UNITED STATES OF AMERICA

                 BEFORE THE SECURITIES AND EXCHANGE COMMISSION

______________________________________________
                                              :
              In the Matter of                :
                                              :
     AMERICAN ELECTRIC POWER COMPANY, INC.    :  CERTIFICATE OF
 AMERICAN ELECTRIC POWER SERVICE CORPORATION  :
              Columbus, Ohio                  :   NOTIFICATION
                                              :
                 (70-9181)                    :
  Public Utility Holding Company Act of 1935  :
______________________________________________:

      THIS IS TO CERTIFY THAT AMERICAN  ELECTRIC POWER COMPANY,  INC., and its
subsidiary  AMERICAN  ELECTRIC POWER SERVICE  CORPORATION,  in accordance with
the  terms  and  conditions  of,  and for the  purposes  represented  by,  the
Application or  declaration  herein,  as amended,  the order of the Securities
and Exchange  Commission  with  respect  thereto,  dated April 24, 1998,  have
carried out the transactions listed below:

1.     American  Electric Power Service  Corporation  entered into a Term Loan
      and Guaranty  Agreement  dated October 14, 1998 (the  "Agreement")  with
      Suntrust  Bank,  Central  Florida,  N.A. (the "Bank") and on October 14,
      1998  borrowed   $10,000,000   under  the  Agreement,   evidenced  by  a
      promissory  note of that date,  payable October 14, 2003 at a fixed rate
      of 6.355% per annum.

      Payment of the  promissory  note was  guaranteed  by  American  Electric
      Power Company, Inc.

      A conformed copy of the note is attached as Exhibit A.


                        AMERICAN ELECTRIC POWER COMPANY, INC.
                        AMERICAN ELECTRIC POWER SERVICE CORPORATION



                        By:            /s/ A. A. Pena               
                           A. A. Pena, Vice President and Treasurer

Dated:  January 6, 1999


                                                                     EXHIBIT A
                                PROMISSORY NOTE

$10,000,000                                           Dated:  October 14, 1998

      FOR VALUE RECEIVED, the undersigned, AMERICAN ELECTRIC POWER SERVICE
CORPORATION, a New York corporation (the "Company"), hereby promises to pay
to the order of SUNTRUST BANK, CENTRAL FLORIDA, N.A. (the "Bank"), the
principal sum of Ten Million Dollars ($10,000,000) on October 14, 2003 (the
"Maturity Date"), together with interest on the principal amount remaining
unpaid hereunder from time to time outstanding from the date hereof until
said principal sum shall be paid in full, payable on the fourteenth day of
each April and October during the term hereof and on the Maturity Date, at a
rate of interest per annum equal at all times to 6.355% per annum (the "Fixed
Rate").  Any amount of principal hereof which is not paid when due, whether
at stated maturity, by acceleration or otherwise, shall bear interest from
the day when due until said principal amount is paid in full, payable on
demand, at a rate of interest per annum equal at all times to one percent
(1%) over the Fixed Rate.  Interest shall be computed on the basis of a year
consisting of 360 days (30-day months).
 
      Both principal and interest are payable in lawful money of the United
States of America and in same day funds to the Bank at 200 S. Orange Avenue,
Orlando, FL  32802.

      This Note evidences indebtedness incurred under a Term Loan and
Guaranty Agreement dated as of October 14, 1998, between the Company,
American Electric Power Company, Inc. and the Bank (the "Agreement"), as the
same may be amended, modified or supplemented from time to time, and is
entitled to the benefits thereof, including the unconditional guaranty of the
amounts due hereunder by American Electric Power Company, Inc.  The
Agreement, among other things, contains provisions for acceleration of the
maturity of the principal amount hereof upon the happening of certain stated
events and also for the payment of a fee in the event of repayment of
principal hereof prior to the Maturity Date hereof upon the terms and
conditions therein specified.

                        AMERICAN ELECTRIC POWER SERVICE CORPORATION

                        By:                                             
                                             Treasurer