<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 July 1, 1998, through September
30, 1998, the Company issued a total of 316,664 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
$14,126,090.91, for the accounts of participants in the Company's Dividend
Reinvestment and Direct 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 -0- shares of the Company's Common
Stock, at a total purchase price of $-0-. 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: October 12, 1998
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SCHEDULE I
to
CERTIFICATE OF NOTIFICATION (#70-5943)
of
AMERICAN ELECTRIC POWER COMPANY, INC.
For the Period July 1 - September 30, 1998
TRANSACTIONS THIS PERIOD:
- Original Issue Shares -
Shares Price Total
Period Issued Per Share Purchase Price
07/07/98 5,457 $45.928 $ 250,612.73
07/14/98 3,998 45.150 180,509.70
07/21/98 3,020 44.519 134,447.38
07/28/98 2,936 44.300 130,064.80
08/04/98 3,133 43.888 137,501.10
08/11/98 2,417 42.969 103,856.08
08/11/98 3,886 43.888 170,548.77
08/25/98 1,014 44.919 45,547.87
09/01/98 2,791 45.181 126,100.17
09/08/98 1,441 44.506 64,133.15
09/10/98 278,675 44.563 12,418,594.02
09/15/98 4,047 45.406 183,758.09
09/22/98 2,221 46.488 103,249.85
09/29/98 1,628 47.400 77,167.20
------- -------------
Total O/I Purch. 316,664 $14,126,090.91
- Open Market Purchases -
Shares Average Price Total
Date Purchased Per Share Purchase Price
Total O/M Purch. -0- $ -0-
========= ======
- Total Activity This Period -
Shares Total
Purchased Purchase Price
O/I Shares 316,664 $14,126,090.91
O/M Purchases -0- -0-
Total Activity 316,664 $14,126,090.91
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SCHEDULE I to CERTIFICATE OF PAGE 2
NOTIFICATION (#70-5943) of
AMERICAN ELECTRIC POWER COMPANY, INC.
For the Period July 1 - September 30, 1998
CUMULATIVE SUMMARY OF TRANSACTIONS:
- Original Issue Shares -
Shares Total
Issued Purchase Price
Totals from last report 46,007,058 $934,194,346.56
Transactions this period 316,664 14,126,090.91
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Total Original Issue Shares 46,323,722 $948,320,437.47
- Open Market Purchases -
Shares Total
Purchased Purchase Price
Totals from last report 19,933,897 $604,795,081.99
Transactions this period -0- -0-
Total Open Market Purchases 19,933,897 $604,795,081.99