Selected Consolidated Financial Data

                                                  Year Ended December 31, 
                                    1993        1992       1991        1990        1989     
                                                        (in thousands)          
                                                                   
INCOME STATEMENTS DATA:

  Operating Revenues              $1,708,577  $1,691,597  $1,679,168  $1,778,824  $1,835,934
  Operating Expenses               1,440,390   1,439,826   1,412,961   1,510,112   1,534,868
  Operating Income                   268,187     251,771     266,207     268,712     301,066
  Nonoperating Income                 18,075      22,391       7,513      11,146      10,586
  Income Before Interest Charges     286,262     274,162     273,720     279,858     311,652
  Interest Charges                   100,492     113,609     107,618      99,868     103,474
  Net Income                         185,770     160,553     166,102     179,990     208,178
  Preferred Stock Dividend 
    Requirements                      16,990      17,115      17,112      17,804      18,083
  Earnings Applicable to Common
    Stock                         $  168,780  $  143,438  $  148,990  $  162,186  $  190,095


                                                   December 31,     
                                    1993        1992       1991        1990        1989     
                                                        (in thousands)   
                                                                   
BALANCE SHEETS DATA:

  Electric Utility Plant          $4,802,327  $4,733,782  $4,761,356  $4,624,077  $4,511,533
  Accumulated Depreciation and
     Amortization                  1,992,082   1,916,011   1,871,711   1,776,299   1,688,983
  Net Electric Utility Plant      $2,810,245  $2,817,771  $2,889,645  $2,847,778  $2,822,550

  Regulatory Assets (a)           $  645,372  $  132,020  $  170,645  $  165,731  $  184,292

  Total Assets                    $4,116,305  $3,722,354  $3,714,425  $3,613,761  $3,532,175

  Common Stock and Paid-in
    Capital                       $  784,301  $  786,108  $  786,108  $  786,110  $  786,203

  Retained Earnings                  474,500     445,955     436,689     420,755     400,635
  Total Common Shareowner's
    Equity                        $1,258,801  $1,232,063  $1,222,797  $1,206,865  $1,186,838

  Cumulative Preferred Stock:
    Not Subject to Mandatory
     Redemption                   $  126,240  $  232,978  $  232,978  $  233,133  $  242,095
    Subject to Mandatory
     Redemption (b)                  115,000        -           -           -           -
  Total Cumulative Preferred
    Stock                         $  241,240  $  232,978  $  232,978  $  233,133  $  242,095

  Long-term Debt (b)              $1,194,483  $1,366,221  $1,240,140  $1,198,314  $1,158,301
  Obligations Under Capital
    Leases (b)                    $   97,329  $   96,168  $  112,802  $  107,207  $  110,862

  Total Capitalization and
    Liabilities                   $4,116,305  $3,722,354  $3,714,425  $3,613,761  $3,532,175

(a) Effective January 1, 1993  a new accounting standard Statement of
Financial Accounting Standards No. 109, Accounting for Income Taxes,  was
adopted resulting  in an  increase in regulatory  assets.  (See  Note 1  of
the Notes  to Consolidated Financial Statements).
(b) Including portion due within one year.


MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Net Income Increased

 Net income increased  16% to $185.8 million  in 1993 due mainly  to improved
retail  sales reflecting a  return to normal  weather, an  improvement in the
industrial  economy in the Company's service territory and decreased interest
expense due  to refinancings and  decreased borrowings.   In 1992 net  income
decreased  3%  due to  unseasonably mild  weather,  price competition  in the
short-term wholesale energy market, and increased interest charges reflecting
the issuance of additional long-term debt.

Outlook

 The electric  utility industry is  expected to  undergo significant  changes
for the  remainder of  the decade  because of  increasing competition  in the
generation and sale of electricity and increasing energy flows resulting from
open transmission access.   Although management believes that the  Company is
well positioned, as a low cost producer, to compete, efforts will continue to
increase  effectiveness  and  productivity  through   the  restructuring  and
combination of operations with an affiliate, Columbus Southern Power Company.
These efforts have  eliminated over 200 positions  of the Company and  closed
duplicate and less productive distribution facilities.

 The  Company faces additional  challenges recovering the  cost of affiliated
coal-mining  operations  including the  cost  of eventual  mine  closures and
reclamation, the Clean  Air Act  Amendments of 1990  and other  environmental
concerns that  could  affect future  financial performance  and possibly  the
ability to  meet financial  obligations  and commitments.   While  management
believes the Company is  equipped to meet these challenges,  future financial
performance is heavily  dependent on  the ability to  obtain favorable  rate-
making treatment to recover on a timely basis the Company's costs of service.

 Future results  of  operations  will  also  be  affected  by  the  continued
economic health of the Company's service territory, the weather, competition
for wholesale sales, the market price for unaffiliated coal vs. the cost
of  affiliated coal,  new environmental  laws and  regulations and  the rate-
making policies of the Company's  regulators.  Many of these factors  are not
generally within management's direct control yet every effort will be made to
work  with  regulators, government  officials,  and  current and  prospective
customers  to  positively  influence  these  critical  factors  and  to  take
advantage of the opportunities increased competition will bring.

Operating Revenues and Energy Sales

 The  slight  increase  in  revenues  in  1993  and  1992  was  predominantly
attributable  to increased retail sales in 1993 and increased wholesale sales
in 1992.  The change in revenues in 1993 and 1992 can be analyzed as follows:

                              Increase (Decrease)
                              From Previous Year
(dollars in millions)        1993           1992
                            Amount    %    Amount    % 
Retail:
  Price variance           $ (6.6)         $(10.7)
  Volume variance            41.1             4.9 
  Fuel Cost Recoveries        7.2             7.0
                             41.7    3.5      1.2  0.1
Wholesale:
  Price variance             13.4           (12.9)
  Volume variance           (38.2)           25.7 
  Fuel Cost Recoveries       (0.7)           (2.2)
                            (25.5)  (5.5)    10.6  2.3
Other Operating Revenues      0.8             0.6 
  Total                    $ 17.0    1.0   $ 12.4  0.7


  The increase in  retail revenues in 1993 reflects a return to normal hot
summer  weather,   which  increased  sales  to   residential  and  commercial
customers,  and continued improvement in  industrial sales.   The increase in
industrial sales was  mainly due  to improved business  conditions which  in-
creased  the number  of  industrial  customers  and  the  sales  to  existing
customers.

 Wholesale sales decreased in  1993 and increased in  1992 mainly as a result
of  changes  in demand  from the  American Electric  Power System  Power Pool
(Power Pool).   The variation in deliveries to the  Power Pool was mainly due
to the nuclear generating units of an affiliated company being out of service
for refueling and maintenance in  1992.  Energy sales  to the Power Pool  are
priced  to compensate the supplying  Power Pool member  for its out-of-pocket
costs.  Partially  offsetting the change  in Power Pool  sales in both  years
were  energy  sales to  unaffiliated utilities  which  increased in  1993 and
decreased in  1992.  The upturn  in 1993 sales to  unaffiliated utilities was
mainly  in  short-term  sales  and  was  due  to  decreased  availability  of
unaffiliated generating units combined  with the return to normal  hot summer
weather.  The decline in  sales to unaffiliated utilities in 1992  was caused
by  price  competition in  the  wholesale electric  energy  market, increased
availability of  unaffiliated utilities' generating units,  the expiration of
certain wholesale contracts, the sluggish economy and mild weather.

 Efforts  to improve  short-term wholesale sales  are affected  by the highly
competitive nature of the short-term energy market and other factors, such as
unaffiliated generating plant availability, the weather and the economy, that
are  not generally within management's control.  Future results of operations
will  be affected by  management's ability  to make  cost-effective wholesale
sales  or, if  such sales  are reduced,  the ability  to timely  raise retail
rates.

Operating Expenses

 Operating expenses were relatively unchanged  in 1993 after increasing 2% in
1992.  Changes in the components of operating expenses were as follows:

                              Increase (Decrease)
                              From Previous Year     
(dollars in millions)    1993             1992       
                        Amount    %      Amount     % 

Fuel                    $(22.1)  (3.3)   $ 26.0   4.1
Purchased Power           10.2   16.7     (15.4) (20.2)
Other Operation            9.3    4.4       9.5    4.7
Maintenance              (14.4)  (9.3)      5.8    3.9
Depreciation and 
  Amortization             4.2    3.4       2.4    2.0
Taxes Other Than Federal 
  Income Taxes             8.5    5.3      16.6   11.6
Federal Income Taxes       4.9    7.5     (18.0) (21.4)
  Total Operating 
    Expenses            $  0.6     -     $ 26.9    1.9

 In 1993 fuel expense decreased due  to a lower average cost of fuel consumed
and  decreased generation reflecting reduced Power Pool demand.  The increase
in  fuel  expense in  1992 was  caused by  increased  generation to  meet the
increased  demand from the Power Pool and industrial customers, partly offset
by a lower average cost of fuel consumed.

 Purchased  power expense  increased significantly in  1993 mainly  due to an
increase in  purchases from the Power  Pool to meet the  increased demand for
retail power.  The decrease in purchased power in 1992 resulted mainly from a
decline in power purchased from unaffiliated utilities for pass-through sales
to  other  unaffiliated  utilities  and  a  decrease  in  Power  Pool  energy
purchases.

 Reductions in scheduled power plant maintenance  accounted for the  decrease
in maintenance expense in 1993.

 The increase in taxes other than federal income  taxes in 1993 was mainly in
West Virginia  business  and occupation  taxes  and resulted  from  increased
generation  at plants  located in West  Virginia.   In 1992  taxes other than
federal  income taxes  increased due to  the effect  of favorable  prior year
accrual adjustments recorded  in 1991  associated with the  closing of  prior
years' business and occupation tax returns.

 In  1993 federal  income tax  expense attributable  to operations  increased
primarily  due to  increased  pre-tax operating  income,  offset in  part  by
unfavorable accrual  adjustments recorded in  1992 for  prior years'  federal
income  tax  returns.    The decrease  in  1992  federal  income tax  expense
attributable  to  operations  was due  primarily  to  a  decrease in  pre-tax
operating income.

