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., 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
Orders of the Securities and Exchange Commission with respect thereto, dated
November 2, 1998 (HCAR No. 35-26933) and December 21, 2000 (HCAR No. 35-27313),
as follows:

         1. Pursuant to a Purchase and Sale Agreement, dated as of December 27,
2000, between Enron Corp. ("Enron") and AEP Energy Services Gas Holding Company
("Gas Holding"), an indirect wholly-owned nonutility subsidiary of AEP, Gas
Holding acquired all of the shares of Houston Pipe Line Company ("HPL"). HPL
owns or leases and operates an intrastate natural gas pipeline system in the
State of Texas. The closing occurred on June 1, 2000, and the purchase price was

         2. As part of the transaction, BAM Lease Company ("BAM"), a subsidiary
of Enron, subleased to HPL the Bammel Natural Gas Storage Facility, certain
natural gas pipeline loops and related equipment pursuant to a 30-year Sublease
Agreement (the "Sublease") dated as of May 31, 2001. AEP paid Enron $274,000,000
as pre-payment for the annual rental payments required under the Sublease.

         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:  June 27, 2001