APPALACHIAN POWER CO
10-Q, 1996-08-14
ELECTRIC SERVICES
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THE CONSOLIDATED 10-Q FOR AMERICAN ELECTRIC POWER CO., INC, AND
SUBSIDIARIES IS REQUESTED TO BE INCLUDED AS PART OF THE FILING.

<PAGE>
<TABLE>
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549
                                 FORM 10-Q
           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934
               For The Quarterly Period Ended June 30, 1996
           [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934
            For The Transition Period from          to         
<CAPTION>
Commission      Registrant; State of Incorporation;           I. R. S. Employer
File Number      Address; and Telephone Number                Identification No.
  <C>         <S>                                                <C>
  1-3525      AMERICAN ELECTRIC POWER COMPANY, INC.              13-4922640
              (A New York Corporation)
              1 Riverside Plaza, Columbus, Ohio  43215
              Telephone (614) 223-1000

  0-18135     AEP GENERATING COMPANY (An Ohio Corporation)       31-1033833
              1 Riverside Plaza, Columbus, Ohio  43215
              Telephone (614) 223-1000

  1-3457      APPALACHIAN POWER COMPANY (A Virginia Corporation) 54-0124790
              40 Franklin Road, Roanoke, Virginia  24011
              Telephone (540) 985-2300

  1-2680      COLUMBUS SOUTHERN POWER COMPANY                    31-4154203
              (An Ohio Corporation)
              215 North Front Street, Columbus, Ohio  43215
              Telephone (614) 464-7700

  1-3570      INDIANA MICHIGAN POWER COMPANY                     35-0410455
              (An Indiana Corporation)
              One Summit Square
              P.O. Box 60, Fort Wayne, Indiana  46801
              Telephone (219) 425-2111

  1-6858      KENTUCKY POWER COMPANY (A Kentucky Corporation)    61-0247775
              1701 Central Avenue, Ashland, Kentucky  41101
              Telephone (800) 572-1141

  1-6543      OHIO POWER COMPANY (An Ohio Corporation)           31-4271000
              301 Cleveland Avenue S.W., Canton, Ohio  44702
              Telephone (330) 456-8173
AEP Generating Company, Columbus Southern Power Company and Kentucky Power Company meet
the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and are
therefore filing this Form 10-Q with the reduced disclosure format specified in General
Instruction H(2) to Form 10-Q.
Indicate by check mark whether the registrants (1) have filed all reports required to
be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrants were required to
file such reports), and (2) have been subject to such filing requirements for the past
90 days.                                                                                
                                                         Yes   X          No      

The number of shares outstanding of American Electric Power Company, Inc. Common Stock,
par value $6.50, at July 31, 1996 was 187,435,000.
/TABLE
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<TABLE>
     AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES
                                FORM 10-Q
                   For The Quarter Ended June 30, 1996
                                  INDEX
<CAPTION>
                                                                          Page
Part I.  FINANCIAL INFORMATION
           <S>                                                            <C>
           American Electric Power Company, Inc. and Subsidiary Companies:
             Consolidated Statements of Income and
               Consolidated Statements of Retained Earnings . . . . . . . A-1
             Consolidated Balance Sheets. . . . . . . . . . . . . . . . . A-2 - A-3
             Consolidated Statements of Cash Flows. . . . . . . . . . . . A-4
             Notes to Consolidated Financial Statements . . . . . . . . . A-5 - A-6
             Management's Discussion and Analysis of Results of 
               Operations and Financial Condition . . . . . . . . . . . . A-7 - A-9

           AEP Generating Company:
             Statements of Income and Statements of Retained Earnings . . B-1
             Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . B-2 - B-3
             Statements of Cash Flows . . . . . . . . . . . . . . . . . . B-4
             Notes to Financial Statements. . . . . . . . . . . . . . . . B-5
             Management's Narrative Analysis of Results of Operations . . B-6 - B-7

           Appalachian Power Company and Subsidiaries:
             Consolidated Statements of Income and
               Consolidated Statements of Retained Earnings . . . . . . . C-1
             Consolidated Balance Sheets. . . . . . . . . . . . . . . . . C-2 - C-3
             Consolidated Statements of Cash Flows. . . . . . . . . . . . C-4
             Notes to Consolidated Financial Statements . . . . . . . . . C-5 - C-6
             Management's Discussion and Analysis of Results of 
               Operations and Financial Condition . . . . . . . . . . . . C-7 - C-9

           Columbus Southern Power Company and Subsidiaries:
             Consolidated Statements of Income and
               Consolidated Statements of Retained Earnings . . . . . . . D-1
             Consolidated Balance Sheets. . . . . . . . . . . . . . . . . D-2 - D-3
             Consolidated Statements of Cash Flows. . . . . . . . . . . . D-4
             Notes to Consolidated Financial Statements . . . . . . . . . D-5
             Management's Narrative Analysis of Results of Operations . . D-6 - D-7

           Indiana Michigan Power Company and Subsidiaries:
             Consolidated Statements of Income and
               Consolidated Statements of Retained Earnings . . . . . . . E-1
             Consolidated Balance Sheets. . . . . . . . . . . . . . . . . E-2 - E-3
             Consolidated Statements of Cash Flows. . . . . . . . . . . . E-4
             Notes to Consolidated Financial Statements . . . . . . . . . E-5
             Management's Discussion and Analysis of Results of 
               Operations and Financial Condition . . . . . . . . . . . . E-6 - E-8

           Kentucky Power Company:
             Statements of Income and Statements of Retained Earnings . . F-1
             Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . F-2 - F-3
             Statements of Cash Flows . . . . . . . . . . . . . . . . . . F-4
             Notes to Financial Statements. . . . . . . . . . . . . . . . F-5
             Management's Narrative Analysis of Results of Operations . . F-6 - F-7



<PAGE>
                                      AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES

                                         FORM 10-Q

                                      For The Quarter Ended June 30, 1996

                                           INDEX

                                                                        Page
           Ohio Power Company and Subsidiaries:
             Consolidated Statements of Income and
               Consolidated Statements of Retained Earnings . . . . . . G-1
             Consolidated Balance Sheets. . . . . . . . . . . . . . . . G-2 - G-3
             Consolidated Statements of Cash Flows. . . . . . . . . . . G-4
             Notes to Consolidated Financial Statements . . . . . . . . G-5
             Management's Discussion and Analysis of Results of 
               Operations and Financial Condition . . . . . . . . . . . G-6 - G-8


Part II. OTHER INFORMATION

           Item 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . II-1
           Item 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . II-1 - II-3
           Item 5 . . . . . . . . . . . . . . . . . . . . . . . . . . . II-3 - II-4
           Item 6 . . . . . . . . . . . . . . . . . . . . . . . . . . . II-4

SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-5

                                                                                   


     This combined Form 10-Q is separately filed by American Electric Power Company, Inc.,
AEP Generating Company, Appalachian Power Company, Columbus Southern Power Company,
Indiana Michigan Power Company, Kentucky Power Company and Ohio Power Company. 
Information contained herein relating to any individual registrant is filed by such
registrant on its own behalf.  Each registrant makes no representation as to information
relating to the other registrants.
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<PAGE>
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<TABLE>
     AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES
                    CONSOLIDATED STATEMENTS OF INCOME
                (in thousands, except per-share amounts)
                               (UNAUDITED)
<CAPTION>
                                        Three Months Ended       Six Months Ended
                                             June 30,                 June 30,      
                                         1996        1995        1996        1995
<S>                                   <C>         <C>         <C>         <C>
OPERATING REVENUES . . . . . . . . . .$1,400,941  $1,305,342  $2,918,722  $2,721,511

OPERATING EXPENSES:
  Fuel and Purchased Power . . . . . .   404,914     357,055     845,891     769,042
  Other Operation. . . . . . . . . . .   300,723     289,865     604,431     551,817
  Maintenance. . . . . . . . . . . . .   139,043     131,388     244,466     261,996
  Depreciation and Amortization. . . .   149,414     147,243     298,528     294,420
  Taxes Other Than Federal 
   Income Taxes. . . . . . . . . . . .   120,990     116,757     248,616     246,230
  Federal Income Taxes . . . . . . . .    65,232      51,750     164,043     129,166
          TOTAL OPERATING EXPENSES . . 1,180,316   1,094,058   2,405,975   2,252,671
OPERATING INCOME . . . . . . . . . . .   220,625     211,284     512,747     468,840
NONOPERATING INCOME (LOSS) . . . . . .     1,030          83         (97)      4,881
INCOME BEFORE INTEREST CHARGES AND
 PREFERRED DIVIDENDS . . . . . . . . .   221,655     211,367     512,650     473,721
INTEREST CHARGES . . . . . . . . . . .    98,363     100,782     198,388     201,256
PREFERRED STOCK DIVIDEND REQUIREMENTS
 OF SUBSIDIARIES . . . . . . . . . . .    10,626      14,107      21,584      28,137
NET INCOME . . . . . . . . . . . . . .$  112,666  $   96,478  $  292,678  $  244,328
AVERAGE NUMBER OF SHARES OUTSTANDING .   187,104     185,671     186,913     185,494
EARNINGS PER SHARE . . . . . . . . . .     $0.60       $0.52       $1.57       $1.32
CASH DIVIDENDS PAID PER SHARE. . . . .     $0.60       $0.60       $1.20       $1.20

                                                                 

              CONSOLIDATED STATEMENTS OF RETAINED EARNINGS
                               (UNAUDITED)

                                        Three Months Ended       Six Months Ended
                                              June 30,                June 30,      
                                         1996        1995        1996        1995
                                                      (in thousands)

BALANCE AT BEGINNING OF PERIOD . . . .$1,477,852  $1,362,170  $1,409,645  $1,325,581
NET INCOME . . . . . . . . . . . . . .   112,666      96,478     292,678     244,328
DEDUCTIONS:
  Cash Dividends Declared. . . . . . .   112,205     111,352     224,188     222,495
  Other. . . . . . . . . . . . . . . .       120          36         (58)        154

BALANCE AT END OF PERIOD . . . . . . .$1,478,193  $1,347,260  $1,478,193  $1,347,260

See Notes to Consolidated Financial Statements.
/TABLE
<PAGE>
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<TABLE>
     AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES
                       CONSOLIDATED BALANCE SHEETS
                               (UNAUDITED)
<CAPTION>
                                                           June 30,     December 31,
                                                             1996           1995    
                                                               (in thousands)
<S>                                                      <C>            <C>
ASSETS

ELECTRIC UTILITY PLANT:
  Production . . . . . . . . . . . . . . . . . . . . . . $ 9,266,447    $ 9,238,843
  Transmission . . . . . . . . . . . . . . . . . . . . .   3,341,340      3,316,664
  Distribution . . . . . . . . . . . . . . . . . . . . .   4,274,741      4,184,251
  General (including mining assets and nuclear fuel) . .   1,495,849      1,442,086
  Construction Work in Progress. . . . . . . . . . . . .     304,473        314,118
          Total Electric Utility Plant . . . . . . . . .  18,682,850     18,495,962
  Accumulated Depreciation and Amortization. . . . . . .   7,338,529      7,111,123

          NET ELECTRIC UTILITY PLANT . . . . . . . . . .  11,344,321     11,384,839





OTHER PROPERTY AND INVESTMENTS . . . . . . . . . . . . .     857,200        825,781





CURRENT ASSETS:
  Cash and Cash Equivalents. . . . . . . . . . . . . . .     110,414         79,955
  Accounts Receivable (net). . . . . . . . . . . . . . .     544,950        492,283
  Fuel . . . . . . . . . . . . . . . . . . . . . . . . .     272,925        271,933
  Materials and Supplies . . . . . . . . . . . . . . . .     249,437        251,051
  Accrued Utility Revenues . . . . . . . . . . . . . . .     171,650        207,919
  Prepayments and Other. . . . . . . . . . . . . . . . .     143,619         98,717

          TOTAL CURRENT ASSETS . . . . . . . . . . . . .   1,492,995      1,401,858




REGULATORY ASSETS. . . . . . . . . . . . . . . . . . . .   1,917,335      1,979,446



DEFERRED CHARGES . . . . . . . . . . . . . . . . . . . .     245,711        310,377

            TOTAL. . . . . . . . . . . . . . . . . . . . $15,857,562    $15,902,301

See Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
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<TABLE>
     AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES
                       CONSOLIDATED BALANCE SHEETS
                               (UNAUDITED)
<CAPTION>
                                                          June 30,      December 31,
                                                            1996            1995    
                                                               (in thousands)
<S>                                                     <C>             <C>
CAPITALIZATION AND LIABILITIES

CAPITALIZATION:
  Common Stock-Par Value $6.50:
                                1996          1995
    Shares Authorized . . . .300,000,000   300,000,000
    Shares Issued . . . . . .196,434,992   195,634,992
    (8,999,992 shares were held in treasury) . . . . . .$ 1,276,827     $ 1,271,627
  Paid-in Capital. . . . . . . . . . . . . . . . . . . .  1,687,101       1,658,524
  Retained Earnings. . . . . . . . . . . . . . . . . . .  1,478,193       1,409,645
          Total Common Shareholders' Equity. . . . . . .  4,442,121       4,339,796
  Cumulative Preferred Stocks of Subsidiaries:
    Not Subject to Mandatory Redemption. . . . . . . . .    118,240         148,240
    Subject to Mandatory Redemption. . . . . . . . . . .    515,082         515,085
  Long-term Debt . . . . . . . . . . . . . . . . . . . .  4,766,759       4,920,329

          TOTAL CAPITALIZATION . . . . . . . . . . . . .  9,842,202       9,923,450

OTHER NONCURRENT LIABILITIES . . . . . . . . . . . . . .    927,744         884,707

CURRENT LIABILITIES:
  Preferred Stock and Long-term Debt Due Within One Year     55,824         144,597
  Short-term Debt. . . . . . . . . . . . . . . . . . . .    526,471         365,125
  Accounts Payable . . . . . . . . . . . . . . . . . . .    177,719         220,142
  Taxes Accrued. . . . . . . . . . . . . . . . . . . . .    370,524         420,192
  Interest Accrued . . . . . . . . . . . . . . . . . . .     81,018          80,848
  Obligations Under Capital Leases . . . . . . . . . . .     97,597          89,692
  Other. . . . . . . . . . . . . . . . . . . . . . . . .    284,709         304,466

          TOTAL CURRENT LIABILITIES. . . . . . . . . . .  1,593,862       1,625,062

DEFERRED INCOME TAXES. . . . . . . . . . . . . . . . . .  2,631,704       2,656,651

DEFERRED INVESTMENT TAX CREDITS. . . . . . . . . . . . .    418,190         430,041

DEFERRED GAIN ON SALE AND LEASEBACK - 
  ROCKPORT PLANT UNIT 2. . . . . . . . . . . . . . . . .    245,236         249,875

DEFERRED CREDITS . . . . . . . . . . . . . . . . . . . .    198,624         132,515

CONTINGENCIES (Note 3)

            TOTAL. . . . . . . . . . . . . . . . . . . .$15,857,562     $15,902,301

See Notes to Consolidated Financial Statements.
</TABLE>
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<TABLE>
     AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES
                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                               (UNAUDITED)
<CAPTION>
                                                                Six Months Ended
                                                                    June 30,       
                                                                1996        1995
                                                                  (in thousands)
<S>                                                           <C>         <C>
OPERATING ACTIVITIES:
  Net Income . . . . . . . . . . . . . . . . . . . . . . . . .$ 292,678   $ 244,328
  Adjustments for Noncash Items:
    Depreciation and Amortization. . . . . . . . . . . . . . .  294,865     285,933
    Deferred Federal Income Taxes. . . . . . . . . . . . . . .   (9,048)        622
    Deferred Investment Tax Credits. . . . . . . . . . . . . .  (11,760)    (11,903)
    Amortization of Deferred Property Taxes. . . . . . . . . .   74,709      72,657
    Amortization of Operating Expenses and
       Carrying Charges (net). . . . . . . . . . . . . . . . .   18,183      35,448
  Changes in Certain Current Assets and Liabilities:
    Accounts Receivable (net). . . . . . . . . . . . . . . . .  (52,667)    (21,648)
    Fuel, Materials and Supplies . . . . . . . . . . . . . . .      622     (39,309)
    Accrued Utility Revenues . . . . . . . . . . . . . . . . .   36,269      12,185
    Prepayments and Other Current Assets . . . . . . . . . . .  (44,902)    (51,879)
    Accounts Payable . . . . . . . . . . . . . . . . . . . . .  (42,423)    (86,474)
    Taxes Accrued. . . . . . . . . . . . . . . . . . . . . . .  (49,668)    (97,782)
    Revenue Refunds Accrued. . . . . . . . . . . . . . . . . .   26,812        -
  Other (net). . . . . . . . . . . . . . . . . . . . . . . . .   20,615      (8,534)
        Net Cash Flows From Operating Activities . . . . . . .  554,285     333,644

INVESTING ACTIVITIES:
  Construction Expenditures. . . . . . . . . . . . . . . . . . (215,227)   (280,956)
  Proceeds from Sale of Property and Other . . . . . . . . . .    6,670      10,551
        Net Cash Flows Used For Investing Activities . . . . . (208,557)   (270,405)

FINANCING ACTIVITIES:
  Issuance of Common Stock . . . . . . . . . . . . . . . . . .   33,121      23,371
  Issuance of Long-term Debt . . . . . . . . . . . . . . . . .  309,404     264,415
  Change in Short-term Debt (net). . . . . . . . . . . . . . .  161,346     113,890
  Retirement of Cumulative Preferred Stock . . . . . . . . . .  (38,057)       -   
  Retirement of Long-term Debt . . . . . . . . . . . . . . . . (556,895)   (176,088)
  Dividends Paid on Common Stock . . . . . . . . . . . . . . . (224,188)   (222,495)
        Net Cash Flows From (Used For) Financing Activities. . (315,269)      3,093

Net Increase in Cash and Cash Equivalents. . . . . . . . . . .   30,459      66,332
Cash and Cash Equivalents at Beginning of Period . . . . . . .   79,955      62,866
Cash and Cash Equivalents at End of Period . . . . . . . . . .$ 110,414   $ 129,198

Supplemental Disclosure:
  Cash paid for interest net of capitalized amounts was $191,603,000 and
  $197,982,000 and for income taxes was  $138,641,000  and  $151,158,000
  in 1996  and 1995, respectively.  Noncash  acquisitions under capital
  leases were $83,502,000 and $49,813,000 in 1996 and 1995, respectively.

See Notes to Consolidated Financial Statements.
/TABLE
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<PAGE>
  AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          JUNE 30, 1996                        
                           (UNAUDITED)

1.   GENERAL
         The accompanying unaudited consolidated financial state-ments should
     be read in conjunction with the 1995 Annual Report
     as incorporated in and filed with the Form 10-K.  Certain
     prior-period amounts have been reclassified to conform with
     current-period presentation.

2.   FINANCING AND RELATED ACTIVITIES

         During the first six months of 1996, subsidiaries issued
     $310 million principal amount of long-term debt: two series of
     first mortgage bonds totaling $200 million at 6-3/8% and 6.8%
     due in 2001 and 2006, respectively; $40 million of junior
     subordinated deferrable interest debentures at 8% due in 2026;
     two 6.75% term loans totaling $20 million due 2001 and two term
     loans totaling $50 million at 6.42% and 6.57% due in 1999 and
     2000, respectively.

         The proceeds were used during 1996 to redeem the
     outstanding shares of two series of $100 par value cumulative
     preferred stock: 75,000 shares at 9.5% and 300,000 shares at
     7.08%; and to retire $551 million principal amount of long-term
     debt: $492 million of first mortgage bonds with interest rates
     ranging from 5% to 9-7/8% with due dates ranging from 1996 to
     2022; $31 million of sinking fund debentures with interest
     rates ranging from 5-1/8% to 7-7/8% with due dates ranging from
     1996 to 1999; and $28 million of term loans with interest rates
     ranging from 5.79% to 10.78% all at maturity.

         The redemption of three series of first mortgage bonds in
     1996, a 7-7/8% series and a 7-1/2% series both due in 2002 and
     a 9-7/8% series due in 2020, reduced the restriction on
     subsidiaries use of retained earnings for the payment of cash
     dividends on their common stock from $230 million to $30
     million.

3.   CONTINGENCIES

         On April 24, 1996 the Federal Energy Regulatory Commission
     (FERC) issued two Final Rules regarding open access
     transmission and stranded cost recovery in the wholesale
     market.  In the open access final rule, all public utilities
     with transmission lines are required to file non-discriminatory
     open access tariffs that offer non-affiliated wholesale
     customers the same transmission service at the same terms and
     costs as they provide to themselves and their affiliates.  The
     Company adopted with FERC approval a non-discriminatory open
     access transmission tariff in 1995 under the provisions of a
     proposed FERC rule and in 1996 as required by the new open
     access rule filed a new non-discriminatory open access
     transmission tariff that is basically the same as the
     previously filed open access transmission tariff.  The open
     access final rule also provides under certain conditions for
     the recovery of stranded costs from a utility's departing
     wholesale customers -- that is costs that were prudently
     incurred to serve departing wholesale customers that would go
     unrecovered if these customers use open access to move to
     another supplier.  The other final rule provides for the manner
     in which the open access rule will be administered.  Management
     does not expect these final rules to adversely impact financial
     condition.

         The Company continues to be involved in certain other
     matters discussed in the 1995 Annual Report.
<PAGE>
<PAGE>
  AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES
  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
                      AND FINANCIAL CONDITION                   

           SECOND QUARTER 1996 vs. SECOND QUARTER 1995
                               AND
             YEAR-TO-DATE 1996 vs. YEAR-TO-DATE 1995
RESULTS OF OPERATIONS
     Net income increased 17% or $16.2 million in the comparative
second quarter and 20% or $48.4 million in the comparative year-to-date period
primarily due to an increase in energy sales in both
periods as a result of growth in the number of customers, increased
customer usage mainly due to weather, and increased weather-related
wholesale sales to other utilities.
     Income statement items which changed significantly were:
                                       Increase (Decrease)      
                               Second Quarter     Year-To-Date  
                              (in millions)  %  (in millions)  %

Operating Revenues . . . . . .    $95.6      7      $197.2     7
Fuel and Purchased 
  Power Expense. . . . . . . .     47.9     13        76.8    10
Other Operation Expense. . . .     10.9      4        52.6    10
Maintenance Expense. . . . . .      7.7      6       (17.5)   (7)
Federal Income Taxes . . . . .     13.5     26        34.9    27
Preferred Stock Dividend
 Requirements of Subsidiaries.     (3.5)   (25)       (6.6)  (23)

     Operating revenues increased in both periods as a result of
increased energy sales to retail and wholesale customers and an
increase in other service revenues.  Retail energy sales increased
4% in the comparative second quarter period and 5% in the
comparative year-to-date period reflecting increased energy sales
in all major retail customer classes largely as a result of
increased usage due to the weather and growth in the number of
customers.  Energy sales to wholesale customers were up 62% in the
second quarter of 1996 and 53% in the year-to-date period largely
as a result of weather.  Higher transmission and other service
revenues from wholesale customers contributed to the increased
revenues in both comparative periods reflecting the increased
demand.
     The increase in fuel and purchased power expense was mainly due
to the increase in energy demand.  Also contributing to the rise in
fuel expense during both comparative periods was the increased use
of higher cost coal-fired generation due to a reduction in the
availability of low-cost nuclear generation resulting from a
refueling outage at a nuclear unit in the second quarter of 1996.

