder who has been a bona fide holder of a Security
or Securities for at least six months may, on behalf of himself
and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee and the
appointment of a successor trustee.  Such court may thereupon
after such notice, if any, as it may deem proper and prescribe,
remove the Trustee and appoint a successor trustee.

     (c)  The holders of a majority in aggregate principal amount
of the Securities of any series at the time outstanding may at
any time remove the Trustee with respect to such series and
appoint a successor trustee.

     (d)  Any resignation or removal of the Trustee and
appointment of a successor trustee with respect to the Securities
of a series pursuant to any of the provisions of this Section
shall become effective upon acceptance of appointment by the
successor trustee as provided in Section 7.11.

     (e)  Any successor trustee appointed pursuant to this
Section may be appointed with respect to the Securities of one or
more series or all of such series, and at any time there shall be
only one Trustee with respect to the Securities of any particular
series.

     SECTION 7.11.  (a)  In case of the appointment hereunder of
a successor trustee with respect to all Securities, every such
successor trustee so appointed shall execute, acknowledge and
deliver to the Company and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or
removal of the retiring Trustee shall become effective and such
successor trustee, without any further act, deed or conveyance,
shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee; but, on the request of the
Company or the successor trustee, such retiring Trustee shall,
upon payment of its charges, execute and deliver an instrument
transferring to such successor trustee all the rights, powers,
and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor trustee all property and
money held by such retiring Trustee hereunder, subject to any
prior lien provided for in Section 7.06(b).

     (b)  In case of the appointment hereunder of a successor
trustee with respect to the Securities of one or more (but not
all) series, the Company, the retiring Trustee and each successor
trustee with respect to the Securities of one or more series
shall execute and deliver an indenture supplemental hereto
wherein each successor trustee shall accept such appointment and
which (1) shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, each
successor trustee all the rights, powers, trusts and duties of
the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor trustee
relates, (2) shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the
Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the
retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for
or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in
such supplemental indenture shall constitute such Trustees
co-trustees of the same trust, that each such Trustee shall be
trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such
Trustee and that no Trustee shall be responsible for any act or
failure to act on the part of any other Trustee hereunder; and
upon the execution and delivery of such supplemental indenture
the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein, such retiring Trustee
shall with respect to the Securities of that or those series to
which the appointment of such successor trustee relates have no
further responsibility for the exercise of rights and powers or
for the performance of the duties and obligations vested in the
Trustee under this Indenture, and each such successor trustee,
without any further act, deed or conveyance, shall become vested
with all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to
which the appointment of such successor trustee relates; but, on
request of the Company or any successor trustee, such retiring
Trustee shall duly assign, transfer and deliver to such successor
trustee, to the extent contemplated by such supplemental
indenture, the property and money held by such retiring Trustee
hereunder with respect to the Securities of that or those series
to which the appointment of such successor trustee relates.

     (c)  Upon request of any such successor trustee, the Company
shall execute any and all instruments for more fully and
certainly vesting in and confirming to such successor trustee all
such rights, powers and trusts referred to in paragraph (a) or
(b) of this Section, as the case may be.

     (d)  No successor trustee shall accept its appointment
unless at the time of such acceptance such successor trustee
shall be qualified under the Trust Indenture Act and eligible
under this Article.

     (e)  Upon acceptance of appointment by a successor trustee
as provided in this Section, the Company shall transmit notice of
the succession of such trustee hereunder by mail, first class
postage prepaid, to the Securityholders, as their names and
addresses appear upon the Security Register.  If the Company
fails to transmit such notice within ten days after acceptance of
appointment by the successor trustee, the successor trustee shall
cause such notice to be transmitted at the expense of the
Company.

     SECTION 7.12.  Any corporation into which the Trustee may be
merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the
corporate trust business of the Trustee, shall be the successor
of the Trustee hereunder, provided such corporation shall be
qualified under the provisions of the Trust Indenture Act and
eligible under the provisions of Section 7.09, without the
execution or filing of any paper or any further act on the part
of any of the parties hereto, anything herein to the contrary
notwithstanding.  In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office,
any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver
the Securities so authenticated with the same effect as if such
successor Trustee had itself authenticated such Securities.

     SECTION 7.13.  If and when the Trustee shall become a
creditor of the Company (or any other obligor upon the
Securities), the Trustee shall be subject to the provisions of
the Trust Indenture Act regarding collection of claims against
the Company (or any other obligor upon the Securities).


                          ARTICLE EIGHT
                 CONCERNING THE SECURITYHOLDERS

     SECTION 8.01. Whenever in this Indenture it is provided that
the holders of a majority or specified percentage in aggregate
principal amount of the Securities of a particular series may
take any action (including the making of any demand or request,
the giving of any notice, consent or waiver or the taking of any
other action), the fact that at the time of taking any such
action the holders of such majority or specified percentage of
that series have joined therein may be evidenced by any
instrument or any number of instruments of similar tenor executed
by such holders of Securities of that series in person or by
agent or proxy appointed in writing.

     If the Company shall solicit from the Securityholders of any
series any request, demand, authorization, direction, notice,
consent, waiver or other action, the Company may, at its option,
as evidenced by an Officers' Certificate, fix in advance a record
date for such series for the determination of Securityholders
entitled to give such request, demand, authorization, direction,
notice, consent, waiver or other action, but the Company shall
have no obligation to do so.  If such a record date is fixed,
such request, demand, authorization, direction, notice, consent,
waiver or other action may be given before or after the record
date, but only the Securityholders of record at the close of
business on the record date shall be deemed to be Securityholders
for the purposes of determining whether Securityholders of the
requisite proportion of outstanding Securities of that series
have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other
action, and for that purpose the outstanding Securities of that
series shall be computed as of the record date; provided that no
such authorization, agreement or consent by such Securityholders
on the record date shall be deemed effective unless it shall
become effective pursuant to the provisions of this Indenture not
later than six months after the record date.

     In determining whether the holders of the requisite
aggregate principal amount of Securities of a particular series
have concurred in any direction, consent or waiver under this
Indenture, the principal amount of a Discount Security that shall
be deemed to be outstanding for such purposes shall be the amount
of the principal thereof that would be due and payable as of the
date of such determination upon a declaration of acceleration of
the maturity thereof pursuant to Section 6.01.

     SECTION 8.02.  Subject to the provisions of Section 7.01,
proof of the execution of any instrument by a Securityholder
(such proof will not require notarization) or his agent or proxy
and proof of the holding by any person of any of the Securities
shall be sufficient if made in the following manner:

     (a)  The fact and date of the execution by any such person
of any instrument may be proved in any reasonable manner
acceptable to the Trustee.

     (b)  The ownership of Securities shall be proved by the
Security Register of such Securities or by a certificate of the
Security Registrar thereof.

     (c)  The Trustee may require such additional proof of any
matter referred to in this Section as it shall deem necessary.

     SECTION 8.03.  Prior to the due presentment for registration
of transfer of any Security, the Company, the Trustee, any paying
agent and any Security Registrar may deem and treat the person in
whose name such Security shall be registered upon the books of
the Company as the absolute owner of such Security (whether or
not such Security shall be overdue and notwithstanding any notice
of ownership or writing thereon made by anyone other than the
Security Registrar) for the purpose of receiving payment of or on
account of the principal of and premium, if any, and (subject to
Section 2.03) interest on such Security and for all other
purposes; and neither the Company nor the Trustee nor any paying
agent nor any Security Registrar shall be affected by any notice
to the contrary.

     SECTION 8.04.  In determining whether the holders of the
requisite aggregate principal amount of Securities of a
particular series have concurred in any direction, consent or
waiver under this Indenture, Securities of that series which are
owned by the Company or any other obligor on the Securities of
that series or by any person directly or indirectly controlling
or controlled by or under common control with the Company or any
other obligor on the Securities of that series shall be
disregarded and deemed not to be outstanding for the purpose of
any such determination, except that for the purpose of
determining whether the Trustee shall be protected in relying on
any such direction, consent or waiver, only Securities of such
series which the Trustee actually knows are so owned shall be so
disregarded.  Securities so owned which have been pledged in good
faith may be regarded as outstanding for the purposes of this
Section, if the pledgee shall establish to the satisfaction of
the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not a person directly or
indirectly controlling or controlled by or under direct or
indirect common control with the Company or any such other
obligor.  In case of a dispute as to such right, any decision by
the Trustee taken upon the advice of counsel shall be full
protection to the Trustee.

     SECTION 8.05.  At any time prior to (but not after) the
evidencing to the Trustee, as provided in Section 8.01, of the
taking of any action by the holders of the majority or percentage
in aggregate principal amount of the Securities of a particular
series specified in this Indenture in connection with such
action, any holder of a Security of that series which is shown by
the evidence to be included in the Securities the holders of
which have consented to such action may, by filing written notice
with the Trustee, and upon proof of holding as provided in
Section 8.02, revoke such action so far as concerns such
Security.  Except as aforesaid any such action taken by the
holder of any Security shall be conclusive and binding upon such
holder and upon all future holders and owners of such Security,
and of any Security issued in exchange therefor, on registration
of transfer thereof or in place thereof, irrespective of whether
or not any notation in regard thereto is made upon such Security. 
Any action taken by the holders of the majority or percentage in
aggregate principal amount of the Securities of a particular
series specified in this Indenture in connection with such action
shall be conclusively binding upon the Company, the Trustee and
the holders of all the Securities of that series.


                          ARTICLE NINE
                     SUPPLEMENTAL INDENTURES

     SECTION 9.01.  In addition to any supplemental indenture
otherwise authorized by this Indenture, the Company, when
authorized by a Board Resolution, and the Trustee may from time
to time and at any time enter into an indenture or indentures
supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act as then in effect), without the consent of
the Securityholders, for one or more of the following purposes: 

     (a)  to evidence the succession of another person to the
Company, and the assumption by any such successor of the
covenants of the Company contained herein or otherwise
established with respect to the Securities; or

     (b)  to add to the covenants of the Company such further
covenants, restrictions, conditions or provisions for the
protection of the holders of the Securities of all or any series,
and to make the occurrence, or the occurrence and continuance, of
a default in any of such additional covenants, restrictions,
conditions or provisions a default or an Event of Default with
respect to such series permitting the enforcement of all or any
of the several remedies provided in this Indenture as herein set
forth; provided, however, that in respect of any such additional
covenant, restriction, condition or provision such supplemental
indenture may provide for a particular period of grace after
default (which period may be shorter or longer than that allowed
in the case of other defaults) or may provide for an immediate
enforcement upon such default or may limit the remedies available
to the Trustee upon such default or may limit the right of the
holders of a majority in aggregate principal amount of the
Securities of such series to waive such default; or

     (c)  to cure any ambiguity or to correct or supplement any
provision contained herein or in any supplemental indenture which
may be defective or inconsistent with any other provision
contained herein or in any supplemental indenture, or to make
such other provisions in regard to matters or questions arising
under this Indenture as shall not be inconsistent with the
provisions of this Indenture and shall not adversely affect the
interests of the holders of the Securities of any series; or

     (d)  to change or eliminate any of the provisions of this
Indenture or to add any new provision to this Indenture;
provided, however, that such change, elimination or addition
shall become effective only when there is no Security outstanding
of any series created prior to the execution of such supplemental
indenture that is entitled to the benefit of such provisions; or

     (e)  to establish the form or terms of Securities of any
series as permitted by Section 2.01; or

     (f)  to add any additional Events of Default with respect to
all or any series of outstanding Securities; or

     (g)  to provide collateral security for the Securities; or

     (h)  to provide for the authentication and delivery of
bearer securities and coupons appertaining thereto representing
interest, if any, thereon and for the procedures for the
registration, exchange and replacement thereof and for the giving
of notice to, and the solicitation of the vote or consent of, the
holders thereof, and for any other matters incidental thereto; or

     (i)  to evidence and provide for the acceptance of
appointment hereunder by a separate or successor Trustee with
respect to the Securities of one or more series and to add to or
change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the
trusts hereunder by more than one Trustee, pursuant to the
requirements of Article Seven; or

     (j)  to change any place or places where (1) the principal
of and premium, if any, and interest, if any, on all or any
series of Securities shall be payable, (2) all or any series of
Securities may be surrendered for registration of transfer, (3)
all or any series of Securities may be surrendered for exchange
and (4) notices and demands to or upon the Company in respect of
all or any series of Securities and this Indenture may be served;
provided, however, that any such place shall be located in New
York, New York or be the principal office of the Company; or 

     (k)  to provide for the payment by the Company of additional
amounts in respect of certain taxes imposed on certain holders
and for the treatment of such additional amounts as interest and
for all matters incidental thereto; or

     (l)  to provide for the issuance of Securities denominated
in a currency other than Dollars or in a composite currency and
for all matters incidental thereto.

