<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 January 1, 1997, through
March 31, 1997, the Company issued a total of 329,503 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 $13,624,949.05, 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 41,898 shares
of the Company's Common Stock, at a total purchase price of
$1,729,489.39. 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: April 8, 1997
SCHEDULE I
to
CERTIFICATE OF NOTIFICATION (#70-5943)
of
AMERICAN ELECTRIC POWER COMPANY, INC.
For the Period January 1 - March 31, 1997
TRANSACTIONS THIS PERIOD:
- Original Issue Shares -
Shares Price Total
Period Issued Per Share Purchase Price
1/01/97
to 3/31/97 329,503 $41.350 $13,624,949.05
- Open Market Purchases -
Shares Average Price Total
Date Purchased Per Share Purchase Price
01/02/97 729 $41.125 $ 29,980.13
01/03/97 5,379 41.000 220,539.00
01/15/97 4,130 42.000 173,460.00
01/16/97 2,511 42.000 105,462.00
02/03/97 8,358 41.125 343,722.75
02/04/97 1,196 41.250 49,335.00
02/18/97 1,849 42.125 77,889.13
02/18/97 2,328 42.125 98,067.00
02/19/97 1,510 42.125 63,608.75
03/03/97 1,462 41.625 60,855.75
03/04/97 2,530 41.750 105,627.50
03/11/97 4,092 40.625 166,237.50
03/17/97 4,197 40.125 168,404.63
03/18/97 1,627 40.750 66,300.25
Total O/M Purch. 41,898 $ 1,729,489.39
- Total Activity This Period -
Shares Total
Purchased Purchase Price
O/I Shares 329,503 $13,624,949.05
O/M Purchases 41,898 1,729,489.39
Total Activity 371,401 $15,354,438.44
HEDULE I to CERTIFICATE OF PAGE 2
NOTIFICATION (#70-5943) of
AMERICAN ELECTRIC POWER COMPANY, INC.
For the Period January 1 - March 31, 1997
CUMULATIVE SUMMARY OF TRANSACTIONS:
- Original Issue Shares -
Shares Total
Issued Purchase Price
Totals from last report 256,073 $ 10,313,340.08
Transactions this period 329,503 13,624,949.05
Total Original Issue Shares 585,576 $ 23,938.289.13
- Open Market Purchases -
Shares Total
Purchased Purchase Price
Totals from last report 134,882 $ 5,446,861.77
Transactions this period 41,898 1,729,489.39
Total Open Market Purchases 176,780 $ 7,176,351.16
