**UNITED
STATES**


**SECURITIES
AND EXCHANGE COMMISSION**


**WASHINGTON,
D.C. 20549**


___________________




**FORM
10-K/A**




(Amendment
No. 1 to Form 10-K)


___________________


(Mark
One)





x
    ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


For the
fiscal year ended December 31, 2004





o
    TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


For the
transition period from __________ to_________





**Commission**
      **File
      Number**
    
    **Registrants;
      States of Incorporation;**
      **Address
      and Telephone Number**
    
    **I.R.S.
      Employer**
      **Identification
      Nos.**1-3525
    
    American
      Electric Power Company, Inc.
      (A New York Corporation)
    
    13-49226400-18135
    
    AEPGenerating
      Company(An
      Ohio Corporation)
    
    31-10338330-346
    
    AEPTexas
      Central Company(A
      Texas Corporation)
    
    74-05506000-340
    
    AEP
      Texas North Company(A
      Texas Corporation)
    
    75-06467901-3457
    
    Appalachian
      Power Company(A
      Virginia Corporation)
    
    54-01247901-2680
    
    Columbus
      Southern Power Company(An Ohio Corporation)
    
    31-41542031-3570
    
    Indiana
      Michigan Power Company(An
      Indiana Corporation)
    
    35-04104551-6858
    
    Kentucky
      Power Company(A
      Kentucky Corporation)
    
    61-02477751-6543
    
    Ohio
      Power Company(An Ohio Corporation)
    
    31-42710000-343
    
    Public
      Service Company of Oklahoma(An
      Oklahoma Corporation)
    
    73-04108951-3146
    
    Southwestern
      Electric Power Company(A
      Delaware Corporation)
    
    72-0323455All Registrants
    
    1
      Riverside Plaza, Columbus, Ohio 43215
      Telephone
      (614) 716-1000





Indicate
by check mark whether the registrants (1) have filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrants were
required to file such reports), and (2) have been subject to such filing
requirements for the past 90 days. Yes x .
No. o





Indicate
by check mark if disclosure of delinquent filers with respect to American
Electric Power Company, Inc. pursuant to Item 405 of Regulation S-K (229.405 of
this chapter) is not contained herein, and will not be contained, to the best of
registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. x





Indicate
by check mark if disclosure of delinquent filers with respect to Appalachian
Power Company, Indiana Michigan Power Company or Ohio Power Company pursuant to
Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant’s knowledge, in definitive
proxy or information statements of Appalachian Power Company or Ohio Power
Company incorporated by reference in Part III of this Form 10-K or any amendment
to this Form 10-K. x





Indicate
by check mark whether American Electric Power Company, Inc. is an accelerated
filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes x No o





Indicate
by check mark whether AEP Generating Company, AEP Texas Central Company, AEP
Texas North Company, Appalachian Power Company, Columbus Southern Power Company,
Indiana Michigan Power Company, Kentucky Power Company, Ohio Power Company,
Public Service Company of Oklahoma and Southwestern Electric Power Company are
accelerated filers (as defined in Rule 12b-2 of the Securities Exchange Act of
1934). Yes o No x





[AEP
Generating Company, AEP Texas North Company, Columbus Southern Power Company,
Kentucky Power Company and Public Service Company of Oklahoma meet the
conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K and are
therefore filing this Form 10-K with the reduced disclosure format specified in
General Instruction I(2) to such Form 10-K.]








**Securities
registered pursuant to Section 12(b) of the Act:**





**Registrant**
    
    **Title
      of each class**
    
    **Name
      of each exchange**
      **on
      which registered**AEP
      Generating Company
    
    NoneAEP
      Texas Central Company
    
    NoneAEP
      Texas North Company
    
    NoneAmerican
      Electric Power Company, Inc.
    
