File No. 70-9169


                SECURITIES AND EXCHANGE COMMISSION

                      Washington, D. C. 20549

                __________________________________

                          AMENDMENT NO. 3
                                TO
                             FORM U-1
                __________________________________


                            DECLARATION

                             under the

            PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

                               * * *

               AMERICAN ELECTRIC POWER COMPANY, INC.
              1 Riverside Plaza, Columbus, Ohio 43215
        (Name of company or companies filing this statement
           and addresses of principal executive offices)

                               * * *

               AMERICAN ELECTRIC POWER COMPANY, INC.
              1 Riverside Plaza, Columbus, Ohio 43215
              (Name of top registered holding company
              parent of each applicant or declarant)

                               * * *

                  Susan Tomasky, General Counsel
            AMERICAN ELECTRIC POWER SERVICE CORPORATION
              1 Riverside Plaza Columbus, Ohio 43215



      American Electric Power Company, Inc. ("AEP"), a New York
corporation and a registered holding company under the Public
Utility Holding Company Act of 1935, as amended (the "Act") hereby
amends its Form U-1 Declaration in File No. 70-9169:

      1.   By amending and restating the fourth paragraph of Item 1
as follows:
          "On January 28, 1998, the Board of Directors of AEP
      adopted a resolution approving an amendment to the restated
      certificate of incorporation to increase the number of
      authorized shares of AEP common stock.  At the Annual Meeting
      of Shareholders of AEP held on May 27, 1998, holders of
      approximately 71% of all outstanding AEP common stock approved
      an amendment to the restated certificate of incorporation to
      increase the number of authorized shares of AEP common stock.
      The par value of each share of AEP common stock shall remain
      $6.50.  At the Annual Meeting of Stockholders of CSW held on
      May 28, 1998, holders of approximately 82% of all outstanding
      CSW common stock approved the Merger."

      2.   By adding the following paragraphs to the end of Item 1:
           "Rule 54 provides that in determining whether to approve
      certain transactions other than those involving an exempt
      wholesale generator ('EWG') or a foreign utility company
      ('FUCO'), as defined in the 1935 Act, the Commission will not
      consider the effect of the capitalization or earnings of any
      subsidiary which is an EWG or FUCO if Rule 53(a), (b) and (c)
      are satisfied.  As set forth below, all applicable conditions
      of Rule 53(a) are currently satisfied and none of the
      conditions set forth in Rule 53(b) exist or will exist as a
      result of the transactions proposed herein, thereby satisfying
      such provision and making Rule 53(c) inapplicable.
           Rule 53(a)(1).  As of September 30, 1998, AEP, through
      its subsidiary, AEP Resources, Inc., had aggregate investment
      in FUCOs of $463,536,000.  This investment represents
      approximately 28.0% of $1,654,505,000, the average of the
      consolidated retained earnings of AEP reported on Forms 10-Q
      and 10-K for the four consecutive quarters ended September 30,
      1998.
           Rule 53(a)(2).  Each FUCO in which AEP invests will
      maintain books and records and make available the books and
      records required by Rule 53(a)(2).
           Rule 53(a)(3).  No more than 2% of the employees of the
      Utility Subsidiaries (the seven electric utility subsidiaries
      in the AEP System are Appalachian Power Company, Columbus
      Southern Power Company, Indiana Michigan Power Company,
      Kentucky Power Company, Kingsport Power Company, Ohio Power
      Company and Wheeling Power Company (collectively, the 'Utility
      Subsidiaries')) of AEP will, at any one time, directly or
      indirectly, render services to any FUCO.
           Rule 53(a)(4).  AEP has submitted and will submit a copy
      of Item 9 and Exhibits G and H of AEP's Form U5S to each of
      the public service commissions having jurisdiction over the
      retail rates of AEP's Utility Subsidiaries.
           Rule 53(b).  (i) Neither AEP nor any subsidiary of AEP is
      the subject of any pending bankruptcy or similar proceeding;
      (ii) AEP's average consolidated retained earnings for the four
      most recent quarterly periods ($1,654,585,000) represented an
      increase of approximately $63,768,000 (or 4%) in the average
      consolidated retained earnings from the previous four
      quarterly periods ($1,590,817,000); and (iii) for the fiscal
      year ended December 31, 1997, AEP did not report operating
      losses attributable to AEP's direct or indirect investments in
      EWGs and FUCOs.
           AEP was authorized to invest up to 100% of its
      consolidated retained earnings in EWGs and FUCOs (HCAR No.
      26864, April 27, 1998) (the '100% Order') in File No. 70-9021.
      In connection with its consideration of AEP's application for
      the 100% Order, the Commission reviewed AEP's procedures for
      evaluating EWG or FUCO investments.  Based on projected
      financial ratios and on procedures and conditions established
      to limit the risks to AEP involved with investments in EWGs
      and FUCOs, the Commission determined that permitting AEP to
      invest up to 100% of its consolidated retained earnings in
      EWGs and FUCOs would not have a substantial adverse impact
      upon the financial integrity of the AEP System, nor would it
      have an adverse impact on any of the Utility Subsidiaries or
      their customers, or on the ability of state commissions to
      protect the Utility Subsidiaries or their customers.  Since
      similar considerations are involved hereunder with respect to
      Rule 54, Applicant should not be required to make subsequent
      Rule 54 filings once AEP's aggregate investment in EWGs and
      FUCOs exceeds 50% of its consolidated retained earnings."

