UNITED STATES OF AMERICA
                           before the 
               SECURITIES AND EXCHANGE COMMISSION

__________________________________________ 
                                          :
       In the Matter of                   :
                                          :
  AMERICAN ELECTRIC POWER COMPANY, INC.   :  CERTIFICATE
          Columbus, Ohio  43215           :       OF
                                          :  NOTIFICATION
               (70-5943)                  :
                                          :
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935:
__________________________________________:

     THIS IS TO CERTIFY that, in accordance with the terms and
conditions of and for the purposes represented by the
declaration, as amended, of American Electric Power Company, Inc.
(the "Company") in the above-captioned file and the orders of the
Securities and Exchange Commission with respect thereto (HCAR No.
19879, dated February 8, 1977; HCAR No. 19992, dated April 19,
1977; HCAR No. 20111, dated July 14, 1977; HCAR No. 20506, dated
April 19, 1978; HCAR No. 20979, dated March 29, 1979; HCAR No.
21180, dated August 8, 1979; HCAR No. 21544, dated May 1, 1980;
HCAR No. 22113, dated June 30, 1981; HCAR No. 22539, dated June
15, 1982; HCAR No. 22989, dated June 29, 1983; HCAR No. 23353,
dated June 29, 1984; HCAR No. 23538, dated December 19, 1984;
HCAR No. 23754, dated July 1, 1985; HCAR No. 23980, dated January
3, 1986; HCAR No. 24534, dated December 18, 1987, and HCAR No.
25936, dated December 1, 1993) during the period from January 1,
1995, through March 31, 1995, the Company issued a total of
350,000 shares of its Common Stock, $6.50 par value ("Common
Stock"), to Stanley & Co. [a nominee of First Chicago Trust
Company of New York ("First Chicago")], at a total purchase price
of $11,300,800.00, for the accounts of participants in the
Company's Dividend Reinvestment and Stock Purchase Plan (the
"Plan").  During such period, First Chicago, as Agent under the
Plan, also purchased on the open market for the accounts of
participants a total of 208,399 shares of the Company's Common
Stock, at a total purchase price of $6,883,368.60.  These
transactions are set forth in more detail in the attached
Schedule I, incorporated herein by reference.  

                         AMERICAN ELECTRIC POWER COMPANY, INC.




                         By:____/s/ G. P. Maloney___________   
                            Vice President

Dated:  April 12, 1995



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                           SCHEDULE I
                               to
             CERTIFICATE OF NOTIFICATION (#70-5943)
                               of
              AMERICAN ELECTRIC POWER COMPANY, INC.
            For the Period January 1 - March 31, 1995

TRANSACTIONS THIS PERIOD:
                    - Original Issue Shares -
                   Shares          Price               Total
  Period           Issued        Per Share        Purchase Price
01/01-03/31        350,000         32.288         $11,300,800.00

                    - Open Market Purchases -
                   Shares       Average Price          Total
  Date            Purchased       Per Share       Purchase Price
01/03/95             6,188         33.000         $   204,204.00
01/04/95               207         33.250               6,882.75
01/17/95            30,821         34.375           1,059,471.88
01/18/95             5,748         34.375             197,587.50
02/01/95             9,799         35.125             344,189.88
02/02/95             3,152         34.875             109,926.00
02/15/95            10,735         34.000             364,990.00
02/16/95             2,019         33.875              68,393.63
03/01/95             4,428         33.875             149,998.50
03/02/95             1,019         32.875              33,499.63
03/06/95            20,000         32.500             650,000.00
03/09/95            47,500         32.211           1,530,022.50
03/10/95            50,039         32.374           1,619,962.58
03/13/95             1,796         32.625              58,594.50
03/15/95            13,630         32.500             442,975.00
03/16/95             1,318         32.375              42,670.25


Total O/M Purch.   208,399                        $ 6,883,368.60

                 - Total Activity This Period -

O/I Shares         350,000                        $11,300,800.00
O/M Purchases      208,399                          6,883,368.60
Total Activity     558,399                        $18,184,168.60


CUMULATIVE SUMMARY OF TRANSACTIONS:

                    - Original Issue Shares -
                                   Shares              Total
                                   Issued         Purchase Price
Totals from last report          41,638,533      $753,828,635.09
Transactions this period            350,000        11,300,800.00
   Total Original Issue Shares   41,988,533      $765,129,435.09



                    - Open Market Purchases -
                                  Shares               Total
                                 Purchased        Purchase Price
Totals from last report          18,844,773      $563,155,721.07 
Transactions this period            208,399         6,883,368.60
   Total Open Market Purchases   19,053,172      $570,039,089.67




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