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 October 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 October 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 October 1, 2002, through December 31, 2002, 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 789,337 of the Company's Common Stock, at a total purchase price of $20,459,247.00. These transactions are set forth in more detail in the attached Schedule I, incorporated herein by reference. AMERICAN ELECTRIC POWER COMPANY, INC. By: /s/ Wendy G. Hargus Assistant Treasurer Dated: June 19, 2003 SCHEDULE I to CERTIFICATE OF NOTIFICATION (#70-5943) of AMERICAN ELECTRIC POWER COMPANY, INC. For the Period October 1 - December 31, 2002 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 10/01/02 29,278 29.362 859,660.64 10/08/02 35,759 23.307 833,430.43 10/15/02 31,128 19.375 603,102.37 10/22/02 38,603 21.418 826,791.89 10/29/02 21,130 24.677 521,425.01 11/05/02 19,733 28.073 553,964.51 11/12/02 9,170 25.574 234,513.58 11/19/02 17,721 26.856 475,915.18 11/26/02 11,204 28,472 318,996.03 12/03/02 13,791 28.195 388,842.48 12/05/02 70,000 27.283 1,909,810.00 12/06/02 72,500 26,673 1,933,792.50 12/09/02 72,000 26.851 1,933,272.00 12/10/02 72,000 26.454 1,904,688.00 12/10/02 8,562 26.377 225,828.46 12/11/02 80,000 26.632 2,130,560.00 12/11/02 85,000 25.438 2,162,230.00 12/13/02 78,262 25.546 1,999,281.05 12/17/02 9,984 27.573 275,288.83 12/24/02 7,174 27.339 196,129.99 12/31/02 6,338 27.094 171,724.05 ------- ---------- TOTAL O/M 789,337 $20,459,247.00 PURCHASE ======= ============== - TOTAL ACTIVITY THIS PERIOD - TOTAL SHARES PURCHASED PURCHASE PRICE O/I Shares -0- $ -0- O/M Purchases 789,337 $20,459,247.00 ------- -------------- TOTAL ACTIVITY 789,337 $20,459,247.00 ======= ============== PAGE TWO SCHEDULE I to CERTIFICATE OF NOTIFICATION (#70-5943) of AMERICAN ELECTRIC POWER COMPANY, INC. For the Period October 1 - December 31, 2002 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 25,194,663 $808,445,174.70 Transactions this period 789,337 $20,459,247.00 ---------- -------------- Total Open Market Shares 25,984,000 $828,904,421.70 ========== ===============