Nonoperating Income and Interest Charges

   Nonoperating income declined  in 1993 and increased  significantly in 1992
mainly because  of interest income recorded  in 1992 on tax  refunds from the
Internal Revenue Service in connection with the settlement of audits of prior
years' tax returns.  Interest income was also recorded in 1992 on receivables
from customers for  the collection of prior years'  fuel costs resulting from
the favorable  resolution of  litigation regarding Federal  Energy Regulatory
Commission (FERC) ordered revenue refunds which the Company made in 1988.

 Interest  charges  decreased  in  1993  after  increasing  in  1992.    Debt
refinancings  and retirements reduced interest in 1993.  Interest charges in-
creased in  1992 largely due  to the  issuance of  additional first  mortgage
bonds used to  repay short-term debt.  Management  intends to continue, where
possible,  to refinance higher cost securities to take advantage of favorable
market interest rates.

Regulatory Assets and Deferred Tax Liabilities Increase

 The  Company prospectively  adopted  a new  accounting  standard  for income
taxes on  January 1, 1993.   The new  standard required, among  other things,
that  regulated  entities  record   deferred  tax  liabilities  on  temporary
differences previously  flowed-through for  rate-making and  book accounting.
Where   rate-making  provides   for  flow-through   treatment,  corresponding
regulatory assets were recorded.   As a  result total assets and  liabilities
increased significantly while net income increased by only $3.6 million.

Construction Spending

 Total plant and property  additions decreased to  $197 million in 1993  from
$222 million in 1992.  Management estimates construction expenditures for the
next three years  to be $484 million including expenditures necessary to meet
the requirements  of the  Clean Air  Act Amendments of  1990.   These amounts
exclude flue  gas desulfurization systems  (scrubbers) at the  Company's two-
unit  2,600 megawatt  (mw)  Gavin Plant  which  are being  constructed by  an
unaffiliated entity and which will be leased under an operating lease.  Funds
for construction  of new  facilities and improvement  of existing  facilities
come from a combination  of internally generated funds, short-term  and long-
term  borrowings and  equity investments  by the  Company's parent,  American
Electric Power  Company,  Inc. (AEP  Co., Inc.).   Approximately  86% of  the
construction  expenditures  for  the  next  three  years  will  be   financed
internally with the remainder financed externally.

Debt and Preferred Stock Financing

 The  Company  generally  issues  short-term  debt  to  provide  for  interim
financing of capital expenditures that exceed internally generated funds.  At
December 31, 1993, unused short-term  lines of credit of $537  million shared
with  other AEP System companies  were available.   Short-term borrowings in-
creased  by  $40 million  in 1993.    Regulatory provisions  limit short-term
borrowing  to $200 million;  however, this limit may  be raised.  Outstanding
short-term debt  is reduced  periodically through the  issuance of  long-term
debt and preferred stock and through equity capital contributions by AEP Co.,
Inc.

 The  Company received  or has requested  regulatory approval to  issue up to
$85 million of long-term debt and $85 million of preferred stock.  Management
expects  to use the resultant  proceeds to retire  short-term debt, refinance
higher cost and  maturing long-term debt,  refund cumulative preferred  stock
and fund construction expenditures.

 Unless  the Company  meets certain  earnings or  coverage  tests, additional
long-term  debt or  preferred stock  cannot  be issued.   In  order to  issue
certain  long-term debt without refunding  an equal amount  of existing debt,
pre-tax earnings must be equal to at least twice the  annual interest charges
on long-term debt after giving  effect to the new debt.   To issue additional
preferred  stock, after-tax gross  income must be  at least equal  to one and
one-half  times annual  interest  and preferred  stock dividend  requirements
after giving  effect  to the  new  preferred stock.    The Company  presently
exceeds these minimum coverage requirements.  At December 31, 1993, the long-
term  debt  and  preferred   stock  coverage  ratios  were  4.65   and  2.88,
respectively.

 Recently a major credit rating agency  reevaluated the credit worthiness  of
companies  in  the electric  utility industry  based  on perceived  risk from
deregulation, increased competition, reduced load growth, escalating  nuclear
plant  costs  and environmental  concerns.   The  agency lowered  its ratings
outlook for approximately one-third  of the companies but not for  Ohio Power
which was  regarded by the agency as being relatively well positioned to meet
future competitive challenges.

Competition

 Since  1990  the  short-term  wholesale  energy market  has  been  extremely
competitive.   With the  passage  of the  Energy Policy  Act  of 1992,  which
provides  for  greater  ease of  wholesale  transmission  access  and reduces
certain  regulatory  restrictions  for independent  power  producers  (IPPs),
competition is expected to increase in  the long-term wholesale market and in
the construction of new generating capacity.  For example, IPPs are no longer
required to  find an industrial host to utilize the steam by-product from the
generation of electricity  to build  a generating unit  and avoid  regulation
under the Public Utility Holding Company Act of 1935 (1935 Act).  The  Energy
Policy Act  also exempts  IPPs from  requirements under  the 1935  Act which,
among other things,  permit IPPs to  use greater amounts  of lower cost  debt
which may reduce overall cost  of capital.  Thus IPPs may have  a competitive
advantage.  Although the  Energy Policy Act specifically prohibits  FERC from
ordering retail  transmission access, the states  can do so  and many believe
that the next logical step will  be the extension of competition for existing
industrial customers which will present both opportunities and challenges for
the Company.

 Although management believes that the  Company is well positioned to compete
in  this  evolving competitive  market because  of  its technical  skills and
expertise and its position as  a low cost producer, we intend  to continue to
examine  ways  to improve  the Company's  competitive  position.   Efforts to
improve operations  and reduce costs  will continue in order  to maintain and
enhance our position as a low cost producer.

 Although  management may  have opportunities  to improve  shareholder  value
through increased competition  as a  result of open  transmission access  and
other  provisions  of the  Energy  Policy  Act of  1992,  there  is risk  and
uncertainty, especially  for  retail ratepayers  and shareholders,  regarding
reliability of future transmission  service and fair compensation for  use of
the Company's  extensive high voltage transmission  facilities.  Management's
goal is  to ensure that, to the  extent the Company's facilities  are used by
others, there is fair and appropriate compensation.

Environmental Concerns and Cost Pressures

Clean Air Act

 The  Clean Air Act  Amendments of 1990  (CAAA) require,  among other things,
substantial reductions  in sulfur  dioxide and  nitrogen oxides  emitted from
electric  generating  plants.   The  AEP Systemwide  compliance  plan employs
various methods of compliance.  The cornerstone of its least-cost strategy is
the installation of scrubbers on the Company's two-unit 2,600 mw  Gavin Plant
which is  responsible for  about 25%  of  the System's  total sulfur  dioxide
emissions.  The use of scrubbers  allows Ohio high-sulfur coal including  the
Company's affiliated  Meigs mine coal to  continue to be burned  at the Gavin
Plant.  The scrubbers will be leased from an unaffiliated  company and are to
be completed by early 1995.

 The Public Utilities Commission of  Ohio (PUCO) approved the compliance plan
as a  least-cost compliance strategy  in November 1992.   As a  result, under
Ohio law the plan is deemed prudent for subsequent PUCO rate proceedings.  In
connection  with the approval  of the plan,  the PUCO  approved a stipulation
agreement which limits the maximum recoverable cost of the scrubbers  to $815
million  and imposes a predetermined price for coal burned at certain Company
power  plants including the Gavin Plant (discussed below under "Fuel Costs").
The scrubbers are currently estimated to cost at least 10% less than the $815
million cost cap.  Based on the estimated cost to complete the scrubbers  and
current  estimates for  Gavin fuel  costs, management  believes that  the two
limits should not result in losses.

 Under  the approved plan, fuel  switching will be the  compliance method for
the Company's Muskingum River Plant generating units in 1995 and 2000 and the
Cardinal Plant units in 2000.   The plants are currently supplied  by wholly-
owned  high-sulfur  coal-mining  subsidiaries,  operating  the Muskingum  and
Windsor mines.  Consequently,  these affiliated mining operations could  shut
down resulting  in substantial costs to be recovered.  Shutdown costs for the
Muskingum  and Windsor mines include  investments in the  mines, leased asset
buy-outs,  reclamation  and  employee  benefits  and  are  estimated   to  be
approximately $250 million at December 31, 1993.

 Management intends to seek  recovery through increased rates of the cost  of
compliance  with  the  CAAA.    Since  the  Company  will  incur  substantial
compliance  costs, management is planning to  file for a retail rate increase
in Ohio  in 1994.   While  there can  be no  assurance  that regulators  will
provide  for recovery of  all such costs  on a timely basis,  every effort is
being  made to work with the PUCO to obtain timely recovery of the compliance
cost.  The cost of compliance with the CAAA, including potential mine closure
costs,  will have an  adverse effect on  results of  operations and financial
condition if not recovered from customers or through asset dispositions.

Global Warming

 Concern  about global  climate change, or  "the greenhouse  effect" has been
the focus of intensive debate within  the United States and around the world.
Much of the uncertainty about what effects greenhouse gas concentrations will
have  on the  global climate  results from  a myriad  of factors  that affect
climate.  Based on the terms of a 1992 United Nations treaty that pledged the
United  States to reduce greenhouse gas emissions, the Clinton Administration
developed a  voluntary  plan to  reduce,  by the  year 2000,  greenhouse  gas
emissions to  1990 levels.   The AEP System supports  the plan and  will work
with  the U.S. Department of  Energy and other  electric utility companies to
formulate  a  cost effective  framework  for limiting  future  greenhouse gas
emissions.

 The  AEP  System  strongly  supports a  policy  of  proactive  environmental
stewardship,  whereby actions are taken that  make economic and environmental
sense  on their  own merits, irrespective  of the uncertain  threat of global
climate  change.    To  reduce  emissions,  we  support  energy  conservation
programs, development of more efficient  generation and end use technologies,
and  forest management activities because  they are cost  effective and bring
long-term benefits  to our service area.   Should significant new measures to
control the  burning of  coal be  enacted,  they could  affect the  Company's
competitiveness  and,  if  not  recovered from  customers,  adversely  impact
results of operations and financial condition.

