<PAGE>                                                Exhibit 4(e)


Instruction No. 2


                 Columbus Southern Power Company
              Unsecured Medium Term Notes, Series A


                          Instructions


To:  Bankers Trust Company, as Trustee


Trade or sale date:  February 4, 1998


Principal Amount:  $52,000,000


Maturity Date:  02-01-2008


Interest Rate:  6.51%


Redemption Provisions:

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


     The Note is 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 Note 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 Note 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
Note.

     "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:  February 9, 1998

Public Offering Price:  100%

Presenting Agent's Commission:  .625%


Net Proceeds to Company:  99.375%


CUSIP No.:  19957 R AB9


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

     Merrill Lynch  #5132
     Morgan Stanley #050


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

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

     Merrill Lynch  50%
     Morgan Stanley 50%


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


Discount Security:  Yes___   No X 

     Yield to Maturity:  6.596%

     Initial Accrual Period:  02-09-98 - 08-01-98


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/ A. A. Pena____________
                                 (President, Vice President,
                                        or Treasurer)