MANAGEMENT'S NARRATIVE ANALYSIS OF
RESULTS OF OPERATIONS

Net Income Increases

  Net income increased by $166 million in  1994 due to the effect of a $144.5
million after  tax loss recorded in 1993  as a result of  a disallowance of a
portion of the Company's investment in  its Zimmer Plant.  Excluding the 1993
disallowance, net income would have  increased by $21 million in 1994  due to
the favorable impact of increased retail energy sales reflecting unseasonable
weather  in January  and  June 1994  and  the refinancing  of  debt at  lower
interest rates.

Operating Revenues Increase

  Operating  revenues  for  1994  increased  $77.5  million  or  8.1%.    The
components of the change in revenues were as follows:

                                 Increase (Decrease)
(dollars in millions)            From Previous Year   
                                  Amount           %  
Retail:
  Price variance . . . . . . . .   $66.6
  Volume variance. . . . . . . .     6.0
  Fuel Cost Recoveries . . . . .    (2.0)
                                    70.6          8.2
Wholesale:
  Price variance . . . . . . . .     7.6
  Volume variance. . . . . . . .    (3.7)
                                     3.9          5.2
Other Operating Revenues. . . . .    3.0 
  Total . . . . . . . . . . . . .  $77.5          8.1

  Retail  revenues  increased primarily  due to  a  rate increase  granted in
February 1994.   The  Public Utilities  Commission of  Ohio (PUCO)  granted a
7.11% increase in  rates effective February 1, 1994 as a result of a November
1993  Ohio Supreme Court  ruling that the  PUCO did not  have authority under
state law  to order  a rate  phase-in  for the  Zimmer Plant.   The  increase
includes a 3.72% base rate increase, which represents the acceleration of the
final step of the court  rejected rate phase-in plan, and a  3.39% surcharge,
which provides for recovery of $96.9  million of previous deferrals under the
phase-in plan and  a return thereon, to be collected  until the deferrals are
recovered  which is expected to be in 1998.   The rate increase has no effect
on  net income since it is offset  by the amortization of prior year phase-in
plan deferrals and the cessation of current year deferrals which 
would have occurred had the phase-in plan continued in effect.

     Wholesale revenues  increased 5.2%  reflecting higher  sales to  the AEP
System  Power  Pool (Power  Pool) due  to  increased availability  of several
Conesville Plant  generating units in 1994 compared with 1993 and an increase
in take-or-pay  capacity charges to unaffiliated utilities.  Capacity charges
are to reserve a specified quantity  of generating capacity and are collected
even when the energy is not taken.  The increase in capacity charges resulted
from  an increase  in capacity reserved  under a  long-term contract  and the
short-term  contract sale of capacity to unaffiliated utilities in the summer
of  1994  due  to  the  forced outage  of  an  unaffiliated  generating unit.
However,  the increase in capacity  reservation did not  have a corresponding
increase in energy sales due to mild weather throughout  most of 1994.  While
severe  winter weather  in  January  1994  and  extremely  hot  June  weather
increased  short-term  wholesale  sales in  those  months,  the  mild weather
throughout the remainder of  1994 combined with increased competition  in the
wholesale market reduced short-term sales for the year.

Operating Expenses Increase

  Operating expenses increased $41.8 million or 5.2% in 1994.  Changes in the
components of operating expenses were as follows:

                                  Increase (Decrease)
(dollars in millions)              From Previous Year
                                    Amount         % 

Fuel. . . . . . . . . . . . . . .   $ 17.4        9.3
Purchased Power . . . . . . . . .    (25.4)     (15.9)
Other Operation . . . . . . . . .      4.7        2.8
Maintenance . . . . . . . . . . .      0.1        0.1
Depreciation. . . . . . . . . . .     (1.7)      (2.0)
Amortization of Zimmer Plant 
  Phase-in Costs. . . . . . . . .     36.0        N.M.
Taxes Other Than Federal 
  Income Taxes. . . . . . . . . .      3.3        3.3
Federal Income Taxes. . . . . . .      7.4       18.7
  Total Operating Expenses. . . .    $41.8        5.2

  The  increase in  fuel expense  was due  to an  increase in  net generation
reflecting the full availability in  1994 of three units that had been out of
service for scheduled maintenance in the second quarter of 1993.

     Purchased  power expense  decreased due  to the  reduction  in wholesale
energy demand caused by the cooler  late summer weather and mild fall weather
as well as the increase in net generation.

     The amortization of Zimmer Plant phase-in costs increased sharply due to
the  court  ordered  discontinuance  of Zimmer  phase-in  plan  deferrals  in
February  1994  and  the  subsequent  amortization  of  the  deferred  costs,
commensurate with their recovery.

     Federal  income  tax  expense   attributable  to  operations   increased
primarily due to  the increase in pre-tax operating income  offset in part by
changes in certain book/tax differences accounted for on a flow-through basis
and adjustments associated with the audit of prior years' tax returns.

Deferred Zimmer Plant Carrying Charges

     The  decrease in deferred Zimmer Plant carrying charges in 1994 resulted
from the cessation of deferrals commensurate with inclusion of the full plant
investment in rate base effective February 1, 1994.  The  amortization of the
deferrals is included in depreciation and amortization expense.

Interest Expense Decreases

     Interest expense declined due to the refinancing program throughout 1993
and in  the first quarter of  1994 that refinanced $200  million of long-term
debt at lower  interest rates and retired $19.7 million  of long-term debt in
1994.

INDEPENDENT AUDITORS' REPORT




To the Shareowners and Board of
Directors of Columbus Southern
Power Company:

We  have audited  the accompanying  consolidated balance  sheets  of Columbus
Southern Power Company and its subsidiaries as of December 31, 1994 and 1993,
and  the related consolidated  statements of  income, retained  earnings, and
cash flows for each of the three years in the period ended December 31, 1994.
These  financial   statements  are   the  responsibility  of   the  Company's
management.  Our  responsibility is to express an  opinion on these financial
statements based on our audits.

We  conducted  our audits  in  accordance  with  generally accepted  auditing
standards.  Those  standards require that  we plan and  perform the audit  to
obtain reasonable assurance  about whether the financial  statements are free
of  material misstatement.   An  audit includes examining,  on a  test basis,
evidence supporting the amounts and disclosures in the financial  statements.
An  audit   also  includes  assessing  the  accounting  principles  used  and
significant estimates made by  management, as well as evaluating  the overall
financial  statement  presentation.   We believe  that  our audits  provide a
reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position  of Columbus Southern Power Company
and its  subsidiaries as of December  31, 1994 and  1993, and the  results of
their  operations and their  cash flows  for each of  the three years  in the
period  ended  December  31,  1994  in  conformity  with  generally  accepted
accounting principles.