     Other operation expense increased in the comparative second
quarter reflecting an increase in the cost of pollution control
emission allowances and increased rent expense.  The increase in
rent expense resulted from a favorable determination by the Indiana
state tax department that resulted in the reversal in the second
quarter of 1995 of a provision for state taxes applicable to the
Rockport Plant Unit 2 operating lease.  Also contributing to the
rise in other operation expense during the first six months of this
year were increased employee benefits expenses, rent and other
operating costs of the recently installed Gavin Plant scrubbers and
the amortization, commensurate with recovery in rates, of
previously deferred Gavin scrubber expenses.
     Maintenance expense rose in the comparative second quarter
mainly due to a 1996 maintenance outage at both of the Gavin units. 
In the year-to-date period, maintenance expense declined primarily
due to the reversal in March 1996 of a loss contingency recorded in
March 1995 for deferred Virginia retail incremental storm damage
expenses, reductions in the number of employees performing
maintenance on the Company's nuclear plant and lower payments for
contract labor at the nuclear plant.
     The increase in both periods in federal income tax expense
attributable to operations was due to an increase in pre-tax
operating income and, in the comparative second quarter period, to
changes in certain book/tax differences accounted for on a flow-through basis
for ratemaking and financial reporting purposes.
     Preferred stock dividend requirements of the subsidiaries
decreased in both comparative periods reflecting preferred stock
redemptions in November 1995 and the first half of 1996.
FINANCIAL CONDITION
     Total plant and property additions including capital leases for
the first six months were $300 million.
     During the first six months of 1996 subsidiaries issued $310
million principal amount of long-term debt at interest rates
ranging from 6-3/8% to 8%; retired $551 million principal amount of
long-term debt with interest rates ranging from 5% to 10.78%;
redeemed 375,000 shares of $100 par value cumulative preferred
stock at 9.5% and 7.08% and increased short-term debt by $161
million.
NEW FERC RULES
     On April 24, 1996 the Federal Energy Regulatory Commission
(FERC) issued two Final Rules regarding open access transmission
and stranded cost recovery in the wholesale market.  In the open
access final rule, all public utilities with transmission lines are
required to file non-discriminatory open access tariffs that offer
non-affiliated wholesale customers the same transmission service at
the same terms and costs as they provide to themselves and their
affiliates.  The Company adopted with FERC approval a non-discriminatory open
access transmission tariff in 1995 under the
provisions of a proposed FERC rule and as required by the new open
access rule filed a new non-discriminatory open access transmission
tariff that is basically the same as the previously filed open
access transmission tariff.  The open access final rule also
provides under certain conditions for the recovery of stranded
costs from a utility's departing wholesale customers -- that is
costs that were prudently incurred to serve departing wholesale
customers that would go unrecovered if these customers use open
access to move to another supplier.  The other final rule provides
for the manner in which the open access rule will be administered. 
Management does not expect these final rules to adversely impact
financial condition.
<PAGE>
<PAGE>
<TABLE>
                          AEP GENERATING COMPANY
                           STATEMENTS OF INCOME
                                (UNAUDITED)
<CAPTION>
                                           Three Months Ended     Six Months Ended
                                                June 30,              June 30,      
                                             1996      1995       1996        1995
                                                        (in thousands)
<S>                                       <C>        <C>        <C>         <C>
OPERATING REVENUES . . . . . . . . . . .   $55,313    $53,819   $112,797    $113,994

OPERATING EXPENSES:
  Fuel . . . . . . . . . . . . . . . . .    21,736     22,078     45,268      48,640
  Rent - Rockport Plant Unit 2 . . . . .    17,071     15,474     34,148      32,619
  Other Operation. . . . . . . . . . . .     2,962      3,005      6,111       5,677
  Maintenance. . . . . . . . . . . . . .     3,883      3,458      7,376       6,341
  Depreciation . . . . . . . . . . . . .     5,413      5,417     10,826      10,834
  Taxes Other Than Federal Income Taxes.       907        299      1,882       1,278
  Federal Income Taxes . . . . . . . . .       886        746      1,937       1,563

          TOTAL OPERATING EXPENSES . . .    52,858     50,477    107,548     106,952

OPERATING INCOME . . . . . . . . . . . .     2,455      3,342      5,249       7,042

NONOPERATING INCOME. . . . . . . . . . .       834        992      1,624       1,821

INCOME BEFORE INTEREST CHARGES . . . . .     3,289      4,334      6,873       8,863

INTEREST CHARGES . . . . . . . . . . . .     1,058      2,400      2,144       4,810

NET INCOME . . . . . . . . . . . . . . .   $ 2,231    $ 1,934   $  4,729    $  4,053

                                                       

                      STATEMENTS OF RETAINED EARNINGS
                                (UNAUDITED)

                                           Three Months Ended     Six Months Ended
                                                June 30,              June 30,      
                                             1996      1995       1996        1995
                                                        (in thousands)

BALANCE AT BEGINNING OF PERIOD . . . . .    $1,953    $4,387     $1,955      $4,268

NET INCOME . . . . . . . . . . . . . . .     2,231     1,934      4,729       4,053

CASH DIVIDENDS DECLARED. . . . . . . . .     2,000     2,000      4,500       4,000

BALANCE AT END OF PERIOD . . . . . . . .    $2,184    $4,321     $2,184      $4,321

                    

The common stock of the Company is wholly owned by 
American Electric Power Company, Inc.

See Notes to Financial Statements.
/TABLE
<PAGE>
<PAGE>
<TABLE>
                          AEP GENERATING COMPANY
                              BALANCE SHEETS
                                (UNAUDITED)
<CAPTION>
                                                           June 30,     December 31,
                                                             1996           1995    
                                                                (in thousands)
<S>                                                        <C>            <C>
ASSETS

ELECTRIC UTILITY PLANT:
  Production. . . . . . . . . . . . . . . . . . . . . . .  $627,581       $627,298
  General . . . . . . . . . . . . . . . . . . . . . . . .     2,910          2,919
  Construction Work in Progress . . . . . . . . . . . . .     1,825          1,397
          Total Electric Utility Plant. . . . . . . . . .   632,316        631,614
  Accumulated Depreciation. . . . . . . . . . . . . . . .   228,273        218,055


          NET ELECTRIC UTILITY PLANT. . . . . . . . . . .   404,043        413,559




CURRENT ASSETS:
  Cash and Cash Equivalents . . . . . . . . . . . . . . .        72             22
  Accounts Receivable . . . . . . . . . . . . . . . . . .    19,637         19,028 
  Fuel. . . . . . . . . . . . . . . . . . . . . . . . . .    20,914         19,008 
  Materials and Supplies. . . . . . . . . . . . . . . . .     4,745          4,820 
  Prepayments . . . . . . . . . . . . . . . . . . . . . .       521            673 


          TOTAL CURRENT ASSETS. . . . . . . . . . . . . .    45,889         43,551 




REGULATORY ASSETS . . . . . . . . . . . . . . . . . . . .     5,967          6,076


DEFERRED CHARGES. . . . . . . . . . . . . . . . . . . . .     3,229          1,693




            TOTAL . . . . . . . . . . . . . . . . . . . .  $459,128       $464,879 

See Notes to Financial Statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
                          AEP GENERATING COMPANY
                              BALANCE SHEETS
                                (UNAUDITED)
<CAPTION>
                                                           June 30,     December 31,
                                                             1996           1995    
                                                                (in thousands)
<S>                                                        <C>            <C>
CAPITALIZATION AND LIABILITIES

CAPITALIZATION:
  Common Stock - Par Value $1,000:
    Authorized and Outstanding - 1,000 Shares . . . . . .  $  1,000       $  1,000
  Paid-in Capital . . . . . . . . . . . . . . . . . . . .    47,235         47,735 
  Retained Earnings . . . . . . . . . . . . . . . . . . .     2,184          1,955 
          Total Common Shareholder's Equity . . . . . . .    50,419         50,690 
  Long-term Debt. . . . . . . . . . . . . . . . . . . . .    89,546         89,538 

          TOTAL CAPITALIZATION. . . . . . . . . . . . . .   139,965        140,228 

OTHER NONCURRENT LIABILITIES. . . . . . . . . . . . . . .     1,814          1,830 

CURRENT LIABILITIES:
  Short-term Debt - Notes Payable . . . . . . . . . . . .    17,325         21,725
  Accounts Payable. . . . . . . . . . . . . . . . . . . .     8,510          9,094
  Taxes Accrued . . . . . . . . . . . . . . . . . . . . .     6,384          2,997
  Rent Accrued - Rockport Plant Unit 2. . . . . . . . . .     4,963          4,963
  Other . . . . . . . . . . . . . . . . . . . . . . . . .     2,631          4,508 

          TOTAL CURRENT LIABILITIES . . . . . . . . . . .    39,813         43,287 

DEFERRED GAIN ON SALE AND LEASEBACK - 
  ROCKPORT PLANT UNIT 2 . . . . . . . . . . . . . . . . .   147,257        150,043

REGULATORY LIABILITIES:
  Deferred Investment Tax Credits . . . . . . . . . . . .    75,262         76,949
  Amounts Due to Customers for Income Taxes . . . . . . .    35,870         36,517
  Other . . . . . . . . . . . . . . . . . . . . . . . . .       242            201

          TOTAL REGULATORY LIABILITIES. . . . . . . . . .   111,374        113,667

DEFERRED INCOME TAXES . . . . . . . . . . . . . . . . . .    18,905         15,824

            TOTAL . . . . . . . . . . . . . . . . . . . .  $459,128       $464,879 

See Notes to Financial Statements.
/TABLE
<PAGE>
<PAGE>
<TABLE>
                          AEP GENERATING COMPANY
                         STATEMENTS OF CASH FLOWS
                                (UNAUDITED)
                                                               Six Months Ended
                                                                   June 30,       
                                                             1996           1995
                                                                (in thousands)
<S>                                                         <C>            <C>
OPERATING ACTIVITIES:
  Net Income . . . . . . . . . . . . . . . . . . . . . . .  $ 4,729        $ 4,053
  Adjustments for Noncash Items:
    Depreciation . . . . . . . . . . . . . . . . . . . . .   10,826         10,834
    Deferred Federal Income Taxes. . . . . . . . . . . . .    2,434          3,006
    Deferred Investment Tax Credits. . . . . . . . . . . .   (1,687)        (1,691)
    Amortization of Deferred Gain on Sale
      and Leaseback - Rockport Plant Unit 2. . . . . . . .   (2,786)        (2,786)
    Deferred Property Taxes. . . . . . . . . . . . . . . .   (1,562)        (1,533)
  Changes in Certain Current Assets and Liabilities:
    Accounts Receivable. . . . . . . . . . . . . . . . . .     (609)          (842)
    Fuel, Materials and Supplies . . . . . . . . . . . . .   (1,831)        (1,017)
    Accounts Payable . . . . . . . . . . . . . . . . . . .     (584)        (3,157)
    Taxes Accrued. . . . . . . . . . . . . . . . . . . . .    3,387            789 
    Rent Accrued - Rockport Plant Unit 2 . . . . . . . . .     -            (1,527)
  Other (net). . . . . . . . . . . . . . . . . . . . . . .   (1,616)        (2,067)
        Net Cash Flows From Operating Activities . . . . .   10,701          4,062

INVESTING ACTIVITIES - Construction Expenditures . . . . .   (1,251)        (2,566)

FINANCING ACTIVITIES:
  Capital Contributions Returned to Parent Company . . . .     (500)          -    
  Change in Short-term Debt (net). . . . . . . . . . . . .   (4,400)         2,500
  Dividends Paid . . . . . . . . . . . . . . . . . . . . .   (4,500)        (4,000)
        Net Cash Flows Used For Financing Activities . . .   (9,400)        (1,500)

Net Increase (Decrease) in Cash and Cash Equivalents . . .       50             (4)
Cash and Cash Equivalents at Beginning of Period . . . . .       22              7
Cash and Cash Equivalents at End of Period . . . . . . . .  $    72        $     3


Supplemental Disclosure:
  Cash  paid (received) for interest net of capitalized amounts was $2,035,000 and
  $4,632,000 and  for income taxes was $(764,000) and $(1,269,000) in  1996 and
  1995, respectively.

See Notes to Financial Statements.
</TABLE>

<PAGE>
<PAGE>
                      AEP GENERATING COMPANY
                  NOTES TO FINANCIAL STATEMENTS
                           JUNE 30, 1996       
                           (UNAUDITED)

GENERAL

     The accompanying unaudited financial statements should be read
in conjunction with the 1995 Annual Report as incorporated in and
filed with the Form 10-K.  Certain prior-period amounts have been
reclassified to conform with current-period presentation.







<PAGE>
<PAGE>
                      AEP GENERATING COMPANY
     MANAGEMENT'S NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS

           SECOND QUARTER 1996 vs. SECOND QUARTER 1995
                               AND
             YEAR-TO-DATE 1996 vs. YEAR-TO-DATE 1995

     Operating revenues are derived from the sale of Rockport Plant
energy and capacity to two affiliated companies and one
unaffiliated utility pursuant to Federal Energy Regulatory
Commission (FERC) approved long-term unit power agreements.  The
unit power agreements provide for recovery of costs including a
FERC approved rate of return on common equity and a return on other
capital net of temporary cash investments.
     Net income increased $0.3 million or 15% in the comparative
second quarter and $0.7 million or 17% in the comparative year-to-date period
resulting from the recovery of interest expense through
the return on other capital component of the unit power bills
compared to 1995 when the unit power agreement mechanism prevented
the Company from recovering all interest costs in the unit power
bills.
     Income statement items which changed significantly were as
follows:
                                     Increase (Decrease)        
                             Second Quarter       Year-to-Date  
                            (in millions)   %  (in millions)   %

Operating Revenues . . . . .    $ 1.5       3      $(1.2)     (1)
Fuel Expense . . . . . . . .     (0.3)     (2)      (3.4)     (7)
Rent Expense-Rockport Plant
 Unit 2. . . . . . . . . . .      1.6      10        1.5       5
Other Operation Expense. . .      0.0      N.M.      0.4       8
Maintenance Expense. . . . .      0.4      12        1.0      16 
Taxes Other Than Federal
  Income Taxes . . . . . . .      0.6     203        0.6      47
Federal Income Taxes . . . .      0.1      19        0.4      24
Nonoperating Income. . . . .     (0.2)    (16)      (0.2)    (11)
Interest Charges . . . . . .     (1.3)    (56)      (2.7)    (55)

N.M. = Not Meaningful
     The increase in operating revenues for the second quarter
reflects increased recoverable operating expenses, primarily rent
expense for Rockport Plant Unit 2, offset in part by a reduction in
the return on other capital due to a decrease in long-term debt
interest expense.  The revenue decrease in the year-to-date period
resulted from the reduction in the return on other capital,
partially offset by an increase in recoverable operating expenses.
     The decline in fuel expense was attributable to a reduction in
generation as Rockport Plant Unit 2 was out-of-service for planned
general boiler inspection and repair during March and April 1996.
     Rent expense for Rockport Plant Unit 2 increased in both
periods due to the effect of a favorable determination by the
Indiana state tax department that resulted in a May 1995 reversal
of a provision for Indiana gross income tax applicable to the
lease.
     Other operation expense increased in the year-to-date period
mainly due to increased AEP Service Corporation billings for
managerial, engineering and other professional services; increased
employee benefits expense caused primarily by a reduction in COLI
death benefits; and the recording in 1996 of the expense of
destroyed railroad coal cars.
     The increase in maintenance expense during the second quarter
and year-to-date periods resulted from the general boiler
inspection and repairs performed on Rockport Unit 2 in 1996.
     Taxes other than federal income taxes increased for both
periods due to the effect of a favorable Indiana property tax
accrual adjustment recorded in the second quarter of 1995.
     Federal income tax expense attributable to operations increased
primarily due to an increase in pre-tax operating income.
     The decrease in nonoperating income for both periods reflects
a decline in interest income earned on temporary cash investments
as the amounts available for investment declined in 1996.
     Interest charges declined in both periods primarily due to
refinancing of $90 million of long-term debt at lower variable
rates and the retirement of $20 million of long-term debt in the
third quarter of 1995.
<PAGE>
<PAGE>
<TABLE>
                APPALACHIAN POWER COMPANY AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF INCOME
                                (UNAUDITED)
<CAPTION>
                                           Three Months Ended        Six Months Ended
                                                June 30,                 June 30,      
                                           1996         1995        1996         1995
                                                         (in thousands)
<S>                                      <C>          <C>         <C>          <C>
OPERATING REVENUES . . . . . . . . . . . $379,887     $339,957    $820,859     $747,473

OPERATING EXPENSES:
  Fuel . . . . . . . . . . . . . . . . .   91,907       72,082     181,503      171,975
  Purchased Power. . . . . . . . . . . .   76,510       72,894     167,637      136,852
  Other Operation. . . . . . . . . . . .   61,066       55,942     123,809      105,915
  Maintenance. . . . . . . . . . . . . .   36,225       32,962      59,376       69,426
  Depreciation and Amortization. . . . .   33,168       33,338      66,041       66,428
  Taxes Other Than Federal Income Taxes.   29,014       27,613      60,316       59,342
  Federal Income Taxes . . . . . . . . .    8,778        6,287      35,321       29,552
          TOTAL OPERATING EXPENSES . . .  336,668      301,118     694,003      639,490
OPERATING INCOME . . . . . . . . . . . .   43,219       38,839     126,856      107,983
NONOPERATING INCOME (LOSS) . . . . . . .      (21)      (3,804)        576       (4,639)
INCOME BEFORE INTEREST CHARGES . . . . .   43,198       35,035     127,432      103,344
INTEREST CHARGES . . . . . . . . . . . .   27,092       26,549      55,702       52,921
NET INCOME . . . . . . . . . . . . . . .   16,106        8,486      71,730       50,423
PREFERRED STOCK DIVIDEND REQUIREMENTS. .    4,100        4,097       8,201        8,201
EARNINGS APPLICABLE TO COMMON STOCK. . . $ 12,006     $  4,389    $ 63,529     $ 42,222
                                                              

               CONSOLIDATED STATEMENTS OF RETAINED EARNINGS
                                (UNAUDITED)

                                           Three Months Ended        Six Months Ended
                                                June 30,                 June 30,      
                                           1996         1995        1996         1995
                                                         (in thousands)

BALANCE AT BEGINNING OF PERIOD . . . . . $223,469     $217,485    $199,021     $206,361 
NET INCOME . . . . . . . . . . . . . . .   16,106        8,486      71,730       50,423
DEDUCTIONS:
  Cash Dividends Declared:
    Common Stock . . . . . . . . . . . .   27,075       26,709      54,150       53,418
    Cumulative Preferred Stock . . . . .    3,917        3,919       7,834        7,838
  Capital Stock Expense. . . . . . . . .      184          178         368          363

BALANCE AT END OF PERIOD . . . . . . . . $208,399     $195,165    $208,399     $195,165

The common stock of the Company is wholly owned by
American Electric Power Company, Inc.

See Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
                APPALACHIAN POWER COMPANY AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS
                                (UNAUDITED)
<CAPTION>
                                                            June 30,      December 31,
                                                              1996            1995    
                                                                 (in thousands)
<S>                                                        <C>             <C>
ASSETS

ELECTRIC UTILITY PLANT:
  Production . . . . . . . . . . . . . . . . . . . . .     $1,863,422      $1,857,621
  Transmission . . . . . . . . . . . . . . . . . . . .      1,045,165       1,041,415
  Distribution . . . . . . . . . . . . . . . . . . . .      1,448,028       1,409,407
  General. . . . . . . . . . . . . . . . . . . . . . .        182,296         169,602
  Construction Work in Progress. . . . . . . . . . . .         74,856          80,391
          Total Electric Utility Plant . . . . . . . .      4,613,767       4,558,436
  Accumulated Depreciation and Amortization. . . . . .      1,741,060       1,694,746

          NET ELECTRIC UTILITY PLANT . . . . . . . . .      2,872,707       2,863,690




OTHER PROPERTY AND INVESTMENTS . . . . . . . . . . . .         30,111          31,523




CURRENT ASSETS:
  Cash and Cash Equivalents. . . . . . . . . . . . . .         15,310           8,664
  Accounts Receivable (net). . . . . . . . . . . . . .        177,436         140,158
  Fuel . . . . . . . . . . . . . . . . . . . . . . . .         53,534          69,037
  Materials and Supplies . . . . . . . . . . . . . . .         54,947          55,756
  Accrued Utility Revenues . . . . . . . . . . . . . .         50,983          65,078
  Prepayments. . . . . . . . . . . . . . . . . . . . .         19,371           8,579

          TOTAL CURRENT ASSETS . . . . . . . . . . . .        371,581         347,272



REGULATORY ASSETS. . . . . . . . . . . . . . . . . . .        430,754         435,352


DEFERRED CHARGES . . . . . . . . . . . . . . . . . . .         55,159          57,541

            TOTAL. . . . . . . . . . . . . . . . . . .     $3,760,312      $3,735,378

See Notes to Consolidated Financial Statements.
</TABLE>


<PAGE>
<PAGE>
<TABLE>
                APPALACHIAN POWER COMPANY AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS
                                (UNAUDITED)
<CAPTION>
                                                          June 30,      December 31,
                                                            1996            1995    
                                                               (in thousands)
<S>                                                      <C>             <C>
CAPITALIZATION AND LIABILITIES

CAPITALIZATION:
  Common Stock - No Par Value:
    Authorized -  30,000,000 Shares
    Outstanding - 13,499,500 Shares. . . . . . . . . .   $  260,458      $  260,458
  Paid-in Capital. . . . . . . . . . . . . . . . . . .      550,419         525,051
  Retained Earnings. . . . . . . . . . . . . . . . . .      208,399         199,021
          Total Common Shareholder's Equity. . . . . .    1,019,276         984,530
  Cumulative Preferred Stock:
    Not Subject to Mandatory Redemption. . . . . . . .       55,000          55,000
    Subject to Mandatory Redemption. . . . . . . . . .      190,082         190,085
  Long-term Debt . . . . . . . . . . . . . . . . . . .    1,299,447       1,278,433

          TOTAL CAPITALIZATION . . . . . . . . . . . .    2,563,805       2,508,048

OTHER NONCURRENT LIABILITIES . . . . . . . . . . . . .       94,768         102,178

CURRENT LIABILITIES:
  Long-term Debt Due Within One Year . . . . . . . . .         -              7,251
  Short-term Debt. . . . . . . . . . . . . . . . . . .       93,750         125,525
  Accounts Payable . . . . . . . . . . . . . . . . . .       83,043          82,224
  Taxes Accrued. . . . . . . . . . . . . . . . . . . .       47,892          48,666
  Customer Deposits. . . . . . . . . . . . . . . . . .       14,178          14,411
  Interest Accrued . . . . . . . . . . . . . . . . . .       21,460          19,057
  Revenue Refunds Accrued. . . . . . . . . . . . . . .       26,812            -
  Other. . . . . . . . . . . . . . . . . . . . . . . .       59,575          75,303

          TOTAL CURRENT LIABILITIES. . . . . . . . . .      346,710         372,437

DEFERRED INCOME TAXES. . . . . . . . . . . . . . . . .      656,494         656,006

DEFERRED INVESTMENT TAX CREDITS. . . . . . . . . . . .       86,892          89,682

DEFERRED CREDITS . . . . . . . . . . . . . . . . . . .       11,643           7,027

CONTINGENCIES (Note 4)

            TOTAL. . . . . . . . . . . . . . . . . . .   $3,760,312      $3,735,378

See Notes to Consolidated Financial Statements.
/TABLE
<PAGE>
<PAGE>
<TABLE>
                APPALACHIAN POWER COMPANY AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (UNAUDITED)
<CAPTION>
                                                                   Six Months Ended
                                                                        June 30,       
                                                                   1996          1995
                                                                     (in thousands)
<S>                                                             <C>           <C>
OPERATING ACTIVITIES:
  Net Income . . . . . . . . . . . . . . . . . . . . . . . . .  $  71,730     $  50,423
  Adjustments for Noncash Items:
    Depreciation and Amortization. . . . . . . . . . . . . . .     66,694        67,262
    Deferred Federal Income Taxes. . . . . . . . . . . . . . .      2,030        (3,365)
    Deferred Investment Tax Credits. . . . . . . . . . . . . .     (2,409)       (2,430)
    Storm Damage Expense Amortization (Deferrals). . . . . . .     (2,003)       11,548
  Changes in Certain Current Assets and Liabilities:
    Accounts Receivable (net). . . . . . . . . . . . . . . . .    (37,278)       (2,793)
    Fuel, Materials and Supplies . . . . . . . . . . . . . . .     16,312       (16,826)
    Accrued Utility Revenues . . . . . . . . . . . . . . . . .     14,095         9,383
    Prepayments. . . . . . . . . . . . . . . . . . . . . . . .    (10,792)      (11,076)
    Accounts Payable . . . . . . . . . . . . . . . . . . . . .        819       (16,172)
    Revenue Refunds Accrued. . . . . . . . . . . . . . . . . .     26,812          -
  Other (net). . . . . . . . . . . . . . . . . . . . . . . . .     (9,135)       11,214
        Net Cash Flows From Operating Activities . . . . . . .    136,875        97,168

INVESTING ACTIVITIES:
  Construction Expenditures. . . . . . . . . . . . . . . . . .    (74,210)     (101,704)
  Proceeds from Sale of Property . . . . . . . . . . . . . . .      1,079         7,050
        Net Cash Flows Used For Investing Activities . . . . .    (73,131)      (94,654)

FINANCING ACTIVITIES:
  Capital Contributions from Parent Company. . . . . . . . . .     25,000        15,000
  Issuance of Long-term Debt . . . . . . . . . . . . . . . . .    200,825       128,785
  Change in Short-term Debt (net). . . . . . . . . . . . . . .    (31,775)      (10,350)
  Retirement of Long-term Debt . . . . . . . . . . . . . . . .   (189,164)      (74,950)
  Dividends Paid on Common Stock . . . . . . . . . . . . . . .    (54,150)      (53,418)
  Dividends Paid on Cumulative Preferred Stock . . . . . . . .     (7,834)       (7,837)
        Net Cash Flows Used For Financing Activities . . . . .    (57,098)       (2,770)

Net Increase (Decrease) in Cash and Cash Equivalents . . . . .      6,646          (256)
Cash and Cash Equivalents at Beginning of Period . . . . . . .      8,664         5,297
Cash and Cash Equivalents at End of Period . . . . . . . . . .  $  15,310     $   5,041

Supplemental Disclosure:
  Cash paid for interest net of capitalized amounts was $51,719,000 and $51,472,000 and
  for  income  taxes  was  $29,226,000 and $32,665,000 in  1996 and 1995, respectively.
  Noncash  acquisitions  under  capital  leases were  $5,584,000 and $8,827,000 in 1996
  and 1995, respectively.

See Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
<PAGE>
            APPALACHIAN POWER COMPANY AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           JUNE 30, 1996              
                           (UNAUDITED)

1.   GENERAL

         The accompanying unaudited consolidated financial
     statements should be read in conjunction with the 1995 Annual
     Report as incorporated in and filed with the Form 10-K. 

2.   RATE MATTERS

     Virginia
         On May 24, 1996 the Virginia State Corporation Commission
     (Virginia SCC) issued a final order and concluded that the
     Company was not entitled to a rate increase.  The Company had
     requested a base rate increase of $15.7 million annually in
     September 1994 which included, among other things, recovery
     over three years of $23.9 million of incremental storm damages
     expenses deferred in 1994.  The Virginia SCC had authorized the
     Company to collect the rate increase subject to refund
     beginning in November 1994.  The Order also concluded that the
     Company had recovered $11.9 million of the 1994 deferred
     incremental storm damage expenses through existing rates.  In
     accordance with the Order, the net deferred storm damage
     expenses will be amortized commensurate with recovery over a
     five-year period effective July 1, 1996.  Therefore, the
     Company wrote off $11.9 million of deferred storm damages which
     were not recoverable and reversed $6.9 million of previously
     amortized storm damage.  As of June 30, 1996 the revenue refund
     liability of $26.8 million, including interest of $1.7 million,
     had been provided for and the refund is to be completed by
     September 3, 1996.

