File No. 70-7022



               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

               __________________________________


                 Post-Effective Amendment No. 12

                               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 GENERATING COMPANY 
            1 Riverside Plaza, Columbus, Ohio  43215
          (Names 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)

                               ***

             G. P. Maloney, Executive Vice President
           American Electric Power Service Corporation
            1 Riverside Plaza, Columbus, Ohio  43215

           Jeffrey D. Cross, Assistant General Counsel
           American Electric Power Service Corporation
            1 Riverside Plaza, Columbus, Ohio  43215 
           (Names and addresses of agents for service)





     The undersigned American Electric Power Company, Inc. ("AEP")
and AEP Generating Company ("AEGCo"), hereby amend as follows the
Application or Declaration on Form U-1 in File No. 70-7022, as
heretofore amended:
     1.   By adding the following additional paragraphs to the end
of Item 1 of said Form U-1:
          "By prior Commission Order, AEGCo acquired one-half
     undivided interest in the Rockport Generating Station
     ('Plant') along with Indiana & Michigan Electric Company, now
     Indiana Michigan Power Company ('I&M'), also a subsidiary of
     AEP, including responsibility for 50% of the costs associated
     with acquiring certain air and water pollution control devices
     ('Project') (HCAR No. 23399, August 17, 1984).  By subsequent
     Order, AEGCo was authorized to enter into an Agreement of Sale
     ('Agreement') with the City of Rockport, Indiana ('City')
     providing for the construction and installation of the Project
     by the City, and the issuance by the City of pollution control
     revenue bonds ('Series 1984 A Bonds') to finance AEGCo's share
     of the Project (HCAR No. 23445, October 4, 1984).  The Series
     1984 A Bonds were issued in a principal amount of
     $150,000,000.
          By Order dated September 6, 1985 (HCAR No. 23821), the
     Commission authorized AEGCo to enter into a First Amendment to
     Agreement of Sale ('1985 Agreement') with the City providing
     for the issuance and sale of three additional series of
     pollution control bonds ('Series 1985 Bonds'), each in the
     principal amount of $55,000,000 with a maturity of September
     1, 2014.  The proceeds of the Series 1985 Bonds were used to
     cover a portion of the cost of construction of the Project and
     to refund the outstanding short-term Series 1984 A Bonds in
     the principal amount of $150,000,000.
          The Series 1985 Bonds consisted of: (i) a series of
     Variable Rate Bonds which has already been redeemed; (ii) the
     Adjustable Rate Tender Pollution Control Revenue Refunding
     Bonds with an interest rate which adjusts every five years
     based upon an index ('Adjustable Rate Bonds'); and (iii) a
     series of Fixed Rate Bonds ('Fixed Rate Bonds') bearing
     interest at 9-3/8% per annum, which is subject to optional
     redemption on or after September 1, 1995.
          By Order dated October 6, 1994 (HCAR No. 26137), the
     Commission authorized AEGCo to enter into an agreement with
     the City whereby the City would issue and sell an additional
     series of Fixed Rate Pollution Control Revenue Refunding Bonds
     in the aggregate principal amount of up to $55,000,000, the
     proceeds of which would have been used to provide for the
     early redemption of the Fixed Rate Bonds.
          AEGCo's management now believes that it may be more
     advantageous for AEGCo to refund the Fixed Rate Bonds with a
     series of adjustable bonds.  Management also believes that the
     outstanding Adjustable Rate Bonds do not offer AEGCo
     sufficient flexibility because the interest rate for that
     series, by its terms, adjusts every five years.  AEGCo would
     like the flexibility to redeem the Fixed Rate Bonds and the
     outstanding Adjustable Rate Bonds on a short-term basis as its
     cash flow would permit.  In addition, AEGCo can take advantage
     of better interest rates if it is not locked into pricing the
     Adjustable Rate Bonds on the basis of a five-year rate. 
     Therefore, it is proposed that the City issue and sell one or
     more additional series of Pollution Control Revenue Refunding
     Bonds in the aggregate principal amount of up to $110,000,000
     ('Refunding Bonds' or 'Bonds') with an interest rate
     adjustment (as determined by AEGCo).  AEGCo could convert the
     interest rate on the Bonds between the various modes from
     changing daily to fixed for a term up to maturity.  The
     proceeds of such Bonds will be used to redeem (i) the Fixed
     Rate Bonds and (ii) the Adjustable Rate Bonds.
          In connection with the issuance of the Refunding Bonds,
     AEGCo may enter into one or more interest rate hedging
     arrangements (including an interest rate swap, cap, collar, or
     similar agreement collectively the 'Hedging Facility') with a
     bank or other financial institution (the 'Counterparty').  The
     Hedging Facility will be an interest rate conversion agreement
     designed to allow AEGCo to actively manage and limit its
     exposure to variable interest rates or to lower its overall
     borrowing cost on any fixed rate Refunding Bond.  The Hedging
     Facility will set forth the specific terms upon which AEGCo
     will agree to pay the Counterparty payments and/or fees for
     limiting its exposure to interest rates or lowering its fixed
     rate borrowing cost, and the other terms and conditions of any
     rights or obligations thereunder.
          The terms of each Hedging Facility would be negotiated by
     AEGCo with the respective Counterparty and would be the most
     favorable terms that can be negotiated by AEGCo.
          The Refunding Bonds will be issued pursuant to the
     Indenture of Trust dated as of October 1, 1984 between the
     City and Lincoln National Bank & Trust Company (now Norwest
     Bank Fort Wayne, N.A.), as Trustee (the 'Indenture'), as
     supplemented by a Fifth Supplemental Indenture of Trust
     between the City and the Trustee, the form of which is filed
     as Exhibit B-4-6 hereto ('Supplemental Indenture') and the
     Second Amendment to Agreement of Sale, the form of which is