EMF

 Whether  electric   and  magnetic   fields  (EMF)   from  transmission   and
distribution  facilities   adversely  affect  the  public   health  is  being
extensively researched.  Management continues to support EMF research to help
determine  the  extent, if  any, to  which  EMF may  adversely  impact public
health.   However, our concern  is that new laws  imposing EMF limits  may be
passed or new regulations promulgated without sufficient scientific study and
evidence to support them.  As long as there is uncertainty about EMF, we will
have  difficulty finding  acceptable sites  for our  transmission facilities,
which could hamper  economic growth within our service area.   If the present
energy  delivery system must  be changed because  of EMF concerns,  or if the
courts  conclude that EMF exposure  harms individuals and  that utilities are
liable  for damages, then results of operations and financial condition could
be adversely affected, unless the costs can be recovered from customers.

Hazardous Material

 By-products from  the generation of  electricity include  materials such  as
ash, slag and  sludge.  In  addition, generating plants and  transmission and
distribution  facilities have used asbestos, polychlorinated biphenyls (PCBs)
and  other hazardous and non-hazardous materials.  Substantial costs to store
and  dispose  of hazardous  and non-hazardous  materials  have been  and will
continue to be incurred.   Significant additional costs could be  incurred to
comply  with new  laws and regulations  if enacted  and to  clean up disposal
sites under existing legislation.

 The  Superfund   created  by   the   Comprehensive  Environmental   Response
Compensation  and  Liability Act  addresses  cleanup  of hazardous  substance
disposal  sites and  authorizes  the United  States Environmental  Protection
Agency (Federal EPA)  to administer the  cleanup programs.   The Company  has
been named by the Federal EPA  as a "potentially responsible party" (PRP) for
two  sites  and  has received  information  requests  for  four other  sites.
Although  the potential liability associated with each site must be evaluated
individually, several general statements can be made regarding such potential
liability.

 Whether the  Company disposed of hazardous  substances at  a particular site
is often unsubstantiated; the quantity of  material disposed of at a site was
generally small;  and the nature  of the material  generally disposed  of was
non-hazardous.  Typically, the Company is one of many parties  named PRPs for
a site and, although liability is  joint and several, generally at least some
of  the  other  parties  are   financially  sound  enterprises.    Therefore,
management does not anticipate material cleanup costs for identified disposal
sites.  However, if for  unknown reasons, significant costs are incurred  for
the  cleanup of disposal sites, results of operations and financial condition
would  be adversely affected unless the costs can by recovered from insurance
proceeds and/or customers.

Regulatory Concerns

Fuel Costs

 In recent years, the Company  has experienced difficulties recovering all of
the costs  of coal produced at its affiliated mines.  A stipulation agreement
established, among other things,  a predetermined price of $1.64  per million
Btu's for the  three-year period ending  November 30, 1994.   This  agreement
applies  to four  generating plants,  three of  which are  burning affiliated
coal.   An  inflation  adjusted 15-year  predetermined  price of  $1.575  per
million Btu's  for coal burned at  the Gavin Plant was  established beginning
December 1, 1994.   After November 2009 the price  that can be recovered  for
coal from the affiliated Meigs mine, which supplies the Gavin  Plant, will be
limited  to  the  lower of  cost  or  the  then-current  market price.    The
predetermined  prices provide the  Company with an  opportunity to accelerate
recovery  of its  Ohio jurisdictional  investment in  and liabilities  of the
Meigs mining operation including  reclamation and other closure costs  to the
extent the actual cost  of coal burned at  the specified plants is less  than
the predetermined prices.

 In  order to maximize acceleration  of the recovery  of its  investment  and
future  mine closure costs, management  restructured its Meigs mining 
operation and purchased lower cost replacement  coal  under   long-term 
contracts  and  on   the  spot  market. Restructuring the Meigs operation 
reduced per unit production cost and tons produced.  Management reviewed the
potential impact of the stipulation on the Company's ability to recover the 
cost of the Ohio jurisdictional  portion of its  Meigs mining operation.  
Based on the estimated future  cost of coal at Gavin Plant we believe that
the Company  should be able to recover, under the terms  of the stipulation
agreement,  the Ohio jurisdictional  portion of the cost of the Meigs mining
operation including mine closure liabilities.

 In July  1992 the  affiliated Martinka  mining operation  was  sold and  the
Company concurrently entered into  a 20-year coal contract with  an affiliate
of the buyer.  The contract will  supply up to 2.5 million tons of low-sulfur
coal annually, including coal that will  allow the Company to comply with the
CAAA.   The Martinka  sale did not  have a significant  impact on  results of
operations or financial condition.  The contract and sale are subject to PUCO
review in a current fuel clause proceeding.

 After the expiration of the three-year  predetermined price on November  30,
1994, the  Company will pursue recovery of  the full Ohio jurisdictional cost
of affiliated  coal produced at its  Muskingum and Windsor mines.   Under the
stipulation agreement the parties agreed to negotiate any dispute  concerning
the cost of affiliated fuel burned  at the Muskingum River and Cardinal units
after November  30, 1994.  As indicated above, compliance with the January 1,
2000 Phase II  deadline of the CAAA may cause these  mines to close.  Manage-
ment intends  to seek adequate and  timely recovery of any  closure costs for
the Muskingum  and Windsor mining operations  as well as for the  cost of the
non-Ohio jurisdictional portion of  the Meigs mining operation.  In the event
the  cost of  closing affiliated  mines and/or  the cost  of affiliated  coal
cannot be recovered, results  of operations and financial condition  would be
adversely affected.

Pending Litigation
Meigs Mine

 In February 1994 a subsidiary,  Southern Ohio Coal Company (SOCCo), returned
its Meigs 31 mine  to service after it was inundated with  water in July 1993
from an  adjoining, sealed and  abandoned mine owned by  SOCCo.  On  July 26,
1993 the Ohio Environmental Protection  Agency (Ohio EPA) approved a plan  to
pump water from the mine  and discharge it into Ohio River  tributaries under
stringent  conditions for  biological and  water quality  monitoring  and for
restoring the streams after pumping.   Had SOCCo been required to fully treat
all  of the water before  discharge, it may have  been impossible to pump the
water within  a reasonable time  period to limit  damage to the mine  and its
equipment and to return  the miners to  work.  To  date, pumping has  removed
most of the water in the mine.

 The Federal EPA  and the Federal  Office of Surface  Mining Reclamation  and
Enforcement  (OSM) challenged Ohio  EPA's jurisdiction and  attempted to stop
the  state approved pumping.   SOCCo  sought and  received protection  in the
federal courts  from the  attempts of  the Federal  EPA and  OSM to  stop the
pumping operation.  Since September  16, 1993 all water pumped from  the mine
has been treated and  discharged in compliance with water  discharge permits.
Note  3 of  the  Notes to  Consolidated  Financial Statements  describes  the
details of the litigation.

 The  outcome of pending litigation as to whether the Federal EPA and OSM had
jurisdiction to  stop the pumping of water prior to September 16, 1993 cannot
be predicted.   Therefore, it is not  possible at this time  to determine the
amount of any additional environmental mitigation costs and penalties
that   might  be  imposed  if  SOCCo  is  unsuccessful  in  this  litigation.
Management  is  advised by  independent consultants  that  the damage  to the
streams  and biological  life therein  is minor.   The  mine was  returned to
service  in February 1994 and an insurance  claim was filed for damage to the
mine's  equipment.   Based on  the expected  outcome  of the  litigation, the
amount  of  the  insurance  proceeds and  status  of  required  environmental
mitigation, management does not expect that the net cost of the Meigs 31 mine
restoration will materially affect results of operations.

Other Litigation

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

New Accounting Standards

 Two new  accounting standards were issued in 1993 that were adopted in 1994.
The implementation of these new standards will not have a  significant effect
on results of operations or financial condition.

Effects of Inflation

 Inflation affects  the  cost  of replacing  utility plant  and  the cost  of
operating  and  maintaining  such  plant.    The  rate-making process  limits
recovery of the historical cost  of assets resulting in economic  losses when
the effects of inflation are not recovered from customers on  a timely basis.
However, economic gains that result from the repayment of long-term debt with
inflated dollars partly offset such losses.

INDEPENDENT AUDITORS' REPORT





To the Shareowners and Board of
 Directors of Ohio Power Company:

We  have audited the  accompanying consolidated balance  sheets of Ohio Power
Company and  its subsidiaries  as  of December  31, 1993  and  1992, and  the
related consolidated statements of income,  retained earnings, and cash flows
for  each of the  three years in the  period ended December  31, 1993.  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 Ohio  Power  Company and  its
subsidiaries  as of  December 31,  1993 and  1992, and  the results  of their
operations  and their cash  flows for each  of the three  years in the period
ended December  31, 1993  in  conformity with  generally accepted  accounting
principles.

As discussed in Notes 1 and 6 in Notes to  Consolidated Financial Statements,
effective January 1, 1993, the Company  changed its method of accounting  for
income taxes to conform with Statement of  Financial Accounting Standards No.
109  "Accounting  for  Income  Taxes,"  and  its  method  of  accounting  for
postretirement  benefits other  than pensions  to conform  with Statement  of
Financial   Accounting   Standards   No.  106   "Employers'   Accounting  for
Postretirement Benefits Other Than Pensions."




DELOITTE & TOUCHE
Columbus, Ohio

February 22, 1994





Consolidated Statements of Income

                                                               Year Ended December 31,
                                                      1993           1992          1991     
                                                                   (in thousands)            
          
                                                                        
OPERATING REVENUES                                  $1,708,577     $1,691,597    $1,679,168 

OPERATING EXPENSES:
   Fuel                                                640,963        663,120       637,129 
   Purchased Power                                      71,260         61,057        76,490 
   Other Operation                                     218,793        209,511       200,036 
   Maintenance                                         140,756        155,140       149,382 
   Depreciation and Amortization                       128,668        124,461       122,054 
   Taxes Other Than Federal Income Taxes               168,772        160,295       143,641 
   Federal Income Taxes                                 71,178         66,242        84,229 
                Total Operating Expenses             1,440,390      1,439,826     1,412,961 

OPERATING INCOME                                       268,187        251,771       266,207 

NONOPERATING INCOME                                     18,075         22,391         7,513 

INCOME BEFORE INTEREST CHARGES                         286,262        274,162       273,720 

INTEREST CHARGES                                       100,492        113,609       107,618 

NET INCOME                                             185,770        160,553       166,102 
                                                                                            
PREFERRED STOCK DIVIDEND REQUIREMENTS                   16,990         17,115        17,112 

EARNINGS APPLICABLE TO COMMON STOCK                 $  168,780     $  143,438    $  148,990 


See Notes to Consolidated Financial Statements.




