<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been altered, amended or rescinded, and that they are presently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>
