Exhibit 4(d) Form of Company Order


    
      
        

      


      Exhibit
        4(d)

      


      ____________
        __, ____

      


      Company
        Order and Officers' Certificate

      [Senior
        Notes], Series _

      


      


      Deutsche
        Bank Trust Company Americas, as Trustee

      60
        Wall
        Street

      New
        York,
        New York 10005

      


      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 Ohio Power Company (the
        "Company") to Deutsche Bank Trust Company Americas, as trustee (the "Trustee"),
        and the Board Resolutions dated __________, ____, 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 [Senior Notes], Series _ (the "Notes") are hereby established.
                    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 $____________,
                    except as
                    contemplated in Section 2.01(i) of the Indenture;

                
	 	 	 
	 	
                  (ii)

                	
                  the
                    date on which the principal of the Notes shall be payable shall
                    be
                    __________ __, ____;

                
	 	 	 
	 	
                  (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
                    March 31,
                    June 30, September 30 and December 31, and the Regular Record
                    Date for the
                    determination of holders to whom interest is payable on any such
                    Interest
                    Payment Date shall be one Business Day prior to the relevant
                    Interest
                    Payment Date, except that if the Notes are no longer represented
                    by a
                    Global Note, the Regular Record Date shall be the close of business
                    on
                    March 15, June 15, September 15 or December 15, as the case may
                    be, next
                    preceding such Interest Payment Date; pro-vided 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 at which the Notes shall bear interest shall be
                    ______%;

                
	 	 	 
	 	
                  (v)

                	
                  the
                    Notes shall be redeemable at the option of the Company, in whole
                    or in
                    part, at any time on or after __________ __, ____, upon not less
                    than 30
                    nor more than 60 days' notice, at 100% of the principal amount
                    redeemed
                    together with accrued and unpaid interest to the redemption
                    date;

                
	 	 	 
	 	
                  (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 "[Senior Notes], Series _";

                
	 	 	 
	 	
                  (viii)

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

                
	 	 	 
	 	
                  (ix)

                	
                  not
                    applicable;

                
	 	 	 
	 	
                  (x)

                	
                  the
                    Notes shall not be subject to a Periodic Offering;

                
	 	 	 
	 	
                  (xi)

                	
                  not
                    applicable;

                
	 	 	 
	 	
                  (xii)

                	
                  not
                    applicable;

                
	 	 	 
	 	
                  (xiii)

                	
                  not
                    applicable;

                
	 	 	 
	 	
                  (xiv)

                	
                  the
                    Notes shall be issuable in denominations of $25 and any integral
                    multiple
                    thereof;

                
	 	 	 
	 	
                  (xv)

                	
                  not
                    applicable;

                
	 	 	 
	 	
                  (xvi)

                	
                  the
                    Notes shall not be issued as Discount Securities;

                
	 	 	 
	 	
                  (xvii)

                	
                  not
                    applicable;

                
	 	 	 
	 	
                  (xviii)

                	
                  not
                    applicable;

                
	 	 	 
	 	
                  (xix)

                	
                  not
                    applicable;

                
	 	 	 
	
                  3.

                	
                  You
                    are hereby requested to authenticate $____________ aggregate
                    principal
                    amount of ______% [Senior Notes], Series ___, due __________
                    __, ____ in
                    such name as requested by The Depository Trust Company ("DTC")
                    in the
                    Letter of Representations dated __________ __, ____, from the
                    Company and
                    the Trustee to DTC in the manner provided by the
                    Indenture.

                
	 	 	 
	
                  4.

                	
                  You
                    are hereby requested to hold the Notes as custodian for DTC in
                    accordance
                    with the Letter of Representations.

                
	 	 	 
	
                  5.

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

                
	 	 	 
	
                  6.

                	
                  The
                    undersigned _______________ and __________ __________, 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,

      


      


      OHIO
        POWER COMPANY

      


      


      By:___________________________

      Treasurer

      


      


      And:__________________________

      Assistant
        Secretary

      


      


      Acknowledged
        by Trustee:

      


      


      By:___________________________

      Vice
        President

      


      


      
        
          

        




      Exhibit
        1

      


      


      [Unless
        this certificate is presented by an authorized representative 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. Except as
        otherwise provided in Section 2.11 of the Indenture, this Security may be
        transferred, in whole but not in part, only to another nominee of the Depository
        or to a successor Depository or to a nominee of such successor
        Depository.]

      


      No.

      


      OHIO
        POWER COMPANY

      [Senior
        Notes], Series _

      


      CUSIP:      Original
        Issue Date:

      


      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:

      


      OHIO
        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, quarterly in arrears on March 31, June 30, September 30 and December
        31 in
        each year, commencing (except as provided below) 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
        close
        of business on the Business Day next preceding such Interest Payment Date.
        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, except that, if such Business
        Day is in the next succeeding calendar year, such payment shall be made on
        the
        immediately preceding Business Day, with the same force and effect as if
        made on
        such date. 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 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 to
        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 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, 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 $25 and any integral multiple thereof. As provided in the
        Indenture and subject to certain limitations, Notes of this series are
        exchangeable for a like aggregate principal amount of Notes of this series
        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.

      


      OHIO
        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:_______________

      


      DEUTSCHE
        BANK TRUST COMPANY AMERICAS, as Trustee

      


      


      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").