DELOITTE & TOUCHE LLP
Columbus, Ohio

February 21, 1995




Consolidated Statements of Income


                                                             Year Ended December 31,        
                                                                                            
                                                      1994           1993          1992     
                                                               (in thousands)
                                                                          
OPERATING REVENUES                                  $1,031,151       $953,652      $843,996 


OPERATING EXPENSES:
   Fuel                                                204,210        186,761       188,077 
   Purchased Power                                     134,540        159,979       137,718 
   Other Operation                                     175,102        170,397       160,008 
   Maintenance                                          71,629         71,537        54,533 
   Depreciation                                         83,180         84,883        76,710 
   Amortization (Deferral) of Zimmer Plant
     Phase-in Costs                                     27,144         (8,913)       (9,346)
   Taxes Other Than Federal Income Taxes               102,672         99,348        94,714 
   Federal Income Taxes                                 46,806         39,444        19,267 
          TOTAL OPERATING EXPENSES                     845,283        803,436       721,681 

OPERATING INCOME                                       185,868        150,216       122,315 

NONOPERATING INCOME:
  Deferred Zimmer Plant Carrying
    Charges (net of tax)                                 5,604         25,343        41,901 
  Other                                                  1,426          2,000         5,269 
          TOTAL NONOPERATING INCOME                      7,030         27,343        47,170 
Loss From Zimmer Plant Disallowance:
  Disallowed Cost                                          -          159,067       -       
  Related Income Taxes                                     -          (14,534)       -      
                                                               
          NET ZIMMER LOSS                                  -          144,533        -      
                                                               
INCOME BEFORE INTEREST CHARGES                         192,898         33,026       169,485 

INTEREST CHARGES                                        83,053         88,924        93,241 

NET INCOME (LOSS)                                      109,845        (55,898)       76,244 
                                                                                            
PREFERRED STOCK DIVIDEND REQUIREMENTS                   12,084         11,062        10,220 

EARNINGS (LOSS) APPLICABLE TO COMMON STOCK          $   97,761       $(66,960)     $ 66,024 

See Notes to Consolidated Financial Statements.




Consolidated Balance Sheets

                                                                          December 31,      
                                                                                            
                                                                   1994            1993     
                                                                    (in thousands)          
                                                                           
ASSETS

ELECTRIC UTILITY PLANT:
   Production                                                    $1,461,484      $1,443,506 
   Transmission                                                     306,744         295,539 
   Distribution                                                     797,570         755,342 
   General                                                          111,623          97,874 
   Construction Work in Progress                                     52,156          52,794 
                 Total Electric Utility Plant                     2,729,577       2,645,055 
   Accumulated Depreciation                                         884,237         811,817 
                 NET ELECTRIC UTILITY PLANT                       1,845,340       1,833,238 

OTHER PROPERTY AND INVESTMENTS                                       26,744          34,558 

CURRENT ASSETS:
   Cash and Cash Equivalents                                         14,065           6,633 
   Accounts Receivable:
      Customers                                                      41,056          42,906 
      Affiliated Companies                                            4,624           1,084 
      Miscellaneous                                                  10,025           8,098 
      Allowance for Uncollectible Accounts                           (1,768)           (991)
   Fuel - at average cost                                            28,060          32,257 
   Materials and Supplies - at average cost                          24,923          25,772 
   Accrued Utility Revenues                                          31,595          28,889 
   Prepayments                                                       31,241          30,235 
                 TOTAL CURRENT ASSETS                               183,821         174,883 

REGULATORY ASSETS                                                   475,019         479,672 

DEFERRED CHARGES                                                     63,418         60,320 
                                                                               
                     TOTAL                                       $2,594,342      $2,582,671 

See Notes to Consolidated Financial Statements.




                                                                          December 31,      
                                                                   1994            1993     
                                                                    (in thousands)          
                                                                           
CAPITALIZATION AND LIABILITIES

CAPITALIZATION:
   Common Stock - No Par Value:
      Authorized - 24,000,000 Shares
      Outstanding - 16,410,426 Shares                            $   41,026      $   41,026 
   Paid-in Capital                                                  565,642         566,046 
   Retained Earnings                                                 46,976          18,288 
                Total Common Shareowner's Equity                    653,644         625,360 
   Cumulative Preferred Stock -
       Subject to Mandatory Redemption                              150,000         125,000 
   Long-term Debt                                                   917,608         997,013 

                TOTAL CAPITALIZATION                              1,721,252       1,747,373 

OTHER NONCURRENT LIABILITIES                                         25,861          17,189 

CURRENT LIABILITIES:
   Long-term Debt Due Within One Year                                80,000          20,700 
   Short-term Debt                                                    -              25,225 
   Accounts Payable - General                                        34,934          37,258 
   Accounts Payable - Affiliated Companies                           14,057          13,289 
   Taxes Accrued                                                    113,362         114,233 
   Interest Accrued                                                  18,923          23,245 
   Other                                                             37,521          22,189 
                TOTAL CURRENT LIABILITIES                           298,797         256,139 


DEFERRED FEDERAL INCOME TAXES                                       467,593         474,290 

DEFERRED INVESTMENT TAX CREDITS                                      64,597          68,533 

DEFERRED CREDITS                                                     16,242          19,147 

COMMITMENTS AND CONTINGENCIES (Note 3)

                    TOTAL                                        $2,594,342      $2,582,671 




Consolidated Statements of Cash Flows
                                                               Year Ended December 31,      
                                                      1994           1993          1992     
                                                               (in thousands)
                                                                         
OPERATING ACTIVITIES:
   Net Income (Loss)                                 $ 109,845      $ (55,898)    $  76,244 
   Adjustments for Noncash Items:                   
      Depreciation                                      82,795         84,462        84,755 
      Deferred Federal Income Taxes                     (2,132)        10,167        36,908 
      Deferred Investment Tax Credits                   (3,929)        (5,471)       (4,787)
      Deferred Fuel Costs (net)                          2,247          3,659        (4,236)
      Deferred Zimmer Plant Operating Expenses
        and Carrying Charges                            19,156        (46,475)      (77,532)
      Loss from Zimmer Plant Disallowance                 -           159,067        -      
   Changes in Certain Current Assets and
    Liabilities:
      Special Deposits - Restricted Funds                 -             1,293        17,612 
      Accounts Receivable (net)                         (2,840)        (8,030)        3,540 
      Fuel, Materials and Supplies                       5,046          1,428         6,091 
      Accrued Utility Revenues                          (2,706)       (12,599)       (4,586)
      Accounts Payable                                  (1,556)         3,336        (8,068)
   Other (net)                                         (11,382)          (407)       (2,056)
       Net Cash Flows From Operating Activities        194,544        134,532       123,885 

