SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM U-6B-2
CERTIFICATE OF NOTIFICATION
Filed by a registered holding company or subsidiary thereof pursuant
to Rule 52 adopted under the Public Utility Holding Company Act of 1935.
Certificate is filed by Ohio Power Company.
This Certificate is notice that the above-named company has issued,
renewed or guaranteed the security or securities described herein, which issue,
renewal or guaranty was exempted from the provisions of Section 6(a) of the Act
by the provisions of Section 6(b) of the Act and was neither the subject of a
Declaration or Application on Form U-1, nor included within the exemption
provided by Rule U-48.
1. Type of security or securities.
Senior Notes, Series C, Due 2004
2. Issue, renewal or guaranty.
Issuance
3. Principal amount of each security.
$ 75,000,000
4. Rate of interest per annum of each security:
7%
5. Date of issue, renewal or guaranty of each security.
September 1, 1999
6. If renewal of security, give date of original issue.
Not applicable
7. Date of maturity of each security.
July 1, 2004
8. Name of persons to whom each security was issued, renewed or guaranteed.
CEDE & Co., a nominee of The Depository Trust Company
9. Collateral given with each security.
None
10. Consideration received for each security.
Consideration received in amount of $74,233,500.
11. Application of proceeds of each security.
The net proceeds from the sale of the securities were used to redeem
certain of the Company's securities, to fund its construction
program or to repay short-term debt.
12. Indicate by a check after the applicable statement below whether the
issue, renewal or guaranty of each security was exempt from the provision
of Section 6(a) because of:
(a) the provisions contained in the first sentence of Section
6(b).
(b) the provisions contained in the fourth sentence of Section
6(b).
(c) the provisions contained in any rule of the Commission
other than Rule U-48. X
13. If the security or securities were exempt from the provisions of
Section 6(a) by virtue of the first sentence of Section 6(b), give the
figures which indicate that the security or securities aggregate
(together with all other then outstanding notes and drafts of a
maturity of nine months or less, exclusive of days of grace, as to
which such company is primarily or secondarily liable) not more than 5
per centum of the principal amount and par value of the other
securities of such company then outstanding.
Not applicable.
14. If the security or securities are exempt from the provisions of Section
6(a) because of the fourth sentence of Section 6(b), name the security
outstanding on January 1, 1935, pursuant to the term of which the security
or securities herein described have been issued.
Not applicable.
15. If the security or securities are exempt from the provisions of Section
6(a) because of any rule of the Commission other than Rule U-48, designate
the rule under which exemption is claimed.
Rule 52 relating to issuance of indebtedness by public utility
subsidiaries of registered holding companies.
OHIO POWER COMPANY
_/s/ Thomas G. Berkemeyer____
Thomas G. Berkemeyer
Assistant Secretary
Dated: September 13, 1999
