File No. 70-8429



                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

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

                        POST-EFFECTIVE AMENDMENT NO. 6
                                      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 by restating  the text
appearing after the caption,  'Compliance with Rule 54' as follows. In all other
respects the Application-Declaration as previously filed and amended will remain
the same.

                            "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
September 30, 2000, AEP, through its subsidiaries,  had an aggregate  investment
in EWGs and FUCOs of $1,865,869,000.  This investment  represents  approximately
53.2% of  $3,509,500,000,  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,  2000.  AEP  consummated  the merger with  Central and South West
Corporation  ('CSW') on June 15,  2000  pursuant to an order dated June 14, 2000
(HCAR  No.  27186),  which  further  authorized  AEP to invest up to 100% of its
consolidated  retained  earnings,  with  consolidated  retained  earnings  to be
calculated on the basis of the combined  consolidated  retained  earnings of AEP
and CSW (the '100% Order').  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  December  31,  1999,  the most  recent  period for which  financial
statement  information  was  evaluated  in the 100%  Order,  AEP's  consolidated
capitalization  (including  CSW on a pro forma basis)  consisted of 37.3% common
and  preferred   equity  and  62.7%  debt.  As  of  September  30,  2000,  AEP's
consolidated  capitalization  consisted  of 63.9%  debt  and  36.1%  common  and
preferred equity,  consisting of 330,993,401 shares of common stock representing
35.4% and $161 million  principal  amount of preferred  securities  representing
0.7%.  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 since the date of the 100% Order.
      As of December  31,  1999,  Standard & Poor's  rating of secured  debt for
AEP's Operating Subsidiaries was as follows: APCo, A; CSP, A-; I&M, A-; KPCo, A;
and OPCo, A-. As of December 31, 1999,  Standard & Poor's rating of secured debt
for CSW's Operating Subsidiaries was as follows: Central Power and Light Company
('CPL')  A;  Public  Service  Company of  Oklahoma  ('PSO'),  AA-;  Southwestern
Electric  Power  Company  ('SWEPCo'),  AA-;  and West  Texas  Utilities  Company
('WTU'), A.

      As of  September  30, 2000,  Standard & Poor's  rating of secured debt for
AEP's Operating Subsidiaries was as follows: APCo, A; CSP, A-; I&M, A-; KPCo, A-
and OPCo, A-. As of September 30, 2000, Standard & Poor's rating of secured debt
for CSW's Operating Subsidiaries was as follows: CPL, A-; PSO, A; SWEPCo, A; and
WTU, A-.

      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  ($3,509,500,000)
represented a decrease of  approximately  $9,490,000  (or 0.003%) in the average
consolidated   retained  earnings  from  the  previous  four  quarterly  periods
($3,518,990,000); 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 and  preceding  Orders,  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/ John F. Di Lorenzo, Jr.
                                    John F. Di Lorenzo, Jr.
                                    Secretary

Dated:  December 14, 2000