    Common
      Stock, $6.50 par value
    
    New
      York Stock Exchange9.25%
      Equity Units
    
    New
      York Stock ExchangeAppalachian
      Power Company
    
    NoneColumbus
      Southern Power Company
    
    NoneIndiana
      Michigan Power Company
    
    6%
      Senior Notes, Series D, Due 2032
    
    New
      York Stock ExchangeKentucky
      Power Company
    
    NoneOhio
      Power Company
    
    NonePublic
      Service Company of Oklahoma
    
    6%
      Senior Notes, Series B, Due 2032
    
    New
      York Stock ExchangeSouthwestern
      Electric Power Company
    
    None





**Securities
registered pursuant to Section 12(g) of the Act:**





**Registrant**
    **Title
      of each class**AEP
      Generating Company
    NoneAEP
      Texas Central Company
    4.00%
      Cumulative Preferred Stock, Non-Voting, $100 par value4.20%
      Cumulative Preferred Stock, Non-Voting, $100 par valueAEP
      Texas North Company
    NoneAmerican
      Electric Power Company, Inc.
    NoneAppalachian
      Power Company
    4.50%
      Cumulative Preferred Stock, Voting, no par valueColumbus
      Southern Power Company
    NoneIndiana
      Michigan Power Company
    4.125%
      Cumulative Preferred Stock, Non-Voting, $100 par valueKentucky
      Power Company
    NoneOhio
      Power Company
    4.50%
      Cumulative Preferred Stock, Voting, $100 par valuePublic
      Service Company of Oklahoma
    NoneSouthwestern
      Electric Power Company
    4.28%
      Cumulative Preferred Stock, Non-Voting, $100 par value4.65%
      Cumulative Preferred Stock, Non-Voting, $100 par value5.00%
      Cumulative Preferred Stock, Non-Voting, $100 par
value





**Aggregate
      market value of voting and non-voting common equity held by non-affiliates
      of****the
      registrants at**
      **December
      31, 2004**
    
    **Number
      of shares of common stock outstanding of the registrants
      at**
      **December
      31, 2004**AEP
      Generating Company
    
    None
    
    1,000($1,000
      par value)AEP
      Texas Central Company
    
    None
    
    2,211,678($25
      par value)AEP
      Texas North Company
    
    None
    
    5,488,560($25
      par value)American
      Electric Power Company, Inc.
    
    $13,593,768,974
    
    395,858,153($6.50
      par value)Appalachian
      Power Company
    
    None
    
    13,499,500(no
      par value)Columbus
      Southern Power Company
    
    None
    
    16,410,426(no
      par value)Indiana
      Michigan Power Company
    
    None
    
    1,400,000(no
      par value)Kentucky
      Power Company
    
    None
    
    1,009,000($50
      par value)Ohio
      Power Company
    
    None
    
    27,952,473(no
      par value)Public
      Service Company of Oklahoma
    
    None
    
    9,013,000($15
      par value)Southwestern
      Electric Power Company
    
    None
    
    7,536,640($18
      par value)








**Note
On Market Value Of Common Equity Held By Non-Affiliates**





American
Electric Power Company, Inc. owns, directly or indirectly, all of the common
stock of AEP Generating Company, AEP Texas Central Company, AEP Texas North
Company, Appalachian Power Company, Columbus Southern Power Company, Indiana
Michigan Power Company, Kentucky Power Company, Ohio Power Company, Public
Service Company of Oklahoma and Southwestern Electric Power Company (see Item 12
of the Form 10-K which this Form 10-K/A amends).















**This
combined Form 10-K/A is separately filed by AEP Generating Company, AEP Texas
Central Company, AEP Texas North Company, American Electric Power Company, Inc.,
Appalachian Power Company, Columbus Southern Power Company, Indiana Michigan
Power Company, Kentucky Power Company, Ohio Power Company, Public Service
Company of Oklahoma and Southwestern Electric Power Company. Information
contained herein relating to any individual registrant is filed by such
registrant on its own behalf. Except for American Electric Power Company, Inc.,
each registrant makes no representation as to information relating to the other
registrants.**





**You
can access financial and other information at AEP’s website, including AEP’s
Principles of Business Conduct (which also serves as a code of ethics applicable
to Item 10 of the Form 10-K which this Form 10-K/A amends), certain committee
charters and Principles of Corporate Governance. The address is www.AEP.com. AEP
makes available, free of charge on its website, copies of its annual report on
Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and
amendments to those reports filed or furnished pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable
after filing such material electronically or otherwise furnishing it to the
SEC.**

