3.   FINANCING ACTIVITIES

         In February 1996 the Company redeemed $16 million of first
     mortgage bonds with interest rates ranging from 8.75% to 9-7/8%
     due 2020 through 2022.  In March 1996 the Company issued $100
     million of 6-3/8% Series First Mortgage Bonds due in 2001 and
     $100 million of 6.80% Series First Mortgage Bonds due in 2006. 
     The proceeds were used to reduce outstanding short-term debt
     and in April and May 1996 to redeem $165 million of first
     mortgage bonds with interest rates ranging from 7-1/2% to 9-7/8% due 1998
     through 2022.  The April redemption of these
     first mortgage bonds removed the restriction on the use of
     retained earnings for common stock dividends.

         In June 1996, the Company received a $25 million cash
     capital contribution from its parent which was credited to
     paid-in capital.

4.   CONTINGENCIES

         On April 24, 1996 the Federal Energy Regulatory Commission
     (FERC) issued two Final Rules regarding open access
     transmission and stranded cost recovery in the wholesale
     market.  In the open access final rule, all public utilities
     with transmission lines are required to file non-discriminatory
     open access tariffs that offer non-affiliated wholesale
     customers the same transmission service at the same terms and
     costs as they provide to themselves and their affiliates.  The
     Company adopted with FERC approval a non-discriminatory open
     access transmission tariff in 1995 under the provisions of a
     proposed FERC rule and as required by the new open access rule
     filed a new non-discriminatory open access transmission tariff
     that is basically the same as the previously filed open access
     transmission tariff.  The open access final rule also provides
     under certain conditions for the recovery of stranded costs
     from a utility's departing wholesale customers -- that is costs
     that were prudently incurred to serve departing wholesale
     customers that would go unrecovered if these customers use open
     access to move to another supplier.  The other final rule
     provides for the manner in which the open access rule will be
     administered.  Management does not expect these final rules to
     adversely impact financial condition.

         The Company continues to be involved in certain other
     matters discussed in its 1995 Annual Report.

<PAGE>
<PAGE>
            APPALACHIAN POWER COMPANY AND SUBSIDIARIES
  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
                     AND FINANCIAL CONDITION                   

           SECOND QUARTER 1996 vs. SECOND QUARTER 1995
                               AND
             YEAR-TO-DATE 1996 vs. YEAR-TO-DATE 1995

RESULTS OF OPERATIONS
     Net income increased $7.6 million or 90% in the comparative
second quarter and $21.3 million or 42% in the comparative year-to-date period
as a result of increased demand for energy by
residential and wholesale customers and an increase in nonoperating
income due to the effect of a loss in 1995 resulting from the sale
of coal-mining assets owned by the Company.
     Income statement lines which changed significantly were:
                                     Increase (Decrease)        
                             Second Quarter       Year-to-Date  
                            (in millions)  %   (in millions)   %

Operating Revenues . . . . .    $39.9     12       $73.4      10
Fuel Expense . . . . . . . .     19.8     28         9.5       6
Purchased Power Expense. . .      3.6      5        30.8      22
Other Operation Expense. . .      5.1      9        17.9      17
Maintenance Expense. . . . .      3.3     10       (10.1)    (14)
Taxes Other Than Federal
  Income Taxes . . . . . . .      1.4      5         1.0       2
Federal Income Taxes . . . .      2.5     40         5.8      20
Nonoperating Income (Loss) .      3.8    N.M.        5.2     N.M.

N.M. = Not Meaningful

     Substantial increases in wholesale and retail energy sales
resulted in the increases in revenues for the quarter and year-to-date period.
Wholesale energy sales increased 98% in the quarter
and 84% in the year-to-date period primarily due to increased
energy sales to unaffiliated utilities by the AEP System Power Pool
(Power Pool) resulting from unseasonable weather in 1996 and
increased amounts of energy supplied to the Power Pool to meet the
weather related load requirements of other Power Pool members. 
Residential and commercial sales increased 9% and 5%, respectively,
in the second quarter and 12% and 6%, respectively, in the year-to-date period.
The sales increases were due to growth in the number
of customers and customer usage due mainly to unseasonable weather
in 1996.
     The increase in fuel and purchased power expenses reflected the
rise in energy demand which resulted in increased generation and
additional energy purchases from the Power Pool to meet the
increase in demand.
     Other operation expense increased in the comparative quarter
and year-to-date periods primarily due to the expensing of $3.9
million of previously deferred research costs, an increase in
employee benefit costs and the expensing of $2.8 million of
previously capitalized software costs as a result of a final rate
order from the Virginia State Corporation Commission (Virginia
SCC).
     Maintenance expense increased for the quarter largely due to
an increase in engineering and other professional services billed
by the AEP Service Corporation.  In the year-to-date period, the
reversal in March 1996 of a $7.9 million loss provision for
deferred Virginia retail incremental storm damage expenses recorded
in March 1995 accounted for the decrease in maintenance expense. 
The provision was reversed as a result of a Virginia SCC Hearing
Examiner's Report which was not the same as the final order.
     Taxes other than federal income taxes increased primarily due
to the West Virginia business and occupation (B&O) tax.  Prior to
June 1995 the B&O tax was computed on the basis of generation;
subsequently the tax was based on generating capacity.  In 1995 the
Company's generation was at a reduced level.
     The increase in federal income tax expense was primarily due
to an increase in pre-tax operating income.
FINANCIAL CONDITION
     Total plant and property additions including capital leases for
the first six months of 1996 were $80 million.
     In March 1996, the Company issued $100 million of 6-3/8% Series
First Mortgage Bonds due in 2001 and $100 million of 6.80% Series
First Mortgage Bonds due in 2006.  The proceeds were used to reduce
outstanding short-term debt and in April and May 1996 to redeem
$165 million of first mortgage bonds with interest rates ranging
from 7-1/2% to 9-7/8% due 1998 through 2022.  The redemption of
these first mortgage bonds eliminated the restriction on the use of
retained earnings for common stock dividends.

     In June 1996, the Company received a $25 million cash capital
contribution from its parent which was credited to paid-in-capital.
NEW FERC RULES
     On April 24, 1996 the Federal Energy Regulatory Commission
(FERC) issued two Final Rules regarding open access transmission
and stranded cost recovery in the wholesale market.  In the open
access final rule, all public utilities with transmission lines are
required to file non-discriminatory open access tariffs that offer
non-affiliated wholesale customers the same transmission service at
the same terms and costs as they provide to themselves and their
affiliates.  The Company adopted with FERC approval a non-discriminatory open
access transmission tariff in 1995 under the
provisions of a proposed FERC rule and as required by the new open
access rule filed a new non-discriminatory open access transmission
tariff that is basically the same as the previously filed open
access transmission tariff.  The open access final rule also
provides under certain conditions for the recovery of stranded
costs from a utility's departing wholesale customers -- that is
costs that were prudently incurred to serve departing wholesale
customers that would go unrecovered if these customers use open
access to move to another supplier.  The other final rule provides
for the manner in which the open access rule will be administered. 
Management does not expect these final rules to adversely impact
financial condition.
<PAGE>
<PAGE>
<TABLE>
             COLUMBUS SOUTHERN POWER COMPANY AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF INCOME
                                (UNAUDITED)
<CAPTION>
                                           Three Months Ended        Six Months Ended
                                                June 30,                 June 30,      
                                           1996         1995        1996         1995
                                                         (in thousands)
<S>                                      <C>          <C>         <C>          <C>
OPERATING REVENUES . . . . . . . . . . . $269,023     $246,165    $540,063     $503,170
OPERATING EXPENSES:
  Fuel . . . . . . . . . . . . . . . . .   45,169       36,748      92,675       88,054
  Purchased Power. . . . . . . . . . . .   39,971       41,180      83,440       73,099
  Other Operation. . . . . . . . . . . .   46,844       44,541      91,008       89,603
  Maintenance. . . . . . . . . . . . . .   17,409       18,586      31,332       33,989
  Depreciation . . . . . . . . . . . . .   21,966       21,307      43,757       42,454
  Amortization of Zimmer 
    Plant Phase-in Costs . . . . . . . .    7,965        7,472      16,413       15,523
  Taxes Other Than Federal Income Taxes.   28,088       27,161      56,195       54,192
  Federal Income Taxes . . . . . . . . .   14,438        9,991      29,644       22,640
          TOTAL OPERATING EXPENSES . . .  221,850      206,986     444,464      419,554
OPERATING INCOME . . . . . . . . . . . .   47,173       39,179      95,599       83,616
NONOPERATING INCOME (LOSS) . . . . . . .      385        1,073      (2,520)       2,439
INCOME BEFORE INTEREST CHARGES . . . . .   47,558       40,252      93,079       86,055
INTEREST CHARGES . . . . . . . . . . . .   20,062       19,702      40,457       39,980
NET INCOME . . . . . . . . . . . . . . .   27,496       20,550      52,622       46,075
PREFERRED STOCK DIVIDEND REQUIREMENTS. .    1,374        3,203       3,044        6,406
EARNINGS APPLICABLE TO COMMON STOCK. . . $ 26,122     $ 17,347    $ 49,578     $ 39,669

                                                              

               CONSOLIDATED STATEMENTS OF RETAINED EARNINGS
                                (UNAUDITED)

                                          Three Months Ended        Six Months Ended
                                                June 30,                 June 30,      
                                           1996         1995        1996         1995
                                                         (in thousands)
BALANCE AT BEGINNING OF PERIOD . . . . . $78,984       $51,288    $74,320       $46,976
NET INCOME . . . . . . . . . . . . . . .  27,496        20,550     52,622        46,075
DEDUCTIONS:
  Cash Dividends Declared:
    Common Stock . . . . . . . . . . . .  18,969        17,975     37,938        35,950
    Cumulative Preferred Stock . . . . .   1,422         3,203      2,844         6,406
  Capital Stock Expense. . . . . . . . .      70            35        141            70
BALANCE AT END OF PERIOD . . . . . . . . $86,019       $50,625    $86,019       $50,625
The common stock of the Company is wholly owned by American Electric Power Company, Inc.
See Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
             COLUMBUS SOUTHERN POWER COMPANY AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS
                                (UNAUDITED)
<CAPTION>
                                                            June 30,      December 31,
                                                              1996            1995    
                                                                 (in thousands)
<S>                                                        <C>             <C>
ASSETS

ELECTRIC UTILITY PLANT:
  Production . . . . . . . . . . . . . . . . . . . . .     $1,489,791      $1,481,309
  Transmission . . . . . . . . . . . . . . . . . . . .        320,010         314,413
  Distribution . . . . . . . . . . . . . . . . . . . .        864,380         843,228
  General. . . . . . . . . . . . . . . . . . . . . . .        124,518         117,185
  Construction Work in Progress. . . . . . . . . . . .         56,825          64,073
          Total Electric Utility Plant . . . . . . . .      2,855,524       2,820,208

  Accumulated Depreciation . . . . . . . . . . . . . .        987,842         953,170

          NET ELECTRIC UTILITY PLANT . . . . . . . . .      1,867,682       1,867,038


OTHER PROPERTY AND INVESTMENTS . . . . . . . . . . . .         25,133          25,950


CURRENT ASSETS:
  Cash and Cash Equivalents. . . . . . . . . . . . . .          9,371          10,577
  Accounts Receivable (net). . . . . . . . . . . . . .         64,667          65,853
  Fuel . . . . . . . . . . . . . . . . . . . . . . . .         21,387          24,316
  Materials and Supplies . . . . . . . . . . . . . . .         23,973          23,519
  Accrued Utility Revenues . . . . . . . . . . . . . .         41,088          40,389
  Prepayments and Other. . . . . . . . . . . . . . . .         42,956          32,116

          TOTAL CURRENT ASSETS . . . . . . . . . . . .        203,442         196,770


REGULATORY ASSETS. . . . . . . . . . . . . . . . . . .        418,834         438,005


DEFERRED CHARGES . . . . . . . . . . . . . . . . . . .         34,368          66,363



            TOTAL. . . . . . . . . . . . . . . . . . .     $2,549,459      $2,594,126

See Notes to Consolidated Financial Statements.
/TABLE
<PAGE>
<PAGE>
<TABLE>
             COLUMBUS SOUTHERN POWER COMPANY AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS
                                (UNAUDITED)
<CAPTION>
                                                           June 30,      December 31,
                                                             1996            1995    
                                                                (in thousands)
<S>                                                       <C>              <C>
CAPITALIZATION AND LIABILITIES

CAPITALIZATION:
  Common Stock - No Par Value:
    Authorized -  24,000,000 Shares
    Outstanding - 16,410,426 Shares. . . . . . . . . .    $   41,026       $   41,026
  Paid-in Capital. . . . . . . . . . . . . . . . . . .       574,568          574,427
  Retained Earnings. . . . . . . . . . . . . . . . . .        86,019           74,320
          Total Common Shareholder's Equity. . . . . .       701,613          689,773
  Cumulative Preferred Stock - Subject to
    Mandatory Redemption . . . . . . . . . . . . . . .        75,000           75,000
  Long-term Debt . . . . . . . . . . . . . . . . . . .       896,953          990,796

          TOTAL CAPITALIZATION . . . . . . . . . . . .     1,673,566        1,755,569

OTHER NONCURRENT LIABILITIES . . . . . . . . . . . . .        34,342           34,571

CURRENT LIABILITIES:
  Preferred Stock Due Within One Year. . . . . . . . .          -               7,500
  Long-term Debt Due Within One Year . . . . . . . . .        30,000             -   
  Short-term Debt. . . . . . . . . . . . . . . . . . .        98,550           34,325
  Accounts Payable . . . . . . . . . . . . . . . . . .        43,220           52,029
  Taxes Accrued. . . . . . . . . . . . . . . . . . . .        90,900          120,093
  Interest Accrued . . . . . . . . . . . . . . . . . .        16,339           17,016
  Other. . . . . . . . . . . . . . . . . . . . . . . .        24,542           30,955

          TOTAL CURRENT LIABILITIES. . . . . . . . . .       303,551          261,918

DEFERRED INCOME TAXES. . . . . . . . . . . . . . . . .       457,038          464,413

DEFERRED INVESTMENT TAX CREDITS. . . . . . . . . . . .        59,186           61,010

DEFERRED CREDITS . . . . . . . . . . . . . . . . . . .        21,776           16,645

CONTINGENCIES (Note 3)

            TOTAL. . . . . . . . . . . . . . . . . . .    $2,549,459       $2,594,126

See Notes to Consolidated Financial Statements.
</TABLE>

<PAGE>
<PAGE>
<TABLE>
             COLUMBUS SOUTHERN POWER COMPANY AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (UNAUDITED)
<CAPTION>
                                                                 Six Months Ended
                                                                     June 30,        
                                                               1996            1995
                                                                  (in thousands)
<S>                                                          <C>            <C>
OPERATING ACTIVITIES:
  Net Income . . . . . . . . . . . . . . . . . . . . . . . . $  52,622      $  46,075
  Adjustments for Noncash Items:
    Depreciation . . . . . . . . . . . . . . . . . . . . . .    43,571         42,264
    Deferred Federal Income Taxes. . . . . . . . . . . . . .    (3,789)        (2,804)
    Deferred Investment Tax Credits. . . . . . . . . . . . .    (1,824)        (1,834)
    Amortization of Deferred Property Taxes. . . . . . . . .    30,446         28,872
    Amortization of Zimmer Plant Operating Expenses and 
      Carrying Charges . . . . . . . . . . . . . . . . . . .    15,211         13,180
  Changes in Certain Current Assets and Liabilities:
    Accounts Receivable (net). . . . . . . . . . . . . . . .     1,186          4,541
    Fuel, Materials and Supplies . . . . . . . . . . . . . .     2,475          2,383
    Accrued Utility Revenues . . . . . . . . . . . . . . . .      (699)        (3,665)
    Prepayments and Other Current Assets . . . . . . . . . .   (10,840)       (11,443)
    Accounts Payable . . . . . . . . . . . . . . . . . . . .    (8,809)        (6,366)
    Taxes Accrued. . . . . . . . . . . . . . . . . . . . . .   (29,193)       (47,403)
  Other (net). . . . . . . . . . . . . . . . . . . . . . . .    (2,732)        (2,235)
        Net Cash Flows From Operating Activities . . . . . .    87,625         61,565

INVESTING ACTIVITIES:
  Construction Expenditures. . . . . . . . . . . . . . . . .   (38,642)       (47,067)
  Other. . . . . . . . . . . . . . . . . . . . . . . . . . .     2,301          2,262 
        Net Cash Flows Used For Investing Activities . . . .   (36,341)       (44,805)

FINANCING ACTIVITIES:
  Change in Short-term Debt (net). . . . . . . . . . . . . .    64,225         72,175 
  Retirement of Cumulative Preferred Stock . . . . . . . . .    (7,500)          -
  Retirement of Long-term Debt . . . . . . . . . . . . . . .   (68,255)       (50,000)
  Dividends Paid on Common Stock . . . . . . . . . . . . . .   (37,938)       (35,950)
  Dividends Paid on Cumulative Preferred Stock . . . . . . .    (3,022)        (6,406)
        Net Cash Flows Used For Financing Activities . . . .   (52,490)       (20,181)

Net Decrease in Cash and Cash Equivalents. . . . . . . . . .    (1,206)        (3,421)
Cash and Cash Equivalents at Beginning of Period . . . . . .    10,577         14,065
Cash and Cash Equivalents at End of Period . . . . . . . . . $   9,371      $  10,644

Supplemental Disclosure:
  Cash paid  for  interest net of capitalized  amounts was $39,244,000 and $38,666,000
  and for income taxes was $18,674,000 and $32,312,000 in 1996 and 1995, respectively.
  Noncash  acquisitions  under  capital  leases were $6,941,000 and $5,416,000 in 1996
  and 1995, respectively.

See Notes to Consolidated Financial Statements.
/TABLE
<PAGE>
<PAGE>
         COLUMBUS SOUTHERN POWER COMPANY AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          JUNE 30, 1996                  
                           (UNAUDITED)

1.   GENERAL

         The accompanying unaudited consolidated financial
     statements should be read in conjunction with the 1995 Annual
     Report as incorporated in and filed with the Form 10-K. 

2.   FINANCING ACTIVITIES

         On June 12, 1996, the Company redeemed the entire $50
     million outstanding principal amount of its 9.625% Series First
     Mortgage Bonds Due 2021 at the regular redemption price of
     107.22%.

         The Company redeemed on August 1, 1996 the entire $30
     million outstanding principal amount of the 9.31% Series First
     Mortgage Bonds Due 2001 at the regular redemption price of
     102.66%.  Therefore at June 30, 1996 this debt is classified
     as a current liability.

3.   CONTINGENCIES

         On April 24, 1996 the Federal Energy Regulatory Commission
     (FERC) issued two Final Rules regarding open access
     transmission and stranded cost recovery in the wholesale
     market.  In the open access final rule, all public utilities
     with transmission lines are required to file non-discriminatory
     open access tariffs that offer non-affiliated wholesale
     customers the same transmission service at the same terms and
     costs as they provide to themselves and their affiliates.  The
     Company adopted with FERC approval a non-discriminatory open
     access transmission tariff in 1995 under the provisions of a
     proposed FERC rule and as required by the new open access rule
     filed a new non-discriminatory open access transmission tariff
     that is basically the same as the previously filed open access
     transmission tariff.  The open access final rule also provides
     under certain conditions for the recovery of stranded costs
     from a utility's departing wholesale customers -- that is costs
     that were prudently incurred to serve departing wholesale
     customers that would go unrecovered if these customers use open
     access to move to another supplier.  The other final rule
     provides for the manner in which the open access rule will be
     administered.  Management does not expect these final rules to
     adversely impact financial condition.

         The Company continues to be involved in certain other
     matters discussed in its 1995 Annual Report.

<PAGE>
<PAGE>
         COLUMBUS SOUTHERN POWER COMPANY AND SUBSIDIARIES
     MANAGEMENT'S NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS

           SECOND QUARTER 1996 vs. SECOND QUARTER 1995
                               AND
             YEAR-TO-DATE 1996 vs. YEAR-TO-DATE 1995

     Net income increased 34% in the second quarter and 14% on a
year-to-date basis mainly due to increased energy sales.  In the
year-to-date period, the effect of the sales increase was partly
offset by decreased nonoperating income due to provisions recorded
in the first quarter for certain demand side management programs
and for environmental remediation costs.
     Income statement lines which changed significantly were as
follows:
                                    Increase (Decrease)          
                            Second Quarter        Year-to-Date   
                          (in millions)   %    (in millions)   % 

Operating Revenues. . . . .   $22.9       9        $36.9       7
Fuel Expense. . . . . . . .     8.4      23          4.6       5 
Purchased Power Expense . .    (1.2)     (3)        10.3      14 
Other Operation Expense . .     2.3       5          1.4       2
Maintenance Expense . . . .    (1.2)     (6)        (2.7)     (8)
Amortization of Zimmer 
 Plant Phase-in Costs . . .     0.5       7          0.9       6
Federal Income Taxes. . . .     4.4      45          7.0      31 
Nonoperating Income (Loss).    (0.7)    (64)        (5.0)    N.M.

N.M. = Not Meaningful
     The operating revenues increased in both comparative periods
due to increased energy sales to both retail and wholesale
customers.  Energy sales to retail customers increased due mainly
to unseasonable weather in 1996 and growth in the number of
residential and commercial customers.  Energy sales to wholesale
customers doubled in both periods primarily due to an increase in
sales made by the AEP System Power Pool (Power Pool) to
unaffiliated utilities largely as a result of the unseasonable
weather.
     The increase in fuel expense was due to increased generation
resulting from the additional sales and an increased availability
of generating capacity.  In 1996 all generating units were in-service while in
the second quarter of 1995 several Conesville
Plant units and the Picway Plant were out of service for scheduled
repairs to the boiler facilities.  Purchased power expense
increased significantly in the year-to-date period due to increased
energy purchases from the Power Pool to supply the increased energy
demands of retail and wholesale customers.
     The increase in other operation expense was mostly due to
certain demand side management program expenses and rents for new
customer service center equipment.
     Maintenance expense decreased due to a staffing reduction at
the Company's power plants in the fourth quarter of 1995 as part of
an AEP restructuring program to functionally realign operations and
a reduction in plant maintenance work.  Last year's  maintenance
expense included expenditures associated with the outages at the
Conesville and Picway plants.
     The amortization of Zimmer Plant phase-in costs increased due
to the increase in sales.  In accordance with a 1994 rate order the
Company is collecting deferred Zimmer Plant costs under a phase-in
plan through a temporary rate surcharge.  The amount of recovery
and related amortization is a function of retail sales volume.
     The increase in federal income tax expense attributable to
operations was primarily due to an increase in pre-tax operating
income.
     Nonoperating income declined in the year-to-date period due to
after tax provisions of $2.2 million for certain demand side
management program costs and $0.9 million for the clean-up of
underground fuel storage tanks at one of the Company's facilities. 
Also contributing to the year-to-date decline in nonoperating
income and the primary cause of the decline in the comparative
quarter was a decrease in the return on unrecovered Zimmer Plant
deferrals due to the declining balance of unamortized phase-in plan
deferrals.
<PAGE>
<PAGE>
<TABLE>
              INDIANA MICHIGAN POWER COMPANY AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF INCOME
                                (UNAUDITED)
<CAPTION>
                                          Three Months Ended          Six Months Ended
                                               June 30,                   June 30,      
                                           1996        1995           1996        1995
                                                         (in thousands)
<S>                                      <C>         <C>            <C>         <C>
OPERATING REVENUES . . . . . . . . . . . $323,494    $307,820       $653,377    $634,997

OPERATING EXPENSES:
  Fuel . . . . . . . . . . . . . . . . .   56,532      56,863        116,555     119,617
  Purchased Power. . . . . . . . . . . .   34,653      25,782         69,316      53,411
  Other Operation. . . . . . . . . . . .   78,686      74,003        157,496     147,636
  Maintenance. . . . . . . . . . . . . .   30,107      32,102         56,549      64,574
  Depreciation and Amortization. . . . .   35,086      34,652         69,978      69,083
  Amortization of Rockport Plant Unit 1
    Phase-in Plan Deferrals. . . . . . .    3,911       3,911          7,822       7,822
  Taxes Other Than Federal Income Taxes.   18,440      16,233         38,361      35,833
  Federal Income Taxes . . . . . . . . .   15,649      12,888         33,852      29,324

          TOTAL OPERATING EXPENSES . . .  273,064     256,434        549,929     527,300

OPERATING INCOME . . . . . . . . . . . .   50,430      51,386        103,448     107,697
NONOPERATING INCOME (LOSS) . . . . . . .      272         550           (365)        651
INCOME BEFORE INTEREST CHARGES . . . . .   50,702      51,936        103,083     108,348
INTEREST CHARGES . . . . . . . . . . . .   17,195      18,156         33,809      36,180
NET INCOME . . . . . . . . . . . . . . .   33,507      33,780         69,274      72,168
PREFERRED STOCK DIVIDEND REQUIREMENTS. .    2,910       2,914          5,858       5,812
EARNINGS APPLICABLE TO COMMON STOCK. . . $ 30,597    $ 30,866       $ 63,416    $ 66,356
                                                              

               CONSOLIDATED STATEMENTS OF RETAINED EARNINGS
                                (UNAUDITED)

                                          Three Months Ended          Six Months Ended
                                               June 30,                   June 30,      
                                           1996        1995           1996        1995
                                                         (in thousands)

BALANCE AT BEGINNING OF PERIOD . . . . . $239,799    $224,385       $235,107    $216,658
NET INCOME . . . . . . . . . . . . . . .   33,507      33,780         69,274      72,168
DEDUCTIONS:
  Cash Dividends Declared:
    Common Stock . . . . . . . . . . . .   28,127      27,713         56,254      55,426
    Cumulative Preferred Stock . . . . .    2,359       2,890          5,249       5,780
  Capital Stock Expense. . . . . . . . .      551          57            609         115

