SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.






                                  FORM U-6B-2






                          CERTIFICATE OF NOTIFICATION




            Filed by a registered holding company or subsidiary thereof pursuant
to Rule 52 adopted under the Public Utility Holding Company Act of 1935.






      Certificate is filed by International Marine Terminals Partnership






            This Certificate is notice that the above-named company has issued,
renewed or guaranteed the security or securities described herein, which issue,
renewal or guaranty was exempted from the provisions of Section 6(a) of the Act
by the provisions of Section 6(b) of the Act and was neither the subject of a
Declaration or Application on Form U-1, nor included within the exemption
provided by Rule U-48.

1.    Type of security or securities:

            In connection with the remarketing and sale by the Plaquemines Port,
            Harbor and Terminal District (Louisiana) (the "Issuer") of
            $40,000,000 Adjustable Rate Annual Tender, Port Facilities Revenue
            Refunding Bonds (International Marine Terminals Partnership) Series
            1984 A and B (the "Bonds"), International Marine Terminals
            Partnership (the "Company") is required to make payments to the
            Issuer sufficient to pay, when due, the principal of, premium, if
            any, and interest on the Bonds under the terms of a Refunding
            Agreement, dated as of March 15, 1984, between the Issuer and the
            Company, as supplemented by the First Amendment and Supplement to
            Refunding Agreement, dated as of March 19, 2002.

2.    Issue, renewal or guaranty:

            Guaranty

3.    Principal amount of each security:

            $40,000,000

4.    Rate of interest per annum of each security:

            2%

5.    Date of issue, renewal or guaranty of each security:

            March 19, 2002

6.    If renewal of security, give date of original issue:

            Not Applicable.

7.    Date of maturity of each security:

            March 15, 2006

8.    Name of persons to whom each security was issued, renewed or guaranteed:

            CEDE & Co., a nominee of The Depository Trust Company

9.    Collateral given with each security:

            KBC Bank N.V. (the "Bank") issued two letters of credit to Bank One
            Trust Company, N.A., as Trustee for the bondholders, pursuant to
            which the Trustee may make drawings to pay the principal of and up
            to seven months' interest on the Bonds. Pursuant to the terms of an
            Amended and Restated Reimbursement Agreement, dated as of March 19,
            2002, between the Company and the Bank (the "Reimbursement
            Agreement"), the Company has agreed to reimburse the Bank for any
            payments made under the letters of credit. American Electric Power
            Company, Inc. ("AEP") executed a Guaranty Agreement, dated as of
            March 19, 2002, in favor of the Bank pursuant to which AEP
            guaranteed the Company's obligations under the Reimbursement
            Agreement up to an aggregate amount of $15,166,666.67.

10.   Consideration received for each security:

            Consideration received in amount of $40,000,000

11.   Application of proceeds of each security:

            The net proceeds from the sale of the securities were used to
            repurchase and remarket the Bonds.

12.   Indicate by a check after the applicable statement below whether the
      issue, renewal or guaranty of each security was exempt from the provision
      of Section 6(a) because of:

      (a)   the provisions contained in the first sentence of Section 6(b).

      (b)   the provisions contained in the fourth sentence of Section 6(b).

      (c)   the provisions contained in any rule of the Commission
            other than Rule U-48.  X

13.   If the security or securities were exempt from the provisions of Section
      6(a) by virtue of the first sentence of Section 6(b), give the figures
      which indicate that the security or securities aggregate (together with
      all other then outstanding notes and drafts of a maturity of nine months
      or less, exclusive of days of grace, as to which such company is primarily
      or secondarily liable) not more than 5 per centum of the principal amount
      and par value of the other securities of such company then outstanding.

            Not applicable

14.   If the security or securities are exempt from the provisions of Section
      6(a) because of the fourth sentence of Section 6(b), name the security
      outstanding on January 1, 1935, pursuant to the term of which the security
      or securities herein described have been issued.

            Not applicable

15.   If the security or securities are exempt from the provisions of Section
      6(a) because of any rule of the Commission other than Rule U-48, designate
      the rule under which exemption is claimed.

            Rule 52 relating to exemption of the issuance and sale of certain
securities.


                   INTERNATIONAL MARINE TERMINALS PARTNERSHIP


                        /s/ Gene M. Taft
                        Gene M. Taft
                        Authorized Partnership Representative


Dated:      March 22, 2002