EXHIBIT 3(d)


                            CERTIFICATE OF AMENDMENT
                             BY SHAREHOLDERS TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                               OHIO POWER COMPANY

                              Charter Number 42639


         Thomas  S.  Ashford,  who is the  Secretary  of the  above  named  Ohio
corporation for profit, does hereby certify that:

         A meeting of the  Shareholders was duly called and held on May 7, 2002,
at which meeting a quorum of the Shareholders was present in person or by proxy,
and that by the  affirmative  vote of the  holders of shares  entitling  them to
exercise 100% of the voting power of the Corporation,  the following  resolution
to amend the Articles of Incorporation was adopted:

         RESOLVED,  that Article Second of the Amended Articles of Incorporation
of the  Company is hereby  amended and  restated,  to read in its  entirety,  as
follows:

         "Second:  The place in Ohio  where the  principal  office  of the
         Corporation  is to be located is 1 Riverside Plaza, Columbus, Franklin
         County, Ohio." and further

         RESOLVED, that the officers of the Corporation,  and any one of them in
the absence of the others,  are authorized  and directed to certify  adoption of
the foregoing resolutions, to file such certificate with the Secretary of State,
and to take all  action  necessary  to effect  the  foregoing  amendment  of the
Articles of Incorporation.

         IN WITNESS WHEREOF,  the above named officer,  acting for and on behalf
of the corporation, has hereunto subscribed his name on June 3, 2002.

                                         OHIO POWER COMPANY


                                    BY:  /s/Thomas S. Ashford
                                         Thomas S. Ashford
                                    ITS: Secretary