INVESTING ACTIVITIES:
   Construction Expenditures                           (80,973)       (88,605)      (76,262)
   Proceeds from Sale and Leaseback
     Transactions and Other                              2,606          2,659         -     
  Net Cash Flows Used For Investing Activities         (78,367)       (85,946)      (76,262)

FINANCING ACTIVITIES:
   Capital Contributions from Parent Company              -              -           20,000 
   Issuance of Cumulative Preferred Stock               24,596           -           49,448 
   Issuance of Long-term Debt                          198,298        197,722       251,046 
   Retirement of Long-term Debt                       (225,834)      (166,166)     (278,918)
   Change in Short-term Debt (net)                     (25,225)       (28,594)      (12,381)
   Dividends Paid on Common Stock                      (68,788)       (42,175)      (68,760)
   Dividends Paid on Cumulative Preferred Stock        (11,792)       (11,062)       (9,564)
 Net Cash Flows Used For Financing Activities         (108,745)       (50,275)      (49,129)

Net Increase (Decrease) in
   Cash and Cash Equivalents                             7,432         (1,689)       (1,506)

Cash and Cash Equivalents January 1                      6,633          8,322         9,828 
Cash and Cash Equivalents December 31                $  14,065      $   6,633     $   8,322 

See Notes to Consolidated Financial Statements.





Consolidated Statements of Retained Earnings

                                                              Year Ended December 31,       
                                                                                            
                                                       1994           1993          1992    
                                                                (in thousands)
                                                                          
Retained Earnings January 1                           $ 18,288       $127,562      $130,765 

Net Income (Loss)                                      109,845        (55,898)       76,244 
                                                       128,133         71,664       207,009 
Deductions:
Cash Dividends Declared:
   Common Stock                                         68,788         42,175        68,760 
   Cumulative Preferred Stock:
      7% Series                                          1,167           -             -    
      7-7/8% Series                                      3,938          3,937         3,423 
      9.50%  Series                                      7,125          7,125         7,125 
                Total Cash Dividends Declared           81,018         53,237        79,308 

Other                                                      139            139           139 
                Total Deductions                        81,157         53,376        79,447 
Retained Earnings December 31                         $ 46,976       $ 18,288      $127,562 



See Notes to Consolidated Financial Statements.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES:

Organization

   Columbus Southern Power Company  (the Company or CSPCo) is  a wholly-owned
subsidiary of American Electric Power Company, Inc. (AEP Co., Inc.), a public
utility holding company.  The Company is engaged in the generation, purchase,
transmission and distribution of electric power in central and southern Ohio.
As  a member of  the American Electric  Power (AEP) System  Power Pool (Power
Pool) and a signatory company to the AEP Transmission Equalization Agreement,
CSPCo's facilities are operated in conjunction with the facilities of certain
other AEP affiliated utilities as an integrated utility system.

   The Company's three wholly-owned  subsidiaries are: Conesville Coal Prepa-
ration Company  (CCPC) which provides  coal washing  services for one  of the
Company's generating stations; Simco Inc. which is engaged  in leasing a coal
conveyor system  to CCPC; and Colomet,  Inc. which is engaged  in real estate
activities for its parent.

Regulation

   As a member  of the AEP System, CSPCo is subject  to the regulation of the
Securities and  Exchange Commission (SEC)  under the  Public Utility  Holding
Company Act of 1935  (1935 Act).   Retail rates are  regulated by the  Public
Utilities  Commission  of   Ohio  (PUCO).    The  Federal  Energy  Regulatory
Commission (FERC) regulates wholesale rates.

Principles of Consolidation

   The consolidated  financial statements include CSPCo  and its wholly-owned
subsidiaries.    Significant intercompany  items  are  eliminated in  consol-
idation.

Basis of Accounting

   As  a  cost-based  rate-regulated  entity,  CSPCo's  financial  statements
reflect the actions of regulators that  result in the recognition of revenues
and expenses in different time periods than do enterprises that  are not rate
regulated.   In accordance with  Statement of Financial  Accounting Standards
(SFAS) No.  71, Accounting for  the Effects of  Certain Types of  Regulation,
regulatory  assets  and  liabilities  are recorded  and  represent  regulator
approved  deferred expenses  and revenues,  respectively, resulting  from the
rate-making process.   Such deferrals are  amortized commensurate with  their
inclusion in rates (revenues).

Utility Plant

   Electric utility plant is stated at original cost and is generally subject
to first mortgage liens.   Additions, major replacements and  betterments are
added  to  the plant  accounts.   Retirements  from  the  plant accounts  and
associated removal  costs,  net of  salvage,  are deducted  from  accumulated
depreciation.
   The  costs of  labor,  materials and  overheads  incurred to  operate  and
maintain utility plant are included in operating expenses.

Allowance for Funds Used During Construction (AFUDC)

   AFUDC  is  a  noncash nonoperating  income  item  that  is recovered  with
regulator  approval  over   the  service  life   of  utility  plant   through
depreciation and represents the  estimated cost of borrowed and  equity funds
used to  finance construction  projects.   The average  rates used to  accrue
AFUDC  were 7.25%, 4.75% and 3.75% in  1994, 1993 and 1992, respectively, and
the  amounts of  AFUDC accrued were  $1.2 million  in 1994 and  1993 and $0.5
million in 1992.

Depreciation

   Depreciation  is  provided on  a straight  line  basis over  the estimated
useful lives  of utility plant and  is calculated largely through  the use of
composite rates by functional class as follows:

Functional Class                             Composite
of Property                               Annual Rates

Production                                     3.2%
Transmission                                   2.3%
Distribution                                   3.7%
General                                        3.5%

   Amounts to be used for removal of plant are recovered through depreciation
charges included in rates.

Cash and Cash Equivalents

   Cash and cash equivalents include temporary cash investments with original
maturities of three months or less.

