File No. 70-8429



               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D. C. 20549

               __________________________________

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


                   APPLICATION OR DECLARATION

                            under the

           PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

                             * * * 

              AMERICAN ELECTRIC POWER COMPANY, INC.
                       AEP RESOURCES, 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


       John F. Di Lorenzo, Jr., Associate General Counsel
           AMERICAN ELECTRIC POWER SERVICE CORPORATION
             1 Riverside Plaza, Columbus, Ohio 43215


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





     American Electric Power Company, Inc. ("American"), a registered
holding company under the Public Utility Holding Company Act of 1935,
as amended (the "1935 Act"), and AEP Resources, Inc. ("Resources"),
a subsidiary of American (American and Resources hereinafter jointly
referred to as "Applicants"), hereby amend their Application or
Declaration on Form U-1 in File No. 70-8429 as follows:
     1.   By adding the following at the end of Item 1.  Description
of Proposed Transaction:
          "By Order dated December 22, 1994, HCAR No. 26200 (the
     'Order'), the Commission authorized Applicants to issue and sell
     debt and/or equity securities in an amount of up to $300,000,000
     (the 'Investment Limit') from time to time through June 30,
     1997, with the proceeds to be invested in 'exempt wholesale
     generators' as defined in Section 32 of the 1935 Act ('EWGs')
     and foreign utility companies as defined in Section 33 of the
     1935 Act ('FUCOs').  (EWGs and FUCOs are collectively herein
     referred to as 'Power Projects').  The Commission also
     authorized Applicants to acquire the securities of one or more
     companies ('Project Parents') engaged directly or indirectly,
     and exclusively, in the business of owning and holding the
     securities of one or more FUCOs or EWGs.  Finally, the
     Commission authorized (i) American to guarantee the debt
     securities and other commitments of Resources, (ii) American
     and Resources to guarantee the securities of one or more Project
     Parents or Power Projects, and (iii) Project Parents to
     guarantee the securities of their Power Projects, from time to
     time through June 30, 1997, in an aggregate amount which
     together with the securities issued will not exceed the
     Investment Limit at any one time outstanding.

          American now proposes to increase the Investment Limit to
     an amount, which when added to American's other direct or
     indirect 'aggregate investment' in all EWGs or FUCOs, is equal
     to 50% of American's consolidated retained earnings, as
     determined in accordance with Rule 53(a), at the time of each
     investment.  American also proposes to extend its authority to
     issue and sell debt and equity securities and to extend the
     authority of American, Resources and the Project Parents to
     guarantee securities to December 31, 2000.  At September 30,
     1995, American's consolidated retained earnings, as so
     determined, was approximately $1,390,000,000.  At December 31,
     1995, American had invested $18,496 in EWGs and FUCOs.

                          Rule Changes

          Rule 52(b), as amended June 28, 1995, now exempts issuance
     of securities by Resources and Project Parents, as well as
     acquisition of securities by American, Resources or the Project
     Parents, from prior Commission authorization under the 1935 Act,
     except in connection with the initial acquisition by Resources
     or a Project Parent of securities of a new Project Parent. 
     Applicants request that the Order be extended in connection with
     the initial acquisition by Resources or a Project Parent of
     securities of a new Project Parent.

          Rule 45(b)(4), as amended June 28, 1995, now exempts the
     making of cash capital contributions to Resources or the Project
     Parents from prior Commission authorization.  Therefore,
     Applicants are not requesting that the Order be extended in this
     respect.

          As a result, under these new rules, securities may be
     issued by Resources and Project Parents and capital
     contributions may be made by American, Resources and Project
     Parents without regard to the Investment Limit.

     Equity Financing of American

          American proposed either (i) by competitive bidding, (ii)
     through negotiations with underwriters or agents, or (iii)
     through agents at market prices to issue and sell up to
     10,000,000 additional shares (the 'Shares') of its Common Stock,
     par value $6.50 per share, which are authorized but unissued,
     or, to the extent available, held in American's treasury,
     provided that the gross proceeds from such sale would not exceed
     the Investment Limit.  The Commission reserved jurisdiction over
     the terms of the issuance and sale of the Shares by American.

