AEP RESOURCES INC
U-57, 1997-04-16
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               SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.

                            FORM U-57

         NOTIFICATION OF FOREIGN UTILITY COMPANY STATUS

                Filed under Section 33(a) of the
     Public Utility Holding Company Act of 1935, as amended


                     AEI (Loy Yang) Pty Ltd.
                (Name of foreign utility company)


                       AEP Resources, Inc.
(Name of filing company if filed on behalf of a foreign utility company)


Please send a copy of all notices and correspondence concerning
this Notice to:

          J. D. Cross, Esq.
          General Counsel
          AEP Resources, Inc.
          1 Riverside Plaza, 20th Floor
          Columbus, OH 43215
          614/223-1580


     Pursuant to Section 33(a) of the Public Utility Holding
Company Act of 1935, as amended (the "1935 Act") and Rule 57
thereunder, AEP Resources, Inc., an Ohio corporation ("Resources"),
acting on behalf of AEI (Loy Yang) Pty Ltd., a private limited
company organized under the laws of Australia (the "Company"),
hereby notifies the Commission that it is a "foreign utility
company" ("FUCO") within the meaning of Section 33(a) of the 1935
Act.


                             ITEM 1

     State the name of the entity claiming foreign utility
     company status, its business address, and a description
     of the facilities used for the generation, transmission
     and distribution of electric energy for sale or for the
     distribution at retail of natural or manufactured gas. 
     To the extent known, identify each person that holds five
     percent (5%) or more of any class of voting securities of
     the foreign utility company and describe the amount and
     nature of the interest.

     The name and business address of the company claiming FUCO
status is:

     AEI (Loy Yang) Pty Ltd.
     Level 30
     385 Bourke Street
     Melbourne Vic 3000

Description of Facilities

     The Company will own a 100% interest in jurisdictional
facilities consisting of electric generation assets of Loy Yang
Power Limited ("Loy Yang"), a power station located in Victoria,
Australia.  The facilities primarily consist of a 2000 megawatt
brown coal-fired power station including an on-site mine.  The
power station consists of four units with a capacity of 500
megawatts per unit.

Ownership

     Resources and China, Light & Power ("CL&P"), acting together,
will be bidding through one or more special purpose subsidiaries,
on Loy Yang.  Resources has created a wholly owned Dutch
subsidiary, AEPR Global Ventures B.V. ("AEP Ventures") to
participate in this joint venture with CL&P.

     In turn, AEP Ventures with CL&P have created an Australian
corporation, Australian Energy International Pty Ltd. ("AEI").  AEP
Ventures and CL&P own 16% and 84%, respectively, of AEI.  AEI has
created the Company and holds all of the outstanding voting stock
of the Company.  The Company is submitting the bid and, if
successful, will acquire all of the assets and stock of Loy Yang. 
Loy Yang will remain in existence to hold nontransferable
intangible assets such as contracts or licenses.

     Resources anticipates inserting two additional intermediary
companies into their corporate structure, AEP Resources Australia
Ventures, Inc. and AEPR Global Holland Holding B.V.  Resources will
hold all of the outstanding voting stock of AEP Resources Australia
Ventures, Inc.  AEP Resources Australia Ventures, Inc. will hold
all of the outstanding stock of AEPR Global Holland Holding B.V.
AEPR Global Holland Holding B.V. will hold all the outstanding
stock of AEP Ventures.

                             ITEM 2

     State the name of any domestic associate public-utility
     company and, if applicable, its holding company, and a
     description of the relationship between the foreign
     utility company and such company, and the purchase price
     paid by any such domestic associate public-utility
     company for its interest in the foreign utility company.

     Resources is a wholly-owned subsidiary of American Electric
Power Company, Inc. ("AEP"), a registered "holding company" as
defined in the 1935 Act.  CL&P is a foreign company incorporated in
Hong Kong.  Consequently, if the above-described acquisition of an
interest in Loy Yang is successful, the following domestic "public-
utility companies" will be "associate companies" of the Company:
AEP Generating Company, Appalachian Power Company, Columbus
Southern Power Company, Indiana-Kentucky Electric Corporation,
Indiana Michigan Power Company, Kentucky Power Company, Kingsport
Power Company, Ohio Power Company, Ohio Valley Electric Corporation
and Wheeling Power Company.

     AEP is a "holding company" with respect to each of AEP
Generating Company, Appalachian Power Company, Columbus Southern
Power Company, Indiana-Kentucky Electric Corporation ("IKEC"),
Indiana Michigan Power Company, Kentucky Power Company, Kingsport
Power Company, Ohio Power Company, Ohio Valley Electric Corporation
("OVEC") and Wheeling Power Company (collectively, the "AEP Utility
Subsidiaries").  In addition, OVEC is a "holding company" of IKEC.

     None of the AEP Utility Subsidiaries will have any
relationship with the Company other than, if the acquisition is
successful, sharing AEP as a "holding company" and being an
"associate company" of the Company.  None of the AEP Utility
Subsidiaries will pay any part of the purchase price for the
Company.

EXHIBIT A - Not Applicable

     The undersigned company has duly caused this statement to be
signed on its behalf by the undersigned thereunto duly authorized.


               AEP RESOURCES, INC.


               By:_/s/ Jeffrey D. Cross______
               Name:   Jeffrey D. Cross
               Title:  Vice President and General Counsel


Dated:  April  16, 1997




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