Consolidated Balance Sheets

                                                                       December 31,        
                                                                   1993            1992    
                                                                      (in thousands)       
                                                                           
ASSETS

ELECTRIC UTILITY PLANT:
   Production                                                    $2,412,973      $2,391,432 
   Transmission                                                     767,548         758,134 
   Distribution                                                     766,639         731,559 
   General (including mining assets)                                754,347         773,122 
   Construction Work in Progress                                    100,820          79,535 
                 Total Electric Utility Plant                     4,802,327       4,733,782 

   Accumulated Depreciation and Amortization                      1,992,082       1,916,011 
                 NET ELECTRIC UTILITY PLANT                       2,810,245       2,817,771 


OTHER PROPERTY AND INVESTMENTS                                      138,224         131,211 


CURRENT ASSETS:
   Cash and Cash Equivalents                                         20,803          71,056 
   Accounts Receivable:
      Customers                                                     118,133         113,498 
      Affiliated Companies                                           27,269          54,466 
      Miscellaneous                                                  34,733          14,085 
      Allowance for Uncollectible Accounts                             (960)         (4,353)
   Fuel - at average cost                                           179,554         249,508 
   Materials and Supplies - at average cost                          66,791          69,134 
   Accrued Utility Revenues                                          32,234          29,677 
   Prepayments                                                       43,907          44,281 
                 TOTAL CURRENT ASSETS                               522,464         641,352 


REGULATORY ASSETS:
   Amounts Due From Customers For
      Future Federal Income Taxes                                   433,822         -       
   Other                                                            211,550         132,020 
                 TOTAL REGULATORY ASSETS                            645,372         132,020 


                     TOTAL                                       $4,116,305      $3,722,354 

See Notes to Consolidated Financial Statements.







                                                                        December 31,        
                                                                   1993            1992   
                                                                      (in thousands)        
                                                                           
CAPITALIZATION AND LIABILITIES

CAPITALIZATION:
   Common Stock - No Par Value:
      Authorized - 40,000,000 Shares
      Outstanding - 27,952,473 Shares                            $  321,201      $  321,201 
   Paid-in Capital                                                  463,100         464,907 
   Retained Earnings                                                474,500         445,955 
                Total Common Shareowner's Equity                  1,258,801       1,232,063 
   Cumulative Preferred Stock:
     Not Subject to Mandatory Redemption                            126,240         232,978 
     Subject to Mandatory Redemption                                115,000         -       
   Long-term Debt                                                 1,189,086       1,343,324 
                TOTAL CAPITALIZATION                              2,689,127       2,808,365 

OTHER NONCURRENT LIABILITIES                                        104,172         110,108 

CURRENT LIABILITIES:
   Long-term Debt Due Within One Year                                 5,397          22,897 
   Short-term Debt                                                   40,250         -       
   Accounts Payable:
      General                                                       114,002          66,425 
      Affiliated Companies                                           26,087          20,247 
   Taxes Accrued                                                    168,095         169,406 
   Interest Accrued                                                  20,862          24,059 
   Obligations Under Capital Leases                                  21,916          20,860 
   Other                                                            107,592          80,358 
                TOTAL CURRENT LIABILITIES                           504,201         404,252 

DEFERRED FEDERAL INCOME TAXES                                       725,283         310,903 

DEFERRED INVESTMENT TAX CREDITS                                      45,795          49,354 

REGULATORY LIABILITIES AND DEFERRED CREDITS                          47,727          39,372 

COMMITMENTS AND CONTINGENCIES (Note 3)

                    TOTAL                                        $4,116,305      $3,722,354 




Consolidated Statements of Cash Flows

                                                           Year Ended December 31,        
                                                      1993           1992          1991   
                                                              (in thousands)
                                                                         
OPERATING ACTIVITIES:
   Net Income                                        $ 185,770      $ 160,553     $ 166,102 
   Adjustments for Noncash Items:
      Depreciation, Depletion and Amortization         144,292        143,960       143,325 
      Deferred Federal Income Taxes                    (19,607)         3,002         5,783 
      Deferred Investment Tax Credits                   (4,222)        (4,138)       (3,961)
   Changes in Certain Current Assets and
     Liabilities:
      Accounts Receivable (net)                         (1,479)       (67,141)       (9,165)
      Fuel, Materials and Supplies                      72,297         53,036       (30,353)
      Accrued Utility Revenues                          (2,557)         4,176        (2,208)
      Accounts Payable                                  53,417            873         5,043 
   Other (net)                                         (36,245)       (12,565)      (25,135)
        Net Cash Flows From Operating Activities       391,666        281,756       249,431 

INVESTING ACTIVITIES:
   Construction Expenditures                          (161,052)      (197,001)     (177,096)
   Proceeds from Sale of Property and Other             19,124        105,045         2,260 
     Net Cash Flows Used For Investing Activities     (141,928)       (91,956)     (174,836)

FINANCING ACTIVITIES:                                                         
   Issuance of Cumulative Preferred Stock              113,610          -             -     
   Issuance of Long-term Debt                          517,478        269,231        49,271 
   Retirement of Cumulative Preferred Stock           (109,187)        -               (157)
   Retirement of Long-term Debt                       (704,959)      (145,461)       (7,910)
   Change in Short-term Debt (net)                      40,250       (133,533)       44,968 
   Dividends Paid on Common Stock                     (140,042)      (134,172)     (133,054)
   Dividends Paid on Cumulative Preferred Stock        (17,141)       (17,115)      (17,114)
     Net Cash Flows Used For Financing Activities     (299,991)      (161,050)      (63,996)

Net Increase (Decrease) in Cash and Cash Equivalents   (50,253)        28,750        10,599 
Cash and Cash Equivalents January 1                     71,056         42,306        31,707 
Cash and Cash Equivalents December 31                $  20,803      $  71,056     $  42,306 

See Notes to Consolidated Financial Statements.




Consolidated Statements of Retained Earnings

                                                               Year Ended December 31,  
                                                       1993           1992          1991    
                                                                  (in thousands)   
                                                                          
Retained Earnings January 1                           $445,955       $436,689      $420,755 

Net Income                                             185,770        160,553       166,102 
                                                       631,725        597,242       586,857 
Deductions:
  Cash Dividends Declared:
    Common Stock                                       140,042        134,172       133,054 
    Cumulative Preferred Stock:
       4.08%    Series                                     204            204           204 
       4-1/2%   Series                                     911            911           911 
       4.20%    Series                                     252            252           252 
       4.40%    Series                                     440            440           440 
       5.90%    Series                                     199           -             -    
       6.02%    Series                                     321           -             -    
       6.35%    Series                                   1,196           -             -    
       7.60%    Series                                   2,660          2,660         2,660 
       7-6/10% Series                                    2,660          2,660         2,660 
       7.72%    Series                                     691            772           772 
       7.76%    Series                                   3,337          3,492         3,492 
       8.04%    Series                                   1,206          1,206         1,206 
       8.48%    Series                                   2,275          2,544         2,544 
       $2.27     Series                                    789          1,974         1,973 
                Total Dividends                        157,183        151,287       150,168 
  Other                                                     42          -             -     
                Total Deductions                       157,225        151,287       150,168 

Retained Earnings December 31                         $474,500       $445,955      $436,689 


See Notes to Consolidated Financial Statements.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES:

Organization

   Ohio Power Company (the Company or OPCo) 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 northwestern, east
central, eastern and southern sections of 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, its facilities are operated
in conjunction with the facilities of certain other AEP Co., Inc. owned
utilities as an integrated system.

   The Company has three coal-mining subsidiaries: Central Ohio Coal Company
(COCCo), Southern Ohio Coal Company (SOCCo) and Windsor Coal Company (WCCo)
which conduct mining operations at the Muskingum mine, Meigs mine and Windsor
mine, respectively.  Coal produced by the coal-mining subsidiaries is sold to
the Company at cost plus a Securities and Exchange Commission (SEC) approved
return on investment.

Regulation

   As a member of the AEP System, OPCo is subject to regulation by the 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 OPCo and its wholly-owned
subsidiaries.  Significant intercompany items were eliminated in consol-
idation.

Basis of Accounting

   As a rate-regulated entity, OPCo's financial statements reflect the
actions of regulators that result in the recognition of revenues and expenses
in different time periods than 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 (SFAS 71),
regulatory assets and liabilities are recorded to defer expenses or revenues
reflecting such rate-making differences.

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  income item that is recovered 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 9.50% in 1993, 7.25% in 1992 and 6%  in 1991,
and the amounts of AFUDC accrued were $5 million  in 1993, $4 million in 1992
and $2 million in 1991.

Depreciation, Depletion and Amortization

   Depreciation  is provided  on  a straight-line  basis  over the  estimated
useful  lives of  utility  plant  other  than  coal-mining  property  and  is
calculated largely through  the use  of composite rates  by functional  class
(i.e., production, transmission, distribution, etc.).  Amounts to be used for
plant  demolition  are  presently  recovered  through  depreciation   charges
included in  rates.  Depreciation, depletion and  amortization of coal-mining
assets  are provided  over their  estimated useful  lives and  are calculated
using  the straight-line method for  mining structures and  equipment and the
units-of-production method for coal rights and mine development costs and are
included in the cost of coal charged to fuel expense.

Cash and Cash Equivalents

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

Operating Revenues

   Revenues  include an  accrual  for 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

   Effective January 1,  1993, the  Company adopted the  liability method  of
accounting for income taxes as prescribed by  SFAS 109, Accounting for Income
Taxes.   Under this standard  deferred federal income taxes  are provided for
all temporary differences  between the book cost and tax  basis of assets and
liabilities which  will result in a  future tax consequence.   In prior years
deferred  federal income taxes were provided for differences between book and
taxable income  except where flow-through accounting  for certain differences
was reflected in rates.  Flow-through accounting is  a method whereby federal
income tax expense for a particular item is the same for accounting and rate-
making as in  the federal income tax return.  As  a result of the adoption of
SFAS 109  significant additional deferred  tax liabilities were  recorded for
items afforded flow-through  treatment in rates.  In accordance  with SFAS 71
significant corresponding regulatory assets were also recorded to reflect the
future  recovery  of additional  taxes  due  when  the temporary  differences
reverse.  As a result of this change in accounting effective January 1, 1993,
deferred  federal income  tax  liabilities increased  by  $403.4 million  and
regulatory  assets by  $407 million,  and net  income was  increased  by $3.6
million.

