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###### Securities and Exchange Commission

          - [Release No. 35-27277]

Notice is hereby given that the following filings(s) has/have been made with the Commission pursuant to provisions of the Act and rules promulgated under the Act. All interested persons are referred to the application(s) and/or declaration(s) for complete statements of the proposed transaction(s) summarized below. The application(s) and/or declaration(s) and any amendment(s) is/are available for public inspection through the Commission's Branch of Public Reference.

                    Interested persons wishing to comment or request a hearing on the application(s) and/or declaration(s) should submit their views in writing by December 8, 2000, to the Secretary, Securities and Exchange Commission, Washington, D.C. 20549-0609, and serve a copy on the relevant applicant(s) and/or declarants(s) at the address(es) specified below. Proof of service (by affidavit or, in the case of an attorney at law, by certificate) should be filed with the request. Any request for hearing should identify specifically the issues of facts or law that are disputed. A person who so requests will be notified of any hearing, if ordered, and will receive a copy of any notice or order issued in the matter. After December 8, 2000, the application(s) and/or declaration(s), as filed or as amended, may be granted and/or permitted to become effective.                           ( print page 69799)    

## American Electric Power Company, Inc. (70-8429)

American Electric Power Company, Inc. (“AEP”), a registered holding company, and its wholly owned subsidiary, AEP Resources, Inc. (“Resources”, and together with AEP, “Applicants”), both located at 1 Riverside Plaza, Columbus, Ohio 43215, have filed a post-effective amendment under sections 6(a), 7, 9(a), 10, 12(b), 32 and 33 of the Act and rules 45 and 53 under the Act to their application-declaration previously filed under the Act. 

                    By orders dated December 22, 1994, May 10, 1996 and April 27, 1998 (“Prior Orders”) (HCAR Nos. 26200, 26516 and 26864), the Commission authorized AEP and Resources to, among other things, issue debt and equity securities (“Securities”) [1]                                          through December 31, 2000, for investment in “exempt wholesale generators” (“EWGs”) and “foreign utility companies” (“FUCOs”), as defined in sections 32 and 33 of the Act. AEP and Resources were also authorized to acquire the securities of one or more companies (“Project Parents”) that directly or indirectly hold the securities of one or more EWGs or FUCOs (“Power Projects”). The Prior Orders also provided authority for AEP to guarantee the obligations of Resources, for AEP and Resources to guarantee the obligations of one or more Project Parents or Power Projects, and for Project Parents to guarantee the obligations of their Power Projects [2]                                          all in an aggregate amount which, together with the proceeds of the Securities, would not exceed 100% of AEP's consolidated retained earnings, as defined in rule 53(a) under the Act (“Investment Limitation”).                

By order dated June 14, 2000 (HCAR No. 27186), the Commission approved the merger of AEP and Central and South West Corporation “CSW”), a registered holding company. In the order, the Commission also increased the Investment Limitation to allow AEP to issue and sell Securities and provide guarantees in an amount of up to 100% of AEP and CSW's combined consolidated retained earnings after giving effect to the merger (“Modified Investment Limitation”).

                    The Applicants now request authority for AEP to extend, through June 30, 2005 and within the Modified Investment Limitation, AEP's authority under the Prior Orders to issue and sell Securities and to guarantee the indebtedness and other financial commitments of Resources, Project Parents and Power Projects for investments in EWGs and FUCOs. The Applicants separately request authority, through June 30, 2005, for Resources to guarantee obligations, other than indebtedness, [3]                                          of Project Parents and Power Projects, and for Project Parents to guarantee obligations of Power Projects, other than indebtedness, each in amounts not exceeding $3 billion outstanding at any time.                 

For the Commission, by the Division of Investment Management, under delegated authority.

Margaret H. McFarland, 

Deputy Secretary.

# Footnotes

1.                             In particular, AEP was authorized to issue and sell up to ten million shares of its common stock and to incur short-term debt in the form of notes issued to banks and commercial paper. Resources was authorized to incur short-term and long-term debt. The Applicants state that, because of the adoption of rule 52, any securities issuance by any associate company, other than AEP, constitutes an exempt transaction under the rule.                    
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2.                             The Prior Orders provided that AEP could guarantee Resources' issuance of long-term notes having terms of not less than nine months nor more than twenty years, bearing interest at a fixed rate, a fluctuating rate or a combination of fixed and fluctuating rates. AEP was authorized also to guarantee borrowings by Resources under lines of credit that would generally bear interest at an annual rate not greater than the prime commercial rate in effect from time to time. Finally, the prior Orders authorized AEP to guarantee the issuance and sale of commercial paper by Resources maturing not more than 270 days from the date of issuance.                    
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3.                             The Applicants state that guarantees by AEP subsidiaries of indebtedness is exempt under rules 45 and 52.                    
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[FR Doc. 00-29598 Filed 11-17-00; 8:45 am]

BILLING CODE 8010-01-M