AMERICAN ELECTRIC POWER COMPANY INC
35-CERT, 1998-12-28
ELECTRIC SERVICES
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<PAGE>
  
                      UNITED STATES OF AMERICA

            BEFORE THE SECURITIES AND EXCHANGE COMMISSION

______________________________________________
                                              :
              In the Matter of                :
                                              :
  AMERICAN ELECTRIC POWER COMPANY, INC.       :  CERTIFICATE OF
             AEP RESOURCES, INC.              :   NOTIFICATION
          AEP ENERGY SERVICES, INC.           :
               Columbus, Ohio                 :
                                              :
                 (70-9353)                    :
Public Utility Holding Company Act of 1935    :
______________________________________________:

      American Electric Power Company,  Inc. ("AEP"),  a registered
holding company,  and AEP Energy Services,  Inc.  ("AEPES") and AEP
Resources,    Inc.    ("Resources"),    wholly   owned   nonutility
subsidiaries of AEP  (collectively,  "Applicants"),  hereby certify
pursuant  to the  Order in this  File No.  70-9353  and  Regulation
250.24 (Rule 24 of the  Securities  and Exchange  Commission  under
the Public Utility Holding Company Act of 1935) that:

1.     On  December 1, 1998,  Resources  purchased  from  Equitable
      Resources  Energy  Company,  ET Bluegrass  Company,  and EREC
      Nevada,   Inc.   (collectively,   "Equitable")   all  of  the
      outstanding  equity  securities of the following Energy Asset
      Companies:   Equitable  Storage  Company,  L.L.C.,  Equitable
      Pipeline Company,  Louisiana Intrastate Gas Company,  L.L.C.,
      LIG,  Inc.,  LIG  Liquids  Company,   L.L.C.,   LIG  Chemical
      Company,  and Tuscaloosa  Pipeline Company for  approximately
      $323,000,000.

2.    A portion of this acquisition of these equity  securities was
      financed with the proceeds of the issuance of  $73,000,000 of
      Resources'  6-1/2%  Senior  Notes due 2003,  which  notes are
      supported  by AEP.  The  remaining  $250,000,000  acquisition
      costs were financed by a drawing  under the revolving  Credit
      Agreement dated June 7, 1996 among  Resources,  AEP Resources
      International,  Limited and AEP, as  guarantor,  and The Bank
      of New York, as agent, for certain banks.

3.     On December  1, 1998,  AEPES  purchased  certain gas trading
      assets from ERI Services,  Inc. ("Energy Assets") for cash in
      the  amount of  approximately  $17,000,000.  The  acquisition
      was financed through  short-term  borrowings as authorized by
      the SEC by order dated November 30, 1998 in File No. 70-8779.

4.    The  acquisition  of the  capital  stock of the Energy  Asset
      Companies   and  the  Energy   Assets  were  carried  out  in
      accordance  with  the  terms  and  conditions  of and for the
      purposes  represented  by the  application,  as  amended,  of
      Resources,  AEPES  and AEP in this  file and by  order  dated
      November 2, 1998, in this file (Release No. 35-26933).


                          AMERICAN ELECTRIC POWER COMPANY, INC.
                          AEP RESOURCES, INC.
                          AEP ENERGY SERVICES, INC.


                          By:     /s/ H. W. Fayne           
                              H. W. Fayne, Vice President

Dated:  December 28, 1998


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