OHIO VALLEY ELECTRIC CORP
U-1/A, 1994-08-23
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                                                 File No. 70-8335



               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C. 20549



                         AMENDMENT NO. 4
                               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)<PAGE>
     The undersigned Ohio Valley Electric Corporation ("OVEC")
hereby amends its Application or Declaration on Form U-1 in File
No. 70-8335 as follows:
     1.   By adding the following paragraph to the end of Item 1 of
said Form U-1:
          "Neither American Electric Power Company, Inc. ('AEP')
     nor any subsidiary thereof has an ownership interest in an
     exempt wholesale generator ('EWG') or foreign utility company
     ('FUCO') as defined in Sections 32 and 33 of the Act. 
     Further, none of the proceeds from the proposed transaction
     will be used by AEP or any subsidiary thereof for the
     acquisition of an interest in an EWG or a FUCO.  Additionally,
     neither AEP nor any subsidiary thereof, now or as a
     consequence of the transactions proposed herein is a party to,
     or has any rights under, a service, sales or construction
     agreement with an EWG or a FUCO."

     2.   By amending and restating Item 2. FEES, COMMISSIONS, AND
EXPENSES as follows:
          "No fees, commission or expenses have been paid or will
     be paid or incurred in connection with the proposed
     transactions, other than the Commission filing fee of $2,000
     and expenses billed at cost by American Electric Power Service
     Corporation, estimated not to exceed $7,000."



                            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:  August 23, 1994


railcars.ovc\amendu-1.#4


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