AMERICAN ELECTRIC POWER COMPANY INC
35-CERT, 1999-03-05
ELECTRIC SERVICES
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                            UNITED STATES OF AMERICA

                 BEFORE THE SECURITIES AND EXCHANGE COMMISSION
- --------------------------------------------
                                            )
In the matter of                            )
                                            )
AMERICAN ELECTRIC POWER COMPANY, INC.       )
1 Riverside Plaza                           )   Certificate of
Columbus, OH   43215                        )   Notification
                                            )
SEC File No. 70-6965                        )
                                            )
Public Utility Holding Company Act of 1935  )
- --------------------------------------------)

      THIS IS TO CERTIFY THAT AMERICAN ELECTRIC POWER COMPANY, INC. ("AEP"),
in accordance with the terms and conditions of and for the purposes
represented by the Application or Declaration herein and the Order of the
Securities and Exchange Commission with respect thereto, dated July 17, 1984,
has carried out the transactions set forth below:
1.    American Electric Power Company, Inc., as of January 24, 1997, acted as
      indemnitor  on  behalf  of  its  subsidiary,  Cardinal  Operating  Company
      ("Cardinal")  in the amount of  $3,690,000.  Cardinal  is  increasing  the
      capacity of a pond by raising the existing dam crest. The Ohio Division of
      Water requires that dams, dikes or impoundments built in areas under their
      jurisdiction  be bonded to assure  completion  according  to  construction
      plans.
2.    American Electric Power Company, Inc., during 1997, acted as indemnitor on
      behalf of its subsidiary, Columbus Southern Power Company, who has entered
      into four (4) performance  bonds for the erection of four towers by Sprint
      Com, in the aggregate amount of $216,370.
3.    American  Electric  Power Company,  Inc., in 1998,  acted as indemnitor on
      behalf of its  subsidiary,  Columbus  Southern Power Company,  who entered
      into  seventeen  (17)  additional  performance  bonds for the  erection of
      seventeen  (17)  towers  by  Sprint  Com,  in  the  aggregate   amount  of
      $1,712,483.
4.    American  Electric Power Company,  Inc., as of January 17, 1998,  acted as
      indemnitor  on  behalf  of  its  subsidiary,   Ohio  Power  Company.  This
      performance  bond is for the  lighting  of a ball  field  with the City of
      Paulding, Ohio, in the amount of $42,676.
5.    American  Electric  Power  Company,  Inc., as of August 1, 1997,  acted as
      indemnitor  on  behalf  of  its  subsidiary,   Ohio  Power  Company.  This
      performance  bond is for the  lighting of a ball field with the Village of
      Hicksville, Ohio, in the amount of $72,160.
6.    American  Electric  Power  Company,  Inc.,  as of July 9,  1998,  acted as
      indemnitor  on  behalf  of  its  subsidiary,   Ohio  Power  Company.  This
      performance bond is for the construction of a distribution  line extension
      with the  North  Central  Electric  Cooperative,  Inc.,  in the  amount of
      $233,700.
7.    Pursuant to the Order of the Securities and Exchange Commission dated July
      17, 1984,  AEP will file further  certificates  of  notification  annually
      within  90 days  after the close of the  calendar  year of its  activities
      during  that  calendar  year  where it acted as an  indemnitor,  guarantor
      and/or surety in an aggregate amount not to exceed $75 million.
7.    AEP will file a "past tense" opinion of counsel regarding the transactions
      described in  Paragraphs 2 and 3,  authorized  by the Order dated July 17,
      1984, at the time the last of such transactions has been carried out.

                            AMERICAN ELECTRIC POWER COMPANY, INC.

                            By         /s/ A. A. Pena
                                   A. A. Pena, Treasurer

Dated:  March 5, 1999



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