MANAGEMENT'S NARRATIVE ANALYSIS
OF RESULTS OF OPERATIONS

 Operating revenues are  derived from the sale  of Rockport Plant  energy and
capacity to  two affiliated companies,  Indiana Michigan Power  Company (I&M)
and  Kentucky Power Company  (KEPCo), and one  unaffiliated utility, Virginia
Electric and Power  Company, pursuant to Federal Energy Regulatory Commission
(FERC) approved long-term unit power  agreements.  The unit power  agreements
provide  for recovery of  costs including a  FERC approved rate  of return on
common equity and a return on other capital net of temporary cash investments
(TCI).

Net Income and Operating Revenues Decrease

 Net income declined $1.9 million reflecting  a reduction in common equity on
which  a return is  earned and the  negative effects of increased  TCI on the
return on  other capital.  The  reduction of common equity  resulted from the
payment of  dividends in  excess of  net income,  as well  as a  $1.3 million
return  of capital to the parent company.   Based on the unit power agreement
formulas,  TCI reduce  the return  on other  capital to  the extent  that the
return on TCI is lower  than the weighted average cost of debt.   The average
balance of  TCI increased monthly until  December 1, 1993 when  a $55 million
installment purchase contract was redeemed.

 The  $10  million  decline in  operating revenues  reflects the  recovery of
decreased  operating  expenses, and  the  above  discussed reduction  in  the
Company's equity on which a return is earned.

Operating Expenses Decrease

 Operating expenses decreased $9.7 million as follows:

                           Increase (Decrease)
                           From Previous Year  
                           Amount         %  
                         (dollars in thousands)
    Fuel                   $(13,224)   (12.9)
    Rent - Rockport 
     Plant Unit 2             1,076      1.6 
    Other Operation           1,273     12.6 
    Maintenance               3,248     31.6 
    Depreciation                184      0.9 
    Taxes Other Than 
      Federal Income Taxes      481     10.2 
    Federal Income Taxes     (2,741)   (39.9)
         Total             $ (9,703)    (4.4)

   The decrease  in fuel expense resulted  from an 11% lower  average cost of
fuel  per kilowatt-hour  generated  and  a 2%  decline  in generation.    The
reduction in the average cost  of fuel was primarily due to a  refund of coal
transportation charges.

   Rent  expense increased due  to tax  indemnification clauses in  the lease
agreements  which requires the  Company to reimburse  the lessors for certain
taxes.

   The  increase in other operation expense reflects increases in steam power
generation expenses, the FERC  annual operating assessment and postretirement
benefits other  than pensions  which are  billed to the  Company by  I&M, the
operator of the Rockport Plant.   In 1993 a new accounting  standard required
I&M  to change its accounting  method for postretirement  benefits other than
pensions from pay-as-you-go to accrual accounting resulting in  the increased
billing.

   Maintenance expense  increased as a  result of planned  boiler inspections
and repairs at both Rockport Plant units during 1993.

   Taxes  other  than federal  income taxes  increased  mainly due  to higher
Indiana property  tax rates,  partly offset by  the effect  of franchise  tax
audit adjustments recorded during 1992.

   The  decrease in federal income tax expense attributable to operations was
primarily due to additional  accrual adjustments recorded in 1992  for prior-
year federal income taxes  to reflect Internal Revenue Service  audit settle-
ments and a reduction in pre-tax operating income in 1993.

Nonoperating Income Decreases and Financing Costs Decline

   Nonoperating income decreased as  a result of interest income  recorded in
1992 on prior  years' federal income tax refunds due  to an audit settlement,
offset in  part by an  increase in  interest income on  TCI.  The  decline in
interest  expense resulted  from  lower interest  rates  on the  $55  million
installment purchase contract prior to its redemption on December 1, 1993.


INDEPENDENT AUDITORS' REPORT




To the Shareowner and Board of
 Directors of AEP Generating Company:

We have audited the accompanying balance  sheets of AEP Generating Company as
of December 31, 1993 and 1992, and the related 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  financial statements  present fairly, in  all material
respects, the financial position of AEP Generating Company as of December 31,
1993 and 1992, and the results of its operations  and its 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 Note 1 in Notes to 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."




