AEP GENERATING CO /OH/
35-CERT, 2000-09-18
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. 13
               (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 August 24, 2000,  the Board of Directors  of AEP  Generating  Company
        authorized the payment of a $1,931,000  dividend out of paid-in  capital
        to American  Electric  Power  Company,  Inc.  Such  dividend was paid on
        September 8, 2000.

        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:  September 15, 2000


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