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 April 1, 2004, through June 30, 2004, 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 332,283 shares of the Company's Common Stock, at a total purchase price of $10,368,911.21. These transactions are set forth in more detail in the attached Schedule I, incorporated herein by reference. Attached hereto is Schedule II, which provides a summary of the total expenses incurred, directly or indirectly, by the Company in connection with the operation of the Plan for the year ending December 31, 2003. AMERICAN ELECTRIC POWER COMPANY, INC. By: ___/s/ Thomas G. Berkemeyer_______ Assistant Secretary Dated: August 16, 2004 SCHEDULE I To CERTIFICATE OF NOTIFICATION (#70-5943) Of AMERICAN ELECTRIC POWER COMPANY, INC. For the Period April 1 - June 30, 2004 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 04/06/04 11,841 32.669 386,833.63 04/13/14 6,926 30.368 210,328.77 04/20/04 7,061 30.916 218,297.88 04/27/04 8,028 30.785 247,141.98 05/04/04 6,061 31.041 188,139.50 05/11/04 7,948 29.160 231,763.68 05/18/04 7,561 29.539 223,344.38 05/25/04 3,691 30.891 114,018.68 06/01/04 3,048 31.405 95,722.44 06/07/04 31,799 31.447 999,983.15 06/08/04 7,385 31.369 231,660.07 06/08/04 32,000 31.458 1,006,656.00 06/09/04 48,200 31.240 1,505,768.00 06/10/04 35,000 31.063 1,087,205.00 06/14/04 30,000 31.150 934,500.00 06/15/04 2,785 31.250 87,031.25 06/15/04 38,900 31.281 1,216,830.90 06/16/04 34,530 31.284 1,080,236.52 06/22/04 5,597 31.800 177,984.60 06/29/04 3,922 31.990 125,464.78 ----- ---------- TOTAL O/M PURCHASE 332,283 $10,368,911.21 ======= ============== - TOTAL ACTIVITY THIS PERIOD - SHARES TOTAL PURCHASED PURCHASE PRICE O/I Shares -0- -0- O/M Purchases 332,283 $10,368,911.21 ---------- -------------- TOTAL ACTIVITY 332,283 $10,368,911.21 ========== ============== SCHEDULE I to CERTIFICATE OF NOTIFICATION (#70-5943) of AMERICAN ELECTRIC POWER COMPANY, INC. For the Period April 1 - June 30, 2004 PAGE TWO CUMULATIVE SUMMARY OF TRANSACTIONS: - ORIGINAL ISSUE SHARES - SHARES TOTAL 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 - SHARES TOTAL ISSUED PURCHASE PRICE Totals from last report 28,787,981 $905,947,521.51 Transactions this period 332,283 $10,368,911.21 ----------- ---------------- Total Open Market Shares 29,120,264 $916,316,432.72 ========== =============== SCHEDULE II to CERTIFICATE OF NOTIFICATION (#70-5943) of AMERICAN ELECTRIC POWER COMPANY, INC. Summary of Plan Expenses For the year ended December 31, 2003 Fees and expenses of EquiServe, the Plan agent: Brokers' fees for purchase of shares $ 58,501 Participant Terminal System Charge (DTCC Chargebackfor settlement of open market trades) 1,616 Account maintenance charges * Postage 95,325 Printing expenses - DPR statement form, authorization cards, envelopes, and enclosing costs 27,024 ------ Total $182,466 -------- Average number of participants in the 65,886 Plan during the year * The fee paid the transfer agent does not separately identify the account maintenance charges for the DRP plan, however, we estimate the fee to be in the range of $5 per account.