<PAGE>                                               Exhibit 4(c)


September 29, 1997


            Company Order and Officers' Certificate 
              Unsecured Medium Term Notes, Series A


Bankers Trust Company, as Trustee
Four Albany Street
New York, New York 10006

Attn: Corporate Trust Division

Ladies and Gentlemen:

Pursuant to Article Two of the Indenture, dated as of September 1,
1997 (as it may be amended or supplemented, the "Indenture"), from
Columbus Southern Power Company (the "Company") to Bankers Trust
Company, as trustee (the "Trustee"), and the Board Resolutions
dated August 25, 1997, a copy of which certified by the Secretary
or an Assistant Secretary of the Company is being delivered
herewith under Section 2.01 of the Indenture, and unless otherwise
provided in a subsequent Company Order pursuant to Section 2.04 of
the Indenture,

          1.   The Company's Unsecured Medium Term Notes, Series A
     (the "Notes") are hereby established and shall be subject to
     a Periodic Offering.  The Notes shall be in substantially the
     form attached hereto as Exhibit 1. 

          2.   The terms and characteristics of the Notes shall be
     as follows (the numbered clauses set forth below corresponding
     to the numbered subsections of Section 2.01 of the Indenture,
     with terms used and not defined herein having the meanings
     specified in the Indenture):

          (i) the aggregate principal amount of Notes which may be
          authenticated and delivered under the Indenture shall be
          limited to $100,000,000, except as contemplated in
          Section 2.01(i) of the Indenture;

          (ii) the date or dates on which the principal of the
          Notes shall be payable shall be determined by an officer
          of the Company and communicated to the Trustee by
          Instructions or otherwise in accordance with procedures,
          acceptable to the Trustee, specified in a Company Order
          or Orders (both of such methods of determination being
          hereinafter referred to as "determined pursuant to
          Instructions); provided, however, that no Note shall have
          a term of less than nine months or more than 42 years;

          (iii) interest shall accrue from the date of
          authentication of the Notes; the Interest Payment Dates
          on which such interest will be payable shall be February
          1 and August 1, and the Regular Record Date for the
          determination of holders to whom interest is payable on
          any such Interest Payment Date shall be the January 15 or
          July 15, as the case may be, next preceding such Interest
          Payment Date; provided however that if the Original Issue
          Date of a Note shall be after a Regular Record Date and
          before the corresponding Interest Payment Date, payment
          of interest shall commence on the second Interest Payment
          Date succeeding such Original Issue Date and shall be
          paid to the Person in whose name this Note was registered
          on the Regular Record Date for such second Interest
          Payment Date; and provided further, that interest payable
          on the Stated Maturity Date or any Redemption Date shall
          be paid to the Person to whom principal shall be paid;

          (iv) the interest rate or rates, if any, at which the
          Notes, or any Tranche thereof, shall bear interest shall
          be determined pursuant to Instructions;

          (v) the terms, if any, regarding the redemption, purchase
          or repayment of such series, shall be determined pursuant
          to Instructions;

          (vi) (a) the Notes shall be issued in the form of a
          Global Note; (b) the Depositary for such Global Note
          shall be The Depository Trust Company; and (c) the
          procedures with respect to transfer and exchange of
          Global Notes shall be as set forth in the form of Note
          attached hereto;

          (vii) the title of the Notes shall be "Unsecured Medium
          Term Notes, Series A";

          (viii) the form of the Notes shall be as set forth in
          Paragraph 1, above;

          (ix) the maximum interest rate of the Notes shall not
          exceed by 2.5% the yield to maturity at the date of
          pricing on United States Treasury Bonds of comparable
          maturity;

          (x) the Notes shall be subject to a Periodic Offering;

          (xi) not applicable;

          (xii) any other information necessary to complete the
          Notes shall be determined pursuant to Instructions;

          (xiii) not applicable;

          (xiv) not applicable;

          (xv) not applicable;

          (xvi) whether any Notes shall be issued as Discount
          Securities and the terms thereof shall be determined
          pursuant to Instructions;

          (xvii) not applicable;

          (xviii) not applicable; and

          (xix) any other terms of the Notes not inconsistent with
          the Indenture may be determined pursuant to Instructions.

