614-223-1648



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

November 16, 2000

American Electric Power Company, Inc. and AEP Resources, Inc. hereby transmit
Post-Effective Amendment No. 5 in File No. 70-8429.

Please contact either William E. Johnson, Esq. (614-223-1624) or me with any
questions regarding this filing.

Very truly yours,

/s/ Thomas G. Berkemeyer

Thomas G. Berkemeyer
Assistant Secretary

                                                              File No. 70-8429



                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                       ---------------------------------

                        POST-EFFECTIVE AMENDMENT NO. 5
                                       TO
                                   FORM U-1
                      ----------------------------------

                           APPLICATION OR DECLARATION

                                    under the

                  PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

                                     * * *

                     AMERICAN ELECTRIC POWER COMPANY, INC.
                              AEP RESOURCES, 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
                    ---------------------------------------
                  (Names and addresses of agents for service)


      American  Electric  Power  Company,  Inc.  ("AEP"),  a registered  holding
company under the Public Utility  Holding Company Act of 1935, as amended ("1935
Act"), and its subsidiary, AEP Resources, Inc. ("Resources"), hereby amend their
Application-Declaration  on  Form  U-1 in  File  No.  70-8429  and  restate  the
Application-Declaration  in the following  respects.  In all other  respects the
Application-Declaration as previously filed and amended will remain the same.

      By order dated  December 22, 1994 (HCAR No.  26200)  ("1994  Order"),  the
Commission  authorized  AEP and  Resources  to issue and sell up to $300 million
("1994 Investment Limit") in debt and/or equity securities through June 30, 1997
and to invest the proceeds in "exempt wholesale generators" ("EWGs"), as defined
in section 32 of the 1935 Act, and in "foreign utility companies" ("FUCOs"),  as
defined in section 33 of the 1935 Act.  The 1994 Order also  authorized  AEP and
Resources to acquire the securities of one or more companies ("Project Parents")
that directly or indirectly, but exclusively, hold the securities of one or more
FUCOs or EWGs ("Power  Projects") (Power Parents and Power Projects are referred
to collectively as "Exempt Entities"). The 1994 Order also authorized (i) AEP to
guarantee the  indebtedness and other financial  commitments of Resources;  (ii)
AEP and Resources to guarantee the indebtedness and other financial  commitments
of one or more Project Parents or Power  Projects;  and (iii) Project Parents to
guarantee  the  indebtedness  and other  financial  commitments  of their  Power
Projects,  through  June  30,  1997,  in an  aggregate  amount  which,  with the
securities issued, would never exceed the 1994 Investment Limit.

      By  order  dated  May 10,  1996  (HCAR  No.  26516)  ("1996  Order"),  the
Commission  authorized  an  increase in the 1994  Investment  Limit to an amount
that, when added to the other direct or indirect investments in EWGs or FUCOs of
AEP, was equal to 50% of the consolidated retained earnings of AEP determined in
accordance  with Rule 53  ("1996  Investment  Limit").  The  Commission  further
authorized  in the 1996 Order an  extension  through  December  31,  2000 of the
authority  granted  in the 1994  Order:  (i) for AEP to issue  and sell debt and
equity  securities  and to guarantee  obligations;  (ii) for  Resources  and the
Project Parents to acquire the securities of new Project Parents;  and (iii) for
AEP, Resources and the Project Parents to guarantee securities. In addition, the
Commission  authorized  the  issuance  and  sale  by  AEP  of up  to 10  million
additional  shares of its common  stock par value $ 6.50 per  share,  which were
authorized  but unissued or were treasury  shares,  provided the gross  proceeds
from the sale of such stock would not exceed the 1996 Investment Limit.

      By  order  dated  January  24,  1997  (HCAR  No.  26653),  the  Commission
authorized  Central  and  South  West  Corporation  ("CSW")  to  issue  and sell
securities  in an amount up to 100% of its  consolidated  retained  earnings for
investment in EWGs or FUCOs.

      By order dated April 27, 1998 (HCAR No. 26864), the Commission  authorized
an increase in the 1996  Investment  Limit to an amount that,  when added to the
other direct or indirect  investments in EWGs or FUCOs of AEP, was equal to 100%
of the consolidated  retained earnings of AEP determined in accordance with Rule
53 ("1998 Investment Limit").

      By order dated June 14, 2000 (HCAR No. 27186), the Commission, among other
things  contemplated by the merger of a wholly owned  subsidiary of AEP with and
into CSW ("Merger"),  terminated the 1997 Order upon  consummation of the Merger
and  authorized  AEP to issue and sell  securities in an amount of up to 100% of
its  consolidated  retained  earnings  for  investment  in EWGs and FUCOs,  with
consolidated  retained  earnings to be  calculated  on the basis of the combined
consolidated  retained  earnings of AEP after giving effect to the Merger ("2000
Investment Limit").