DELOITTE & TOUCHE
Columbus, Ohio

February 22, 1994



STATEMENTS OF INCOME

                                                    Year Ended December 31, 
                                               1993           1992           1991   
                                                         (in thousands)   
                                                                  
OPERATING REVENUES                           $229,273       $239,232       $241,596 

OPERATING EXPENSES: 
 Fuel                                          89,214        102,438        101,271 
 Rent - Rockport Plant Unit 2                  67,003         65,927         66,660 
 Other Operation                               11,395         10,122          9,769 
 Maintenance                                   13,516         10,268          9,963 
 Depreciation                                  21,631         21,447         21,364 
 Taxes Other Than Federal Income Taxes          5,208          4,727          4,128 
 Federal Income Taxes                           4,130          6,871          6,627 

         TOTAL OPERATING EXPENSES             212,097        221,800        219,782 

OPERATING INCOME                               17,176         17,432         21,814 

NONOPERATING INCOME                             4,668          6,706          4,167 

INCOME BEFORE INTEREST CHARGES                 21,844         24,138         25,981 

INTEREST CHARGES                               10,887         11,237         12,082 

NET INCOME                                   $ 10,957       $ 12,901       $ 13,899 



STATEMENTS OF RETAINED EARNINGS

                                                     Year Ended December 31,  
                                               1993           1992           1991   
                                                        (in thousands)  
                                                                  
RETAINED EARNINGS JANUARY 1                  $23,173        $32,036        $39,077  

NET INCOME                                    10,957         12,901         13,899  

CASH DIVIDENDS DECLARED                       32,791         21,764         20,940  

RETAINED EARNINGS DECEMBER 31                $ 1,339        $23,173        $32,036  


See Notes to Financial Statements.

/TABLE





BALANCE SHEETS

                                                                 December 31, 
                                                              1993           1992   
                                                                (in thousands) 
                                                                      
ASSETS

ELECTRIC UTILITY PLANT:
 Production                                                  $627,502       $622,274
 General                                                        1,757          1,774
 Construction Work in Progress                                  1,773          3,933
         Total Electric Utility Plant                         631,032        627,981

 Accumulated Depreciation                                     181,587        160,658


         NET ELECTRIC UTILITY PLANT                           449,445        467,323




CURRENT ASSETS:
 Cash and Cash Equivalents                                          3         27,974
 Accounts Receivable:
     Affiliated Companies                                      18,689         21,678
     Other                                                         40             88
 Fuel - at average cost                                        12,867         17,466
 Materials and Supplies - at average cost                       4,121          4,085
 Prepayments                                                      731            626
 Accrued Tax Benefit                                             -             5,974

         TOTAL CURRENT ASSETS                                  36,451         77,891



DEFERRED FEDERAL INCOME TAX ASSETS                             10,975           -   


REGULATORY ASSETS                                              30,536         31,151


                    TOTAL                                    $527,407       $576,365


See Notes to Financial Statements.
/TABLE






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

CAPITALIZATION:
 Common Stock - Par Value $1,000:
   Authorized and Outstanding - 1,000 Shares                 $  1,000       $  1,000
 Paid-in Capital                                               54,435         55,735
 Retained Earnings                                              1,339         23,173
         Total Common Shareowner's Equity                      56,774         79,908
 Long-term Debt                                               108,188        162,780
         TOTAL CAPITALIZATION                                 164,962        242,688

OTHER NONCURRENT LIABILITIES                                    1,736          1,015

CURRENT LIABILITIES:
 Short-term Debt - Notes Payable                               15,250           -   
 Accounts Payable:
   General                                                      5,016          3,952
   Affiliated Companies                                         3,793            906
 Taxes Accrued                                                  3,697           -   
 Interest Accrued                                               2,963          3,098
 Rent Accrued - Rockport Plant Unit 2                           5,588          4,963
 Other                                                          1,063          1,493
         TOTAL CURRENT LIABILITIES                             37,370         14,412

DEFERRED GAIN ON SALE AND LEASEBACK -
  ROCKPORT PLANT UNIT 2                                       218,646        226,203

DEFERRED INVESTMENT TAX CREDITS                                83,901         87,390

DEFERRED FEDERAL INCOME TAXES                                    -             4,657

DEFERRED AMOUNTS DUE TO CUSTOMERS FOR 
  FEDERAL INCOME TAXES                                         20,792           -   

COMMITMENTS AND CONTINGENCIES (Note 2)