          3.   You are hereby requested to authenticate, from time
     to time after the date hereof and in the manner provided by
     the Indenture, such aggregate principal amount of the Notes
     not to exceed $100,000,000 as shall be set forth in
     Instructions (the "Instructions") in substantially the form
     attached hereto as Exhibit 2.

          4.   You have been furnished with a supply of Notes
     prepared in compliance with the Indenture and the Board
     Resolutions referred to above.  Before authenticating Notes in
     the aggregate principal amount specified in any of the
     Instructions, you are requested to complete such Notes as
     directed by such Instructions.

          5.   You are hereby requested to hold the Notes
     authenticated pursuant to each of the Instructions in
     accordance with the Administrative Procedures attached as
     Exhibit A to the Selling Agency Agreement dated September 29,
     1997, between the Company and each of the agents named
     therein.

          6.   Concurrently with this Company Order, an Opinion of
     Counsel under Sections 2.04 and 13.06 of the Indenture is
     being delivered to you.

          7.   The undersigned Armando A. Pena and John M. Adams,
     Jr., the Treasurer and Assistant Secretary, respectively, of
     the Company do hereby certify that:

          (i)   we have read the relevant portions of the
          Indenture, including without limitation the conditions
          precedent provided for therein relating to the action
          proposed to be taken by the Trustee as requested in this
          Company Order and Officers' Certificate, and the
          definitions in the Indenture relating thereto;

          (ii)  we have read the Board Resolutions of the Company
          and the Opinion of Counsel referred to above;

          (iii) we have conferred with other officers of the
          Company, have examined such records of the Company and
          have made such other investigation as we deemed relevant
          for purposes of this certificate;

          (iv)  in our opinion, we have made such examination or
          investigation as is necessary to enable us to express an
          informed opinion as to whether or not such conditions
          have been complied with; and 

          (v)   on the basis of the foregoing, we are of the
          opinion that all conditions precedent provided for in the
          Indenture relating to the action proposed to be taken by
          the Trustee as requested herein have been complied with.

Kindly acknowledge receipt of this Company Order and Officers'
Certificate, including the documents listed herein, and confirm the
arrangements set forth herein by signing and returning the copy of
this document attached hereto.

Very truly yours,


COLUMBUS SOUTHERN POWER COMPANY


By: _/s/ A. A. Pena___________
      Treasurer


And: _/s/ John M. Adams, Jr.__
       Assistant Secretary


Acknowledged by Trustee:


By: _/s/ Scott Thiel__________
    Assistant Vice President




                                                        Exhibit 1


[Unless this certificate is presented by an authorized representa-
tive of The Depository Trust Company (55 Water Street, New York,
New York) to the issuer or its agent for registration of transfer,
exchange or payment, and any certificate to be issued is registered
in the name of Cede & Co. or in such other name as is requested by
an authorized representative of The Depository Trust Company and
any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an
interest herein.]

No.


                 COLUMBUS SOUTHERN POWER COMPANY
              Unsecured Medium Term Note, Series A

CUSIP:                             Original Issue Date:

Stated Maturity Date:              Interest Rate:

Principal Amount:

Redeemable:    Yes ____  No ____
In Whole:      Yes ____  No ____
In Part:       Yes ____  No ____

Initial Redemption Date:

Redemption Limitation Date:

Initial Redemption Price:

Reduction Percentage:

     COLUMBUS SOUTHERN POWER COMPANY, a corporation duly organized
and existing under the laws of the State of Ohio (herein referred
to as the "Company", which term includes any successor corporation
under the Indenture hereinafter referred to), for value received,
hereby promises to pay to CEDE & CO. or registered assigns, the
Principal Amount specified above on the Stated Maturity Date
specified above, and to pay interest on said Principal Amount from
the Original Issue Date specified above or from the most recent
interest payment date (each such date, an "Interest Payment Date")
to which interest has been paid or duly provided for, semi-annually
in arrears on  February 1 and August 1 in each year, commencing
(except as provided in the following sentence) with the Interest
Payment Date next succeeding the Original Issue Date specified
above, at the Interest Rate per annum specified above, until the
Principal Amount shall have been paid or duly provided for. 
Interest shall be computed on the basis of a 360-day year of twelve
30-day months.

