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                                                                   EXHIBIT 3(B)

                               CODE OF REGULATIONS

                                       OF

                             AEP GENERATING COMPANY

                              (an Ohio Corporation)

                           (As Amended June 15, 2000)


                                    ARTICLE I

                                     OFFICES

    SECTION 1.  Principal  Office.  The  principal  office of the  corporation
shall be located at 1 Riverside Plaza, Columbus, Ohio 432l5.

    SECTION  2.  Other  Offices.  In  addition  to  its  principal  office,  the
corporation  may also have  offices at such other  places  within or without the
State of Ohio as the Board of Directors may from time to time determine.


                                   ARTICLE II

                                PLACE OF MEETINGS

    Special meetings of the shareholders and regular and special meetings of the
Board of  Directors  may be held at any place or places  within or  without  the
State of Ohio.

                                   ARTICLE III

                            MEETINGS OF SHAREHOLDERS

    SECTION 1. Annual  Meeting.  The annual meeting of the  shareholders  of the
corporation  for the purpose of electing  directors and  transacting  such other
business as may properly  come before the meeting shall be held at the principal
office of the corporation on the second Tuesday in February of each year, if not
a  legal  holiday,  but if a  legal  holiday,  then  on the  next  business  day
following.

    Upon due  notice  there may also be  considered  and acted upon at an annual
meeting  any matter  which  could  properly  be  considered  and acted upon at a
special meeting.

    At the annual  meeting,  or any other meeting of the  stockholders  at which
directors are to be elected,  the officers of the  corporation  shall lay before
the shareholders a statement of profit and loss and a balance sheet containing a
summary of the assets and  liabilities,  a summary of profits earned,  dividends
paid and other changes in the surplus account of the  corporation,  made up to a
date not more than four months  before said  meeting,  from the date up to which
the  last  preceding  statement,  account  and  balance  sheet  were  made up. A
certificate,   signed  by  the  Chairman  of  the  Board,  the  President  or  a
Vice-President  and by the Treasurer or an Assistant  Treasurer,  or by a public
accountant or firm of public accountants, shall be appended to such statement of
profit and loss and balance  sheet,  stating  that they are true and correct and
that  they  exhibit  a fair  view  of the  state  of the  corporation's  affairs
according to its books.

    The  officers of the  corporation  shall,  upon the  written  request of any
shareholder  made  after  notice  of any such  meeting,  forthwith  mail to such
requesting  shareholder a copy of such  statement of profit and loss and balance
sheet.

    SECTION 2.  Special  Meetings.  After  notice  given  pursuant to Section 3,
special  meetings of the  shareholders  may be held at any time upon call of the
Chairman of the Board,  the  President,  a  Vice-President,  the  Secretary,  an
Assistant Secretary, a majority of the Board of Directors acting with or without
a  meeting,  or of the  persons  who  hold  shares  entitling  them to  exercise
twenty-five per cent (25%) of the voting power of all the shares outstanding and
entitled to vote thereat or as provided in the Articles of  Incorporation.  Such
call shall state the time, place and purposes of the meeting.

    SECTION 3.  Notice of  Meeting.  Notice in writing of each annual or special
meeting  of  shareholders  shall  be  given  by the  Secretary  or  the  officer
performing his duties,  stating the time and place and the purposes thereof, and
a copy of such  notice  shall be served  upon or mailed to each  shareholder  of
record entitled to vote or entitled to notice, not more than sixty (60) days nor
less than ten (10) days before any such meeting. If mailed, it shall be directed
to a  shareholder  at  his  address  as it  appears  upon  the  records  of  the
corporation.

    All notices  with respect to any shares  issued to persons as joint  tenants
may be given to  whichever  of such  persons is named  first on the books of the
corporation and notice so given shall be sufficient notice to all such persons.