      AEP  proposes  to  extend  from  December  31,  2000 to June 30,  2005 its
authority  to (i)  issue  short-term  indebtedness  and  issue  and sell  equity
securities;  (ii) guarantee the  indebtedness of Resources,  Project Parents and
Power  Projects;   and  (iii)  guarantee   financial   commitments   other  than
indebtedness of Resources,  Project  Parents and Power Projects,  solely for the
purpose of investing in and  guaranteeing  the operations of, either directly or
indirectly, Power Projects, provided that the total of the net proceeds used for
these investments and guarantees outstanding at any one time may not, when added
to AEP's aggregate  investment in all EWGs and FUCOs, exceed the 2000 Investment
Limit.

      Resources and Power  Projects  propose to extend from December 31, 2000 to
June  30,  2005  authority  to  guarantee  financial  commitments,   other  than
indebtedness,  of Exempt Entities  ("Non-Utility  Subsidiary  Guarantees") in an
aggregate principal amount not to exceed $3 billion outstanding at any one time,
exclusive of any  guarantees  and other forms of credit  support that are exempt
pursuant to Rule 45(b) and Rule  52(b),  provided,  however,  that the amount of
Non-Utility  Guarantees in respect of obligations of any Rule 58 subsidiaries of
AEP shall remain subject to the limitations of Rule 58(a)(1).

      Applicants do not seek an expansion of the 2000 Investment  Limit, only an
extension of the  authorized  period is  requested.  Applicants  submit that any
securities issued by entities other than AEP would be exempt under Rule 52.

      With respect to equity financing, AEP proposes to issue and sell up to ten
million  additional  shares  ("Shares") of its common stock, par value $6.50 per
share, which are authorized but unissued or held by AEP, provided that the gross
proceeds from such sale will not exceed the 2000 Investment  Limit. AEP proposes
to effect  the  issuance  and sale by  competitive  bidding,  negotiations  with
underwriters  or  agents,  or  agents at market  prices.  The fees and  expenses
associated  with the sale of the  Shares  shall not  exceed 5% of the  aggregate
price for that common stock.

      With  respect  to  short-term  indebtedness  issued  by AEP or  short-term
indebtedness  issued  by  Resources,  Project  Parents  or  Power  Projects  and
guaranteed by AEP,  Applicants  request  authorization that such indebtedness be
incurred through the issuance and sale of notes to banks and commercial paper to
dealers  in  commercial  paper in an  aggregate  amount  not to exceed  the 2000
Investment  Limit.  Borrowings  under the lines of credit would  generally  bear
interest at an annual rate not greater than the prime  commercial rate in effect
from time to time. The total annual cost of borrowings under all such bank lines
is estimated to be not greater than the effective  rate for  borrowings  bearing
interest at the prime commercial rate with compensating balances of up to 10% of
the line of credit.  The effective  annual  interest cost under any of the above
arrangements,  assuming full use of the line of credit,  will not exceed 125% of
the prime commercial rate in effect from time to time, or, for example, not more
than 10.625% on the basis of a prime commercial rate of 8.50%.

      Any such  short-term  indebtedness  resulting  from the sale of commercial
paper will be limited to sales  directly  to dealers in  commercial  paper.  The
commercial paper will be in the form of promissory notes in denominations of not
less than  $50,000,  and of varying  maturities,  with no maturity more than 366
days  after  the date of  issue.  Such  notes  will not be  prepayable  prior to
maturity and will be sold at a discount  rate not in excess of the discount rate
per annum  prevailing at the time of issuance for commercial paper of comparable
quality and maturity.

      With respect to long-term  debt issued by  Resources,  Project  Parents or
Power  Projects  and  guaranteed  by AEP, AEP  requests  authorization  to issue
guarantees in support of promissory notes  ("Long-term  Notes") in the aggregate
principal  amount of up to the 2000  Investment  Limit to one or more commercial
banks,  financial institutions or other institutions or other investors pursuant
to one or more loan  agreements.  The Long-term Notes would be for a term of not
less than nine months nor more than twenty years.

      The  Long-term  Notes  would  bear  interest  at  either a fixed  rate,  a
fluctuating rate or some  combination of fixed and fluctuating  rates. Any fixed
rate of  interest  of the  Long-term  Notes will not be  greater  than 350 basis
points above the yield at the time of issuance of the Long-term  Notes of United
States Treasury obligations  ("Applicable  Treasury Rate"). Any fluctuating rate
will not be greater than 200 basis  points above the rate of interest  announced
publicly  by a major  bank as its  base or prime  rate  ("Prime  Rate").  If the
indebtedness  is  denominated in the currency of a country other than the United
States, the fixed or floating rate, when adjusted for inflation in such country,
will not be greater than 700 basis points over the  applicable  Treasury Rate or
Prime Rate.

