00-5183. Filings Under the Public Utility Holding Company Act of 1935, as Amended (“Act”)

February 25, 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 March 21, 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 March 21, 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. (70-8779)

American Electric Power Company, Inc. (“AEP”), a registered holding company, American Electric Power Service Corporation, a wholly owned nonutility subsidiary of AEP, both of 1 Riverside Plaza, Columbus, Ohio 43215, and AEP's seven wholly owned electric utility subsidiary companies, Appalachian Power Company, 40 Franklin Road, Roanoake, Virginia 24022, Columbus Southern Power Company, 215 North Front Street, Columbus, Ohio 43215, Indiana Michigan Power Company, One Summit Square, Fort Wayne Indiana 46801, Kentucky Power Company, 1701 Central Avenue, Ashland, Kentucky 41101, Kingsport Power Company, 422 Broad Street, Kingsport, Tennessee 37660, Ohio Power Company, 339 Cleveland Avenue, SW., Canton, Ohio 44702, and Wheeling Power Company, 51 Sixteenth St., Wheeling, West Virginia 26003, have filed a post-effective amendment under sections 6(a), 7, and 12(b) of the Public Utility Holding Company Act, as amended (“Act”), and rules 45 and 54 under the Act, to their application-declaration filed under sections 6(a), 7, 9(a), 10, 12(b), and 13 of the Act and rules 45, 90, and 91 under the Act.

By orders dated September 13, 1996 (HCAR No. 26572), September 27, 1996 (HCAR No. 26583), May 2, 1997 (HCAR No. 26713) (“May Order”), November 30, 1998 (HCAR No. 26947), and April 7 1999 (HCAR No. 26998), AEP was authorized to form direct and indirect nonutility subsidiaries (“New Subsidiaries”) to broker and market electric power, natural and manufactured gas, emission allowances, coal, oil, refined petroleum products and natural gas liquids. The Commission also authorized AEP to guarantee through December 31, 2002 up to $200 million of debt and up to $200 million of other obligations of such subsidiaries (“Guarantee Authority”). In the May Order, the Guarantee Authority was expanded to permit AEP to guarantee the debt and other obligations of any subsidiary acquired or established under Rule 58.

Applicants now propose to extend the period of the Guarantee Authority through June 30, 2004. Applicants also propose to increase the Guarantee Authority up to $600 million of debt and up to $600 million of other obligations under the terms and conditions stated in the Prior Orders. Applicants state that this increase in its Guarantee Authority is necessary because AEP is active in the development and expansion of its energy-related non-utility businesses.

Metropolitan Edison Company, et al. (70-593)

Metropolitan Edison Company (“Met-Ed”) and Pennsylvania Electric Company (“Penelec”) (“Subsidiaries”), both public utility subsidiaries of GPU, Inc. (“GPU”), a registered holding company, and both located at 2800 Pottsville Pike, Reading, Pennsylvania 19640, have filed a declaration under Section 12(c) of the Act and rules 46 and 54 under the Act.

As part of electric utility restructuring in Pennsylvania, the Subsidiaries have sold substantially all of its fossil and hydroelectric generating assets (“Generation Assets”) and now wish to return to GPU the equity capital supporting those assets. The Subsidiaries state, however, that they have paid out essentially all of their retained earnings in the form of dividends to GPU and so have not built up any significant surplus of retained earnings to pay dividends in special circumstances. The Subsidiaries also note that, while the sale of the Generation Assets yielded after-tax gains of approximately $195 million and $520 million for Met-Ed and Penelec, respectively, those gains cannot be used to facilitate dividend payments out of retained earnings, but must instead be used to offset stranded costs incurred by the Subsidiaries.

Accordingly, Met-Ed and Penelec propose, subject to certain limitations, to declare and pay dividends out of capital and unearned surplus. Specifically, Met-Ed and Penelec propose to pay dividends from time to time through December 31, 2001, in respective amounts aggregating up to $145 million and $155 million. The Subsidiaries state that neither Met-Ed and Penelec would not pay Dividends if the payment would cause either its common equity ratio or GPU's consolidated common equity ratio as of the end of the fiscal quarter during which the Dividend is made is expected to be less than 30%, without further Commission authorization.

The Subsidiaries note that under existing first mortgage bond indentures (“Indentures”), Met-Ed and Penelec are required to maintain retained earnings of not less than $3.4 million and $10.1 million. The Subsidiaries state that Met-Ed and Penelec would not make the proposed dividends out of unearned or capital surplus until they had first paid dividends out of retained earnings down to the amounts permitted by the Indentures.

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

Jonathan G. Katz,

Secretary.