File No. 70-8307
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________
AMENDMENT NO. 4
TO
FORM U-1
__________________________________
APPLICATION OR DECLARATION
under the
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
* * *
AMERICAN ELECTRIC POWER COMPANY, INC.
AEP ENERGY SERVICES, INC.
1 Riverside Plaza, Columbus, Ohio 43215
(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)
* * *
G. P. Maloney, Executive Vice President
AMERICAN ELECTRIC POWER SERVICE CORPORATION
1 Riverside Plaza, Columbus, Ohio 43215
A. Joseph Dowd, 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") and AEP
Energy Services, Inc. ("AEPES") hereby amend their Application or
Declaration on Form U-1 in File No. 70-8307 by filing as Exhibit F
an Opinion of Counsel as to the proposed transactions.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned companies have duly caused
this Application or Declaration to be signed on their behalf by the
undersigned thereunto duly authorized.
AMERICAN ELECTRIC POWER COMPANY, INC.
By__/s/ G. P. Maloney________________
Vice President
AEP ENERGY SERVICES, INC.
By__/s/ G. P. Maloney_________________
President
Dated: February 14, 1994
aepes\amendu-1.#4
<PAGE>
Exhibit F
614/223-1630
Securities and Exchange Commission
Office of Public Utility Regulation
450 Fifth Street, N.W.
Washington, D.C. 20549
February 14, 1994
Re: American Electric Power Company, Inc. ("AEP")
AEP Energy Services, Inc. ("AEPES")
SEC File No. 70-8307
Gentlemen:
In connection with the transactions proposed and described in the
Application or Declaration on Form U-1 filed by AEP and AEPES
(the "Companies") with this Commission in the captioned
proceeding, to which this opinion is an exhibit, I wish to advise
you as follows:
I am of the opinion that the Companies are corporations validly
organized and duly existing under the laws of the states in which
they were incorporated.
I am further of the opinion that, in the event that the proposed
transactions are consummated in accordance with said Application
or Declaration:
(a) all state laws applicable to the proposed transactions
will have been complied with;
(b) consummation of the proposed transactions will not
violate the legal rights of the holders of any
securities issued by the Companies or any associate
company thereof.
I hereby consent to the filing of this opinion as an exhibit to
the above-mentioned Application or Declaration, as amended.
Very truly yours,
/s/ Jeffrey D. Cross
Jeffrey D. Cross
Counsel for
American Electric Power Company, Inc.
AEP Energy Services, Inc.
aepes\opincoun.jdc