     filed as Exhibit B-1-5 hereto.  Pursuant to the Indenture and
     the Fifth Supplemental Indenture, the proceeds of the sale of
     the Refunding Bonds will be deposited with the Trustee and
     applied by the Trustee, together with other funds supplied by
     AEGCo, to the redemption of (i) the Fixed Rate Bonds at a
     price of 102% of the principal amount thereof and (ii) the
     Adjustable Rate Bonds at a price equal to the principal amount
     thereof.
          While AEGCo will not be a party to the underwriting
     arrangements for the Refunding Bonds, the Agreement provides
     that the Refunding Bonds shall have such terms as shall be
     specified by AEGCo.  AEGCo understands that interest on the
     Refunding Bonds will be exempt from Federal income taxation
     under the provisions of Section 103 of the Internal Revenue
     Code of 1986, as amended (except for interest on any Refunding
     Bond during a period in which it is held by a person who is a
     substantial user of the Project or a related person).
          It is expected that the Refunding Bonds will mature at a
     date or dates not more than 40 years from the date of their
     issuance.  The Refunding Bonds may be subject to mandatory or
     optional redemption under circumstances and terms specified at
     the time of pricing or change in interest rate.  In addition,
     the Refunding Bonds may not, if it is deemed advisable, be
     redeemable at the option of the City in whole or in part at
     any time for a period to be determined at the time of pricing
     or change in interest rate of the Refunding Bonds.  No
     Refunding Bond may bear interest at an initial interest rate
     higher than 9%.
          It is not possible to predict precisely the interest rate
     which may be obtained in connection with the original issuance
     of the Refunding Bonds.  However, AEGCo has been advised that,
     depending on maturity and other factors, the annual interest
     rate on obligations, interest on which is so excludable from
     gross income, historically has been, and can be expected at
     the time of issuance of the Refunding Bonds to be, 1-1/2% to
     2-1/2% or more lower than the rates of obligations of like
     terms and comparable quality, interest on which is fully
     subject to Federal income tax.  In any event, no series of
     Refunding Bonds will be issued at rates in excess of those
     generally obtained at the time of pricing for sales of
     substantially similar tax-exempt bonds (having the same
     maturity, issued by entities of comparable credit quality and
     having similar terms, conditions and features).
          In connection with an adjustment in the interest rate,
     the Refunding Bonds may be tendered, or may be deemed to be
     tendered, to the Trustee, by the owners thereof.  AEGCo
     intends to remarket any Refunding Bonds so tendered through a
     remarketing agent, and may have a Liquidity Provider back up
     AEGCo's obligations.  The Refunding Bonds will be subject to
     redemption at the direction of AEGCo under certain
     circumstances.
          If it is deemed advisable, AEGCo may provide some form of
     credit enhancement for the Refunding Bonds, such as a guaranty
     by AEP, a letter of credit, surety bond or bond insurance, and
     AEGCo may pay a fee in connection therewith.  In addition,
     AEGCo may provide for a Liquidity Provider for interest
     payments, remarketing, redemption or maturity of the Refunding
     Bonds.  Any letter of credit would not exceed $130,000,000. 
     The type of credit enhancement may change while the Refunding
     Bonds are outstanding.  Unreimbursed drawings under the letter
     of credit would bear interest at not more than 2% above the
     bank's prime rate.  AEGCo may pay an annual or upfront fee for
     the credit enhancement which would not exceed 1.25% annually
     of the face amount.
          If it is deemed advisable for AEP to issue a guaranty,
     payment of the principal of, premium, if any, and interest on
     the Refunding Bonds would be absolutely and unconditionally
     guaranteed by AEP pursuant to a Guaranty Agreement to be
     executed and delivered to the Trustee and the City.  The form
     of Guaranty Agreement is attached hereto as Exhibit B-5-7. 
     AEP would unconditionally guarantee the obligations of AEGCo
     under said Agreement pursuant to a guaranty agreement, the
     form of which is annexed to said agreement.
          The Refunding Bonds could be payable from funds drawn
     under an irrevocable letter of credit, bond insurance policy,
     Standby Bond Purchase Agreement ('SBPA') or other comparable
     obligation of a third party.  In connection with such credit
     enhancement, AEGCo may enter into a reimbursement agreement,
     SBPA or other comparable agreement substantially in the form
     attached hereto as Exhibit B-12.
          AEGCo will not agree, without further order of this
     Commission, to the issuance of any Refunding Bond by the City
     (i) if the stated maturity of any such Bond shall be more than
     forty (40) years, (ii) if the discount from the initial public
     offering price of any such Bond shall exceed 5% of the
     principal amount thereof, or (iii) if the initial public
     offering price shall be less than 95% of the principal amount
     thereof.  AEGCo will not enter into the proposed refunding
     transaction unless the estimated present value savings derived
     from the net difference between interest payments on a new
     issue of comparable securities and on the securities to be
     refunded is, on an after tax basis, greater than the present
     value of all redemption and issuing costs, assuming an
     appropriate discount rate.  The discount rate used shall be
     the estimated after-tax interest rate on the Refunding Bonds
     to be issued.
          The transactions described herein will be consummated no
     later than December 31, 1996.  AEGCo hereby requests that an
     Order be issued by this Commission (i) releasing jurisdiction
     with respect to the purchase price of the Project as it is
     affected by the sale of the Refunding Bonds and (ii) reserving
     jurisdiction with respect to the purchase price of the Project
     as it is affected by the sale of further series of Revenue
     Bonds (HCAR No. 23445, October 4, 1984 and HCAR No. 23449,
     October 10, 1984)."

