UNITED STATES OF AMERICA before the SECURITIES AND EXCHANGE COMMISSION ---------------------------------------------- : In the Matter of : : AMERICAN ELECTRIC POWER COMPANY, INC. : CERTIFICATE Columbus, Ohio 43215 : OF : NOTIFICATION (70-5943) : : PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 : ---------------------------------------------- THIS IS TO CERTIFY that, in accordance with the terms and conditions of and for the purposes represented by the declaration, as amended, of American Electric Power Company, Inc. (the "Company") in the above-captioned file and the orders of the Securities and Exchange Commission with respect thereto (HCAR No. 19879, dated February 8, 1977; HCAR No. 19992, dated April 19, 1977; HCAR No. 20111, dated July 14, 1977; HCAR No. 20506, dated April 19, 1978; HCAR No. 20979, dated March 29, 1979; HCAR No. 21180, dated August 8, 1979; HCAR No. 21544, dated May 1, 1980; HCAR No. 22113, dated June 30, 1981; HCAR No. 22539, dated June 15, 1982; HCAR No. 22989, dated June 29, 1983; HCAR No. 23353, dated June 29, 1984; HCAR No. 23538, dated December 19, 1984; HCAR No. 23754, dated July 1, 1985; HCAR No. 23980, dated January 3, 1986; HCAR No. 24534, dated December 18, 1987; HCAR No. 25233, dated December 27, 1990; HCAR No. 25936, dated December 1, 1993; HCAR No. 26516 dated May 10, 1996; HCAR No. 26553, dated August 13, 1996; HCAR No. 27186, dated June 14, 2000 in file 70-9381; and HCAR No. 27258, dated December 19, 2000) during the period from April 1, 2001, through June 30, 2001, the Company issued a total of -0- shares of its Common Stock, $6.50 par value ("Common Stock"), to Stanley & Co. [a nominee of First Chicago Trust Company of New York ("First Chicago")], at a total purchase price of $-0-, for the accounts of participants in the Company's Dividend Reinvestment and Direct Stock Purchase Plan (the "Plan"). During such period, First Chicago, as Agent under the Plan, purchased on the open market for the accounts of participants a total of 334,212 shares of the Company's Common Stock, at a total purchase price of $16,229,003.94. These transactions are set forth in more detail in the attached Schedule I, incorporated herein by reference. AMERICAN ELECTRIC POWER COMPANY, INC. By: /s/ Henry W. Fayne -------------------------------- Vice President Dated: July 16, 2001 SCHEDULE I to CERTIFICATE OF NOTIFICATION (#70-5943) of AMERICAN ELECTRIC POWER COMPANY, INC. For the Period April 1 - June 30, 2001 TRANSACTIONS THIS PERIOD: - ORIGINAL ISSUE SHARES - SHARES PRICE TOTAL PERIOD ISSUED PER SHARE PURCHASE PRICE TOTAL O/I PURCHASE -0- $-0- - OPEN MARKET PURCHASES - SHARES AVERAGE PRICE TOTAL DATE PURCHASED PER SHARE PURCHASE PRICE 04/03/2001 6,694 48.266 $ 323,092.60 04/10/2001 4,010 49.057 196,718.35 04/17/2001 3,367 49.186 165,609.26 04/24/2001 2,293 48.897 112,120.82 05/01/2001 3,378 49.605 167,565.26 05/08/2001 3,523 47.583 167,634.91 05/15/2001 2,107 48.443 102,068.83 05/22/2001 1,865 50.334 93,873.07 05/29/2001 1,488 49.595 73,797.36 06/05/2001 5,380 49.199 264,690.41 06/05/2001 37,000 49.200 1,820,400.00 06/06/2001 38,000 48.420 1,839,960.00 06/07/2001 38,000 48.250 1,833,500.00 06/08/2001 38,000 48.197 1,831,486.00 06/11/2001 35,000 48.820 1,708,700.00 06/12/2001 5,500 48.350 265,925.00 06/12/2001 50,000 48.679 2,433,950.00 06/13/2001 54,039 48.400 2,615,487.60 06/19/2001 2,454 47.252 115,956.44 06/26/2001 2,114 45.633 96,468.03 TOTAL O/M 334,212 $ 16,229,003.94 PURCHASE ======= - TOTAL ACTIVITY THIS PERIOD - SHARES PURCHASED TOTAL PURCHASE PRICE O/I Shares -0- $ -0- O/M Purchases 334,212 $16,229,003.94 ------- -------------- TOTAL ACTIVITY 334,212 $16,229,003.94 PAGE TWO SCHEDULE I to CERTIFICATE OF NOTIFICATION (#70-5943) of AMERICAN ELECTRIC POWER COMPANY, INC. For the Period April 1 - June 30, 2001 CUMULATIVE SUMMARY OF TRANSACTIONS: - ORIGINAL ISSUE SHARES - TOTAL SHARES ISSUED PURCHASE PRICE Totals from last report 47,773,594 $1,008,340,148.37 Transactions this period -0- $ -0- ---------- ----------------- Total Original Issue Shares 47,773,594 $1,008,340,148.37 - OPEN MARKET PURCHASES - TOTAL SHARES ISSUED PURCHASE PRICE Totals from last report 22,552,325 $699,841,572.55 Transactions this period 334,212 $ 16,229,003.94 ---------- --------------- Total Open Market Shares 22,886,537 $716,070,576.49