   Investment tax credits utilized in prior years' federal income tax returns
were  deferred and  are being amortized  over the  life of  the related plant
investment in accordance with rate-making treatment.

Debt and Preferred Stock

   Gains and losses on  reacquired debt are  deferred and amortized over  the
term of the  reacquired debt.   If the debt  is refinanced the  reacquisition
costs are deferred and amortized over the term of the replacement debt.

   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.   The excess of par value
over costs of preferred stock reacquired to meet sinking fund requirements is
credited to paid-in capital.

Other Property and Investments

   Other property and investments are generally stated at cost.

Reclassifications

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

2. RATE MATTERS:

Recovery of Fuel Costs

   On  June 24,  1993, the FERC  issued an  order to  the Company authorizing
recovery of 1988  FERC ordered  refunds to wholesale  customers and  foregone
fuel cost recoveries, including  interest, related to  the cost of coal  from
the  affiliated Martinka mining operations.  With the favorable conclusion of
this  litigation in  December  1992,  the  favorable  impact  on  results  of
operations was recorded in 1992.

   OPCo  sold its  affiliated  Martinka mining  operation  in July  1992  and
concurrently entered into a 20-year coal-supply contract with an affiliate of
the buyer.  Under the  contract OPCo will purchase up to 2.5  million tons of
low-sulfur  coal annually, including coal that will allow compliance with the
Clean Air Act Amendments of  1990 (CAAA).  The  Martinka sale did not have  a
significant  impact on  results of  operations or  financial condition.   The
contract  and sale  are  subject to  PUCO  review in  a  current fuel  clause
proceeding.

   On  September 1, 1993, the  municipal wholesale customers  appealed to the
U.S. Court  of Appeals  FERC  orders that dismissed an  April 1991 complaint.
This  complaint  involved the  same issues  that  were favorably  resolved in
litigation concerning  FERC jurisdictional fuel recoveries  from the Martinka
mine.  Another  complaint of the municipal wholesale customers filed with the
FERC in  November 1992 requesting an  investigation of the Martinka  sale was
dismissed in June 1993.  The  municipal wholesale customers also filed a com-
plaint  in November  1992  with the  SEC requesting  an investigation  of the
Martinka  sale and  an  investigation into  the  pricing of  affiliated  coal
purchases  back to 1986.   Since the SEC has  not responded to the complaint,
the Company cannot predict the ultimate outcome of this matter.

   Coal  costs for four  of the Company's  generating plants,  three of which
burn affiliated coal from the Muskingum, Windsor and Meigs mining operations,
are  subject to  a predetermined  price of  $1.64 per  million Btu's  for the
three-year period ending November 30, 1994.   Beginning December 1, 1994  the
cost  of coal burned at the Gavin Plant is subject to a 15-year predetermined
price of $1.575 per million Btu's with quarterly adjustments.  After November
2009 the  price that  the Company  can recover for  coal from  the affiliated
Meigs  mine which supplies the  Gavin Plant will  be limited to  the lower of
cost or the then-current market  price.  The predetermined prices  provide an
opportunity to accelerate recovery  of the investment in and  the liabilities
of the Meigs  mining operations attributable to the Ohio  jurisdiction to the
extent the actual cost of coal burned at the  four plants is below the prede-
termined prices.

   Based on  the estimated future cost  of coal supplied to  the Gavin Plant,
both Meigs and unaffiliated coal, management believes that the Ohio jurisdic-
tional portion of  the cost  of the  Meigs mining  operations including  mine
closure  liabilities will  be recovered  under the  terms of  the stipulation
agreement.

   Recovery  of  the  Ohio  jurisdictional  cost  of  coal  produced  at  the
affiliated Muskingum and Windsor  mines will be pursued after  the expiration
of  the three-year predetermined price in November  1994.  In the stipulation
agreement the parties agreed to negotiate  any dispute concerning the cost of
affiliated  coal burned at the  Company's Muskingum River  and Cardinal units
after November 30, 1994.  The Muskingum mine supplies Muskingum Plant and the
Windsor  mine supplies  the Cardinal  Plant.   As discussed  in Note  3 under
"Clean Air" the  Muskingum and  Windsor mines may  have to  close as part  of
compliance with the CAAA.  Management  believes that costs of compliance with
the CAAA should be  recoverable from ratepayers and intends to  seek adequate
and timely recovery of any closure costs for the Muskingum and Windsor mining
operations as well as  for the non-Ohio  jurisdictional portion of the  Meigs
mining  operation.   Unless the cost  of affiliated mine  closures and/or the
cost  of coal  can be  recovered from  customers, results  of  operations and
financial condition would be adversely affected.

PFBC Demonstration Plant

   The  Company constructed  a  pressurized fluidized  bed combustion  (PFBC)
demonstration  plant at  a December  31, 1993  cost of  $182 million  to dem-
onstrate and further test this new technology  for removing sulfur from coal.
A one year extension on  the three-year test operation of the PFBC plant that
is  scheduled to end March 1994  has been requested.   The three-year test is
estimated  to have  cost $25  million, and  the  extension, if  granted, will
require  additional expenditures.  The Company qualified for funding from the
U.S. Department  of Energy  (DOE) and  the State of  Ohio and  received $59.5
million  and $10  million,  respectively.   The  Company has  recovered  from
ratepayers the PFBC plant costs which are not being funded by the DOE and the
State  through its retail electric  fuel component (EFC) at a  rate of 1 mill
per kwh through November  1993 and a rate of 0.3228  mill per kwh thereafter.
Continued  recovery  through the  EFC is  subject  to semi-annual  review and
approval by the PUCO.


3. COMMITMENTS AND CONTINGENCIES:

Construction and Other Commitments

   Construction program expenditures  for 1994-1996 are estimated  to be $484
million and include capital costs for compliance with the CAAA except for the
cost  of the  flue gas  desulfurization system  (scrubbers) for  the two-unit
2,600 megawatt Gavin Plant.   In 1992, the Company entered into  an agreement
for construction and  lease of  the Gavin  Plant scrubbers  with JMG  Funding
Partnership, an unaffiliated company.  The  lease will be accounted for as an
operating lease.

   In  addition to  fuel  acquired from  coal-mining  subsidiaries and  spot-
markets, the  Company has long-term  fuel supply contracts  with unaffiliated
companies.  The contracts generally contain clauses that provide for periodic
price adjustments.  The Company's retail jurisdictional fuel clause mechanism
provides,  with the regulator's review and approval, for deferred recovery of
changes in the cost of fuel except for contracts for coal received at four of
the  Company's  seven coal-fired  generating  plants  through November  1994.
After  November 1994 the  exception will only  apply to coal  received at the
Gavin Plant.    (See Note  2 for  further  details on  the application  of  a
predetermined price).  The  contracts are for  various terms, the longest  of
which extends  to 2012, and  contain clauses  that would release  the Company
from its obligation under certain force majeure conditions.

Clean Air

   The CAAA  requires significant reductions  in sulfur dioxide  and nitrogen
oxides   emitted  from  various  AEP  System  generating  plants.    The  law
established a  deadline of 1995 for  the first phase of  reductions in sulfur
dioxide emissions (Phase I) and the year 2000 for the second phase (Phase II)
as well as a permanent nationwide cap on sulfur dioxide emissions after 1999.

   In April 1992, the Company filed a systemwide Phase I CAAA compliance plan
with the PUCO.  The selection of compliance alternatives for the AEP System's
generating plants was dependent  upon the compliance method selected  for the
Company's two-unit 2,600  megawatt Gavin Plant, which emits  about 25% of the
System's total sulfur dioxide emissions.  The compliance plan filing was made
under a  1991 Ohio law that  provides an opportunity for  utilities to obtain
advance PUCO  approval of a  least-cost approach  compliance plan.   Once ap-
proved,  such plans are deemed prudent by  state law for subsequent PUCO rate
proceedings.    In November  1992,  the PUCO  issued  an order  approving the
Company's compliance plan and  a related stipulation agreement with  the PUCO
staff and the Ohio Consumers' Counsel.

   The  stipulation agreement  with the  PUCO staff  and the  Ohio Consumers'
Counsel  limits the recoverable cost of  the Gavin scrubbers to $815 million.
Management currently expects that the cost  of the scrubbers will be at least
10% less than this cap.

   The PUCO approved  plan sets  forth compliance measures  for the  System's
affected generating units, including: installation of leased scrubbers at the
Gavin  Plant;  burning  Ohio  high-sulfur  coal  at  Gavin  supplied  by  the
affiliated  Meigs mine which will operate at reduced capacity and by replace-
ment coal from  new long-term  contracts with unaffiliated  sources and  spot
market purchases; and switching from high-sulfur coal to an alternate fuel at
other System units.

   The  planned fuel switching  may result in  the shutdown of  the Company's
Muskingum and Windsor  coal-mining operations.  Shutdown  costs for Muskingum
and  Windsor  include  investments  in  the  mines,  leased  asset  buy-outs,
reclamation  and employee benefits and are estimated to be approximately $250
million  at  December 31,  1993.    Lack of  recovery  of  the cost  of  CAAA
compliance,  including  the  lease  cost  of  the  Gavin  scrubbers  and  the
investment  in  and cost  of closing  affected affiliated  mining operations,
would  adversely  affect  results  of  operations  and  financial  condition.
Management  believes that  costs  of  compliance  with  the  CAAA  should  be
recoverable from rate-payers and intends to seek recovery in the near future.

Other Environmental Matters

   The Company and  its subsidiaries  are subject to  regulation by  federal,
state and local authorities with  respect to air and water quality  and other
environmental matters.

   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  and non-hazardous  materials have  been  incurred and  will be
incurred.  Significant additional  costs could be  incurred in the future  to
meet  the requirements of new laws and  regulations, if enacted, and to clean
up existing disposal sites under existing legislation.

   The Company has been named a  "potentially responsible party" (PRP) by the
United States Environmental Protection Agency (Federal EPA) for  two disposal
sites and  has received information requests for  four other sites.  Although
the potential liability  associated with  each site must  be evaluated  indi-
vidually, several  general statements  can be  made regarding  such potential
liability.