     2.   By adding the following paragraph to the end of Item 2 of
said U-1:
          "Estimates of the fees, commissions and expenses to be
     paid or incurred directly or indirectly by AEGCo in connection
     with the preparation for and the issuance of Refunding Bonds
     will be filed by a further post-effective amendment to this
     Application or Declaration."

     3.   By adding the following paragraph to the end of Item 4 of
said Form U-1:
          "The proposed issuance of the Refunding Bonds has been
     authorized by the Indiana Utility Regulatory Commission."

     4.   By adding the following paragraph at the end of Item 5 of
said Form U-1:
          "AEGCo requests that the Commission's order herein with
     respect to the Refunding Bonds be issued on or before April
     17, 1995 that there be no thirty-day waiting period between
     the issuance of the Commission's order and the date on which
     it is to become effective."

     5.   By supplying the following exhibits:

          B-1-5     Form of Second Amendment to Agreement of Sale
                    (to be filed by amendment)

          B-4-6     Form of Fifth Supplemental Indenture between
                    the City and the Trustee (to be filed by
                    amendment)

          B-5-7     Form of Guaranty Agreement (to be filed by
                    amendment)

          B-12      Form of reimbursement agreement (to be filed
                    by amendment)

          H-2       Form of Notice


     6.   By supplying the following Financial Statements:

     Balance sheets as of December 31, 1994 and Statements of
Income and Retained Earnings, per books and pro forma, for the 12
months ended December 31, 1994, of AEGCo and of American Electric
Power Company, Inc. and its subsidiaries consolidated, together
with journal entries reflecting the proposed transactions (to be
filed by amendment).


     7.   By adding the following paragraph at the end of Item 7 of
said Form U-1:
          "It is believed that the granting and permitting to
     become effective of this post-effective amendment, as it
     relates to the Refunding Bonds, will not constitute a major
     Federal action significantly affecting the quality of the
     human environment.  No other Federal agency has prepared or is
     preparing an environmental impact statement with respect to
     the proposed transaction."

                            SIGNATURE


     Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned companies have duly caused
this Post-Effective Amendment No. 12 to be signed on their behalf
by the undersigned thereunto duly authorized.
                              AMERICAN ELECTRIC POWER COMPANY, INC.
                              AEP GENERATING COMPANY



                              By      /s/ G. P. Maloney     
                                   Vice President


Dated:  March  22 , 1995

7022pe12.aeg




                                                      Exhibit H-2


                    UNITED STATES OF AMERICA
                           before the
               SECURITIES AND EXCHANGE COMMISSION


PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Release No.        /         , 1995



________________________________________
                                        :
            In the Matter of            :
                                        :
  AMERICAN ELECTRIC POWER COMPANY, INC. :
         AEP GENERATING COMPANY         :
            1 Riverside Plaza           :
          Columbus, Ohio  43215         :
                                        :
                (70-7022)               :
________________________________________:

