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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000004904-03-000197.txt : 20030515
<SEC-HEADER>0000004904-03-000197.hdr.sgml : 20030515
<ACCEPTANCE-DATETIME>20030515091117
ACCESSION NUMBER:		0000004904-03-000197
CONFORMED SUBMISSION TYPE:	S-3MEF
PUBLIC DOCUMENT COUNT:		4
<REFERENCE-462B>333-58540
FILED AS OF DATE:		20030515
EFFECTIVENESS DATE:		20030515

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AMERICAN ELECTRIC POWER CO INC
		CENTRAL INDEX KEY:			0000004904
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRIC SERVICES [4911]
		IRS NUMBER:				134922640
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-3MEF
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-105243
		FILM NUMBER:		03701170

	BUSINESS ADDRESS:	
		STREET 1:		1 RIVERSIDE PLZ
		CITY:			COLUMBUS
		STATE:			OH
		ZIP:			43215
		BUSINESS PHONE:		6142231000

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	KINGSPORT UTILITIES INC
		DATE OF NAME CHANGE:	19660906
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-3MEF
<SEQUENCE>1
<FILENAME>aeps-3.txt
<DESCRIPTION>AEP 462B S-3
<TEXT>
                                                   Registration No. 333-______

- ------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                --------------------
                                    FORM S-3
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                      American Electric Power Company, Inc.
             (Exact name of registrant as specified in its charter)


New York                                                         13-4922640
(State or other jurisdiction                                  (I.R.S. Employer
of incorporation or organization)                          Identification No.)

1 Riverside Plaza
Columbus, Ohio                                                      43215
(Address of principal executive offices)                          (Zip Code)


       Registrant's telephone number, including area code: (614) 716-1000


                          GEOFFREY S. CHATAS, Treasurer
           JEFFREY D. CROSS, Senior Vice President and General Counsel
                   AMERICAN ELECTRIC POWER SERVICE CORPORATION
                                1 Riverside Plaza
                              Columbus, Ohio 43215
                                 (614) 716-1580
               (Names, addresses and telephone numbers, including
                        area code, of agents for service)

         It is respectfully requested that the Commission send copies of
                   all notices, orders and communications to:

Simpson Thacher & Bartlett                     Dewey Ballantine LLP
425 Lexington Avenue                           1301 Avenue of the Americas
New York, NY 10017-3909                        New York, NY 10019-6092
Attention:  James M. Cotter                    Attention:  E. N. Ellis, IV
                              --------------------

      Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of the Registration Statement.

                              --------------------


   If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

   If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [x]

   If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [x] 333-58540

   If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

   If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

                                --------------------

                   CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------
   Title of
  Each Class                   Proposed      Proposed
      Of                        Maximum      Maximum
  Securities      Amount       Offering      Aggregate    Amount of
    to be          to be         Price       Offering    Registration
  Registered    Registered     Per Unit*      Price*         Fee

- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
    Senior
    Notes      $50,000,000       100%      $50,000,000    $ 4,045
- ----------------------------------------------------------------------
*Estimated solely for purposes of calculating the registration fee.

                                --------------------


                 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

       This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form S-3 (Reg. No. 333-58540) filed by American Electric Power
Company, Inc. with the Securities and Exchange Commission (the "Commission")
including the exhibits thereto, and declared effective by the Commission on
April 19, 2001 is incorporated by reference into this Registration Statement.


                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Columbus and State of Ohio, on the 15th day of May,
2003.

                          AMERICAN ELECTRIC POWER COMPANY, INC.

                          E. Linn Draper, Jr.*
                            Chairman of the Board and
                          Chief Executive Officer

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.

          Signature                      Title                          Date

(i) Principal Executive
      Officer                Chairman of the Board
                              and Chief Executive
    E. Linn Draper, Jr.*            Officer                        May 15, 2003

(ii) Principal Financial
       Officer:
                            Vice President, Secretary
_/s/ Susan Tomasky____      and Chief Financial Officer            May 15, 2003
Susan Tomasky

(iii) Principal Accounting
         Officer:
_/s/ J. M. Buonaiuto__            Controller                       May 15, 2003
J. M. Buonaiuto

(iv) A Majority of the Directors:

      *E. R. Brooks                       *Lester A. Hudson, Jr.
      *Donald M. Carlton                  *Leonard J. Kujawa
      *John P. DesBarres                  *Richard L. Sandor
      *E. Linn Draper, Jr.                *Thomas V. Shockley, III
      *Robert W. Fri                      *Donald G. Smith
      *William R. Howell                  *Linda Gillespie Stuntz

                                                                   May 15, 2003

*By_/s/ Susan Tomasky_
(Susan Tomasky, Attorney-in-Fact)



                                  EXHIBIT INDEX

      The following exhibits are filed herewith.

