FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
OHIO POWER COMPANY
(Exact name of registrant as specified in its charter)
Ohio 31-4271000
(State of incorporation (I.R.S. Employer
or organization) Identification Number)
301 Cleveland Avenue, S.W., Canton, Ohio 44702
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange
to be so registered: on which each class
Senior Notes, is to be registered:
Series A, Due 2038 New York Stock Exchange
If this Form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective
pursuant to General Instruction A.(c), check the following box.
[X]
If this Form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(d), check the following box.
[ ]
Securities Act registration statement file number to which this
form relates:
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Item. 1. Description of Securities to be Registered.
The description of securities under the heading
"DESCRIPTION OF NEW SENIOR NOTES" in the Registrant's
Prospectus relating to the Registrant's 7-3/8% Senior
Notes, Series A, due 2038, filed pursuant to Rule 424(b)
under the Securities Act of 1933, as amended, is hereby
incorporated by reference in said Registration Statement
No. 333-49595.
Item 2. Exhibits.
1. Registration Statement on Form S-3, filed by the Company
(Registration Statement No. 333-49595) (incorporated
herein by reference).
2. Indenture, dated as of September 1, 1997, between the
Registrant and Bankers Trust Company, as Trustee, as
previously supplemented and as further supplemented by a
Company Order and Officers' Certificate, dated as of
April 29, 1998, relating to the 7-3/8% Senior Notes,
Series A, due 2038, is incorporated by reference from the
Registrant's Form S-3 Registration Statement filed with
the Securities and Exchange Commission and effective on
April 17, 1998 (Registration Statement No. 333-49595,
Exhibits 4(a), 4(b), 4(c) and 4(d)).
Exhibits heretofore filed with the Securities and
Exchange Commission and designated as set forth above are hereby
incorporated herein by reference and made a part hereof with the
same effect as if filed herewith.
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
OHIO POWER COMPANY
Date: April 27, 1998 (Registrant)
By:_/s/ G. P. Maloney_____
G. P. Maloney
Vice President