**TABLE
OF CONTENTS**


**Item**
      **Number**
    
    **Page**
      **Number****Explanatory
      Note**
    1**9**
    **A**
    **Controls
      And Procedures**
    2**15**
    
    **Exhibits,
      Financial Statement Schedules**Signatures
    3Certifications
    E-1








**EXPLANATORY
NOTE**





This Form
10-K/A is being filed to amend and restate Item 9A of Part II of the combined
Annual Report on Form 10-K for the fiscal year ended December 31, 2004, which
was filed with the Securities and Exchange Commission on March 1, 2005 by
American Electric Power Company, Inc. (“AEP”), AEP Generating Company, AEP Texas
Central Company, AEP Texas North Company, Appalachian Power Company, Columbus
Southern Power Company, Indiana Michigan Power Company, Kentucky Power Company,
Ohio Power Company, Public Service Company of Oklahoma and Southwestern Electric
Power Company (each, together with AEP, a “Registrant” and collectively,
together with AEP, the “Registrants”). This amendment responds to certain
comments of the Staff of the Securities and Exchange Commission in connection
with its review of the Registrants’ Annual Report on Form 10-K for the fiscal
year ended December 31, 2004. This amendment supplements the definition of
disclosure controls and procedures and rephrases the language regarding changes
in internal controls implemented during the fourth quarter of 2004. In addition,
as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), new certifications by each Registrant’s principal
executive officer and principal financial officer are being filed as exhibits to
this Form 10-K/A under Item 15 of Part IV hereof.





For
purposes of this Form 10-K/A, and in accordance with Rule 12b-15 under the
Exchange Act, Item 9A of each Registrant’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2004 that was affected by this amendment, has
been amended and restated in its entirety. No attempt has been made in this Form
10-K/A to modify or update other disclosures as presented in the original Form
10-K.












**ITEM
9A.**  **CONTROLS
AND PROCEDURES**







During
2004, management, including the principal executive officer and principal
financial officer of each of American Electric Power Company, Inc. (“AEP”), AEP
Generating Company, AEP Texas Central Company, AEP Texas North Company,
Appalachian Power Company, Columbus Southern Power Company, Indiana Michigan
Power Company, Kentucky Power Company, Ohio Power Company, Public Service
Company of Oklahoma and Southwestern Electric Power Company (each, together with
AEP, a “Registrant” and collectively, together with AEP, the “Registrants”)
evaluated each respective Registrant’s disclosure controls and procedures.
Disclosure controls and procedures are defined as controls and other procedures
of the Registrants that are designed to ensure that information required to be
disclosed by the Registrants in the reports that they file or submit under the
Exchange Act are recorded, processed, summarized and reported within the time
periods specified in the Commission’s rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by the Registrants in the
reports that they file or submit under the Exchange Act is accumulated and
communicated to each Registrant’s management, including the principal executive
and principal financial officers, or persons performing similar functions, as
appropriate to allow timely decisions regarding required
disclosure.





As of
December 31, 2004, these officers concluded that the disclosure controls and
procedures in place are effective and provide reasonable assurance that the
disclosure controls and procedures accomplished their objectives. The
Registrants continually strive to improve their disclosure controls and
procedures to enhance the quality of their financial reporting and to maintain
dynamic systems that change as events warrant.





The only
change in the Registrants’ internal control over financial reporting (as such
term is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during
the fourth quarter of 2004 that materially affected, or is reasonably likely to
materially affect, the Registrants’ internal controls over financial
reporting, relates to AEP’s and AEP’s East Zone public utility subsidiaries’
integration with PJM on October 1, 2004, which resulted in our implementing and
modifying a number of business processes and controls to facilitate
participation in, and resultant settlement within, the PJM market.





Additional
information required by this item of AEP, as an accelerated filer, is
incorporated by reference to *Management’s
Report on Internal Controls over Financial Reporting* ,
included in AEP’s Annual Report on Form 10-K for the fiscal year ended December
31, 2004.