Exhibit No.                               Description

* 5        Opinion of Simpson Thacher & Bartlett

*23(a)     Consent of Deloitte & Touche LLP

 23(b)     Consent of Simpson Thacher & Bartlett (included in Exhibit 5)

*24        Powers of Attorney and resolutions of the Board of Directors
           of the Company


*  Filed herewith


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>exh5.txt
<DESCRIPTION>STB OPN
<TEXT>


                                                         Exhibit 5






                                          May 14, 2003


American Electric Power Company, Inc.
1 Riverside Plaza
Columbus, Ohio  43215

Ladies and Gentlemen:

           We have acted as counsel to American Electric Power Company, Inc.,
a New York corporation (the "Company"), in connection with the Registration
Statement on Form S-3 (the "Registration Statement") filed by the Company
with the Securities and Exchange Commission (the "Commission") pursuant to
Rule 462(b) under the Securities Act of 1933, as amended, with respect to the
additional registration of its Unsecured Notes (the "Securities") such
Securities being of the same class as included in the earlier Registration
Statement on Form S-3 (No. 333-58540).  The Securities will be issued under
an indenture (the "Indenture") between the Company and The Bank of New York,
as Trustee.

           We have examined the Registration Statement and the Indenture which
has been filed with the Commission as an exhibit to the Registration
Statement.  We also have examined the originals, or duplicates or certified
or conformed copies, of such records, agreements, instruments and other
documents and have made such other and further investigations as we have
deemed relevant and necessary in connection with the opinions expressed
herein.  As to questions of fact material to this opinion, we have relied
upon certificates of public officials and of officers and representatives of
the Company.

           In rendering the opinions set forth below, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as duplicates or
certified or conformed copies, and the authenticity of the originals of such
latter documents.  We also have assumed that the Indenture is the valid and
legally binding obligation of the Trustee enforceable against the Trustee in
accordance with its terms.

           Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that assuming (a) the taking
of all necessary corporate action to approve the issuance and terms of the
Securities, the terms of the offering thereof and related matters by the
Board of Directors of the Company, a duly constituted and acting committee of
such Board or duly authorized officers of the Company (such Board of
Directors, committee or authorized officers being hereinafter referred to as
the "Board") and (b) the due execution, authentication, issuance and delivery
of the Securities, upon payment of the consideration therefore provided for
in the applicable definitive purchase, underwriting or similar agreement
approved by the Board and otherwise in accordance with the provisions of the
Indenture and such agreement, the Securities will constitute valid and
legally binding obligations of the Company enforceable against the Company in
accordance with their terms.

           Our opinions set forth above are subject to the effects of (i)
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting creditors' rights generally (ii)
general equitable principles (whether considered in a proceeding in equity or
at law) and (iii) an implied covenant of good faith and fair dealing.

           We are members of the Bar of the State of New York, and we do not
express any opinion herein concerning any law other than the law of the State
of New York and the Federal law of the United States.

           We hereby consent to the filing of this opinion letter as Exhibit 5
to the Registration Statement and to the use of our name under the caption
"Legal Opinions" in the Prospectus included in the Registration Statement.

                               Very truly yours,

                               /s/ Simpson Thacher & Bartlett

                               SIMPSON THACHER & BARTLETT



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>4
<FILENAME>exh23.txt
<DESCRIPTION>D&T CONSENT
<TEXT>
                                                      Exhibit 23(a)


INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration
Statement of American Electric Power Company, Inc. on Form S-3 of
our reports dated February 21, 2003 (May 14, 2003 as to Notes 3,
16 and 30), appearing in and incorporated by reference in the
Annual Report on Form 10-K/A of American Electric Power Company, Inc.
and subsidiaries for the year ended December 31, 2002 (which expresses
an unqualified opinion and includes explanatory paragraphs referring
to the adoption of SFAS 142 "Goodwill and Other Intangible Assets",
to certain impairments of goodwill, long-lived assets and other
investments in the fourth quarter of 2002), and to the realignment
of segments for financial reporting purposes) as updated by the
Company's Current Report on Form 8-K dated May 14, 2003, and to
the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.


Deloitte & Touche LLP
Columbus, Ohio

May 14, 2003


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>5
<FILENAME>exh24.txt
<DESCRIPTION>RESOS AND POA
<TEXT>
                                                                   Exhibit 24


               AMERICAN ELECTRIC POWER COMPANY, INC.

           I, Thomas G. Berkemeyer, Assistant Secretary of
AMERICAN ELECTRIC POWER COMPANY, INC., HEREBY CERTIFY that the
following constitutes a true and exact copy of the resolutions
duly adopted by the affirmative vote of a majority of the Board
of Directors of said Company at a meeting of said Board duly and
legally held on April 23, 2003, at which meeting a quorum of the
Board of Directors of said Company was present and voting
throughout.  I further certify that said resolutions have not
been altered, amended or rescinded, and that they are presently
in full force and effect.
           GIVEN under my hand this ____ day May, 2003.

