File No. 70-9729


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                         ------------------------------

                                 AMENDMENT NO. 3
                                       TO
                                    FORM U-1
                         -------------------------------

                           APPLICATION OR DECLARATION

                                    under the

                   PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

                                      * * *
                      AMERICAN ELECTRIC POWER COMPANY, INC.
                     1 Riverside Plaza, Columbus, Ohio 43215
                     ---------------------------------------
               (Name of company or companies filing this statement
                   and address of principal executive office)

                                      * * *


                      AMERICAN ELECTRIC POWER COMPANY, INC.
                     1Riverside Plaza, Columbus, Ohio 43215
                    (Name of top registered holding company
                     parent of each applicant or declarant)

                                      * * *

                 A. A. Pena, Senior Vice President and Treasurer
                   American Electric Power Service Corporation
                     1 Riverside Plaza, Columbus, Ohio 43215

                         Susan Tomasky, General Counsel
                   American Electric Power Service Corporation
                     1 Riverside Plaza, Columbus, Ohio 43215
                     ---------------------------------------
                   (Names and addresses of agents for service)



     American Electric Power Company,  Inc., a registered  holding company under
the Public Utility Holding Company Act of 1935, hereby amends its Application or
Declaration on Form U-1 in File No. 70-9729 as follows:

      1.   By adding the following sentence to the end of the first paragraph
of Item 1:

      Additionally,  AEP's  forecasted  cash flow  analysis  and  capitalization
forecast for the next two years (attached  hereto as Exhibit C), which forecasts
assume the issuance of $1 billion principal amount of long-term indebtedness out
of the $1.5 billion total financing authority requested herein, indicate that it
is expected that AEP's common  equity will remain above 30% of its  consolidated
capitalization for each time period set forth in Exhibit C.

2.    By restating paragraph 1.11 of Item 1:

      1.11 AEP  proposes  that,  in addition  to, or as an  alternative  to, any
Preferred  Securities  financing  as  described  hereinabove,   AEP  and/or  the
Financing  Subsidiary  may issue and sell  Notes  directly  to public or private
investors without an intervening Special Purpose Subsidiary. It is proposed that
any Notes so issued  will be  unsecured,  may be either  senior or  subordinated
obligations  of AEP or the  Financing  Subsidiary,  as the case  may be,  may be
convertible or  exchangeable  into common stock of AEP or Preferred  Securities,
may have the benefit of a sinking fund,  may have a term of up to 50 years,  may
have fixed or adjustable  rates of interest which may be reset by  predetermined
methods  such as auction,  remarketing  and/or  other put or call  features  and
otherwise will have terms and provisions  substantially as described hereinabove
(the "Debt Securities").  Debt Securities of the Financing  Subsidiary will have
the benefit of a guarantee  or other  credit  support by AEP. AEP will not issue
the Debt Securities, either directly or through the Financing Subsidiary, unless
it has  evaluated  all relevant  financial  considerations  (including,  without
limitation,  the cost of equity  capital)  and has  determined  that to do so is
preferable to issuing common stock or short-term debt. Current market conditions
suggest the costs for issuing  long-term  indebtedness with a three to five year
maturity are less than or equal to the costs for issuing short-term indebtedness
over the same time period.

3.    By restating paragraph 1.16 of Item 1:

      1.16 The proceeds of any  financing  by the  Financing  Subsidiary  or any
Special  Purpose  Subsidiary  will be  remitted,  paid as a dividend,  loaned or
otherwise  transferred  to AEP or its  designee.  The proceeds of the  Preferred
Securities,  Debt Securities,  Stock Purchase Contracts and Stock Purchase Units
will be used to acquire the  securities of associate  companies and interests in
other businesses,  including interests in "exempt wholesale generators" ("EWGs")
and "foreign utility  companies"  ("FUCOs"),  or in any  transactions  permitted
under the Act and for other general corporate purposes,  including the reduction
of  short-term  indebtedness.  No proceeds  will be used to purchase  generation
assets  currently  owned by AEP or any  affiliate  unless such purchase has been
approved  by order of this  Commission  pursuant  to File No.  70-9785  or other
similar applications.  AEP had approximately $2.3 billion outstanding short-term
indebtedness as of September 30, 2000. AEP represents that no financing proceeds
will be used to acquire the equity  securities of any company or any interest in
other businesses  unless such acquisition has been approved by the Commission in
this  proceeding or in File No.  70-9353 or is in  accordance  with an available
exemption  under Sections 32, 33 and 34 of the Act or Rule 58 under the Act. AEP
does not seek in this  proceeding  any increase in the amount it is permitted to
invest  in  EWGs  and  FUCOs.   Notwithstanding  any  other  provision  of  this
application,  as amended,  AEP requests this Commission to reserve  jurisdiction
over the use of financing  proceeds  authorized in this  proceeding to invest in
EWGs and FUCOs.

