Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
    Form 3 Holdings Reported
    Form 4 Transactions Reported

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net

1. Name and Address of Reporting Person*

Carlton, Donald M.

2. Issuer Name and Ticker or Trading Symbol
American Electric Power Company, Inc. (AEP)

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
X Director                                       10% Owner
    Officer (give title below)          Other (specify below)

                                                  

(Last)      (First)     (Middle)

403 N. Weston Lane
 

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

 

4. Statement for
Month/Year
12/31/02

(Street)

Austin, TX 78733

5. If Amendment,
Date of Original
(Month/Year)
 		 7. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
    Form filed by More than One Reporting Person

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned at End of Issuer's
Fiscal year
(Instr. 3 & 4)

6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)

7. Nature of Indirect
Beneficial Ownership
(Instr. 4)

Amount

(A)
or
(D)

Price
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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FORM 5 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security

(Instr. 3)

2. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
at End of Year
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Phantom Stock Unit(1)

 

06/01/02

 

A

1,200

 

 

 

Common Stock

1,200

 

2,992

D

 

Explanation of Responses:

(1) Acquisition pursuant to the AEP Stock Unit Accumulation Plan for Non-Employee Directors. Includes 185 units of reinvested dividends acquired in 2002 pursuant to a dividend reinvestment feature of the Plan..
  By: /s/ Kevin R. Fease, Attorney-in-Fact for Donald M. Carlton
              
**Signature of Reporting Person		 02/03/03
Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed.
          If space is insufficient, See Instruction 6 for procedure.

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 						  POWER OF ATTORNEY
 						  DONALD M. CARLTON

 The undersigned hereby appoints Jeffrey D. Cross, Thomas G. Berkemeyer, William E. Johnson and Kevin R. Fease,
and each of them, to be the undersigned's true and lawful attorneys-in-fact, for the undersigned, and in the
undersigned's name, place and stead to execute, acknowledge, deliver and file Forms 4 and 5 (including amendments
thereto) with respect to securities of American Electric Power Company, Inc. and its subsidiaries (collectively
"AEP"), required to be filed with the Securities and Exchange Commission, national securities exchanges and
AEP pursuant to Section 16(a) of the Securities Exchange Act of 1934 and Section 17(a) of the Public Utility
Holding Company Act of 1935 and the rules and regulations thereunder, granting to AEP full power and authority
to perform all acts necessary to the completion of such purposes.

 The undersigned agrees that the attorneys-in-fact herein may rely entirely on information furnished orally
or in writing by the undersigned to such attorneys-in-fact.  The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is
AEP assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange
Act of 1934 or Section 17 of the Public Utility Holding Company Act of 1935.

 The validity of this Power of Attorney shall not be affected in any manner by reason of the execution,
at any time, of other powers of attorney by the undersigned in favor of persons other than those named herein.

 This Power of Attorney shall remain in full force and effect until the undersigned is no longer required
to file Forms 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued
by AEP, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 22nd day of
January, 2003.

							        /s/ DONALD M. CARLTON
        							    DONALD M. CARLTON