<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, 1998, through December
31, 1998, the Company issued a total of 299,458 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
$14,145,206.64, 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: January 18, 1999
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SCHEDULE I
to
CERTIFICATE OF NOTIFICATION (#70-5943)
of
AMERICAN ELECTRIC POWER COMPANY, INC.
For the Period October 1 - December 31, 1998
TRANSACTIONS THIS PERIOD:
- Original Issue Shares -
Shares Price Total
Period Issued Per Share Purchase Price
10/06/98 3,522 $49.875 $ 175,659.76
10/13/98 3,233 51.381 166,114.77
10/20/98 4,626 51.181 236,763.31
10/27/98 2,205 49.125 108,320.63
11/03/98 2,696 49.213 132,678.25
11/10/98 4,732 50.075 236,954.90
11/17/98 2,035 49.794 101,330.79
11/24/98 1,642 49.050 80,540.10
12/01/98 2,797 47.669 133,330.19
12/08/98 4,581 47.288 216,626.33
12/10/98 262,277 46.963 12,317,314.75
12/15/98 1,212 46.500 56,358.00
12/22/98 2,506 47.119 118,080.21
12/29/98 1,394 46.725 65,134.65
------- -------------
Total O/I Purch. 299,458 $14,145,206.64
======= ==============
- 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 299,458 $14,145,206.64
O/M Purchases -0- -0-
Total Activity 299,458 $14,145,206.64
======= =============
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SCHEDULE I to CERTIFICATE OF PAGE 2
NOTIFICATION (#70-5943) of
AMERICAN ELECTRIC POWER COMPANY, INC.
For the Period October 1 - December 31, 1998
CUMULATIVE SUMMARY OF TRANSACTIONS:
- Original Issue Shares -
Shares Total
Issued Purchase Price
Totals from last report 46,323,722 $948,320,437.47
Transactions this period 299,458 14,145,206.64
---------- --------------
Total Original Issue Shares 46,623,180 $962,465,644.11
- 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
