AEP GENERATING CO /OH/
35-CERT, 1999-06-14
ELECTRIC SERVICES
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<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. 12
                  (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 Orders of the  Securities  and Exchange  Commission  with respect
thereto,  dated December 10, 1993, HCAR No. 35-25943,  and August 12, 1997, HCAR
No. 35-26754, have carried out the transactions set forth below:

      On May  26,  1999,  the  Board  of  Directors  of AEP  Generating  Company
      authorized the payment of a $4,000,000  dividend out of paid-in capital to
      American  Electric Power Company,  Inc. Such dividend was paid on June 11,
      1999.

      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

                              By:   /s/ A. A. Pena
                                      Treasurer

                              AMERICAN ELECTRIC POWER COMPANY, INC.

                              By:    /s/ A. A. Pena
                                       Treasurer
Dated:  June 14, 1999



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