   Whether  the Company disposed of hazardous substances at a particular site
is often  unsubstantiated; the quantity of material disposed of at a site was
generally  small; and  the nature of  the material generally  disposed of was
non-hazardous.  Typically, the Company is  one of many parties named PRPs for
a site  and, although liability is joint and several, generally at least some
of  the  other   parties  are  financially  sound  enterprises.    Therefore,
management does not anticipate material cleanup costs for identified disposal
sites.  However, if  for unknown reasons, significant costs  are incurred for
cleanup,  results of  operations and financial  condition would  be adversely
affected unless the  costs can  be recovered from  insurance proceeds  and/or
customers.

Meigs Mine Litigation

   On July  11, 1993, Meigs  31 mine, one of  two underground mines  owned by
SOCCo was inundated  with water from an adjoining, sealed  and abandoned mine
also  owned by SOCCo.   On July  26, 1993, the  Ohio Environmental Protection
Agency (Ohio EPA) approved a plan to pump water from the mine.

   The U.S. District Court for the Southern District of Ohio granted a motion
by SOCCo for  a preliminary injunction against the Federal  Office of Surface
Mining Reclamation and Enforcement (OSM) and Federal EPA preventing them from
exercising jurisdiction to issue orders  to cease the pumping.  In  an appeal
by Federal EPA and OSM the U.S. Court of Appeals for the Sixth Circuit denied
OSM's motion  for a stay of  the District Court's  preliminary injunction but
granted Federal EPA's motion for a stay in part which  allowed Federal EPA to
investigate and make findings with respect to alleged violations of the Clean
Water  Act and  thereafter to  exercise its  enforcement authority  under the
Clean Water  Act  if a  violation  was identified.    Federal EPA  issued  an
administrative  order  requiring a  partial  cessation of  pumping  which was
extended until September  8, 1993.  On September 8,  1993, the District Court
granted SOCCo's motion requesting  that enforcement of the Federal  EPA order
be stayed.   On September 23, 1993,  the Court of Appeals  ruled that Federal
EPA  had the  right  to issue  the  order, thereby  overturning the  District
Court's decision.  Since  September 16, 1993,  SOCCo has processed all  water
removed  from the  mine  through  its expanded  treatment  system and  is  in
compliance with the effluent limitations in its water discharge permits.

   On January 3,  1994 the District  Court held that  the complaint filed  by
SOCCo should not be dismissed and concluded that sufficient legal and factual
grounds  existed for  the court  to consider SOCCo's  claim that  Federal EPA
could not  override Ohio  EPA's authorization for  SOCCo to bypass  its water
treatment  system on  an emergency  basis during  pumping activities.   In  a
separate  opinion, the District Court  denied Federal EPA's  request that the
District  Court defer consideration of SOCCo's motion involving a request for
a Declaration  of Rights with  respect to the  mine water releases  into area
streams.

   The West Virginia Division of Environmental Protection has proposed fining
SOCCo $1.8 million for alleged violations resulting  from the release of mine
water into the Ohio River.

   Pumping has removed most of the  water that inundated the mine.   Meigs 31
mine  returned  to  service   in  February  1994.    The  resolution  of  the
aforementioned litigation and environmental  mitigation costs is not expected
to have  a  material adverse  impact on  results of  operations or  financial
condition.

Other Litigation

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


4. COMMON SHAREOWNER'S EQUITY:

   Mortgage  indentures,  debentures,   charter  provisions  and   orders  of
regulatory authorities  place various  restrictions  on the  use of  retained
earnings for the payment of cash dividends on  common stock.  At December 31,
1993,  $156.5  million of  retained  earnings  were restricted.    Regulatory
approval is required to pay dividends out of paid-in capital.

   In  1993, charges  to  paid-in capital  of  $1.8 million  represented  the
issuance  expense  of new  cumulative preferred  stock  and the  write-off of
premiums on retired cumulative preferred stock.  There were no other material
transactions  affecting common  stock and  paid-in capital  in 1993,  1992 or
1991.


5. 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 compensated for the
out-of-pocket  costs of energy  delivered to the  Power Pool  and charged for
energy received  from the Power Pool.   The Company is a  net supplier to the
pool and, therefore, receives net capacity credits from the Power Pool.

   Operating  revenues include $255.7 million in 1993, $291.9 million in 1992
and $255.6 million  in 1991 for  supplying energy and  capacity to the  Power
Pool.   Purchased power expense  includes charges of  $38.9 million  in 1993,
$29.1 million in  1992 and $34.8 million in 1991 for energy received from the
Power Pool.

   Power Pool members share in wholesale sales to unaffiliated utilities made
by the Power Pool.  The Company's share was included in operating revenues in
the amount of $97.3 million in 1993, $79.8 million in 1992 and $109.5 million
in 1991.

   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  $19.8
million in 1993, $20.4  million in 1992 and $29.8 million  in 1991.  Revenues
from these transactions are included in the above Power Pool wholesale sales.

   Purchased power  expense includes energy bought from  Ohio Valley Electric
Corporation, an affiliated company that is not a member of the Power Pool, in
the amounts of $7.1 million in 1993, $5.9 million in 1992 and $4.7 million in
1991.

   Operating  revenues include energy sold directly to Wheeling Power Company
in the amounts  of $57.6 million  in 1993, $62.1 million  in 1992, and  $62.8
million  in 1991.    Wheeling Power  Company  is an  affiliated  distribution
utility that is not a member of the Power Pool.

   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, charges of  $16.8 million,  $14.5 million and  $13.5 million  were
recorded in other operation  expense for transmission services in  1993, 1992
and 1991, respectively.

   The  Company  purchased  coal  from  its  mining  subsidiaries  paying its
subsidiaries $331.7 million in 1993, $398.1  million in 1992 and $493 million
in 1991 for affiliated coal.  Coal-transportation costs paid to an affiliated
company other than its  coal-mining subsidiaries aggregate approximately $8.6
million, $4 million and  $4.4 million in  1993, 1992 and 1991,  respectively.
Fuel  expense includes  charges  for  the  transportation  of  coal  from  an
affiliate  and for  the mining  of coal  from its  subsidiaries.   The prices
charged  by  the  subsidiaries  for  coal  and  by  the  affiliate  for  coal
transportation  services are  computed  generally in  accordance with  orders
issued by the SEC.

   American  Electric  Power  Service  Corporation  (AEPSC)  provides certain
managerial and professional  services to AEP System companies.   The costs of
the services are  determined 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.

6. BENEFIT PLANS:

AEP System Pension Plan

   The Company  and its subsidiaries participate  in the AEP  pension plan, a
trusteed, noncontributory defined benefit plan covering all employees meeting
eligibility requirements, except participants  in the United Mine  Workers of
America (UMWA)  pension  plans.   Benefits  are based  on service  years  and
compensation  levels.  Effective January 1, 1992 employees may retire without
reduction of benefits at age 62 and with reduced benefits as early as age 55.
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 law.

   The Company's share of net pension cost of the AEP System Pension Plan for
the years ended December 31, 1993, 1992 and 1991 was $5.9 million, $8 million
and $3.2 million, respectively.

AEP System Savings Plan

   An employee savings  plan is  offered to non-UMWA  employees which  allows
participants to contribute up to 16% of their salaries  into three investment
alternatives,  including AEP Co., Inc. common stock.  The Company contributes
an amount equal to one-half  of the first 6% of the  employees' contribution.
The Company's  contribution is  invested in  AEP Co.,  Inc. common stock  and
totaled $4.3 million in 1993, 1992 and 1991.

UMWA Pension Plans

   The Company's coal-mining subsidiaries contribute to UMWA pension funds to
provide pension benefits for UMWA employees meeting eligibility requirements.
Benefits are based on age at retirement and years of service.  As of June 30,
1993,  the UMWA actuary estimates that the coal-mining subsidiaries' share of
the  UMWA pension  plans unfunded  vested liabilities  was  approximately $44
million.   In the event  the coal-mining subsidiaries  cease or significantly
reduce  mining operations or contributions to the pension plans, a withdrawal
obligation may  be triggered  for all  or a  portion  of their  share of  the
unfunded vested liability.  Employer contributions are based on the number of
hours worked, are expensed when  paid and totaled $1.6 million in  1993, $2.1
million in 1992 and $3 million in 1991.

Postretirement Benefits Other Than Pensions

   The  AEP System  provides certain  other benefits  for retired  employees.
Substantially  all non-UMWA employees are  eligible for health  care and life
insurance benefits  if they  have at  least 10 service  years and,  effective
January 1, 1992, are age 55 at retirement.  Prior to 1993, net costs of these
benefits were recognized as an expense when paid and totaled $3.1 million and
$3.2 million in 1992 and 1991, respectively.

   Medical benefits for the Company's UMWA retirees who retired after January
1,  1976 and  the Company's active  UMWA employees  are the  liability of the
coal-mining subsidiaries.  UMWA  employees are eligible for medical  and life
insurance benefits if they have  at least 10 service  years and are at  least
age 55 at  retirement.  Former  UMWA employees become  eligible at age  55 if
they have 20 service years.  The cost of  health care benefits for this group
was also  expensed when paid in  1992 and 1991  and totaled $16.5  million in
both years.

   SFAS  106, Employers'  Accounting for  Postretirement Benefits  Other Than
Pensions,  was   adopted  in  January   1993  for  the   Company's  aggregate
postretirement benefits  other  than pensions  (OPEB)  liability.   SFAS  106
requires the accrual of the present value liability for OPEB costs during the
employee's  service years.   Prior  service costs  are being recognized  as a
transition obligation  over 20 years in accordance with SFAS 106.  OPEB costs
are  based  on  actuarially-determined  stand  alone  costs  for  each System
company.  The funding  policy is to contribute incremental  amounts recovered
through rates and cash generated by the corporate owned life insurance (COLI)
program.    The annual  accrued  costs  for 1993  required  by  SFAS 106  for
employees and  retirees, which includes  the recognition of  one-twentieth of
the prior service transition obligation, was $34.2 million.

   The  Company  received authority  from  the FERC  and  PUCO  to defer  the
increased  OPEB costs  which  are not  being  currently recovered  in  rates.
Future recovery  of the deferrals and  the annual ongoing OPEB  costs will be
sought  in the next base  rate filings.  At December  31, 1993, $9 million of
such OPEB costs were deferred.