NOTICE OF PROPOSED ISSUANCE OF REFUNDING BONDS BY CITY OF ROCKPORT,
INDIANA IN CONNECTION WITH POLLUTION CONTROL FINANCING

NOTICE IS HEREBY GIVEN that AEP Generating Company ("AEGCo"),
Columbus, Ohio, and its parent American Electric Power Company,
Inc. ("AEP"), a registered holding company, have filed with this
Commission a post-effective amendment to an Application or
Declaration previously filed and amended pursuant to the Public
Utility Holding Company Act of 1935 (the "Act"), designating
Sections 9(a), 10 and 12(b) and (d) of the Act and Rule 44(b)
promulgated thereunder as applicable to the proposed transaction. 
All interested persons are referred to the Application or Declara-
tion, as amended by said post-effective amendments, which is
summarized below, for a complete statement of the proposed
transaction.

By prior Commission Order, AEGCo acquired one-half undivided
interest in the Rockport Generating Station ("Plant") along with
Indiana & Michigan Electric Company, now Indiana Michigan Power
Company ("I&M"), also a subsidiary of AEP, including responsibility
for 50% of the costs associated with acquiring certain air and
water pollution control devices ("Project") (HCAR No. 23399, August
17, 1984).  By subsequent Order, AEGCo was authorized to enter into
an Agreement of Sale ("Agreement") with the City of Rockport,
Indiana ("City") providing for the construction and installation of
the Project by the City, and the issuance by the City of pollution
control revenue bonds ("Series 1984 A Bonds") to finance AEGCo's
share of the Project (HCAR No. 23420, October 4, 1984).  The Series
1984 A Bonds were issued in a principal amount of $150,000,000.

By Order dated September 6, 1985 (HCAR No. 23821), the Commission
authorized AEGCo to enter into a First Amendment to Agreement of
Sale (the "1985 Agreement") with the City providing for the
issuance and sale of three additional series of pollution control
bonds ("Series 1985 Bonds"), each in the principal amount of
$55,000,000, with a maturity of September 1, 2014.  One series of
Variable Rate Bonds bears interest at a variable rate, based upon
an index and not to exceed 12% per annum, determined weekly and
payable monthly.  A second series of Adjustable Bonds bears
interest payable semi-annually at a rate which will be adjusted
every five years based upon an index (the "Adjustable Rate Bonds"). 
A third series of Fixed Rate Bonds (the "Fixed Rate Bonds") bears
interest at 9-3/8% per annum, payable semi-annually, and is subject
to optional redemption following an initial period not to exceed
ten years.  The proceeds of the Series 1985 Bonds were used to
cover a portion of the cost of construction of the Project and to
refund the outstanding short-term Series 1984 A Bonds in the
principal amount of $150,000,000.

By post-effective amendment it is stated that the City now proposes
to issue and sell one or more series of refunding bonds (the
"Refunding Bonds") in the aggregate principal amount of
$110,000,000, the net proceeds from the sale of which will be used
to provide for the principal payment required for the refunding
prior to their stated maturity of $55,000,000 principal amount of
the Fixed Rate Bonds and $55,000,000 principal amount of the
Adjustable Rate Bonds.  The Refunding Bonds will be issued under
and secured by the Indenture of Trust dated as of October 1, 1984
between the City and Lincoln National Bank & Trust Company (now
Norwest Bank Fort Wayne, N.A.), as Trustee ("Indenture") and a
fifth supplemental indenture and will mature at a date or dates not
more than forty years from the date of issuance.  AEGCo may provide
credit enhancement for the Refunding Bonds in the form of a
guaranty by AEP, a letter of credit, surety bond or bond insurance
and pay any related fees.

The fees and expenses to be incurred in connection with the pro-
posed transaction will be supplied by further amendment.  It is
stated that the Indiana Utility Regulatory Commission has
authorized the transaction and that no other state commission and
no federal commission, other than this Commission, has jurisdiction
thereover.

The Application or Declaration and any amendments thereto are
available for public inspection through the Commission's Office of
Public Reference.  Interested persons wishing to comment or request
a hearing should submit their views in writing by April __, 1995 to
the Secretary, Securities and Exchange Commission, Washington, D.C.
20549, and serve a copy on the applicant or declarant at the
address specified above.  Proof of service (by affidavit or, in
case of any attorney at law, by certificate) should be filed with
the request.  Any request for a hearing shall identify specifically
the issues of fact or law that are disputed.  A person who so
requests will be notified of any hearing, if ordered, and will
receive a copy of any notice or Order issued in this matter.  After
said date, the Application or Declaration, as filed or as it may be
amended, may be permitted to become effective.

For the Commission, by the Office of Public Utility Regulation,
pursuant to delegated authority.



                                   Jonathan G. Katz
                                   Secretary




7022pe12.exh