AMERICAN ELECTRIC POWER COMPANY INC
POS AMC, 1995-04-04
ELECTRIC SERVICES
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<PAGE>                                           File No. 70-8307



               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C. 20549

                _________________________________

                 POST-EFFECTIVE AMENDMENT NO. 5
                               TO
                            FORM U-1
               __________________________________

                   APPLICATION OR DECLARATION

                            under the

           PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

                              * * *

              AMERICAN ELECTRIC POWER COMPANY, INC.
                    AEP ENERGY SERVICES, INC.
             1 Riverside Plaza, Columbus, Ohio 43215
       (Name of company or companies filing this statement
          and addresses of principal executive offices)

                              * * *

              AMERICAN ELECTRIC POWER COMPANY, INC.
             1 Riverside Plaza, Columbus, Ohio 43215
             (Name of top registered holding company
             parent of each applicant or declarant)


                              * * *


             G. P. Maloney, Executive Vice President
           AMERICAN ELECTRIC POWER SERVICE CORPORATION
             1 Riverside Plaza, Columbus, Ohio 43215



                Jeffrey D. Cross, General Counsel
                    AEP ENERGY SERVICES, INC.
             1 Riverside Plaza, Columbus, Ohio 43215
           (Names and addresses of agents for service)




     American Electric Power Company, Inc. ("American") and AEP
Energy Services, Inc. ("AEPES") hereby amends its Application or
Declaration on Form U-1 in File No. 70-8307 as follows:
     1.   By amending and restating the last two paragraphs of
ITEM 5.  PROCEDURE as follows:
     "Applicants agree to file, in addition to certificates of
notification required by Rule 24 upon consummation of the
transactions described herein, the following:
     (1)  Quarterly, within 60 days after the end of
          each quarter:

          (a)  a balance sheet and income statement for AEPES;

          (b)  a narrative description of the activities of AEPES
               during the quarter just ended, organized by
               business category (power project services, energy
               management and demand-side management services,
               other consulting services and services to
               Resources and Investments) and within each
               category, a description of new services by type;

          (c)  a listing of any guarantees or assumption of
               liabilities by American on behalf of AEPES;

          (d)  a description of services obtained from associate
               companies, specifying the type of service, the
               number of personnel from each associate company   
               providing services during the quarter and the
               total dollar value of such services;

          (e)  a description of services provided to associate
               companies which identifies the recipient company,
               the service, the charge to the associate and
               whether the charge was computed at cost, market or
               pursuant to another method, which method shall be
               specified;

          (f)  a chart showing, as of the end of such quarterly
               period, all EWGs, FUCOs and QFs in which American
               has a direct or an indirect investment, the amount
               of such investment and the aggregate direct and
               indirect investment by American in all such
               entities, and American's percentage equity
               ownership in each such entity together with a
               statement indicating by category the type of
               entity or person (i.e., domestic corporation,
               foreign corporation, foreign government, or
               natural persons) owning the equity interests in
               each such entity that are not held directly or
               indirectly by American; and

          (g)  a description of any Intellectual Property
               provided to AEPES by AEPSC or any Operating
               Subsidiary, or provided by AEPES to AEPSC or any
               Operating Subsidiary, the cost thereof (including
               the cost of any enhancements) to the company
               making such Intellectual Property available, and
               if known, the fair market value thereof.

     (2)  Annually, a Form U-13-60, as modified to include
          information required by Account 923 of the Uniform
          System of Accounts, 17 C.F.R. Pt. 256.923.


                            SIGNATURE
     Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned companies have duly caused
this post-effective amendment to be signed on their behalf by the
undersigned thereunto duly authorized.
                    AMERICAN ELECTRIC POWER COMPANY, INC.


                    By__/s/ G. P. Maloney_______________
                                Vice President


                    AEP ENERGY SERVICES, INC.


                    By__/G. P. Maloney__________________
                                President


Dated:  April 4, 1995

70-8307.pe5


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