    Every  person  who by  operation  of law,  transfer,  or by any other  means
whatsoever  shall become entitled to any share shall be bound by every notice in
respect of such share which previously to the entry of his name and address upon
the books of the  corporation as the registered  holder of such share shall have
been given to the person from whom he derives  the title to such  share.  In the
event of the  transfer  of shares  after  notice has been given and prior to the
holding of the  meeting,  it shall not be  necessary  to serve  notice  upon the
transferee.  If any meeting,  annual or special, is adjourned to another time or
place,  no further notice as to such adjourned  meeting need be given other than
by announcement at the meeting at which such adjournment is taken.

    SECTION 4. Waiver of Notice.  Any  shareholder,  either  before or after any
meeting,  may waive in writing  any notice  required to be given by law or under
the Articles or under these  regulations;  and whenever all of the  shareholders
entitled to vote shall meet in person or by proxy,  such meeting  shall be valid
for all purposes  without call or notice,  and at such meeting any action may be
taken.

    SECTION 5. Record Date. Closing Books. The Board of Directors may fix a date
not exceeding  sixty (60) days preceding the date of any meeting of shareholders
or any dividend payment date or any date for the allotment of rights as a record
date for the  determination  of the  shareholders  entitled  to  notice  of such
meeting or to vote  thereat or to receive  such  dividends or rights as the case
may be, and may close the books of the  corporation  against  transfer of shares
during the whole or any part of such period  including  the time of such meeting
of the  shareholders  and any  adjournments  thereof.  If the Board of Directors
shall  not fix  such  record  dates as  aforesaid  or close  the  books  against
transfer,  the  shareholders  of record at the close of business on the 15th day
prior to the date of such  meeting or the date  fixed to  receive a dividend  or
right shall be the shareholders  entitled to notice of such meeting and entitled
to vote thereat and/or to receive such dividends or rights as the case may be.

    At any  meeting of  shareholders  a list of  shareholders  entitled to vote,
alphabetically  arranged,  showing the number and classes of shares held by each
on the date fixed or established for closing the books against  transfers or the
record date fixed or established,  as provided in this Section, certified by the
Secretary of the  corporation,  may be produced by such Secretary,  and shall be
produced on the request of any  shareholder,  and such list shall be prima facie
evidence of the ownership of shares and of the right of  shareholders to vote at
such meeting.

    SECTION 6. Quorum.  At any meeting,  the holders of shares entitling them to
exercise a majority of the voting power of the corporation, present in person or
represented by proxy, shall constitute a quorum for all purposes,  except as set
forth in the Articles or as otherwise provided by law. At any meeting at which a
quorum is  present,  all  questions  and  business  which  shall come before the
meeting shall be determined by the vote of the holders of shares  entitling them
to  exercise  a  majority  of the  voting  power of the  shares  represented  by
shareholders present in person or by proxy except when a different proportion is
required by law, the Articles or these  regulations.  At any meeting,  whether a
quorum is present or not,  the  holders of shares  entitling  them to exercise a
majority of the voting power of the shares  represented by shareholders  present
in  person  or by proxy may  adjourn  from time to time and from  place to place
without notice other than by  announcement  at the meeting;  provided,  however,
that such adjournment  shall not preclude any class of shareholders  from taking
any action which they may be entitled to take pursuant to the  provisions of the
Articles.

    SECTION  7.  Proxies.  Any  shareholder  of  record,  entitled  to  attend a
shareholders'  meeting  or to vote  thereat  or to  assent or give  consents  in
writing,  may be  represented  at such meeting or vote thereat or assent or give
consents in writing, as the case may be, or exercise any other of his rights, by
proxy or proxies which,  executed as hereinafter  provided,  shall be filed with
the Secretary of the corporation at or before such meeting.

    The  instrument  appointing  a proxy  shall be in writing  and signed by the
person making the appointment. A copy of a telegram, cablegram, wireless message
or  photogram  appearing  to  have  been  transmitted  by  a  shareholder,  or a
photographic,  photostatic or other  reproduction of a writing appearing to have
been signed by a shareholder,  appointing a proxy or proxies, shall be deemed to
be and may be accepted and recognized as a sufficient proxy writing.