BALANCE AT END OF PERIOD . . . . . . . . $242,269    $227,505       $242,269    $227,505

The common stock of the Company is wholly owned 
by American Electric Power Company, Inc.
See Notes to Consolidated Financial Statements.
/TABLE
<PAGE>
<PAGE>
<TABLE>
              INDIANA MICHIGAN POWER COMPANY AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS
                                (UNAUDITED)
<CAPTION>
                                                            June 30,      December 31,
                                                              1996            1995    
                                                                 (in thousands)
<S>                                                        <C>             <C>
ASSETS

ELECTRIC UTILITY PLANT:
  Production . . . . . . . . . . . . . . . . . . . . .     $2,516,995      $2,507,667
  Transmission . . . . . . . . . . . . . . . . . . . .        873,515         867,541
  Distribution . . . . . . . . . . . . . . . . . . . .        683,154         666,810
  General (including nuclear fuel) . . . . . . . . . .        210,781         186,959
  Construction Work in Progress. . . . . . . . . . . .         71,630          90,587
          Total Electric Utility Plant . . . . . . . .      4,356,075       4,319,564
  Accumulated Depreciation and Amortization. . . . . .      1,802,986       1,751,965

          NET ELECTRIC UTILITY PLANT . . . . . . . . .      2,553,089       2,567,599



NUCLEAR DECOMMISSIONING AND SPENT NUCLEAR
  FUEL DISPOSAL TRUST FUNDS. . . . . . . . . . . . . .        453,260         433,619


OTHER PROPERTY AND INVESTMENTS . . . . . . . . . . . .        164,683         150,994



CURRENT ASSETS:
  Cash and Cash Equivalents. . . . . . . . . . . . . .          6,236          13,723
  Accounts Receivable. . . . . . . . . . . . . . . . .        125,051         115,765
  Allowance for Uncollectible Accounts . . . . . . . .           (448)           (334)
  Fuel . . . . . . . . . . . . . . . . . . . . . . . .         30,316          29,093
  Materials and Supplies . . . . . . . . . . . . . . .         74,234          72,861
  Accrued Utility Revenues . . . . . . . . . . . . . .         32,534          43,937
  Prepayments. . . . . . . . . . . . . . . . . . . . .         13,404          10,191

          TOTAL CURRENT ASSETS . . . . . . . . . . . .        281,327         285,236



REGULATORY ASSETS. . . . . . . . . . . . . . . . . . .        436,689         458,525



DEFERRED CHARGES . . . . . . . . . . . . . . . . . . .         35,798          32,364



            TOTAL. . . . . . . . . . . . . . . . . . .     $3,924,846      $3,928,337

See Notes to Consolidated Financial Statements.
/TABLE
<PAGE>
<PAGE>
<TABLE>
              INDIANA MICHIGAN POWER COMPANY AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS
                                (UNAUDITED)
<CAPTION>
                                                           June 30,       December 31,
                                                             1996             1995    
                                                                 (in thousands)
<S>                                                       <C>              <C>
CAPITALIZATION AND LIABILITIES

CAPITALIZATION:
  Common Stock - No Par Value:
    Authorized -  2,500,000 Shares
    Outstanding - 1,400,000 Shares . . . . . . . . . .    $   56,584       $   56,584
  Paid-in Capital. . . . . . . . . . . . . . . . . . .       731,157          731,102
  Retained Earnings. . . . . . . . . . . . . . . . . .       242,269          235,107
          Total Common Shareholder's Equity. . . . . .     1,030,010        1,022,793
  Cumulative Preferred Stock:
    Not Subject to Mandatory Redemption. . . . . . . .        22,000           52,000
    Subject to Mandatory Redemption. . . . . . . . . .       135,000          135,000
  Long-term Debt . . . . . . . . . . . . . . . . . . .     1,037,512        1,034,048

          TOTAL CAPITALIZATION . . . . . . . . . . . .     2,224,522        2,243,841

OTHER NONCURRENT LIABILITIES:
  Nuclear Decommissioning. . . . . . . . . . . . . . .       285,797          269,392
  Other. . . . . . . . . . . . . . . . . . . . . . . .       195,142          184,103

          TOTAL OTHER NONCURRENT LIABILITIES . . . . .       480,939          453,495

CURRENT LIABILITIES:
  Long-term Debt Due Within One Year . . . . . . . . .          -               6,053
  Short-term Debt. . . . . . . . . . . . . . . . . . .        86,725           89,975
  Accounts Payable . . . . . . . . . . . . . . . . . .        51,027           60,706
  Taxes Accrued. . . . . . . . . . . . . . . . . . . .        74,182           71,696
  Interest Accrued . . . . . . . . . . . . . . . . . .        16,090           16,158
  Obligations Under Capital Leases . . . . . . . . . .        37,197           31,776
  Other. . . . . . . . . . . . . . . . . . . . . . . .        66,430           74,463

          TOTAL CURRENT LIABILITIES. . . . . . . . . .       331,651          350,827

DEFERRED INCOME TAXES. . . . . . . . . . . . . . . . .       599,210          612,147

DEFERRED INVESTMENT TAX CREDITS. . . . . . . . . . . .       151,239          155,202

DEFERRED GAIN ON SALE AND LEASEBACK - 
  ROCKPORT PLANT UNIT 2. . . . . . . . . . . . . . . .        97,979           99,832

DEFERRED CREDITS . . . . . . . . . . . . . . . . . . .        39,306           12,993

CONTINGENCIES (Note 3)

            TOTAL. . . . . . . . . . . . . . . . . . .    $3,924,846       $3,928,337

See Notes to Consolidated Financial Statements.
/TABLE
<PAGE>
<PAGE>
<TABLE>
              INDIANA MICHIGAN POWER COMPANY AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (UNAUDITED)
<CAPTION>
                                                                  Six Months Ended
                                                                      June 30,        
                                                                1996            1995
                                                                   (in thousands)
<S>                                                          <C>              <C>
OPERATING ACTIVITIES:
  Net Income . . . . . . . . . . . . . . . . . . . . . . . . $  69,274        $ 72,168
  Adjustments for Noncash Items:
    Depreciation and Amortization. . . . . . . . . . . . . .    73,820          73,979
    Amortization of Rockport Plant Unit 1 
      Phase-in Plan Deferrals. . . . . . . . . . . . . . . .     7,822           7,822
    Amortization (Deferral) of Incremental Nuclear
      Refueling Outage Expenses (net). . . . . . . . . . . .    (4,850)         14,446
    Deferred Federal Income Taxes. . . . . . . . . . . . . .    (7,712)        (12,973)
    Deferred Investment Tax Credits. . . . . . . . . . . . .    (3,963)         (3,993)
  Changes in Certain Current Assets and Liabilities:
    Accounts Receivable (net). . . . . . . . . . . . . . . .    (9,172)          6,082
    Fuel, Materials and Supplies . . . . . . . . . . . . . .    (2,596)             44
    Accrued Utility Revenues . . . . . . . . . . . . . . . .    11,403          (2,620)
    Accounts Payable . . . . . . . . . . . . . . . . . . . .    (9,679)        (28,072)
    Taxes Accrued. . . . . . . . . . . . . . . . . . . . . .     2,486          (7,933)
  Other (net). . . . . . . . . . . . . . . . . . . . . . . .     5,306         (26,222)
        Net Cash Flows From Operating Activities . . . . . .   132,139          92,728

INVESTING ACTIVITIES:
  Construction Expenditures. . . . . . . . . . . . . . . . .   (37,128)        (51,710)
  Other. . . . . . . . . . . . . . . . . . . . . . . . . . .       853             964
        Net Cash Flows Used For Investing Activities . . . .   (36,275)        (50,746)

FINANCING ACTIVITIES:
  Issuance of Long-term Debt . . . . . . . . . . . . . . . .    38,579          96,819
  Change in Short-term Debt (net). . . . . . . . . . . . . .    (3,250)         18,650
  Retirement of Cumulative Preferred Stock . . . . . . . . .   (30,555)           -    
  Retirement of Long-term Debt . . . . . . . . . . . . . . .   (46,091)        (50,736)
  Dividends Paid on Common Stock . . . . . . . . . . . . . .   (56,254)        (55,426)
  Dividends Paid on Cumulative Preferred Stock . . . . . . .    (5,780)         (5,780)
        Net Cash Flows From (Used For) Financing Activities.  (103,351)          3,527

Net Increase (Decrease) in Cash and Cash Equivalents.  . . .    (7,487)         45,509
Cash and Cash Equivalents at Beginning of Period . . . . . .    13,723           9,907
Cash and Cash Equivalents at End of Period . . . . . . . . . $   6,236       $  55,416

Supplemental Disclosure:
  Cash paid for interest  net of capitalized  amounts was  $32,516,000 and $36,542,000
  and for income taxes was $44,183,000 and $50,575,000 in 1996 and 1995, respectively.
  Noncash acquisitions  under capital  leases were  $42,290,000 and $9,254,000 in 1996
  and 1995, respectively.  In connection with the early  termination of a western coal
  land  sublease  the Company  will receive  cash payments  from the  lessee of  $30.8
  million over  a ten year period which  has been  recorded at a net present  value of
  $22.8 million.
See Notes to Consolidated Financial Statements.
/TABLE
<PAGE>
<PAGE>
         INDIANA MICHIGAN POWER COMPANY AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          JUNE 30, 1996                 
                           (UNAUDITED)

1.   GENERAL

         The accompanying unaudited consolidated financial state-ments should be
     read in conjunction with the 1995 Annual Report
     as incorporated in and filed with the Form 10-K.  Certain
     prior-period amounts have been reclassified to conform with
     current-period presentation.

2.   FINANCING ACTIVITIES

         In the first six months of 1996, the Company issued $40
     million of 8% Junior Subordinated Deferrable Interest
     Debentures and retired $6 million of Sinking Fund Debentures,
     $40 million of 9.50% First Mortgage Bonds and 300,000 shares
     of 7.08% Cumulative Preferred Stock, par value $100.

3.   CONTINGENCIES

         On April 24, 1996 the Federal Energy Regulatory Commission
     (FERC) issued two Final Rules regarding open access
     transmission and stranded cost recovery in the wholesale
     market.  In the open access final rule, all public utilities
     with transmission lines are required to file non-discriminatory
     open access tariffs that offer non-affiliated wholesale
     customers the same transmission service at the same terms and
     costs as they provide to themselves and their affiliates.  The
     Company adopted with FERC approval a non-discriminatory open
     access transmission tariff in 1995 under the provisions of a
     proposed FERC rule and as required by the new open access rule
     filed a new non-discriminatory open access transmission tariff
     that is basically the same as the previously filed open access
     transmission tariff.  The open access final rule also provides
     for the recovery of stranded costs under certain conditions
     from a utility's departing wholesale customers -- that is costs
     that were prudently incurred to serve departing wholesale
     customers that would go unrecovered if these customers use open
     access to move to another supplier.  The other final rule
     provides for the manner in which the open access rule will be
     administered.  Management does not expect these final rules to
     adversely impact financial condition.

         The Company continues to be involved in certain matters
     discussed in its 1995 Annual Report.
<PAGE>
<PAGE>
         INDIANA MICHIGAN POWER COMPANY AND SUBSIDIARIES
  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
                     AND FINANCIAL CONDITION                   

           SECOND QUARTER 1996 vs. SECOND QUARTER 1995
                               AND
             YEAR-TO-DATE 1996 vs. YEAR-TO-DATE 1995

RESULTS OF OPERATIONS
     Net income decreased 1% or $0.3 million for the quarter and 4%
or $2.9 million for the year-to-date comparative period, as
increased revenues were more than offset by increased operating
expenses.
     Income statement line items which changed significantly were:
                                    Increase (Decrease)          
                            Second Quarter        Year-to-Date   
                          (in millions)   %    (in millions)   % 

Operating Revenues. . . .     $15.7       5        $18.4       3
Purchased Power Expense .       8.9      34         15.9      30 
Other Operation Expense .       4.7       6          9.9       7
Maintenance Expense . . .      (2.0)     (6)        (8.0)    (12)
Taxes Other Than
 Federal Income Taxes . .       2.2      14          2.5       7
Federal Income Taxes. . .       2.8      21          4.5      15
Interest Charges. . . . .      (1.0)     (5)        (2.4)     (7)

     Operating revenues increased primarily due to increased retail
sales in both periods.  Weather-sensitive residential customers'
demand for electricity rose by 6% in the quarter and 4% in the
year-to-date period reflecting unseasonable spring weather and
colder winter weather.  Also, contributing to the increase in
retail sales was a 12% quarterly and 10% year-to-date increase in
industrial sales primarily resulting from the addition of a major
new customer. 
     Although wholesale revenue changes had little effect on
operating revenues, there were large fluctuations within the two
major components of wholesale revenues.  Wholesale sales to
affiliates declined reflecting lower deliveries to the AEP System
Power Pool (Power Pool) primarily due to a reduction in the
availability of nuclear generation as a result of a refueling
outage in the second quarter at one unit of the Company's two unit
Cook Nuclear Plant.  Sales to the Company's non-affiliated
municipal and cooperative wholesale customers and sales by the
Power Pool to unaffiliated utilities allocated to the Company
increased mainly due to the unseasonable spring and colder winter
weather largely offsetting the decline in sales to the Power Pool.
     Purchased power expense increased significantly primarily due
to increased purchases from the Power Pool, to replace the
unavailable nuclear generating capacity and to support the
Company's allocated share of Power Pool wholesale transactions with
unaffiliated utilities; increased purchases from unaffiliated
utilities for pass-through sales to other unaffiliated companies;
and increased purchases under an agreement with the Ohio Valley
Electric Corporation, an affiliated company which is not a member
of the Power Pool.
     The increase in other operation expense reflects an increased
cost of pollution control emission allowances, increased rent
expense, reduced transmission investment equalization credits from
affiliates and increased engineering and other professional
services billed from AEP Service Corporation.  The increase in rent
expense resulted from a favorable determination by the Indiana
state tax department that resulted in the reversal in the second
quarter of 1995 of a provision for state taxes applicable to the
Rockport Plant Unit 2 operating lease.  Transmission equalization
credits decreased due to an increase in the Company's peak demand
relative to the peak demands of the other Power Pool members. 
Under the AEP transmission equalization agreement the costs of
ownership of certain transmission facilities are shared by the
Power Pool members based on their relative peak demands.
     Maintenance expense decreased in both periods as a result of
reductions in the number of employees performing maintenance on the
Company's nuclear plant and lower payments for contract labor.
     The increase in taxes other than federal income taxes in both
periods was the result of a favorable accrual adjustment for
Indiana real and personal property taxes recorded in 1995.
     Federal income taxes attributable to operations increased in
both periods due to changes in certain book/tax timing differences
accounted for on a flow-through basis for ratemaking and financial
reporting purposes and an increase in pre-tax operating income.
     In both periods interest charges decreased primarily due to the
refinancing of certain fixed rate long-term debt at lower variable
and fixed rates during the third quarter of 1995.
FINANCIAL CONDITION
     Total plant and property additions including capital leases for
the year-to-date period were $80 million.  During the first six
months of 1996 short-term debt outstanding declined by $3.3
million.
     During the first half of 1996 the Company redeemed 300,000
shares of 7.08% Cumulative Preferred Stock, par value $100, at
$101.85, $40 million of 9.50% First Mortgage Bonds due 2021 and
$6,053,000 of Sinking Fund Debentures.  The Company also issued $40
million of 8% Junior Subordinated Debentures due 2026.
     On April 24, 1996 the Federal Energy Regulatory Commission
(FERC) issued two Final Rules regarding open access transmission
and stranded cost recovery in the wholesale market.  In the open
access final rule, all public utilities with transmission lines are
required to file non-discriminatory open access tariffs that offer
non-affiliated wholesale customers the same transmission service at
the same terms and costs as they provide to themselves and their
affiliates.  The Company adopted with FERC approval a non-discriminatory open
access transmission tariff in 1995 under the
provisions of a proposed FERC rule and as required by the new open
access rule filed a new non-discriminatory open access transmission
tariff that is basically the same as the previously filed open
access transmission tariff.  The open access final rule also
provides for the recovery under certain conditions of stranded
costs from a utility's departing wholesale customers -- that is
costs that were prudently incurred to serve departing wholesale
customers that would go unrecovered if these customers use open
access to move to another supplier.  The other final rule provides
for the manner in which the open access rule will be administered. 
Management does not expect these final rules to adversely impact
financial condition.
<PAGE>
<PAGE>
<TABLE>
                          KENTUCKY POWER COMPANY
                           STATEMENTS OF INCOME
                                (UNAUDITED)
<CAPTION>
                                           Three Months Ended        Six Months Ended
                                                 June 30,                 June 30,      
                                             1996        1995        1996         1995
                                                          (in thousands)
<S>                                        <C>         <C>         <C>          <C>
OPERATING REVENUES . . . . . . . . . . . . $78,730     $72,699     $167,319     $158,001

OPERATING EXPENSES:
  Fuel . . . . . . . . . . . . . . . . . .  20,110      18,375       41,790       39,736
  Purchased Power. . . . . . . . . . . . .  22,102      20,337       44,621       42,627
  Other Operation. . . . . . . . . . . . .  11,974      11,988       24,330       22,281
  Maintenance. . . . . . . . . . . . . . .   7,634       6,508       15,354       13,659
  Depreciation and Amortization. . . . . .   6,267       6,087       12,521       12,119
  Taxes Other Than Federal Income Taxes. .   1,744       1,526        4,118        4,020
  Federal Income Tax Expense (Credit). . .     598        (684)       3,126        1,354

         TOTAL OPERATING EXPENSES. . . . .  70,429      64,137      145,860      135,796

OPERATING INCOME . . . . . . . . . . . . .   8,301       8,562       21,459       22,205

NONOPERATING LOSS. . . . . . . . . . . . .     (95)        (32)        (429)        (100)

INCOME BEFORE INTEREST CHARGES . . . . . .   8,206       8,530       21,030       22,105

INTEREST CHARGES . . . . . . . . . . . . .   5,837       5,983       11,905       11,743

NET INCOME . . . . . . . . . . . . . . . . $ 2,369     $ 2,547     $  9,125     $ 10,362


                                                                               

                      STATEMENTS OF RETAINED EARNINGS
                                (UNAUDITED)

                                           Three Months Ended        Six Months Ended
                                                 June 30,                 June 30,      
                                             1996       1995         1996          1995
                                                         (in thousands)

BALANCE AT BEGINNING OF PERIOD . . . . . . $92,071    $91,258      $91,381       $89,173

NET INCOME . . . . . . . . . . . . . . . .   2,369      2,547        9,125        10,362

CASH DIVIDENDS DECLARED. . . . . . . . . .   6,066      5,730       12,132        11,460

BALANCE AT END OF PERIOD . . . . . . . . . $88,374    $88,075      $88,374       $88,075
                    

The common stock of the Company is wholly owned by
American Electric Power Company, Inc.
See Notes to Financial Statements.
/TABLE
<PAGE>
<PAGE>
<TABLE>
                          KENTUCKY POWER COMPANY
                              BALANCE SHEETS
                                (UNAUDITED)
<CAPTION>
                                                           June 30,       December 31,
                                                             1996             1995    
                                                                (in thousands)
<S>                                                        <C>              <C>
ASSETS

ELECTRIC UTILITY PLANT:
  Production . . . . . . . . . . . . . . . . . . . . .     $230,829         $230,054
  Transmission . . . . . . . . . . . . . . . . . . . .      263,172          261,619
  Distribution . . . . . . . . . . . . . . . . . . . .      316,060          313,783
  General. . . . . . . . . . . . . . . . . . . . . . .       60,973           59,611
  Construction Work in Progress. . . . . . . . . . . .       24,667           14,590
          Total Electric Utility Plant . . . . . . . .      895,701          879,657

  Accumulated Depreciation and Amortization. . . . . .      279,631          270,590

          NET ELECTRIC UTILITY PLANT . . . . . . . . .      616,070          609,067


OTHER PROPERTY AND INVESTMENTS . . . . . . . . . . . .        6,411            6,438


CURRENT ASSETS:
  Cash and Cash Equivalents. . . . . . . . . . . . . .        2,847            1,031
  Accounts Receivable. . . . . . . . . . . . . . . . .       30,002           30,172
  Allowance for Uncollectible Accounts . . . . . . . .         (149)            (259)
  Fuel . . . . . . . . . . . . . . . . . . . . . . . .        8,747            3,526
  Materials and Supplies . . . . . . . . . . . . . . .       12,389           12,481
  Accrued Utility Revenues . . . . . . . . . . . . . .        6,253           13,500
  Prepayments. . . . . . . . . . . . . . . . . . . . .        2,263            1,701

          TOTAL CURRENT ASSETS . . . . . . . . . . . .       62,352           62,152


REGULATORY ASSETS. . . . . . . . . . . . . . . . . . .       82,946           82,388


DEFERRED CHARGES . . . . . . . . . . . . . . . . . . .        9,395           12,153


            TOTAL. . . . . . . . . . . . . . . . . . .     $777,174         $772,198

See Notes to Financial Statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
                          KENTUCKY POWER COMPANY
                              BALANCE SHEETS
                                (UNAUDITED)
<CAPTION>
                                                            June 30,      December 31,
                                                              1996            1995    
                                                                 (in thousands)
<S>                                                         <C>             <C>
CAPITALIZATION AND LIABILITIES

CAPITALIZATION:
  Common Stock - $50 Par Value:
    Authorized -  2,000,000 Shares
    Outstanding - 1,009,000 Shares . . . . . . . . . .      $ 50,450        $ 50,450
  Paid-in Capital. . . . . . . . . . . . . . . . . . .        88,750          78,750
  Retained Earnings. . . . . . . . . . . . . . . . . .        88,374          91,381
          Total Common Shareholder's Equity. . . . . .       227,574         220,581
  First Mortgage Bonds . . . . . . . . . . . . . . . .       179,252         224,235
  Notes Payable. . . . . . . . . . . . . . . . . . . .        50,000            -
  Subordinated Debentures. . . . . . . . . . . . . . .        38,874          38,854

          TOTAL CAPITALIZATION . . . . . . . . . . . .       495,700         483,670

OTHER NONCURRENT LIABILITIES . . . . . . . . . . . . .        16,640          15,031

CURRENT LIABILITIES:
  Long-term Debt Due Within One Year . . . . . . . . .          -             29,436
  Short-term Debt. . . . . . . . . . . . . . . . . . .        57,025          27,050  
  Accounts Payable . . . . . . . . . . . . . . . . . .        16,675          21,766
  Customer Deposits. . . . . . . . . . . . . . . . . .         3,520           3,704
  Taxes Accrued. . . . . . . . . . . . . . . . . . . .         6,175           7,972
  Interest Accrued . . . . . . . . . . . . . . . . . .         5,483           5,853
  Other. . . . . . . . . . . . . . . . . . . . . . . .         7,706          13,283

          TOTAL CURRENT LIABILITIES. . . . . . . . . .        96,584         109,064

DEFERRED INCOME TAXES. . . . . . . . . . . . . . . . .       146,363         145,005

DEFERRED INVESTMENT TAX CREDITS. . . . . . . . . . . .        17,775          18,397

DEFERRED CREDITS . . . . . . . . . . . . . . . . . . .         4,112           1,031

CONTINGENCIES (Note 3)

            TOTAL. . . . . . . . . . . . . . . . . . .      $777,174        $772,198

See Notes to Financial Statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
                          KENTUCKY POWER COMPANY
                         STATEMENTS OF CASH FLOWS
                                (UNAUDITED)
<CAPTION>
                                                                 Six Months Ended
                                                                     June 30,       
                                                                1996          1995
                                                                  (in thousands)
<S>                                                           <C>           <C>
OPERATING ACTIVITIES:
  Net Income . . . . . . . . . . . . . . . . . . . . . . . .  $  9,125      $ 10,362
  Adjustments for Noncash Items:
    Depreciation and Amortization. . . . . . . . . . . . . .    12,557        12,155
    Deferred Federal Income Taxes. . . . . . . . . . . . . .       415        (1,041)
    Deferred Investment Tax Credits. . . . . . . . . . . . .      (622)         (629)
  Changes in Certain Current Assets and Liabilities:
    Accounts Receivable (net). . . . . . . . . . . . . . . .        60          (835)
    Fuel, Materials and Supplies . . . . . . . . . . . . . .    (5,129)          501 
    Accrued Utility Revenues . . . . . . . . . . . . . . . .     7,247         4,218
    Accounts Payable . . . . . . . . . . . . . . . . . . . .    (5,091)       (3,726)
    Taxes Accrued. . . . . . . . . . . . . . . . . . . . . .    (1,797)         (519)
  Other (net). . . . . . . . . . . . . . . . . . . . . . . .      (123)       (2,624)
        Net Cash Flows From Operating Activities . . . . . .    16,642        17,862

INVESTING ACTIVITIES:
  Construction Expenditures. . . . . . . . . . . . . . . . .   (18,181)      (16,827)
  Proceeds from Sales of Property. . . . . . . . . . . . . .       250          -   
        Net Cash Flows Used For Investing Activities . . . .   (17,931)      (16,827)

FINANCING ACTIVITIES:
  Capital Contributions from Parent Company. . . . . . . . .    10,000          -   
  Issuance of Long-term Debt . . . . . . . . . . . . . . . .    50,000        38,647
  Change in Short-term Debt (net). . . . . . . . . . . . . .    29,975       (28,250)
  Retirement of Long-term Debt . . . . . . . . . . . . . . .   (74,738)         -
  Dividends Paid . . . . . . . . . . . . . . . . . . . . . .   (12,132)      (11,460)
        Net Cash Flows From (Used For) Financing Activities.     3,105        (1,063)

Net Increase (Decrease) in Cash and Cash Equivalents . . . .     1,816           (28)
Cash and Cash Equivalents at Beginning of Period . . . . . .     1,031           879
Cash and Cash Equivalents at End of Period . . . . . . . . .  $  2,847      $    851

Supplemental Disclosure:
  Cash paid for interest  net of capitalized amounts was $12,114,000 and $11,646,000
  and for income taxes was $4,505,000 and $2,027,000 in 1996 and 1995, respectively.
  Noncash acquisitions  under capital leases were $2,831,000 and  $1,857,000 in 1996
  and 1995, respectively.

