EXHIBIT
31.(b)
 CERTIFICATION
PURSUANT TO SECTION 302
 OF THE
SARBANES-OXLEY ACT OF 2002
  I, Susan
Tomasky, certify that:
  1. I have
reviewed this Amendment No. 1 to the annual report on Form 10-K/A
of:
 
 American
Electric Power Company, Inc.
 
 2.
    Based
      on my knowledge, this report does not contain any untrue statement of a
      material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were made, not misleading with respect to the period covered by this
      report;
 
 3.
    The
      registrant’s other certifying officers and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules13a-15(e)
      and 15d-15(e))
      and internal control over financial reporting (as defined in Exchange Act
      Rules 13a-15(f) and 15d-15(f)), for the registrant and we
      have:
 
 a.
    Designed
      such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under our supervision, to ensure
      that material information relating to the registrant, including its
      consolidated subsidiaries, is made known to us by others within those
      entities, particularly during the period in which this report is being
      prepared;
 
 b.
    Designed
      such internal control over financial reporting, or caused such internal
      control over financial reporting to be designed under our supervision, to
      provide reasonable assurance regarding the reliability of financial
      reporting and the preparation of financial statements for external
      purposes in accordance with generally accepted accounting
      principles;
 
 c.
    Evaluated
      the effectiveness of the registrant’s disclosure controls and procedures
      and presented in this report our conclusions about the effectiveness of
      the disclosure controls and procedures, as of the end of the period
      covered by this report based on such evaluations;
and
 
 d.
    Disclosed
      in this report any change in the registrant’s internal control over
      financial reporting that occurred during the registrant’s most recent
      fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
      annual report) that has materially affected, or is reasonably likely to
      materially affect, the registrant’s internal control over financial
      reporting; and
 
 4.
    The
      registrant’s other certifying officers and I have disclosed, based on our
      most recent evaluationof
      internal control over financial reporting,
      to the registrant’s auditors and the audit committee of registrant’s board
      of directors (or persons performing the equivalent
    function):
 
 a.
    All
      significant deficienciesand
      material weaknessesin
      the design or operation of internalcontrol
      over financial reporting which are reasonably likely to adversely affect
      the registrant’s ability to record, process, summarize and report
      financial information;
      and
 
 b.
    Any
      fraud, whether or not material, that involves management or other
      employees who have a significant role in the registrant’s internal controlover
      financial reporting.
 
 
 
 Date: May
6, 2005  By: /s/
Susan Tomasky
 Susan
Tomasky
 Chief
Financial Officer