     No  appointment  of a proxy shall be valid after the  expiration  of eleven
months after it is made, unless the writing specifies the date on which it is to
expire or the length of time it is to continue in force.

    The person so appointed need not be a shareholder. A vote in accordance with
the  terms of a proxy  shall  be valid  notwithstanding  the  previous  death or
incapacity of the principal or revocation of his  appointment or the transfer of
shares voted, unless notice in writing of such death, incapacity,  revocation or
transfer  shall have been  received  at the office of the  corporation  at least
twenty-four hours before the meeting. The presence of a shareholder at a meeting
shall not operate to revoke a proxy given by him unless and until notice of such
revocation is given to the corporation in writing or in open meeting.

    SECTION 8. Inspectors of Election. The Board of Directors of the corporation
may,  by  resolution  adopted  at a meeting  of the Board of  Directors  held in
advance of any meeting of shareholders,  appoint three Inspectors of Election to
act at such meeting of shareholders or any adjournment thereof. If Inspectors of
Election are not so  appointed,  the officer or person acting as chairman of any
such  shareholders'  meeting  shall  make such  appointment.  In case any person
appointed as an Inspector of Election  shall fail or refuse to appear or to act,
the vacancy may be filled by appointment  made at the  shareholders'  meeting by
the officer or person acting as chairman.

    The decision, act or certificate of a majority of the Inspectors of Election
shall be effective in all respects as the decision, act or certificate of all.

    The Inspectors of Election shall determine the number of shares outstanding,
the voting power of each, the shares  represented at the meeting,  the existence
of a quorum,  the authenticity,  validity and effect of proxies,  receive votes,
ballots, assents or consents, hear and determine all challenges and questions in
any way  arising in  connection  with the vote,  count and  tabulate  all votes,
assents and consents, determine and announce the result, and do such acts as may
be proper to conduct the election or vote with fairness to all  shareholders  of
the corporation.

    On request, the Inspectors of Election shall make a report in writing of any
challenge,  question  or  matter  determined  by them  and make  and  execute  a
certificate of any fact found by them.

    Any  certificate of the Inspectors of Election shall be prima facie evidence
of the facts stated therein and of the vote as certified by them.

    No Inspector of Election need be a shareholder of the corporation.

                                   ARTICLE IV

                                    DIRECTORS

    SECTION 1: Number of Directors. The Board of Directors shall consist of such
number not less than three nor more than fifteen members, as shall be fixed from
time to time by the Board of  Directors  or by the  shareholders  at the  annual
meeting or a special meeting. (As amended 6/15/2000)

    SECTION 2. Election of Directors. The election of directors shall take place
at the annual meeting of shareholders,  but if the annual meeting is not held or
directors are not elected thereat or if a class of shareholders  become entitled
to the election of directors  pursuant to the  provisions of the Articles,  they
may be elected at a special meeting called and held for that purpose.

    Within sixty days after his election, each director shall qualify either (a)
by  accepting  in writing  his  election  as a  director,  or (b) by acting at a
meeting of the Board of Directors.

    SECTION 3. Term of  Office.  Subject to the  provisions  of the  Articles,
directors  shall  hold  office  for one year and until  their  successors  are
chosen and qualified.

    Directors need not be shareholders of the corporation.

    SECTION  4.  Vacancies.  Subject  to the  provisions  of the  Articles,  the
remaining  directors,  though less than a majority of the whole board,  may by a
vote of a majority of this number fill any vacancy in the Board of Directors and
the person so elected  shall hold office  until an election to fill such vacancy
is had.  Subject to the  provisions  of the Articles,  shareholders  entitled to
elect  directors  shall have the right to fill any vacancy in the Board (whether
the same has been temporarily  filled by the remaining  directors or not) at any
meeting of the shareholders called for that purpose, and any director elected at
any such meeting of the  shareholders  shall serve until the next annual meeting
of shareholders and until his successor is chosen.