See Notes to Financial Statements.
</TABLE>
<PAGE>
<PAGE>
                      KENTUCKY POWER COMPANY
                  NOTES TO FINANCIAL STATEMENTS
                          JUNE 30, 1996        
                           (UNAUDITED)

1.   GENERAL

         The accompanying unaudited financial statements should be
     read in conjunction with the 1995 Annual Report as incorporated
     in and filed with the Form 10-K.

2.   FINANCING ACTIVITIES

         The Company received from its parent a cash capital
     contribution of $10 million in March 1996 which was credited
     to paid-in capital.  In April 1996 the Company refinanced $45
     million of 7-7/8% first mortgage bonds due in 2002 with the
     proceeds of two $25 million term loan agreements due in 1999
     and 2000 at 6.42% and 6.57% annual interest rates,
     respectively.  The redemption of this series of first mortgage
     bonds removed the restriction on the use of retained earnings
     for common stock dividends.

3.   CONTINGENCIES

         On April 24, 1996 the Federal Energy Regulatory Commission
     (FERC) issued two Final Rules regarding open access
     transmission and stranded cost recovery in the wholesale
     market.  In the open access final rule, all public utilities
     with transmission lines are required to file non-discriminatory
     open access tariffs that offer non-affiliated wholesale
     customers the same transmission service at the same terms and
     costs as they provide to themselves and their affiliates.  The
     Company adopted with FERC approval a non-discriminatory open
     access transmission tariff in 1995 under the provisions of a
     proposed FERC rule and as required by the new open access rule
     filed a new non-discriminatory open access transmission tariff
     that is basically the same as the previously filed open access
     transmission tariff.  The open access final rule also provides
     under certain conditions for the recovery of stranded costs
     from a utility's departing wholesale customers -- that is costs
     that were prudently incurred to serve departing wholesale
     customers that would go unrecovered if these customers use open
     access to move to another supplier.  The other final rule
     provides for the manner in which the open access rule will be
     administered.  Management does not expect these final rules to
     adversely impact financial condition.

         The Company continues to be involved in certain other
     matters discussed in its 1995 Annual Report.
          <PAGE>
<PAGE>
                      KENTUCKY POWER COMPANY
     MANAGEMENT'S NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS

           SECOND QUARTER 1996 vs. SECOND QUARTER 1995
                               AND
             YEAR-TO-DATE 1996 vs. YEAR-TO-DATE 1995


     Although revenues increased $6 million or 8% in the comparative
second quarter period and $9.3 million or 6% in the comparative
year-to-date period, net income decreased 7% or $0.2 million for
the quarter and 12% or $1.2 million for the year-to-date period. 
The net income decrease for the quarter was attributable to
increased maintenance and federal income taxes.  The net income
decrease for the year-to-date period was caused by increased
operation expenses, maintenance and federal income taxes and a
write-down of certain demand side management program equipment to
estimated market value recorded in nonoperating income.
     Income statement items which changed significantly were:
                                           Increase             
                               Second Quarter     Year-to-Date  
                             (in millions)   %  (in millions)  %

Operating Revenues . . . . .     $ 6.0       8     $ 9.3       6 
Fuel Expense . . . . . . . .       1.7       9       2.1       5
Purchased Power Expense. . .       1.8       9       2.0       5 
Other Operation Expense. . .        -        -       2.0       9
Maintenance Expense. . . . .       1.1      17       1.7      12 
Federal Income Taxes . . . .       1.3     N.M.      1.8     131 

N.M. - Not Meaningful

     The increase in operating revenues was due to increased energy
sales, increased transmission services and the recovery of demand
side management costs from retail customers.  Energy sales to
retail customers rose as customer usage increased in response to
colder winter weather and cooler April and warmer May weather. 
Wholesale energy sales rose mainly due to an increase in energy
sales by the AEP System Power Pool (Power Pool) to unaffiliated
utilities reflecting the increased weather-related demand for
energy. Transmission services provided to an unaffiliated utility
under a one year contract that began in January 1996 accounted for
the increase in transmission service revenues.
     Fuel expense rose as a result of increased generation
reflecting additional availability in 1996 of the Company's Big
Sandy Plant and the increased demand.
     The increase in purchased power expense in the second quarter
and year-to-date periods resulted from increased purchases from
unaffiliated utilities for pass-through sales to other unaffiliated
utilities, reflecting the unseasonable weather; additional
purchases to meet the increased demand from an affiliated company
which is not a member of the AEP Power Pool; and increased
purchases from the AEP Power Pool to meet increased wholesale
energy sales demand.
     In the year-to-date period other operation expense increased
mainly due to increased accruals for incentive pay, demand side
program expenses and increased AEP Service Corporation billings for
engineering and other professional services.  Maintenance expense
rose in both comparative periods as a result of an increased level
of scheduled steam plant maintenance work at the Big Sandy Plant.
     The increase in federal income tax expense attributable to
operations in both periods was primarily due to increases in pre-tax operating
income, changes in certain book/tax differences
accounted for on a flow-through basis for ratemaking and financial
reporting purposes and the completion of the amortization of
deferred federal income taxes in excess of the statutory tax rate
as ordered by the Kentucky Public Service Commission.
<PAGE>
<PAGE>
<TABLE>
                    OHIO POWER COMPANY AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF INCOME
                                (UNAUDITED)
<CAPTION>
                                              Three Months Ended        Six Months Ended
                                                   June 30,                 June 30,      
                                               1996        1995         1996        1995
                                                             (in thousands)
<S>                                          <C>         <C>          <C>         <C>
OPERATING REVENUES . . . . . . . . . . . . . $449,383    $435,976     $954,124    $852,803
OPERATING EXPENSES:
  Fuel . . . . . . . . . . . . . . . . . . .  144,426     141,301      322,752     272,979
  Purchased Power. . . . . . . . . . . . . .   16,175       9,561       31,240      29,803
  Other Operation. . . . . . . . . . . . . .   78,985      82,106      161,876     141,806
  Maintenance. . . . . . . . . . . . . . . .   42,083      36,302       71,150      71,200
  Depreciation and Amortization. . . . . . .   34,369      33,839       68,643      67,729
  Taxes Other Than Federal Income Taxes. . .   40,532      41,817       82,735      87,154
  Federal Income Taxes . . . . . . . . . . .   25,530      23,180       60,601      46,933
          TOTAL OPERATING EXPENSES . . . . .  382,100     368,106      798,997     717,604
OPERATING INCOME . . . . . . . . . . . . . .   67,283      67,870      155,127     135,199
NONOPERATING INCOME. . . . . . . . . . . . .      128       1,702        2,262       5,409
INCOME BEFORE INTEREST CHARGES . . . . . . .   67,411      69,572      157,389     140,608
INTEREST CHARGES . . . . . . . . . . . . . .   23,462      23,774       46,904      47,068
NET INCOME . . . . . . . . . . . . . . . . .   43,949      45,798      110,485      93,540
PREFERRED STOCK DIVIDEND REQUIREMENTS. . . .    2,240       3,893        4,480       7,718
EARNINGS APPLICABLE TO COMMON STOCK. . . . . $ 41,709    $ 41,905     $106,005    $ 85,822

                                                                    

               CONSOLIDATED STATEMENTS OF RETAINED EARNINGS
                                (UNAUDITED)

                                              Three Months Ended        Six Months Ended
                                                   June 30,                 June 30,      
                                               1996        1995         1996        1995
                                                             (in thousands)

BALANCE AT BEGINNING OF PERIOD . . . . . . . $546,611    $492,248     $518,029    $483,222
NET INCOME . . . . . . . . . . . . . . . . .   43,949      45,798      110,485      93,540
DEDUCTIONS:  
  Cash Dividends Declared:
    Common Stock . . . . . . . . . . . . . .   35,714      34,857       71,428      69,714
    Cumulative Preferred Stock . . . . . . .    2,194       3,825        4,388       7,650
  Capital Stock Expense. . . . . . . . . . .       47          34           93          68

BALANCE AT END OF PERIOD . . . . . . . . . . $552,605    $499,330     $552,605    $499,330

The common stock of the Company is wholly owned by
American Electric Power Company, Inc.
See Notes to Consolidated Financial Statements.
/TABLE
<PAGE>
<PAGE>
<TABLE>
                    OHIO POWER COMPANY AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS
                                (UNAUDITED)
<CAPTION>
                                                               June 30,      December 31,
                                                                 1996            1995    
                                                                    (in thousands)
<S>                                                           <C>             <C>
ASSETS

ELECTRIC UTILITY PLANT:
  Production . . . . . . . . . . . . . . . . . . . . . . . .  $2,537,828      $2,534,893
  Transmission . . . . . . . . . . . . . . . . . . . . . . .     806,518         798,854
  Distribution . . . . . . . . . . . . . . . . . . . . . . .     844,410         833,944
  General (including mining assets). . . . . . . . . . . . .     689,601         688,253
  Construction Work in Progress. . . . . . . . . . . . . . .      69,682          59,278
          Total Electric Utility Plant . . . . . . . . . . .   4,948,039       4,915,222
  Accumulated Depreciation and Amortization. . . . . . . . .   2,160,821       2,091,148

          NET ELECTRIC UTILITY PLANT . . . . . . . . . . . .   2,787,218       2,824,074



OTHER PROPERTY AND INVESTMENTS . . . . . . . . . . . . . . .     107,439         107,510



CURRENT ASSETS:
  Cash and Cash Equivalents. . . . . . . . . . . . . . . . .      74,385          44,000
  Accounts Receivable (net). . . . . . . . . . . . . . . . .     198,284         199,293
  Fuel . . . . . . . . . . . . . . . . . . . . . . . . . . .     138,027         126,952
  Materials and Supplies . . . . . . . . . . . . . . . . . .      78,084          80,468
  Accrued Utility Revenues . . . . . . . . . . . . . . . . .      36,948          40,100
  Prepayments. . . . . . . . . . . . . . . . . . . . . . . .      58,755          42,286

          TOTAL CURRENT ASSETS . . . . . . . . . . . . . . .     584,483         533,099



REGULATORY ASSETS. . . . . . . . . . . . . . . . . . . . . .     547,796         562,329


DEFERRED CHARGES . . . . . . . . . . . . . . . . . . . . . .      89,066         129,552


            TOTAL. . . . . . . . . . . . . . . . . . . . . .  $4,116,002      $4,156,564


See Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
                    OHIO POWER COMPANY AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS
                                (UNAUDITED)
<CAPTION>
                                                                June 30,      December 31,
                                                                  1996            1995    
                                                                     (in thousands)
<S>                                                            <C>             <C>
CAPITALIZATION AND LIABILITIES

CAPITALIZATION:
  Common Stock - No Par Value:
    Authorized -  40,000,000 Shares
    Outstanding - 27,952,473 Shares. . . . . . . . . . . . .   $  321,201      $  321,201
  Paid-in Capital. . . . . . . . . . . . . . . . . . . . . .      459,567         459,474
  Retained Earnings. . . . . . . . . . . . . . . . . . . . .      552,605         518,029
          Total Common Shareholder's Equity. . . . . . . . .    1,333,373       1,298,704
  Cumulative Preferred Stock:
    Not Subject to Mandatory Redemption. . . . . . . . . . .       41,240          41,240
    Subject to Mandatory Redemption. . . . . . . . . . . . .      115,000         115,000
  Long-term Debt . . . . . . . . . . . . . . . . . . . . . .    1,049,175       1,138,425

          TOTAL CAPITALIZATION . . . . . . . . . . . . . . .    2,538,788       2,593,369

OTHER NONCURRENT LIABILITIES . . . . . . . . . . . . . . . .      225,818         214,726

CURRENT LIABILITIES:
  Long-term Debt Due Within One Year . . . . . . . . . . . .       20,673          89,207
  Short-term Debt. . . . . . . . . . . . . . . . . . . . . .      117,921           9,400
  Accounts Payable . . . . . . . . . . . . . . . . . . . . .       77,215         102,580
  Taxes Accrued. . . . . . . . . . . . . . . . . . . . . . .      138,227         161,430
  Interest Accrued . . . . . . . . . . . . . . . . . . . . .       19,668          20,807
  Obligations Under Capital Leases . . . . . . . . . . . . .       24,665          25,172
  Other. . . . . . . . . . . . . . . . . . . . . . . . . . .       72,305          80,507

          TOTAL CURRENT LIABILITIES. . . . . . . . . . . . .      470,674         489,103

DEFERRED INCOME TAXES. . . . . . . . . . . . . . . . . . . .      726,701         731,959

DEFERRED INVESTMENT TAX CREDITS. . . . . . . . . . . . . . .       48,166          49,860

DEFERRED CREDITS . . . . . . . . . . . . . . . . . . . . . .      105,855          77,547

CONTINGENCIES (Note 3)

            TOTAL. . . . . . . . . . . . . . . . . . . . . .   $4,116,002      $4,156,564

See Notes to Consolidated Financial Statements.
</TABLE>

<PAGE>
<PAGE>
<TABLE>
                    OHIO POWER COMPANY AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (UNAUDITED)
<CAPTION>
                                                                     Six Months Ended
                                                                         June 30,       
                                                                    1996          1995
                                                                      (in thousands)
<S>                                                              <C>           <C>
OPERATING ACTIVITIES:
  Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . $ 110,485     $  93,540
  Adjustments for Noncash Items:
    Depreciation, Depletion and Amortization . . . . . . . . . .    82,863        75,004
    Deferred Federal Income Taxes. . . . . . . . . . . . . . . .     1,180        19,058
    Deferred Fuel Costs (net). . . . . . . . . . . . . . . . . .    (2,368)      (10,006)
    Amortization of Deferred Property Taxes. . . . . . . . . . .    39,099        38,682
  Changes in Certain Current Assets and Liabilities:
    Accounts Receivable (net). . . . . . . . . . . . . . . . . .     1,009       (18,205)
    Fuel, Materials and Supplies . . . . . . . . . . . . . . . .    (8,691)      (24,309)
    Accrued Utility Revenues . . . . . . . . . . . . . . . . . .     3,152         3,547
    Prepayments. . . . . . . . . . . . . . . . . . . . . . . . .   (16,469)      (18,371)
    Accounts Payable . . . . . . . . . . . . . . . . . . . . . .   (25,365)      (41,599)
    Taxes Accrued. . . . . . . . . . . . . . . . . . . . . . . .   (23,203)      (45,811)
  Other (net). . . . . . . . . . . . . . . . . . . . . . . . . .    33,939        11,763
        Net Cash Flows From Operating Activities . . . . . . . .   195,631        83,293

INVESTING ACTIVITIES:
  Construction Expenditures. . . . . . . . . . . . . . . . . . .   (44,831)      (56,777)
  Proceeds from Sale of Property and Other . . . . . . . . . . .     5,529         1,601
        Net Cash Flows Used For Investing Activities . . . . . .   (39,302)      (55,176)

FINANCING ACTIVITIES:
  Change in Short-term Debt (net). . . . . . . . . . . . . . . .   108,521        74,115
  Retirement of Long-term Debt . . . . . . . . . . . . . . . . .  (158,649)         -
  Dividends Paid on Common Stock . . . . . . . . . . . . . . . .   (71,428)      (69,714)
  Dividends Paid on Cumulative Preferred Stock . . . . . . . . .    (4,388)       (7,650)
        Net Cash Flows Used For Financing Activities . . . . . .  (125,944)       (3,249)

Net Increase in Cash and Cash Equivalents. . . . . . . . . . . .    30,385        24,868
Cash and Cash Equivalents at Beginning of Period . . . . . . . .    44,000        30,700
Cash and Cash Equivalents at End of Period . . . . . . . . . . . $  74,385     $  55,568

Supplemental Disclosure:
  Cash paid for interest net  of capitalized amounts  was $46,627,000 and $45,880,000 and  
  for income  taxes  was  $39,244,000  and  $34,447,000 in  1996 and  1995, respectively.  
  Noncash acquisitions  under capital leases were $14,108,000 and $17,504,000 in 1996 and  
  1995, respectively.

See Notes to Consolidated Financial Statements.
</TABLE>

<PAGE>
<PAGE>
               OHIO POWER COMPANY AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           JUNE 30, 1996              
                           (UNAUDITED)

1.   GENERAL

         The accompanying unaudited consolidated financial state-ments should 
     be read in conjunction with the 1995 Annual Report
     as incorporated in and filed with the Form 10-K. 

2.   FINANCING ACTIVITY

         During the first six months of 1996, the Company and a
     subsidiary retired three series of long-term debt at maturity:
     $8 million of 5-1/8% Series Sinking Fund Debentures, $39
     million of 5% Series First Mortgage Bonds and $8 million of
     5.79% Notes Payable.

         The Company also retired six series of long-term debt
     before maturity in 1996: four series of first mortgage bonds
     totaling $94 million with rates ranging from 7-5/8% to 9-7/8%
     and two series of sinking fund debentures totaling $9 million
     with rates of 6-5/8% and 7-7/8%.

         As a result of the early redemption of the 9-7/8% Series
     First Mortgage Bonds due in 2020, the restriction on the use
     of retained earnings for common stock dividends was reduced
     from $156.5 million to $23.9 million.

3.   CONTINGENCIES

         On April 24, 1996 the Federal Energy Regulatory Commission
     (FERC) issued two Final Rules regarding open access
     transmission and stranded cost recovery in the wholesale
     market.  In the open access final rule, all public utilities
     with transmission lines are required to file non-discriminatory
     open access tariffs that offer non-affiliated wholesale
     customers the same transmission service at the same terms and
     costs as they provide to themselves and their affiliates.  The
     Company adopted with FERC approval a non-discriminatory open
     access transmission tariff in 1995 under the provisions of a
     proposed FERC rule and as required by the new open access rule
     filed a new non-discriminatory open access transmission tariff
     that is basically the same as the previously filed open access
     transmission tariff.  The open access final rule also provides
     under certain conditions for the recovery of stranded costs
     from a utility's departing wholesale customers -- that is costs
     that were prudently incurred to serve departing wholesale
     customers that would go unrecovered if these customers use open
     access to move to another supplier.  The other final rule
     provides for the manner in which the open access rule will be
     administered.  Management does not expect these final rules to
     adversely impact financial condition.

         The Company continues to be involved in certain other
     matters discussed in the 1995 Annual Report.

<PAGE>
<PAGE>
               OHIO POWER COMPANY AND SUBSIDIARIES
  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
                     AND FINANCIAL CONDITION                   

           SECOND QUARTER 1996 vs. SECOND QUARTER 1995
                               AND
             YEAR-TO-DATE 1996 vs. YEAR-TO-DATE 1995

RESULTS OF OPERATIONS
     Although energy sales increased 16% in the comparative second
quarter, net income decreased 4% or $1.8 million due to the effect
on comparable net income of an $8.3 million after tax adjustment to
revenues recorded in June 1995 under a major industrial contract. 
Net income increased 18% or $16.9 million in the comparative year-to-date period
primarily due to a 27% increase in energy sales.
     Income statement items which changed significantly were:

                                     Increase (Decrease)        
                             Second Quarter       Year-to-Date  
                            (in millions)  %   (in millions)   %

Operating Revenues . . . .     $ 13.4      3      $101.3      12
Fuel Expense . . . . . . .        3.1      2        49.8      18
Purchased Power Expense. .        6.6     69         1.4       5
Other Operation Expense. .       (3.1)    (4)       20.1      14
Maintenance Expense. . . .        5.8     16        (0.1)      -
Federal Income Taxes . . .        2.3     10        13.7      29

     Operating revenues increased in both periods as a result of
increased energy sales, which more than offset the effect of the
1995 adjustment to industrial revenues, and a retail rate increase
in the year-to-date period.  Sales volume to wholesale customers
was up 52% in the second quarter of 1996 and 98% in the year-to-date period
primarily due to an increase in energy supplied to the
AEP System Power Pool (Power Pool) reflecting increased weather-related demand
of affiliated members of the Power Pool and, in the
year-to-date period, the increased availability of the Company's
two Gavin Plant generating units.  The Gavin units had been out-of-service for
extended periods during the first three months of 1995
for maintenance and the installation of flue gas desulfurization
systems (scrubbers).  Wholesale energy sales by the Power Pool to
unaffiliated utilities also increased in both comparative periods
largely as a result of unseasonable weather.
     Retail energy sales increased 2% in the comparative second
quarter period and 3% in the comparative year-to-date period
reflecting increased energy sales in all major retail customer
classes largely as a result of increased usage due to unseasonable
weather and growth in the number of customers.  A retail base rate
increase in March 1995 also contributed to the higher revenues in
the comparative year-to-date period.
     The increase in fuel expense in both periods was mainly due to
increased generation resulting from the higher demand for energy
and, in the year-to-date period, the increased availability of the
Gavin Plant units.  Increased energy purchases from unaffiliated
utilities for pass-through sales to other unaffiliated utilities as
a result of the unseasonable weather in 1996 was the major reason
for the substantial increase in purchased power expense in the
comparative second quarter period.
     Other operation expense declined in the second quarter of 1996
reflecting reduced steam generation expenses as a result of a
scheduled outage in 1996 at both of the Gavin units for inspection
and repairs.  The increase in other operation expense during the
first six months of this year was primarily due to rent and other
operating costs of the recently installed Gavin Plant scrubbers and
the amortization, commensurate with recovery in rates, of
previously deferred Gavin scrubber expenses.
     The increase in maintenance expense in the comparative second
quarter period was due to the 1996 maintenance outage at both of
the Gavin units.
     The increase in both periods in federal income tax expense
attributable to operations was due to an increase in pre-tax
operating income and in the comparative second quarter period due
to changes in certain book/tax differences accounted for on a flow-through basis
for ratemaking and financial reporting purposes.
FINANCIAL CONDITION
     Total plant and property additions including capital leases for
the first six months of 1996 were $59 million.
     During the first six months of 1996, the Company and a
subsidiary retired $158 million principal amount of long-term debt
with interest rates ranging from 5% to 9-7/8% and increased short-term debt by
$109 million.
     As a result of the early redemption of the remaining $2.5
million outstanding balance of the 9-7/8% Series First Mortgage
Bonds due in 2020, the restriction on the use of retained earnings
for common stock dividends was reduced from $156.5 million to $23.9
million.
NEW FERC RULES
     On April 24, 1996 the Federal Energy Regulatory Commission
(FERC) issued two Final Rules regarding open access transmission
and stranded cost recovery in the wholesale market.  In the open
access final rule, all public utilities with transmission lines are
required to file non-discriminatory open access tariffs that offer
non-affiliated wholesale customers the same transmission service at
the same terms and costs as they provide to themselves and their
affiliates.  The Company adopted with FERC approval a non-discriminatory
open access transmission tariff in 1995 under the
provisions of a proposed FERC rule and as required by the new open
access rule filed a new non-discriminatory open access transmission
tariff that is basically the same as the previously filed open
access transmission tariff.  The open access final rule also
provides under certain conditions for the recovery of stranded
costs from a utility's departing wholesale customers -- that is
costs that were prudently incurred to serve departing wholesale
customers that would go unrecovered if these customers use open
access to move to another supplier.  The other final rule provides
for the manner in which the open access rule will be administered. 
Management does not expect these final rules to adversely impact
financial condition.
<PAGE>
<PAGE>
                   PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings.

Indiana Michigan Power Company ("I&M")

    Reference is made to page 20 of the Annual Report on Form
10-K for the year ended December 31, 1995 ("1995 10-K") for a
discussion of a petition for review filed by I&M and other
unaffiliated utilities in the U.S. Court of Appeals for the
District of Columbia Circuit regarding nuclear waste disposal. 
On July 23, 1996, the court ruled that the Nuclear Waste Policy
Act of 1982 imposes on the U.S. Department of Energy ("DOE") an
unconditional obligation to begin acceptance of spent nuclear
fuel and high level radioactive waste by January 31, 1998.  The
court did not determine an appropriate remedy, holding that DOE
has not yet defaulted upon either its statutory or contractual
obligations.

American Electric Power Company, Inc. ("AEP") and Ohio Power
Company ("OPCo")

    Reference is made to pages 25, 26 and 34 of the 1995 10-K
and page II-1 of the Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996 for a discussion of proceedings
instituted by the U.S. Environmental Protection Agency ("Federal
EPA"), and the settlement thereof, which alleged that OPCo's
Kammer Plant was operating in violation of applicable federally
enforceable air pollution control requirements for sulfur dioxide
since January 1, 1989.  On May 20, 1996, the U.S. District Court
for the Northern District of West Virginia entered an order
approving the consent decree.

Appalachian Power Company ("APCo")

    Reference is made to page 33 of the 1995 10-K for a discus-
sion of a complaint filed against APCo and Global Power Company,
an independent contractor retained by APCo, by Federal EPA
related to an asbestos abatement project at APCo's Kanawha River
Plant.  APCo and Global have entered into a Consent Agreement,
dated July 30, 1996, with Federal EPA to settle this matter by
paying a civil penalty of $58,000, which shall be shared by APCo
and Global.


Item 4.  Submission of Matters to a Vote of Security Holders.