                    TOTAL                                    $527,407       $576,365
/TABLE





STATEMENTS OF CASH FLOWS

                                                      Year Ended December 31,
                                               1993           1992           1991   
                                                        (in thousands)
                                                                  
OPERATING ACTIVITIES:
  Net Income                                 $ 10,957       $ 12,901       $ 13,899 
  Adjustments for Noncash Items:
     Depreciation                              21,631         21,447         21,364 
     Deferred Federal Income Taxes              5,160          7,258          5,734 
     Deferred Investment Tax Credits           (3,489)        (3,344)        (3,711)
     Amortization of Deferred Gain on Sale
      and Leaseback - Rockport Plant Unit 2    (7,557)        (8,453)        (7,587)
  Changes in Certain Current 
    Assets and Liabilities:
       Accounts Receivable                      3,037         (1,385)           765 
       Fuel, Materials and Supplies             4,563          7,227          1,309 
       Accounts Payable                         3,951         (2,922)        (1,148)
       Taxes Accrued                            9,671         13,931            332 
  Other (net)                                   1,070          1,152           (832)
         Net Cash Flows From
           Operating Activities                48,994         47,812         30,125 

INVESTING ACTIVITIES - Construction 
  Expenditures                                 (3,124)        (3,536)        (3,687)

FINANCING ACTIVITIES:
  Capital Contributions Returned
    to Parent Company                          (1,300)          -              -    
  Retirement of Long-term Debt                (55,000)          -              -    
  Change in Short-term Debt (net)              15,250           -            (5,725)
  Dividends Paid                              (32,791)       (21,764)       (20,940)
         Net Cash Flows Used For
           Financing Activities               (73,841)       (21,764)       (26,665)

Net Increase (Decrease) in Cash
 and Cash Equivalents                         (27,971)        22,512           (227)
Cash and Cash Equivalents January 1            27,974          5,462          5,689 
Cash and Cash Equivalents December 31        $      3       $ 27,974       $  5,462 


See Notes to Financial Statements.
/TABLE



NOTES TO FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES:

Organization

   AEP Generating Company (the Company or AEGCo) 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  and wholesale
sale, under long-term agreements, of electric power to  two affiliates and an
unaffiliated utility.

Rate Regulation

   As a  subsidiary of AEP Co.,  Inc., AEGCo is subject to  regulation by the
Securities and Exchange  Commission (SEC)  under the  Public Utility  Holding
Company Act of  1935 (1935 Act).  Rates  are regulated by the  Federal Energy
Regulatory Commission (FERC).

Basis of Accounting

As a rate-regulated entity, AEGCo's financial statements reflect the  actions
of the FERC which may 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, 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.   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 bor-
rowed and equity  funds used to  finance construction projects.   The average
rates used to accrue AFUDC were 8.5% in 1993, 9.25% in 1992 and 9.5% in 1991.
Since there were  no significant long-term  construction projects, AFUDC  was
not significant in 1993, 1992 and 1991.

Depreciation

   Depreciation is  provided  on a  straight line  basis  over the  estimated
useful lives  of utility plant and  is calculated largely through  the use of
composite rates by functional class (i.e., production  and general).  Amounts
to be used for demolition of plant are recovered through depreciation charges
included in rates.

Rockport Plant

   Rockport  Plant  consists of  two  1,300 megawatt  (mw)  coal-fired units.
AEGCo and Indiana Michigan Power  Company (I&M), an affiliate, each  owns 50%
of one  unit (Rockport 1) and  each leases a  50% interest in the  other unit
(Rockport 2) from unaffiliated lessors under an operating lease.  The gain on
the sale  and leaseback of  Rockport 2 was  deferred and is  being amortized,
with related taxes, over the initial lease term which expires in 2022.

Unit Power Agreements

   Revenues  are  derived from  the  sale  of capacity  and  energy  to other
utilities.  Under FERC approved unit power agreements, AEGCo's share of Rock-
port Plant capacity is sold to two affiliates, I&M and Kentucky Power Company
(KEPCo), and an  unaffiliated utility,  Virginia Electric  and Power  Company
(VEPCo).  One agreement provides for the sale to I&M of AEGCo's entire output
of Rockport 1 and 2.  Pursuant to a subsequent agreement, 390 mw  of Rockport
Plant capacity is  sold to KEPCo (15% of  each unit).  An agreement  with I&M
and VEPCo permits the sale of 455  mw of AEGCo's Rockport 1 capacity to VEPCo
through December 31, 1999.  I&M purchases 455 mw of Rockport 2 capacity.  Ap-
proximately 37% in  1993, 33% in 1992  and 36% in 1991 of  operating revenues
were derived from sales to VEPCo.