    Within the meaning of this section a vacancy or vacancies shall be deemed to
exist in case the shareholders shall increase the authorized number of directors
but shall  fail at the  meeting  at which  such  increase  is  authorized  or an
adjournment  thereof,  to elect the additional  directors so provided for, or in
case the  shareholders  fail at any time to elect the full number of  authorized
directors.


                                    ARTICLE V

                POWERS AND MEETINGS OF THE BOARD OF DIRECTORS

    SECTION  1.  General  Powers  of  Board.  The  powers  and  capacity  of the
corporation  shall  be  vested  in and its  authority  shall be  exercised,  its
business  and affairs  conducted  and its  property  controlled  by the Board of
Directors, subject nevertheless to the Articles and these regulations.

    SECTION  2.  Other  Powers.   Without  prejudice  to  the  general  powers
conferred by or implied in the last preceding section,  the directors,  acting
as a Board, shall have power,

      (a) To fix, define and limit the powers and duties of all officers; (b) To
      fix the salaries of all officers;  (c) To appoint, and at their discretion
      to remove, or suspend, such
subordinate  officers,  assistants,   managers,  agents  and  employees  as  the
directors may from time to time think fit and to determine  their duties and fit
their compensation;
      (d) To require  any  officer,  agent or  employee  of the  corporation  to
furnish a bond for faithful performance in such amount and with such sureties as
they may approve;
      (e)  To  designate  a  depositary  or  depositaries  of the  funds  of the
corporation and the officer or officers or other persons who shall be authorized
to  sign  notes,  checks,  drafts,   contracts,   deeds,  mortgages,  and  other
instruments on behalf of the corporation;
      (f) To appoint  and  remove  transfer  agents  and/or  registrars  for the
      corporation's  shares; (g) To authorize the payment of compensation to the
      Directors for
services to the  corporation,  including  fees for attendance at meetings of the
Board of Directors, and to determine the amount of such compensation and fees.

    SECTION 3. Meetings of the Board. A meeting of the Board of Directors may be
held  immediately  following the  adjournment of each  shareholders'  meeting at
which directors are elected, and notice of such meeting need not be given.

    The Board of  Directors  may,  by  resolution,  provide  for  other  regular
meetings of the Board. Special meetings of the Board of Directors may be held at
any  time  upon  call  of  the  Chairman  of  the  Board,   the   President,   a
Vice-President, or any two members of the Board.

    Notice in writing of meetings of the Board of  Directors  shall be delivered
personally  to  each  director  or  sent to each  director  by  mail,  telegram,
cablegram  or  radiogram  at least two (2) days prior to the  meeting,  but such
notice may be waived by any director either before or after the holding thereof.
The notice  need not  specify  the  purpose  of the  meeting.  Unless  otherwise
indicated in the notice  thereof,  any business may be transacted at any regular
or special meeting.

    Meetings of the Board of Directors may be held at its principal office or at
any other place or places within or without the State of Ohio.

    Meetings of the Board shall be presided  over by the  Chairman of the Board,
or,  in his  absence,  by the  President,  or,  in the  absence  of  both,  by a
Vice-President,  or, if none of such  officers is  present,  by a chairman to be
elected at the meeting.  The Secretary of the corporation shall act as Secretary
of such meeting if present. In his absence the chairman may appoint a Secretary.

    SECTION 4. Quorum.  A majority of the Board of Directors shall  constitute a
quorum for the  transaction  of business,  provided  that  whenever  less than a
quorum is present at the time and place  appointed for any meeting of the Board,
a majority of those  present may adjourn the meeting  from time to time  without
notice  other  than by  announcement  at the  meeting  until a  quorum  shall be
present.