                                 _/s/ Thomas G. Berkemeyer_
                                    Assistant Secretary



               AMERICAN ELECTRIC POWER COMPANY, INC.
                          April 23, 2003


           The Chairman stated that, in connection with the
contemplated filing with the SEC of one or more post-effective
Registration Statements ("Amended Registration Statement(s)"),
including Amended Registration Statement(s) pursuant to Rule
462(b) under the Securities Act of 1933, as amended (the
"Securities Act") to amend Registration Statement No. 333-58540
of the Company relating to the proposed issuance and sale of up
to $1,500,000,000 of unsecured notes ("Securities"), there was to
be filed with the SEC a Power of Attorney, dated April 23, 2003,
executed by the officers and directors of this Company appointing
true and lawful attorneys to act in connection with the filing of
such Amended Registration Statement(s) and any and all amendments
thereto.  The purpose of any such Amended Registration
Statement(s) may include the increase by $50,000,000 the amount
of Securities registered under the Securities Act pursuant to
Registration Statement No. 333-58540 of the Company (such
additional Securities shall constitute Securities for all
purposes).

           Thereupon, on motion duly made and seconded, the
following preambles and resolutions were unanimously adopted:

                WHEREAS, the Company proposes to file with the SEC
           one or more post-effective Amended Registration
           Statement(s), including Amended Registration
           Statement(s) pursuant to Rule 462(b) of the Securities
           Act for the registration pursuant to the applicable
           provisions of the Securities Act of up to $50,000,000
           aggregate additional amount of Securities relating to
           Registration Statement No. 333-58540 of the Company; and

                WHEREAS, in connection with said Amended
           Registration Statement(s), there is to be filed with
           the SEC a Power of Attorney, dated April 23, 2003,
           executed by certain of the officers and directors of
           this Company appointing E. Linn Draper, Jr., Susan
           Tomasky, Armando A. Pena and Geoffrey S. Chatas, or any
           one of them, their true and lawful attorneys, with the
           powers and authority set forth in said Power of
           Attorney;

                NOW, THEREFORE, BE IT

                RESOLVED, that each and every one of said officers
           and directors be, and they hereby are, authorized to
           execute said Power of Attorney; and further

                RESOLVED, that any and all action hereafter taken
           by any of said named attorneys under said Power of
           Attorney be, and the same hereby is, ratified and
           confirmed and that said attorneys shall have all the
           powers conferred upon them and each of them by said
           Power of Attorney; and further

                RESOLVED, that said Amended Registration
           Statement(s) and any amendments thereto, hereafter
           executed by any of said attorneys under said Power of
           Attorney be, and the same hereby are, ratified and
           confirmed as legally binding upon this Company to the
           same extent as if the same were executed by each said
           officer and director of this Company personally and not
           by any of said attorneys.



               AMERICAN ELECTRIC POWER COMPANY, INC.
                         POWER OF ATTORNEY

      Each of the undersigned directors or officers of AMERICAN
ELECTRIC POWER COMPANY, INC., a New York corporation, which is to
file with the Securities and Exchange Commission, Washington,
D.C. 20549, under the provisions of the Securities Act of 1933,
as amended, one or more post-effective Registration Statements
(Amended Registration Statement(s)), including Amended
Registration Statement(s), pursuant to Rule 462(b) to amend
Registration Statement No. 333-58540, including the registration
thereunder of up to an additional $50,000,000 aggregate amount of
its unsecured notes, does hereby appoint E. LINN DRAPER, JR.,
SUSAN TOMASKY, ARMANDO A. PENA and GEOFFREY S. CHATAS his or her
true and lawful attorneys, and each of them his or her true and
lawful attorney, with power to act without the others, and with
full power of substitution or resubstitution, to execute for him
or her and in his or her name said Amended Registration
Statement(s) and any and all amendments thereto, whether said
amendments add to, delete from or otherwise alter the Amended
Registration Statement(s) or the related Prospectus included
therein, or add or withdraw any exhibits or schedules to be filed
therewith and any and all instruments necessary or incidental in
connection therewith, hereby granting unto said attorneys and
each of them full power and authority to do and perform in the
name and on behalf of each of the undersigned, and in any and all
capacities, every act and thing whatsoever required or necessary
to be done in and about the premises, as fully and to all intents
and purposes as each of the undersigned might or could do in
person, hereby ratifying and approving the acts of said attorneys
and each of them.

      IN WITNESS WHEREOF, the undersigned have signed these
presents this 23rd day of April, 2003.


_/s/ E. R. Brooks________      _/s/ Leonard J. Kujawa___
E. R. Brooks                   Leonard J. Kujawa

_/s/ Donald M. Carlton___      _/s/ Richard L. Sandor___
Donald M. Carlton              Richard L. Sandor

_/s/ John P. DesBarres___      _/s/ Thomas V. Shockley, III
John P. DesBarres              Thomas V. Shockley, III

_/s/ E. Linn Draper, Jr._      _/s/ Donald G. Smith_____
E. Linn Draper, Jr.            Donald G. Smith

_/s/ Robert W. Fri_______      _/s/ Linda Gillespie Stuntz
Robert W. Fri                  Linda Gillespie Stuntz

_/s/ William R. Howell___      _________________________
William R. Howell              Kathryn D. Sullivan

_/s/ Lester A. Hudson, Jr.
Lester A. Hudson, Jr.



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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