      Applicants  have  complied,  and  will  remain  in  compliance,  with  the
requirements of Rule 53(a)(2) concerning books, records and financial reports of
EWGs and  FUCOs;  Rule  53(a)(3),  concerning  the use of  employees  to provide
services of EWGs and FUCOs; and Rule 53(a)(4),  concerning delivery of copies of
filings to state regulators.1

      AEP will  continue  to file  certificates  under to Rule 24 within 60 days
after the end of each calendar quarter setting forth:

(1)         a computation in accordance with Rule 53(a) (as modified by the 1998
            Order) of its aggregate investment in EWGs and FUCOs;

(2)         a statement of such  aggregate  investment  as a  percentage  of the
            following   total   capitalization,   net   utility   plant,   total
            consolidated  assets,  and market value of common equity,  all as of
            the end of such quarter;

(3)         consolidated  capitalization  ratios as of the end of such  quarter,
            with   consolidated   debt  to  include  all  short-term   debt  and
            non-recourse   debt  of  EWGs  and  FUCOs  to  the  extent  normally
            consolidated under applicable financial reporting rules;

(4)   the market-to-book ratio of AEP's common stock at the end of such quarter;

(5)         an analysis of the growth in  consolidated  retained  earnings which
            segregates total earnings growth attributable to EWGs and FUCOs from
            that attributable to other subsidiaries of AEP; and

      (6)   a statement  of revenues and net income of each EWG and FUCO for the
            twelve months ended as of the end of such quarter.

                             Compliance with Rule 54

      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. All applicable
conditions  of Rule 53(a) are currently  satisfied  except for clause (1). As of
June 30, 2000, AEP,  through its  subsidiaries,  had an aggregate  investment in
EWGs and FUCOs of $1,920,829,000. This investment represents approximately 54.2%
of  $3,544,649,000,  the average of the  consolidated  retained  earnings of AEP
reported on Forms 10-Q and 10-K for the four consecutive quarters ended June 30,
2000.  However,  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. Although AEP's aggregate investment exceeds the 50%
'safe harbor'  limitation  contained in Rule 53, AEP's  aggregate  investment is
below the 100% limitation authorized under the 100% Order.
      As of  September  30,  1997,  the most recent  period for which  financial
statement  information  was  evaluated  in the 100%  Order,  AEP's  consolidated
capitalization consisted of 47.4% common and preferred equity and 52.6% debt. As
of June 30, 2000, AEP's  consolidated  capitalization  consisted of 36.2% common
and preferred  equity and 63.8% debt. The requested  authorization  will have no
impact on AEP's  consolidated  capitalization  ratios on a pro forma basis.  AEP
believes this ratio remains within acceptable ranges and limits.  Further, AEP's
interests  in EWGs and FUCOs have  contributed  positively  to its  consolidated
earnings.

      AEP will continue to maintain in conformity  with United States  generally
accepted accounting principles and make available the books and records required
by Rule 53(a)(2).  AEP does,  and will continue to, comply with the  requirement
that no more  than 2% of the  employees  of  AEP's  electric  utility  operating
subsidiaries shall, at any one time, directly or indirectly,  render services to
an EWG or FUCO in which AEP directly or indirectly owns an interest,  satisfying
Rule  53(a)(3).  And  lastly,  AEP will  continue to 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 electric utility  operating
subsidiaries,  satisfying Rule 53(a)(4). Rule 53(c) is inapplicable by its terms
because  the  proposals  contained  herein do not  involve the issue and sale of
securities  (including  any  guarantees)  to finance an acquisition of an EWG or
FUCO.

      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  ($3,544,649,000)
represented an increase of  approximately  $40,644,000  (or 1.2%) in the average
consolidated   retained  earnings  from  the  previous  four  quarterly  periods
($1,693,698,000); and (iii) for the fiscal year ended December 31, 1999, AEP did
not report operating losses attributable to AEP's direct or indirect investments
in EWGs and FUCOs.

      As noted,  AEP was  authorized  to  invest up to 100% of its  consolidated
retained  earnings in EWGs and FUCOs.  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,
nor would it have an adverse  impact on any of its  electric  utility  operating
subsidiaries  or their  customers,  or on the  ability of state  commissions  to
protect the electric utility operating subsidiaries or their customers.


                                    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.
                              AEP RESOURCES, INC.


                               By: /s/ A. A. Pena
                                   A. A. Pena
                                    Treasurer

Dated:  November 16, 2000



- --------
1 Rule 53(a)(2)  requires that a registered  holding company  maintain books and
records to identify  investments  in and earnings from EWGs and FUCOs,  and that
the books and  records  and  financial  statements  of EWGs and FUCOs be kept in
conformity with stated  standards and be made available to the Commission.  Rule
53(a)(3)  requires  that  no  more  than  2% of the  employees  of  the  utility
subsidiaries  of a registered  system provide  services to EWGs and FUCOs at any
one time. Rule 53(a)(4) requires that copies of filings with the Commission with
respect  to EWGs and  FUCOs be  submitted  to each  regulatory  commission  with
jurisdiction over the retail rates of an affected utility company.