                                   ARTICLE VI

                                    OFFICERS

SECTION 1. General Provisions.  The Board of Directors shall choose a President,
a Secretary and a Treasurer and may also choose a Chairman of the Board,  one or
more Vice Presidents,  Assistant  Secretaries and Assistant  Treasurers and such
other officers as may be deemed  necessary.  The Chairman of the Board,  if any,
shall be,  but the  other  officers  may or may not be,  chosen  from  among the
members of the Board of Directors.  Any two or more of such offices,  other than
that of President and Vice  President,  Secretary and  Assistant  Secretary,  or
Treasurer  and  Assistant  Treasurer,  may be held by the  same  person,  but no
officer shall  execute,  acknowledge  or verify any  instrument in more than one
capacity.

SECTION 2. Term of Office.  The  officers of the  corporation  shall hold office
during the pleasure of the Board of Directors and unless  sooner  removed by the
Board of  Directors,  until the  organization  meeting of the Board of Directors
following the date of their  election or until their  successors  are chosen and
qualified.

  The Board of  Directors  may  remove  any  officer at any time with or without
cause, by a majority vote.

  A vacancy  in any  office,  however  created,  shall be filled by the Board of
Directors.

SECTION 3. Duties of Officers.  The officers of the corporation  shall have such
duties as usually  pertain to their offices,  except as modified by the Board of
Directors  and shall also have such other  powers and duties as may be conferred
or enjoined upon them by the Board of Directors or by law.


                                   ARTICLE VII

                          EXECUTIVE AND OTHER COMMTTEES

  The  board of  directors  may  create  an  executive  committee  or any  other
committee or  committees of the board,  and may authorize the  delegation to any
such  committee  of any of the  powers of the board and may define the extent to
which such powers may be delegated.

  Any such  committee  shall be composed of members of and shall be appointed by
the board of directors to serve until otherwise ordered,  and any such committee
shall act only in the intervals  between  meetings of the board of directors and
shall be  subject  at all times to the  control  and  direction  of the board of
directors.

  Unless  otherwise  provided  in the  regulations  or  ordered  by the board of
directors,  any such committee may act by a majority of its members at a meeting
or by a writing signed by all its members.

  An act, or  authorization of an act, by any such committee within the scope of
the power  delegated to it, shall be as effective for all purposes as the act or
authorization of the board of directors.


                                  ARTICLE VIII

                            TRANSACTIONS OF DIRECTORS

    A director of this corporation  shall not be disqualified by his office from
dealing or contracting with this corporation either as a vendor,  purchaser,  or
otherwise,  nor shall any transaction or contract of this corporation be void or
voidable  by  reason  of the fact  that any  director  or any firm of which  any
director is a member or any  corporation  of which any director is a shareholder
or director, is in any way interested in such transaction or contract,  provided
that  such  transaction  or  contract  is or shall be  authorized,  ratified  or
approved  either  (1) by a vote  of a  majority  of a  quorum  of the  Board  of
Directors without counting in such majority of quorum any director so interested
or member of a firm so interested or a shareholder  or director of a corporation
so  interested,  or (2) by vote at any  stockholders'  meeting of the holders of
record of shares  entitled to exercise a majority of the voting power of all the
outstanding  shares of stock of this corporation  entitled to vote or by writing
or writings  signed by holders of shares entitled to exercise such a majority of
voting  power;  nor shall any director be liable to account to this  corporation
for any  profits  realized  by him  from or  through  any such  transaction,  or
contract of this  corporation  authorized,  ratified or approved as aforesaid by
reason  of  the  fact  that  he or any  firm  of  which  he is a  member  or any
corporation  of which he is a shareholder  or director,  was  interested in such
transaction or contract.  Nothing herein contained shall create any liability in
the  events  above  described  or prevent  the  authorization,  ratification  or
approval  of such  contracts  in any other  manner  provided  by law;  nor shall
anything  herein  be  considered  as in any  way  affecting  the  rights  of the
corporation or of any person  interested,  on account of any fraud in connection
with any such transaction.