Sale of Receivables

   Under an agreement  that expires in 1995, CSPCo can sell up to $50 million
of undivided interests in designated pools of accounts receivable and accrued
utility revenues  with limited  recourse.   As collections reduce  previously
sold pools, interests in new pools are sold.   At December 31, 1994 and 1993,
$50 million remained to be collected and remitted to the buyer.

Operating Revenues

   Revenues  include  the accrual  of  electricity consumed  but  unbilled at
month-end as well as billed revenues.

Fuel Costs

   Changes in retail jurisdictional fuel cost are deferred until reflected in
revenues  in  later  months through  a  PUCO  fuel  cost recovery  mechanism.
Wholesale  jurisdictional fuel  cost  changes  are  expensed  and  billed  as
incurred.

Income Taxes

   The Company follows the liability method of accounting for income taxes as
prescribed by  SFAS 109, Accounting  for Income  Taxes.  Under  the liability
method, deferred  income  taxes are  provided for  all temporary  differences
between  book cost and tax basis of  assets and liabilities which will result
in a future tax consequence.  Where the flow-through method of accounting for
temporary  differences   is  reflected   in  rates,  regulatory   assets  and
liabilities are recorded in accordance with SFAS 71.

Investment Tax Credits

   The  Company's policy was to account  for investment tax credits under the
flow-through method except where  regulatory commissions reflected investment
tax  credits in  the rate-making process  on a deferral  basis.  Commensurate
with  rate treatment deferred investment tax credits are being amortized over
the life of the related plant investment.

Debt and Preferred Stock

   Gains and losses  on reacquired debt are  deferred and amortized  over the
remaining  term  of  the  reacquired  debt  in  accordance  with  rate-making
treatment.  If  the debt is refinanced  the reacquisition costs are  deferred
and  amortized over the term of  the replacement debt commensurate with their
recovery in rates.

   Debt discount or premium and debt issuance expenses are amortized over the
term of the related debt, with the amortization included in interest charges.

   Redemption premiums  paid to  reacquire preferred  stock are  deferred and
amortized in accordance with rate-making treatment.

Other Property and Investments

   Other property and investments are stated at cost.

Reclassifications

   Certain prior-period  amounts were  reclassified to conform  with current-
period presentation.

2. EFFECTS OF REGULATION AND THE ZIMMER PHASE-IN PLAN:

   The consolidated  financial  statements  include  assets  and  liabilities
recorded in accordance with regulatory actions to match expenses and revenues
in  cost-based rates.   Regulatory  assets  are expected  to be  recovered in
future periods through the rate-making process and regulatory liabilities are
expected to reduce future  rate recoveries.  The Company's  regulatory assets
and liabilities are comprised of the following:
                                       December 31,   
                                     1994       1993
                                      (in thousands)
Regulatory Assets:
  Amounts Due From Customers For
    Future Federal Income Taxes    $286,079   $290,644
  Zimmer Plant Phase-in Plan
    Deferrals                        75,394     93,907
  Deferred Zimmer Plant
    Carrying Charges                 43,003     43,003
  Unamortized Loss On
    Reacquired Debt                  34,839     31,632
  Other                              35,704     20,486
  Total Regulatory Assets          $475,019   $479,672

Regulatory Liabilities:
  Deferred Investment Tax Credits   $64,597    $68,533
  Other Regulatory Liabilities*      13,123     16,357
  Total Regulatory Liabilities      $77,720    $84,890

* Included in Deferred Credits on the Consolidated Balance Sheets.

   The Zimmer Plant is a 1,300 mw coal-fired plant which commenced commercial
operation in 1991.  CSPCo owns 25.4% of the plant with the remainder owned by
two unaffiliated companies.

   In May  1992 the  PUCO  issued an  order providing  for  a phased-in  rate
increase of $123 million for the new Zimmer Plant to be  implemented in three
steps  over a  two-year period and  disallowed $165  million of  Zimmer Plant
investment.  CSPCo appealed the PUCO ordered Zimmer disallowance and phase-in
plan to the Ohio Supreme Court.  In November 1993 the Supreme Court  issued a
decision  on CSPCo's appeal affirming  the disallowance and  finding that the
PUCO did  not have statutory authority  to order phased-in rates.   The Court
instructed the  PUCO  to  fix  rates to  provide  gross  annual  revenues  in
accordance with  the law and to  provide a mechanism to  recover the revenues
deferred under the phase-in order.

   As a result of the ruling,  1993 net income was reduced by  $144.5 million
after tax to reflect the disallowance and in January 1994,  the PUCO approved
a 7.11% rate increase effective February  1, 1994.  The increase is comprised
of a  3.72% base rate increase to  complete the rate increase  phase-in and a
temporary  3.39%  surcharge,  which will  be  in  effect  until the  deferred
revenues are recovered, estimated to  be 1998.  In 1994 $18.5  million of net
phase-in deferrals were collected  through the surcharge.  In 1993  and 1992,
$47.9 million and $46 million, respectively, were deferred under the phase-in
plan.   The  recovery of  amounts deferred  under the  phase-in plan  and the
increase in rates to the full rate level did not affect net income.

   From the in-service date of March 1991 until rates went into effect in May
1992  deferred carrying charges  of $43 million  were recorded  on the Zimmer
Plant investment.   Recovery of the deferred  carrying charges will be sought
in the next PUCO base rate  proceeding in accordance with the PUCO accounting
order that authorized the deferral.


3. COMMITMENTS AND CONTINGENCIES:

Construction and Other Commitments

   Substantial construction commitments have been made.  Such commitments  do
not include any expenditures for new generating capacity.  The aggregate con-
struction  program  expenditures  for  1995-1997 are  estimated  to  be  $289
million.

   Long-term  fuel supply contracts contain clauses that provide for periodic
price adjustments.   The PUCO has  a fuel clause mechanism  that provides for
deferral and  subsequent recovery or  refund of changes  in the cost  of fuel
with PUCO  review and approval.   The  contracts are for  various terms,  the
longest of  which extends  to 2011,  and contain various  clauses that  would
release  the   Company  from  its  obligation  under  certain  force  majeure
conditions.

Clean Air

   The Clean Air Act Amendments of 1990 (CAAA) require significant reductions
in  sulfur dioxide  and  nitrogen oxide  emissions  from various  AEP  System
generating plants.  The first phase of reductions in sulfur dioxide emissions
(Phase I) began  on January 1,  1995 and the  second, more restrictive  phase
(Phase II) begins on  January 1, 2000.  The law  also established a permanent
nationwide cap on sulfur dioxide emissions after 1999.

