AMERICAN ELECTRIC POWER COMPANY INC
POS AMC, 1999-07-13
ELECTRIC SERVICES
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                                                                File No. 70-8693

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                         Post-Effective Amendment No. 7
                                       to
                                    FORM U-1

                           APPLICATION OR DECLARATION
                                      under
                THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
                                      ***
                      AMERICAN ELECTRIC POWER COMPANY, INC.
                    1 Riverside Plaza, Columbus, Ohio 43215

                             AEP GENERATING COMPANY
                    1 Riverside Plaza, Columbus, Ohio 43215

                            APPALACHIAN POWER COMPANY
                40 Franklin Road, S.W., Roanoke, Virginia 24011

                         COLUMBUS SOUTHERN POWER COMPANY
                 215 North Front Street, Columbus, Ohio 43215

                         INDIANA MICHIGAN POWER COMPANY
           One Summit Square, P. O. Box 60, Fort Wayne, Indiana 46801

                             KENTUCKY POWER COMPANY
                 1701 Central Avenue, Ashland, Kentucky 41101

                             KINGSPORT POWER COMPANY
                 40 Franklin Road, S. W. Roanoke, Virginia 24011

                               OHIO POWER COMPANY
                 301 Cleveland Avenue, S. W., Canton, Ohio 44701

                             WHEELING POWER COMPANY
                51 Sixteenth St., Wheeling, West Virginia 26003
               (Name of company or companies filing this statement
                 and addresses of principal executive offices)
                                      ***
                      AMERICAN ELECTRIC POWER COMPANY, INC.
                    1  Riverside  Plaza,  Columbus,  Ohio  43215
                   (Name of top registered holding company parent
                         of each applicant or declarant)
                                      ***
                              A. A. Pena, Treasurer
                   AMERICAN ELECTRIC POWER SERVICE CORPORATION
                    1 Riverside Plaza, Columbus, Ohio 43215

               John F. DiLorenzo, Jr., Associate General Counsel
                  AMERICAN ELECTRIC POWER SERVICE CORPORATION
                    1 Riverside Plaza, Columbus, Ohio 43215
                  (Names and addresses of agents for service)

      American Electric Power Company, Inc. ("American"), AEP Generating Company
("Generating"),  Appalachian  Power Company  ("Appalachian"),  Columbus Southern
Power Company ("Columbus"), Indiana Michigan Power Company ("Indiana"), Kentucky
Power Company ("Kentucky"),  Kingsport Power Company  ("Kingsport"),  Ohio Power
Company  ("Ohio") and Wheeling Power Company  ("Wheeling")  (collectively,  "the
Companies")  propose  to amend  their  Application/Declaration  on Form U-1,  as
amended,  in File No.  70-8693,  by supplying the  following  exhibit in ITEM 6.
EXHIBITS AND FINANCIAL STATEMENTS:

      Exhibit F-2 Opinion of counsel

                                   SIGNATURES

      Pursuant to the  requirements of the Public Utility Holding Company Act of
1935, the undersigned  have duly caused this  Post-Effective  Amendment No. 7 to
Form  U-1 to be  signed  on  their  behalf  by the  undersigned  thereunto  duly
authorized.
                              AMERICAN ELECTRIC POWER COMPANY, INC.
                              AEP GENERATING COMPANY
                              APPALACHIAN POWER COMPANY
                              COLUMBUS SOUTHERN POWER COMPANY
                              INDIANA MICHIGAN POWER COMPANY
                              KENTUCKY POWER COMPANY
                              KINGSPORT POWER COMPANY
                              OHIO POWER COMPANY
                              WHEELING POWER COMPANY

                               By: /s/ A. A. Pena
                                    Treasurer
Dated:  July 13, 1999


                                                                     EXHIBIT F-2
(614) 223-1649

July 13, 1999

Securities and Exchange Commission
Division of Corporate Regulation
450 Fifth Street, N.W.
Washington, D.C.  20549