     Without limiting the generality of the foregoing, if the
Trust Indenture Act as in effect at the date of the execution and
delivery of this Indenture or at any time thereafter shall be
amended and

          (x)  if any such amendment shall require one or more
     changes to any provisions hereof or the inclusion herein of
     any additional provisions, or shall by operation of law be
     deemed to effect such changes or incorporate such provisions
     by reference or otherwise, this Indenture shall be deemed to
     have been amended so as to conform to such amendment to the
     Trust Indenture Act, and the Company and the Trustee may,
     without the consent of any Securityholders, enter into a
     supplemental indenture hereto to effect or evidence such
     changes or additional provisions; or

          (y)  if any such amendment shall permit one or more
     changes to, or the elimination of, any provisions hereof
     which, at the date of the execution and delivery hereof or
     at any time thereafter, are required by the Trust Indenture
     Act to be contained herein, this Indenture shall be deemed
     to have been amended to effect such changes or elimination,
     and the Company and the Trustee may, without the consent of
     any Securityholders, enter into a supplemental indenture
     hereto to effect such changes or elimination; or

          (z)  if, by reason of any such amendment, one or more
     provisions which, at the date of the execution and delivery
     hereof or at any time thereafter, are required by the Trust
     Indenture Act to be contained herein shall be deemed to be
     incorporated herein by reference or otherwise, or otherwise
     made applicable hereto, and shall no longer be required to
     be contained herein, the Company and the Trustee may,
     without the consent of any Securityholders, enter into a
     supplemental indenture hereto to effect the elimination of
     such provisions.

     The Trustee is hereby authorized to join with the Company in
the execution of any such supplemental indenture, and to make any
further appropriate agreements and stipulations which may be
therein contained, but the Trustee shall not be obligated to
enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture
or otherwise.

     Any supplemental indenture authorized by the provisions of
this Section may be executed by the Company and the Trustee
without the consent of the holders of any of the Securities at
the time outstanding, notwithstanding any of the provisions of
Section 9.02.

     SECTION 9.02.  With the consent (evidenced as provided in
Section 8.01) of the holders of not less than a majority in
aggregate principal amount of the Securities of each series
affected by such supplemental indenture or indentures at the time
outstanding, the Company, when authorized by a Board Resolution,
and the Trustee may from time to time and at any time enter into
an indenture or indentures supplemental hereto (which shall
conform to the provisions of the Trust Indenture Act as then in
effect) for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this
Indenture or of any supplemental indenture or of modifying in any
manner the rights of the holders of the Securities of such series
under this Indenture; provided, however, that no such
supplemental indenture shall (i) extend the fixed maturity of any
Securities of any series, or reduce the principal amount thereof,
or reduce the rate or extend the time of payment of interest
thereon, or reduce any premium payable upon the redemption
thereof, or reduce the amount of the principal of a Discount
Security that would be due and payable upon a declaration of
acceleration of the maturity thereof pursuant to Section 6.01,
without the consent of the holders of each Security then
outstanding and affected, (ii) reduce the aforesaid percentage of
Securities, the holders of which are required to consent to any
such supplemental indenture, or reduce the percentage of
Securities, the holders of which are required to waive any
default and its consequences, without the consent of the holder
of each Security then outstanding and affected thereby, or (iii)
modify any provision of Section 6.01(c) (except to increase the
percentage of principal amount of securities required to rescind
and annul any declaration of amounts due and payable under the
Securities) without the consent of the holders of each Security
then outstanding and affected thereby.

     Upon the request of the Company, accompanied by a Board
Resolution authorizing the execution of any such supplemental
indenture, and upon the filing with the Trustee of evidence of
the consent of Securityholders required to consent thereto as
aforesaid, the Trustee shall join with the Company in the
execution of such supplemental indenture unless such supplemental
indenture affects the Trustee's own rights, duties or immunities
under this Indenture or otherwise, in which case the Trustee may
in its discretion, but shall not be obligated to, enter into such
supplemental indenture.

     A supplemental indenture that changes or eliminates any
covenant or other provision of this Indenture that has expressly
been included solely for the benefit of one or more particular
series of Securities, or that modifies the rights of holders of
Securities of such series with respect to such covenant or other
provision, shall be deemed not to affect the rights under this
Indenture of the holders of Securities of any other series.

     It shall not be necessary for the consent of the
Securityholders of any series affected thereby under this Section
to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall
approve the substance thereof.

     Promptly after the execution by the Company and the Trustee
of any supplemental indenture pursuant to the provisions of this
Section, the Trustee shall transmit by mail, first class postage
prepaid, a notice, setting forth in general terms the substance
of such supplemental indenture, to the Securityholders of all
series affected thereby as their names and addresses appear upon
the Security Register.  Any failure of the Trustee to mail such
notice, or any defect therein, shall not, however, in any way
impair or affect the validity of any such supplemental indenture.

     SECTION 9.03.  Upon the execution of any supplemental
indenture pursuant to the provisions of this Article or of
Section 10.01, this Indenture shall, with respect to such series,
be and be deemed to be modified and amended in accordance
therewith and the respective rights, limitations of rights,
obligations, duties and immunities under this Indenture of the
Trustee, the Company and the holders of Securities of the series
affected thereby shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications
and amendments, and all the terms and conditions of any such
supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes. 

     SECTION 9.04.  Securities of any series, affected by a
supplemental indenture, authenticated and delivered after the
execution of such supplemental indenture pursuant to the
provisions of this Article, Article Two or Article Seven or of
Section 10.01, may bear a notation in form approved by the
Company, provided such form meets the requirements of any
exchange upon which such series may be listed, as to any matter
provided for in such supplemental indenture.  If the Company
shall so determine, new Securities of that series so modified as
to conform, in the opinion of the Board of Directors, to any
modification of this Indenture contained in any such supplemental
indenture may be prepared by the Company, authenticated by the
Trustee and delivered in exchange for the Securities of that
series then outstanding.

     SECTION 9.05.  The Trustee, subject to the provisions of
Section 7.01, shall be entitled to receive, and shall be fully
protected in relying upon, an Opinion of Counsel as conclusive
evidence that any supplemental indenture executed pursuant to
this Article is authorized or permitted by, and conforms to, the
terms of this Article and that it is proper for the Trustee under
the provisions of this Article to join in the execution thereof.


                           ARTICLE TEN
                 CONSOLIDATION, MERGER AND SALE

     SECTION 10.01. Nothing contained in this Indenture or in any
of the Securities shall prevent any consolidation or merger of
the Company with or into any other corporation or corporations
(whether or not affiliated with the Company), or successive
consolidations or mergers in which the Company or its successor
or successors shall be a party or parties, or shall prevent any
sale, conveyance, transfer or other disposition of all or
substantially all of the property of the Company or its successor
or successors as an entirety, or substantially as an entirety, to
any other corporation (whether or not affiliated with the Company
or its successor or successors) authorized to acquire and operate
the same; provided, however, the Company hereby covenants and
agrees that, upon any such consolidation, merger, sale,
conveyance, transfer or other disposition, the due and punctual
payment of the principal of (premium, if any) and interest on all
of the Securities of all series in accordance with the terms of
each series, according to their tenor, and the due and punctual
performance and observance of all the covenants and conditions of
this Indenture with respect to each series or established with
respect to such series pursuant to Section 2.01 to be kept or
performed by the Company, shall be expressly assumed, by
supplemental indenture (which shall conform to the provisions of
the Trust Indenture Act as then in effect) satisfactory in form
to the Trustee executed and delivered to the Trustee by the
entity formed by such consolidation, or into which the Company
shall have been merged, or by the entity which shall have
acquired such property.

     SECTION 10.02. (a)  In case of any such consolidation,
merger, sale, conveyance, transfer or other disposition and upon
the assumption by the successor corporation, by supplemental
indenture, executed and delivered to the Trustee and satisfactory
in form to the Trustee, of the due and punctual payment of the
principal of and premium, if any, and interest on all of the
Securities of all series outstanding and the due and punctual
performance of all of the covenants and conditions of this
Indenture or established with respect to each series of the
Securities pursuant to Section 2.01 to be kept or performed by
the Company with respect to each series, such successor
corporation shall succeed to and be substituted for the Company,
with the same effect as if it had been named herein as the party
of the first part, and thereupon (provided, that in the case of a
lease, the term of the lease is at least as long as the longest
maturity of any Securities outstanding at such time) the
predecessor corporation shall be relieved of all obligations and
covenants under this Indenture and the Securities.  Such
successor corporation thereupon may cause to be signed, and may
issue either in its own name or in the name of the Company or any
other predecessor obligor on the Securities, any or all of the
Securities issuable hereunder which theretofore shall not have
been signed by the Company and delivered to the Trustee; and,
upon the order of such successor company, instead of the Company,
and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and shall
deliver any Securities which previously shall have been signed
and delivered by the officers of the predecessor Company to the
Trustee for authentication, and any Securities which such
successor corporation thereafter shall cause to be signed and
delivered to the Trustee for that purpose.  All the Securities so
issued shall in all respects have the same legal rank and benefit
under this Indenture as the Securities theretofore or thereafter
issued in accordance with the terms of this Indenture as though
all of such Securities had been issued at the date of the
execution hereof.

     (b)  In case of any such consolidation, merger, sale,
conveyance, transfer or other disposition such changes in
phraseology and form (but not in substance) may be made in the
Securities thereafter to be issued as may be appropriate.

     (c)  Nothing contained in this Indenture or in any of the
Securities shall prevent the Company from merging into itself or
acquiring by purchase or otherwise all or any part of the
property of any other corporation (whether or not affiliated with
the Company).


     SECTION 10.03. The Trustee, subject to the provisions of
Section 7.01, may receive an Opinion of Counsel as conclusive
evidence that any such consolidation, merger, sale, conveyance,
transfer or other disposition, and any such assumption, comply
with the provisions of this Article.


                         ARTICLE ELEVEN
    DEFEASANCE AND CONDITIONS TO DEFEASANCE; UNCLAIMED MONIES

     SECTION 11.01. Securities of a series may be defeased in
accordance with their terms and, unless the Company Order or
supplemental indenture establishing the series otherwise
provides, in accordance with this Article.

     The Company at any time may terminate as to a series all of
its obligations for such series under this Indenture ("legal
defeasance option").  The Company at any time may terminate as to
a series its obligations, if any, under any restrictive covenant
which may be applicable to a particular series ("covenant
defeasance option").  However, in the case of the legal
defeasance option, the Company's obligations in Sections 2.05,
2.07, 4.02, 7.06, 7.10 and 11.04 shall survive until the
Securities of the series are no longer outstanding; thereafter
the Company's obligations in Sections 7.06, 7.10 and 11.04 shall
survive.

     The Company may exercise its legal defeasance option
notwithstanding its prior exercise of its covenant defeasance
option.  If the Company exercises its legal defeasance option, a
series may not be accelerated because of an Event of Default.  If
the Company exercises its covenant defeasance option, a series
may not be accelerated by reference to any restrictive covenant
which may be applicable to a particular series so defeased under
the terms of the series.

     The Trustee, upon request of and at the cost and expense of
the Company, shall, subject to compliance with Section 13.06,
acknowledge in writing the discharge of those obligations that
the Company terminates.

     The Company may exercise as to a series its legal defeasance
option or its covenant defeasance option if:

          (1)  The Company irrevocably deposits in trust with the
     Trustee or another trustee (x) money in an amount which
     shall be sufficient; or (y) Eligible Obligations the
     principal of and the interest on which when due, without
     regard to reinvestment thereof, will provide moneys, which,
     together with the money, if any, deposited or held by the
     Trustee or such other trustee, shall be sufficient; or (z) a
     combination of money and Eligible Obligations which shall be
     sufficient, to pay the principal of and premium, if any, and
     interest, if any, due and to become due on such Securities
     on or prior to maturity;

          (2)  the Company delivers to the Trustee a Certificate
     to the effect that the requirements set forth in clause (1)
     above have been satisfied;

          (3)  immediately after the deposit no Default exists;
     and

          (4)  the Company delivers to the Trustee an Opinion of
     Counsel to the effect that holders of the series will not
     recognize income, gain or loss for Federal income tax
     purposes as a result of the defeasance but will realize
     income, gain or loss on the Securities, including payments
     of interest thereon, in the same amounts and in the same
     manner and at the same time as would have been the case if
     such defeasance had not occurred and which, in the case of
     legal defeasance, shall be (x) accompanied by a ruling of
     the Internal Revenue Service issued to the Company or (y)
     based on a change in law or regulation occurring after the
     date hereof; and

          (5)  the deposit specified in paragraph (1) above shall
     not result in the Company, the Trustee or the trust created
     in connection with such defeasance being deemed an
     "investment company" under the Investment Company Act of
     1940, as amended.

     In the event the Company exercises its option to effect a
covenant defeasance with respect to the Securities of any series
as described above and the Securities of that series are
thereafter declared due and payable because of the occurrence of
any Event of Default other than the Event of Default caused by
failing to comply with the covenants which are defeased, the
amount of money and securities on deposit with the Trustee may
not be sufficient to pay amounts due on the Securities of that
series at the time of the acceleration resulting from such Event
of Default.  However, the Company shall remain liable for such
payments.

     SECTION 11.02. All monies or Eligible Obligations deposited
with the Trustee pursuant to Section 11.01 shall be held in trust
and shall be available for payment as due, either directly or
through any paying agent (including the Company acting as its own
paying agent), to the holders of the particular series of
Securities for the payment or redemption of which such monies or
Eligible Obligations have been deposited with the Trustee.

     SECTION 11.03. In connection with the satisfaction and
discharge of this Indenture all monies or Eligible Obligations
then held by any paying agent under the provisions of this
Indenture shall, upon demand of the Company, be paid to the
Trustee and thereupon such paying agent shall be released from
all further liability with respect to such monies or Eligible
Obligations.