   Under an  AEP Systemwide Phase I  compliance plan the Company  will modify
Conesville  Units 1  through 3  to allow  use of  either low  sulfur coal  or
natural gas at an estimated capital cost of $30 million.  Also the compliance
plan  calls for switching to moderate-sulfur coal  at Beckjord Unit 6 (a unit
jointly  owned with  two unaffiliated  utilities) with no  additional capital
cost.  Although  Conesville Unit 4 is  an affected Phase I unit,  it does not
require operating  or fuel changes under  the compliance plan since  the plan
provides for under-compliance at Conesville 4 to be offset by over-compliance
at other  AEP System units.   The  Company's other generating  units are  not
affected in Phase I.

   The Company will incur a  portion of the Phase I compliance costs of other
AEP  affiliates through the Power Pool  (which is described in  Note 5).  The
compliance plan  for the AEP  System's generating units  affected by  Phase I
includes installation of flue gas  desulfurization systems (scrubbers) at the
two-unit  2,600 mw Gavin Plant owned by  an affiliate, Ohio Power Company and
fuel  switching at other affected affiliated plants.   The Company will incur
additional  costs  to comply  with Phase  II  requirements at  its generating
plants  and those of affiliated Power Pool members.  If the Company is unable
to recover its compliance cost from customers, results of operations would be
adversely impacted.

Other Environmental Matters

   The Company and its subsidiaries are regulated by federal, state and local
authorities with respect  to air  and water quality  and other  environmental
matters.   Local  authorities  also  regulate  zoning.    The  generation  of
electricity  produces  non-hazardous and  hazardous  by-products.   Asbestos,
polychlorinated biphenyls (PCBs) and other hazardous materials have been used
in   the   generating   plants   and   transmission/distribution  facilities.
Substantial  costs  to store  and dispose  of  hazardous materials  have been
incurred.   Significant additional costs  could be incurred  in the future to
meet the  requirements of new laws  and regulations and to  clean up disposal
sites  under  existing  legislation.   Management  has  no  knowledge of  any
material clean up costs  related to the Company's past disposal  of hazardous
and non-hazardous materials.

Litigation

   The  Company is  involved in  a number  of legal  proceedings and  claims.
While management  is unable to predict  the outcome of litigation,  it is not
expected that the  resolution of these  matters will have a  material adverse
effect on financial condition.


4. RELATED PARTY TRANSACTIONS:

   Benefits and costs of the System's generating plants are shared by members
of the Power Pool.  Under the terms of the  System Interconnection Agreement,
capacity  charges  and  credits are  designed  to  allocate the  cost  of the
System's capacity among  the Power Pool members based on  their relative peak
demands and generating reserves.  Power Pool members are also compensated for
the out-of-pocket costs of energy delivered to the Power Pool and charged for
energy received from the Power Pool.

   Operating  revenues include $15.8 million  in 1994, $12.5  million in 1993
and $13 million in 1992 for energy suppled to the Power Pool.

   Charges  for Power  Pool  capacity reservation  and  energy received  were
included in purchased power expense as follows:

                           Year Ended December 31,    
                          1994        1993       1992
                                 (in thousands)

Capacity Charges        $ 74,936    $ 85,450  $ 81,727
Energy Charges            46,164      68,277    48,966

     Total              $121,100    $153,727  $130,693

   Power Pool members share in wholesale sales to unaffiliated utilities made
by the Power  Pool.  The Company's share of the  Power Pool's wholesale sales
included in operating  revenues were $48.7 million in 1994,  $49.3 million in
1993 and $40 million in 1992.

   In addition,  the Power Pool  purchases power from  unaffiliated companies
for immediate resale to other unaffiliated utilities.  The Company's share of
these purchases was  included in  purchased power expense  and totaled  $13.4
million in 1994, $6.2 million in 1993 and $7 million in 1992.   Revenues from
these transactions are included  in the above Power Pool  wholesale operating
revenues.

   AEP System companies participate in a transmission equalization agreement.
This  agreement  combines  certain   AEP  System  companies'  investments  in
transmission  facilities and shares the  costs of ownership  in proportion to
the System companies' respective peak demands.  Pursuant to the  terms of the
agreement,  other operation  expense includes  equalization charges  of $30.1
million, $31.2  million and $29.9 million in 1994, 1993 and 1992, respective-
ly.

   American  Electric Power  Service  Corporation  (AEPSC)  provides  certain
managerial and  professional services to AEP System  companies.  The costs of
the  services are  billed by  AEPSC on  a direct-charge  basis to  the extent
practicable and  on reasonable  bases of proration  for indirect costs.   The
charges for services are made at cost and include no compensation for the use
of  equity capital, which is  furnished to AEPSC  by AEP Co.,  Inc.  Billings
from  AEPSC are  capitalized  or expensed  depending  on  the nature  of  the
services  rendered.  AEPSC and its billings  are subject to the regulation of
the SEC under the 1935 Act.


5. BENEFIT PLANS:

     The Company and its  subsidiaries participate in the AEP  System pension
plan, a trusteed, noncontributory defined benefit plan covering all employees
meeting  eligibility requirements.  Benefits  are based on  service years and
compensation  levels.   Pension costs  are allocated  by first  charging each
System  company with  its  service cost  and  then allocating  the  remaining
pension cost in proportion to its share of the projected benefit  obligation.
The funding  policy is to make  annual trust fund contributions  equal to the
net periodic pension  cost up  to the maximum  amount deductible for  federal
income taxes, but not less than the minimum contribution required by with the
Employee Retirement Income Security Act of 1974.

     Net pension costs for the  years ended December 31, 1994, 1993  and 1992
were $2.2 million, $2.5 million and $3.9 million, respectively.

     An  employee  savings  plan  is  offered  which allows  participants  to
contribute  up to 17% of  their salaries into  three investment alternatives,
including AEP Co.,  Inc. common  stock.  An  employer matching  contribution,
equaling one-half  of the employees' contribution to the plan up to a maximum
of  3% of the employees' base  salary, is invested in AEP  common stock.  The
employer's annual contributions totaled $2.1 million in 1994 and $1.9 million
in both 1993 and 1992.

