OHIO VALLEY ELECTRIC CORP
U-1/A, 1994-09-01
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                                                 File No. 70-8335



               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C. 20549



                         AMENDMENT NO. 5
                               TO
                            FORM U-1




                   APPLICATION OR DECLARATION

                            under the

           PUBLIC UTILITY HOLDING COMPANY ACT OF 1935


                              * * *


                OHIO VALLEY ELECTRIC CORPORATION
                P.O. Box 468, Piketon, Ohio 45661
           (Name of company filing this statement and
             address of principal executive offices)


                              * * *

              AMERICAN ELECTRIC POWER COMPANY, INC.
             1 Riverside Plaza, Columbus, Ohio 43215

                  ALLEGHENY POWER SYSTEM, INC.
         12 East 49th Street, New York, New York  10017
             (Name of top registered holding company
             parent of each applicant or declarant)


                              * * *

             G. P. Maloney, Executive Vice President
           AMERICAN ELECTRIC POWER SERVICE CORPORATION
             1 Riverside Plaza, Columbus, Ohio 43215


                 A. Joseph Dowd, General Counsel
           AMERICAN ELECTRIC POWER SERVICE CORPORATION
             1 Riverside Plaza, Columbus, Ohio 43215
           (Names and addresses of agents for service)



     The undersigned Ohio Valley Electric Corporation ("OVEC")
hereby amends its Application or Declaration on Form U-1 in File
No. 70-8335 as follows:
     By amending and restating the last paragraph at the end of
ITEM 1.  DESCRIPTION OF PROPOSED TRANSACTIONS:
          "It is proposed that Certificates of Notification
     under Rule 24 shall be filed quarterly with respect to
     any sublease of OVEC's railcars.  Each such certificate
     will include the following information regarding any
     sublease of railcars:  (1) the term of any sublease; (2)
     the number of cars subleased; (3) the revenues earned
     from such sublease; (4) the variable costs and
     contribution to fixed costs created by subleasing
     railcars to non-affiliates."
                            SIGNATURE
     Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this
statement to be signed on its behalf by the undersigned thereunto
duly authorized.
                         OHIO VALLEY ELECTRIC CORPORATION


                         By_/s/ G. P. Maloney____________
                              Vice President

Dated:  September 1, 1994

railcars.ovc\amendu-1.#5


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