          HCAR Order Nos. 25936 and 25939, dated December 1, 1993
     and December 6, 1993, respectively (the '1993 Orders'),
     permitted American to issue and sell its authorized but unissued
     Common Stock under its Dividend Reinvestment and Stock Purchase
     Plan ('DRP') or the American Electric Power Employees Savings
     Plan ('Savings Plan').  In each of these matters, American
     stated that it would not use the proceeds of sales of its Common
     Stock to acquire an interest in an EWG or FUCO.

          American now requests that the Commission release its
     reservation of jurisdiction over the issuance of the Shares and
     authorize American, subject to the Investment Limit, to issue
     and sell the Shares under the DRP and Savings Plan through
     December 31, 2000, and to use the proceeds thereof to invest
     in EWGs and FUCOs.

     Compliance with Rule 53

          Under Rule 53(a), the Commission shall not make certain
     specified findings under Sections 7 and 12 in connection with
     a proposal by a holding company to issue securities for the
     purpose of acquiring the securities of or other interest in an
     EWG or to guarantee the securities of an EWG if each of the
     conditions in paragraphs (a) (1) through (a)(4) thereof are met,
     provided that none of the conditions specified in paragraphs
     (b)(1) through (b)(3) of Rule 53 exists.  In that regard,
     American states that, assuming that the entire Investment Limit
     from the Shares, the short-term and long-term borrowings and
     the guarantees were made in conjunction with EWGs and FUCOs,
     all of the conditions set forth in Rule 53(a) would be satisfied
     and none of the conditions set forth in Rule 53(b) exists or,
     as a result thereof, would exist.

          Rule 53(a)(1):  American's 'aggregate investment' in such
     entities would on a pro forma basis equal approximately
     $678,127,000, 50% of $1,356,255,000, the average of the
     consolidated retained earnings of American reported on Form 10-K
     or Form 10-Q, as applicable, for the four consecutive quarters
     ended September 30, 1995.

          Rule 53(a)(2):  American and Resources will maintain books
     and records and cause each EWG or FUCO in which it directly or
     indirectly holds an interest to maintain and make available the
     books and records required by Rule 53(a)(2).

          Rule 53(a)(3):  No more than 2% of the employees of
     American's operating utility subsidiaries will, at any one time,
     directly or indirectly, render services to EWGs or FUCOs.

          Rule 53(a)(4):  American is simultaneously submitting a
     copy of this Application or Declaration, and will submit copies
     of any Rule 24 certificates required hereunder, as well as a
     copy of Item 9 and Exhibits G and H of American's Form U5S to
     each of the public service commissions having jurisdiction over
     the retail rates of American's operating utility subsidiaries.

          In addition, American states that the provisions of Rule
     53(a) are not made inapplicable to the authorization herein
     requested by reason of the provisions of Rule 53(b).

          Rule 53(b)(1):  Neither American nor any subsidiary of
     American is the subject of any pending bankruptcy or similar
     proceeding.

          Rule 53(b)(2):  American's average consolidated retained
     earnings for the four most recent quarterly periods
     ($1,356,255,000) represented an increase of approximately
     $51,777,000 (or 4.0%) in the average consolidated retained
     earnings from the previous four quarterly periods
     ($1,304,478,000).

          Rule 53(b)(3):  For the year ended December 31, 1994, there
     were no losses attributable to American's direct or indirect
     investments in EWGs or FUCOs other than $4,000 in start-up
     costs.


                            SIGNATURE
     Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this
statement to be signed on its behalf by the undersigned thereunto
duly authorized.
                              AMERICAN ELECTRIC POWER COMPANY, INC.


                              By:__/s/ G. P. Maloney_____________
                                   Vice President



                              AEP RESOURCES, INC.


                              By:__/s/ G. P. Maloney_____________
                                   Vice Chairman


Dated:  February 1, 1996




                                         resource.aep.70-8429.pe1