                                   ARTICLE IX

                                 IDEMNIFICATION

    SECTION 1. Actions by Third Parties. To the fullest extent permitted by law,
the  corporation  shall  indemnify  any  person  who  was  or is a  party  or is
threatened to be made a party to any threatened,  pending,  or completed action,
suit,   or   proceeding   (formal  or  informal),   whether   civil,   criminal,
administrative,  or investigative,  including all appeals (other than an action,
suit or proceeding by or in the right of the  corporation) by reason of the fact
that such person,  such person's  testator or interstate,  is or was a director,
officer,  or employee of the  corporation,  or of any subsidiary or affiliate of
the  corporation,  or is or was serving at the request of the  corporation  as a
director,  trustee,  officer,  partner,  or  employee  of  another  corporation,
partnership,  joint venture,  trust,  employee benefit plan or other enterprise,
against  expenses  (including  attorney's  fees),   judgments,   decrees,  tines
(including excise taxes), penalties, and amounts paid in settlement actually and
reasonably  incurred by such person in  connection  with such action,  suit,  or
proceeding  and all  expenses  and  attorney's  fees  incurred  in  successfully
asserting a claim for indemnification pursuant to this Section 1, if such person
acted in good faith and in a manner such person reasonably  believed to be in or
not opposed to the best  interests of the  corporation  and, with respect to any
criminal  action or  proceeding,  had no reasonable  cause to believe his or her
conduct was  unlawful.  The  termination  of any action,  suit, or proceeding by
judgment,  order, settlement,  conviction,  or upon a plea of nolo contendere or
its equivalent,  shall not, of itself,  create a presumption that the person did
not act in good faith and in a manner such person  reasonably  believed to be in
or not opposed to the best interest of the corporation, and, with respect to any
criminal action or proceeding,  that such person had reasonable cause to believe
that his or her conduct was unlawful.

    SECTION 2.  Actions By or In the Right of the  Corporation.  To the  fullest
extent  permitted by law, the corporation  shall indemnify any person who was or
is a party or is threatened to be made a party, to any threatened,  pending,  or
completed  action  or suit,  including  all  appeals,  by or in the right of the
corporation to procure a judgment in its favor,  by reason of the fact that such
person, such person's testator or intestate,  is or was a director,  officer, or
employee  of  the  corporation,  or is or was  serving  at  the  request  of the
corporation as a director,  trustee,  officer,  partner,  or employee of another
corporation,  partnership,  joint venture, trust, employee benefit plan or other
enterprise, against expenses (including attorney's fees) actually and reasonably
incurred by such person in  connection  with the defense or  settlement  of such
action or suit and all expenses and  attorney's  fees  incurred in  successfully
asserting a claim for indemnification pursuant to this Section 2, if such person
acted in good faith and in a manner such person reasonably  believed to be in or
not  opposed  to  the  best  interests  of  the  corporation,   except  that  no
indemnification shall be made in respect of any of the following:

      (a) any  claim,  issue,  or matter  as to which  such  person  is  finally
adjudged to be liable for negligence or misconduct in the  performance of his or
her duty to the  corporation  unless  and only to be  extent  that the  court of
common  pleas or the court in which such action or suit was  brought  determines
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnity  for such  expenses  as the court of common  pleas or such other court
shall deem proper;
      (b) any  action or suit in which  the only  liability  asserted  against a
director is pursuant to Section 1701.95 of the Ohio Revised Code.

