Filings Under the Public Utility Holding Company Act of 1935, as Amended (“Act”)

Notice is hereby given that the following filing(s) has/have been made with the Commission pursuant to provisions of the Act and rules promulgated under the Act. All interested persons are referred to the application(s) and/or declaration(s) for complete statements of the proposed transaction(s) summarized below. The application(s) and/or declaration(s) and any amendment(s) is/are available for public inspection through the Commission's Branch of Public Reference.

Interested persons wishing to comment or request a hearing on the application(s) and/or declaration(s) should submit their views in writing by April 18, 2000, to the Secretary, Securities and Exchange Commission, Washington, DC 20549-0609, and serve a copy on the relevant applicant(s) and/or declarant(s) at the address(es) specified below. Proof of service (by affidavit or, in the case of an attorney at law, by certificate) should be filed with the request. Any request for hearing should identify specifically the issues of facts or law that are disputed. A person who so requests will be notified of any hearing, if ordered, and will receive a copy of any notice or order issued in the matter. After April 18, 2000, the application(s) and/or declaration(s), as filed or as amended, may be granted and/or permitted to become effective.

American Electric Power Company, Inc., et al. (70-8307)

American Electric Power Company, Inc. (“AEP”), a registered holding company, and AEP Resources Service Company (“RESCO”), a wholly owned service subsidiary of AEP, both located in 1 Riverside Plaza, Columbus, Ohio 43215, have filed a post-effective amendment under sections 6(a), 7, 12(b) and 13(b) of the Act, and rules 45, 54, 90 and 91 under the Act, to their application-declaration filed under the Act.

By order dated April 12, 1982 (HCAR No. 22468) (“1982 Order”), RESCO was authorized to sell management, technical and training expertise and certain technical and procedural resources (“Consulting Services”) to nonaffiliated entities. By order dated April 5, 1995 (HCAR No. 26267), the Commission authorized RESCO to provide project development, engineering, design, construction and construction management, operating fuel management, maintenance and power plant overhaul and other similar kinds of managerial and technical services (“Power Project Services”). Under the terms of the April 1995 Order, RESCO was authorized to provide Power Project Services to both affiliated and nonaffiliated exempt wholesale generators (“EWGs”) (as defined in the Act and rules under the Act), foreign utility companies (“FUCOs”) (as defined in the Act and rules under the Act), qualifying cogeneration facilities (“QFs”) and small power production facilities (as defined in the Public Utility Regulatory Policies Act of 1978 (“PURPA”) and rules under PURPA), and other projects relating to the generation, transmission and distribution of electric power (collectively, “Power Projects”). RESCO was also authorized in the April 1995 Order to provide Consulting Services and Power Project Services in foreign jurisdictions. In addition, the 1995 Order authorized RESCO to provide energy management and demand-side management services in the United States (collectively with Power Project Services and Consulting Services, “Authorized Services”). The April 1995 Order also authorized an exemption under section 13(b) from the requirements of rules 90 and 91 as applicable to transactions under certain circumstances. By Order dated March 7, 1997 (HCAR No. 26682), RESCO was authorized to form one or more partly or wholly owned subsidiaries (“New Subsidiaries”) to provide one or more of the Authorized Services.

To the extent not exempt of otherwise authorized by the Commission, RESCO also requests an exemption from the “at-cost”requirements of rules 90 and 91 for Authorized Services rendered by RESCO or any New Subsidiary to any partially owned associate Power Project, exempt telecommunications company (as defined in section 34 of the Act), or energy-related company (as defined in Rule 58 under the Act) or New Subsidiary, provided that the ultimate purchaser of the Authorized Services is not an associate public utility company or a subsidiary of AEP whose activities and operations are primarily related to the provision of services or goods to associate public utility companies. In addition the Applicants request that the exemption apply to Authorized Services RESCO provides to any subsidiary of AEP Resources, Inc., (“Resources”) a nonutility subsidiary of AEP, (i) that is engaged solely in the business of developing, owning, operating and/or providing Authorized Services to those exempt Power Projects enumerated above, or (ii) that does not derive directly or indirectly, any material part of its income from sources within the United States and is not a public utility company operating within the United States.

By orders dated April 5, 1995, December 28, 1995 and December 16, 1998 (HCAR Nos. 26267, 26442 and 26952, respectively) the Commission authorized AEP to: (1) Guarantee the debt of RESCO in an amount not to exceed $51 million through December 31, 2001; and (2) issue guarantees and assumptions of liability on behalf of RESCO to third parties in an aggregate amount not to exceed $200 million through December 31, 2001 (collectively, the “Guarantee Authority”).

Applicants now propose to extend the period of Guarantee Authority through June 30, 2004. Applicants also propose that the Guarantee Authority be increased to allow AEP to (1) guarantee the debt of RESCO to third parties in an amount not to exceed $400 million and (2) issue guarantees and assumptions of liability on behalf of RESCO to third parties in an amount not to exceed $400 million. Applicants state that the authority sought is necessary, in part, because RESCO has entered into an agreement with National Power Cooperative, Inc. (“National”), an affiliate of Buckeye Power, Inc., to design, engineer, procure all materials and equipment and construct for National a 510 megawatt gas-fired peaking unit. In addition, Applicants are investigating several opportunities to, among other things, design, engineer and procure equipment and materials to construct generating stations and other projects relating to the generation, transmission and distribution of electric power.