      4.    By restating paragraph (1) of Item 3:

ITEM 3.  APPLICABLE STATUTORY PROVISIONS

      (1)  Rule 54 Compliance.
           ------------------

      The proposed  transactions are subject to Rule 54, which provides that, in
determining  whether to approve an application  which does not relate to any EWG
or FUCO, the Commission shall not consider the effect of the  capitalization  or
earnings of any such EWG or FUCO which is a subsidiary  of a registered  holding
company if the requirements of Rule 53(a), (b) and (c) are satisfied.

      AEP consummated the merger with Central and South West Corporation ("CSW")
on June 15, 2000  pursuant  to an order  dated June 14,  2000 (HCAR No.  27186),
which further  authorized AEP to invest up to 100% of its consolidated  retained
earnings,  with consolidated  retained earnings to be calculated on the basis of
the combined consolidated retained earnings of AEP and CSW (as extended pursuant
to HCAR No. 27316, December 26, 2000, the "Rule 53(c) Order").

      AEP currently meets all of the conditions of Rule 53(a), except for clause
(1). At December  31, 2000,  AEP's  "aggregate  investment",  as defined in Rule
53(a)(1),  in EWGs and FUCOs was approximately $1.773 billion, or about 52.5% of
AEP's "consolidated  retained earnings",  also as defined in Rule 53(a)(1),  for
the four quarters ended December 31, 2000 ($3.375 billion). With respect to Rule
53(a)(1),  however,  the  Commission  has  determined  that AEP's  financing  of
investments  in EWGs and FUCOs in an amount  greater  than the amount that would
otherwise  be  allowed by Rule  53(a)(1)  would not have  either of the  adverse
effects  set forth in Rule  53(c).  See the Rule  53(c)  Order.  If AEP used the
proceeds  from the  financings  authorized  in this  File to  invest in EWGs and
FUCOs, AEP's "aggregate  investment" would be approximately  $3.273 billion,  or
about 97.0% of AEP's  "consolidated  retained  earnings".  AEP was authorized to
invest up to 100% of its consolidated  retained earnings by order dated June 14,
2000 (HCAR No.  27186),  as extended  pursuant to order dated  December 26, 2000
(HCAR No. 27316).

      In  addition,  AEP has  complied  and will  continue  to  comply  with the
record-keeping requirements of Rule 53(a)(2), the limitation under Rule 53(a)(3)
on the use of operating  company personnel to render services to EWGs and FUCOs,
and the  requirements  of Rule 53(a)(4)  concerning  the submission of copies of
certain  filings under the Act to retail rate regulatory  commissions.  On April
17,  2001,  AEP  submitted  a copy of this Form U-1 for filing  with each of the
eleven state retail rate regulatory  commissions  having  jurisdiction  over the
retail  rates  of  AEP's  utility  operating  companies.  Further,  none  of the
circumstances described in Rule 53(b) has occurred.

      Moreover,  even if the effect of the  capitalization  and earnings of EWGs
and FUCOs in which AEP has an ownership  interest  upon the AEP holding  company
system were  considered,  there would be no basis for the Commission to withhold
or deny  approval for the  proposal  made in this  Application-Declaration.  The
action requested in the instant filing would not, by itself,  or even considered
in conjunction with the effect of the  capitalization and earnings of AEP's EWGs
and FUCOs, have a material adverse effect on the financial  integrity of the AEP
system,  or an  adverse  impact  on  AEP's  public-utility  subsidiaries,  their
customers,  or the ability of State  commissions to protect such  public-utility
customers.  The Rule 53(c) Order was predicated,  in part, upon an assessment of
AEP's overall financial condition which took into account,  among other factors,
AEP's  consolidated  capitalization  ratio and the recent  growth trend in AEP's
retained earnings.