Recovery of Costs

   Pursuant to  the unit power agreements,  full cost of  service recovery is
allowed.  Recovery includes costs of operation, a return on common equity and
a return on other capital net of temporary cash investments.

Cash and Cash Equivalents

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

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  differences between the  book 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 at  statutory  rates.   As  a result  of  the  adoption of  SFAS  109,
additional deferred tax  assets were recorded and in accordance  with SFAS 71
corresponding regulatory liabilities were also recorded.  As a result of this
change in accounting effective  January 1, 1993, deferred federal  income tax
assets and regulatory liabilities  increased $21.6 million with no  effect on
net income.

   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

   Losses on  reacquired debt are deferred and amortized over the term of the
reacquired debt.

Reclassifications

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


2. COMMITMENTS AND CONTINGENCIES:

Construction

   Construction expenditures for  the years  1994-1996 are  estimated at  $13
million and, in connection therewith, certain commitments have been made.

Environmental Matters

   The  Company is  regulated 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.   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  storage and disposal
sites  under  existing  legislation.   Management  has  no  knowledge of  any
unrecorded material cleanup costs.

   The Clean Air Act Amendments of 1990 (CAAA) require significant reductions
in  sulfur dioxide and nitrogen oxides emitted from certain existing generat-
ing plants.  The Rockport Plant complies with the CAAA since  the plant burns
low sulfur western coal obtained under long-term contract.


3. 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                             $(1,991)       $   577        $   944 
  Deferred                              6,121          6,297          5,734 
  Deferred Investment Tax Credits        -                (3)           (51)
    Total                               4,130          6,871          6,627 
Charged (Credited) to 
  Nonoperating Income (net):
  Current                               1,661            747            247 
  Deferred                               (961)           961            - 
  Deferred Investment Tax Credits      (3,489)        (3,341)        (3,660)
    Total                              (2,789)        (1,633)        (3,413)
Total Federal Income 
  Taxes as Reported                   $ 1,341        $ 5,238        $ 3,214 

   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                            $10,957        $12,901        $13,899
Federal Income Taxes                    1,341          5,238          3,214
Pre-tax Book Income                   $12,298        $18,139        $17,113
Federal Income Taxes on Pre-tax Book
 Income at Statutory Rate (35% in
 1993 and 34% in 1992 and 1991)       $ 4,304        $ 6,167        $ 5,818 
Increase (Decrease) in Federal Income
 Taxes Resulting From the 
 Following Items:
 Depreciation                           1,154          1,101          1,141 
  Allowance for Funds Used 
  During Construction                  (1,054)        (1,083)        (1,073)
  Amortization of Deferred Net Book
   Gain on Sale and Leaseback
    - Rockport Plant Unit 2               640            715            715 
  Rockport Plant Unit 2 Investment
   Tax Credits included in Taxable
   Income (net)                           374            367            367
  Investment Tax Credits (net)         (3,489)        (3,341)        (3,664)
  Federal Income Tax Accrual 
    Adjustments                          (600)         1,400           -    
  Other                                    12            (88)           (90)
Total Federal Income Taxes as
  Reported                            $ 1,341        $ 5,238        $ 3,214 
Effective Federal Income Tax Rate       10.9%          28.9%          18.8% 

   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                $  (330)       $ 1,321        $ 1,144
  Investment Tax Credits                  -                3             47
Total Current Federal Income Taxes       (330)         1,324          1,191

Deferred:
 Depreciation                           4,703          4,653          4,090
  Allowance for Borrowed Funds 
   Used During Construction            (1,061)        (1,035)        (1,130)
  Accrued Interest Income                (961)           961           - 
  Amortization of Deferred Net Book
   Gain on Sale and Leaseback
   - Rockport Plant Unit 2              2,971          3,272          3,537
  Rockport Plant Unit 2 Investment
   Tax Credits Included in
    Taxable Income (net)                 (499)          (602)          (723)
  Other                                     7              9            (40)
Total Deferred Federal Income Taxes     5,160          7,258          5,734
Total Deferred Investment Tax Credits  (3,489)        (3,344)        (3,711)
Total Federal Income Taxes as 
  Reported                            $ 1,341        $ 5,238        $ 3,214


   The  Company joins  in the  filing of  a  consolidated federal  income tax
return with its affiliates in the Amercian Electric Power (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 invest-
ment 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  alloca-
tion   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 years
prior to 1988.   Returns for the years 1988 through  1990 are presently being
audited by the  IRS.  In the opinion  of management, the final  settlement of
open years will not have a material effect on results of operations.