Re:   American Electric Power Company, Inc.
      AEP Generating Company
      Appalachian Power Company
      Columbus Southern Power Company
      Indiana Michigan Power Company
      Kentucky Power Company
      Kingsport Power Company
      Ohio Power Company
      Wheeling Power Company
      (File No. 70-8693)

Ladies and Gentlemen:

I have acted as counsel for American Electric Power Company,  Inc.  ("American")
and certain of its subsidiaries in the  above-captioned  matter,  which involves
the increase in amount of the  short-term  financing  program for American,  AEP
Generating Company  ("Generating"),  Appalachian Power Company  ("Appalachian"),
Columbus  Southern Power Company  ("Columbus"),  Indiana  Michigan Power Company
("Indiana"),  Kentucky  Power  Company  ("Kentucky"),  Kingsport  Power  Company
("Kingsport"),   Ohio  Power  Company   ("Ohio")  and  Wheeling   Power  Company
("Wheeling") for the period through  December 31, 2003. The proposed  short-term
financing program of American, Appalachian, Columbus, Indiana, Kentucky and Ohio
involves the issuance,  reissuance  and sale of short-term  debt, in the form of
notes to banks and commercial  paper to one or more dealers in commercial  paper
for  resale,  in  aggregate  amounts not to exceed  $500,000,000;  $325,000,000;
$350,000,000;   $500,000,000;   $150,000,000;  and  $450,000,000,  respectively,
outstanding  at any one time,  from time to time prior to  January 1, 2004.  The
proposed  short-term  financing program of Generating,  Kingsport,  and Wheeling
involves the issuance,  reissuance  and sale of  short-term  debt in the form of
notes to banks in aggregate amounts not to exceed $125,000,000; $30,000,000; and
$30,000,000,  respectively, outstanding at any one time, from time to time prior
to January 1, 2004.

In connection with my review of the above-described and proposed transactions, I
have examined,  among other things,  the Application or Declaration on Form U-1,
as amended,  through the date thereof, as filed by American and its subsidiaries
with your  Commission  under the Public Utility Holding Company Act of 1935; and
the  resolutions  adopted by the Boards of Directors  of  American,  Generating,
Appalachian,   Columbus,   Indiana,  Kentucky,   Kingsport,  Ohio  and  Wheeling
authorizing  the  proposed  short-term  financing  program and the filing of all
necessary applications for regulatory approvals in connection therewith.

In my opinion, if said Application or Declaration on Form U-1 as filed with your
Commission  is granted or  permitted  to become  effective,  and if the proposed
transactions  are consummated in accordance with said Application or Declaration
on Form U-1: (a) all state laws  applicable  to the proposed  transactions  will
have been complied with; (b) American, Appalachian,  Columbus, Indiana, Kentucky
and Ohio, the proposed  issuers of the notes to banks and the commercial  paper,
are validly organized and duly existing corporations and such notes to banks and
such  commercial  paper  will be valid  and  binding  obligations  of  American,
Appalachian,  Columbus,  Indiana,  Kentucky  and Ohio in  accordance  with their
terms; (c) Generating, Kingsport and Wheeling, the proposed issuers of the notes
to banks, are validly organized and duly existing corporations and such notes to
banks  will be valid  and  binding  obligations  of  Generating,  Kingsport  and
Wheeling  in  accordance  with  their  terms;  and (d) the  consummation  of the
proposed  transactions  will not violate the legal  rights of the holders of any
securities  issued by  American,  Appalachian,  Generating,  Columbus,  Indiana,
Kentucky,  Kingsport,  Ohio and Wheeling,  or by any associate company of any of
them.

I consent to the use of this opinion as part of the above-mentioned  Application
or Declaration on Form U-1.

Very truly yours,


Ann B. Graf
Counsel for
American Electric Power Company, Inc.
AEP Generating Company
Appalachian Power Company
Columbus Southern Power Company
Indiana Michigan Power Company
Kentucky Power Company
Kingsport Power Company
Ohio Power Company
Wheeling Power Company



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