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                                                                    Exhibit 4(d)
Instruction No. 1

                         Columbus Southern Power Company
                      Unsecured Medium Term Notes, Series B
                                  (Fixed Rate)

                                  Instructions


To:  Bankers Trust Company, as Trustee


Trade date:  June 23, 1998


Principal Amount:  $60,000,000


Maturity Date:  06-26-2008


Interest Rate:  6.55%


Redemption Provisions:

         Redeemable:       Yes X    No
          In Whole:        Yes X    No
          In Part:         Yes X    No


         The Notes are subject to  redemption  at any time,  on not less than 30
but not more than 60 days' notice by mail prior to the redemption  date,  either
as a whole or in part at the option of the Company at a  redemption  price equal
to the greater of (i) 100% of the principal amount of the Notes then outstanding
and (ii) the sum of the present  values of the remaining  scheduled  payments of
principal  and  interest  thereon   discounted  to  the  redemption  date  on  a
semi-annual  basis  (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury  Rate (as defined  below) plus 15 basis  points,  plus,  in each
case, accrued interest thereon to the date of redemption.

         "Treasury  Rate" means,  with respect to any redemption  date, the rate
per  annum  equal  to  the  semi-annual  equivalent  yield  to  maturity  of the
Comparable  Treasury Issue,  assuming a price for the Comparable  Treasury Issue
(expressed  as a percentage of its  principal  amount)  equal to the  Comparable
Treasury Price for such redemption date.

         "Comparable  Treasury Issue" means the United States Treasury  security
selected by an Independent  Investment Banker as having a maturity comparable to
the remaining term of the Notes that would be utilized, at the time of selection
and in accordance with customary  financial  practice,  in pricing new issues of
corporate  debt  securities of comparable  maturity to the remaining term of the
Notes.

         "Comparable Treasury Price" means, with respect to any redemption date,
(i) the average of the bid and asked prices for the  Comparable  Treasury  Issue
(expressed in each case as a percentage  of its  principal  amount) on the third
Business  Day  preceding  such  redemption  date,  as set  forth  in  the  daily
statistical  release (or any successor release) published by the Federal Reserve
Bank of New  York  and  designated  "Composite  3:30  p.m.  Quotations  for U.S.
Government Securities" or (ii) if such release (or any successor release) is not
published  or does not  contain  such  prices on such third  Business  Day,  the
Reference Treasury Dealer Quotation for such redemption date.

         "Independent  Investment  Banker" means one of the  Reference  Treasury
Dealers appointed by the Company and reasonably acceptable to the Trustee.

         "Reference Treasury Dealer" means a primary U.S. Government
Securities Dealer in New York City selected by the Company and
reasonably acceptable to the Trustee.

         "Reference  Treasury  Dealer  Quotations"  means,  with  respect to the
Reference Treasury Dealer and any redemption date, the average, as determined by
the  Trustee,  of the bid and asked  prices for the  Comparable  Treasury  Issue
(expressed  in each case as a  percentage  of its  principal  amount)  quoted in
writing to the Trustee by such Reference Treasury Dealer at or before 5:00 p.m.,
New York City time, on the third Business Day preceding such redemption date.


Original Issue Date:  June 26, 1998

Public Offering Price:  100%

Presenting Agent's Commission:  .625%

Net Proceeds to Company:  99.375%

CUSIP No.:  19957 R AC7

Account number of participant  account maintained by DTC on behalf of Presenting
Agent:

         Merrill Lynch              #5132
         Morgan Stanley             #0050

Account number of participant account maintained by DTC on behalf of Trustee:

         Bankers Trust Company       #2808

Each Presenting Agent's name and proportionate amount of Global Note:

         Merrill Lynch              50%
         Morgan Stanley             50%

Name in which the Notes are to be registered (Registered Owner):

         Cede & Co.

Address and taxpayer  identification  number of Registered Owner and address for
payment:

         The Depository Trust Company
         55 Water Street
         New York, NY  10041
         #13-2555119

Yield of U.S. Treasury securities of comparable maturity maturing
at 05-15-2008:  5.45%

Discount Security:  Yes___   No X

         Yield to Maturity:  6.64%

         Initial Accrual Period:  06-26-98 - 08-31-98

Account of Company into which net proceeds are to be deposited:
Citibank, ABA# 021-000-089, Account #0002-6657

Any Other Book-Entry Note represented by Global Security (to the extent known):


                                            COLUMBUS SOUTHERN POWER COMPANY

                                            By: /s/ Henry W. Fayne
                                                  Vice President