   The net deferred tax asset of $11 million at December 31, 1993 is composed
of deferred  tax assets  of $130.3  million and deferred  tax liabilities  of
$119.3 million.  The significant temporary differences giving rise to the net
deferred tax asset are:
                                    Deferred Tax Asset
                                        (Liability)
                                      (in thousands)

  Property Related Temporary Differences  $(63,200) 
  Amounts Due To Customers
    For Future Federal Income Taxes          7,277
  Deferred Net Gain on Sale 
    and Leaseback - 
    Rockport Plant Unit 2                   67,033
  All Other (net)                             (135)
    Total Net Deferred Tax Asset          $ 10,975 


4. LONG-TERM DEBT AND LINES OF CREDIT:

   Installment purchase contracts  were entered into  in connection with  the
issuance of pollution control revenue bonds by the city of Rockport,  Indiana
as follows:
                                   December 31,       
                                1993          1992
                                  (in thousands)

  9-3/8% due 2014             $ 55,000      $ 55,000
  6-5/8% due 2014 (a)           55,000        55,000
  Variable interest 
    rate due 2014 (b)             -           55,000
  Unamortized Discount          (1,812)       (2,220)
  Total                       $108,188      $162,780 

(a) The adjustable interest rate changes every five years and is supported by
a bank letter of credit that expires in September 1995.
(b) Redeemed  December 1993.  The  average weighted interest rate  was  2.8%,
2.9% and 4.4% for 1993, 1992 and 1991, respectively.

   Under the terms of  the installment purchase contracts, AEGCo  is required
to  pay  amounts sufficient  to enable  the payment  of  interest on  and the
principal (at  stated maturities or on  the demand of the  owners at periodic
interest adjustment dates) of related  pollution control revenue bonds issued
to finance the construction  of pollution control facilities at  the Rockport
Plant.  The installment purchase contracts are guaranteed by AEP Co., Inc.

Short-term debt borrowings are limited  by provisions of the 1935 Act  to $60
million and further limited by provisions of the bank letter of credit to $43
million.   Lines  of  credit are  shared  with AEP  System  companies and  at
December 31, 1993 and 1992 were available  in the amounts of $116 million and
$137 million, respectively.   Commitment fees of  approximately 3/16 of  1% a
year are paid to the banks to maintain the lines of credit.

5. RELATED PARTY TRANSACTIONS:

        Operating revenues include sales of energy under long-term unit power
agreements to two AEP System companies of $145 million, $160 million and $155
million for the years ended December 31, 1993, 1992 and 1991, respectively.

   I&M operates the  Rockport Plant and  bills the Company  for its share  of
operating costs which are included in the Statements of Income.

   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,  all of  which is  furnished to  AEPSC by  AEP  Co., Inc.
Billings from AEPSC  are expensed or capitalized  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. LEASES:

   Future minimum operating  lease payments for the lease of  Rockport 2 are
$74 million per year for 1994 through 1998 and total $1.8 billion for later
years.

   There were no other material lease commitments at December 31, 1993 and
1992.


7.  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.  Fair  values for long-term
debt were $136 million and $174 million at December 31,  1993 and 1992, 
respectively, based  on quoted  market prices  for the  same or similar
issues  and  the current  interest  rates  offered for  instruments  of  the 
same remaining maturities.

8. SUPPLEMENTARY INFORMATION:
                                Year Ended December 31, 
                                 1993     1992     1991
                                     (in thousands)

Taxes Other Than Federal 
 Income Taxes include:
Real and Personal Property     $3,535    $2,801   $2,453
State Income                      714       758      839
Payroll                           550       511      489
Other State and Local             409       657      347
       Total                   $5,208    $4,727   $4,128


Cash was paid (received) for:
  Interest (net of 
    capitalized amounts)      $10,667  $ 10,922  $11,835
  Income Taxes                $(9,142) $(12,204)  $3,731