   To  reduce  the  impact of  adopting  SFAS  106,  management took  several
measures.   First, a Voluntary Employees Beneficiary Association (VEBA) trust
fund for  OPEB benefits for all  non-UMWA employees was established.   A $6.3
million advance contribution was made to  the trust fund in 1990, the maximum
amount deductible for federal income  tax purposes.  In 1993, a  $2.3 million
contribution  was made  to the VEBA  trust fund  from amounts  recovered from
ratepayers.   In addition, to  help fund and reduce the  future costs of OPEB
benefits,  a COLI program was  implemented, except where  restricted by state
law.  The insurance policies have a substantial cash surrender value which is
recorded,  net of  equally substantial  policy loans,  as other  property and
investments.   The  policies  generated cash  of $2.5  million in  1993, $1.5
million in 1992 and $370,000 in 1991 inclusive of related  tax benefits which
was contributed to the VEBA  trust fund.  In  1997 the premium will be  fully
paid and the cash generated by the policies should increase significantly.

   UMWA health plans pay the medical benefits for the Company's UMWA retirees
who retired before January 2, 1976 and their survivors plus retirees and
others whose last employer is no longer a signatory to the UMWA contract or
is no longer in business.  The Energy Policy Act of 1992 secured lifetime
medical benefits for these retirees; reimposed funding obligations upon
companies who previously withdrew from the UMWA plans; eliminated the
withdrawal liability; eliminated the per-hour worked contribution feature for
the 1950 and 1974 UMWA Benefit Plans; assigned beneficiaries to their former
employers; and assigned to signatories on a pro rata basis those
beneficiaries who could not otherwise be assigned.  In February 1993, the
1950 and 1974 UMWA Benefit Plans were merged into the UMWA Combined Benefit
Fund and a 1992 Benefit Plan was added.  The Combined Fund is financed by
payments from current and former UMWA wage agreement signatories, the 1950
UMWA Pension Plan surplus and the Abandoned Mine Land Reclamation Fund
Surplus.  Costs of the 1992 Benefit Plan are paid by signatories to 1988 and
prior years' UMWA contracts.  Required annual payments to the UMWA health
funds made by the coal-mining subsidiaries were recognized as expense when
paid and totaled $1.2 million in 1993, $9.8 million in 1992 and $11.6 million
in 1991.

   The  recently  negotiated 1993  National  Bituminous  Coal Wage  Agreement
provides for establishment of the UMWA 1993 Benefit Plan  for future orphaned
retirees not covered by the Energy Act.  The 1993 Benefit Plan will be funded
by  signatory  operators  with  a  per-hour-worked  contribution  during  the
duration of the Agreement.  Health benefits under this Plan are provided only
for the duration of the Agreement.  In 1993 contributions under the Agreement
were not significant.

   The Energy Act also permits recovery, within established limits, of excess
funding  in  the Black  Lung  Trust funds  equal  to the  expense  of certain
benefits other than  pensions for those covered by the  UMWA Combined Benefit
Fund.  In 1993,  $8 million of Black Lung  surplus was applied in  accordance
with the Energy Act to reimburse the coal companies for benefits paid in 1992
and the first nine months of 1993.  The Company's coal subsidiaries' share of
Black Lung Trust excess funds  at December 31, 1993 and 1992 was  $17 million
and $25  million, respectively,  and may  be applied  to reimburse the  coal-
subsidiaries for benefits provided in the future.


7. FEDERAL INCOME TAXES:

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

                                                                           Year Ended December 31,                 
                                                                1993                  1992                  1991
                                                                                 (in thousands)
                                                                                                 
Charged (Credited) to Operating Expenses (net):
  Current                                                     $ 83,471              $57,487               $77,686
  Deferred                                                     (10,477)              10,487                 8,101
  Deferred Investment Tax Credits                               (1,816)              (1,732)               (1,558)
           Total                                                71,178               66,242                84,229 
Charged (Credited) to Nonoperating Income (net):
  Current                                                        4,602               19,432                (1,028)
  Deferred                                                      (9,130)              (7,485)               (2,318)
  Deferred Investment Tax Credits                               (2,406)              (2,406)               (2,403)
           Total                                                (6,934)               9,541                (5,749)
Total Federal Income Taxes as Reported                        $ 64,244              $75,783               $78,480 


   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,                 
                                                                1993                  1992                  1991
                                                                                 (in thousands)
                                                                                                 
Net Income                                                    $185,770              $160,553              $166,102 
Federal Income Taxes                                            64,244                75,783                78,480 
Pre-tax Book Income                                           $250,014              $236,336              $244,582 

Federal Income Taxes on Pre-tax Book Income at 
  Statutory Rate (35% in 1993 and 34% in 1992 and 1991)       $ 87,505               $80,354               $83,158 
Increase (Decrease) in Federal Income Taxes
  Resulting From the Following Items:
    Depreciation                                                 9,644                10,179                 8,349 
    Property Tax Accruals                                           69                (1,548)                6,049 
    Removal Costs                                               (9,030)               (5,651)               (4,814)
    Corporate Owned Life Insurance                              (9,318)               (9,010)               (5,238)
    Investment Tax Credits (net)                                (4,221)               (3,986)               (4,311)
    Sale of Martinka Mining Property                              -                    7,825                  -
    Other                                                      (10,405)               (2,380)               (4,713)
Total Federal Income Taxes as Reported                        $ 64,244               $75,783               $78,480 

Effective Federal Income Tax Rate                                 25.7%                 32.1%                 32.1%






   The following are the principal components of federal income taxes as reported:

                                                                           Year Ended December 31,                 
                                                                1993                  1992                  1991
                                                                                 (in thousands)
                                                                                                 
Current:
  Federal Income Taxes                                        $ 88,072               $76,767              $77,008
  Investment Tax Credits                                             1                   152                 (350)
Total Current Federal Income Taxes                              88,073                76,919               76,658

Deferred:
  Depreciation                                                   4,075                 2,638                5,150 
  Tidd Pressurized Fluidized Bed Combustion
    Research and Development                                      (946)                1,257               (4,203)
  Business and Occupation Tax Provision                           -                     -                   5,001
  Sale of Martinka Mining Property                                -                   (4,132)                -    
  Martinka Fuel Cost Recoveries                                 (9,580)                5,037                 -    
  Postretirement Benefits Other Than Pensions                   (4,899)                 -                    -
  Other                                                         (8,257)               (1,798)                (165)
Total Deferred Federal Income Taxes                            (19,607)                3,002                5,783 
Total Deferred Investment Tax Credits                           (4,222)               (4,138)              (3,961)
Total Federal Income Taxes as Reported                        $ 64,244               $75,783              $78,480



   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  and
investment tax credits utilized  to the System companies giving  rise to them
in determining their current tax expense.   The tax loss of the System parent
company, AEP Co., Inc., 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 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  1988  through 1990 are 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.

   The net deferred  tax liability of $725.3 million at  December 31, 1993 is
composed   of  deferred  tax  assets  of  $134.6  million  and  deferred  tax
liabilities of $859.9  million.  The significant temporary differences giving
rise to the net deferred tax liability are:

                                   Deferred Tax Asset
                                       (Liability)
                                      (in thousands)

  Property Related 
    Temporary Differences               $(589,901)
  Amounts Due From Customers
    For Future Federal Income Taxes      (151,838)
  All Other (net)                          16,456

    Total Net Deferred Tax Liability    $(725,283)


8. SUPPLEMENTARY INFORMATION:

                            Year Ended December 31,   
                          1993       1992       1991
                                (in thousands)
Taxes Other Than Federal
  Income Taxes include:
    Real and Personal
      Property          $ 70,639   $ 69,623   $ 67,896
    Gross Receipts        50,693     50,297     49,868
    Business and
      Occupation          32,447     26,901     11,498
    Payroll                9,600      9,765      9,563
    State Income           2,626      1,082      1,898
    Other                  2,767      2,627      2,918
      Total             $168,772   $160,295   $143,641

Fuel includes charges
  relating to affiliated
  coal-mining operations
  as follows:
  Maintenance           $56,120    $ 72,194   $ 90,822
  Depreciation,
    Depletion and
    Amortization         14,824      18,910     20,924
  Taxes Other Than
    Federal Income 
    Taxes                20,758      27,298     35,997
      Total             $91,702    $118,402   $147,743

Cash was paid for:
  Interest (net of 
    capitalized 
    amounts)            $101,659   $112,365   $104,460
  Income Taxes           $95,684    $83,164    $75,373
Noncash Acquisitions
  Under Capital Leases
  were                   $33,097    $23,036    $51,260

   In connection  with the 1992  sale of  Martinka operations the  Company is
receiving cash  payments from  the buyer  of $77 million  over a  13-1/2 year
period which had  a net present  value of $44.6  million at  the time of  the
sale.


9. LEASES:

   Leases of property, plant and equipment are for periods up to 30 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  generally charged to  operating expense  in accordance
with rate-making treatment.  The components of rentals are as follows:

                            Year Ended December 31,   
                          1993       1992       1991
                                (in thousands)

Operating Leases        $26,432    $43,209    $40,685
Amortization of
  Capital Leases         20,352     20,034     24,790
Interest on 
  Capital Leases          6,539      8,371      9,217
Total Rental Payments   $53,323    $71,614    $74,692

   Properties  under capital  leases and  related obligations  recorded on 
the Consolidated Balance Sheets are as follows:
                                        December 31,   
                                      1993       1992
                                      (in thousands)
Electric Utility Plant:
  Production                        $  5,248   $ 30,204
  General (including mining assets)  160,929    173,246
      Total Electric Utility Plant   166,177    203,450
  Accumulated Amortization            84,400    107,282
      Net Electric Utility Plant      81,777     96,168
Other Property                        15,552       -   
      Net Property under 
       Capital Leases               $ 97,329   $ 96,168

Obligations under Capital Leases     $97,329    $96,168
Less Portion Due Within One Year      21,916     20,860
Noncurrent Liability                 $75,413    $75,308

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

   Future minimum lease rentals, consisted of the following at December 31,
1993:
                                                               Non-   
                                                               Cancelable 
                                                 Capital       Operating    
                                                 Leases          Leases     
                                                      (in thousands)        

   1994                                          $ 28,180      $ 26,015 
   1995                                            23,409        24,386 
   1996                                            18,162        22,406 
   1997                                            13,807        19,970 
   1998                                             9,768        18,174 
   Later Years                                     21,645       154,017 
   Total Future Minimum Lease Rentals             114,971      $264,968 
   Less Estimated Interest Element                 17,642               
   Estimated Present Value of
      Future Minimum Lease Rentals               $ 97,329               


10.  CUMULATIVE PREFERRED STOCK:

   At December 31, 1993, authorized shares of cumulative preferred stock were
as follows:
                             Par Value                     Shares Authorized
                               $100                             3,762,403
                                 25                             4,000,000

   Unissued shares  of the cumulative preferred stock  may or may not possess
mandatory redemption characteristics upon issuance.  The cumulative preferred
stock  is  callable at  the  price  indicated plus  accrued  dividends.   The
involuntary liquidation preference is par value.


