AMERICAN ELECTRIC POWER COMPANY INC
POS AMC, 2000-01-19
ELECTRIC SERVICES
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                                                                File No. 70-8307


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                      ----------------------------------

                         POST-EFFECTIVE AMENDMENT NO. 16
                                       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 RESOURCES SERVICE COMPANY
                    1 Riverside Plaza,  Columbus,  Ohio 43215 (Name of 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

                         Susan Tomasky, 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.,  a registered  holding  company
("AEP"),  and  its  wholly  owned  subsidiary,  AEP  Resources  Service  Company
("RESCO")  (jointly,  the  "Applicants"),  hereby  amend  their  Application  or
Declaration  on Form U-1 in File No.  70-8307  by filing  Exhibit  G-3,  Form of
Notice herewith.

                                    SIGNATURE
      Pursuant to the  requirements of the Public Utility Holding Company Act of
1935, the undersigned  companies have duly caused this amendment to be signed on
their behalf by the undersigned thereunto duly authorized.
                        AMERICAN ELECTRIC POWER COMPANY, INC.
                          AEP RESOURCES SERVICE COMPANY


                        By    _/s/ A. A. Pena________________
                                       Treasurer


Dated:      January 19, 2000





                                                                     Exhibit G-3


                            UNITED STATES OF AMERICA
                                   before the
                       SECURITIES AND EXCHANGE COMMISSION


PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Release No.         /January   , 2000


- ----------------------------------------
                                        :
In the Matter of                        :
                                        :
AMERICAN ELECTRIC POWER COMPANY, INC.   :
AEP RESOURCES SERVICE COMPANY           :
1 Riverside Plaza                       :
Columbus, Ohio 43215                    :
                                        :
(70-8307)                               :
- ----------------------------------------:


      American  Electric  Power  Company,  Inc.  ("AEP"),  a registered  holding
company,  and AEP Resources  Service Company  ("RESCO"),  whose name was changed
from AEP Energy Services, Inc. on March 7, 1997, a subsidiary of AEP, have filed
with this  Commission an  Application or Declaration on Form U-1 pursuant to the
Public Utility  Holding  Company Act of 1935 (the "Act"),  designating  Sections
6(a), 7, 9(a), 10, 12(b),  12(c),  13(b) of the Act, and Rules 45, 54, 90 and 91
thereunder.  The Applicants request authorization to engage in various financing
and  related  transactions  involving  AEP  and/or  certain  of  its  nonutility
subsidiaries.

      By orders  dated April 5, 1995,  December  28, 1995 and  December 16, 1998
(HCAR Nos. 26267,  26442 and 26952,  respectively) (the "Orders") the Commission
authorized AEP, among other things,  to: (1) guarantee the debt of RESCO and its
subsidiaries in an amount not to exceed $51 million  through  December 31, 2001;
and (2) issue guarantees and assumptions of liability on behalf of RESCO and its
subsidiaries to third parties in an aggregate  amount not to exceed $200 million
through December 31, 2001  (collectively,  the "Guarantee  Authority").  AEP now
requests  authority to (i) guarantee debt of RESCO to third parties in an amount
not to exceed $400 million  through June 30, 2004 and (ii) issue  guarantees and
assumptions of liability on behalf of RESCO to third parties in an amount not to
exceed $400 million  through June 30, 2004.  Guaranties  may take the form of an
agreement  by AEP to  guarantee,  undertake  reimbursement  obligations,  assume
liabilities  or other  obligations  with respect to, or act as surety on, bonds,
letters of credit, equity commitments, performance and other obligations.

      By Orders dated March 7, 1997, April 5, 1995 and April 12, 1982 (HCAR Nos.
26682, 26267 and 22468, respectively), RESCO was authorized, among other things,
to (1) sell management,  technical and training  expertise and certain technical
and procedural resources ("Consulting  Services") to nonaffiliated entities; (2)
provide project development,  engineering, design, construction and construction
management, operating fuel management,  maintenance and power plant overhaul and
other  similar  kinds of  managerial  and  technical  services  ("Power  Project
Services");  (3)  provide  Consulting  Services  and Power  Project  Services in
foreign jurisdictions;  (4) provide energy management and demand-side management
services in the United  States  (collectively  with Power  Project  Services and
Consulting Services,  "Authorized Services"); and (5) form one or more partly or
wholly-owned  subsidiaries  ("New  Subsidiaries")  to provide one or more of the
Authorized  Services.  RESCO was authorized to provide Power Project Services to
both affiliated and nonaffiliated exempt wholesale generators ("EWGs"),  foreign
utility companies ("FUCOs"),  qualifying cogeneration facilities and small power
production  facilities  ("QFs") and other projects  relating to the  generation,
transmission   and   distribution  of  electric  power   (collectively,   "Power
Projects").

      RESCO now requests, to the extent not exempt or otherwise  authorized,  an
exemption  from  the  at-cost  requirement  of  Rules  90 and 91 for  Authorized
Services  rendered  by  RESCO  or any  New  Subsidiary  to  any  partially-owned
associate   Power   Project,   exempt   telecommunications    company   ("ETC"),
energy-related  company  ("ERC") or New  Subsidiary,  provided that the ultimate
purchaser  of  the  Authorized  Services  is not an  associate  'public  utility
company' (as defined in the Act) or a  subsidiary  of AEP whose  activities  and
operations  are  primarily  related to the  provision  of  services  or goods to
associate public utility  companies.  In addition,  Applicants  request that the
exemption  apply to  Authorized  Services  provided to any other  subsidiary  of
Resources  (i) that is engaged  solely in the  business of  developing,  owning,
operating  and/or providing  Authorized  Services to those exempt Power Projects
enumerated  above,  or (ii) that does not derive,  directly or  indirectly,  any
material  part of its income from sources  within the United States and is not a
public utility company operating within the United States.

      The  Application or Declaration  and any amendments  thereto are available
for public  inspection  through  the  Commission's  Office of Public  Reference.
Interested  persons  wishing to comment or request a hearing should submit their
views in writing by February , 2000 to the  Secretary,  Securities  and Exchange
Commission,  Washington,  D.C. 20549,  and serve a copy on the applicants at the
address  specified  above.  Proof of service  (by  affidavit  or, in case of any
attorney at law, by certificate)  should be filed with the request.  Any request
for a hearing  shall  identify  specifically  the issues of fact or law that are
disputed.  A person who so requests will be notified of any hearing, if ordered,
and will receive a copy of any notice or order issued in this matter. After said
date, the Application or Declaration,  as filed or as it may be amended,  may be
permitted to become effective.

      For the Commission,  by the Office of Public Utility Regulation,  pursuant
to delegated authority.

                         Jonathan G. Katz
                         Secretary






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