UNITED STATES OF AMERICA

              BEFORE THE SECURITIES AND EXCHANGE COMMISSION


____________________________________________
                                            :
            In the matter of                :
                                            :
     AMERICAN ELECTRIC POWER COMPANY, INC.  :    CERTIFICATE OF
                Columbus, Ohio              :    NOTIFICATION
                                            :
              AEP RESOURCES, INC.           :
                Columbus, Ohio              :
                                            :
                   (70-8429)                :
                   (70-6126)                :
                   (70-5943)                :
                                            :
 Public Utility Holding Company Act of 1935 :
____________________________________________:

      THIS IS TO CERTIFY  THAT  AMERICAN  ELECTRIC  POWER  COMPANY,  INC.
("American"),  AEP  RESOURCES,  INC.  ("Resources")  and certain of their
Project  Parents  (as  defined  in  the  orders  mentioned   below),   in
accordance  with  the  terms  and  conditions  of,  and for the  purposes
represented by, the Application or declaration  herein,  as amended,  and
the  orders  of the  Securities  and  Exchange  Commission  with  respect
thereto,  dated May 10, 1996 and December 24, 1994,  have carried out the
transactions listed below:

A.     Description of the Transactions

      1.    On June 9,  1998,  Yorkshire  Capital  Trust  I, a  statutory
           business  trust  created  under  the  laws  of  the  state  of
           Delaware  (the  "Trust"),   issued   11,000,000   8.08%  Trust
           Securities  (liquidation  amount $25 Per Trust  Security) (the
           "Trust   Securities")   pursuant  to  an  underwritten  public
           offering.  Payments  on the  Trust  Securities  are  fully and
           unconditionally  guaranteed,  as set  forth in the  prospectus
           relating to the Trust  Securities,  by  Yorkshire  Power Group
           Limited,    a   private   company   with   limited   liability
           incorporated  under the laws of England and Wales  ("Yorkshire
           Group").  Yorkshire Group is a Project Parent  affiliated with
           American and  Resources  and is owned equally by Resources and
           New  Century  International,   Inc.,  a  Delaware  corporation
           ("NCI").   The  Trust  is  a  "wholly-owned   subsidiary"  (as
           defined  in Rule 1-02  (aa) of  Regulation  S-X) of  Yorkshire
           Group.

      2.    Concurrent  with  the  issuance  of  the  Trust   Securities,
           Yorkshire  Power  Finance  Limited,  a  private  company  with
           limited  liability  incorporated  under the laws of the Cayman
           Islands  ("Yorkshire  Finance"),  issued  U.  S.  $275,000,000
           aggregate  principal  amount of its 8.08% Junior  Subordinated
           Deferrable  Interest  Debentures,  Series A due June 30,  2038
           (the   "Debentures")   to  the   Trust.   In  return  for  the
           Debentures,  Yorkshire  Finance received from the Trust all of
           the proceeds  from the sale of the Trust  Securities.  Payment
           on  the  Debentures  are   irrevocably   and   unconditionally
           guaranteed  on  a  subordinated   basis  by  Yorkshire  Group.
           Yorkshire  Finance is a "wholly-owned  subsidiary" (as defined
           in Rule 1-02 (aa) of Regulation S-X) of Yorkshire Group.

      3.    Upon   receiving   the  proceeds   from  the  Trust  for  the
           Debentures,   Yorkshire  Finance,  in  turn,  loaned  the  net
           proceeds  thereof  to  Yorkshire  Group  with  such loan to be
           evidenced  by a promissory  note issued by Yorkshire  Group in
           the  amount of U. S.  $264,837,500  (the "Promissory  Note").
           The  Promissory  Note bears  interest  at a rate of 8.604% per
           annum and will mature on June 30, 2018.

      4.    As a  condition  to the  issuance  of the  Trust  Securities,
           Resources  and NCI entered  into an  Agreement  as to Expenses
           and   Liabilities   (the  "Agreement   as  to  Expenses   and
           Liabilitie")  whereby each  irrevocably  and  unconditionally
           guaranteed  to each person or entity to whom the Trust  became
           indebted  or  liable  the full  payment  of any  indebtedness,
           expense or liability of the Trust  (other than  obligation  of
           the Trust to pay to the  holders of the Trust  Securities  the
           amounts  due such  holders  pursuant to the terms of the Trust
           Securities).

B.     Terms of the Transactions

      1.   Principal Amount

          a.   Trust Securities:   11,000,000 Trust Securities
                                   (U. S. $275,000,000 Total Aggregate
                                   Liquidation Amount)

          b.  Debentures:  U.S.$275,000,000 aggregate principal amount

          c.  Promissory Note: U.S.$264,837,0000 aggregate principal amount

      2.  Stated effective interest cost

          a.   Trust Securities:   8.08%

          b.   Debentures:    8.08%

          c.   Promissory Note:    8.604%

      3.  Prime rate or range of generally prevailing prime rates

          a.    30 year U. S. Treasury - range 6.07% - 5.57%
                01-01-98 - 06-30-98

      4.  Amount  of  investment  made  by  American  or  Resources  in 
          Yorkshire Power Group Limited

          a.    American:

                1.    during calendar quarter ended 06-30-98:
                2.    year to date: -0-

          b.    Resources:

                1.    during calendar quarter ended 06-30-98:
                2.    year to date: -0-

      This   Certificate  of   Notification  is  filed  pursuant  to  the
      Commission's  Order  in  this  proceeding  after  the  end  of  the
      calendar  quarter  during  which the  above-described  transactions
      were consummated.
                          AMERICAN ELECTRIC POWER COMPANY, INC.

                          By ___________/s/ A. A. Pena________________
                          Title: _________Treasurer___________________

                          AEP RESOURCES, INC.

                          By: __________/s/ Jeffrey D. Cross__________
                          Title: ________Vice President  _____________


      Dated:    August 2, 1998