     SECTION 11.04. Any monies or Eligible Obligations deposited
with any paying agent or the Trustee, or then held by the
Company, in trust for payment of principal of or premium or
interest on the Securities of a particular series that are not
applied but remain unclaimed by the holders of such Securities
for at least two years after the date upon which the principal of
(and premium, if any) or interest on such Securities shall have
respectively become due and payable, upon the written request of
the Company and unless otherwise required by mandatory provisions
of applicable escheat or abandoned or unclaimed property law,
shall be repaid to the Company on May 31 of each year or (if then
held by the Company) shall be discharged from such trust; and
thereupon the paying agent and the Trustee shall be released from
all further liability with respect to such monies or Eligible
Obligations, and the holder of any of the Securities entitled to
receive such payment shall thereafter, as an unsecured general
creditor, look only to the Company for the payment thereof.

     SECTION 11.05. In connection with any satisfaction and
discharge of this Indenture pursuant to this Article Eleven, the
Company shall deliver to the Trustee an Officers' Certificate and
an Opinion of Counsel to the effect that all conditions precedent
in this Indenture provided for relating to such satisfaction and
discharge have been complied with.


                         ARTICLE TWELVE
        IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
                          AND DIRECTORS

     SECTION 12.01. No recourse under or upon any obligation,
covenant or agreement of this Indenture, or of any Security, or
for any claim based thereon or otherwise in respect thereof,
shall be had against any incorporator, stockholder, officer or
director, past, present or future as such, of the Company or of
any predecessor or successor corporation, either directly or
through the Company or any such predecessor or successor
corporation, whether by virtue of any constitution, statute or
rule of law, or by the enforcement of any assessment or penalty
or otherwise; it being expressly understood that this Indenture
and the obligations issued hereunder are solely corporate
obligations, and that no such personal liability whatever shall
attach to, or is or shall be incurred by, the incorporators,
stockholders, officers or directors as such, of the Company or of
any predecessor or successor corporation, or any of them, because
of the creation of the indebtedness hereby authorized, or under
or by reason of the obligations, covenants or agreements
contained in this Indenture or in any of the Securities or
implied therefrom; and that any and all such personal liability
of every name and nature, either at common law or in equity or by
constitution or statute, of, and any and all such rights and
claims against, every such incorporator, stockholder, officer or
director as such, because of the creation of the indebtedness
hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any of
the Securities or implied therefrom, are hereby expressly waived
and released as a condition of, and as a consideration for, the
execution of this Indenture and the issuance of such Securities.


                        ARTICLE THIRTEEN
                    MISCELLANEOUS PROVISIONS

     SECTION 13.01. All the covenants, stipulations, promises and
agreements in this Indenture contained by or on behalf of the
Company shall bind its successors and assigns, whether so
expressed or not.

     SECTION 13.02. Any act or proceeding by any provision of
this Indenture authorized or required to be done or performed by
any board, committee or officer of the Company shall and may be
done and performed with like force and effect by the
corresponding board, committee or officer of any corporation that
shall at the time be the lawful sole successor of the Company.

     SECTION 13.03. The Company by instrument in writing executed
by authority of two-thirds of its Board of Directors and
delivered to the Trustee may surrender any of the powers reserved
to the Company under this Indenture and thereupon such power so
surrendered shall terminate both as to the Company and as to any
successor corporation.

     SECTION 13.04. Except as otherwise expressly provided herein
any notice or demand which by any provision of this Indenture is
required or permitted to be given or served by the Trustee or by
the holders of Securities to or on the Company may be given or
served by being deposited first class postage prepaid in a post
office letter box addressed (until another address is filed in
writing by the Company with the Trustee), as follows:  Kentucky
Power Company, 1701 Central Avenue, Ashland, Kentucky 41101, with
a copy to the Company in care of American Electric Power Service
Corporation, 1 Riverside Plaza, Columbus, Ohio 43215, Attention: 
Treasurer.  Any notice, election, request or demand by the
Company or any Securityholder to or upon the Trustee shall be
deemed to have been sufficiently given or made, for all purposes,
if given or made in writing at the Corporate Trust Office of the
Trustee.

     SECTION 13.05. This Indenture and each Security shall be
deemed to be a contract made under the laws of the State of New
York, and for all purposes shall be construed in accordance with
the laws of said State. 

     SECTION 13.06. (a)  Upon any application or demand by the
Company to the Trustee to take any action under any of the
provisions of this Indenture, the Company shall furnish to the
Trustee an Officers' Certificate stating that all conditions
precedent provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating
that in the opinion of such counsel all such conditions precedent
have been complied with, except that in the case of any such
application or demand as to which the furnishing of such
documents is specifically required by any provision of this
Indenture relating to such particular application or demand, no
additional certificate or opinion need be furnished.

     (b)  Each certificate or opinion provided for in this
Indenture and delivered to the Trustee with respect to compliance
with a condition or covenant in this Indenture (other than the
certificate provided pursuant to Section 5.03(d) of this
Indenture) shall include (1) a statement that the person making
such certificate or opinion has read such covenant or condition;
(2) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or
opinions contained in such certificate or opinion are based; (3)
a statement that, in the opinion of such person, he or she has
made such examination or investigation as is necessary to enable
him or her to express an informed opinion as to whether or not
such covenant or condition has been complied with; and (4) a
statement as to whether or not, in the opinion of such person,
such condition or covenant has been complied with.

     SECTION 13.07. Except as provided pursuant to Section 2.01
pursuant to a Company Order, or established in one or more
indentures supplemental to this Indenture, in any case where the
date of maturity of principal or an Interest Payment Date of any
Security or the date of redemption, purchase or repayment of any
Security shall not be a Business Day then payment of interest or
principal (and premium, if any) may be made on the next
succeeding Business Day with the same force and effect as if made
on the nominal date of maturity or redemption, and no interest
shall accrue for the period after such nominal date.

     SECTION 13.08. If and to the extent that any provision of
this Indenture limits, qualifies or conflicts with the duties
imposed by the Trust Indenture Act, such imposed duties shall
control.

     SECTION 13.09. This Indenture may be executed in any number
of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same
instrument.

     SECTION 13.10. In case any one or more of the provisions
contained in this Indenture or in the Securities of any series
shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this
Indenture or of such Securities, but this Indenture and such
Securities shall be construed as if such invalid or illegal or
unenforceable provision had never been contained herein or
therein.

     SECTION 13.11. The Company will have the right at all times
to assign any of its rights or obligations under the Indenture to
a direct or indirect wholly owned subsidiary of the Company;
provided that, in the event of any such assignment, the Company
will remain liable for all such obligations.  Subject to the
foregoing, this Indenture is binding upon and inures to the
benefit of the parties thereto and their respective successors
and assigns.  This Indenture may not otherwise be assigned by the
parties thereto.

     SECTION 13.12.  The Article and Section Headings in this
Indenture and the Table of Contents are for convenience only and
shall not affect the construction hereof.

     SECTION 13.13.  Whenever this Indenture provides for (i) any
action by, or the determination of any rights of, holders of
Securities of any series in which not all of such Securities are
denominated in the same currency, or (ii) any distribution to
holders of Securities, in the absence of any provision to the
contrary in the form of Security of any particular series, any
amount in respect of any Security denominated in a currency other
than Dollars shall be treated for any such action, determination
of rights or distribution as that amount of Dollars that could be
obtained for such amount on such reasonable basis of exchange and
as of the record date with respect to Securities of such series
(if any) for such action, determination of rights or distribution
(or, if there shall be no applicable record date, such other date
reasonably proximate to the date of such action, determination of
rights or distribution) as the Company may specify in a written
notice to the Trustee or, in the absence of such written notice,
as the Trustee may determine.

     Bankers Trust Company, as Trustee, hereby accepts the trusts
in this Indenture declared and provided, upon the terms and
conditions hereinabove set forth.

     IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed, and their respective corporate
seals to be hereunto affixed and attested, all as of the day and
year first above written.

                                   KENTUCKY POWER COMPANY


                                   By:___________________________
                                             Treasurer

Attest:


By:___________________________
       Assistant Secretary


                                   BANKERS TRUST COMPANY,
                                        as Trustee


                                   By:___________________________
                                            Vice President

Attest:


By:___________________________
         Trust Officer









[H:\FINANCE\KPCO\EDDOCS\S3EXH-4A]
<PAGE>
State of Ohio       }
                    }   ss:
County of Franklin  }



     On this ____ day of September, 1997, personally appeared
before me, a Notary Public within and for said County in the
State aforesaid, Armando A. Pena and John M. Adams, Jr., to me
known and known to me to be respectively the Treasurer and an
Assistant Secretary of KENTUCKY POWER COMPANY, one of the
corporations named in and which executed the foregoing
instrument, who severally acknowledged that they did sign and
seal said instrument as such Treasurer and Assistant Secretary
for and on behalf of said corporation and that the same is their
free act and deed as such Treasurer and Assistant Secretary,
respectively, and the free and corporate act and deed of said
corporation.

     In Witness Whereof, I have hereunto set my hand and notarial
seal this ____ day of September, 1997.



[Notarial Seal]

                              ______________________________
                              Notary Public, State of ________
                              My Commission Expires: _________
[H:\FINANCE\KPCO\EDDOCS\S3EXH-4A]
<PAGE>
State of ________   }
                    }  ss:
County of _______   }



     Be it remembered, that on this ____ day of September, 1997,
personally appeared before me the undersigned, a Notary Public
within and for said County and State, Bankers Trust Company, one
of the corporations named in and which executed the foregoing
instrument, by _____________ one of its Vice Presidents, and by
________________, one of its Trust Officers, to me known and
known by me to be such Vice President and Trust Officer,
respectively, who severally duly acknowledged the signing and
sealing of the foregoing instrument to be their free act and
voluntary deed, and the free act and voluntary deed of each of
them as such Vice President and Trust Officer, respectively, and
the free act and voluntary deed of said corporation, for the uses
and purposes therein expressed and mentioned.

     In Witness Whereof, I have hereunto set my hand and notarial
seal this ____ day of September, 1997.



[Notarial Seal]

                              __________________________________
                              Notary Public, State of ________
                              My Commission Expires: ________



[H:\FINANCE\KPCO\EDDOCS\S3EXH-4A]


                                                     Exhibit 4(b)




[Date]



             Company Order and Officers' Certificate
              Unsecured Medium Term Notes, Series A




Bankers Trust Company, as Trustee
Four Albany Street
New York, New York  10015

Attn:  Corporate Trust Division

Gentlemen:

     Pursuant to Article Two of the Indenture, dated as of
___________________ 1, 1997 (as it may be amended or
supplemented, the "Indenture"), from Kentucky Power Company (the
"Company") to Bankers Trust Company, as trustee (the "Trustee")
and the Resolutions of the Board of Directors of the Company
dated August 25, 1997,  and unless otherwise provided in a
subsequent Company Order pursuant to Section 2.04 of the
Indenture, 

     1.   The Company's Unsecured Medium Term Notes, Series A
          (the "Notes") are hereby established. The Notes shall
          be in substantially the form attached hereto as Exhibit
          1. 

     2.   The terms and characteristics of the Notes shall be as
          follows (the numbered clauses set forth below
          corresponding to the lettered subsections of Section
          2.01 of the Indenture, with terms used and not defined
          herein having the meanings specified in the Indenture):

               [Insert applicable terms]



     3.   You are hereby requested to authenticate, from time to
          time after the date hereof and in the manner provided
          by the Indenture, such aggregate principal amount of
          the Notes as shall be set forth in Instructions (the
          "Instructions") in substantially the form attached
          hereto as Exhibit 2. 

     4.   You have been furnished with a supply of Notes prepared
          in compliance with the Indenture and the Board
          Resolutions referred to above. Before authenticating
          Notes in the principal amount specified in any of the
          Instructions, you are requested to complete such Notes
          as directed by such Instructions.

     5.   You are hereby requested to deliver the Notes
          authenticated pursuant to each of the Instructions to
          the party or parties named therein in accordance with
          the Administrative Procedures attached as Exhibit A to
          the Selling Agency Agreement dated __________________,
          1997, between the Company and each of the agents named
          therein.

     6.   Concurrently with this Company Order, an Opinion of
          Counsel is being delivered to you under Sections 2.04
          and 13.06 of the Indenture.

     7.   The undersigned _________________________ and
          _________________________, the ____________________ and
          _________________________, respectively, of the Company
          do hereby certify that:

            (i)  we have read the relevant portions of the
                 Indenture, including without limitation the
                 conditions precedent provided for therein
                 relating to the action proposed to be taken by
                 the Trustee as requested in this Company Order
                 and Officers' Certificate, and the definitions
                 in the Indenture relating thereto;

           (ii)  we have read the Board Resolutions of the
                 Company and the Opinion of Counsel referred to
                 above;

          (iii)  we have conferred with other officers of the
                 Company, have examined such records of the
                 Company and have made such other investigation
                 as we deemed relevant for purposes of this
                 certificate;

           (iv)  in our opinion, we have made such examination or
                 investigation as is necessary to enable us to
                 express an informed opinion as to whether or not
                 such conditions have been complied with; and 

            (v)  on the basis of the foregoing, we are of the
                 opinion that all conditions precedent provided
                 for in the Indenture relating to the action
                 proposed to be taken by the Trustee as requested
                 herein have been complied with.

     Kindly acknowledge receipt of this Company Order and
Officers' Certificate, including the documents listed herein and
confirm the arrangements set forth herein by signing and
returning the copy of this document attached hereto.

