File No. 70-8307


                 SECURITIES AND EXCHANGE COMMISSION

                       Washington, D. C. 20549
                 ----------------------------------

                   POST-EFFECTIVE AMENDMENT NO. 17
                                 TO
                              FORM U-1
                 ----------------------------------

                     APPLICATION OR DECLARATION

                              under the

             PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

                                * * *

                AMERICAN ELECTRIC POWER COMPANY, INC.
               1 Riverside Plaza, Columbus, Ohio 43215

                         AEP PRO SERV, INC.
               1 Riverside Plaza, Columbus, Ohio 43215
               ---------------------------------------
              (Name of 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)

                                * * *

                        A. A. Pena, Treasurer
             AMERICAN ELECTRIC POWER SERVICE CORPORATION
               1 Riverside Plaza, Columbus, Ohio 43215

                   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., a registered  holding  company
("AEP"),  and its wholly owned  subsidiary,  AEP Pro Serv, Inc., whose name was
changed  from AEP  Resources  Service  Company  on March 7, 2000  ("Pro  Serv")
(jointly,  the "Applicants"),  hereby amend their Application or Declaration on
Form U-1 in File No. 70-8307.
      1.   By adding the  following  to the end of subpart  (1) Power  Project
Services to Part B.  Restatement  and  Amendment  of  Authority  under ITEM 1.
DESCRIPTION OF PROPOSED TRANSACTION:
      "By Orders dated March 7, 1997 (HCAR No.  26682),  April 5, 1995 (HCAR No.
26267) and April 12, 1982 (HCAR No. 22468), Pro Serv was authorized, among other
things,  (1) to sell  management,  technical and training  expertise and certain
technical and  procedural  resources  ('Consulting  Services') to  nonaffiliated
entities; (2) to provide project development,  engineering, design, construction
and construction  management,  operating fuel management,  maintenance and power
plant  overhaul and other  similar kinds of  managerial  and technical  services
('Power Project Services'); (3) to provide Consulting Services and Power Project
Services  in  foreign  jurisdictions;  (4)  to  provide  energy  management  and
demand-side  management  services in the United States  (collectively with Power
Project Services and Consulting  Services,  'Authorized  Services');  and (5) to
form one or more partly or wholly-owned  subsidiaries  ('New  Subsidiaries')  to
provide  one or more of the  Authorized  Services.  Pro Serv was  authorized  to
provide Power  Project  Services to both  affiliated  and  nonaffiliated  exempt
wholesale generators ('EWGs'),  foreign utility companies ('FUCOs'),  qualifying
cogeneration  facilities and small power production facilities ('QFs') and other
projects  relating to the generation,  transmission and distribution of electric
power (collectively,  'Power Projects'). The April 1995 Order also authorized an
exemption  under  section  13(b)  from  the  requirements  of Rules 90 and 91 as
applicable to transactions under certain circumstances.1
      Pro Serv now requests,  to the extent not exempt or otherwise  authorized,
an exemption under Section 13(b) of the 1935 Act from the at-cost requirement of
Rules  90 and 91 for  Authorized  Services  rendered  by  Pro  Serv  or any  New
Subsidiary  to any  subsidiary  partially  owned by AEP that is (i) an associate
Power Project; (ii) an energy-related  company ('ERC') as defined under Rule 58;
or  (iii)  a New  Subsidiary,  provided  that  the  ultimate  purchaser  of  the
Authorized  Services is not an associate 'public utility company' (as defined in
the 1935 Act) or a subsidiary of American  whose  activities  and operations are
primarily  related to the  provision  of services or goods to  associate  public
utility companies.  In addition,  Applicants request that the exemption apply to
Authorized Services provided by Pro Serv or any New Subsidiary to any subsidiary
of AEP (i)  that is  engaged  solely  in the  business  of  developing,  owning,
operating  and/or providing  Authorized  Services to those exempt Power Projects
enumerated in (a) through (d) in the preceding paragraph,  or (ii) that does not
derive,  directly or  indirectly,  any material  part of its income from sources
within the United States and is not a public utility  company  operating  within
the United States.  The authority  requested  herein is similar to the authority
granted by the  Commission  in Entergy  Corporation,  HCAR No.  27039  (June 22,
1999).
     2.    By amending and restating the  paragraph  added at the end of Part D.
Investments  in AEPES [now Pro Serv],  Financing and  Guaranties  under ITEM 1.
DESCRIPTION  OF PROPOSED  TRANSACTION  by  Post-Effective  Amendment  No. 14 as
follows:
      "By orders  dated April 5, 1995,  December  28, 1995 and December 16, 1998
(HCAR Nos. 26267,  26442 and 26952,  respectively) (the 'Orders') the Commission
authorized  AEP, among other things,  to: (1) guarantee the debt of Pro Serv and
its  subsidiaries  in an amount not to exceed $51 million  through  December 31,
2001;  and (2) issue  guarantees  and  assumptions of liability on behalf of Pro
Serv and its  subsidiaries to third parties in an aggregate amount not to exceed
$200  million   through   December  31,  2001   (collectively,   the  'Guarantee
Authority').  AEP now requests  authority to (i)  guarantee  debt of Pro Serv to
third parties in an amount not to exceed $400 million  through June 30, 2004 and
(ii) issue  guarantees  and  assumptions  of  liability on behalf of Pro Serv to
third  parties in an amount not to exceed $400  million  through  June 30, 2004.
Guarantees  may take the form of an  agreement  by AEP to  guarantee,  undertake
reimbursement obligations,  assume liabilities or other obligations with respect
to,  or  act as  surety  on,  bonds,  letters  of  credit,  equity  commitments,
performance  and other  obligations.  To date, Pro Serv has not defaulted on any
obligation  and,  thus, no  counterparty  has sought to enforce an AEP guarantee
resulting  from a default  of Pro Serv.  Applicants  are  investigating  several
opportunities to, among other things, design, engineer and procure equipment and
materials to construct  generating  stations and other projects  relating to the
generation,  transmission  and  distribution of electric power.  All other terms
relating to AEP's  authority to guarantee Pro Serv's debt and its  subsidiaries'
debt and other obligations,  as set forth in the Orders, remain unchanged. AEP's
authority  to  invest in Pro Serv and Pro  Serv's  authority  to incur  debt are
currently  permitted under Rules 45 and 52 under the 1935 Act and therefore does
not need to be extended."
      3.   By amending  and  restating  Part E.  Compliance  with Rule 54 under
ITEM 1. DESCRIPTION OF PROPOSED TRANSACTION:
           "E.  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%.  On a pro forma  basis,  if the $400  million  of debt was  issued,  AEP's
consolidated  capitalization  for the  period  ended  September  30,  2000 would
consist  of 64.5% debt and 35.5%  common and  preferred  equity,  consisting  of
330,993,401 shares of common stock representing 34.8% 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."
      4.   By amending and restating Item 2.  FEES, COMMISSIONS AND EXPENSES:
      "No  fees,  commission  or  expenses  have  been  paid or will be paid or
incurred in  connection  with the  proposed  transactions,  other than  expenses
billed at cost by American Electric Power Service Corporation,  estimated not to
exceed $5,000."
      5.   By amending and restating Item 3.  APPLICABLE STATUTORY PROVISIONS:
      "AEP  considers  that Sections  6(a), 7, 12(b),  13(b),  32 and 33 of the
1935 Act and Rules 45, 54, 90 and 91 thereunder  are  applicable to the proposed
transactions."
      6.   By amending and restating Item 4.  REGULATORY APPROVAL:
      "No commission,  other than this Commission, has jurisdiction over any of
the proposed transactions described in this application-declaration."
      7.    Exhibit F-2, Opinion of Counsel, is filed herewith.