     Certain other benefits are  provided for retired employees under  an AEP
System other  postretirement benefit plan.   Substantially all  employees are
eligible for health care and life insurance  if they have at least 10 service
years  and are  age 55  at retirement.   Prior  to 1993,  net costs  of these
benefits were  recognized as an expense when paid and totaled $1.9 million in
1992.

     SFAS 106,  Employers' Accounting for Postretirement  Benefits Other Than
Pensions, was adopted in  January 1993 for the Company's  aggregate liability
for  postretirement benefits other than  pensions (OPEB).   SFAS 106 requires
the  accrual during  the  employee's  service  years  of  the  present  value
liability  for OPEB costs.  Costs for the accumulated postretirement benefits
earned and not recognized at adoption are being recognized in accordance with
SFAS 106, as a transition  obligation over 20 years.   OPEB costs are  deter-
mined by the application of AEP System actuarial  assumptions to each operat-
ing  company's employee complement.   The annual accrued  costs for employees
and  retirees OPEBs required by  SFAS 106, which  includes the recognition of
one-twentieth of the prior service transition obligation, were $10.4  million
in 1994 and $9.7 million in 1993.

     The Company  received approval from  the PUCO  and FERC  to defer  under
certain  conditions the increased OPEB costs not being currently recovered in
rates.   In the  FERC jurisdiction future  recovery of the  deferrals and the
annual ongoing  OPEB costs will be sought  in the next base  rate filing.  In
the retail jurisdiction the Company had sufficient earnings in 1994 to absorb
the increased  OPEB cost over the  pay-as-you-go cost.  At  December 31, 1994
and  1993, the total OPEB deferred costs  were $2.7 million and $3.6 million,
respectively.

     A Voluntary Employees Beneficiary Association (VEBA) trust fund for OPEB
benefits  was established and a corporate owned life insurance (COLI) program
was  implemented.  The insurance  policies have a  substantial cash surrender
value which is recorded,  net of equally  substantial policy loans, as  other
property and investments.   In 1995 the Company will  contribute an amount to
the VEBA trust fund  equal to the difference  between the pay-as-you-go  OPEB
cost and SFAS  106 total OPEB cost for 1994 and 1995.  This contribution will
be  funded by amounts  collected from ratepayers  plus net  earnings from the
COLI program.


6. COMMON OWNERSHIP OF GENERATING AND TRANSMISSION FACILITIES:

   The Company jointly owns, as tenants in common, four  generating units and
transmission  facilities  with  two  unaffiliated  companies.    Each  of the
participating companies  is obligated to  pay its share  of the costs  of any
such  jointly  owned  facilities in  the  same  proportion  as its  ownership
interest.    The  Company's  proportionate  share   of  the  operating  costs
associated with such facilities is included in the Consolidated Statements of
Income and  the amounts  reflected in the  accompanying Consolidated  Balance
Sheets under utility plant include such costs as follows:


                                                                              Company's Share                    
                                                                                December 31,                     
                                                                      1994                        1993           
                                                 Percent      Utility    Construction     Utility    Construction
                                                   of          Plant         Work          Plant         Work
                                                Ownership   in Service   in Progress    in Service   in Progress  
                                                                               (in thousands)
                                                                                         
Production:
  W.C. Beckjord Generating Station (Unit No. 6)    12.5       $ 12,625      $1,137        $ 12,518      $  141
  Conesville Generating Station (Unit No. 4)       43.5         78,831         420          77,527         371
  J.M. Stuart Generating Station                   26.0        175,195       3,209         168,419       6,979
  Wm. H. Zimmer Generating Station                 25.4        695,990       1,797         695,121       1,210
                                                              $962,641      $6,563        $953,585      $8,701

Transmission                                        (a)       $ 58,813      $  161        $ 58,730      $    6

(a) Varying percentage of ownership.

   At December 31, 1994  and 1993, the accumulated depreciation  with respect
to the Company's share of jointly owned facilities amounted to $218.2 million
and $189.4 million, respectively.


7.  CUMULATIVE PREFERRED STOCK:

   At December 31, 1994, authorized shares of cumulative preferred stock were
as follows:

                            Par Value                     Shares Authorized
                              $100                           2,500,000
                                25                           7,000,000

   The  cumulative  preferred stock  outstanding  shown below  is  subject to
mandatory redemption  and has an  involuntary liquidation  preference of  par
value.


              Call Price                                         Shares                             Amount         
              December 31,               Par                   Outstanding                       December 31,      
Series (a)        1994                  Value                December 31, 1994               1994            1993  
                                                                                                (in thousands)
                                                                                            
7%     (b)         (b)                  $100                      250,000                  $ 25,000        $   -
7-7/8% (c)      $107.88                  100                      500,000                    50,000          50,000
9.50%  (d)      $109.50                  100                      750,000                    75,000          75,000
                                                                                           $150,000        $125,000

(a) The sinking  fund provisions  of series subject  to mandatory  redemption
aggregate $3,750,000  in both 1996 and  1997 and $6,250,000 in  both 1998 and
1999.  There are no sinking fund provisions for 1995.
(b) Shares issued June 1994.  Commencing in 2000, a sinking fund will require
the redemption of 50,000 shares at $100 a share on or before August 1 of each
year.  The Company has the right, on each sinking fund date, to redeem an
additional 50,000 shares.  Redemption of  this series is prohibited prior to
August 1, 2000.
(c)  Shares  issued March  1992.   Commencing in  1998,  a sinking  fund will
require the redemption of 25,000 shares at $100 a share on or before May 1 of
each year.  The Company has the  right, on each sinking fund date, to  redeem
an  additional 25,000 shares.  Redemption of  this series is restricted prior
to March 1, 1997.
(d) Commencing in 1996, a sinking  fund will require the redemption of 37,500
shares at $100 a share on or before February 1 of each year.  The Company has
the right, on each sinking fund date, to redeem an additional 37,500 shares. 
Redemption of this series is restricted prior to November 1, 1995.