                              Very truly yours,

                              KENTUCKY POWER COMPANY



                              By:________________________________

                                 ________________________________



                              And:_______________________________

                                  _______________________________


ACKNOWLEDGED BY TRUSTEE



By:___________________________

   ___________________________







[H:\FINANCE\KPCO\EDDOCS\S3EXH-4B]
<PAGE>
                                                        Exhibit 1


[Unless this certificate is presented by an authorized
representative of The Depository Trust Company (55 Water Street,
New York, New York) to the issuer or its agent for registration
of transfer, exchange or payment, and any certificate to be
issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of The
Depository Trust Company and any payment is made to Cede & Co.,
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]

No.


                     KENTUCKY POWER COMPANY
              Unsecured Medium Term Note, Series A

CUSIP:                             Original Issue Date:

Stated Maturity Date:              Interest Rate:

Principal Amount:

Redeemable:    Yes ____  No ____
In Whole:      Yes ____  No ____
In Part:       Yes ____  No ____

Initial Redemption Date:

Redemption Limitation Date:

Initial Redemption Price:

Reduction Percentage:

     KENTUCKY POWER COMPANY, a corporation duly organized and
existing under the laws of the Commonwealth of Kentucky (herein
referred to as the "Company", which term includes any successor
corporation under the Indenture hereinafter referred to), for
value received, hereby promises to pay to CEDE & CO. or
registered assigns, the Principal Amount specified above on the
Stated Maturity Date specified above, and to pay interest on said
Principal Amount from the Original Issue Date specified above or
from the most recent interest payment date (each such date, an
"Interest Payment Date") to which interest has been paid or duly
provided for, semi-annually in arrears on April 1 and October 1
in each year, commencing (except as provided in the following
sentence) with the Interest Payment Date next succeeding the
Original Issue Date specified above, at the Interest Rate per
annum specified above, until the Principal Amount shall have been
paid or duly provided for. 

     The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date, as provided in the
Indenture, as hereinafter defined, shall be paid to the person in
whose name this Note (or one or more Predecessor Securities)
shall have been registered at the close of business on the
Regular Record Date with respect to such Interest Payment Date,
which shall be the March 15 or September 15 (whether or not a
Business Day), as the case may be, next preceding such Interest
Payment Date; provided however that if the Original Issue Date of
this Note shall be after a Regular Record Date and before the
corresponding Interest Payment Date, payment of interest shall
commence on the second Interest Payment Date succeeding such
Original Issue Date and shall be paid to the Person in whose name
this Note was registered on the Regular Record Date for such
second Interest Payment Date; and provided further, that interest
payable on the Stated Maturity Date shall be paid to the Person
to whom principal shall be paid.  Any such interest not so
punctually paid or duly provided for shall forthwith cease to be
payable to the Holder on such Regular Record Date and shall be
paid as provided in said Indenture.

     If any Interest Payment Date, any Redemption Date or the
Stated Maturity Date is not a Business Day, then payment of the
amounts due on this Note on such date will be made on the next
succeeding Business Day, and no interest shall accrue on such
amounts for the period from and after such Interest Payment Date,
Redemption Date or Stated Maturity Date, as the case may be.  The
interest installment so payable, and punctually paid or duly
provided for, on any Interest Payment Date (other than interest
payable on redemption or maturity) will, as provided in the
Indenture, be paid to the person in whose name this Note (or one
or more Predecessor Securities, as defined in said Indenture) is
registered at the close of business on the Regular Record Date
for such interest installment.  Interest payable on any
Redemption Date or Stated Maturity Date shall be payable to the
person to whom the principal is paid. The principal of (and
premium, if any) and the interest on this Note shall be payable
at the office or agency of the Company maintained for that
purpose in the Borough of Manhattan, the City of New York, New
York, in any coin or currency of the United States of America
which at the time of payment is legal tender for payment of
public and private debts; provided, however, that payment of
interest may be made at the option of the Company by check mailed
to the registered holder at such address as shall appear in the
Note Register.

     This Note is one of a duly authorized series of Notes of the
Company (herein sometimes referred to as the "Notes"), specified
in the Indenture, all issued or to be issued in one or more
series under and pursuant to an Indenture dated as of
___________, 199___ duly executed and delivered between the
Company and Bankers Trust Company, a national banking association
organized and existing under the laws of the United States, as
Trustee (herein referred to as the "Trustee") (such Indenture, as
originally executed and delivered and as thereafter supplemented
and amended being hereinafter referred to as the "Indenture"), to
which Indenture and all indentures supplemental thereto reference
is hereby made for a description of the rights, limitations of
rights, obligations, duties and immunities thereunder of the
Trustee, the Company and the holders of the Notes.  By the terms
of the Indenture, the Notes are issuable in series which may vary
as to amount, date of maturity, rate of interest and in other
respects as in the Indenture provided.  This Note is one of the
series of Notes designated on the face hereof, limited in
aggregate principal amount to $100,000,000.

     If so specified on the face hereof and subject to the terms
of Article Three of the Indenture, this Note is subject to
redemption at any time on or after the Initial Redemption Date
specified on the face hereof, as a whole or, if specified, in
part, at the election of the Company, at the applicable
redemption price (as described below) plus any accrued but unpaid
interest to the date of such redemption. Unless otherwise
specified on the face hereof, such redemption price shall be the
Initial Redemption Price specified on the face hereof for the
twelve-month period commencing on the Initial Redemption Date and
shall decline for the twelve-month period commencing on each
anniversary of the Initial Redemption Date by a percentage of
principal amount equal to the Reduction Percentage specified on
the face hereof until such redemption price is 100% of the
principal amount of this Note to be redeemed. 

     Notwithstanding the foregoing, the Company may not, prior to
the Redemption Limitation Date, if any, specified on the face
hereof, redeem any Note of this series and Tranche as
contemplated above as a part of, or in anticipation of, any
refunding operation by the application, directly or indirectly,
of moneys borrowed having an effective interest cost to the
Company (calculated in accordance with generally accepted
financial practice) of less than the effective interest cost the
Company (similarly calculated) of this Note.

     This Note shall be redeemable to the extent set forth herein
and in the Indenture upon not less than thirty, but not more than
sixty, days previous notice by mail to the registered owner.

     The Company shall not be required to (i) issue, exchange or
register the transfer of any Notes during a period beginning at
the opening of business 15 days before the day of the mailing of
a notice of redemption of less than all the outstanding Notes of
the same series and Tranche and ending at the close of business
on the day of such mailing, nor (ii) register the transfer of or
exchange of any Notes of any series or portions thereof called
for redemption.

     In the event of redemption of this Note in part only, a new
Note or Notes of this series and Tranche, of like tenor, for the
unredeemed portion hereof will be issued in the name of the
Holder hereof upon the surrender of this Note.

     In case an Event of Default, as defined in the Indenture,
shall have occurred and be continuing, the principal of all of
the Notes may be declared, and upon such declaration shall
become, due and payable, in the manner, with the effect and
subject to the conditions provided in the Indenture.

     The Indenture contains provisions for defeasance at any time
of the entire indebtedness of this Note upon compliance by the
Company with certain conditions set forth therein.

     The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the Holders of not less than a
majority in aggregate principal amount of the Notes of each
series affected at the time outstanding, as defined in the
Indenture, to execute supplemental indentures for the purpose of
adding any provisions to or changing in any manner or eliminating
any of the provisions of the Indenture or of any supplemental
indenture or of modifying in any manner the rights of the Holders
of the Notes; provided, however, that no such supplemental
indenture shall (i) extend the fixed maturity of any Notes of any
series, or reduce the principal amount thereof, or reduce the
rate or extend the time of payment of interest thereon, or reduce
any premium payable upon the redemption thereof, or reduce the
amount of the principal of a Discount Security (as defined in the
Indenture) that would be due and payable upon a declaration of
acceleration of the maturity thereof pursuant to the Indenture,
without the consent of the holder of each Note so affected, (ii)
reduce the aforesaid percentage of Notes, the holders of which
are required to consent to any such supplemental indenture,
without the consent of the holders of each Note then outstanding
and affected thereby or (iii) reduce the aforesaid percentage of
Notes, the holders of which are required to waive any default and
its consequences, without the consent of the holders of each Note
then outstanding and affected thereby.  The Indenture also
contains provisions permitting the Holders of a majority in
aggregate principal amount of the Notes of all series at the time
outstanding affected thereby, on behalf of the Holders of the
Notes of such series, to waive any past default in the
performance of any of the covenants contained in the Indenture,
or established pursuant to the Indenture with respect to such
series, and its consequences, except a default in the payment of
the principal of or premium, if any, or interest on any of the
Notes of such series.  Any such consent or waiver by the
registered Holder of this Note (unless revoked as provided in the
Indenture) shall be conclusive and binding upon such Holder and
upon all future Holders and owners of this Note and of any Note
issued in exchange herefor or in place hereof (whether by
registration of transfer or otherwise), irrespective of whether
or not any notation of such consent or waiver is made upon this
Note.

     No reference herein to the Indenture and no provision of
this Note or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of and premium, if any, and interest on this
Note at the time and place and at the rate and in the money
herein prescribed.

     As provided in the Indenture and subject to certain
limitations therein set forth, this Note is transferable by the
registered holder hereof on the Note Register of the Company,
upon surrender of this Note for registration of transfer at the
office or agency of the Company as may be designated by the
Company accompanied by a written instrument or instruments of
transfer in form satisfactory to the Company or the Trustee duly
executed by the registered Holder hereof or his or her attorney
duly authorized in writing, and thereupon one or more new Notes
of authorized denominations and for the same aggregate principal
amount and series will be issued to the designated transferee or
transferees.  No service charge will be made for any such
transfer, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in relation
thereto.

     Prior to due presentment for registration of transfer of
this Note, the Company, the Trustee, any paying agent and any
Note Registrar may deem and treat the registered Holder hereof as
the absolute owner hereof (whether or not this Note shall be
overdue and notwithstanding any notice of ownership or writing
hereon made by anyone other than the Note Registrar) for the
purpose of receiving payment of or on account of the principal
hereof and premium, if any, and interest due hereon and for all
other purposes, and neither the Company nor the Trustee nor any
paying agent nor any Note Registrar shall be affected by any
notice to the contrary.

     No recourse shall be had for the payment of the principal of
or the interest on this Note, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the
Indenture, against any incorporator, stockholder, officer or
director, past, present or future, as such, of the Company or of
any predecessor or successor corporation, whether by virtue of
any constitution, statute or rule of law, or by the enforcement
of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration
for the issuance hereof, expressly waived and released.

     The Notes of this series are issuable only in registered
form without coupons in denominations of $1,000 and any integral
multiple thereof. As provided in the Indenture and subject to
certain limitations, Notes of this series and Tranche are
exchangeable for a like aggregate principal amount of Notes of
this series and Tranche of a different authorized denomination,
as requested by the Holder surrendering the same.

     All terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.

     This Note shall not be entitled to any benefit under the
Indenture hereinafter referred to, be valid or become obligatory
for any purpose until the Certificate of Authentication hereon
shall have been signed by or on behalf of the Trustee.

     IN WITNESS WHEREOF, the Company has caused this Instrument
to be executed.


Dated ____________________


                                   KENTUCKY POWER COMPANY



                                   By:_________________________


Attest:


By:___________________________





             (FORM OF CERTIFICATE OF AUTHENTICATION)

                  CERTIFICATE OF AUTHENTICATION

     This is one of the Notes of the series of Notes described in
the within-mentioned Indenture.


BANKERS TRUST COMPANY
as Trustee or as Authentication Agent



By:___________________________
     Authorized Signatory
<PAGE>
     FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto

(PLEASE INSERT SOCIAL SECURITY OR OTHER
   IDENTIFYING NUMBER OF ASSIGNEE)

_______________________________________

________________________________________________________________

________________________________________________________________
(PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
________________________________________________________________
ASSIGNEE) the within Note and all rights thereunder, hereby
________________________________________________________________
irrevocably constituting and appointing such person attorney to 
________________________________________________________________
transfer such Note on the books of the Issuer, with full
________________________________________________________________
power of substitution in the premises.



Dated:________________________     ___________________________



NOTICE:   The signature to this assignment must correspond with
          the name as written upon the face of the within Note in
          every particular, without alteration or enlargement or
          any change whatever and NOTICE:  Signature(s) must be
          guaranteed by a financial institution that is a member
          of the Securities Transfer Agents Medallion Program
          ("STAMP"), the Stock Exchange Medallion Program
          ("SEMP") or the New York Stock Exchange, Inc. Medallion
          Signature Program ("MSP").





[H:\FINANCE\KPCO\EDDOCS\S3EXH-4B]
<PAGE>
                                                        Exhibit 2


Instruction No.


             Unsecured Medium Term Notes, Series ___

                          INSTRUCTIONS



To:________________________________, as Trustee

Trade or sale date:

Principal Amount:  $______________________

Stated Maturity Date:  __________________________

Interest Rate:  ______%

Redemption Provisions:

     Redeemable:  Yes___   No___

                  In Whole:  Yes___   No___

                  In Part:  Yes___   No___

                  Initial Redemption Date: ______________________

                  Redemption Limitation Date:____________________

                  Initial Redemption Price:  ______%

                  Reduction Percentage:  _______%

Issue Date:  ___________________________

Issue Price:  ______%

Presenting Agent's Commission:  ______%

Net Proceeds to Company:  ______%

CUSIP No.:  _____________________

Account number of participant
account maintained by DTC on
behalf of Presenting Agent: 
______________________________________

Account number of participant
account maintained by DTC on
behalf of Trustee:
________________________________________________

Each Presenting Agent's name
and proportionate amount of
Global Note: 
_____________________________________________________

_________________________________________________________________

Name in which the Note is to be registered (Registered Owner):

          Cede & Co.