2





**ITEM
15.**  **EXHIBITS,
FINANCIAL STATEMENT SCHEDULES**





**SIGNATURES**





**Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.**








**American
      Electric Power Company, Inc.**By:
    /s/
      SUSAN TOMASKY**(Susan
      Tomasky, Executive Vice President****and
      Chief Financial Officer)**





Date: May
6, 2005





**Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.**





**Signature**
    
    **Title**
    
    **Date****(i)****Principal
      Executive Officer:***Michael
      G. Morris
    
    Chairman
      of the Board, President,
    
    May
      6, 2005Chief
      Executive Officerand
      Director**(ii)****Principal
      Financial Officer:**/s/Susan
      Tomasky
    
    Executive
      Vice President and
    
    May
      6, 2005**(Susan
      Tomasky)**
    
    Chief
      Financial Officer**(iii)****Principal
      Accounting Officer:**/s/Joseph
      M. Buonaiuto
    
    Senior
      Vice President, Controller and
    
    May
      6, 2005**(Joseph
      M. Buonaiuto)**
    
    Chief
      Accounting Officer**(iv)****A
      Majority of the Directors:***E.
      R. Brooks*Donald
      M. Carlton*John
      P. Desbarres*Robert
      W. Fri*William
      R. Howell*Lester
      A. Hudson, Jr.*Leonard
      J. Kujawa*Lionel
      L. Nowell, III*Richard
      L. Sandor*Donald
      G. Smith*Kathryn
      D. Sullivan





*By:
    /s/Susan
      Tomasky
    
    
    
    May
      6, 2005**(Susan
      Tomasky, Attorney-in-Fact)**





3





**SIGNATURES**





**Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized. The signature of the undersigned
company shall be deemed to relate only to matters having reference to such
company and any subsidiaries thereof.**








**AEP
      Generating Company**








By:
    /s/Susan
      Tomasky(Susan
      Tomasky, Vice President
      and
      Chief Financial Officer)





Date: May
6, 2005





**Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated. The signature of each of the undersigned
shall be deemed to relate only to matters having reference to the above-named
company and any subsidiaries thereof.**





**Signature**
    
    **Title**
    
    **Date****(i)****Principal
      Executive Officer:***Michael
      G. Morris
    
    Chairman
      of the Board,
    
    May
      6, 2005Chief
      Executive Officer and Director**(ii)****Principal
      Financial Officer:**/s/Susan
      Tomasky
    
    Vice
      President,
    
    May
      6, 2005**(Susan
      Tomasky)**
    
    Chief
      Financial Officer and Director**(iii)****Principal
      Accounting Officer:**/s/Joseph
      M. Buonaiuto
    
    Controller
      and
    
    May
      6, 2005**(Joseph
      M. Buonaiuto)**
    
    Chief
      Accounting Officer**(iv)****A
      Majority of the Directors:***
      THOMAS M. HAGAN*
      JOHN B. KEANE*ROBERT
      P. POWERS*STEPHEN
      P. SMITH





*By:
    /s/Susan
      Tomasky
    
    
    
    May
      6, 2005**(Susan
      Tomasky, Attorney-in-Fact)**








4





**SIGNATURES**





**Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized. The signature of the undersigned
company shall be deemed to relate only to matters having reference to such
company and any subsidiaries thereof.**





**AEP
      Texas Central Company****AEP
      Texas North Company****Public
      Service Company of Oklahoma****Southwestern
      Electric Power Company**








By:
    /s/Susan
      Tomasky**(Susan
      Tomasky, Vice President**
      **and
      Chief Financial Officer)**





Date: May
6, 2005





**Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated. The signature of each of the undersigned
shall be deemed to relate only to matters having reference to the above-named
company and any subsidiaries thereof.**





**Signature**
    
    **Title**
    
    **Date****(i)****Principal
      Executive Officer:***Michael
      G. Morris
    
    Chairman
      of the Board,
    
    May
      6, 2005Chief
      Executive Officer and Director**(ii)****Principal
      Financial Officer:**/s/Susan
      Tomasky
    
    Vice
      President,
    
    May
      6, 2005**(Susan
      Tomasky)**
    
    Chief
      Financial Officer and Director**(iii)****Principal
      Accounting Officer:**/s/Joseph
      M. Buonaiuto
    
