File No. 70-8307



               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 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)


                              * * *


             G. P. Maloney, Executive Vice President
           AMERICAN ELECTRIC POWER SERVICE CORPORATION
             1 Riverside Plaza, Columbus, Ohio 43215



                Jeffrey D. Cross, General Counsel
                    AEP ENERGY SERVICES, INC.
             1 Riverside Plaza, Columbus, Ohio 43215
           (Names and addresses of agents for service)



     American Electric Power Company, Inc. ("American") and AEP
Energy Services, Inc. ("AEPES") hereby amends its Application or
Declaration on Form U-1 in File No. 70-8307 as follows:
     1.   By adding the following sentence to the end of Paragraph
F. Subsidiaries of AEPES under Item 1. DESCRIPTION OF PROPOSED
TRANSACTIONS:
     "In no event, however, will the aggregate amount of any such
     incurrance of long or short term debt, the guarantee by AEP or
     AEPES thereof, or the guarantee of any performance obligation
     by AEP or AEPES, among AEP, AEPES and any subsidiary companies
     formed pursuant to this authorization exceed the overall
     limits set forth herein."
     2.   By adding the following sentence to the end of Item 2.
FEES, COMMISSIONS AND EXPENSES:
     "The estimated fees and expenses to be incurred in connection
     with the post-effective amendments to the Application-
     Declaration are as follows:
          Commission filing fee                   $ 2,000
          Counsel fees                             10,000
          Other                                       500
               Total                              $12,500
     3.   By filing herewith an Opinion of Counsel as Exhibit F-1.

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


                    By__/s/ G. P. Maloney_______________
                                Vice President


                    AEP ENERGY SERVICES, INC.


                    By__/s/ G. P. Maloney_______________
                                President


Dated:  March 28, 1995

70-8307.pe4


                                                      Exhibit F-1




614/223-1630


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

March 28, 1995

Re:  American Electric Power Company, Inc. ("AEP")
     AEP Energy Services, Inc. ("AEPES")
     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 AEPES (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-mentioned Application or Declaration, as amended.

Very truly yours,

/s/ Jeffrey D. Cross

Jeffrey D. Cross
    Counsel for
American Electric Power Company, Inc.
AEP Energy Services, Inc.


aepes\opincoun.pe4