Filings Under the Public Utility Holding Company Act of 1935, as Amended (``Act'')

SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-26988]

Filings Under the Public Utility Holding Company Act of 1935, as

Amended (``Act'')

March 5, 1999.

Notice is hereby given that the following filing(s) has/have been

made with the Commission pursuant to provisions of the Act and rules

promulgated under the Act. All interested persons are referred to the

applications(s) and/or declaration(s) for complete statements of the

proposed transaction(s) summarized below. The application(s) and/or

declaration(s) and any amendments is/are available for public

inspection through the Commission's Office of Public Reference.

Interested persons wishing to comment or request a hearing on the

application(s) and/or declaration(s) should submit their views in

writing by March 30, 1999, to the Secretary, Securities and Exchange

Commission, Washington, D.C. 20549, and serve a copy on the relevant

applicant(s) and/or declarant(s) at the address(es) specified below.

Proof of service (by affidavit or, in case of an attorney at law, by

certificate) should be filed with the request. Any request for hearing

should identify specifically the issues of fact or law that are

disputed. A person who so requests will be notified of any hearing, if

ordered, and will receive a copy of any notice or order issued in the

matter. After March 30, 1999, the application(s) and/or declaration(s),

as filed or as amended, may be granted and/or permitted to become

effective.

Ohio Power Company (70-6373)

Ohio Power Company (``Ohio Power''), 301 Cleveland Avenue, S.W.,

Canton, Ohio 44702, an electric utility subsidiary of American Electric

Power Company, Inc., a registered holding company, has filed a post-

effective amendment under sections 6(a), 7, 9(a), 10, and 12(d) of the

Act and rules 44 and 54 under the Act.

By order dated November 26, 1979 (HCAR No. 21308), Ohio Power was

authorized to transfer to, and subsequently reacquire from, the Ohio

Air Quality Development Authority (``Authority'') certain pollution

control facilities at its cardinal and Muskingum River Generating

Stations (``Project'') under an installment sale agreement

(``Agreement'') between Ohio Power and the Authority. On November 28,

1979, the Authority issued $50 million of State of Ohio Air Quality

Development Revenue Bonds, Series A (``Series A Bonds'') to provide

funds to reimburse Ohio Power for a portion of the cost of construction

of the Project.

By supplemental order dated August 11, 1989 (HCAR No. 24938), Ohio

Power was authorized to refund the Series A Bonds. On August 23, 1989,

the Authority issued $50 million of air quality development revenue

refunding bonds, Series B (``Series B Bonds'') to provide funds for the

refunding of the Series A Bonds.

Ohio Power now proposes to enter into arrangements for the

refunding of the Series B Bonds. Under the Agreement, Ohio Power may

request the Authority to issue and sell additional air quality

development revenue bonds in an aggregate principal amount of up to $50

million (``Series C Bonds'') to provide funds for the refunding of the

Series B Bonds prior to their stated maturity. The Series B Bonds may

be redeemed beginning August 1, 1999 at a redemption price of 102%.

In addition, Ohio Power proposes to issue or enter into

arrangements for the issuance of an instrument, such as a letter of

credit, bond insurance or surety bond, for the credit enhancement for

the Series C Bonds.

It is stated that Ohio Power will not urge, without further order

of the commission, the issuance by the Authority of any Series C Bond:

(a) if the stated maturity of the Series C Bond is more than forty (40)

years; (b) if the fixed rate of interest exceeds 8% per annum or the

initial rate of interest by any fluctuating rate exceeds 8%; (c) if the

discount from the initial public offering price exceeds 5% of the

principal amount; or (d) if the initial public offering price is less

than 95% of the principal amount of the Series C Bonds.

Jersey Central Power & Light Company (70-9399)

Jersey Central Power & Light Company, 2800 Pottsville Pike,

Reading, Pennsylvania 19605 (``JCP&L''), a subsidiary of GPU, Inc.

(``GPU''), a registered holding company, 300 Madison Avenue,

Morristown, New Jersey 07962, has filed an application under sections

9(a) and 10 of the Act and rule 54 under the Act.

JCP&L proposes to organize a special purpose business trust

(``JCP&L Capital Trust''), which will issue and sell from time to time

in one or more series through December 31, 2000 up to $200 million

aggregate liquidation value of preferred trust securities (``Preferred

Trust Securities''). JCP&L will initially capitalize JCP&L Capital

Trust through the purchase of JCP&L Capital Trust's common trust

securities (``Common Trust Securities''), which JCP&L Capital Trust

will issue to JCP&L in amounts that in the aggregate will equal up to

$6.2 million. The sole purpose of JCP&L Capital Trust will be to issue

and sell the Preferred Trust Securities to investors and to lend to

JCP&L the net proceeds of the sale, together with the proceeds of the

sale to JCP&L of the Common Trust Securities, through the purchase of

JCP&L's subordinated debentures (``Subordinated Debentures'').

The interest payments by JCP&L on the Subordinated Debentures will

constitute JCP&L Capital Trust's only income, and JCP&L Capital Trust

will use that income to pay distributions on the Preferred Trust

Securities. The distribution rates, payment dates, redemption and other

similar provisions of each series of Preferred Trust Securities will be

identical to the interest rates, payment dates, redemption and other

provisions of the Subordinated Debentures issued by JCP&L to borrow the

proceeds of that series. The Subordinated Debentures will have an

initial term of up to 49 years.

In the event of any voluntary or involuntary dissolution or winding

up of JCP&L Capital Trust, the holders of Preferred Trust Securities

will be entitled to receive out of the assets of JCP&L Capital Trust,

after satisfaction of liabilities to creditors and before any

distribution of assets is made to JCP&L, the sum of their stated

liquidation preference and all accumulated and unpaid distributions to

the date of payment. All assets of JCP&L Capital Trust remaining after

payment of the liquidation distribution to the holders of Preferred

Trust Securities will be distributed to JCP&L.

JCP&L will issue guarantees (``Guaranties'') on a limited basis

with respect to certain amounts that may be payable on the Preferred

Trust Securities by JCP&L Capital Trust. These include the payment of

distributions on the Preferred Trust Securities, the redemption price

for any redemption of the Preferred Trust Securities, the aggregate

liquidation preference on the Preferred Trust Securities, and certain

additional amounts that may be payable related to the Preferred Trust

Securities.

JCP&L assets that the issuance of the Subordinated Debentures and

the Guaranties to JCP&L Capital Trust will be exempt from the

declaration requirements of the Act under rules 45(b)(1) and 52 under

the Act. In addition, JCP&L states that the issuance and sale of the

Preferred Trust Securities will be exempt from the

[[Page 12398]]

declaration requirements of the Act under rule 52. JCP&L expects to use

the net proceeds of the borrowings evidenced by the Subordinated

Debentures for the redemption of outstanding senior securities under

optional redemption provisions, for the repayment of outstanding short-

term debt, for construction purposes, and for other general corporate

purposes.

For the Commission, by the Division of Investment Management,

under delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 99-6130 Filed 3-11-99; 8:45 am]

BILLING CODE 8010-01-M