8. FEDERAL INCOME TAXES:

  The details of federal income taxes as reported are as follows:


                                                                           Year Ended December 31,                 
                                                                1994                  1993                  1992
                                                                                 (in thousands)
                                                                                                  
Charged (Credited) to Operating Expenses (net):
  Current                                                     $56,424               $ 34,235               $  (619)
  Deferred                                                     (5,916)                 8,935                24,386
  Deferred Investment Tax Credits                              (3,702)                (3,726)               (4,500)
        Total                                                  46,806                 39,444                19,267 
Charged (Credited) to Nonoperating Income (net):
  Current                                                        (525)                (4,777)               (4,113)
  Deferred                                                      3,784                 14,559                12,522
  Deferred Investment Tax Credits                                (227)                  (538)                 (287)
        Total                                                   3,032                  9,244                 8,122
Credited to Loss from Zimmer Disallowance (net):
  Deferred                                                       -                   (13,327)                 -
  Deferred Investment Tax Credits                                -                    (1,207)                 -   
        Total                                                    -                   (14,534)                 -   

Total Federal Income Taxes as Reported                        $49,838               $ 34,154               $27,389 

   The following is a reconciliation of the  difference between the amount of
federal  income  taxes computed  by  multiplying book  income  before federal
income taxes  by the  statutory tax  rate, and the  amount of  federal income
taxes reported.


                                                                           Year Ended December 31,                 
                                                                1994                  1993                  1992
                                                                                 (in thousands)
                                                                                                 
Net Income (Loss)                                             $109,845              $(55,898)             $ 76,244 
Federal Income Taxes                                            49,838                34,154                27,389 
Pre-tax Book Income (Loss)                                    $159,683              $(21,744)             $103,633 

Federal Income Taxes on Pre-tax Book Income (Loss) at 
  Statutory Rate (35% in 1994 and 1993; 34% in 1992)           $55,889               $(7,610)              $35,235 
Increase (Decrease) in Federal Income Taxes
  Resulting From the Following Items:
    Deferred Zimmer Plant Carrying Charges                           3                   928                (6,021)
    Corporate Owned Life Insurance                              (2,787)               (3,351)               (2,702)
    Depreciation                                                 7,335                 8,604                 7,773
    Zimmer Plant Disallowance                                     -                   42,346                  -
    Federal Income Tax Accrual Adjustments                      (3,300)                 -                     -
    Amortization/Reversal of Deferred Investment 
      Tax Credits (net)                                         (3,929)               (5,468)               (3,760)
    Other                                                       (3,373)               (1,295)               (3,136)
Total Federal Income Taxes as Reported                         $49,838               $34,154               $27,389 

Effective Federal Income Tax Rate                                 31.2%                  N/A                  26.4%


  
The following tables  show the elements of the net  deferred tax liability
and the significant temporary differences that gave rise to it:

                                      December 31,     
                                   1994         1993
                                    (in thousands)

Deferred Tax Assets             $  74,752   $  75,687
Deferred Tax Liabilities         (542,345)   (549,977)
  Net Deferred Tax Liabilities  $(467,593)  $(474,290)

Property Related Temporary
  Differences                   $(330,434)  $(322,299)
Amounts Due From Customers For
  Future Federal Income Taxes    (100,128)   (101,725)
Deferred Return - Zimmer Plant    (21,546)    (26,477)
All Other (net)                   (15,485)    (23,789)
    Total Net Deferred
      Tax Liabilities           $(467,593)  $(474,290)

   The  Company and  its subsidiaries  join in the  filing of  a consolidated
federal  income tax  return with  their affiliates  in the  AEP System.   The
allocation of the AEP System's current consolidated federal income tax to the
System companies is  in accordance with SEC rules under the  1935 Act.  These
rules  permit the  allocation of  the benefit  of current  tax losses  to the
System  companies  giving  rise to  them  in  determining  their current  tax
expense.  The tax loss of the System parent company, AEP, is allocated to its
subsidiaries  with taxable  income.  With  the exception  of the  loss of the
parent  company, the  method  of allocation  approximates  a separate  return
result for each company in the consolidated group.

   The AEP  System has settled  with the Internal  Revenue Service (IRS)  all
issues from the audits of the consolidated federal income tax returns for the
years  prior to 1988.  Returns for the  years 1988 through 1990 are presently
being audited by the IRS.  In the opinion of management, the final settlement
of open years will not have a material effect on results of operations.


9. SUPPLEMENTARY INFORMATION:

                             Year Ended December 31,   
                             1994      1993      1992
                                 (in thousands)
Cash was paid (received)
  for:
  Interest (net of
    capitalized amounts)   $83,251   $88,141  $93,428
  Income Taxes              59,218    35,514   (7,643)

Noncash Acquisitions under
 Capital Leases were        14,899     8,672    4,017


10.  LEASES:

  Leases of property, plant  and equipment are for periods up to 31 years and
require payments of related property taxes, maintenance  and operating costs.
The  majority of  the leases  have purchase  or renewal  options and  will be
renewed or replaced by other leases.
   Lease rentals are  primarily charged to  operating expenses in  accordance
with rate-making treatment.  The components of rental costs are as follows:

                                    Year Ended December 31,    
                                    1994       1993      1992  
                                         (in thousands)        

Operating Leases                  $ 7,850    $ 8,873   $10,342 
Amortization of Capital 
  Leases                            4,050      3,032     2,289 
Interest on Capital Leases          1,092        763       644 
  Total Rental Costs              $12,992    $12,668   $13,275 

   Properties   under   capital  leases   and
related    obligations   recorded    on   the
Consolidated Balance Sheets are as follows:
                                           December 31,      
                                          1994       1993   
                                            (in thousands)  

Electric Utility Plant:
  Production                             $ 1,952    $ 1,952 
  Transmission                                 4        330 
  General                                 33,415     21,093 
    Total Electric Utility Plant          35,371     23,375 
  Other Property                           1,167      2,548 
    Total Properties                      36,538     25,923 
  Accumulated Amortization                12,086     10,686 
   Net Properties under Capital Leases   $24,452    $15,237 

Obligations under Capital Leases:
  Noncurrent Liability                   $19,562    $12,162 
  Liability Due Within One Year            4,890      3,075 
    Total Capital Lease Obligations      $24,452    $15,237 

   Properties  under   operating  leases  and
related obligations are  not included in  the
Consolidated Balance Sheets.

  Future minimum lease payments  consisted of
the following at December 31, 1994:
                                                   Non-      
                                                   cancelable  
                                     Capital       Operating  
                                      Leases        Leases     
                                         (in thousands)        

1995                                   $ 6,127    $ 5,949  
1996                                     4,826      5,889  
1997                                     3,973      5,625  
1998                                     3,310      5,392  
1999                                     2,787      5,045  
Later Years                              8,089     16,362  
Total Future Minimum Lease Payments     29,112    $44,262  
Less Estimated Interest Element          4,660             
Estimated Present Value of
      Future Minimum Lease Payments    $24,452             


11. COMMON SHAREOWNER'S EQUITY:

   The Company received from AEP Co., Inc. a cash capital contribution of $20
million  in 1992 which was  credited to paid-in capital.   In 1994 charges to
paid-in  capital  of $404,000  represented  issuance  expenses of  cumulative
preferred stock.   There were  no other material  transactions affecting  the
common stock and paid-in capital accounts in 1994, 1993 and 1992.