Address and taxpayer identification number of Registered Owner
and
address for payment:

          The Depository Trust Company
          55 Water Street
          New York, NY  10041
          #13-2555119

Original Issue Discount Note:  Yes___   No___

Yield to Maturity:  ________%

Initial Accrual Period: 
__________________________________________

Account of Company into which net
proceeds are to be deposited:  ____________________

Any Other Book-Entry Note represented by Global Security (to the
extent known):

_________________________________________________________________



                                   KENTUCKY POWER COMPANY



                                   By:_________________________
                                      (President, Vice President,
                                             or Treasurer)


[H:\FINANCE\KPCO\EDDOCS\S3EXH-4B]


                                                      Exhibit 5

                  Simpson Thacher & Bartlett
    A Partnership Which Includes Professional Corporations

                     425 Lexington Avenue
                  New York, N.Y.  10017-3954
                        (212) 455-2000
                          ----------
                   Facsimile: (212) 455-2502
                        Telex:  129158





                              September 15, 1997



Kentucky Power Company
1701 Central Avenue
Ashland, Kentucky  41101

Dear Sirs:

          With respect to the Registration Statement on Form
S-3 of Kentucky Power Company (the "Company") relating to the
issuance and sale by the Company in one or more transactions
from time to time of its Debt Securities (the "Debt
Securities") under an Indenture to be entered into between the
Company and Bankers Trust Company, as Trustee (the
"Indenture"), we wish to advise you as follows.

          We are of the opinion that, when the steps mentioned
in the next paragraph below have been taken, the Debt
Securities will be valid and legally binding obligations of
the Company, subject to the effects of bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other
similar laws relating to or affecting creditors' rights
generally, general equitable principles (whether considered in
a proceeding in equity or at law) and an implied covenant of
good faith and fair dealing.

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

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

          (2)  Appropriate action by and before the Public
     Service Commission of Kentucky in respect of the proposed
     transactions set forth in said Registration Statement;

          (3)  Compliance with the Securities Act of 1933, as
     amended, and with the Trust Indenture Act of 1939, as
     amended;

          (4)  Execution and delivery of the Indenture; and 

          (5)  Issuance and sale of the Debt Securities by the
     Company in accordance with the Indenture and the
     governmental and corporate authorizations aforesaid.

          Insofar as this opinion relates to matters governed
by laws other than the laws of the State of New York and the
Federal law of the United States, this firm has consulted, and
may consult further, with counsel in which this firm has
confidence and will rely, as to such matters, upon such
opinions or advice of such counsel which will be delivered to
this firm prior to the closing of the sale of the Debt
Securities. 

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

                              Very truly yours,

                              /s/Simpson Thacher & Bartlett

                              SIMPSON THACHER & BARTLETT


[H:\FINANCE\KPCO\EDDOCS\S-3-EXH5]


                                                    Exhibit 23(a)


                  INDEPENDENT AUDITORS' CONSENT


     We consent to the incorporation by reference in this Registra-
tion Statement of Kentucky Power Company on Form S-3 of our reports
dated February 25, 1997, appearing in and incorporated by reference
in the Annual Report on Form 10-K of Kentucky Power Company for the
year ended December 31, 1996 and to the reference to us under the
heading "Experts" in the Prospectus, which is part of this
Registration Statement.





Deloitte & Touche LLP

Columbus, Ohio
September 15, 1997


                      ____________________




                            CONSENTS

     The consent of Simpson Thacher & Bartlett is or will be filed
as an exhibit hereto.




[H:\FINANCE\KPCO\EDDOCS\S3EXH23A]


                                                       Exhibit 24


                     KENTUCKY POWER COMPANY


     I, John M. Adams, Jr., Assistant Secretary of KENTUCKY POWER
COMPANY, HEREBY CERTIFY that the attached constitute true and
exact copies of excerpts of resolutions duly adopted by the Board
of Directors of said Company at a meeting of said Board duly held
on August 25, 1997.  I further certify that said resolutions have
not been altered, amended or rescinded and that they are
presently in full force and effect.
     Given under my hand this 15th day of September, 1997.


                              _______/s/_John_M._Adams,_Jr.______
                              _
                                        John M. Adams, Jr.
                                        Assistant Secretary

<PAGE>
                     KENTUCKY POWER COMPANY
                         August 25, 1997


          The Chairman outlined a proposed financing program
through December 31, 1998 of the Company involving the issuance
and sale, either at competitive bidding, through a negotiated
public offering with one or more agents or underwriters or
through private placement, of up to $100,000,000 (or its
equivalent in another currency or composite currency) aggregate
principal amount of Debt Securities comprised of first mortgage
bonds or secured or unsecured promissory notes, or a combination
of each, in one or more new series, each series to have a
maturity of not more than fifty years.  The Chairman stated that,
as an alternative to issuing Debt Securities, the Company might
enter into a term loan agreement or note purchase agreement with
one or more commercial banks, financial institutions or other
institutional investors, providing for the issuance of unsecured
notes with a maturity in excess of nine months in an aggregate
principal amount of up to $100,000,000.

          The Chairman then stated that it was proposed that the
proceeds to be received in connection with the proposed sale of
Debt Securities would be added to the general funds of the
Company and used to pay at maturity, or prepay as may be
appropriate and as may then be desirable, or purchase directly or
indirectly, currently outstanding debt or for other corporate
purposes.

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

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

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

          The Chairman reminded the meeting that the Company has
in place an order of the Kentucky Public Service Commission
authorizing the issuance of $50,000,000 of Debt Securities
through December 31, 1997 and that, in connection with the
proposed financing program, an application for additional
authority through December 31, 1998 will be filed with the
Kentucky Public Service Commission.  The Chairman also stated
that it may be necessary to file one or more Registration
Statements pursuant to the applicable provisions of the
Securities Act of 1933, as amended, and to register or qualify
the securities to be sold pursuant to such financing program
under the "blue sky" laws of various jurisdictions.

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

               RESOLVED, in connection with the proposed
          financing program approved at this meeting, the
          proper officers of this Company be, and they
          hereby are, authorized to execute and file an
          application with the Kentucky Public Service
          Commission; and further

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

               RESOLVED, that it is desirable and in the
          best interest of the Company that the Debt
          Securities be qualified or registered for sale in
          various jurisdictions; that the Chairman of the
          Board, the President, or any Vice President or the
          Treasurer and the Secretary or an Assistant
          Secretary hereby are authorized to determine the
          jurisdictions in which appropriate action shall be
          taken to qualify or register for sale all or such
          part of the Debt Securities of the Company as said
          officers may deem advisable; that said officers
          are hereby authorized to perform on behalf of the
          Company any and all such acts as they may deem
          necessary or advisable in order to comply with the
          applicable laws of any such jurisdictions, and in
          connection therewith to execute and file all
          requisite papers and documents, including, but not
          limited to, applications, reports, surety bonds,
          irrevocable consents and appointments of attorneys
          for service of process; and the execution by such
          officers of any such paper or document or the
          doing by them of any act in connection with the
          foregoing matters shall conclusively establish
          their authority therefor from the Company and the
          approval and ratification by the Company of the
          papers and documents so executed and the action so
          taken; and further

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

          The Chairman further stated that, in connection with
the filing with the SEC of one or more Registration Statements
relating to the proposed issuance and sale of up to $100,000,000
of Debt Securities, there was to be filed with the SEC a Power of
Attorney, dated August 25, 1997, executed by the officers and
directors of this Company appointing true and lawful attorneys to
act in connection with the filing of such Registration
Statement(s) and any and all amendments thereto.

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

               WHEREAS, Kentucky Power Company proposes to
          file with the SEC one or more Registration
          Statements for the registration pursuant to the
          applicable provisions of the Securities Act of
          1933, as amended, of up to $100,000,000 aggregate
          principal amount of Debt Securities, in one or
          more new series, each series to have a maturity of
          not less than nine months and not more than fifty
          years; and

               WHEREAS, in connection with said Registration
          Statement(s), there is to be filed with the SEC a
          Power of Attorney, dated August 25, 1997, executed
          by certain of the officers and directors of this
          Company appointing E. Linn Draper, Jr., G. P.
          Maloney, Bruce M. Barber and Armando A. Pena, or
          any one of them, their true and lawful attorneys,
          with the powers and authority set forth in said
          Power of Attorney;

               NOW, THEREFORE, BE IT

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

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

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

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

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

               RESOLVED, that Dewey Ballantine be, and said
          firm hereby is, designated as independent counsel
          for the successful bidder or bidders and/or agents
          of the Company for the new series of Debt
          Securities of this Company proposed to be issued
          and sold in connection with the proposed financing
          program of this Company.

          The Chairman stated that it may be desirable to enter
into a treasury hedge agreement, such as a treasury lock
agreement, treasury put option or interest rate collar agreement
("Treasury Hedge Agreement") to protect against future interest
rate movements in connection with the issuance of the Debt
Securities.  The Chairman recommended that the Board authorize
the appropriate officers of the Company to enter into a Treasury
Hedge Agreement, provided that the amount covered by such
Agreement would not exceed the principal amount of Debt
Securities the Company anticipates offering and that the term of
such Agreement will not exceed 90 days.

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

               RESOLVED, that the Chairman of the Board, the
          President, any Vice President or the Treasurer of
          this Company be, and each of them hereby is,
          authorized to execute and deliver in the name and
          on behalf of this Company, a Treasury Hedge
          Agreement in such form as shall be approved by the
          officer executing the same, such execution to be
          conclusive evidence of such approval, provided
          that the amount covered by such Agreement would
          not exceed the principal amount of Debt Securities
          the Company anticipates offering and that the term
          of such Agreement will not exceed 90 days; and
          further

               RESOLVED, that the proper officers of the
          Company be, and they hereby are, authorized to
          execute and deliver such other documents and
          instruments, and to do such other acts and things,
          that in their judgment may be necessary or
          desirable in connection with the transactions
          authorized in the foregoing resolutions.

          The Chairman explained that, with respect to the
issuance of up to $100,000,000 of Debt Securities through one or
more agents under a medium term note program, the Company could
enter into a Selling Agency Agreement.  The Chairman recommended
that the Board authorize the appropriate officers of the Company
to enter into such Selling Agency Agreement with securities
dealers yet to be determined.

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

               RESOLVED, that the Chairman of the Board, the
          President, any Vice President or the Treasurer of
          this Company be, and each of them hereby is,
          authorized to execute and deliver in the name and
          on behalf of this Company, a Selling Agency
          Agreement with such securities dealers in such
          form as shall be approved by the officer executing
          the same, such execution to be conclusive evidence
          of such approval; and further

               RESOLVED, that the proper officers of the
          Company be, and they hereby are, authorized to
          execute and deliver such other documents and
          instruments, and to do such other acts and things,
          that in their judgment may be necessary or
          desirable.

          The Chairman next explained that the Company could also
enter into an Underwriting Agreement (the "Underwriting
Agreement") with certain underwriters, under which the
underwriters may purchase up to $100,000,000 aggregate principal
amount of Debt Securities having an interest rate and maturity to
be determined, such interest rate not to exceed 11% per annum and
the maturity thereof to be not less than nine months nor more
than 50 years.  The Chairman recommended that the Board authorize
the appropriate officers of the Company to enter into an
Underwriting Agreement and determine the purchase price of the
Debt Securities, provided that the price shall not be less than
95%, including compensation to the underwriters of no more than
3.5%, of the aggregate principal amount of the Debt Securities.

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

               RESOLVED, that the Chairman of the Board, the
          President, any Vice President or the Treasurer of
          this Company be, and each of them hereby is,
          authorized to execute and deliver in the name and
          on behalf of this Company, an Underwriting
          Agreement in such form as shall be approved by the
          officer executing the same, such execution to be
          conclusive evidence of such approval, provided
          that the purchase price of the Debt Securities
          shall not be less than 95%, including compensation
          to the underwriters of no more than 3.5%, of the
          aggregate principal amount of the Debt Securities;
          and further

               RESOLVED, that the proper officers of the
          Company be, and they hereby are, authorized to
          execute and deliver such other documents and
          instruments, and to do such other acts and things,
          that in their judgment may be necessary or
          desirable in connection with the transactions
          authorized in the foregoing resolutions.

          The Chairman related to the meeting that any
Underwriting Agreement and any Selling Agency Agreement would be
entered into in connection with the issuance of Debt Securities. 
He further noted that, in order to enable the Company to perform
its obligations under the Selling Agency Agreement or the
Underwriting Agreement approved at this meeting providing for the
sale of up to $100,000,000 aggregate principal amount of First
Mortgage Bonds, it was proposed that the Board authorize the
appropriate officers to create one or more new series of First
Mortgage Bonds, to be issued under the Mortgage and Deed of
Trust, dated May 1, 1949, of the Company to Bankers Trust
Company, as Trustee, as heretofore supplemented and amended, and
as to be supplemented and amended by one or more additional
Supplemental Indentures to the Mortgage and Deed of Trust, each
of said new series of First Mortgage Bonds to be entitled and
designated as, in the case of a medium term note program, "First
Mortgage Bonds, Designated Secured Medium Term Notes, ______%
Series due ____________", and, in the case of an Underwriting
Agreement, "First Mortgage Bonds, _____% Series due ___________",
with the interest rate, maturity and certain other terms of each
such series of First Mortgage Bonds to be designated at the time
of creation thereof, such interest rate not to exceed 11% per
annum and the maturity thereof to be not less than nine months
nor more than 50 years.