     The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date, as provided in the Indenture, as
hereinafter defined, shall be paid to the Person in whose name this
Note (or one or more Predecessor Securities) shall have been
registered at the close of business on the Regular Record Date with
respect to such Interest Payment Date, which shall be the January
15 or July 15 (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date; provided however that if
the Original Issue Date of this Note shall be after a Regular
Record Date and before the corresponding Interest Payment Date,
payment of interest shall commence on the second Interest Payment
Date succeeding such Original Issue Date and shall be paid to the
Person in whose name this Note was registered on the Regular Record
Date for such second Interest Payment Date; and provided further,
that interest payable on the Stated Maturity Date or any Redemption
Date shall be paid to the Person to whom principal shall be paid. 
Any such interest not so punctually paid or duly provided for shall
forthwith cease to be payable to the Holder on such Regular Record
Date and shall be paid as provided in said Indenture.

     If any Interest Payment Date, any Redemption Date or the
Stated Maturity Date is not a Business Day, then payment of the
amounts due on this Note on such date will be made on the next
succeeding Business Day, and no interest shall accrue on such
amounts for the period from and after such Interest Payment Date,
Redemption Date or Stated Maturity Date, as the case may be.  The
principal of (and premium, if any) and the interest on this Note
shall be payable at the office or agency of the Company maintained
for that purpose in the Borough of Manhattan, the City of New York,
New York, in any coin or currency of the United States of America
which at the time of payment is legal tender for payment of public
and private debts; provided, however, that payment of interest
(other than interest payable on the Stated Maturity Date or any
Redemption Date) may be made at the option of the Company by check
mailed to the registered holder at such address as shall appear in
the Note Register.

     This Note is one of a duly authorized series of Notes of the
Company (herein sometimes referred to as the "Notes"), specified in
the Indenture, all issued or to be issued in one or more series
under and pursuant to an Indenture dated as of September 1, 1997
duly executed and delivered between the Company and Bankers Trust
Company, a national banking association organized and existing
under the laws of the United States, as Trustee (herein referred to
as the "Trustee") (such Indenture, as originally executed and
delivered and as thereafter supplemented and amended being herein-
after referred to as the "Indenture"), to which Indenture and all
indentures supplemental thereto or Company Orders reference is
hereby made for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the
Company and the holders of the Notes.  By the terms of the
Indenture, the Notes are issuable in series which may vary as to
amount, date of maturity, rate of interest and in other respects as
in the Indenture provided.  This Note is one of the series of Notes
designated on the face hereof.

     If so specified on the face hereof and subject to the terms of
Article Three of the Indenture, this Note is subject to redemption
at any time on or after the Initial Redemption Date specified on
the face hereof, as a whole or, if specified, in part, at the
election of the Company, at the applicable redemption price (as
described below) plus any accrued but unpaid interest to the date
of such redemption. Unless otherwise specified on the face hereof,
such redemption price shall be the Initial Redemption Price
specified on the face hereof for the twelve-month period commencing
on the Initial Redemption Date and shall decline for the twelve-
month period commencing on each anniversary of the Initial
Redemption Date by a percentage of principal amount equal to the
Reduction Percentage specified on the face hereof until such
redemption price is 100% of the principal amount of this Note to be
redeemed. 

     Notwithstanding the foregoing, the Company may not, prior to
the Redemption Limitation Date, if any, specified on the face
hereof, redeem any Note of this series and Tranche as contemplated
above as a part of, or in anticipation of, any refunding operation
by the application, directly or indirectly, of moneys borrowed
having an effective interest cost to the Company (calculated in
accordance with generally accepted financial practice) of less than
the effective interest cost the Company (similarly calculated) of
this Note.

