AEP GENERATING CO /OH/
35-CERT/A, 1999-03-11
ELECTRIC SERVICES
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                           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. 8
                  (70-8237)                     :
      Public Utility Holding Company            :   Amended & Restated
                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, 1998, the Board of Directors of AEP Generating Company
      authorized the payment of a $2,000,000 dividend out of paid-in
      capital to American Electric Power Company, Inc.  Such dividend
      was paid on June 10, 1998.

      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:  March 11, 1999



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