          Thereupon, after full and thorough discussion, it was,
on motion duly made and seconded, unanimously

               RESOLVED, that the officers of this Company
          (including the Chairman of the Board, the
          President, any Vice President, the Treasurer, any
          Assistant Treasurer, the Secretary or any
          Assistant Secretary) be, and they hereby are,
          authorized to create up to $100,000,000 aggregate
          principal amount of First Mortgage Bonds in one or
          more series, each series to be issued under and
          secured by the Mortgage and Deed of Trust, dated
          May 1, 1949, of the Company to Bankers Trust
          Company, as Trustee, and certain indentures
          supplemental thereto, including one or more
          additional Supplemental Indentures to the Mortgage
          and Deed of Trust, in substantially the form
          presented to this meeting, to be made by this
          Company to Bankers Trust Company, as Trustee (said
          Mortgage and Deed of Trust as heretofore
          supplemented and amended, and as to be
          supplemented and amended, being hereinafter called
          the "Mortgage"), each series to be designated and
          to be distinguished from bonds of all other series
          by the title, in the case of a medium term note
          program, "First Mortgage Bonds, Designated Secured
          Medium Term Notes, ______% Series due
          ____________", and, in the case of an Underwriting
          Agreement, "First Mortgage Bonds, ______% Series
          due ____________", (hereinafter called "bonds of
          each New Series"), provided that the interest
          rate, maturity and the applicable redemption
          provisions, if any, and such other terms,
          including, but not limited to, interest payment
          dates and record payment dates, shall be
          designated at the time of creation thereof and
          further provided that such interest rate shall not
          exceed 11% per annum and such maturity shall not
          be less than nine months nor more than 50 years;
          and further

               RESOLVED, that the officers of this Company
          (including the Chairman of the Board, the
          President, any Vice President, the Treasurer, any
          Assistant Treasurer, the Secretary or any
          Assistant Secretary) be, and they hereby are,
          authorized and directed to execute and deliver,
          under the seal of and on behalf of this Company,
          one or more additional Supplemental Indentures,
          specifying the designation, terms, redemption
          provisions and other provisions of the bonds of
          each New Series and providing for the creation of
          the bonds of each New Series and effecting the
          amendments to the Mortgage described therein, such
          instrument to be substantially in the form
          presented to this meeting and ordered to be filed
          with the records of this Company, with such
          changes therein as the officers executing the same
          may, upon the advice of counsel, approve at the
          time of execution (such approval to be
          conclusively evidenced by their execution
          thereof); that Bankers Trust Company is hereby
          requested to join in the execution of said
          Supplemental Indentures, as Trustee; and that the
          officers (including the Chairman of the Board, the
          President, any Vice President, the Treasurer, any
          Assistant Treasurer, the Secretary or any
          Assistant Secretary) of this Company be, and they
          hereby are, authorized and directed to record and
          file, or to cause to be recorded and filed, said
          Supplemental Indentures in such offices of record
          and take such other action as may be deemed
          necessary or advisable in the opinion of counsel
          for the Company; and that such officers be, and
          they hereby are, authorized to determine and
          establish the basis on which the bonds of each New
          Series shall be authenticated under the Mortgage;
          and further

               RESOLVED, that the terms and provisions of
          the bonds of each New Series and the forms of the
          registered bonds of each New Series and of the
          Trustee's Authentication Certificate be, and they
          hereby are, established as provided in the form of
          Supplemental Indenture to the Mortgage
          hereinbefore authorized, with such changes as may
          be required upon the establishment of the further
          terms thereof by the appropriate officers of the
          Company as herein authorized; and further 

               RESOLVED, that the registered bonds of each
          New Series shall be substantially in the form set
          forth in the form of Supplemental Indenture
          approved at this meeting; and further

               RESOLVED, that, subject to compliance with
          the provisions of Article VI or VII of the
          Mortgage, the Chairman of the Board, the
          President, any Vice President or the Treasurer and
          the Secretary or any Assistant Secretary of this
          Company be, and they hereby are, authorized and
          directed to execute under the seal of this Company
          in accordance with the provisions of Section 14 of
          Article II of the Mortgage (the signatures of such
          officers to be effected either manually or by
          facsimile, in which case such facsimile is hereby
          adopted as the signature of such officer thereon),
          and to deliver to Bankers Trust Company, as
          Trustee under the Mortgage, bonds of each New
          Series in the aggregate principal amount of up to
          $100,000,000 as definitive fully registered bonds
          without coupons in denominations of $1,000 or
          integral multiples thereof; and further

               RESOLVED, that if any authorized officer of
          this Company who signs, or whose facsimile
          signature appears upon, any of the bonds of each
          New Series ceases to be such an officer prior to
          their issuance, the bonds of each New Series so
          signed or bearing such facsimile signature shall
          nevertheless be valid; and further

               RESOLVED, that, subject as aforesaid, Bankers
          Trust Company, as such Trustee, be, and it hereby
          is, requested to authenticate, by the manual
          signature of an authorized officer of such
          Trustee, bonds of each New Series and to deliver
          the same from time to time in accordance with the
          written order of this Company signed in the name
          of this Company by its Chairman, President or one
          of its Vice Presidents and its Treasurer or one of
          its Assistant Treasurers; and further

               RESOLVED, that the Chairman of the Board, the
          President, any Vice President, the Treasurer or
          any Assistant Treasurer of the Company be, and
          they hereby are, authorized to execute any
          Treasurer's Certificate required by Section 28(2)
          of Article VI and Section 29(2) of Article VII of
          the Mortgage, in connection with the
          authentication and delivery of the bonds of the
          New Series, and in connection with any other
          actions taken, or to be taken, under the Mortgage;
          and further

               RESOLVED, that the law firm of Gray, Woods &
          Cooper and that John F. Di Lorenzo, Jr. of Upper
          Arlington, Ohio, John M. Adams, Jr. of
          Worthington, Ohio, Thomas G. Berkemeyer of
          Hilliard, Ohio, Ann B. Graf of Columbus, Ohio, and
          David C. House of Upper Arlington, Ohio, attorneys
          and employees of American Electric Power Service
          Corporation, an affiliate of this Company, be, and
          each of them hereby is, appointed Counsel to
          render the Opinion of Counsel required by Article
          VI, Section 28(7) or Article VII, Section 29(3) of
          said Mortgage in connection with the
          authentication and delivery of the bonds of each
          New Series; and further

               RESOLVED, that James J. Markowsky of
          Worthington, Ohio, John R. Jones, III of Dublin,
          Ohio or Bruce A. Renz of Worthington, Ohio,
          engineers and officers of American Electric Power
          Service Corporation, an affiliate of this Company,
          be, and each of them hereby is, appointed the
          Engineer to make with the President, any Vice
          President, the Treasurer or an Assistant Treasurer
          of this Company any Engineer's Certificate
          required by Article VI of the Mortgage, in
          connection with the authentication and delivery of
          the bonds of each New Series; and further

               RESOLVED, that the office of Bankers Trust
          Company at Four Albany Street, in the Borough of
          Manhattan, The City of New York, be, and it hereby
          is, fixed as the office or agency of this Company
          for the payment of the principal of and the
          interest on the bonds of each New Series and as
          the office or agency of the Company in The City of
          New York for the registration, transfer and
          exchange of registered bonds of each New Series;
          and further

               RESOLVED, that said Bankers Trust Company,
          be, and it hereby is, appointed as the agent of
          this Company, in the Borough of Manhattan, The
          City of New York for the payment of the principal
          of and interest on the bonds of each New Series,
          and for the registration, transfer and exchange of
          registered bonds of each New Series; and further

               RESOLVED, that said Bankers Trust Company,
          be, and it hereby is, appointed the withholding
          agent and attorney of this Company for the purpose
          of withholding any and all taxes required to be
          withheld by the Company under the Federal revenue
          acts from time to time in force and the Treasury
          Department regulations pertaining thereto, from
          interest paid from time to time on bonds of each
          New Series, and is hereby authorized and directed
          to make any and all payments and reports and to
          file any and all returns and accompanying
          certificates with the Federal Government which it
          may be permitted or required to make or file as
          such agent under any such revenue act and/or
          Treasury Department regulation pertaining thereto;
          and further

               RESOLVED, that, until further action by this
          Board, the officers of this Company be, and they
          hereby are, authorized and directed to effect
          transfers and exchanges of bonds of each New
          Series, pursuant to Section 12 of the Mortgage
          without charging a sum for any bond of the New
          Series issued upon any such transfer or exchange
          other than a charge in connection with each such
          transfer or exchange sufficient to reimburse the
          Company for any tax or other governmental charge
          required to be paid by the Company in connection
          therewith; and further

               RESOLVED, that the firm of Deloitte & Touche
          LLP be, and they hereby are, appointed as
          independent accountants to render any independent
          public accountant's certificate required under
          Section 28 of the Mortgage; and further

               RESOLVED, that the officers of the Company
          be, and they hereby are, authorized and directed
          to execute such instruments and papers and to do
          any and all acts as to them may seem necessary or
          desirable to carry out the purposes of the
          foregoing resolutions.

          The Chairman stated to the meeting that it was
necessary that the Board authorize the execution and delivery of
an Indenture to be entered into between the Company and Bankers
Trust Company, or any successor trustee (the "Indenture") to
provide for the issuance of unsecured notes, in an unlimited
aggregate principal amount to be issued from time to time in one
or more series (the "Notes").

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

               RESOLVED, that the Chairman of the Board, the
          President, any Vice President or the Treasurer,
          and the Secretary or any Assistant Secretary be,
          and they hereby are, authorized to execute and
          deliver the Indenture in substantially the form of
          such Indenture submitted to this meeting, with
          such insertions therein and changes thereto as
          shall be approved by the officer executing the
          same, such execution to be conclusive evidence of
          such approval; and that Bankers Trust Company is
          hereby approved and appointed as trustee under
          such Indenture.

          The Chairman then stated to the meeting that, in order
to enable the Company to perform its obligations under the
Selling Agency Agreement or the Underwriting Agreement approved
at this meeting providing for the sale of up to $100,000,000
aggregate principal amount of the Notes, it was necessary that
the Board authorize the execution and delivery of one or more
Company Orders or Supplemental Indentures to the Indenture
between the Company and Bankers Trust Company (the "Supplemental
Indenture"), forms of which were presented to the meeting.  The
terms of each series of Notes will be established under a Company
Order or a Supplemental Indenture.  The interest rate, maturity
and certain other terms have not yet been determined.  The
Chairman recommended that the Board authorize the appropriate
officers of the Company to determine the financial terms and
conditions of the Notes, including, without limitation, (i) the
principal amount of the Notes to be sold in each offering, (ii)
the interest or method of determining the interest on the Notes,
(iii) the maturity (which shall not exceed 50 years from the date
of issuance) and redemption provisions of the Notes and (iv) such
other terms and conditions as are contemplated or permitted by
the Indenture, a Company Order or a Supplemental Indenture.  Any
fixed interest rate applicable to the Notes would not exceed by
more than 3% the yield to maturity at the date of pricing on
United States Treasury Bonds of comparable maturity.  Any initial
fluctuating interest rate applicable to the Notes would not
exceed 9%.

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

               RESOLVED, that the Chairman of the Board, the
          President, any Vice President, the Treasurer or
          any Assistant Treasurer and the Secretary or any
          Assistant Secretary be, and they hereby are,
          authorized to create up to $100,000,000 aggregate
          principal amount of Notes to be issued under the
          Indenture and one or more Supplemental Indentures
          or Company Orders, in substantially the form
          presented to this meeting, and with such financial
          terms and conditions as determined by appropriate
          officers of this Company, pursuant to the
          Indenture and one or more Supplemental Indentures
          or Company Orders, and with either a fixed rate of
          interest which shall not exceed by more than 3%
          the yield to maturity at the date of pricing on
          United States Treasury Bonds of comparable
          maturity or at an initial fluctuating rate of
          interest which at the time of issuance would not
          exceed 9%, or at a combination of such described
          fixed or fluctuating rates, and to specify the
          maturity, redemption or tender provisions and
          other terms, at the time of issuance thereof with
          the maturity not to exceed 50 years; and further

               RESOLVED, that the Chairman of the Board, the
          President, any Vice President, the Treasurer or
          any Assistant Treasurer and the Secretary or any
          Assistant Secretary be, and they hereby are,
          authorized and directed to execute and deliver, on
          behalf of this Company, one or more Supplemental
          Indentures or Company Orders, specifying the
          designation, terms, redemption provisions and
          other provisions of the Notes and providing for
          the creation of each series of Notes, each such
          instrument to be substantially in the form
          presented to this meeting, with such insertions
          therein and changes thereto as shall be approved
          by the officer executing the same, such execution
          to be conclusive evidence of such approval; that
          Bankers Trust Company is hereby requested to join
          in the execution of any Supplemental Indenture, as
          Trustee; and further

               RESOLVED, that the Chairman of the Board, the
          President, any Vice President, the Treasurer or
          any Assistant Treasurer be, and they hereby are,
          authorized and directed to execute and deliver, on
          behalf of this Company, to the extent not
          determined in a Supplemental Indenture or Company
          Order, a certificate requesting the authentication
          and delivery of any such Notes and establishing
          the terms of any tranche of such series or
          specifying procedures for doing so in accordance
          with the procedures established in the Indenture;
          and further

