<PAGE>
UNITED STATES OF AMERICA
BEFORE THE
SECURITIES AND EXCHANGE COMMISSION
______________________________________
:
In the matter of :
:
AEP GENERATING COMPANY :
AMERICAN ELECTRIC POWER COMPANY, INC. :
1 Riverside Plaza : CERTIFICATE OF
Columbus, Ohio 43215 : NOTIFICATION
: No. 2
(70-8237) :
Public Utility Holding Company :
Act of 1935 :
______________________________________:
THIS IS TO CERTIFY THAT AEP GENERATING COMPANY
("Generating") and AMERICAN ELECTRIC POWER COMPANY, INC. ("AEP"),
in accordance with the terms and conditions of, and for the
purposes represented by, the Application - Declaration herein and
the Order of the Securities and Exchange Commission with respect
thereto, dated December 10, 1993, HCAR No. 35-25943, have carried
out the transactions set forth below:
On February 24, 1994, the Board of Directors of AEP
Generating Company authorized the payment of a
$1,000,000 dividend out of paid-in capital to American
Electric Power Company, Inc. Such dividend was paid on
February 25, 1994.
<PAGE>
Generating and AEP will file a "past tense" opinion of
counsel as to all the transactions authorized by the
aforementioned Order of the Commission in this proceeding at the
time the last of such transactions has been carried out.
AEP GENERATING COMPANY
AMERICAN ELECTRIC POWER COMPANY, INC.
By:________/s/ G. P. Maloney_________
Vice President
Dated: March 2, 1994
I:\FINANCE\AEPGEN\94FN0003.GEN
