File No. 70-9353
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                       ----------------------------------

                         POST-EFFECTIVE AMENDMENT NO. 4
                                       TO
                                    FORM U-1
                       ----------------------------------


                           APPLICATION OR DECLARATION

                                    under the

                   PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

                                      * * *

                      AMERICAN ELECTRIC POWER COMPANY, INC.
                               AEP RESOURCES, INC.
                            AEP ENERGY SERVICES, 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)

                 A. A. Pena, Senior Vice President and 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.  ("AEP"),  a holding  company
registered  under the Public  Utility  Holding  Company Act of 1935,  as amended
("1935  Act"),  AEP Energy  Services,  Inc.  ("AEPES") and AEP  Resources,  Inc.
("Resources"),  wholly-owned  non-utility  subsidiaries of AEP, hereby amend the
Form U-1  Application-Declaration  in File No. 70-9353 by amending and restating
Item 3. Applicable Statutory Provisions as follows:

ITEM 3.  APPLICABLE STATUTORY PROVISIONS

         Sections  6, 7, 9, 10 and 12 and  Rule 45  under  the  1935  Act may be
applicable with respect to the proposed activities.

         To the extent that the  proposed  transactions  are  considered  by the
Commission to require authorization,  approval or exemption under any section of
the  1935  Act or  provision  of the  rules  or  regulations  other  than  those
specifically  referred to herein,  request for such  authorization,  approval or
exemption is hereby made.


                             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.



                Exhibit F, 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 statement to be signed
on their behalf by the undersigned thereunto duly authorized.

                                           AMERICAN ELECTRIC POWER COMPANY, INC.
                                           AEP ENERGY SERVICES, INC.
                                           AEP RESOURCES, INC.



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

Dated:  December 20, 2000



                                                                       EXHIBIT F

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

December 20, 2000

Re:      American Electric Power Company, Inc. ("AEP")
         AEP Energy Services, Inc. ("AEPES")
         AEP Resources, Inc. ("Resources")
         SEC File No. 70-9353

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, AEPES 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/  William E. Johnson

William E. Johnson
     Counsel for
American Electric Power Company, Inc.
AEP Energy Services, Inc.
AEP Resources, Inc.