<PAGE> UNITED STATES OF AMERICA
before the
SECURITIES AND EXCHANGE COMMISSION
:
In the Matter of :
:
AMERICAN ELECTRIC POWER COMPANY, INC. : CERTIFICATE
Columbus, Ohio 43215 : OF
: NOTIFICATION
(70-5943) :
:
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 :
:
THIS IS TO CERTIFY that, in accordance with the terms and
conditions of and for the purposes represented by the
declaration, as amended, of American Electric Power Company, Inc.
(the "Company") in the above-captioned file and the orders of the
Securities and Exchange Commission with respect thereto (HCAR No.
19879, dated February 8, 1977; HCAR No. 19992, dated April 19,
1977; HCAR No. 20111, dated July 14, 1977; HCAR No. 20506, dated
April 19, 1978; HCAR No. 20979, dated March 29, 1979; HCAR No.
21180, dated August 8, 1979; HCAR No. 21544, dated May 1, 1980;
HCAR No. 22113, dated June 30, 1981; HCAR No. 22539, dated June
15, 1982; HCAR No. 22989, dated June 29, 1983; HCAR No. 23353,
dated June 29, 1984; HCAR No. 23538, dated December 19, 1984;
HCAR No. 23754, dated July 1, 1985; HCAR No. 23980, dated January
3, 1986; HCAR No. 24534, dated December 18, 1987, HCAR No. 25233,
dated December 27, 1990, HCAR No. 25936, dated December 1, 1993,
HCAR No. 26516 dated May 10, 1996 and HCAR No. 26553, dated
August 13, 1996) during the period from October 1, 1996, through
December 31, 1996, the Company issued a total of 256,073 shares
of its Common Stock, $6.50 par value ("Common Stock"), to Stanley
& Co. [a nominee of First Chicago Trust Company of New York
("First Chicago")], at a total purchase price of $10,313,340.08,
for the accounts of participants in the Company's Dividend
Reinvestment and Stock Purchase Plan (the "Plan"). During such
period, First Chicago, as Agent under the Plan, also purchased on
the open market for the accounts of participants a total of
134,882 shares of the Company's Common Stock, at a total purchase
price of $5,446,861.77. These transactions are set forth in more
detail in the attached Schedule I, incorporated herein by
reference.
AMERICAN ELECTRIC POWER COMPANY, INC.
By: /s/ A. A. Pena
A. A. Pena, Treasurer
Dated: January 9, 1997
<PAGE>
SCHEDULE I
to
CERTIFICATE OF NOTIFICATION (#70-5943)
of
AMERICAN ELECTRIC POWER COMPANY, INC.
For the Period October 1 - December 31, 1996
TRANSACTIONS THIS PERIOD:
- Original Issue Shares -
Shares Price Total
Period Issued Per Share Purchase Price
10/01/96
to 12/31/96 256,073 $40.275 $10,313,340.08
- Open Market Purchases -
Shares Average Price Total
Date Purchased Per Share Purchase Price
10/01/96 2,036 $40.750 $ 82,967.00
10/02/96 2,273 41.125 93,477.13
10/15/96 14,175 40.750 577,631.25
10/16/96 1,357 40.625 55,128.13
11/01/96 3,363 41.625 139,984.88
11/04/96 1,492 42.125 62,850.50
11/15/96 4,179 42.250 176,562.75
11/18/96 316 41.875 13,232.50
11/18/96 800 42.000 33,600.00
12/02/96 3,658 41.000 149,978.00
12/03/96 2,876 40.625 116,837.50
12/04/96 49 40.625 1,990.63
12/11/96 92,370 40.126 3,706,438.62
12/16/96 4,487 39.750 178,358.25
12/17/96 272 39.750 10,812.00
12/17/96 1,179 39.875 47,012.63
Total O/M Purch. 134,882 $ 5,446,861.77
- Total Activity This Period -
Shares Total
Purchased Purchase Price
O/I Shares 256,073 $10,313,340.08
O/M Purchases 134,882 5,446,861.77
Total Activity 390,955 $15,760,201.85
SCHEDULE I to CERTIFICATE OF PAGE 2
NOTIFICATION (#70-5943) of
AMERICAN ELECTRIC POWER COMPANY, INC.
For the Period October 1 - December 31, 1996
CUMULATIVE SUMMARY OF TRANSACTIONS:
- Original Issue Shares -
Shares Total
Issued Purchase Price
Totals from last report 43,955,505 $843,053,811.53
Transactions this period 256,073 10,313,340.08
Total Original Issue Shares 44,211,578 $853,367,151.50
- Open Market Purchases -
Shares Total
Purchased Purchase Price
Totals from last report 19,624,175 $591,588,026.04
Transactions this period 134,882 5,446,861.77
Total Open Market Purchases 19,759,057 $597,034,887.81
