File No. 70-8347


               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C. 20549

                 ______________________________

                         AMENDMENT NO. 2
                               TO
                            FORM U-1
                 _______________________________

                   APPLICATION OR DECLARATION

                            under the

           PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

                              * * *

                    APPALACHIAN POWER COMPANY
            40 Franklin Road, Roanoke, Virginia 24022

                 COLUMBUS SOUTHERN POWER COMPANY
          215 North Front Street, Columbus, Ohio 43215

                       OHIO POWER COMPANY
         301 Cleveland Avenue, S.W., Canton, Ohio 44702
          (Name of companies filing this statement and
            addresses of principal executive offices)

                              * * *

              AMERICAN ELECTRIC POWER COMPANY, INC.
             1 Riverside Plaza, Columbus, Ohio 43215
             (Name of top registered holding company
             parent of each applicant or declarant)

                              * * *

             G. P. Maloney, Executive Vice President
           AMERICAN ELECTRIC POWER SERVICE CORPORATION
             1 Riverside Plaza, Columbus, Ohio 43215


                 A. Joseph Dowd, General Counsel
           AMERICAN ELECTRIC POWER SERVICE CORPORATION
             1 Riverside Plaza, Columbus, Ohio 43215
           (Names and addresses of agents for service)

     Appalachian Power Company ("APCo"), Columbus Southern Power
Company ("CSPCo") and Ohio Power Company ("OPCo") (sometimes
individually referred to herein as "Company" and collectively as
"Companies"), hereby amend their Application or Declaration in File
No. 70-8347 as follows:
     1.   By amending and restating the third sentence of the first
paragraph of ITEM 1.  DESCRIPTION OF PROPOSED TRANSACTION as
follows:
     "CSPCo proposes to issue and sell, in one or more
     transactions from time to time through June 30, 1995, up
     to $100,000,000 aggregate par value of one or more new
     series of its cumulative preferred stock, par value $25
     per share and/or par value $100 per share."

     2.   By amending and restating the last three paragraphs of
ITEM 1.  DESCRIPTION OF PROPOSED TRANSACTION as follows:
          "The terms of the cumulative preferred stock may
     provide that (i) the cumulative preferred stock is not
     redeemable for a period ending on a date occurring up to
     15 years following the date of its issuance or (ii) the
     cumulative preferred stock would not be redeemable for a
     period of up to 15 years if the monies for such
     redemption are obtained by the Companies through a
     borrowing or issuance of stock at an effective interest
     rate or dividend cost to the Companies of less than the
     dividend rate per annum of such cumulative preferred
     stock.  After the expiration of such non-redemption or
     non-refunding period, as the case may be, such cumulative
     preferred stock may be redeemable at the Companies'
     option at a price per share equal to the stated value
     thereof together with accrued dividends to the date of
     redemption, plus up to 100% of the dividend rate,
     declining annually on a straight-line or other formula
     basis until arriving at the stated value thereof, and
     thereafter at the stated value thereof.  The Companies
     will not exercise any right of optional redemption by
     using the proceeds of any new issue of securities unless
     the estimated present value savings (derived from the net
     difference between interest or dividend payments on a new
     issue of comparable securities and on the cumulative
     preferred stock to be redeemed) is, on an after-tax
     basis, greater than the present value of all redemption
     and issuing costs, assuming an appropriate discount rate.

          In addition, the cumulative preferred stock may be
     subject to a sinking fund which may require that
     beginning after the expiration of a non-redemption or
     non-refunding period, the Companies annually redeem at a
     price per share equal to the stated value thereof,
     together with accrued dividends to the date of
     redemption, a number of shares of the cumulative
     preferred stock equal to between 5% and 20% of the number
     of shares of the cumulative preferred stock initially
     issued, and may, at its option, redeem on any such date
     an additional equivalent amount of the cumulative
     preferred stock (sometimes referred to as a 'double up'
     option).  The cumulative preferred stock may also be
     subject to a final balloon sinking fund payment which
     would require the Companies to redeem at a price per
     share equal to the stated value thereof, together with
     accrued dividends to the date of redemption, a number of
     shares of the cumulative preferred stock of up to 80% of
     the number issued.

          The Companies will obtain the funds necessary for
     any such redemption from any or all of the following: 
     internally generated funds, the borrowing or issuance of
     stock or debt or the infusion of capital from the
     Companies' parent company.  The Companies are not seeking
     any approval of the Commission regarding the manner in
     which they may obtain the funds necessary for any such
     redemption."


                            SIGNATURE
          Pursuant to the requirements of the Public Utility
Holding Company Act of 1935, the undersigned companies have duly
caused this statement to be signed on their behalf by the under-
signed thereunto duly authorized.
                    APPALACHIAN POWER COMPANY
                    COLUMBUS SOUTHERN POWER COMPANY
                    OHIO POWER COMPANY


                    By_/s/ G. P. Maloney_____
                         Vice President


Dated:  March 8, 1994

finance\amend#2.cps