    SECTION 3. Method of Determining Whether Standards for Indemnification  Have
Been  Met.  In any  case  in  which  a  director,  officer  or  employee  of the
corporation  (or a  representative  of the estate of such  director,  officer or
employee)  requests  indemnification,  upon such  person's  request the Board of
Directors  shall meet within sixty (60) days  thereof to determine  whether such
person is eligible for  indemnification  in  accordance  with the  standards set
forth in Sections 1 and 2 of this Article IX. Such  determination  shall be made
as follows:

      (a) by a majority  vote of a quorum  consisting  of directors who were not
and are not parties to or  threatened  with the action,  suit or  proceeding  in
respect of which indemnification is sought; or
      (b) if the  quorum  described  in  division  (a) of this  Section 3 is not
obtainable or if a majority vote of such quorum so directs, in a written opinion
by independent legal counsel other than an attorney, or a firm having associated
with it an attorney,  who has been retained by or who has performed services for
the corporation, or any person to be indemnified, within the past five years; or
      (c) by the shareholders; or
      (d) by the court of  common  pleas or the  court in which  such  action,
suit or proceeding was brought; or
      (e) if the person seeking  indemnification  is neither a director nor an
officer of the corporation, by the Chairman of the Board.

Notification  of any  determination  made by the  disinterested  directors under
division (a) of this Section 3 or by  independent  legal counsel under  division
(b) of this Section 3 shall be  delivered as required by the Ohio Revised  Code.
Notwithstanding   the   foregoing,    a   determination   of   eligibility   for
indemnification may be made in any manner permitted by law.

    SECTION 4. Advancement of Expenses.  To the fullest extent permitted by law,
the corporation shall promptly advance expenses,  including  attorney's fees, as
they are incurred by any person who was or is a party or threatened to be made a
party to any  threatened,  pending,  or  completed  action,  suit or  proceeding
(formal or informal), whether civil, criminal,  administrative or investigative,
including  all  appeals  and  whether by or in the right of the  corporation  or
otherwise,  by reason of the fact that such person,  such  person's  testator or
intestate, is or was a director,  officer or employee of the corporation,  or of
any  subsidiary  or  affiliate of the  corporation,  or is or was serving at the
request of the corporation as a director, trustee, officer, partner, or employee
of another corporation, partnership, joint venture, trust, employee benefit plan
or other  enterprise,  upon request of such person and receipt of an undertaking
by or on behalf of such director,  officer or employee to repay amounts advanced
to the extent that it is ultimately determined that such person was not eligible
for indemnification in accordance with the standards set forth in Sections 1 and
2 of this Article IX.

    SECTION 5. Contract rights, Non-exclusivity of Indemnification,  Contractual
Indemnification.  The foregoing provisions of this Article IX shall be deemed to
be a contract between the corporation and each director,  officer or employee of
the  corporation,  or its  subsidiaries or affiliates,  and any  modification or
repeal of this Article IX or such provisions of the Ohio General Corporation Law
shall not diminish any rights or obligations existing prior to such modification
or repeal with respect to any action or  proceeding  theretofore  or  thereafter
brought;  provided,  however, that the right of indemnification provided in this
Article  IX shall  not be  deemed  exclusive  of any  other  rights to which any
director,  officer or employee of the corporation may now be or hereafter become
entitled apart from this Article IX, under any applicable law including the Ohio
General Corporation Law.  Irrespective of the provisions of this Article IX, the
Board  of   Directors   may,  at  any  time  or  from  time  to  time,   approve
indemnification of directors,  officers,  employees or agents to the full extent
permitted by the Ohio General Corporation Law at the time in effect,  whether on
account  of  past  or  future  actions  or  transactions.   Notwithstanding  the
foregoing,  the corporation shall enter into such additional contracts providing
for  indemnification  and  advancement of expenses with  directors,  officers or
employees of the  corporation or its  subsidiaries or affiliates as the Board of
Directors shall authorize, provided that the terms of any such contract shall be
consistent with the provisions of the Ohio General Corporation Law.

    SECTION 6.  Miscellaneous  Provisions.  As used in this Article IX, the term
"employee"  shall  include,  without  limitation,  any  employee,  including any
professionally  licensed  employee,  of the  corporation.  Such term  shall also
include, without limitation, any employee, including any professionally licensed
employee,  of a  subsidiary  or affiliate  of the  corporation  who is acting on
behalf of the corporation.