    Controller
      and
    
    May
      6, 2005**(Joseph
      M. Buonaiuto)**
    
    Chief
      Accounting Officer**(iv)****A
      Majority of the Directors:***Carl
      L. English*thomas
      M. Hagan*John
      B. Keane*Venita
      McCellon-Allen*Robert
      P. Powers*Stephen
      P. Smith





*By:
    /s/Susan
      Tomasky
    
    
    
    May
      6, 2005**(Susan
      Tomasky, Attorney-in-Fact)**





5





**SIGNATURES**





**Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized. The signature of the undersigned
company shall be deemed to relate only to matters having reference to such
company and any subsidiaries thereof.**





**Appalachian
      Power Company****Columbus
      Southern Power Company****Kentucky
      Power Company****Ohio
      Power Company**








By:
    /s/Susan
      Tomasky**(Susan
      Tomasky, Vice President**
      **and
      Chief Financial Officer)**





Date: May
6, 2005





**Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated. The signature of each of the undersigned
shall be deemed to relate only to matters having reference to the above-named
company and any subsidiaries thereof.**





**Signature**
    
    **Title**
    
    **Date****(i)****Principal
      Executive Officer:***Michael
      G. Morris
    
    Chairman
      of the Board,
    
    May
      6, 2005Chief
      Executive Officer and Director**(ii)****Principal
      Financial Officer:**/s/Susan
      Tomasky
    
    Vice
      President,
    
    May
      6, 2005**(Susan
      Tomasky)**
    
    Chief
      Financial Officer and Director**(iii)****Principal
      Accounting Officer:**/s/Joseph
      M. Buonaiuto
    
    Controller
      and
    
    May
      6, 2005**(Joseph
      M. Buonaiuto)**
    
    Chief
      Accounting Officer**(iv)****A
      Majority of the Directors:***Carl
      L. English*John
      B. Keane*Holly
      K. Koeppel*Venita
      McCellon-Allen*Robert
      P. Powers*Stephen
      P. Smith





*By:
    /s/Susan
      Tomasky
    
    
    
    May
      6, 2005**(Susan
      Tomasky, Attorney-in-Fact)**








6





**SIGNATURES**





**Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized. The signature of the undersigned
company shall be deemed to relate only to matters having reference to such
company and any subsidiaries thereof.**








**Indiana
      Michigan Power Company**








By:
    /s/Susan
      Tomasky(Susan
      Tomasky, Vice President
      and
      Chief Financial Officer)





Date: May
6, 2005





**Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated. The signature of each of the undersigned
shall be deemed to relate only to matters having reference to the above-named
company and any subsidiaries thereof.**





**Signature**
    
    **Title**
    
    **Date****(i)****Principal
      Executive Officer:***Michael
      G. Morris
    
    Chairman
      of the Board,
    
    May
      6, 2005Chief
      Executive Officer and Director**(ii)****Principal
      Financial Officer:**/s/Susan
      Tomasky
    
    Vice
      President,
    
    May
      6, 2005**(Susan
      Tomasky)**
    
    Chief
      Financial Officer and Director**(iii)****Principal
      Accounting Officer:**/s/Joseph
      M. Buonaiuto
    
    Controller
      and
    
    May
      6, 2005**(Joseph
      M. Buonaiuto)**
    
    Chief
      Accounting Officer**(iv)****A
      Majority of the Directors:***K.
      G. Boyd*John
      E. Ehler*Carl
      L. English*Patrick
      C. Hale*Holly
      Keller Koeppel*David
      L. Lahrman*Marc
      E. Lewis*Venita
      McCellon-Allen*Susanne
      M. Moorman Rowe*Robert
      P. Powers*John
      R. Sampson





*By:
    /s/Susan
      Tomasky
    
    
    
    May
      6, 2005**(Susan
      Tomasky, Attorney-in-Fact)**
















7


**EXHIBIT
INDEX**





The
documents listed below are being filed on behalf of the Registrants.


