01-29456. Filings Under the Public Utility Holding Company Act of 1935, as Amended (“Act”)

November 20, 2001.

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 14, 2001, 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 14, 2001, 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. (70-6126)

American Electric Power Company, Inc. (“AEP”), 1 Riverside Plaza, Columbus, Ohio 43215, a registered holding company, has filed a post-effective amendment under sections 6(a) and 7 of the Act and rule 54 under the Act to its application-declaration filed under sections 6(a), 7, 9(a), 10, 12(b), 32 and 33 of the Act and rules 45 and 54 under the Act.

By prior Commission orders dated April 25, 1978, April 27, 1979, June 24, 1980, June 30, 1981, June 28, 1982, March 8, 1988, December 12, 1990, December 6, 1993, May 10, 1996, December 1, 1997 and June 14, 2000 (HCAR Nos. 20516, 21022, 21639, 22112, 22549, 24594, 25210, 25939, 26516, 26786 and 27186) (“Orders”), AEP was authorized to issue and sell up to 11.44 million shares of its common stock, $6.50 par value (“Common”), to the American Electric Power System Employees Savings Plan (“Plan”), through December 31, 2001. AEP issued and sold 5,293,642 of the authorized number of shares of Common to the Plan, through September 28, 2001.

AEP now proposes to extend the time in which it may issue and sell the remaining authorized shares of Common to the Plan, equaling approximately 6.1 million shares, through September 30, 2006. All shares of Common will be issued and sold to the Plan on the same terms and conditions as provided in the Orders.

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

Margaret H. McFarland,

Deputy Secretary.