UNITED STATES OF AMERICA before the SECURITIES AND EXCHANGE COMMISSION ---------------------------------------------- : In the Matter of : : AMERICAN ELECTRIC POWER COMPANY, INC. : CERTIFICATE Columbus, Ohio 43215 : OF : NOTIFICATION (70-5943) : : PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 : ---------------------------------------------- THIS IS TO CERTIFY that, in accordance with the terms and conditions of and for the purposes represented by the declaration, as amended, of American Electric Power Company, Inc. (the "Company") in the above-captioned file and the orders of the Securities and Exchange Commission with respect thereto (HCAR No. 19879, dated February 8, 1977; HCAR No. 19992, dated April 19, 1977; HCAR No. 20111, dated July 14, 1977; HCAR No. 20506, dated April 19, 1978; HCAR No. 20979, dated March 29, 1979; HCAR No. 21180, dated August 8, 1979; HCAR No. 21544, dated May 1, 1980; HCAR No. 22113, dated June 30, 1981; HCAR No. 22539, dated June 15, 1982; HCAR No. 22989, dated June 29, 1983; HCAR No. 23353, dated June 29, 1984; HCAR No. 23538, dated December 19, 1984; HCAR No. 23754, dated July 1, 1985; HCAR No. 23980, dated January 3, 1986; HCAR No. 24534, dated December 18, 1987; HCAR No. 25233, dated December 27, 1990; HCAR No. 25936, dated December 1, 1993; HCAR No. 26516 dated May 10, 1996; HCAR No. 26553, dated August 13, 1996; HCAR No. 27186, dated June 14, 2000 in file 70-9381; and HCAR No. 27258, dated December 19, 2000) during the period from July 1, 2001, through September 30, 2001, the Company issued a total of -0- shares of its Common Stock, $6.50 par value ("Common Stock"), to Stanley & Co. [a nominee of EquiServe Trust Company, N.A. ("EquiServe")], at a total purchase price of $-0-, for the accounts of participants in the Company's Dividend Reinvestment and Direct Stock Purchase Plan (the "Plan"). During such period, EquiServe, as Agent under the Plan, purchased on the open market for the accounts of participants a total of 362,899 shares of the Company's Common Stock, at a total purchase price of $16,952,560.43. These transactions are set forth in more detail in the attached Schedule I, incorporated herein by reference. AMERICAN ELECTRIC POWER COMPANY, INC. By: /s/ A. A. Pena ---------------------- Treasurer Dated: July 17, 2002 SCHEDULE I to CERTIFICATE OF NOTIFICATION (#70-5943) of AMERICAN ELECTRIC POWER COMPANY, INC. For the Period July 1 - September 30, 2001 TRANSACTIONS THIS PERIOD: - ORIGINAL ISSUE SHARES - SHARES PRICE TOTAL PERIOD ISSUED PER SHARE PURCHASE PRICE TOTAL O/I PURCHASE -0- $-0- - OPEN MARKET PURCHASES - SHARES AVERAGE PRICE TOTAL DATE PURCHASED PER SHARE PURCHASE PRICE 07/03/2001 7,470 46.420 $ 346,753.76 07/10/2001 5,608 48.457 271,748.95 07/17/2001 3,941 47.538 187,347.26 07/24/2001 6,824 42.025 286,779.53 07/31/2001 4,961 45.122 223,850.24 08/07/2001 10,820 45.600 493,389.85 08/14/2001 4,913 44.770 219,955.01 08/21/2001 4,650 45.670 212,363.27 08/28/2001 2,260 46.482 105,049.32 09/04/2001 3,114 46.587 145,071.14 09/05/2001 52,500 46.648 2,449,020.00 09/06/2001 35,000 46.879 1,640,765.00 09/07/2001 36,000 46.960 1,690,560.00 09/10/2001 42,000 46.683 1,960,686.00 09/17/2001 44,000 46.798 2,059,112.00 09/17/2001 7,569 46.761 353,930.43 09/18/2001 45,500 47.031 2,139,910.50 09/18/2001 1,918 47.084 90,307.11 09/19/2001 41,327 47.521 1,963,900.37 09/25/2001 2,524 44.398 112,060.69 TOTAL O/M PURCHASE 362,899 $ 16,952,560.43 ======= =============== - TOTAL ACTIVITY THIS PERIOD - SHARES TOTAL PURCHASED PURCHASE PRICE O/I Shares -0- $ -0- O/M Purchases 362,899 $16,952,560.43 ------- -------------- TOTAL ACTIVITY 362,899 $16,952,560.43 ======= ============== PAGE TWO SCHEDULE I to CERTIFICATE OF NOTIFICATION (#70-5943) of AMERICAN ELECTRIC POWER COMPANY, INC. For the Period July 1 - September 30, 2001 CUMULATIVE SUMMARY OF TRANSACTIONS: - ORIGINAL ISSUE SHARES - TOTAL SHARES ISSUED PURCHASE PRICE Totals from last report 47,773,594 $1,008,340,148.37 Transactions this period -0- $ -0- ---------- ----------------- Total Original Issue Shares 47,773,594 $1,008,340,148.37 ========== ================= - OPEN MARKET PURCHASES - TOTAL SHARES ISSUED PURCHASE PRICE Totals from last report 22,886,537 $716,070,576.49 Transactions this period 362,899 $ 16,952,560.43 ---------- -------------- Total Open Market Shares 23,249,436 $733,023,136.80 ========== ===============