File No. 70-9077
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________
AMENDMENT NO. 2
TO
FORM U-1
__________________________________
APPLICATION OR DECLARATION
under the
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
* * *
AMERICAN ELECTRIC POWER COMPANY, INC.
AEP RESOURCES, 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 RESOURCES, INC.
1 Riverside Plaza, Columbus, Ohio 43215
(Names and addresses of agents for service)
American Electric Power Company, Inc. ("American"), a holding
company registered under the Public Utility Holding Company Act of
1935, and AEP Resources, Inc. ("Resources"), a wholly-owned
nonutility subsidiary of American, hereby amend their joint
Application or Declaration on Form U-1 in File No. 70-9077 by
filing an Opinion of Counsel herewith as Exhibit F.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned companies have duly caused
this statement to be signed on its behalf by its duly authorized
officer.
AMERICAN ELECTRIC POWER COMPANY, INC.
AEP RESOURCES, INC.
By_/s/ A. A. Pena___________________
Treasurer
Dated: September 16, 1997
Exhibit F
614/223-1648
Securities and Exchange Commission
Office of Public Utility Regulation
450 Fifth Street, N.W.
Washington, D.C. 20549-1004
September 16, 1997
Gentlemen:
In connection with the transactions proposed and described in the
Application or Declaration on Form U-1 filed with the Securities
and Exchange Commission by American Electric Power Company, Inc.
("American") and AEP Resources, Inc. ("Resources"), a wholly
owned nonutility subsidiary of American, to which this opinion is
an exhibit.
The Application or Declaration requests authorization for
Resources and on behalf of certain existing or to-be-formed
subsidiaries thereof, referred to therein as "Project Parents",
to declare and pay dividends to their respective parent companies
from time to time through December 31, 2002 out of capital or
unearned surplus to the extent permitted under applicable
corporate law, subject to certain additional restrictions
applicable to any such dividends declared and paid by Resources.
I have examined, among other things, the Application or
Declaration on Form U-1 and the documents referred to in it and
such other documents as I have found necessary to form the basis
of this opinion.
Based upon and subject to the foregoing, and assuming that (i)
the transactions therein proposed are carried out in accordance
with the Application or Declaration, and (ii) the proposed
dividend declarations and payments are made in accordance with
the applicable provisions of the Ohio Revised Code and otherwise
in accordance with applicable corporate law and applicable
contractual restrictions, if any, I am of the opinion that when
the Commission shall have entered an order permitting the
Application or Declaration to become effective:
(a) All state laws applicable to the proposed transactions
will have been complied with; and
(b) Consummation of the proposed transactions will not
violate the legal rights of the holders of any
securities issued by the American or Resources or any
associate company thereof.
I hereby consent to the filing of this opinion as an exhibit to
the above-mentioned Application or Declaration.
Very truly yours,
/s/ Thomas G. Berkemeyer
Thomas G. Berkemeyer