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


                     By   /s/ John F. Di Lorenzo, Jr.
                                Secretary


Dated:     December 15, 2000


                                                                    Exhibit F-2





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

December 15, 2000

Re:   American Electric Power Company, Inc. ("AEP")
      AEP Resources, Inc. ("Resources")
      SEC File No. 70-8307

Gentlemen:

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

I am of the opinion that the Companies are  corporations  validly  organized and
duly existing under the laws of the states in which they were 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:

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

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

Very truly yours,

/s/ Thomas G. Berkemeyer

Thomas G. Berkemeyer
        Counsel for
American Electric Power Company, Inc.
AEP Resources, Inc.




1 The exemption  applies to a transaction  when a Power Project  entity is (a) a
FUCO,  or an EWG which  derives no part of its income,  directly or  indirectly,
from the  generation,  transmission  or distribution of electric energy for sale
within the United States;  or (b) an EWG which sells electricity at market-based
rates  which have been  approved  by the Federal  Energy  Regulatory  Commission
('FERC') or the appropriate state public utility  commission,  provided that the
purchaser of such electricity is not an associate company of Pro Serv within the
AEP  System;  or (c) a QF  that  sells  electricity  exclusively  (i)  at  rates
negotiated at  arms-length  to one or more  industrial  or commercial  customers
purchasing such electricity for their own use and not for resale, and/or (ii) to
an electric utility company, other than any associate company of Pro Serv within
the AEP System,  at the  purchaser's  'avoided cost' as determined in accordance
with the regulations under the Public Utility  Regulatory  Policies Act of 1978;
or (d) an EWG or QF that  sells  electricity  at  rates  based  upon its cost of
service,  as  approved by FERC or any state  public  utility  commission  having
jurisdiction,  provided  that  the  purchaser  of  such  electricity  is  not an
associate company of Pro Serv within the AEP System.