before the

           In the Matter of                    :
      AEP Energy Services, Inc.                :
      AEP Resources, Inc.                      :
      1 Riverside Plaza                        :    CERTIFICATE OF
      Columbus, OH 43215                       :     NOTIFICATION
      File No. 70-9353                         :
(Public Utility Holding Company Act of 1935)   :

      American  Electric  Power  Company,  Inc.  ("AEP"),  a registered  holding
company under the Public Utility  Holding  Company Act of 1935, as amended,  AEP
Energy  Services,  Inc.  and AEP  Resources,  Inc.  ("Resources"),  wholly-owned
nonutility   subsidiaries   of  AEP,  hereby  certify  in  connection  with  the
Application-Declaration  on Form U-1 in the above-entitled  matter, that certain
of the transactions specified in said Application-Declaration,  as amended, have
been carried out in  accordance  with the terms and  conditions  of, and for the
purposes represented by, said Application-Declaration, as amended, and the Order
of the Securities and Exchange  Commission with respect thereto,  dated November
2, 1998 (HCAR No. 35-26933), as follows:

      1. On November 30,  2000,  Ventures  Lease Co.,  LLC ("VLC"),  an indirect
wholly-owned  nonutility  subsidiary of AEP, entered into an Agreement for Lease
with Katco Funding,  Limited Partnership ("Katco"),  whereby Katco appointed VLC
as Katco's agent for the acquisition, design, construction, repair, maintenance,
equipping  and   installation  of  an  approximately   900  megawatt   gas-fired
cogeneration  plant at The Dow Chemical  Company's  ("Dow")  chemical complex in
Plaquemine,  Louisiana (the  "Facility").  The Facility consists of four natural
gas-fired   combustion   turbine   generators   equipped  with  four   dedicated
supplementary-fired    heat   recovery   steam    generator    units   including
interconnection  facilities  and a steam  turbine  generator.  Total  costs  are
expected to be approximately $450 million.

      2. On November 30, 2000,  VLC entered  into a Lease  Agreement  with Katco
whereby  VLC will lease the  Facility  from Katco upon  completion  thereof.  On
December 11, 2000, VLC entered into a Facility Lease  Agreement with Dow whereby
VLC will lease the Facility to Dow.  VLC's  obligations  under the Agreement for
Lease,  the Lease  Agreement and the Facility Lease  Agreement are guaranteed by
Resources,  and Resources'  obligations  are supported by AEP. These  agreements
were entered into by VLC, and  guaranteed  and  supported by Resources  and AEP,
respectively, pursuant to the authority granted by this Commission.

      3.   The transactions described herein were consummated within the
period designated in said Application-Declaration.

                          AMERICAN ELECTRIC POWER COMPANY, INC.
                          AEP ENERGY SERVICES, INC.
                          AEP RESOURCES, INC.

                          By:_/s/ Thomas G. Berkemeyer_
                               Assistant Secretary

Dated:  March 5, 2001