12.  LONG-TERM DEBT AND LINES OF CREDIT:

   Long-term debt by major category was outstanding as follows:
                                             December 31,       
                                           1994         1993   
                                            (in thousands)      

First Mortgage Bonds                      $856,767   $  876,926 
Installment Purchase Contracts              90,841       90,787 
Notes Payable due 1995                      50,000       50,000 
                                           997,608    1,017,713 
Less Portion Due Within One Year            80,000       20,700 
  Total                                   $917,608   $  997,013 

      First mortgage bonds outstanding were as follows:
                                              December 31,      
                                             1994       1993   
                                            (in thousands)      
% Rate      Due                    
8.95  1995 - December 20                   $ 30,000   $ 30,000 
8-5/8 1996 - February 1                        -       100,000 
6-1/4 1997 - October 1                       14,640     14,640 
9.15  1998 - February 2                      57,000     57,000 
7     1998 - June 1                          24,750     24,750 
9     1999 - December 1                        -        19,700 
9.31  2001 - August 1                        30,000     30,000 
7.95  2002 - July 1                          40,000     40,000 
7.25  2002 - October 1                       75,000     75,000 
7.15  2002 - November 1                      20,000     20,000 
6.80  2003 - May 1                           50,000     50,000 
6.60  2003 - August 1                        40,000     40,000 
6.10  2003 - November 1                      20,000     20,000 
6.55  2004 - March 1                         50,000       -    
6.75  2004 - May 1                           50,000       -    
9     2017 - March 1                           -       100,000 
9.625 2021 - June 1                          50,000     50,000 
8.70  2022 - July 1                          35,000     35,000 
8.40  2022 - August 1                        15,000     15,000 
8.55  2022 - August 1                        15,000     15,000 
8.40  2022 - August 15                       40,000     40,000 
8.40  2022 - October 15                      15,000     15,000 
7.90  2023 - May 1                           50,000     50,000 
7.75  2023 - August 1                        40,000     40,000 
7.45  2024 - March 1                         50,000       -    
7.60  2024 - May 1                           50,000       -    
Unamortized Discount (net)                   (4,623)    (4,164)
                                            856,767    876,926 
Less Portion Due Within One year             30,000     20,700 
  Total                                    $826,767   $856,226 

   Certain  indentures  relating  to  the  first
mortgage bonds contain improvement,  maintenance
and   replacement   provisions   requiring   the
deposit of  cash or bonds  with the trustee,  or
in   lieu  thereof,  certification  of  unfunded
property additions.

   Installment purchase contracts  have been entered into
in connection  with  the issuance  of  pollution  control
revenue  bonds  by  the   Ohio  Air  Quality  Development
Authority as follows:
                                                December 31,      
                                             1994       1993   
                                               (in thousands)      
% Rate Due                    
6-3/8    2020 - December 1                 $48,550     $48,550 
6-1/4    2020 - December 1                  43,695      43,695 
Unamortized Discount                        (1,404)     (1,458)
  Total                                    $90,841     $90,787 

   Under  the terms  of the  installment purchase  contracts, the  Company is
required to pay amounts sufficient  to enable the payment of interest  on and
the  principal of related pollution  control revenue bonds  issued to finance
the  Company's share of construction  of pollution control  facilities at the
Zimmer Plant.

   The  notes payable  due  April 24,  1995  were issued  under  a term  loan
agreement in 1991 and bear interest at a fixed rate of 8.79% until maturity.

   At  December 31, 1994 annual long-term debt payments, excluding premium or
discount, are as follows:
                                  Principal Amount
                                   (in thousands) 

  1995                               $   80,000   
  1996                                     -   
  1997                                   14,640
  1998                                   81,750
  1999                                     -   
  Later Years                           827,245   
    Total                            $1,003,635   

   Short-term  debt borrowings are limited  by provisions of  the 1935 Act to
$200  million and further limited by provisions  of the notes payable to $163
million.   Lines of  credit are shared  with AEP  System companies   and   at
December 31, 1994 and 1993 were available in the amounts of $518 million  and
$512  million, respectively.  Commitment fees  of approximately 3/16 of 1% of
the unused  short-term lines of  credit are  paid each year  to the banks  to
maintain the  lines of credit.   At December 31,  1993 outstanding short-term
debt  consisted  of  $12.5 million  of  notes  payable and  $12.7  million of
commercial  paper  with weighted  average interest  rates  of 3.6%  and 3.8%,
respectively.


13. FAIR VALUE OF FINANCIAL INSTRUMENTS:

   The carrying  amounts of cash  and cash equivalents,  accounts receivable,
short-term  debt and accounts payable  approximate fair value  because of the
short-term maturity of these instruments.  At December 31, 1994 and 1993 fair
values  for preferred stock subject to mandatory redemption were $153 million
and  $138  million,  and for  long-term  debt  were $921  million  and $1,076
million, respectively.  The  carrying amounts for preferred stock  subject to
mandatory  redemption were $150 million  and $125 million,  and for long-term
debt were  $998 million and  $1,018 million  at December 31,  1994 and  1993,
respectively.  Fair values  are based on quoted market prices for the same or
similar issues and the current dividend or interest rates offered for instru-
ments of the same remaining maturities.


14. UNAUDITED QUARTERLY FINANCIAL INFORMATION:

Quarterly Periods  Operating  Operating      Net
     Ended          Revenues   Income      Income 

1994
 March 31           $255,829    $43,468    $24,652
 June 30             256,754     44,523     25,242
 September 30        280,470     61,597     42,528
 December 31         238,098     36,280     17,423 (a)

(a) Includes favorable federal income tax adjustments of $3.3 million related
to the resolution of various issues with the IRS. 
(b) Includes loss from Zimmer Disallowance as discussed in Note 2.

Quarterly Periods  Operating  Operating       Net
     Ended          Revenues   Income    Income (Loss) 
1993
 March 31           $219,875    $29,960  $  18,230 
 June 30             219,820     33,136     18,650 
 September 30        276,438     50,795   (110,257)(b)
 December 31         237,519     36,325     17,479