SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                        Date of Report: February 4, 2003
                        (Date of earliest event reported)

  Commission     Registrant; State of Incorporation;     I.R.S. Employer
  File Number       Address; and Telephone Number       Identification No.

    1-6543      OHIO POWER COMPANY                          31-4271000
                (An Ohio Corporation)
                1 Riverside Plaza
                Columbus, Ohio 43215
                Telephone (614) 716-1000


Item 5.  Other Events and Regulation FD Disclosure.

   Ohio Power Company ("OPCo") and its affiliate, Columbus Southern Power
Company ("CSPCo"), are reviewing their plans for compliance with Ohio's
electric restructuring law (the "Ohio Act").  Both companies currently
operate as functionally separated electric utility companies and no longer
charge bundled rates for retail sales of electricity.  The Ohio Act provides
for the legal separation of generation assets from electric transmission and
distribution assets.  OPCo and CSPCo have sought regulatory approval to
legally separate their transmission and distribution assets from their
generation-related assets pursuant to the Ohio Act and to transfer the
transmission and distribution assets to a to-be-formed affiliate company.
However, OPCo and CSPCo are currently determining the regulatory feasibility
of compliance with the Ohio Act through continued functional separation.
Assuming regulatory compliance, OPCo and CSPCo will continue to operate as
functionally separated electric utility companies.

                              SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                          OHIO POWER COMPANY

                          By: /s/ A. A. Pena
                          Name: A. A. Pena
                          Title: Treasurer

February 4, 2003