               RESOLVED, that the Chairman of the Board, the
          President, any Vice President or the Treasurer and
          the Secretary or any Assistant Secretary of this
          Company be, and they hereby are, authorized and
          directed to execute in accordance with the
          provisions of the Indenture (the signatures of
          such officers to be effected either manually or by
          facsimile, in which case such facsimile is hereby
          adopted as the signature of such officer thereon),
          and to deliver to Bankers Trust Company, as
          Trustee under the Indenture, the Notes in the
          aggregate principal amount of up to $100,000,000
          as definitive fully registered bonds without
          coupons in denominations of $1,000 or integral
          multiples thereof or such other denominations as
          may be permitted under the Indenture; and further

               RESOLVED, that if any authorized officer of
          this Company who signs, or whose facsimile
          signature appears upon, any of the Notes ceases to
          be such an officer prior to their issuance, the
          Notes so signed or bearing such facsimile
          signature shall nevertheless be valid; and further

               RESOLVED, that, subject as aforesaid, Bankers
          Trust Company, as such Trustee, be, and it hereby
          is, requested to authenticate, by the manual
          signature of an authorized officer of such
          Trustee, the Notes and to deliver the same from
          time to time in accordance with the written order
          of this Company signed in the name of this Company
          by its Chairman, President, any Vice President,
          the Treasurer or any Assistant Treasurer; and
          further

               RESOLVED, that John F. Di Lorenzo, Jr. of
          Upper Arlington, Ohio, John M. Adams, Jr. of
          Worthington, Ohio, Thomas G. Berkemeyer of
          Hilliard, Ohio, Ann B. Graf of Columbus, Ohio, and
          David C. House of Upper Arlington, Ohio, attorneys
          and employees of American Electric Power Service
          Corporation, an affiliate of this Company, be, and
          each of them hereby is, appointed Counsel to
          render any Opinion of Counsel required by the
          Indenture in connection with the authentication
          and delivery of the Notes; and further

               RESOLVED, that the office of Bankers Trust
          Company, at Four Albany Street, in the Borough of
          Manhattan, The City of New York, be, and it hereby
          is, designated as the office or agency of this
          Company, in accordance with the Indenture, for the
          payment of the principal of and the interest on
          the Notes, for the registration, transfer and
          exchange of Notes and for notices or demands to be
          served on the Company with respect to the Notes;
          and further

               RESOLVED, that said Bankers Trust Company,
          be, and it hereby is, appointed the withholding
          agent and attorney of this Company for the purpose
          of withholding any and all taxes required to be
          withheld by the Company under the Federal revenue
          acts from time to time in force and the Treasury
          Department regulations pertaining thereto, from
          interest paid from time to time on the Notes, and
          is hereby authorized and directed to make any and
          all payments and reports and to file any and all
          returns and accompanying certificates with the
          Federal Government which it may be permitted or
          required to make or file as such agent under any
          such revenue act and/or Treasury Department
          regulation pertaining thereto; and further

               RESOLVED, that the officers of this Company
          be, and they hereby are, authorized and directed
          to effect transfers and exchanges of the Notes,
          pursuant to the Indenture without charging a sum
          for any Note issued upon any such transfer or
          exchange other than a charge in connection with
          each such transfer or exchange sufficient to cover
          any tax or other governmental charge in relation
          thereto; and further

               RESOLVED, that Bankers Trust Company be, and
          it hereby is, appointed as Note Registrar in
          accordance with the Indenture; and further

               RESOLVED, that the officers of the Company
          be, and they hereby are, authorized and directed
          to execute such instruments and papers and to do
          any and all acts as to them may seem necessary or
          desirable to carry out the purposes of the
          foregoing resolutions.

          The Chairman further stated that it would be desirable
to authorize the proper officers of the Company on behalf of the
Company, to enter into one or more term loan or note purchase
agreements with terms similar to those contained in the
representative forms presented to the meeting (the "Proposed
Agreement") with one or more as yet unspecified commercial banks,
financial institutions or other institutional investors, which
would provide for the Company to borrow up to $100,000,000.  Such
borrowings would be evidenced by an unsecured promissory note or
notes (the "Note") of the Company maturing not less than nine
months nor more than thirty years after the date thereof, bearing
interest to maturity at either a fixed rate, floating rate, or
combination thereof.  Any fixed interest rate of the Note will
not be greater than 300 basis points above the yield to maturity
of United States Treasury obligations that mature on or about the
date of maturity of the Note.  Any fluctuating rate will not be
greater than 200 basis points above the rate of interest
announced publicly by the lending bank from time to time as its
base or prime rate, but in no event will the initial fluctuating
rate of interest exceed 9%.

          The Chairman explained that, although the Proposed
Agreement does not represent a definitive agreement with any
commercial bank, financial institution or other institutional
investor, it is believed, on the basis of discussions with
certain of such entities, that one or more of them would enter
into an agreement on terms substantially similar to those in the
Proposed Agreement.  Accordingly, the Chairman recommended to the
Board that it authorize the proper officers of the Company to
enter into one or more new term loan agreements on terms
substantially similar to those in the Proposed Agreement.

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

               RESOLVED, that the form, terms and provisions
          of the Proposed Agreement between the Company and
          one or more as yet unspecified commercial banks,
          financial institutions or other institutional
          investors, a copy of which has been submitted to
          this meeting, including the forms, terms and
          provisions of the Note of the Company appended
          thereto, be, and the same hereby are, in all
          respects approved; and further

               RESOLVED, that the Chairman of the Board, the
          President, any Vice President or the Treasurer of
          this Company be, and each of them hereby is,
          authorized to execute and deliver in the name and
          on behalf of this Company, the Proposed Agreement
          in substantially the form of such agreement
          submitted to this meeting, at either a fixed rate
          of interest which shall not be greater than 300
          basis points above the yield to maturity of United
          States Treasury obligations that mature on or
          about the maturity date of the Note issued
          thereunder, or a fluctuating rate of interest
          which shall not be greater than 200 basis points
          above the rate of interest announced publicly by
          the lending bank from time to time as its base or
          prime rate, but in no event will such initial
          fluctuation rate of interest exceed 9%, or at a
          combination of such described fixed or fluctuating
          rates, with such insertions therein and changes
          thereto as shall be approved by the officer
          executing the same, such execution to be
          conclusive evidence of such approval; and further

               RESOLVED, that the Chairman of the Board, the
          President, any Vice President or the Treasurer of
          this Company be, and each of them hereby is,
          authorized, in the name and on behalf of this
          Company, to borrow from one or more commercial
          banks, financial institutions or other
          institutional investors, up to $100,000,000, upon
          the terms and subject to the conditions of the
          Proposed Agreement as executed and delivered; and
          in connection therewith, to execute and deliver a
          promissory note in the form appended to the
          Proposed Agreement, with such insertions therein
          and changes thereto consistent with such Proposed
          Agreement as shall be approved by the officer
          executing the same, such execution to be
          conclusive evidence of such approval; and further

               RESOLVED, that the proper officers of this
          Company be, and they hereby are, authorized to
          execute and deliver such other documents and
          instruments, and to do such other acts and things,
          that in their judgment may be necessary or
          desirable in connection with the transactions
          authorized in the foregoing resolutions.









[97FN0021.KPC]<PAGE>
                     KENTUCKY POWER COMPANY
                        POWER OF ATTORNEY


          Each of the undersigned directors or officers of KENTUCKY
POWER COMPANY, a Kentucky corporation, which is to file with the
Securities and Exchange Commission, Washington, D.C. 20549, under
the provisions of the Securities Act of 1933, as amended, one or
more Registration Statements for the registration thereunder of up
to $100,000,000 aggregate principal amount of its First Mortgage
Bonds or secured or unsecured promissory notes, in one or more new
series, each series to have a maturity of not more than 50 years,
does hereby appoint E. LINN DRAPER, JR., G. P. MALONEY, BRUCE M.
BARBER and ARMANDO A. PENA his true and lawful attorneys, and each
of them his true and lawful attorney, with power to act without the
others, and with full power of substitution or resubstitution, to
execute for him and in his name said Registration Statement(s) and
any and all amendments thereto, whether said amendments add to,
delete from or otherwise alter the Registration Statement(s) or the
related Prospectus(es) included therein, or add or withdraw any
exhibits or schedules to be filed therewith and any and all
instruments necessary or incidental in connection therewith, hereby
granting unto said attorneys and each of them full power and
authority to do and perform in the name and on behalf of each of
the undersigned, and in any and all capacities, every act and thing
whatsoever required or necessary to be done in and about the
premises, as fully and to all intents and purposes as each of the
undersigned might or could do in person, hereby ratifying and
approving the acts of said attorneys and each of them.

          IN WITNESS WHEREOF the undersigned have hereunto set
their hands and seals this 25th day of August, 1997.



/s/_E._Linn_Draper, Jr.________    /s/_G._P._Maloney____________
E. Linn Draper, Jr.      L.S.      G. P. Maloney            L.S.

/s/_P._J._DeMaria______________    /s/_J._J._Markowsky___________
P. J. DeMaria            L.S.      J. J. Markowsky          L.S.

/s/_Wm._J._Lhota_______________    /s/_J._H._Vipperman___________
Wm. J. Lhota             L.S.      J. H. Vipperman          L.S.



[H:\FINANCE\KPCO\EDDOCS\S3EXH-24]


     
<PAGE>
 
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.   20549
                              ____________________
                                    FORM T-1
                                        
            STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT 
            OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

            CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A 
            TRUSTEE PURSUANT TO SECTION 305(b)(2) ____________

                        ______________________________
                                        
                             BANKERS TRUST COMPANY
              (Exact name of trustee as specified in its charter)

NEW YORK                                       13-4941247
(Jurisdiction of Incorporation or              (I.R.S. Employer
organization if not a U.S. national bank)       Identification no.)

FOUR ALBANY STREET
NEW YORK, NEW YORK                             10006
(Address of principal                          (Zip Code)
executive offices)

                             BANKERS TRUST COMPANY
                             LEGAL DEPARTMENT
                             130 LIBERTY STREET, 31ST FLOOR
                             NEW YORK, NEW YORK  10006
                             (212) 250-2201
           (Name, address and telephone number of agent for service)
            ______________________________________________________
                                        
                             KENTUCKY POWER COMPANY
              (Exact name of obligor as specified in its charter)
                                        

     KENTUCKY                                              61-0247775
     (State or other jurisdiction of                      (I.R.S. employer
     Incorporation or organization)                       Identification no.)



     1701 CENTRAL AVENUE
     ASHLAND, KENTUCKY                                    41101
     (Address of principal executive offices)             (Zip Code)
 


                             KENTUCKY POWER COMPANY
                                DEBT SECURITIES
                      (Title of the indenture securities)
<PAGE>
 
ITEM   1.  GENERAL INFORMATION.
             Furnish the following information as to the trustee.

           (a) Name and address of each examining or supervising authority to
               which it is subject.
 
             NAME                                     ADDRESS
 
             Federal Reserve Bank (2nd District)      New York, NY
             Federal Deposit Insurance Corporation    Washington, D.C.
             New York State Banking Department        Albany, NY

           (b)  Whether it is authorized to exercise corporate trust powers.
                Yes.

ITEM   2.  AFFILIATIONS WITH OBLIGOR.

             If the obligor is an affiliate of the Trustee, describe each such
             affiliation.

             None.

ITEM 3.-15.  NOT APPLICABLE

ITEM 16.     LIST OF EXHIBITS.

           EXHIBIT 1 -  Restated Organization Certificate of Bankers Trust
                        Company dated August 7, 1990, Certificate of Amendment
                        of the Organization Certificate of Bankers Trust Company
                        dated June 21, 1995 - Incorporated herein by reference
                        to Exhibit 1 filed with Form T-1 Statement, Registration
                        No. 33-65171, Certificate of Amendment of the
                        Organization Certificate of Bankers Trust Company dated
                        March 20, 1996, incorporate by referenced to Exhibit 1
                        filed with Form T-1 Statement, Registration No. 333-
                        25843 and Certificate of Amendment of the Organization
                        Certificate of Bankers Trust Company dated June 19,
                        1997, copy attached.

           EXHIBIT 2 -  Certificate of Authority to commence business -
                        Incorporated herein by reference to Exhibit 2 filed with
                        Form T-1 Statement, Registration No. 33-21047.


           EXHIBIT 3 -  Authorization of the Trustee to exercise corporate trust
                        powers - Incorporated herein by reference to Exhibit 2
                        filed with Form T-1 Statement, Registration No. 33-
                        21047.

           EXHIBIT 4 -  Existing By-Laws of Bankers Trust Company, as amended on
                        February 18, 1997, Incorporated herein by reference to
                        Exhibit 4 filed with Form T-1 Statement, Registration
                        No. 333-24509-01.


                                      -2-
<PAGE>
 
           EXHIBIT 5 -  Not applicable.

           EXHIBIT 6 -  Consent of Bankers Trust Company required by Section
                        321(b) of the Act. - Incorporated herein by reference to
                        Exhibit 4 filed with Form T-1 Statement, Registration
                        No. 22-18864.

           EXHIBIT 7 -  The latest report of condition of Bankers Trust Company
                        dated as of June 30, 1997. Copy attached.

           EXHIBIT 8 -  Not Applicable.

           EXHIBIT 9 -  Not Applicable.



                                      -3-
<PAGE>
 
                                   SIGNATURE
                                        


     Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Bankers Trust Company, a corporation organized and
existing under the laws of the State of New York, has duly caused this statement
of eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in The City of New York, and State of New York, on the 10th day
of  September, 1997.