AEP

    The annual meeting of shareholders was held in Columbus,
Ohio on April 24, 1996.  The holders of shares entitled to vote
at the meeting or their proxies cast votes at the meeting with
respect to the following two matters, as indicated below:

    1.  Election of 12 directors to hold office until the next
        annual meeting and until their successors are duly
        elected.  Each nominee for director was elected by a
        vote of the shareholders as follows:





                               II-1
<PAGE>
<PAGE>
                               Number of Shares    Number of
                Nominee            Voted For     Votes Withheld

        Peter J. DeMaria          142,522,136      2,086,655
        E. Linn Draper, Jr.       142,496,525      2,112,266
        Robert M. Duncan          142,377,695      2,231,096
        Robert W. Fri             142,359,083      2,249,708
        Arthur G. Hansen          142,312,097      2,296,694
        Lester A. Hudson, Jr.     142,491,624      2,117,167
        Gerald P. Maloney         142,534,248      2,074,543
        Angus E. Peyton           142,435,230      2,173,561
        Donald G. Smith           142,496,778      2,112,013
        Linda Gillespie Stuntz    142,009,723      2,599,068
        Morris Tanenbaum          142,406,307      2,202,484
        Ann Haymond Zwinger       142,300,604      2,308,187

    2.  Approve the appointment by the Board of Directors of
        Deloitte & Touche LLP as independent auditors of AEP for
        the year 1996.  The proposal was approved by a vote of
        the shareholders as follows:

        Votes FOR                 142,603,261    
        Votes AGAINST                 870,975    
        Votes ABSTAINED             1,134,555    
        Broker NON-VOTES*                   0

        *A non-vote occurs when a nominee holding shares for a
        beneficial owner votes on one proposal, but does not
        vote on another proposal because the nominee does not
        have discretionary voting power and has not received
        instructions from the beneficial owner.
APCo

    The annual meeting of stockholders was held on April 23,
1996 at 1 Riverside Plaza, Columbus, Ohio.  At the meeting,
13,499,500 votes were cast FOR each of the following seven
persons for election as directors and there were no votes with-
held and such persons were elected directors to hold office for
one year or until their successors are elected and qualify:

        Peter J. DeMaria          Gerald P. Maloney
        E. Linn Draper, Jr.       James J. Markowsky
        Henry W. Fayne            Joseph H. Vipperman
        William J. Lhota

    No other business was transacted at the meeting.

I&M

    The annual meeting of stockholders was held on April 23,
1996 at 1 Riverside Plaza, Columbus, Ohio.  At the meeting,
1,400,000 votes were cast FOR each of the following thirteen
persons for election as directors and there were no votes with-
held and such persons were elected directors to hold office for
one year or until their successors are elected and qualify:

        C. R. Boyle, III          James J. Markowsky
        G. A. Clark               Albert H. Potter
        Peter J. DeMaria          David B. Synowiec
        William N. D'Onofrio      Dale M. Trenary
        E. Linn Draper, Jr.       Joseph H. Vipperman
        William J. Lhota          William E. Walters
        Gerald P. Maloney

    No other business was transacted at the meeting.
                               II-2
<PAGE>
OPCo

    The annual meeting of shareholders was held on May 7, 1996
at 1 Riverside Plaza, Columbus, Ohio.  At the meeting, 27,952,478
votes were cast FOR each of the following seven persons for elec-
tion as directors and there were no votes withheld and such per-
sons were elected directors to hold office for one year or until
their successors are elected and qualify:

        Peter J. DeMaria          Gerald P. Maloney
        E. Linn Draper, Jr.       James J. Markowsky
        Henry W. Fayne            Joseph H. Vipperman
        William J. Lhota

    No other business was transacted at the meeting.

Item 5.  Other Information.

APCo

    Reference is made to pages 9 and 10 of the 1995 10-K for a
discussion of competition and restructuring in the electric
utility industry and an order by the Virginia State Corporation
Commission ("Virginia SCC") directing its staff to conduct an
investigation in this regard.  On July 31, 1996, the staff issued
its report which concludes that "it is unnecessary and inadvis-
able to implement a massive restructuring of the industry at this
juncture."  The staff indicated that "because Virginia is a low
cost state, the staff believes there may be little to gain and
much to lose by being on the leading edge of a restructuring
movement."

    Reference is made to pages 11 and 12 of the 1995 10-K for a
discussion of APCo's proposed new transmission facilities.  On
June 18, 1996, the U.S. Forest Service ("Forest Service") re-
leased a Draft Environmental Impact Statement ("EIS").  The
Forest Service preliminarily identified a "No Action Alternative"
as its preferred alternative.  If this alternative is incorpo-
rated in the Final EIS, APCo would not be authorized to cross the
federally-administered lands of the Forest Service with the pro-
posed transmission line.  Given the findings set forth in the
Draft EIS and the preliminary position of the Forest Service,
APCo cannot presently predict the schedule for completion of the
state and federal permitting process.

    On July 25, 1996, the Virginia SCC issued an order extending
indefinitely the date for filing comments and suspending its pro-
ceeding on the transmission line due to the findings of the Draft
EIS.  However, the Virginia SCC ordered APCo to file, on or be-
fore December 1, 1996, a proposal detailing its intentions with
regard to meeting the need for major additional transmission
capacity identified in the Virginia SCC's interim order of
December 13, 1995.

APCo and Kentucky Power Company ("KEPCo")

    Reference is made to page 12 of the 1995 10-K for a discus-
sion of APCo's and KEPCo's proposed transmission system improve-
ment project.  The Kentucky Public Service Commission approved
the project in its order dated June 11, 1996.  Construction is
scheduled to begin in October 1996.



                               II-3
<PAGE>
<PAGE>
Item 6.  Exhibits and Reports on Form 8-K.

        (a) Exhibits:

        AEP, APCo and OPCo

            Exhibit 10 - American Electric Power System Manage-
            ment Incentive Compensation Plan - 1996.

        APCo, Columbus Southern Power Company ("CSPCo"), I&M,
        KEPCo and OPCo

            Exhibit 12 - Statement re: Computation of Ratios.

        AEP, AEP Generating Company ("AEGCo"), APCo, CSPCo, I&M,
        KEPCo and OPCo

            Exhibit 27 - Financial Data Schedule.

        (b) Reports on Form 8-K:

        AEP, AEGCo, APCo, CSPCo, I&M, KEPCo and OPCo

            No reports on Form 8-K were filed during the quarter
            ended June 30, 1996.






































                               II-4
<PAGE>
    In the opinion of the companies, the financial statements contained herein
reflect all adjustments (consisting of only normal recurring accruals) which
are necessary to a fair presentation of the results of operations for the
interim periods.

                                SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.  The signatures for each undersigned
company shall be deemed to relate only to matters having reference to such
company and any subsidiaries thereof.

                   AMERICAN ELECTRIC POWER COMPANY, INC.


G.P. Maloney                                     P.J. DeMaria                
G.P. Maloney, Vice President                     P.J. DeMaria, Controller
            and Secretary
                          AEP GENERATING COMPANY


G.P. Maloney                                     P.J. DeMaria                
G.P. Maloney, Vice President                     P.J. DeMaria, Vice President
                                                                and Controller
                         APPALACHIAN POWER COMPANY


G.P. Maloney                                     P.J. DeMaria                
G.P. Maloney, Vice President                     P.J. DeMaria, Vice President
                                                               and Controller

                      COLUMBUS SOUTHERN POWER COMPANY


G.P. Maloney                                     P.J. DeMaria                
G.P. Maloney, Vice President                     P.J. DeMaria, Vice President
                                                               and Controller

                      INDIANA MICHIGAN POWER COMPANY


G.P. Maloney                                     P.J. DeMaria                
G.P. Maloney, Vice President                     P.J. DeMaria, Vice President
                                                               and Controller

                          KENTUCKY POWER COMPANY


G.P. Maloney                                     P.J. DeMaria                
G.P. Maloney, Vice President                     P.J. DeMaria, Vice President
                                                               and Controller

                            OHIO POWER COMPANY


G.P. Maloney                                     P.J. DeMaria                
G.P. Maloney, Vice President                     P.J. DeMaria, Vice President
                                                               and Controller


Date:  August 13, 1996      




                                   II-5


                           AMERICAN ELECTRIC POWER SYSTEM

                       MANAGEMENT INCENTIVE COMPENSATION PLAN

                                        1996

                                  TABLE OF CONTENTS

                                                                           Page
                                                                           ----
INTRODUCTION            . . . . . . . . . . . . . . . . . . . . . . . . .  iv

       1.0     OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . .   1
               1.1      Participation in MICP . . . . . . . . . . . . . .   1
               1.2      MICP Award Limitation . . . . . . . . . . . . . .   2

       2.0     TARGET AWARD ALLOCATIONS . . . . . . . . . . . . . . . . .   3

       3.0     AEP CORPORATE PERFORMANCE CRITERIA . . . . . . . . . . . .   5
               3.1      Average Annual ROE  . . . . . . . . . . . . . . .   5
               3.2      Total Investor Return . . . . . . . . . . . . . .   6
               3.3      Realization Ratio . . . . . . . . . . . . . . . .   7

       4.0     T&D ENERGY DELIVERY PERFORMANCE CRITERIA . . . . . . . . .   8
               4.1      Customer Satisfaction & Loyalty . . . . . . . . .   8
               4.2      Safety Performance  . . . . . . . . . . . . . . .  10
               4.3      O&M Expense vs. Budget. . . . . . . . . . . . . .  11
               4.4      Customer Service Reliability Index  . . . . . . .  13
               4.5      Material & Supply Inventory Reduction . . . . . .  13
               4.6      Marketing Performance . . . . . . . . . . . . . .  14

       5.0     MARKETING BUSINESS UNIT PERFORMANCE CRITERIA . . . . . . .  17
               5.1      Annual Marketing Objective  . . . . . . . . . . .  17
               5.2      Annual Account Management Objective . . . . . . .  18
               5.3      Market Share of Electricity . . . . . . . . . . .  19
               5.4      Market Share of Energy  . . . . . . . . . . . . .  20
               5.5      Loyalty Objective . . . . . . . . . . . . . . . .  20

       6.0     POWER PLANT MANAGERS . . . . . . . . . . . . . . . . . . .  22

       7.0     REGION PLANT SERVICES  . . . . . . . . . . . . . . . . . .  22

       8.0     CENTRAL MACHINE SHOP MANAGER . . . . . . . . . . . . . . .  22

       9.0     FUEL SUPPLY PERFORMANCE CRITERIA . . . . . . . . . . . . .  23
               9.1      Adjusted Cost of Coal Produced from
                          Affiliated Mines  . . . . . . . . . . . . . . .  23
               9.2      PUCO Cap Performance  . . . . . . . . . . . . . .  24
               9.3      Safety Performance  . . . . . . . . . . . . . . .  24
               9.4      Senior Vice President and Senior Staff-Fuel
                          Supply - Delivered Fuel Prices  . . . . . . . .  25
               9.5      Vice President - Fuel Procurement Measures  . . .  25
               9.6      General Mine Manager/General Superintendent
                          Measures  . . . . . . . . . . . . . . . . . . .  26
               9.7      Manager-River Transportation Measures . . . . . .  26
               9.8      Manager-Cook Coal Terminal Measures . . . . . . .  27
               9.9      Managing Director-Transportation Measures . . . .  28
               9.10     Senior Vice President, Vice Presidents, Senior
                          Staff-Fuel Supply & Managing Director-
                          Transportation. . . . . . . . . . . . . . . . .  28

       10.0      POWER GENERATION PERFORMANCE CRITERIA  . . . . . . . . .  29

       11.0      DEPARTMENT/BUSINESS UNIT OBJECTIVES  . . . . . . . . . .  29

       12.0      THE MICP IN ACTION . . . . . . . . . . . . . . . . . . .  30

       13.0      PAYMENT RIGHTS AT TERMINATION OF ACTIVE EMPLOYMENT . . .  33
                 13.1      Termination After Completion of Plan Year. . .  33
                 13.2      Termination Due to Death, Retirement, or
                             Disability . . . . . . . . . . . . . . . . .  33
                 13.3      Involuntary Termination During Plan Year . . .  34

       14.0      CHANGES IN SALARY/POSITION/PARTICIPATION . . . . . . . .  35

       15.0      PLAN ADMINISTRATION  . . . . . . . . . . . . . . . . . .  36

       16.0      MICP AWARD DISTRIBUTIONS AND DEFERRALS . . . . . . . . .  A-1

       17.0      POSSIBLE ADJUSTMENTS TO CORPORATE PERFORMANCE DATA . . .  A-3

       18.0      FUEL SUPPLY PAYMENT SCHEDULES  . . . . . . . . . . . . .  A-4
                 18.1      Senior Vice President-Fuel Supply. . . . . . .  A-4
                 18.2      Delivered Fuel Prices. . . . . . . . . . . . .  A-4
                 18.3      Vice President-Fuel Procurement. . . . . . . .  A-5
                 18.4      Delivered Fuel Prices. . . . . . . . . . . . .  A-5
                 18.5      Power Generation Production Cost . . . . . . .  A-6
                 18.6      General Mine Managers/General Super-
                             intendent (Meigs). . . . . . . . . . . . . .  A-6
                 18.7      Southern Ohio Coal Company - Meigs . . . . . .  A-6
                 18.8      Central Ohio Coal Company. . . . . . . . . . .  A-7
                 18.9      Windsor Coal Company . . . . . . . . . . . . .  A-7
                 18.10     All Coal Mines - Safety Incidence Rate . . . .  A-8
                 18.11     Manager - River Transportation . . . . . . . .  A-9
                 18.12     River Transportation Operating Cost Per
                             Ton Mile . . . . . . . . . . . . . . . . . .  A-9
                 18.13     River Transportation Safety Incidence Rate . .  A-9
                 18.14     Manager-Cook Coal Terminal . . . . . . . . . .  A-10
                 18.15     Cook Coal Terminal Adjusted Cost Per Ton . . .  A-10
                 18.16     Cook Coal Terminal Safety Incidence Rate . . .  A-10
                 18.17     Managing Director-Transportation . . . . . . .  A-11
                 18.18     Cook Coal Terminal Adjusted Cost Per Ton . . .  A-11
                 18.19     River Transportation Operating Cost
                             Per Ton Mile . . . . . . . . . . . . . . . .  A-11
                 18.20     Delivered Fuel Prices. . . . . . . . . . . . .  A-12
                 18.21     River Transportation and Cook Coal Terminal
                             Safety Incidence Rate. . . . . . . . . . . .  A-12

       19.0      POWER GENERATION DEPARTMENT/BUSINESS UNIT
                   PAYMENT SCHEDULES  . . . . . . . . . . . . . . . . . .  A-13
                 19.1      O & M Expenditure  . . . . . . . . . . . . . .  A-13
                 19.2      Power Generation Production Cost . . . . . . .  A-13
                 19.3      Capital Expenditures . . . . . . . . . . . . .  A-14
                 19.4      Equivalent Availability. . . . . . . . . . . .  A-14
                 19.5      Heat Rate. . . . . . . . . . . . . . . . . . .  A-15
<PAGE>
<PAGE>
                          INTRODUCTION


The American Electric Power System is continuing the Management
Incentive Compensation Plan (MICP) during 1996, with revisions
from the 1995 Plan.  The Plan's purpose is to bring together the
interests of key managers with those of the AEP System's
customers and shareholders by providing performance incentives to
serve customers' needs and meet shareholders' financial
expectations at the highest possible levels.

Through the MICP, a key manager can receive an annual monetary
award in addition to base salary, if certain performance levels
are met.  The Plan is designed to help motivate a consistent
level of superior Company performance by rewarding those
principally accountable for achieving it.

This Plan provides an element of compensation which will vary
directly with Company performance.  It will ensure that key
managers are compensated competitively and consistent with the
AEP System's financial and operating performance.

Any questions about the Plan should be directed to the Director-
Compensation and Benefits through the respective business unit
head.<PAGE>
                      1.0  OVERVIEW OF THE
               MANAGEMENT INCENTIVE COMPENSATION PLAN

A participant's MICP annual target award is expressed as a
percentage of annual base earnings.  Actual awards can vary from
0% to 150% of the target award, based on performance.

Performance criteria are established annually for the following
organizational units:

          -       AEP Corporate 
          -       Energy Delivery T&D Business Group
          -       Power Generation
          -       Marketing
          -       Fuel Supply
          -       Individual Units

Each participant's target award is allocated by organizational
unit.  The organization's success in meeting the year's
established performance criteria determines the participant's
actual award.

During the first part of the year following each performance year
a participant will receive 80% of any actual award in cash unless
a deferral election had been made in accordance with Section
16.2.  The remaining 20% is deferred in the form of AEP common
stock units payable 3 years later (see Addendum page A-1) unless
a deferral election had been made in accordance with Section
16.2.

1.1       PARTICIPATION IN MICP - A select group of key managers and
          executives whose performance most significantly affects the
          Company's success participate in the MICP.  Positions
          eligible and individual executives were approved for
          participation in the 1996 Plan by the Chief Executive
          Officer.  The following procedures apply to the addition of
          any other positions or executives:

          A.      NEW PARTICIPANTS - Participation is generally automatic
                  for employees promoted or transferred to a position
                  that has been previously approved as eligible for
                  participation in the Plan, effective on the promotion
                  or transfer date.  However, if an employee is demoted
                  to a position normally covered by the MICP, approval of
                  the Chief Executive Officer is required for the demoted
                  employee to be eligible to continue as a participant.

                  Prior to becoming a participant in the Plan, specific
                  approval of the Chief Executive Officer is required for
                  all employees or positions not previously eligible to
                  participate in the Plan.  Requests for approval by the
                  Chief Executive Officer should be submitted through the
                  Director-Compensation & Benefits.

                  An executive who is not currently a Plan participant
                  and who is entering an eligible position for the first
                  time, will generally be eligible to participate in that
                  year's Plan if the promotion or transfer date is prior
                  to October 1.  If it is after this date, the executive
                  will be eligible to participate in the following year's
                  Plan.

1.2       MICP AWARD LIMITATION - No award is payable unless AEP's
          dividends remain at prevailing levels and net income is
          greater than dividend payments in the current year.


                     2.0  TARGET AWARD ALLOCATIONS

Target awards of MICP participants are allocated to AEP Corporate
and other organization units, as follows:

<TABLE>
<CAPTION>
                          Target Award*
                          as Percent of           Percent of Awards Allocated
      Participant          Base Salary              to Organizational Units
- -----------------------   -------------   ------------------------------------------
<S>                       <C>             <C>
Office of the Chairman         30         100   Corporate Performance
                                                                
EVP-Energy Delivery            25          75   Corporate Performance
Group, Controller, VPs,                    25   Department/Business Unit Performance
SVPs and State Presidents                       or
                                           60   Corporate
                                           40   Department/Business Unit Performance
                                                or
                                          100   Corporate Performance

Fuel Supply SVP and VPs        25          25   Corporate Performance
                                           45   Fuel Supply Performance
                                           25   Delivered Fuel Prices
                                            5   Power Generation Production Cost

AEP Division Managers          20          75   Corporate Performance
and Others as Designated                   25   Department/Business Unit Performance
                                                or
                                           60   Corporate Performance
                                           40   Department/Business Unit Performance
                                                or
                                           50   Corporate
                                           50   Department/Business Unit Performance
                                                or
                                          100   Corporate

Region Managers                20          50   Corporate Performance
                                           50   Region/Business Unit Performance

Power Plant Managers           20          25   Corporate Performance
(including Cook)                           75   Plant Incentive Plan

Site VP (Cook)                 25          25   Corporate Performance
                                           75   Plant Incentive Plan

Region Plant Services          20          25   Corporate Performance
Managers and Production                    75   Region Plant Services Performance
Services Manager

Central Machine Shop           20          25   Corporate Performance
Manager                                    75   Central Machine Shop Performance

Fuel Supply Lancaster          20          25   Corporate Performance
Senior Staff                               45   Fuel Supply Performance
                                           25   Delivered Fuel Prices
                                            5   Power Generation Production Cost

Vice President-Fuel            25          25   Corporate Performance
Procurement                                20   Fuel Supply Performance
                                           50   Department Performance
                                            5   Power Generation Production Cost

Managing Director-             20          25   Corporate Performance
Transportation                             20   Fuel Supply Performance
                                           50   Department Performance
                                            5   Power Generation Production Cost

Fuel Supply General Mine       20          25   Corporate Performance
Managers/General Super-                    25   Fuel Supply Performance
intendent (Meigs)                          50   Division/Mine Performance

Manager-Cook Coal              20          25   Corporate Performance
Terminal                                   75   Cook Coal Terminal Performance

Manager-River Trans-           20          25   Corporate Performance
portation                                  75   River Transportation Performance

VP & General Manager           25          25   Corporate Performance
(Meigs)                                    25   Fuel Supply Performance
                                           50   Division/Mine Performance
</TABLE>

                3.0  AEP CORPORATE PERFORMANCE CRITERIA

There are three AEP Corporate performance criteria which are
weighted to determine a single Corporate performance factor.  The
three are as follows:

- -         A two-component measure of Annual Return on Average
          Stockholder Equity (ROE) for the current year - weighted at
          25%;

- -         A component measuring the Three-Year Average Total Investor
          Return (TIR) - weighted at 25%; and

- -         A component comparing the Realization Ratio (Average Price
          of Power Sold to Retail Customers vs. Other Utilities) for
          the current year - weighted at 50%.

The following describes each in greater detail.

3.1       RETURN ON EQUITY (ROE) is corporate annual after-tax income
          as a percentage of average annual stockholder equity.  It
          is an indication of how profitably AEP manages its
          investors' capital.  For purposes of the MICP, ROE is
          measured in the following two ways, each of which is
          weighted 12.5%:

          -       In terms of absolute performance; and

          -       Relative to the ranking of the AEP ROE among the 20
                  other electric utilities that together with AEP make up
                  the Standard & Poor's Utility Index.

          The results of these two measures are averaged to determine
          performance on this component.

          The following chart indicates both of these ROE
          measurements and the performance factors for each.

          <TABLE>
          <CAPTION>               AVERAGE ANNUAL ROE

                             Performance     S&P Utility     Performance
             Absolute ROE      Factor*      ROE Ranking**       Factor
             ------------    -----------    -------------    -----------
             <S>             <C>            <C>              <C>
              16 or more        1.50             1-6             1.50
                  15            1.25              7              1.40
                  14            1.00              8              1.30
                  13             .80              9              1.20
                  12             .60             10              1.10
                  11             .40             11              1.00
              10 or less           0             12               .80
                                                 13               .60
                                                 14               .40
                                                 15               .20
                                             16 or more            0
*Interpolate at intermediate performance.
**Highest ROE is ranked first.

Example:  If AEP's annual ROE is 14%, and AEP achieves an S&P Utility Index
rank of seventh out of 21, the average performance factor will be calculated
this way: (1.00 + 1.40) / 2 = 1.20.

3.2       TOTAL INVESTOR RETURN (TIR) is an indicator of the increase
          in value of AEP shareholders' investment.  It measures the
          annual percentage increase in stock price as well as
          dividends paid over a three-year period (the current and
          two prior years).  AEP System results are then compared
          with the other 20 companies in the Standard & Poor's
          Utility Index and are ranked for each of the three years. 
          Performance factors are determined based on the average of
          the TIR rankings for the three years, as follows:

                  THREE-YEAR AVERAGE TOTAL INVESTOR RETURN

              AEP TIR Ranking*              Performance Factor
              ----------------              ------------------

                 6 or higher                       1.50
                      7                            1.40
                      8                            1.30
                      9                            1.20
                     10                            1.10
                     11                            1.00
                     12                             .80
                     13                             .60
                     14                             .40
                     15                             .20
                     16                              0

         *Highest TIR is ranked first.

         Example:  If the three-year average rank of AEP is 12 out of
         21, the performance factor is .80.

3.3      REALIZATION RATIO is a measure of relative cost efficiency
         and productivity -- from AEP customers' perspective.  It
         compares the AEP System's average price of power sold to
         ultimate customers with other utilities' corresponding
         average price.  The realization ratio is based on average
         realization for sales to ultimate customers by other
         investor-owned utilities in the seven states in which AEP
         operates, weighted by the respective proportions of AEP's
         corresponding sales in those states.  (Because Kingsport
         Power is the only investor-owned electric utility in
         Tennessee, the realization ratio for that state is based on
         retail rates of TVA Tennessee distributors.)  Performance
         factors are then derived, as follows:

                               AEP REALIZATION RATIO

              AEP Ratio                      Performance Factor*
              ---------                      -------------------

             .75 or less                             1.50
                 .80                                 1.25
                 .85                                 1.00
                 .90                                  .75
                 .95                                  .50
                1.00                                  .25
             above 1.00                                 0

         *Interpolate at intermediate performance.

         Example:  If AEP's average realization is 20% below the
         seven-state average, its ratio will be .80 and the
         performance factor will be 1.25.


              4.0  TRANSMISSION AND DISTRIBUTION ENERGY
                     DELIVERY PERFORMANCE CRITERIA

There are six T&D Energy Delivery performance criteria that are
individually weighed to determine a single performance factor for
the T&D Energy Delivery Group, Energy Distribution, Energy
Transmission and each Region.  The six are as follows:

- -       Customer Satisfaction and Loyalty - weighted at 20%;
- -       Safety - weighted at 20%;
- -       O&M Expense vs. Budget - weighted at 20%;
- -       Customer Service Reliability Index - weighted at 20%;
- -       Material and Supply Inventory Reduction - weighted at 10%;
- -       Marketing - weighted at 10%.

The following describes each measure in more detail.

4.1     CUSTOMER SATISFACTION AND LOYALTY is based on a weighted
        average of the performance factors of the National Key
        Account Benchmark study by TQS Research (TQS), the
        Commercial and Industrial Customer Satisfaction Study by RKS
        Research and Consulting (RKS) and the Corporate Positioning
        and Communication Tracking Study by Market Strategies, Inc.
        (MSI) survey instruments in proportions of 61.3%, 28.5%, and
        10.2% respectively.  The TQS, RKS, and MSI represent the key
        accounts, major accounts, and residential segments,
        respectively.  The "Customer Loyalty-Electric" score will be
        utilized from the TQS study, the "Customer Assessment Score"
        will be utilized from the RKS study, and the "Overall
        Satisfaction" score will be utilized form the MSI study. 
        The performance factor for each instrument will be computed
        in accordance with the following payment schedule.  Note
        that while a percentile approach is preferred in the
        computation of a performance factor with all three of the
        instruments, a raw score is utilized in the RKS instrument
        as the timing of the study is not anticipated to permit
        comparison to other utilities' scores.  The award will not
        be distinguishable between Transmission and Distribution. 
        Targets and results will be system-wide.  The 1996 targets
        and performance factors are:

                  ENERGY DISTRIBUTION BUSINESS UNIT AND REGION
                         TARGET AWARD PAYMENT SCHEDULE
                              TQS AND MSI TARGETS

        Ranking Result (percentile)             Performance Factor*
        ---------------------------             -------------------

                  Top 10%                               1.50
                    15%                                 1.25
                    20%                                 1.00
                    25%                                 0.50
                 Bottom 70%                             0.00

        *Interpolate at intermediate performance.