      3.   By adding the following exhibits under Item 6:
           Exhibit 5           Certificate of Amendment of the
                               Certificate of Incorporation of AEP
                               (providing for the increase in the
                               number of authorized shares)

           Exhibit F           Opinion of Counsel

                             SIGNATURE


      Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned companies have duly caused
this statement to be signed on their behalf by the undersigned
thereunto duly authorized.
                     AMERICAN ELECTRIC POWER COMPANY, INC.


                     By__/s/ A. A. Pena__________________
                             Treasurer


Dated:  December 10, 1998

                                                          Exhibit 5

                     CERTIFICATE OF AMENDMENT
                              OF THE
                   CERTIFICATE OF INCORPORATION
                                OF
               AMERICAN ELECTRIC POWER COMPANY, INC.
         Under Section 805 of the Business Corporation Law


      The undersigned, being respectively the Vice President and
Secretary of American Electric Power Company, Inc., hereby certify
that:

      1.     The name of the corporation is AMERICAN ELECTRIC POWER
COMPANY, INC. The name under which the corporation was formed is
American Gas and Electric Company.

      2.      The Department of State on February 18, 1925 filed the
certificate of consolidation forming the corporation.

      3.(A)   The certificate of incorporation of the corporation,
as heretofore amended, is hereby amended pursuant to section
801(b)(7) of the Business Corporation Law, to effect an increase in
the aggregate number of shares which the corporation shall have
authority to issue from 300,000,000 shares of Common Stock, of the
par value of $6.50 each, to 600,000,000 shares of Common Stock, of
the par value of $6.50 each.

        (B)   Paragraph 4.1 of the certificate of incorporation of
the corporation, as heretofore amended, is hereby amended to read
as follows:

      4.1 The aggregate number of shares which the corporation
      is authorized to issue is 600,000,000 shares of Common
      Stock, of the par value of $6.50 each.

      4.      The manner in which this amendment to the certificate
of incorporation of the corporation, as heretofore amended, was
authorized was by the (i) unanimous affirmative vote of the Board
of Directors of the corporation at its meeting duly called and held
on the 28th day of January, 1998, a quorum being present, and (ii)
affirmative vote of the holders of a majority of all outstanding
shares entitled to vote thereon at the annual meeting of
shareholders of the corporation duly called and held on the 27th
day of May, 1998, a quorum being present.

         IN WITNESS WHEREOF, the undersigned have signed this
certificate this ______ day of _________________, 199_, and do
affirm the contents to be true under the penalties of perjury.


                                    _________________________
                                    Henry W. Fayne, Vice President

                                    _________________________
                                    Susan Tomasky, Secretary


                                                          Exhibit F

614/223-1648

Securities and Exchange Commission
Office of Public Utility Regulation
450 Fifth Street, N.W.
Washington, D.C. 20549

December 10, 1998

Re:  American Electric Power Company, Inc. ("AEP")
      SEC File No. 70-9169                         

Gentlemen:

In connection with the transactions proposed and described in the
Application or Declaration on Form U-1 filed with this Commission
by AEP in the captioned proceeding, to which this opinion is an
exhibit, I wish to advise you as follows:

I am of the opinion that AEP is a corporation validly organized
and duly existing under the laws of the state in which it was
incorporated.

I am further of the opinion that, in the event that the  proposed
transactions are consummated in accordance with  said Application
or Declaration:

      (a)  all state laws applicable to the proposed transactions
           will have been complied with; and

      (b)  consummation of the proposed transactions will not
           violate the legal rights of the holders of any
           securities issued by AEP or any associate company
           thereof.

I hereby consent to the filing of this opinion as an exhibit to
the above-mentioned Application or Declaration, as amended.

Very truly yours,

/s/ Thomas G. Berkemeyer

Thomas G. Berkemeyer