A. Cumulative Preferred Stock Not Subject to Mandatory Redemption:

              Call Price                                                         Shares                Amount       
             December 31,       Par        Number of Shares Redeemed           Outstanding          December 31,    
Series           1993          Value         Year Ended December 31,        December 31, 1993      1993       1992 
                                            1993      1992      1991                               (in thousands)
                                                                                    
4.08%          $103            $100          -         -         -                50,000        $  5,000    $  5,000
4-1/2%          110             100          -         -         -               202,403          20,240      20,240
4.20%           103.20          100          -         -         -                60,000           6,000       6,000
4.40%           104             100          -         -         -               100,000          10,000      10,000
7.60%           102.26          100          -         -         -               350,000          35,000      35,000
7-6/10%         102.11          100          -         -         -               350,000          35,000      35,000
7.72%              -            100         100,000    -         -                  -               -         10,000
7.76%              -            100         450,000    -         -                  -               -         45,000
8.04%           102.58          100          -         -         -               150,000          15,000      15,000
8.48%              -            100         300,000    -         -                  -               -         30,000
$2.27              -             25         869,500    -        6,200               -               -         21,738
                                                                                                $126,240    $232,978

B. Cumulative Preferred Stock Subject to Mandatory Redemption:

                                                                                 Shares                 Amount       
                                Par                                            Outstanding           December 31,    
Series(a)                      Value                                        December 31, 1993      1993        1992 
                                                                                                    (in thousands)
                                                                                                 
5.90% (b)                      $100                                              450,000         $ 45,000        -   
6.02% (c)                       100                                              400,000           40,000        -   
6.35% (d)                       100                                              300,000           30,000        -   
                                                                                                 $115,000    $   -   
(a) Not callable until after 2002.  There are no aggregate sinking fund provisions through 1998.
(b) Shares  issued November 1993.  Commencing in 2004 and continuing through the year 2008, a sinking fund for the 5.90%  
cumulative preferred stock will require the redemption of 22,500 shares each year  and the redemption of the remaining      
shares outstanding on January 1, 2009, in each case at $100 per share.
(c) Shares issued October 1993.  Commencing in 2003 and continuing through the year 2007, a sinking fund for the 6.02%      
cumulative preferred  stock will require the redemption of 20,000 shares each year and the  redemption of the remaining     
shares outstanding on December 1, 2008, in each case at $100 per share.
(d) Shares  issued April  1993.   Commencing in 2003 and continuing through the year 2007, a sinking fund for the 6.35%
cumulative preferred stock will  require the redemption of 15,000 shares each year and the redemption of  the remaining     
shares outstanding on June 1, 2008, in each case at $100 per share.


11.  LONG-TERM DEBT AND LINES OF CREDIT:

   Long-term debt by major category was outstanding as follows:
                                   December 31,     
                               1993           1992
                                 (in thousands)

First Mortgage Bonds         $  842,981   $  998,771
Installment Purchase 
  Contracts                     232,103      232,642
Notes Payable to Banks           95,000      110,000
Sinking Fund Debentures          17,884       17,895
Other                             6,515        6,913
                              1,194,483    1,366,221
Less Portion Due Within
  One Year                        5,397       22,897

  Total                      $1,189,086   $1,343,324

   First mortgage bonds outstanding were as follows:
                                            December 31,    
                                           1993      1992   
                                           (in thousands)     

% Rate      Due                    
9     1994 - December 1                  $   -     $ 80,000 
5     1996 - January 1                     38,759    38,759 
6-1/2 1997 - August 1                      46,620    46,620 
6-3/4 1998 - March 1                       55,661    55,661 
9-7/8 1998 - June 1                          -      100,000 
7-3/4 1999 - March 1                         -       67,786 
8.10  2002 - February 15                   50,000    50,000 
8.25  2002 - March 15                      50,000    50,000 
7-5/8 2002 - April 1                       16,910    16,910 
9-1/4 2002 - April 1                         -       72,500 
7-3/4 2002 - October 1                     24,000    24,000 
6.75  2003 - April 1                       40,000      -    
6.875 2003 - June 1                        40,000      -    
8-3/8 2003 - August 1                        -       40,000 
6.55  2003 - October 1                     40,000      -    
6.00  2003 - November 1                    25,000      -    
6.15  2003 - December 1                    50,000      -    
9-1/4 2006 - November 1                      -       80,000 
9     2007 - April 1                         -       40,000 
9-1/4 2008 - March 1                         -       38,000 
9-7/8 2020 - August 1                      50,000    50,000 
9.625 2021 - June 1                        50,000    50,000 
8.80  2022 - February 10                   50,000    50,000 
8.75  2022 - June 1                        50,000    50,000 
7.75  2023 - April 1                       40,000      -    
7.85  2023 - June 1                        40,000      -    
7.375 2023 - October 1                     40,000      -    
7.10  2023 - November 1                    25,000      -    
7.30  2024 - April 1                       25,000      -    
Unamortized Discount (net)                 (3,969)   (1,465)
                                          842,981   998,771 
Less Portion Due Within One year             -        7,500 
  Total                                  $842,981  $991,271 



   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.

   Sinking fund debentures outstanding were as follows:

                                   December 31,     
                               1993           1992
                                 (in thousands)

5-1/8% Series 
  due 1996 - January 1      $ 8,691          $ 8,691
6-5/8% Series 
  due 1997 - August 1         4,253            4,253
7-7/8% Series 
  due 1999 - March 1          4,905            4,905
Unamortized Premium              35               46
    Total                   $17,884          $17,895

   Prior  to December 31, 1993 sufficient principal amounts of debentures had
been reacquired to satisfy all future sinking fund requirements.  The Company
may make additional sinking fund payments of up to $1.5 million annually.

   The  notes payable to  banks have due  dates ranging from  January 1994 to
January  1998 with interest payable quarterly at  rates ranging from 5.79% to
8.01%.  In January 1994, one of the subsidiaries entered into three term loan
agreements  due January 2001 totaling  $30 million with  6.20% fixed interest
rates  and one $15 million variable interest  rate term loan agreement due in
January 1999 with a 3.725% initial rate through July 1994.  The proceeds were
used in January 1994  to pay at maturity two fixed  interest rate term loans,
$20 million at 8.00% and $25 million at 8.01%.   As a result, the $45 million
of term loans are reported as long-term in the financial statements.

   Installment purchase  contracts have been entered into  in connection with
the issuance of pollution  control revenue bonds by governmental  authorities
as follows:
                                   December 31,     
                               1993           1992
                                 (in thousands)
Ohio Air Quality Development
 7.4% Series B 
  due 2009 - August 1        $ 50,000       $ 50,000
Mason County, West Virginia:
 7% Series A 
  due 2007 - June 1              -            50,000
 5.45% Series B 
  due 2016 - December 1        50,000           -
Marshall County, West 
 Virginia:
 6.95% Series A 
  due 2007 - December 1          -            50,000
 7-1/4% Series B 
  due 2008 - June 1              -            35,000
 5.45% Series B 
  due 2014 - July 1            50,000           -
 5.90% Series D 
  due 2022 - April 1           35,000           -
 6.85% Series C 
  due 2022 - June 1            50,000         50,000
Unamortized Discount           (2,897)        (2,358)
    Total                    $232,103       $232,642

   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 (at stated maturities and upon mandatory redemption) of related
pollution control  revenue  bonds  issued  to  finance  the  construction  of
pollution control facilities at certain plants.

   At  December  31,  1993,  annual  consolidated  long-term  debt  payments,
excluding premium or discount, are as follows:

                                  Principal Amount
                                   (in thousands) 

  1994                               $    5,397   
  1995                                      397
  1996                                   56,166
  1997                                   71,270
  1998                                   72,739
  Later Years                           995,345   
    Total                            $1,201,314   

   Short-term  debt borrowings are  limited by provisions of  the 1935 Act to
$200 million.  Lines of credit are shared with AEP System companies and
at December 31, 1993 and  1992 were available in the amounts of  $537 million
and $521 million, respectively.  Commitment fees  of approximately 3/16 of 1%
a year are paid to  the banks to maintain  the lines of credit.   Outstanding
short-term debt consisted of $2.2 million of notes payable and $38 million of
commercial paper at December 31, 1993.

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, 1993 and 1992 fair
values for long-term debt were $1.25 billion and $1.41 billion, respectively.
Fair value for  preferred stock  subject to mandatory  redemption, issued  in
1993, is $112.6 million.   Fair values are based on  quoted market prices for
the same or similar issues and the current dividend or interest rates offered
for instruments of the same remaining maturities.


14. UNAUDITED QUARTERLY FINANCIAL INFORMATION:

Quarterly Periods        Operating  Operating     Net
     Ended                Revenues   Income     Income                        
                             (in thousands)
1993
 March 31                $430,158    $68,965   $49,287
 June 30                  410,923     62,899    39,499
 September 30             457,532     65,100    43,643
 December 31              409,964     71,223    53,341

1992
 March 31                 439,537     67,778    41,624
 June 30                  394,739     53,288    26,641
 September 30             436,914     62,703    38,573
 December 31              420,407     68,002    53,715

   Fourth  quarter 1992 net income includes $15 million comprised of interest
on  prior years federal  income tax refunds,  the resolution of  the Martinka
mine fuel  cost recovery litigation, discussed in Note 2, and cost reductions
due to favorable benefit plan experience.