00-31379. Filings Under the Public Utility Holding Company Act of 1935, as Amended (“Act”)

December 4, 2000.

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 December 27, 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 December 27, 2000, the application(s) and/or declaration(s), as filed or as amended, may be granted and/or permitted to become effective.

Wheeling Power Company (70-9799)

Wheeling Power Company (“Wheeling”), 51 16th Street, Wheeling, West Virginia 26003, a public utility subsidiary of American Electric Power Company, Inc., a registered holding company, has filed with this Commission a declaration under sections 6(a) and 7 of the Act and rule 54 under the Act.

Wheeling proposes to issue from time to time through June 30, 2005 up to $20 million at any one time outstanding, unsecured promissory notes (“Notes”) to one or more commercial banks, financial institutions or other institutional investors or lenders under one or more term-loan agreements. The Notes will mature in not less than nine months nor more than ten years and will have a fixed or fluctuating rate of interest, or a combination of both. The actual rate of interest of each Note shall be subject to negotiation between Wheeling and the lender, but any fixed rate of interest will not exceed 500 basis points over the yield, at issuance, of U.S. Treasury obligations with comparable maturity dates, and a fluctuating rate will not exceed 500 basis points over the prime rate as announced from time to time by a major bank. If a bank or financial institution arranges financing with a third party, the institution may charge a placement fee not in excess of 1% of the principal amount of the borrowing. Wheeling will use the proceeds from the sale of the Notes to repay its long- and short-term debt.

Wheeling also seeks authorization to enter into hedging transactions, including anticipatory hedges, with respect to its indebtedness in order to manage and minimize interest rate costs and to lock-in current interest rates.

Wheeling requests authority to enter into, perform, purchase and sell financial instruments intended to manage the volatility of interest rates, including but not limited to interest rate swaps, caps, floors, collars and forward agreements or any other similar agreements. Wheeling would employ interest rate derivatives as a means of prudently managing the risk associated with any of its outstanding debt issued under the authority requested in this application or an applicable exemption by, in effect, synthetically (1) converting variable rate debt to fixed rate debt; (2) converting fixed rate debt to variable rate debt; and (3) limiting the impact of changes in interest rates resulting from variable rate debt. In no case would the notional principal amount of any interest rate swap exceed that of the underlying debt instrument and related interest rate exposure. The transactions would be for fixed periods. Interest rate hedges would only be entered into with counterparties (“Approved Counterparties”) whose senior debt ratings, as published by a national recognized rating agency are greater than or equal to “BBB”, or an equivalent rating.

In addition, Wheeling requests authorization to enter into interest rate hedging transactions with respect to anticipated debt offerings (“Anticipatory Hedges”), subject to certain limitations and restrictions. Anticipatory Hedges would only be entered into with Approved Counterparties, and would be utilized to fix and/or limit the interest rate risk associated with any new issuance through (1) a forward sale of exchange-traded Hedge Instruments (each a “Forward Sale”); (2) the purchase of put options on Hedge Instruments (a “Put Options Purchase”); (3) a Put Options Purchase in combination with the sale of call options on Hedge Instruments (a “Zero Cost Collar”); (4) transactions involving the purchase or sale, including short sales, of Hedge Instruments; or (5) some combination of a Forward Sale, Put Options Purchase, Zero Cost Collar and/or other derivative or cash transactions, including, but not limited to structured notes, caps and collars, appropriate for the Anticipatory Hedges. Anticipatory Hedges may be executed on-exchange (“On-Exchange Trades”) with brokers through the opening of futures and/or options positions traded on the Chicago Board of Trade, the opening of over-the-counter positions with one or more counterparties (“Off-Exchange Trades”), or a combination of On-Exchange Trades and Off-Exchange Trades. Wheeling will determine the optimal structure of each Anticipating Hedge transaction at the time of execution. Wheeling may decide to lock in interest rates and/or limit its exposure to interest rate increases. Wheeling states that it will comply with standards relating to accounting for derivative transactions as are adopted and implemented by the Financial Accounting Standards Board (“FASB”). In addition, these financial instruments will qualify for hedge accounting treatment under FASB rules.

For the Commission, by the Division of Investment Management, under delegated authority.

Margaret H. McFarland,

Deputy Secretary.