**Exhibit**
      **Designation**
    ****
      **Nature
      of Exhibit****REGISTRANT:****AEP
      File No. 1-3525**31(a)
    Certification
      of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.31(b)
    Certification
      of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.32(a)
    Certification
      of Chief Executive Officer Pursuant to Section 1350 of Chapter 63 of Title
      18 of the United States Code.32(b)
    Certification
      of Chief Financial Officer Pursuant to Section 1350 of Chapter 63 of Title
      18 of the United States Code.**REGISTRANT:****AEGCo
      File No. 0-18135**31(c)
    Certification
      of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.31(d)
    Certification
      of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.32(a)
    Certification
      of Chief Executive Officer Pursuant to Section 1350 of Chapter 63 of Title
      18 of the United States Code.32(b)
    Certification
      of Chief Financial Officer Pursuant to Section 1350 of Chapter 63 of Title
      18 of the United States Code.**REGISTRANT:****APCo
      File No. 1-3457**31(c)
    Certification
      of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.31(d)
    Certification
      of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.32(a)
    Certification
      of Chief Executive Officer Pursuant to Section 1350 of Chapter 63 of Title
      18 of the United States Code.32(b)
    Certification
      of Chief Financial Officer Pursuant to Section 1350 of Chapter 63 of Title
      18 of the United States Code.**REGISTRANT:****CSPCo
      File No. 1-2680**31(c)
    Certification
      of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.31(d)
    Certification
      of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.32(a)
    Certification
      of Chief Executive Officer Pursuant to Section 1350 of Chapter 63 of Title
      18 of the United States Code.32(b)
    Certification
      of Chief Financial Officer Pursuant to Section 1350 of Chapter 63 of Title
      18 of the United States Code.**REGISTRANT:****I&M
      File No. 1-3570**31(c)
    Certification
      of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.31(d)
    Certification
      of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.32(a)
    Certification
      of Chief Executive Officer Pursuant to Section 1350 of Chapter 63 of Title
      18 of the United States Code.32(b)
    Certification
      of Chief Financial Officer Pursuant to Section 1350 of Chapter 63 of Title
      18 of the United States Code.**REGISTRANT:****KPCo
      File No. 1-6858**31(c)
    Certification
      of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.31(d)
    Certification
      of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.32(a)
    Certification
      of Chief Executive Officer Pursuant to Section 1350 of Chapter 63 of Title
      18 of the United States Code.32(b)
    Certification
      of Chief Financial Officer Pursuant to Section 1350 of Chapter 63 of Title
      18 of the United States Code.**REGISTRANT:****OPCo
      File No.1-6543**31(c)
    Certification
      of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.31(d)
    Certification
      of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.32(a)
    Certification
      of Chief Executive Officer Pursuant to Section 1350 of Chapter 63 of Title
      18 of the United States Code.32(b)
    Certification
      of Chief Financial Officer Pursuant to Section 1350 of Chapter 63 of Title
      18 of the United States Code.**REGISTRANT:****PSO
      File No. 0-343**31(c)
    Certification
      of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.31(d)
    Certification
      of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.32(a)
    Certification
      of Chief Executive Officer Pursuant to Section 1350 of Chapter 63 of Title
      18 of the United States Code.32(b)
    Certification
      of Chief Financial Officer Pursuant to Section 1350 of Chapter 63 of Title
      18 of the United States Code.**REGISTRANT:****SWEPCo
      File No. 1-3146**31(c)
    Certification
      of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.31(d)
    Certification
      of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.32(a)
    Certification
      of Chief Executive Officer Pursuant to Section 1350 of Chapter 63 of Title
      18 of the United States Code.32(b)
    Certification
      of Chief Financial Officer Pursuant to Section 1350 of Chapter 63 of Title
      18 of the United States Code.**REGISTRANT:****TCC
      File No. 0-346**31(c)
    Certification
      of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.31(d)
    Certification
      of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.32(a)
    Certification
      of Chief Executive Officer Pursuant to Section 1350 of Chapter 63 of Title
      18 of the United States Code.32(b)
    Certification
      of Chief Financial Officer Pursuant to Section 1350 of Chapter 63 of Title
      18 of the United States Code.**REGISTRANT:****TNC
      File No. 0-340**31(c)
    Certification
      of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.31(d)
    Certification
      of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.32(a)
    Certification
      of Chief Executive Officer Pursuant to Section 1350 of Chapter 63 of Title
      18 of the United States Code.32(b)
    Certification
      of Chief Financial Officer Pursuant to Section 1350 of Chapter 63 of Title
      18 of the United States Code.