     This Note shall be redeemable to the extent set forth herein
and in the Indenture upon not less than thirty, but not more than
sixty, days previous notice by mail to the registered owner.

     The Company shall not be required to (i) issue, exchange or
register the transfer of any Notes during a period beginning at the
opening of business 15 days before the day of the mailing of a
notice of redemption of less than all the outstanding Notes of the
same series and Tranche and ending at the close of business on the
day of such mailing, nor (ii) register the transfer of or exchange
of any Notes of any series or portions thereof called for
redemption.  This Global Note is exchangeable for Notes in
definitive registered form only under certain limited circumstances
set forth in the Indenture.

     In the event of redemption of this Note in part only, a new
Note or Notes of this series and Tranche, of like tenor, for the
unredeemed portion hereof will be issued in the name of the Holder
hereof upon the surrender of this Note.

     In case an Event of Default, as defined in the Indenture,
shall have occurred and be continuing, the principal of all of the
Notes may be declared, and upon such declaration shall become, due
and payable, in the manner, with the effect and subject to the
conditions provided in the Indenture.

     The Indenture contains provisions for defeasance at any time
of the entire indebtedness of this Note upon compliance by the
Company with certain conditions set forth therein.

     The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the Holders of not less than a
majority in aggregate principal amount of the Notes of each series
affected at the time outstanding, as defined in the Indenture, to
execute supplemental indentures for the purpose of adding any
provisions to or changing in any manner or eliminating any of the
provisions of the Indenture or of any supplemental indenture or of
modifying in any manner the rights of the Holders of the Notes;
provided, however, that no such supplemental indenture shall (i)
extend the fixed maturity of any Notes of any series, or reduce the
principal amount thereof, or reduce the rate or extend the time of
payment of interest thereon, or reduce any premium payable upon the
redemption thereof, or reduce the amount of the principal of a
Discount Security that would be due and payable upon a declaration
of acceleration of the maturity thereof pursuant to the Indenture,
without the consent of the holder of each Note then outstanding and
affected; (ii) reduce the aforesaid percentage of Notes, the
holders of which are required to consent to any such supplemental
indenture, or reduce the percentage of Notes, the holders of which
are required to waive any default and its consequences, without the
consent of the holder of each Note then outstanding and affected
thereby; or (iii) modify any provision of Section 6.01(c) of the
Indenture (except to increase the percentage of principal amount of
securities required to rescind and annul any declaration of amounts
due and payable under the Notes), without the consent of the holder
of each Note then outstanding and affected thereby.  The Indenture
also contains provisions permitting the Holders of a majority in
aggregate principal amount of the Notes of all series at the time
outstanding affected thereby, on behalf of the Holders of the Notes
of such series, to waive any past default in the performance of any
of the covenants contained in the Indenture, or established
pursuant to the Indenture with respect to such series, and its
consequences, except a default in the payment of the principal of
or premium, if any, or interest on any of the Notes of such series. 
Any such consent or waiver by the registered Holder of this Note
(unless revoked as provided in the Indenture) shall be conclusive
and binding upon such Holder and upon all future Holders and owners
of this Note and of any Note issued in exchange herefor or in place
hereof (whether by registration of transfer or otherwise),
irrespective of whether or not any notation of such consent or
waiver is made upon this Note.

     No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of
the Company, which is absolute and unconditional, to pay the
principal of and premium, if any, and interest on this Note at the
time and place and at the rate and in the money herein prescribed.

     As provided in the Indenture and subject to certain
limitations therein set forth, this Note is transferable by the
registered holder hereof on the Note Register of the Company, upon
surrender of this Note for registration of transfer at the office
or agency of the Company as may be designated by the Company
accompanied by a written instrument or instruments of transfer in
form satisfactory to the Company or the Trustee duly executed by
the registered Holder hereof or his or her attorney duly authorized
in writing, and thereupon one or more new Notes of authorized
denominations and for the same aggregate principal amount and
series will be issued to the designated transferee or transferees. 
No service charge will be made for any such transfer, but the
Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in relation thereto.

