AMENDMENT  NO. 7
                               to
                       STATION AGREEMENT
                  Dated as of  January 1, 1995
                                
                                
Amendment dated as of January 1, 1995, to Station Agreement dated as of January
1, 1968 among Ohio Power Company, an Ohio corporation (herein called "Ohio"),
Buckeye Power, Inc., an Ohio corporation not for profit (herein called
"Buckeye"), and Cardinal Operating Company, an Ohio corporation
 (herein called "Operating Company").

                       W I T N E S S E T H:
Whereas, Ohio, Buckeye and Operating Company have entered into a Station
Agreement dated January 1, 1968 and six amendments thereto dated,
 respectively, as of October 1, 1973, March 1,
1976, March 1, 1977, December 1, 1977, April 15, 1980 and June 1, 1981, with
respect to the operation of the Cardinal Station; and

Whereas, as a result of Title IV of the 1990 Clean Air Act Amendments
becoming effective January 1, 1995, Ohio, Buckeye and Operating Company
desire to effect an additional amendment to the
Station Agreement to give effect to the purpose described in the next
 preceding preamble of this
Amendment No. 7 to the Station Agreement;

NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained,
Ohio, Buckeye, and Operating Company do hereby agree as follows:

Pursuant to the Federal Energy Regulatory Commission (herein called
 "Commission") Final Rule and
Clarification of Policy Statement, issued April 26, 1995, in Docket No.
 PL95-1-000, whenever
reference is made to costs of energy under this Agreement, such costs will be
understood to include the costs of consumed emission allowances, if any,
incurred by Ohio and Buckeye (the Parties).

Emission allowance cost recovery will be governed by the following provisions.

     a)   The Parties will use the most current Market Price Index published
          by the Cantor-Fitzgerald Environmental Brokerage Services to
          establish the replacement cost of
          emission allowances each month.

          The Parties intend to monitor the performance of the Cantor-Fitzgerald
          Environmental Brokerage Service and other indicators of emission
          allowance market
          value, and reserve the right with mutual agreement to change their
          selection of such
          indicator, subject to acceptance by the Commission.

     b)   The Parties will reimburse each other for emission allowances by
          in-kind transfer of allowances.  The Party(ies) must deliver such
          allowances not later than a date
          sufficient to allow the other party to submit such allowances to
          the Federal Environmental Protection Agency (herein called "EPA").
          Based on present EPA
          requirements, The Parties will need to provide such in-kind
          settlement by January
          20th of the year following any transactions.

     c)   The generating unit(s) used to compute the number of emission
          allowances consumed
          for a transaction will be the same unit(s) used to determine the
          out-of-pocket costs associated with the energy supplied pursuant
          to the Station Agreement.

     d)   The Parties will round fractional amounts of allowances as follows:

             From 0.001 - 0.499 will be rounded to 0
             From 0.500 - 0.999 will be rounded to 1

IN WITNESS WHEREOF, the parties have caused this Amendment No. 7 to the Station
Agreement to be executed by their officers thereunto duly authorized as of
the date first above
written.

                                   OHIO POWER COMPANY

                                   By  s/ James J. Markowsky      

                                   BUCKEYE POWER, INC.

                                   By s/ Richard K. Byrne            

                                   CARDINAL OPERATING COMPANY

                                   By s/ James J. Markowsky