                ENERGY DISTRIBUTION BUSINESS UNIT AND REGION
                        TARGET AWARD PAYMENT SCHEDULE
                                RKS TARGETS

        Customer Acceptance Score               Performance Factor*
        -------------------------               -------------------

                Over 3.2                                1.50
                   3.1                                  1.25
                   3.0                                  1.00
                   2.9                                  0.50
               Below 2.85                               0.00

        *Interpolate at intermediate performance.

        The use of the RKS instrument is dependent on receiving
        survey results prior to computation of the annual MICP
        results.  In the event this information is unavailable, the
        performance measures of the TQS and MSI will be computed as
        a weighted average in the proportions 85%.7% and 14.3%
        respectively.

4.2     SAFETY PERFORMANCE of the T&D Energy Delivery Business
        Group, the Energy Distribution Business Unit, the Energy
        Transmission Business Unit and the transmission and
        distribution Regions is measured by two equally weighted
        indices.  The indices are combined to determine a single
        performance factor for each organizational unit.

        -       RECORDABLE CASE INCIDENCE RATE - Number of recordable
                cases per 200,000 work hours.

        -       LOST AND RESTRICTED WORKDAY (SEVERITY) RATE - Number of
                days away from work AND restricted activity days per
                200,000 work hours.

        The rate for the group and the appropriate Units and Regions
        will be compared to the most recently published EEI rate
        calculated for each measure.  The related performance
        factors are determined from the following schedule and
        averaged to yield a single performance factor for safety
        performance.

                     T&D ENERGY DELIVERY SAFETY PERFORMANCE
                          TARGET AWARD PAYMENT SCHEDULE

                           RATIO TO THE LATEST EEI RATE

        Ratio to EEI Performance                    Performance Factor*
        ------------------------                    -------------------

                  0.70                                      1.50
                  0.85                                      1.00
                  0.93                                      0.50
             1.000 or more                                  0.00

        *Interpolate at intermediate performance.

        Example:  If a Transmission Region achieves a ratio of .9250
        to the EEI recordable case incidence rate and a ratio of
        .6500 to the EEI lost and restricted workday (severity)
        rate, the respective performance factors are .50 and 1.50. 
        Averaging the two yields a single performance factor of 1.00

        The performance factor shall be zero for any Region whose
        recordable injuries include a fatality or a permanent total
        disability case.

        SOURCE OF DATA

        -     EEI Rate and AEP Data

              The EEI rates will be taken from the latest EEI Safety
              Statistical Survey Report at the time the awards are
              calculated.  The data for T&D Energy Delivery is taken
              from the year-end AEP System Report of Employee Injuries
              and Illnesses.  This information is compiled by the
              Safety & Health Section of System Human Resources.

        The following data for the December cumulative year-to-date
        report is to be compiled by the AEP Corporate Safety &
        Health Division on or before January 15 of the following
        year for the T&D Energy Delivery Group/Unit/Region.

        -     Total Hours Worked
        -     Lost Workdays (LWD Case - days away from work)
        -     Restricted Activity Days
        -     Lost and Restricted Workday (Severity) Rate
        -     Recordable Cases
        -     Recordable Case Incidence Rate

        DATA AVAILABILITY, CALCULATIONS AND AWARD DETERMINATIONS

        The AEP Corporate Safety & Health Section will calculate the
        performance factors for the T&D Energy Delivery Group, and
        each Business Unit and Region.  The calculations will be
        completed by January 30 and approved by the SVP-Human
        Resources.

4.3     O&M EXPENSE PERFORMANCE VS. BUDGET is measured by comparing
        controllable operating and maintenance expenses against
        budget for the current year.  Performance factors are
        designed to provide increased awards for expense performance
        which is below budget.  However, because some O&M budgets
        are developed based primarily upon historical expenses and
        not upon need to complete specific projects, close
        monitoring of expenses is required.  The EVP-Energy Delivery
        Group is responsible for monitoring expenses in each
        budgeting organization to ensure that projects that should
        have been accomplished are not delayed or omitted in order
        to achieve a higher performance factor score.  If this is
        judged to occur, the approved budget will be commensurately
        reduced by an amount equal to the estimated cost of the
        project, and a revised performance factor determined.

                          T&D ENERGY DELIVERY GROUP
                           BUSINESS UNIT AND REGION

                     CONTROLLABLE O&M EXPENSES VS. BUDGET

        Expenses as Percent of Budget*             Performance Factor
        ------------------------------             ------------------

                 Less than 91%                            1.50
             91% but less than 96%                        1.25
             96% but less than 101%                       1.00
            101% but less than 103%                       0.50
            103% but less than 105%                       0.25
                105% or higher                            0.00

        *All numbers to be rounded to nearest whole numbers.

        Example:  If Distribution Region's actual result is 93% of
        budget, the Region has placed between the 91% and 96%
        bracket, achieving a performance factor of 1.25.

4.4     CUSTOMER SERVICE RELIABILITY INDEX is measured by comparing
        the current year annual interruption frequency index and the
        interruption duration index against prior five-year average
        indices.  The reliability index is determined by the
        following formula:

              [(Cur. Interpt. Freq. Index/5-Year Avg. Intm. Freq.
              Index) + (Cur. Interpt. Dur. Index/5-Year Avg. Intm.
              Dur. Index)] x 100/2

        Resulting performance factors are determined as follows:

               T&D ENERGY DELIVERY GROUP, UNITS AND REGIONS
                      TARGET AWARD PAYMENT SCHEDULE

                            CUSTOMER SERVICE 
              RELIABILITY INDEX VS. PRIOR FIVE-YEAR AVERAGE

        Service Reliability Index                Performance Factor*
        -------------------------                -------------------

               85% or lower                              1.50
                  92.5%                                  1.25
                  100%                                   1.00
                  105%                                   0.50
             110% or higher                              0.00

        *Interpolate at intermediate performance.

        Example:  If a Region's current reliability index is 97%, 3%
        better than its five-year average of 100%, the performance
        factor is:

              [(100%-97%)/(100%-92.5%) x .25] + 1 = 1.10

        Special adjustments may be considered for catastrophic
        situations.

4.5     MATERIAL AND SUPPLY INVENTORY REDUCTION is based on
        attainment of a dollar inventory reduction goal established
        for 1996.  The goals will be adjusted to accommodate the
        Capital Spare Parts transfer to Materials & Supplies that
        began last year.  Energy Delivery Support participants will
        have a $4 million meter inventory reduction goal in lieu of
        the M&S inventory reduction goal.  The 1996 targets are:

                        T&D ENERGY DELIVERY GROUP DELIVERY
                         BUSINESS GROUP, UNITS AND REGIONS

                           TARGET AWARD PAYMENT SCHEDULE
                       MATERIAL & SUPPLY INVENTORY REDUCTION

         Results as Percent of Goal                 Performance Factor*
         --------------------------                 -------------------

                    150%                                     1.50
                    100%                                     1.00
                     50%                                     0.50
                      0%                                     0.00

        *Interpolate at intermediate performance.

        Example:  If a region's results as a percent of goal
        were 125%, the performance factor is 1.25.

4.6     MARKETING performance is measured by two indices that are
        weight-averaged to yield a single performance factor.  The
        target, results, and award are the same for both the
        Transmission and Distribution groups.  The indices are
        further defined below.

        MARKETING results constitute 70% of the marketing
        performance factor.  The results are measured by comparing
        actual performance against marketing objectives for the
        current year.  Marketing objectives are expressed as a
        collection of product goals which are weighted in value
        through the assignment of Smart Point equivalents. 
        Marketing objective performance is computed by dividing the
        total Smart points earned by the Smart Point goals assigned. 
        The total assigned 1996 Smart Points are 6,496,398.  The
        1996 performance factors are:

             ENERGY DELIVERY BUSINESS GROUP, UNITS AND REGIONS
                       TARGET AWARD PAYMENT SCHEDULE
                             MARKETING RESULTS

        Percent of Goal                        Performance Factor*
        ---------------                        -------------------

              110%                                     1.50
              105%                                     1.25
              100%                                     1.00
               95%                                     0.50
               90%                                     0.00

        *Interpolate at intermediate results.

        MARKETING ACCOUNT MANAGEMENT OBJECTIVES constitute 30% of
        the marketing performance factor.  Achievement is measured
        by comparing actual performance with account objectives for
        the year.  Account management objectives are expressed as a
        collection of loyalty enhancing activities, including
        identification of decision groups, development of business
        plans, customer presentation and agreements, and
        implementation of two or more business plan items with
        designated customers.  These activities are weighted in
        value through the assignment of point equivalents as a
        function of assigned customers.  Account management
        objective performance is computed in accordance with the
        following tables which are preset to result in a 100 point
        base for easy conversion to percentage attainment.

                      NATIONAL ACCOUNT MANAGEMENT

                                                       Maximum   Actual
           Measurement         Goal   Accomplishment    Score    Score*
           -----------         ----   --------------   -------   ------

          Compl. Interv.        70                        20                
            Meter Maps          50                        10
        ID Decision Groups      50                        20
          Business Plans        25                        35
        Cust. Pres. & Agree.    25                        15
           Bus Plan Impl.       15                        10
              Total                                      110

        *(Accomplishment/Goal) x Maximum Score = Actual Score (not
        to exceed maximum score)

                          KEY ACCOUNT MANAGEMENT

                                                       Maximum   Actual
           Measurement         Goal   Accomplishment    Score    Score*
           -----------         ----   --------------   -------   ------

        ID Decision Groups     170                        20
          Business Plans       136                        50
        Cust. Pres & Agree.    110                        30
          Business Plans        50                        10
              Total                                      110               

        *(Accomplishment/Goal) x Maximum Score = Actual Score (not
        to exceed maximum score)

        The results for key and national accounts are then weighted
        3:1, respectively.  The resulting percentage achievement is
        utilized in the following payment schedule to determine the
        composite account management performance measure for this
        index.

                ENERGY DELIVERY BUSINESS GROUP, UNITS AND REGIONS
                          TARGET AWARD PAYMENT SCHEDULE
                          ACCOUNT MANAGEMENT OBJECTIVES

        Results as % of Goal                        Performance Factor*
        --------------------                        -------------------

              Over 110%                                    1.50
                105%                                       1.25
                100%                                       1.00
                 95%                                       0.50
              Below 90%                                    0.00

        *Interpolate at intermediate results.


            5.0  MARKETING BUSINESS UNIT PERFORMANCE CRITERIA

The MARKETING PERFORMANCE of the marketing organization is
measured by five indices which are weighted to yield a single
performance factor.  These five indices are the annual marketing
objective, the annual account management objective, the electric
market share objective, the energy market share objective, and
the loyalty objective.  These indices are weighted at 50%, 25%,
5%, 5%, and 15%, respectively, for computation of a single
performance factor.

The description of each of these indices and the performance
factor computation methodology is as follows:

5.1     ACHIEVEMENT OF THE ANNUAL MARKETING OBJECTIVE is measured by
        comparing actual performance against marketing objectives
        for the current year.  Marketing objectives are expressed as
        a collection of product goals which are weighted in value
        through the assignment of Smart Point equivalents. 
        Marketing objective performance is computed by dividing the
        total Smart Points earned by the Smart Point goals assigned. 
        The total Smart Points assigned for 1996 is 6,496,398.  The
        performance factor is calculated in accordance with the
        following payment schedule.

                            MARKETING BUSINESS UNIT
                         TARGET AWARD PAYMENT SCHEDULE
                          ANNUAL MARKETING OBJECTIVE

        Results as % of Goal                        Performance Factor*
        --------------------                        -------------------

              Over 110%                                    1.50
                105%                                       1.25
                100%                                       1.00
                 95%                                       0.50
              Below 90%                                    0.00

        *Interpolate at intermediate results.

        Example:  If 105% of the marketing goals has been achieved,
        the performance factor is 1.25.  If 108% has been attained,
        the performance factor would be calculated as follows:

              [(108%-105%)/(110%-105%) x 0.25] + 1.25 = 1.40

5.2     ACHIEVEMENT OF THE ANNUAL ACCOUNT MANAGEMENT OBJECTIVE is
        measured by comparing actual performance with account
        objectives for the current year.  Account management
        objectives are expressed as a collection of loyalty-
        enhancing activities, including identification of decisions
        groups, development of business plans, customer presentation
        and agreements, and implementation of two or more business
        plan items with designated customers.  These activities are
        weighted in value through the assignment of point
        equivalents as function of assigned customers.  Account
        management objective performance is computed as per the
        following tables, which are preset to result in a 100 point
        base for easy conversion to percentage attainment.

                         NATIONAL ACCOUNT MANAGEMENT

                                                       Maximum   Actual
           Measurement         Goal   Accomplishment    Score    Score*
           -----------         ----   --------------   -------   ------

          Compl. Interv.        70                        20
            Meter Maps          50                        10
        ID Decision Groups      50                        20
          Business Plans        25                        35
        Cust. Pres. & Agree.    25                        15
          Bus Plan Impl.        15                        10
              Total                                      110

        *(Accomplishment/Goal) x Maximum Score = Actual Score (not
        to exceed maximum score)

                          KEY ACCOUNT MANAGEMENT

                                                       Maximum   Actual
           Measurement         Goal   Accomplishment    Score    Score*
           -----------         ----   --------------   -------   ------

        ID Decision Groups     170                        20
          Business Plans       136                        50
        Cust. Pres & Agree.    110                        30
          Business Plans        50                        10
              Total                                      110               

        *(Accomplishment/Goal) x Maximum Score = Actual Score (not
        to exceed maximum score)

        The results for key and national accounts are then weighted
        3:1, respectively.  The resulting percentage achievement is
        utilized in the following payment schedule to determine the
        composite account management performance measure for this
        index.

                             MARKETING BUSINESS UNIT
                          TARGET AWARD PAYMENT SCHEDULE
                          ACCOUNT MANAGEMENT OBJECTIVE

               Results as % of Goal          Performance Factor*
               --------------------          -------------------

                    Over 110%                       1.50
                       105%                         1.25
                       100%                         1.00
                        95%                         0.50
                    Below 90%                       0.00

        *Interpolate at intermediate performance

5.3     ACHIEVEMENT OF THE MARKET SHARE OF ELECTRICITY OBJECTIVE is
        measured by comparing the actual market share performance of
        retail electricity sales against the market share of
        electricity objectives for the current year.  Market share
        of electricity is computed by dividing the AEP total retail
        electricity sales by the electricity consumed by ultimate
        consumers in the 15 state regional market with both values
        expressed in kWh units.  The performance measure for this
        index will be computed in accordance with the following
        payment schedule.

                           MARKETING BUSINESS UNIT
                        TARGET AWARD PAYMENT SCHEDULE
                         MARKET SHARE OF ELECTRICITY

          Results (market share %)             Performance Factor*
          ------------------------             -------------------

                 Over 8.25%                            1.50
                   8.20%                               1.25
                   8.15%                               1.00
                   8.00%                               0.50
                 Below 7.90%                           0.00

        *Interpolate at intermediate performance

5.4     ACHIEVEMENT OF THE MARKET SHARE OF ENERGY OBJECTIVE is
        measured by comparing the actual market share performance of
        retail energy sales against the market share of electricity
        objectives for the current year.  Market share of energy is
        computed by dividing the AEP total retail energy sales by
        the energy consumed in the 15 state regional market with
        both values expressed in Btu equivalents.  The performance
        measure for this index will be computed in accordance with
        the following payment schedule.

                           MARKETING BUSINESS UNIT
                        TARGET AWARD PAYMENT SCHEDULE
                           MARKET SHARE OF ENERGY

          Results (market share %)             Performance Factor*
          ------------------------             -------------------

                 Over 3.25%                            1.50
                   3.20%                               1.25
                   3.15%                               1.00
                   3.05%                               0.50
                Below 3.00%                            0.00

        *Interpolate at intermediate performance

5.5     ACHIEVEMENT OF THE LOYALTY OBJECTIVE is measured by
        comparing the actual performance against loyalty objectives
        for the current year.  The loyalty objective performance
        will be based on a weighted average of the performance
        factors of the National Key Account Benchmark study by TQS
        Research (TQS), the Commercial and Industrial Customer
        Satisfaction Study by RKS Research and Consulting (RKS), and
        the Corporate Positioning and Communication Tracking Study
        by Market Strategies, Inc. (MSI) survey instruments in
        proportions of 61.3%, 28.5%, and 10.2%, respectively.  The
        TQS, RKS, and MSI represent the key accounts, major
        accounts, and residential segments, respectively.  The
        "Customer Loyalty - Electric" score will be utilized from
        the TQS study, the "Customer Assessment Score" will be
        utilized from the RKS study and the "Overall Satisfaction"
        score will utilized from the MSI study.  The performance
        factor for each instrument will be computed in accordance
        with the following payment schedules.  Note that while a
        percentile approach is preferred in the computation of a
        performance factor with all three of the instruments, a raw
        score is utilized in the RKS instrument as the timing of the
        study is not anticipated to permit comparison to other
        utilities' scores.

                           MARKETING BUSINESS UNIT
                   QS AND MSI TARGET AWARD PAYMENT SCHEDULE

                              TQS AND MSI SCORE

          Results (market share %)               Performance Factor*
          ------------------------               -------------------

                  Top 10%                                1.50
                    15%                                  1.25
                    20%                                  1.00
                    25%                                  0.50
                 Bottom 70%                              0.00

        *Interpolate at intermediate performance

                             MARKETING BUSINESS UNIT
                        RKS TARGET AWARD PAYMENT SCHEDULE

                                   RKS SCORE

          Customer Acceptance Score              Performance Factor*
          -------------------------              -------------------

                 Over 3.2%                               1.50
                    3.1%                                 1.25
                    3.0%                                 1.00
                    2.9%                                 0.50
                Below 2.85%                              0.00

        *Interpolate at intermediate performance

        The use of the RKS instrument is dependent on receiving
        results prior to computation of the annual MICP results.  In
        the event this information is unavailable, the performance
        measures of the TQS and MSI will be computed as a weighed
        average in the proportions 85.7% and 14.3%, respectively.


                       6.0  POWER PLANT MANAGERS

Incentive awards for Power Plant managers are from two sources:

- -       AEP Corporate performance - weighted 25%; and
- -       Performance as determined by Power Plant Incentive
        Compensation Plan - weighted 75%.


                 7.0  REGION PLANT SERVICES MANAGERS AND
                      PRODUCTIONS SERVICES MANAGERS

Incentive awards for the managers of the Northern and Southern
Region Plant Services are from two sources:

- -       AEP Corporate performance - weighted 25%; and 
- -       Performance as determined by the Region Plant Services
        Incentive Compensation Plan - weighted 75%.


                  8.0  CENTRAL MACHINE SHOP MANAGER

Incentive awards for the Central Machine Shop Manager are from
two sources:

- -       AEP Corporate performance - weighted 25%; and
- -       Performance as determined by the Central Machine Shop
        Incentive Compensation Plan - weighted 75%.


                 9.0  FUEL SUPPLY PERFORMANCE CRITERIA

There are three overall Fuel Supply performance measures, which
are weighted to determine a single Fuel Supply performance
factor.  These are as follows:

- -       Adjusted cost of coal produced from affiliated mines,
        measured by cents per million BTU (cents/MM BTU) for the current
        year as reduced to reflect extraordinary costs due to
        downsizing and/or other special expenses and a volume
        adjustment of 55cents/MM BTU for variance from budgeted tons -
        weighted at 50%; and

- -       Performance relative to the PUCO negotiated EFC cap -
        weighted at 25%; and

- -       Safety incidence rate as a percent of the industry incidence
        rate for the current year - weighted at 25%.

The following describes each in greater detail.

9.1     ADJUSTED COST OF COAL PRODUCED FROM AFFILIATED MINES - The
        adjusted cost of coal produced as measured by cents/MM BTU is a
        measure of how efficiently affiliated mines produce clean
        coal for use in the System's power plants.  Performance
        factors relate to achievement as follows:

                FUEL SUPPLY TARGET AWARD PAYMENT SCHEDULE
                           AFFILIATED MINE COSTS

                Cents/MM BTU          Performance Factor*
                ------------          -------------------

               154.3 or lower                1.50
                    156.3                    1.25
                    158.3                    1.00
                    160.3                    0.75
                    162.3                    0.50
                    164.3                    0.25
              166.3 or higher                0.00

        *Interpolate at intermediate performance.

9.2     PUCO CAP PERFORMANCE - The PUCO cap performance measures the
        amount of operating loss as defined in the Settlement
        Agreement dated February 28, 1995.

                   FUEL SUPPLY TARGET AWARD PAYMENT SCHEDULE
                              PUCO CAP PERFORMANCE

                Cap Performance             Performance Factor*
                ---------------             -------------------

                  $5.0 million                      1.50
                  $7.5 million                      1.25
                 $10.0 million                      1.00
                 $12.5 million                      0.75
                 $15.0 million                      0.50
                 $17.5 million                      0.25
             More than $20 million                  0.00

        *Interpolate at intermediate performance

9.3     SAFETY PERFORMANCE - Achievement of the safety objective is
        measured by comparing the incidence rate for the current
        year with the comparable coal industry incidence rate
        (including Fuel Supply).  Performance factors relate to
        achievement as follows:

                   FUEL SUPPLY TARGET AWARD PAYMENT SCHEDULE
                   SAFETY - INCIDENCE RATE VS. COAL INDUSTRY

              Incidence Rate - 
           Percent Industry Rate                Performance Factor*
           ---------------------                -------------------

                55 or lower                             1.50
                    65                                  1.25
                    75                                  1.00
                    85                                   .75
                    90                                   .50
                    95                                   .25
               higher than 95                              0

        *Interpolate at intermediate performance.

        Example:  If Fuel Supply's incidence rate were 92% of the
        coal industry rate, the performance factor is:

              [(95%-92%)/(95%-90%) x 0.25] + .25 = .40

9.4     SENIOR VICE PRESIDENT AND SENIOR STAFF-FUEL SUPPLY -
        DELIVERED FUEL PRICES

        In addition to the awards allocated to Corporate performance
        and Fuel Supply performance, the Senior Vice President and
        Senior Staff-Fuel Supply are assigned a 25% award allocated
        to delivered fuel prices.  (See Page A-4 for the target
        award payment schedule.)

9.5     VICE PRESIDENT - FUEL PROCUREMENT

        In addition to the Corporate performance measures weighted
        25% and the overall Fuel Supply performance measure weighted
        20%, the Vice President - Fuel Procurement has a single
        Department performance weighing of 50% for delivered fuel
        prices.

        Tables showing the performance factors and how they relate
        to achievement begin on page A-5 of the Addendum.

9.6     GENERAL MINE MANAGERS/GENERAL SUPERINTENDENT (MEIGS)
        MEASURES

        In addition to the Corporate performance measures weighted
        25% and the overall Fuel Supply performance measures
        weighted 25%, the Fuel Supply General Mine Managers and
        General Superintendent (Meigs) have two Division/Mine
        performance measures which are weighted to determine a
        single Division/Mine performance award weighing of 50% for
        the mines for which they are responsible.  These are as
        follows:

        -     Adjusted cost of coal produced from affiliated mines,
              measured by cents per million BTU (cents/MM BTU) for the
              current year as reduced to reflect extraordinary costs
              due to downsizing and/or other special expenses, and a
              +/- volume adjustment of $.55/MM BTU for variance from
              budgeted tons - weighted at 75%; and

        -     Safety incidence rate for the current year as a percent
              of the comparable industry incidence rate for either
              underground or surface mines (whichever is applicable) -
              weighted at 25%.

        Tables showing the performance factors and how they relate
        to achievement begin on page A-6 of the Addendum.

        The performance factor shall be zero for any mine whose lost
        workdays charged for any single occurrence total 6,000 days
        or higher.

9.7     MANAGER - RIVER TRANSPORTATION MEASURES - The Manager-River
        Transportation has, in addition to the overall Corporate
        performance measures weighted 25%, two Department perform-
        ance measures which are weighted to determine a single
        Department performance weighing of 75% for River
        Transportation.  These are:

        -     Operating costs measured by adjusted mils per ton mile
              (mils/ton mile - $0.00x) for the current year, excluding
              cost for fuel, associated taxes and other fixed and
              special expenses, as approved by the SVP-Fuel Supply,
              with a +/- volume adjustment of 1.55 mils/ton mile for
              variance from budgeted mils per ton mile - weighted 75%;
              and

        -     Safety incidence rate for the current year as a percent
              of the most recently published incidence rate for the
              water transportation industry - weighted 25%.

        The performance factor shall be zero for any operation whose
        lost workdays charged for any single occurrence total 6,000
        days or higher.

        Tables showing the performance factors and how they relate
        to achievement are on page A-9 of the Addendum.

9.8     MANAGER - COOK COAL TERMINAL MEASURES - The Manager-Cook
        Coal Terminal (CCT) has, in addition to the overall
        Corporate performance measures weighted 25%, two Department
        performance measures which are weighted to determine a
        single Department performance weighing of 75% for Cook Coal
        Terminal.  These are:

        -     Operating costs measured by adjusted cost per ton of
              affiliated coal transloaded less other fixed and special
              expenses (e.g., harbor dredging), as approved by the SVP-
              Fuel Supply, +/- adjustment volumes times $.28/ton -
              weighted 75%; and

        -     Safety incidence rate at CCT for the current year as a
              percent of the most recently published incidence rate for
              the coal preparation plants - weighted 25%.