     Prior to due presentment for registration of transfer of this
Note, the Company, the Trustee, any paying agent and any Note
Registrar may deem and treat the registered Holder hereof as the
absolute owner hereof (whether or not this Note shall be overdue
and notwithstanding any notice of ownership or writing hereon made
by anyone other than the Note Registrar) for the purpose of
receiving payment of or on account of the principal hereof and
premium, if any, and interest due hereon and for all other
purposes, and neither the Company nor the Trustee nor any paying
agent nor any Note Registrar shall be affected by any notice to the
contrary.

     No recourse shall be had for the payment of the principal of
or the interest on this Note, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the
Indenture, against any incorporator, stockholder, officer or
director, past, present or future, as such, of the Company or of
any predecessor or successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by
the acceptance hereof and as part of the consideration for the
issuance hereof, expressly waived and released.

     The Notes of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral
multiple thereof.  As provided in the Indenture and subject to
certain limitations, Notes of this series and Tranche are
exchangeable for a like aggregate principal amount of Notes of this
series and Tranche of a different authorized denomination, as
requested by the Holder surrendering the same.

     All terms used in this Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

     This Note shall not be entitled to any benefit under the
Indenture hereinafter referred to, be valid or become obligatory
for any purpose until the Certificate of Authentication hereon
shall have been signed by or on behalf of the Trustee.

     IN WITNESS WHEREOF, the Company has caused this Instrument to
be executed.


Dated ____________________


                                   COLUMBUS SOUTHERN POWER COMPANY


                                   By:___________________________


Attest:


By:___________________________



                  CERTIFICATE OF AUTHENTICATION

     This is one of the Notes of the series of Notes designated in
accordance with, and referred to in, the within-mentioned
Indenture.

Dated:_______________

BANKERS TRUST COMPANY


By:___________________________
   Authorized Signatory



     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto

(PLEASE INSERT SOCIAL SECURITY OR OTHER
   IDENTIFYING NUMBER OF ASSIGNEE)

_______________________________________

________________________________________________________________

________________________________________________________________
(PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
________________________________________________________________
ASSIGNEE) the within Note and all rights thereunder, hereby
________________________________________________________________
irrevocably constituting and appointing such person attorney to 
________________________________________________________________
transfer such Note on the books of the Issuer, with full
________________________________________________________________
power of substitution in the premises.



Dated:________________________          _________________________



NOTICE:   The signature to this assignment must correspond with the
          name as written upon the face of the within Note in every
          particular, without alteration or enlargement or any
          change whatever and NOTICE:  Signature(s) must be
          guaranteed by a financial institution that is a member of
          the Securities Transfer Agents Medallion Program
          ("STAMP"), the Stock Exchange Medallion Program ("SEMP")
          or the New York Stock Exchange, Inc. Medallion Signature
          Program ("MSP").




                                                        Exhibit 2


Instruction No.


              Unsecured Medium Term Notes, Series A

                          Instructions


To:  _____________________________, as Trustee

Trade or sale date:

Principal Amount:  $_____________________

Stated Maturity Date:  ____________________________

Interest Rate:  ______%

Redemption Provisions:

     Redeemable:  Yes___   No___
                  In Whole:  Yes___   No___
                  In Part:  Yes___   No___
                  Initial Redemption Date:  ______________________
                  Redemption Limitation Date: ____________________
                  Initial Redemption Price:  ______%
                  Reduction Percentage:  _______%

Original Issue Date:  ____________________________
Public Offering Price:  ______%
Presenting Agent's Commission:  ______%

Net Proceeds to Company:  ______%

CUSIP No.:  ___________________

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

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

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

__________________________________________________________________


Name in which the Note is 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


Original Issue Discount Note:  Yes___   No___
Yield to Maturity:  ________%
Initial Accrual Period:  ________________________________________

Account of Company into which net proceeds are to be deposited:
__________________________________________________

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


                                   COLUMBUS SOUTHERN POWER COMPANY


                                   By:___________________________
                                    (President, Vice President, or
                                                Treasurer)