AEP GENERATING CO /OH/
POS AMC, 1994-08-24
ELECTRIC SERVICES
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          <PAGE>

                                                           File No. 70-8237



                          SECURITIES AND EXCHANGE COMMISSION

                               Washington, D.C.  20549

                          __________________________________


                          Post-Effective Amendment No. 1 to

                                       Form U-1

                           ________________________________


                              APPLICATION OR DECLARATION

                                      under the

                      PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

                                        * * *

                                AEP GENERATING COMPANY
                       1 Riverside Plaza, Columbus, Ohio  43215
                      (Name of company filing this statement and
                       address 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, Vice President 
                        AMERICAN ELECTRIC POWER COMPANY, INC.
                       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)<PAGE>





               The   undersigned  American  Electric  Power  Company,  Inc.

          ("AEP") and  AEP Generating  Company ("Generating")  hereby amend

          the Application or Declaration on Form U-1 in File No. 70-8237 as

          follows:

               1.   By  adding the following  paragraphs to ITEM  1 of said

               Form U-1:

                    "By an Order dated December 10, 1993 in this file (HCAR

               No.  25943), Generating was authorized  to pay to  AEP up to

               $16 million in dividends  out of paid-in capital.   To date,

               Generating  has  paid $5.4  million  in  such dividends  and

               anticipates authorizing and paying $2.6 million in August of

               1994.   In its  order, the Commission  reserved jurisdiction

               over  Generating's proposal  to declare  and pay  to  AEP $8

               million of the $16 million in dividends.

                    Generating hereby requests  that the Commission release

               jurisdiction  over  the declaration  of  the  $8 million  in

               dividends  out  of paid-in  capital, which  jurisdiction was

               reserved in this file.

                    Without  further  authorization  from this  Commission,

               Generating will not declare any dividend if at such time the

               retained earnings of Generating are less than $-0-.

                    Generating hereby represents that, through December 31,

               1997,   upon  effecting   payment  of   any  dividends   and

               considering any increase  in long-term  or short-term  debt,

               its percentage of common equity to total capitalization will

               not fall below 30%."

               2.   By adding  a table  captioned  Projected Dividends  and<PAGE>





               Capitalization  to  Section (b)  of  Item 6.    EXHIBITS AND

               FINANCIAL STATEMENTS.



                                      SIGNATURE

               Pursuant to  the requirements of the  Public Utility Holding

          Company Act of 1935,  the undersigned companies have duly  caused

          this Post-Effective Amendment to be signed on their behalf by the

          undersigned thereunto duly authorized.


                                     AMERICAN ELECTRIC POWER COMPANY, INC.
                                     AEP GENERATING COMPANY



          By:______/s/ G. P. Maloney______
             G. P. Maloney
             Vice President


          Dated:  August 23, 1994









          [94FN0013.GEN]
          8237CNA1














                                         -2-<PAGE>
</PAGE>



<PAGE>
<TABLE>
                                                                Exhibit (b)
                                                       Financial Statements




                                        AEP GENERATING COMPANY
                                PROJECTED DIVIDENDS AND CAPITALIZATION
                                           ($ in Thousands)


          <CAPTION>
                                      Actual         Projected for the Period    
                                      As of      July-
                                      June       Dec.
                                      1994*      1994     1995    1996   1997    Total 
          <S>                        <C>        <C>      <C>     <C>     <C>    <C>

          Dividends
            From Retained Earnings   16,121     4,520    9,694   9,296  8,312   47,943

            From Paid-In Capital      5,400     2,600    3,000   4,000  1,000   16,000
              Total                  21,521     7,120   12,694  13,296  9,312   63,943


          Capitalization Ratios
            Common Equity             30.7%     30.1%    31.5%   31.6%  34.1%

            Long-Term Debt            63.3%     65.3%    56.9%   62.8%  57.6%
            Short-Term Debt            6.0%      4.6%    11.6%    5.6%   8.3%



          Capitalization
            Common Stock              1,000

            Paid-In Capital          50,335
            Retained Earnings         1,184

              Total Common Equity    52,519

            Long-Term Debt          108,264

            Short-Term Debt          10,250

          Total Capitalization      171,034
</TABLE>

                                                 -3-<PAGE>







          *Since authorization received on December 10, 1993.


















































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