File No. 70-9169


                   SECURITIES AND EXCHANGE COMMISSION

                         Washington, D.C. 20549


                                  * * *


                             AMENDMENT NO. 1

                                   TO

                          FORM U-1 DECLARATION

                                under the

               PUBLIC UTILITY HOLDING COMPANY ACT OF 1935


                                  * * *


                  AMERICAN ELECTRIC POWER COMPANY, INC.
                 1 Riverside Plaza, Columbus, Ohio 43215

                                   and

                   CENTRAL AND SOUTH WEST CORPORATION
            1616 Woodall Rodgers Freeway, Dallas Texas 75266

          (Name of companies and top registered holding company
                parents filing this statement and address
                     of principal executive offices)


                                  * * *


Armando A. Pena                          Wendy G. Hargus
Treasurer                                Treasurer
American Electric Power Company, Inc.    Central and South West Corporation
1 Riverside Plaza                        1616 Woodall Rodgers Freeway
Columbus, OH 43215                       Dallas, TX 75266

Marianne Smythe                          Joris M. Hogan
Wilmer, Cutler & Pickering               Milbank, Tweed, Hadley & McCloy
2445 M Street, N.W.                      1 Chase Manhattan Plaza
Washington, DC 20037-1420                New York, NY 10005

               (Names and addresses of agents for service)




      American Electric Power Company, Inc. ("AEP"), a New York
corporation and a registered holding company under the Public
Utility Holding Company Act of 1935, as amended (the "Act"), and
Central and South West Corporation ("CSW", and together with AEP,
the "Companies"), a Delaware corporation and a registered holding
company under the Act, hereby amend their joint Form U-1
Declaration in File No. 70-9169 by amending and restating the
second and fourth paragraphs of Item 1. Description of Proposed
Transaction as follows:
           "Pursuant to the terms of the Merger Agreement, the
      Companies have agreed to convene meetings of their
      respective shareholders for the purpose of obtaining
      required shareholder approvals relating to the Merger. 
      In respect of the Merger, AEP will seek to obtain (1) the
      affirmative vote of holders of a majority of outstanding
      shares of AEP common stock to approve an amendment to the
      restated certificate of incorporation to increase the
      number of authorized shares of AEP common stock, and (2)
      the affirmative vote of holders of a majority of the
      shares of AEP common stock cast on the proposal to
      approve the issuance of shares of AEP common stock,
      provided that the total votes cast on the proposal
      represent a majority of the outstanding shares of AEP
      common stock.  The proposed charter amendment will be
      effected, if approved by AEP shareholders, regardless of
      whether the merger is consummated.  The additional
      authorized shares would provide AEP with the ability to
      respond to future business needs and opportunities.  The
      additional authorized shares would be available for
      issuance by AEP in connection with possible investment
      opportunities, acquisitions of assets and other companies
      or for other corporate purposes.  CSW will seek to obtain
      approval of the Merger by the affirmative vote of the
      holders of a majority of the outstanding shares of CSW
      common stock.

           AEP and CSW currently intend to mail definitive
      proxy materials to their shareholders at least 30 days
      prior to their regularly scheduled annual meetings. 
      Their annual meetings are tentatively scheduled for the
      last week in May.  Accordingly, the Companies
      respectfully request that the Commission grant them
      authority to provide their respective shareholders with
      such proxy materials in their final form (the
      'Solicitation').  At a later date, AEP and CSW plan to
      file an application/declaration on Form U-1 requesting
      authority to consummate the Merger and related
      transactions, including, but not limited to, the issuance
      of AEP common stock."

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


                      By_/s/ A. A. Pena_____________________
                                     Treasurer


                      CENTRAL AND SOUTH WEST CORPORATION


                      By_/s/ Wendy G. Hargus________________
                                     Treasurer




Dated:  March 30, 1998