                                     BANKERS TRUST COMPANY



                                     By:  _______________________________
                                           Scott Thiel
                                           Assistant Vice President



                                      -4-
<PAGE>
 
                                   SIGNATURE
                                        


     Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Bankers Trust Company, a corporation organized and
existing under the laws of the State of New York, has duly caused this statement
of eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in The City of New York, and State of New York, on the 10th day
of  September, 1997.


                                     BANKERS TRUST COMPANY



                                     By:  Scott Thiel
                                          Scott Thiel
                                          Assistant Vice President



                                      -5-
<PAGE>
 
<TABLE>
<S>                          <C>                  <C>                 <C>             <C>         
Legal Title of Bank:         Bankers Trust        Call Date: 6/30/97  ST-BK: 36-4840  FFIEC 031
                             Company              Vendor ID:D         CERT: 00623     Page RC-1
Address:                     130 Liberty Street                                       11
City, State  ZIP:            New York, NY  10006                   
FDIC Certificate No.:        0  0  6  2  3
</TABLE> 

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS JUNE 30, 1997
 
All schedules are to be reported in thousands of dollars.  Unless otherwise 
indicated, reported the amount outstanding as of the last business day of the
quarter.
 
SCHEDULE RC--BALANCE SHEET

<TABLE> 
<CAPTION> 
                                                                                                             ---------------
                                                                                                                 C400
                                                                  Dollar Amounts in Thousands    RCFD         Bil Mil Thou
ASSETS                                                                                              / / / / / / / / / / / / / 
<S>                                                                                              <C>            <C>          <C>
  1.  Cash and balances due from depository institutions (from Schedule RC-A):                              / / / / / / / / / / 
      a.   Noninterest-bearing balances and currency and coin(1)...............                  0081           1,724,000    1.a.
      b.   Interest-bearing balances(2)........................................                  0071           2,648,000    1.b.
  2.  Securities:                                                                                / / / / / / / / / / / / / 
      a.   Held-to-maturity securities (from Schedule RC-B, column A)..........                  1754                   0    2.a.
      b.   Available-for-sale securities (from Schedule RC-B, column D)........                  1773           3,990,000    2.b.
  3.  Federal funds sold and securities purchased under agreements to resell in 
      domestic offices of the bank and of its Edge and Agreement subsidiaries,                   1350          26,430,000    3.
      and in IBFs:                                                                               / / / / / / / / / / / / / 
      a.    Federal funds sold.................................................
      b.    Securities purchased under agreements to resell....................
  4.  Loans and lease financing receivables:                                                     / / / / / / / / / / / / / 
      a.    Loans and leases, net of unearned income (from Schedule RC-C) RCFD 2122 17,815,000   / / / / / / / / / / / / /   4.a.
      b.    LESS:  Allowance for loan and lease losses.................   RCFD 3123    723,000   / / / / / / / / / / / / /   4.b.
      c.    LESS:  Allocated transfer risk reserve.....................   RCFD 3128          0   / / / / / / / / / / / / /   4.c
      d.    Loans and leases, net of unearned income,                                            
            allowance, and reserve (item 4.a minus 4.b and 4.c)................                  2125          17,092,000    4.d.
  5.  Assets held in trading accounts..........................................                  3545          40,350,000    5.
  6.  Premises and fixed assets (including capitalized leases).................                  2145             937,000    6.
  7.  Other real estate owned (from Schedule RC-M).............................                  2150             195,000    7.
  8.  Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M)   2130              96,000    8.
  9.  Customers' liability to this bank on acceptances outstanding.............                  2155             691,000    9.
 10.  Intangible assets (from Schedule RC-M)...................................                  2143              85,000    10.
 11.  Other assets (from Schedule RC-F)........................................                  2160           4,633,000    11.
 12.  Total assets (sum of items 1 through 11).................................                  2170          98,871,000    12.
 </TABLE>

__________________________
(1)  Includes cash items in process of collection and unposted debits.
(2)  Includes time certificates of deposit not held in trading accounts.
<PAGE>
 
<TABLE>
<S>                          <C>                  <C>                 <C>             <C>         
Legal Title of Bank:         Bankers Trust        Call Date: 6/30/97  ST-BK: 36-4840  FFIEC 031
                             Company              Vendor ID:D         CERT: 00623     Page RC-1
Address:                     130 Liberty Street                                       12
City, State  ZIP:            New York, NY  10006                   
FDIC Certificate No.:        0  0  6  2  3
</TABLE> 

SCHEDULE RC--CONTINUED
<TABLE> 
<CAPTION> 
                                                                        Dollar Amounts  -----------------------------------
                                                                        in Thousands    / / / / / / /   Bil Mil Thou __  __
LIABILITIES                                                                             / / / / / / / / / / / / / /
<S>                                                                                     <C>                   <C>           <C>
13.  Deposits:                                                                          / / / / / / / / / / / / / /
     a.  In domestic offices (sum of totals of columns A and C from Schedule
         RC-E, part I)                                                                  RCON 2200             18,026,000    13.a.
         (1)   Noninterest-bearing(1)............................RCON 6631  3,184,000.. / / / / / / / / / / / / / / /       13.a.(1)
         (2)   Interest-bearing..................................RCON 6636 14,842,000.. / / / / / / / / / / / / / / /       13.a.(2)

     b.  In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule
         RC-E part II)                                                                  RCON 2200             22,173,000    13.b.
         (1)   Noninterest-bearing...............................RCFN 6631  1,454,000           / / / / / / / / / / / / / 
         (2)   Interest-bearing..................................RCFN 6636 20,719,000   / / / / / / / / / / / / / / / / /   13.b.(2)
14.  Federal funds purchased and securities sold under agreements to repurchase in      / /  2800             14,623,000    14.
     domestic offices of the bank and of its Edge and Agreement subsidiaries, and in 
     IBFs:                                                                              / / / / / / / / / / / / / / / / / 
     a.  Federal funds purchased....................................................    RCFD 0278                           14.a.
     b.  Securities sold under agreements to repurchase.............................    RCFD 0279                           14.b.
15.  a.  Demand notes issued to the U.S. Treasury...................................    RCON 2840                      0    15.a.
     b.  Trading liabilities........................................................    RCFD 3548             19,819,000    15.b.
16.  Other borrowed money:                                                              / / / / / / / / / / / / / / / / /
     a.  With original maturity of one year or less.................................    RCFD 2332              6,877,000    16.a.
     b.  With original maturity of more than one year...............................    A547                     217,000    16.b.
     c.  With a remaining maturity of more than three years.........................    A548                   4,848,000    16.c.
17.  Mortgage indebtedness and obligations under capitalized leases.................
 
18.  Bank's liability on acceptances executed and outstanding.......................    RCFD 2920                691,000    18.
19.  Subordinated notes and debentures..............................................    RCFD 3200              1,251,000    19.
20.  Other liabilities (from Schedule RC-G).........................................    RCFD 2930              4,872,000    20.
21.  Total liabilities (sum of items 13 through 20).................................    RCFD 2948             93,397,000    21.
                                                                                        / / / / / / / / / / / / / / / / /
22.  Limited-life preferred stock and related surplus...............................    RCFD 3282                      0    22.
EQUITY CAPITAL                                                                          / / / / / / / / / / / / / / / / /
23.  Perpetual preferred stock and related surplus..................................    RCFD 3838              1,000,000    23.
24.  Common stock...................................................................    RCFD 3230              1,001,000    24.
25.  Surplus (exclude all surplus related to preferred stock).......................    RCFD 3839                540,000    25.
26.  a.  Undivided profits and capital reserves.....................................    RCFD 3632              3,314,000    26.a.
     b.  Net unrealized holding gains (losses) on available-for-sale securities.....    RCFD 8434            (     3,000)   26.b.
27.  Cumulative foreign currency translation adjustments............................    RCFD 3284            (   378,000)   27.
28.  Total equity capital (sum of items 23 through 27)..............................    RCFD 3210              5,474,000    28.
29.  Total liabilities, limited-life preferred stock, and equity capital (sum of        / / / / / / / / / / / / / / / / / 
     items 21, 22, and 28)..........................................................    RCFD 3300             98,871,000    29.

</TABLE>
Memorandum
To be  reported only with the March Report of Condition.
 1.  Indicate in the box at the right the number of the 
     statement below that best describes the most 
     comprehensive level of auditing work performed 
     for the bank by independent external auditors as                  Number
     of any date during 1996 .......................... RCFD  6724  N/A       M
 
1 =   Independent audit of the bank       4  =   Directors' examination of the
      conducted in accordance                    bank performed by other
      with generally accepted                    external auditors (may be
      auditing standards by a                    required by state chartering
      certified public accounting                authority) 
      firm which submits a report         5  =   Review of the bank's financial
      on the bank                                statements by external        
2 =   Independent audit of the bank's            auditors                      
      parent holding company              6  =   Compilation of the bank's     
      conducted in accordance with               financial statements by       
      generally accepted auditing                external auditors              
      standards by a certified            7  =   Other audit procedures
      public accounting firm which               (excluding tax preparation 
      submits a report on the                    work) 
      consolidated holding company        8  =   No external audit work 
      (but not on the bank separately)    
3 =   Directors' examination of the        
      bank conducted in                          
      accordance with generally          
      accepted auditing standards        
      public accounting firm (may        
      be required by state               
      chartering authority)
   
______________________
(1)  Including total demand deposits and noninterest-bearing time and savings
     deposits.
(2)  Includes limited-life preferred stock and related surplus.
<PAGE>
 
                               State of New York,

                               BANKING DEPARTMENT



          I, MANUEL KURSKY, Deputy Superintendent of Banks of the State of New
York, DO HEREBY APPROVE the annexed Certificate entitled "CERTIFICATE OF
AMENDMENT OF THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY UNDER SECTION
8005 OF THE BANKING LAW," dated June 19, 1997, providing for an increase in
authorized capital stock from $1,601,666,670 consisting of 100,166,667 shares
with a par value of $10 each designated as Common Stock and 600 shares with a
par value of $1,000,000 each designated as Series Preferred Stock to
$2,001,666,670 consisting of 100,166,667 shares with a par value of $10 each
designated as Common Stock and 1,000 shares with a par value of $1,000,000 each
designated as Series Preferred Stock.

WITNESS, my hand and official seal of the Banking Department at the City of New
York,
                    this 27th day of June in the Year of our Lord
                         ----        ----                            
                    one thousand nine hundred and NINETY-SEVEN.



                                                        Manuel Kursky
                                                ------------------------------
                                                Deputy Superintendent of Banks
<PAGE>
 
                            CERTIFICATE OF AMENDMENT

                                     OF THE

                            ORGANIZATION CERTIFICATE

                                OF BANKERS TRUST

                     Under Section 8005 of the Banking Law

                         _____________________________

          We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a
Managing Director and an Assistant Secretary of Bankers Trust Company, do hereby
certify:

          1.   The name of the corporation is Bankers Trust Company.

          2.   The organization certificate of said corporation was filed by the
Superintendent of Banks on the 5th of march, 1903.

          3.   The organization certificate as heretofore amended is hereby
amended to increase the aggregate number of shares which the corporation shall
have authority to issue and to increase the amount of its authorized capital
stock in conformity therewith.

          4.   Article III of the organization certificate with reference to the
authorized capital stock, the number of shares into which the capital stock
shall be divided, the par value of the shares and the capital stock outstanding,
which reads as follows:

          "III. The amount of capital stock which the corporation is hereafter
          to have is One Billion, Six Hundred and One Million, Six Hundred 
          Sixty-Six Thousand, Six Hundred Seventy Dollars ($1,601,666,670),
          divided into One Hundred Million, One Hundred Sixty-Six Thousand, Six
          Hundred Sixty-Seven (100,166,667) shares with a par value of $10 each
          designated as Common Stock and 600 shares with a par value of One
          Million Dollars ($1,000,000) each designated as Series Preferred
          Stock."

is hereby amended to read as follows:

          "III. The amount of capital stock which the corporation is hereafter
          to have is Two Billion One Million, Six Hundred Sixty-Six Thousand,
          Six Hundred Seventy Dollars ($2,001,666,670), divided into One Hundred
          Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven
          (100,166,667) shares with a par value of $10 each designated as Common
          Stock and 1000 shares with a par value of One Million Dollars
          ($1,000,000) each designated as Series Preferred Stock."
<PAGE>
 
          5.   The foregoing amendment of the organization certificate was
authorized by unanimous written consent signed by the holder of all outstanding
shares entitled to vote thereon.

          IN WITNESS WHEREOF, we have made and subscribed this certificate this
19th day of June, 1997.

 
                                                   James T. Byrne, Jr.
                                                -------------------------
                                                   James T. Byrne, Jr.
                                                   Managing Director


                                                   Lea Lahtinen
                                                -------------------------
                                                   Lea Lahtinen
                                                   Assistant Secretary

State of New York    )
                     )  ss:
County of New York   )

          Lea Lahtinen, being fully sworn, deposes and says that she is an
Assistant Secretary of Bankers Trust Company, the corporation described in the
foregoing certificate; that she has read the foregoing certificate and knows the
contents thereof, and that the statements herein contained are true.

                                                    Lea Lahtinen
                                                 ------------------------
                                                    Lea Lahtinen

Sworn to before me this 19th day
of June, 1997.


          Sandra L. West
     -------------------------
          Notary Public


          SANDRA L. WEST
   Notary Public State of New York
           No. 31-4942101
    Qualified in New York County
Commission Expires September 19, 1998



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