SECURITIES AND EXCHANGE COMMISSION

                                Washington, D.C.

                    Three Year Period ending January 30, 2007

                    FORM U-12 (I) - B (THREE-YEAR STATEMENT)


Statement Pursuant to Section 12(i) of the Public Utility Holding Company Act of
1935 by a Person Regularly Employed or Retained by a Registered Holding Company
or a Subsidiary Thereof and Whose Employment Contemplates Only Routine Expenses
as Specified in Rule 71(b).

1.       Name and business address of persons filing statement.

         Baker Botts L.L.P. ("Baker Botts"), The Warner, 1299 Pennsylvania
Avenue, Washington, D.C. 20004. Baker Botts has additional offices that may
provide services to American Electric Power Company or its subsidiaries covered
by Section 12(i) of the Public Utility Holding Company Act of 1935, as amended.

2.       Names and business addresses of any persons through whom the
undersigned proposes to act in matters included within the exemption provided by
paragraph (b) of Rule 71.

         Joanne Rutkowski, James Doty, Stephanie Smith, and other attorneys at
Baker Botts.

3.       Registered holding company and subsidiary companies by which the
undersigned is regularly employed or retained.

         American Electric Power Company and its subsidiaries.

4. Position or relationship in which the undersigned is employed or retained by
each of the companies named in item 3 and a brief description of the nature of
services to be rendered in each such relationship or capacity.

         Attorneys; provide legal counsel and representation to American
Electric Power Company before the Securities and Exchange Commission and the
Federal Energy Regulatory Commission and in that capacity render services to its
subsidiaries.


5.       (a) Compensation received during the current year and estimated to be
received over the next two calendar years by the undersigned, directly or
indirectly, for services rendered by the undersigned, from each of the companies
designated in item 3.



                                            Salary or other compensation:
                                            -----------------------------
                                                                          
Name of recipient              received (a)               to be                    Person or company from whom
                                                          received (b)             received or to be received
                                                          _____________


Baker Botts                                               See 5(b) below           American Electric Power Company


         (b) Basis for compensation if other than salary.

         Hourly fees and disbursements.

6.       Expenses incurred by the undersigned or other person in item 2, above,
during the calendar year in connection with activities described in item 4,
above, and the source or sources of reimbursement of same. To be answered in
supplemental statement.


Date: May 25, 2004                                 /s/ Joanne C. Rutkowski
                                                   -----------------------------
                                                   Joanne C. Rutkowski, Esq.



                                       2