      As of  December  31,  1999,  the most  recent  period for which  financial
statement  information  was  evaluated  in the 100%  Order,  AEP's  consolidated
capitalization  (including  CSW on a pro forma basis)  consisted of 37.3% common
and preferred equity and 62.7% debt. As of December 31, 2000, AEP's consolidated
capitalization  consisted  of 63.8% debt and 34.8% common and  preferred  equity
(consisting of 331,019,146  shares of common stock  representing  34.1% and $161
million principal amount of preferred stock  representing 0.7%) and $334 million
principal  amount  of  certain  subsidiary  obligated   mandatorily   redeemable
preferred  securities of subsidiary  trusts holding  solely junior  subordinated
debentures of such  subsidiaries  ("Trust  Preferred  Securities")  representing
1.4%.

      If AEP issued $1.5 billion of Debt  Securities and applied the proceeds to
refund  existing  indebtedness,  the foregoing  ratios would not change on a pro
forma  basis as of  December  31,  2000.  If AEP  issued  $1.5  billion  of Debt
Securities  and applied  none of the proceeds to refund  existing  indebtedness,
AEP's  consolidated  capitalization on a pro forma basis as of December 31, 2000
would consist of 66.0% debt and 32.7% common and preferred equity (consisting of
331,019,146 shares of common stock representing 32.0% and $161 million principal
amount of preferred stock representing .7%) and $334 million principal amount of
Trust Preferred Securities representing 1.3%.1 AEP's interests in EWGs and FUCOs
have contributed  positively to its consolidated  earnings since the date of the
Rule 53(c) Order.

      Since the date of the Rule  53(c)  Order,  there has been a  reduction  in
AEP's  consolidated  equity  capitalization  ratio;  however,  it remains within
acceptable  ranges and limits of rating  agencies  for strong  investment  grade
corporate credit ratings. In addition,  the Operating  Subsidiaries,  which will
have a significant  influence on the  determination of the AEP corporate rating,
continue to show strong financial statistics as measured by the rating agencies.

      As of December  31,  1999,  Standard & Poor's  rating of secured  debt for
AEP's Operating Subsidiaries was as follows: Appalachian Power Company ("APCo"),
A; Columbus  Southern Power Company ("CSP"),  A-; Indiana Michigan Power Company
("I&M"),  A-;  Kentucky  Power  Company  ("KPCo"),  A;  and Ohio  Power  Company
("OPCo"),  A-. As of December 31, 1999, Standard & Poor's rating of secured debt
for CSW's Operating Subsidiaries was as follows: Central Power and Light Company
("CPL")  A;  Public  Service  Company of  Oklahoma  ("PSO"),  AA-;  Southwestern
Electric  Power  Company  ("SWEPCo"),  AA-;  and West  Texas  Utilities  Company
("WTU"), A.

      As of December  31,  2000,  Standard & Poor's  rating of secured  debt for
AEP's Operating Subsidiaries was as follows: APCo, A; CSP, A-; I&M, A-; KPCo, A-
and OPCo, A-. As of December 31, 2000,  Standard & Poor's rating of secured debt
for CSW's Operating Subsidiaries was as follows: CPL, A-; PSO, A; SWEPCo, A; and
WTU, A-.

      AEP's consolidated  retained earnings  decreased on average  approximately
1.32% per year over the last five years. In 2000, consolidated retained earnings
decreased $540 million,  or 14.9%. AEP's interests in EWGs and FUCOs have made a
positive  contribution to earnings over the four calendar years ending after the
Rule  53(c)  Order.  Accordingly,  since the date of the Rule 53(c)  Order,  the
capitalization and earnings  attributable to AEP's investments in EWGs and FUCOs
has not had an adverse impact on AEP's financial integrity.


4. By filing  Exhibit C, Cash flow analysis and  capitalization  forecast with a
request for confidential treatment.

                                    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/ Thomas G. Berkemeyer__
                               Thomas G. Berkemeyer
                               Assistant Secretary


Dated:  April 18, 2001


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1 If AEP issued $1.5 billion of Preferred Securities and applied the proceeds to
refund existing  indebtedness,  the foregoing ratios would change on a pro forma
basis as of December 31, 2000 as follows:  debt would fall to 57.5%,  common and
preferred  equity would remain constant at 34.8% and Trust Preferred  Securities
would  increase to 7.7%. If AEP issued $1.5 billion of Preferred  Securities and
applied none of the proceeds to refund existing indebtedness, AEP's consolidated
capitalization  on a pro forma  basis as of December  31, 2000 would  consist of
60.0% debt and 32.7% common and  preferred  equity  (consisting  of  331,019,146
shares of common stock  representing  32.0% and $161 million principal amount of
preferred stock  representing  .7%) and $1,834 million principal amount of Trust
Preferred Securities representing 7.3%.