        The performance factor shall be zero for any operation whose
        lost workdays charged for any single occurrence total 6,000
        days or higher.

        Tables showing the performance factors and how they relate
        to achievement are on page A-10.

9.9       MANAGING DIRECTOR - TRANSPORTATION - In addition to the
          Corporate performance measures weighted 25% and the overall
          Fuel Supply performance measure weighted 20%, there are two
          overall transportation department performance criteria
          which are weighted to determine a single department
          performance factor.  These are:

          -     Transportation cost of fuel delivered comprised of
                performance at Cook Coal Terminal (adjusted cost per
                ton), River Transportation (adjusted cost per ton mile)
                and delivered fuel prices - each weighted 25%; and

          -     Safety incidence rate at River Transportation and Cook
                Coal for the current year as a percent of the most
                recently published comparable industry rate for each
                location (RTD vs water transportation industry; CCT vs
                coal preparation plants) - each weighted 12.5%.

          Tables showing the performance factors and how they relate
          to achievement are on page A-11.

9.10      SENIOR VICE PRESIDENT, VICE PRESIDENTS, SENIOR STAFF-FUEL
          SUPPLY, AND MANAGING DIRECTOR-TRANSPORTATION

          In addition to other measures, the Lancaster based
          participants are assigned a 5% award allocated to Power
          Generation Production Costs.  The Power Generation
          Production Cost measures the cost of fuel consumed and the
          operating and maintenance costs at the fossil power plants. 
          (See page A-6 for the target award payment schedule.)


           10.0  POWER GENERATION PERFORMANCE CRITERIA

There are five performance criteria that are used as part of the
power plant and power plant technical support portion of the
performance for Power Generation Group.  The participant's
function within the organization determines the performance
criteria weighting.

Tables showing the performance factors and how they relate to
achievement begin on page A-13 of the Addendum.


            11.0  DEPARTMENT/BUSINESS UNIT OBJECTIVES

Performance criteria, with appropriate weightings, may be
established each year based on agreed objectives in each
department/business unit.

The performance rating scale is similar to those used in other
measures, with ratings from 0 to 1.5, and 1.0 as target
performance.  Department/Business Unit Heads who set objectives
which are subjective in nature will determine the degree of
accomplishment in accordance with the 0 to 1.5 scale, taking into
consideration such factors as timeliness, degree of
accomplishment, acceptability of results, etc.

In situations where a participant who has been assigned
objectives leaves the position during a Plan year, his successor
will generally assume the same objectives and both participants
will share the final performance factor score.


                    12.0  THE MICP IN ACTION

Following is an illustration to demonstrate the mechanics of the
MICP.  For purposes of this example, assume that an Energy
Distribution Region Manager with annual base salary earnings of
$100,000 has a target award of 20%, or $20,000.  This
individual's target award is allocated among the following
performance criteria:

          -     AEP Corporate Performance:  50%, or $10,000
          -     Energy Distribution Region: 50%, or $10,000

12.1      In determining the AEP Corporate portion of the MICP award,
          results are measured for three separate Corporate
          performance criteria to arrive at a single Corporate
          performance factor.  ROE is measured in two ways, averaged,
          and given a 25% weighing; Total Investor Return (TIR) is
          given a 25% weighing; and Realization Ratio is given a 50%
          weighing.

                ROE            14% actual ROE               =  1.00
                               S&P ranking (7th)            =  1.40
                               --------------------------
                               Average                         1.20  x  25%  =  .30

                TIR            S&P ranking (12th)           =   .80  x  25%  =  .20

                Realization
                  Ratio        AEP ratio (.80)              =  1.25  x  50%  =  .625

                               Corporate Performance Factor                  = 1.125

                The AEP Corporate award, then, is 1.125 x $10,000, or $11,250.

12.2      In determining the Energy Distribution Region's portion of
          the MICP award, results are measured against six Energy
          Distribution performance criteria to arrive at the Region's
          performance factor.

          Customer             Result
            Satisfaction       TQS/MSI  =  15% (1.25)  = 1.20  x 20% =   0.24
            & Loyalty          RSK      =  2.95 (0.75)

          Safety
            Performance        Result   =  0.70        = 1.50  x 20% =   0.30

          O&M Expense
            Performance
            vs. Budget         Result   =   93%        = 1.25  x 20% =   0.25

          M&S Inventory
            Reduction          Result   =   75%        = 0.75  x 10% =   0.075

          Customer Service
            Reliability        Result   =  105%        = 0.50  x 20% =   0.10

          Index Marketing
            Performance        Result   =  100%        = 1.00  x 10% =   0.10
                                                                        ======
                Energy Distribution Performance Factor               =  1.065

          The Energy Distribution Business Unit Award, then, is 1.065 x $10,000
          or $10,650.

12.3      The Energy Distribution Region Manager in our example
          earned a total award of $20,700, as follows:

          -     AEP Corporate                                $11,250.00
          -     Energy Distribution Business Unit             10,650.00

                                                             $21,900.00

          Of that amount, 80%, or $17,520.00 is paid during the first
          part of the following year, assuming the participant has
          not elected to defer receipt of that payment under Section
          16.2.  The balance, $4,380.00, is deferred in AEP common
          stock units for three years.  (No actual shares of stock
          are purchased--the amount deferred is merely treated as if
          shares had been purchased with these funds.)  During that
          time dividends, which are credited on the deferred stock
          units, are used to "purchase" additional deferred stock
          units.  After three years, the individual will receive a
          cash payment in the amount of the deferred units' value,
          which shall be equal to the average daily high and low
          market price of AEP common stock for the quarter preceding
          the payment date.(See page A-1 in the Addendum for further
          details.)  A participant may elect to defer the 20% award
          beyond the mandatory three years in accordance with Section
          16.2.


                        13.0  PAYMENT RIGHTS AT TERMINATION
                                OF ACTIVE EMPLOYMENT

13.1      TERMINATION AFTER COMPLETION OF PLAN YEAR - A participant
          who is actively employed on December 31 of the Plan year is
          entitled to receive the regular cash award (80%) for that
          year and, if applicable, the value of his prior deferred
          award that has met the three calendar year requirement. 
          For example, an employee who is actively employed on
          12/31/96, and subsequently terminates is entitled to the
          80% cash award for Plan year 1996, and if applicable, the
          value of any 1993 Plan year deferred amount.

          Alternatively, a participant may elect to defer receipt of
          awards in accordance with Section 16.2.

13.2      TERMINATION DUE TO DEATH, RETIREMENT, OR DISABILITY - If a
          participant should leave active employment during a Plan
          year because of death, retirement, or disability, the award
          will be pro-rated based on the time the participant was
          actively employed in positions covered by the Plan during
          that year.  Full payment of 100% of the pro-rated award
          will be made as soon as practicable in the following year.

          The mandatory deferrals of the 20% portions of any awards
          are normally paid as soon as practicable after the
          participant's death, retirement, or disability.   For
          purposes of this Plan, disability shall mean the employee
          meets the definition of permanent and total disability
          under the AEP System Retirement Plan.  For purposes of this
          Section 13.2 and Section 13.4, "retirement" occurs on the
          date an employee who is at least age 55 and who has five or
          more years of vesting service, ceases active employment
          with the company.

          In situations where a participant retires, plan
          participation ends on the date that full control and
          responsibility for the function ceased.  The manager who is
          on vacation prior to and extending immediately into
          retirement has effectively ended his responsibility for
          managing the unit.

          Upon the death of an active or terminated participant, all
          deferred awards are immediately payable to the
          participant's surviving spouse.  If the participant's
          spouse is not living, the deferred awards are immediately
          payable to the participant's estate.

13.3      INVOLUNTARY TERMINATION DURING PLAN YEAR - If a participant
          is involuntarily terminated from employment during a Plan
          year because of (1) the permanent closing of an office,
          plant or other facility, or (2) as a direct result of
          restructuring, consolidation, change in control of the
          corporation or downsizing, the award will be pro-rated
          based on the time the participant was actively employed in
          positions covered by the Plan during that year.  Full
          payment of 100% of the pro-rated award will  be made as
          soon as practicable in the following year.  Deferred awards
          are payable as soon as practicable after the participant's
          involuntary termination.

13.4      Any potential award for the current Plan year, and all
          mandatory deferrals of the 20% portions of any awards that
          have not met the three calendar year requirement pursuant
          to Section 16.1, are forfeited when a participant
          terminates active employment during the Plan year for
          reasons other than (1) death, retirement, disability, or
          (2) involuntary termination as described in Section 13.3.


                14.0  CHANGES IN SALARY/POSITION/PARTICIPATION

Awards are paid as a percentage of the performance year's annual
base earnings, including merit and promotional increases.

In situations where participation changes as a result of job
assignment, the employee will be entitled to a pro-rata share of
any incentive award earned during the period he or she is
employed in a position covered by the Plan.

In the event an MICP participant is transferred from a position
covered by the Plan to another such covered position within the
AEP System, the participant will be entitled to a pro-rata share
of any incentive award earned during the period he or she is
employed in each of the positions.

If the participant is subject to different target awards as a
percent of base salary in the same performance year, each target
award percentage will be applied to the base salary earned during
the period employed in the related position.


                      15.0  PLAN ADMINISTRATION

The MICP is administered by the Human Resources Committee of the
American Electric Power Company, Inc. Board of Directors through
the Executive Compensation Committee of AEPSC.  Subject to the
approval of the Chief Executive Officer, the Executive
Compensation Committee's interpretation of the Plan's provisions
are conclusive and binding on all participants.  Participation in
the MICP in any Plan year shall not be viewed as conferring any
right to continued employment, or to continued participation in
the MICP.

Subject to the approval of the Chief Executive Officer, the
Executive Compensation Committee of AEPSC may vary performance
criteria, weights, and/or performance factor schedules from time
to time when appropriate, enlarge or diminish the number of
participants, or make other adjustments or amendments to improve
the workings of the Plan.

The Board of Directors reserves a right to amend or terminate the
MICP.  Amendment or termination of the Plan will not adversely
affect any funds deferred into stock unit accounts prior to the
amendment or termination.

For good and sufficient cause, on petition by a senior officer of
the Company, and with the approval of the Chief Executive
Officer, any performance factor(s) for any participant(s) may be
varied not more than plus or minus 25% to reflect exceptional
circumstance.


            16.0  MICP AWARD DISTRIBUTIONS AND DEFERRALS

16.1      When all of the necessary data are available after the end
          of the Plan year, performance results will be calculated
          and awards made as soon as practicable. Unless the
          participant has made an election to defer receipt of an
          additional portion of the entire award in accordance with
          Section 16.2, eighty percent of the award earned will be
          paid in cash.  Twenty percent of any awards made under the
          MICP will be deferred.  All deferrals are invested in AEP
          stock unit accounts.  No AEP stock is actually purchased --
          the amount deferred is treated as if actual shares had been
          purchased.

          The number of stock units is determined by dividing the
          amount deferred by the average of the daily high and low
          AEP common stock prices during the Plan year in which the
          incentive award was earned.

          An amount equal to AEP common stock dividends is credited
          on the date payable each calendar quarter commencing with
          the first quarter of the year following the year in which
          the award was earned.  Those amounts are "reinvested" to
          "purchase" additional deferred stock units at the average
          of the daily high and low market price for the quarter in
          which the stock dividend applies.

          Amounts deferred in stock units are payable in cash to
          participants after the end of three calendar years
          following the end of the year for which the 80% portion of
          the award was scheduled to be paid.  However, a participant
          may elect to defer receipt as outlined in Section 16.2.

          The value of stock units paid is based on the average daily
          high and low market price of AEP common stock for the
          quarter immediately preceding the date of payment.

          Because amounts held in deferred stock unit accounts do not
          involve the actual purchase of stock, Plan participants are
          not entitled to voting or certain other rights applicable
          to an actual shareholder.

          Amounts held in deferred stock unit accounts may not be
          assigned, transferred, or pledged by a Plan participant nor
          will they be subject to execution, attachment or other
          similar process.

          If the Executive Compensation Committee determines that the
          occurrence of any merger, reclassification, consolidation,
          recapitalization, stock dividend or stock split requires an
          adjustment in order to preserve the benefits intended under
          the Plan, then the Committee may, in its discretion, make
          equitable proportionate adjustments in the number of
          deferred stock units held by participants.

16.2      Elections to defer receipt of a portion of the Plan's 80%
          cash award (up to the full amount) or any previously
          deferred 20% awards must be executed one year prior to the
          date each award would otherwise be payable.  The initial
          elective deferral period is one 3-year term for the 80%
          cash award.  Subsequent deferrals, following the initial
          deferral period, shall apply to the aggregate amounts
          initially deferred and shall be for periods of not less
          than one year; however, if the participant's elective
          deferral period extends beyond the participant's employment
          termination date and the participant's termination occurred
          under circumstances other than those described in Section
          13.3, payment will be made no later than five years after
          the participant's termination of employment.

          All amounts deferred in accordance with the preceding are
          reinvested in AEP stock unit accounts described in Section
          16.1.


                 17.0  POSSIBLE ADJUSTMENTS TO CORPORATE
                              PERFORMANCE DATA

If estimated data are required to calculate corporate performance
awards, or if corrections are made to data previously reported as
final, adjustments to awards may be made when final data are
available.


                   18.0  FUEL SUPPLY PAYMENT SCHEDULES

18.1      SENIOR VICE PRESIDENT - FUEL SUPPLY

18.2      FUEL SUPPLY TARGET AWARD PAYMENT SCHEDULE

                           DELIVERED FUEL PRICES

                 Cents/MM BTU           Performance Factor*
                 ------------           -------------------

                     135.0                     1.50
                     136.5                     1.25
                     138.0                     1.00
                     139.5                     0.75
                     141.0                     0.50
                     142.5                     0.25
                     144.0                     0.00

           *Interpolate at intermediate performance.

18.3       VICE PRESIDENT - FUEL PROCUREMENT

18.4       Fuel Supply Target Award Payment Schedule

                          DELIVERED FUEL PRICES

                Cents/MM BTU           Performance Factor*
                ------------           -------------------

                    135.0                      1.50
                    136.5                      1.25
                    138.0                      1.00
                    139.5                      0.75
                    141.0                      0.50
                    142.5                      0.25
                    144.0                      0.00

           *Interpolate at intermediate performance.

18.5       FUEL SUPPLY TARGET AWARD PAYMENT SCHEDULE

                     POWER GENERATION PRODUCTION COST

                mils/KWH                 Performance Factor*
                --------                 -------------------

             16.78 or lower                     1.50
                  16.98                         1.25
                  17.18                         1.00
                  17.38                         0.50
                  17.58                         0.00

           *Interpolate at intermediate performance. 

18.6       GENERAL MINE MANAGERS/GENERAL SUPERINTENDENT (MEIGS)

18.7       SOUTHERN OHIO COAL COMPANY - MEIGS

                       ADJUSTED COST OF COAL PRODUCED

                 Cents/MM BTU             Performance Factor*
                 ------------             -------------------

                150.4 or lower                   1.50
                     152.4                       1.25
                     154.4                       1.00
                     156.4                       0.75
                     158.4                       0.50
                     160.4                       0.25
                162.4 or higher                  0.00

           *Interpolate at intermediate performance.

18.8       CENTRAL OHIO COAL COMPANY

                       ADJUSTED COST OF COAL PRODUCED

               Cents/MM BTU               Performance Factor*
               ------------               -------------------

              226.4 or lower                     1.50
                   228.4                         1.25
                   230.4                         1.00
                   232.4                         0.75
                   234.4                         0.50
                   236.4                         0.25
              238.4 or higher                    0.00

           *Interpolate at intermediate performance.

18.9       WINDSOR COAL COMPANY

                       ADJUSTED COST OF COAL PRODUCED

                Cents/MM BTU              Performance Factor*
                ------------              -------------------

               127.2 or lower                    1.50
                    129.2                        1.25
                    131.2                        1.00
                    133.2                        0.75
                    135.5                        0.50
                    137.2                        0.25
               139.2 or higher                   0.00

           *Interpolate at intermediate performance.

18.10      ALL COAL MINES

                           SAFETY INCIDENCE RATE

                 Incidence Rate -
              Percent Industry Rate        Performance Factor*
              ---------------------        -------------------

                   55 or lower                    1.50
                       65                         1.25
                       75                         1.00
                       85                         0.75
                       90                         0.50
                       95                         0.25
                  Higher than 95                  0.00

           *Interpolate at intermediate performance.

18.11      MANAGER - RIVER TRANSPORTATION

18.12      RIVER TRANSPORTATION

                          OPERATING COST PER TON MILE

               Mils/Ton Mile
                  ($.00x)                  Performance Factor*
               -------------               -------------------

               4.07 or lower                      1.50
                   4.12                           1.25
                   4.17                           1.00
                   4.22                           0.75
                   4.27                           0.50
                   4.32                           0.25
               4.37 or higher                     0.00

           *Interpolate at intermediate performance.

18.13      RIVER TRANSPORTATION

                              SAFETY INCIDENCE RATE

                 Incidence Rate -
                  % Industry Rate           Performance Factor*
                 ----------------           -------------------

                   55 or lower                     1.50
                       65                          1.25
                       75                          1.00
                       85                          0.75
                       90                          0.50
                       95                          0.25
                  Higher than 95                   0.00

           *Interpolate at intermediate performance.

18.14      MANAGER - COOK COAL TERMINAL

18.15  COOK COAL TERMINAL

                             ADJUSTED COST PER TON

                Adjusted Cost per Ton          Performance Factor*
                ---------------------          -------------------

                   $1.47 or better                    1.50
                        $1.49                         1.25
                        $1.51                         1.00
                        $1.53                         0.75
                        $1.55                         0.50
                        $1.57                         0.25
                   $1.59 or higher                    0.00

           *Interpolate at intermediate performance.

18.16      COOK COAL TERMINAL

                            SAFETY INCIDENCE RATE

                  Incidence Rate -
                  % Industry Rate          Performance Factor*
                  ----------------         -------------------

                    55 or better                  1.50
                        65                        1.25
                        75                        1.00
                        85                        0.75
                        90                        0.50
                        95                        0.25
                   Higher than 95                 0.00

           *Interpolate at intermediate performance.

18.17      MANAGING DIRECTOR - TRANSPORTATION

18.18      COOK COAL TERMINAL

                             ADJUSTED COST PER TON

                 Adjusted Cost Ton           Performance Factor*
                 -----------------           -------------------

                  $1.47 or better                   1.50
                       $1.49                        1.25
                       $1.51                        1.00
                       $1.53                        0.75
                       $1.55                        0.50
                       $1.57                        0.25
                  $1.59 or higher                   0.00

          *Interpolate at intermediate performance.

18.19      RIVER TRANSPORTATION

                           OPERATING COST PER TON MILE

               Mils/Ton Mile ($.00x)           Performance Factor*
               ---------------------           -------------------

                   4.07 or lower                      1.50
                       4.12                           1.25
                       4.17                           1.00
                       4.22                           0.75
                       4.27                           0.50
                       4.32                           0.25
                   4.37 or higher                     0.00

           *Interpolate at intermediate performance.

18.20      DELIVERED FUEL PRICES

                  Cents/MM BTU                 Performance Factor*
                  ------------                 -------------------

                      135.0                           1.50
                      136.5                           1.25
                      138.0                           1.00
                      139.5                           0.75
                      141.0                           0.50
                      142.5                           0.25
                Higher than 144.0                     0.00

           *Interpolate at intermediate performance

18.21      RIVER TRANSPORTATION AND COOK COAL TERMINAL

                         SAFETY INCIDENCE RATE

               Incidence Rate -
               % Industry Rate        Performance Factor*
               ----------------       -------------------

                  55 or lower                1.50
                      65                     1.25
                      75                     1.00
                      85                     0.75
                      90                     0.50
                      95                     0.25
                 Higher than 95              0.00

           *Interpolate at intermediate performance


                    19.0  POWER GENERATION DEPARTMENT/
                     BUSINESS UNIT PAYMENT SCHEDULES

19.1       O&M EXPENDITURE

                  Actual O&M (Mils/KWH)         Performance Factor*
                  ---------------------         -------------------

                      3.29 or lower                     1.50
                          3.34                          1.25
                          3.39                          1.00
                          3.44                          0.50
                      3.49 or higher                    0.00

           *Interpolate at intermediate performance

19.2       POWER GENERATION PRODUCTION COST

                  Actual O&M (Mils/KWH)          Performance Factor*
                  ---------------------          -------------------

                     16.78 or lower                      1.50
                         16.98                           1.25
                         17.18                           1.00
                         17.38                           0.50
                     17.59 or higher                     0.00

           *Interpolate at intermediate performance.

19.3       CAPITAL EXPENDITURES

                    Actual Capital
                Exenditures ($ Million)          Performance Factor*
                -----------------------          -------------------

                    135.5 or lower                       1.50
                        140.3                            1.25
                        145.3                            1.00
                        150.3                            0.50
                   155.4 or higher                       0.00

           *Interpolate at intermediate performance

19.4       EQUIVALENT AVAILABILITY

               Equivalent Availability (%)       Performance Factor*
               ---------------------------       -------------------

                          84.0                           1.50
                          82.0                           1.25
                          80.0                           1.00
                          78.0                           0.75
                          76.0                           0.50
                      74.0 or lower                      0.00

           *Interpolate at intermediate performance

19.5       HEAT RATE

                  Heat Rate (BTU/KWH)             Performance Factor*
                  -------------------             -------------------

                         9,655                            1.50
                         9,663                            1.25
                         9,670                            1.00
                         9,677                            0.75
                         9,685                            0.50
                    9,700 or Higher                       0.00

           *Interpolate at intermediate performance.

</TABLE>

<TABLE>
                                                                                                        EXHIBIT 12
                         APPALACHIAN POWER COMPANY
      Computation of Consolidated Ratio of Earnings to Fixed Charges
                     (in thousands except ratio data)
<CAPTION>
                                                                                                           Twelve
                                                                                                           Months
                                                                    Year Ended December 31,                Ended
                                                      1991       1992      1993      1994        1995      6/30/96  
 <S>                                               <C>        <C>        <C>       <C>         <C>         <C>
 Fixed Charges:                                                                                       
   Interest on First Mortgage Bonds. . . . . . . . $ 72,800   $ 84,177   $ 80,472  $ 75,815    $ 80,777    $ 82,857
   Interest on Other Long-term Debt. . . . . . . .   18,282     17,986     16,846    16,415      16,404      16,259
   Interest on Short-term Debt . . . . . . . . . .    3,089      1,792      1,615     3,366       5,119       4,916
   Miscellaneous Interest Charges. . . . . . . . .    3,011      2,617      2,954     3,913       5,323       7,050
   Estimated Interest Element in Lease Rentals . .    5,700      6,700      7,900     7,700       7,000       7,000
        Total Fixed Charges. . . . . . . . . . . . $102,882   $113,272   $109,787  $107,209    $114,623    $118,082
                                                                                                       
 Earnings:                                                                                             
   Net Income. . . . . . . . . . . . . . . . . . . $140,419   $131,419   $125,132  $102,345    $115,900    $137,207
   Plus Federal Income Taxes . . . . . . . . . . .   47,227     46,017     51,681    39,599      53,355      59,625
   Plus State Income Taxes . . . . . . . . . . . .    3,650      2,649      8,887     5,910       7,273       6,959
   Plus Fixed Charges (as above) . . . . . . . . .  102,882    113,272    109,787   107,209     114,623     118,082
        Total Earnings . . . . . . . . . . . . . . $294,178   $293,357   $295,487  $255,063    $291,151    $321,873
                                                                                                       
 Ratio of Earnings to Fixed Charges. . . . . . . .     2.85       2.58       2.69      2.37        2.54        2.72
</TABLE>


<TABLE> <S> <C>

<ARTICLE> UT
<CIK> 0000006879
<NAME> APPALACHIAN POWER COMPANY
<MULTIPLIER> 1,000
       
<S>                                        <C>
<PERIOD-TYPE>                              6-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               JUN-30-1996
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                    2,872,707
<OTHER-PROPERTY-AND-INVEST>                     30,111
<TOTAL-CURRENT-ASSETS>                         371,581
<TOTAL-DEFERRED-CHARGES>                        55,159
<OTHER-ASSETS>                                 430,754
<TOTAL-ASSETS>                               3,760,312
<COMMON>                                       260,458
<CAPITAL-SURPLUS-PAID-IN>                      550,419
<RETAINED-EARNINGS>                            208,399
<TOTAL-COMMON-STOCKHOLDERS-EQ>               1,019,276
                          190,082
                                     55,000
<LONG-TERM-DEBT-NET>                         1,299,447
<SHORT-TERM-NOTES>                                   0
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                       0
<LONG-TERM-DEBT-CURRENT-PORT>                        0
                          150
<CAPITAL-LEASE-OBLIGATIONS>                     33,493
<LEASES-CURRENT>                                14,884 
<OTHER-ITEMS-CAPITAL-AND-LIAB>               1,147,980
<TOT-CAPITALIZATION-AND-LIAB>                3,760,312
<GROSS-OPERATING-REVENUE>                      820,859
<INCOME-TAX-EXPENSE>                            39,260
<OTHER-OPERATING-EXPENSES>                     654,743
<TOTAL-OPERATING-EXPENSES>                     694,003
<OPERATING-INCOME-LOSS>                        126,856
<OTHER-INCOME-NET>                                 576
<INCOME-BEFORE-INTEREST-EXPEN>                 127,432
<TOTAL-INTEREST-EXPENSE>                        55,702
<NET-INCOME>                                    71,730
                      8,201
<EARNINGS-AVAILABLE-FOR-COMM>                   63,529
<COMMON-STOCK-DIVIDENDS>                        54,150
<TOTAL-INTEREST-ON-BONDS>                       41,861
<CASH-FLOW-OPERATIONS>                         136,875
<EPS-PRIMARY>                                        0<F1>
<EPS-DILUTED>                                        0<F1>
<FN>
<F1> All common stock owned by parent company; no EPS required.
</FN>
        

</TABLE>


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