    The  indemnification  provided  by this  Article  IX shall be  limited  with
respect to directors, officers and controlling persons to the extent provided in
any  undertaking  entered  into  by  the  corporation  or  its  subsidiaries  or
affiliates,  as required by the Securities and Exchange  Commission  pursuant to
any  rule  or  regulation  of the  Securities  and  Exchange  Commission  now or
hereafter in effect.

    The corporation may purchase and maintain  insurance on behalf of any person
described in this Article IX against any liability which may be asserted against
such person  whether or not the  corporation  would have the power to  indemnify
such person  against such  liability  under the provisions of this Article IX or
otherwise.

   If any  provision  of this Article IX shall be found to be invalid or limited
in  application  by reason of any law,  regulation or  proceeding,  it shall not
affect any other provision or the validity of the remaining provisions hereof.

    The  provisions of this Article IX shall be  applicable to claims,  actions,
suits or  proceedings  made,  commenced or pending  after the  adoption  hereof,
whether  arising  from acts or omissions  to act  occurring  before or after the
adoption hereof.


                                    ARTICLE X

                             CERTIFICATES FOR SHARES

    SECTION I. Form and  Execution.  Certificates  for  shares,  certifying  the
number and class of fully paid shares owned, shall be issued to each shareholder
in such form as shall be approved by the Board of Directors.  Such  certificates
shall be signed by the Chairman of the Board,  the President or a Vice-President
and by the Secretary or an Assistant  Secretary or the Treasurer or an Assistant
Treasurer;  provided,  however, that if such certificates are countersigned by a
transfer agent, who is not an employee of the  corporation,  and by a registrar,
the  signatures  of any such  officers  of the  corporation  and the seal of the
corporation  upon such  certificates  may be  facsimiles,  engraved,  stamped or
printed.  In case any  officer  or  officers  who  shall  have  signed  or whose
facsimile  signature or signatures  shall have been used,  printed or stamped on
any such certificate or certificates  shall cease to be such officer or officers
of the corporation,  whether because of death, resignation or otherwise,  before
such  certificate or certificates  shall have been delivered by the corporation,
such certificate or certificates,  when authenticated by the endorsement thereon
of the signature of a transfer agent or registrar,  may  nevertheless be adopted
and used by the  corporation and be issued and delivered as though the person or
persons who signed such certificate or certificates or whose facsimile signature
or signatures  shall have been used thereon had not ceased to be such officer or
officers of the corporation.

    SECTION 2. Lost, Mutilated or Destroyed Certificates. If any certificate for
shares is lost, mutilated or destroyed, the Board of Directors may authorize the
issue of a new certificate in place thereof upon such terms and conditions as it
may deem advisable. The Board of Directors in its discretion may refuse to issue
such new certificate, save upon the order of a court having jurisdiction.


                                   ARTICLE XI

                                   FISCAL YEAR

    The fiscal  year of the  corporation  shall end on the  thirty-first  day of
December in each year, or on such other day as may be fixed from time to time by
the Board of Directors.


                                   ARTICLE XII

                                      SEAL

    The seal of the  corporation  shall be  circular in form with the words "AEP
Generating Company", and the date "1982" surrounding the words "Corporate Seal."
If deemed  advisable by the Board of Directors,  duplicate seals may be provided
and kept for the necessary purposes of the corporation.


                                  ARTICLE XIII

                                   AMENDMENTS


    This Code of Regulations may be changed,  added to, amended,  or repealed at
any meeting of shareholders  called for that purpose by the affirmative  vote of
the  holders of record of shares  entitling  them to  exercise a majority of the
voting power on such proposal,  or without a meeting,  by the written consent of
holders of record of shares  entitling them to exercise  two-thirds (2/3) of the
voting power on such proposal.