before the

            In the Matter of

      1 Riverside Plaza                                    CERTIFICATE OF
      Columbus, OH 43215                                    NOTIFICATION

      File No. 70-9729

(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, hereby
certifies 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 April 20, 2001 (HCAR No.
35-27382), as follows:

            On May 10, 2001, AEP issued and sold to a group of Underwriters,
      including Credit Suisse First Boston Corporation, Merrill Lynch, Pierce,
      Fenner & Smith Incorporated and UBS Warburg LLC, $1,000,000,000 aggregate
      principal amount of 6.125% Senior Notes, Series A, Due May 15, 2006 and
      $250,000,000 aggregate principal amount of 5.50% Putable Callable Notes,
      Series B, Putable Callable May 15, 2003.

      File No. 333-58540, Form S-3 Registration Statement, filed April 6, 2001,
is incorporated herein by reference.

      A past-tense opinion of counsel relating to these transactions is filed
herewith as Exhibit F-1.

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


                           By:/s/ Thomas G. Berkemeyer
                               Assistant Secretary

Dated:  May 17, 2001

                                                Exhibit F-1


Securities and Exchange Commission
Office of Public Utility Regulation
450 Fifth Street, N.W.
Washington, D.C. 20549

May 17, 2001

Re:   American Electric Power Company, Inc.
      File No. 70-9729


In connection with the transactions proposed and described in the Application or
Declaration on Form U-1 filed with this Commission in the captioned proceeding,
to which this opinion is an exhibit, I have examined, among other things, the
Application or Declaration on Form U-1, as amended.

Based upon such investigation as I have deemed necessary, it is my opinion that:

      (a)   all state laws applicable to the proposed transactions have been
            complied with;

      (b)   the notes issued by American Electric Power Company, Inc. ("AEP")
            are valid and binding obligations of AEP in accordance with their
            terms; subject, however, to the qualification that the
            enforceability thereof may be limited by bankruptcy, insolvency,
            reorganization, moratorium or other laws affecting the enforcement
            of creditors' rights in general and by general principles of equity;

      (c)   the consummation of the proposed transactions have not violated the
            legal rights of the holders of any securities issued by AEP or any
            associate company thereof.

I hereby consent to the filing of this opinion as an exhibit to the
above-mentioned Application or Declaration.

Very truly yours,

/s/ William E. Johnson

William E. Johnson
Counsel for the Company