<PAGE> File No. 70-8347
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
AMENDMENT NO. 5
TO
FORM U-1
_______________________________
APPLICATION OR DECLARATION
under the
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
* * *
APPALACHIAN POWER COMPANY
40 Franklin Road, Roanoke, Virginia 24022
COLUMBUS SOUTHERN POWER COMPANY
215 North Front Street, Columbus, Ohio 43215
OHIO POWER COMPANY
301 Cleveland Avenue, S.W., Canton, Ohio 44702
(Name of companies filing this statement and
addresses of principal executive offices)
* * *
AMERICAN ELECTRIC POWER COMPANY, INC.
1 Riverside Plaza, Columbus, Ohio 43215
(Name of top registered holding company
parent of each applicant or declarant)
* * *
G. P. Maloney, Executive Vice President
AMERICAN ELECTRIC POWER SERVICE CORPORATION
1 Riverside Plaza, Columbus, Ohio 43215
A. Joseph Dowd, General Counsel
AMERICAN ELECTRIC POWER SERVICE CORPORATION
1 Riverside Plaza, Columbus, Ohio 43215
(Names and addresses of agents for service)
Appalachian Power Company ("APCo"), Columbus Southern Power
Company ("CSPCo") and Ohio Power Company ("OPCo") (sometimes
individually referred to herein as "Company" and collectively as
"Companies"), hereby amend their Application or Declaration in File
No. 70-8347 by amending and restating the last sentence of ITEM 1.
Description of Proposed Transactions as follows:
"The Companies request that the Commission reserve
jurisdiction over the acquisition or redemption through
the operation of such redemption provisions and/or
sinking fund provisions with respect to $75,000,000
aggregate par value of cumulative preferred stock of
CSPCo."
SIGNATURE
Pursuant to the requirements of the Public Utility
Holding Company Act of 1935, the undersigned companies have duly
caused this statement to be signed on their behalf by the under-
signed thereunto duly authorized.
APPALACHIAN POWER COMPANY
COLUMBUS SOUTHERN POWER COMPANY
OHIO POWER COMPANY
By_/s/ G. P. Maloney_____
Vice President
Dated: May 4, 1994
finance\amend#5.cps