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<TYPE>EX-3
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<FILENAME>x3d.txt
<DESCRIPTION>(D) BY-LAWS AS OF 12/15/03
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                                                                    EXHIBIT 3(d)


                      AMERICAN ELECTRIC POWER COMPANY, INC.
                   (Formerly American Gas & Electric Company)



                                     BY-LAWS




                          As Amended December 15, 2003


                      AMERICAN ELECTRIC POWER COMPANY, INC.
                  (Formerly American Gas and Electric Company)


                                     BY-LAWS


         Section 1. The annual meeting of the stockholders of the Company shall
be held on the fourth Wednesday of April in each year, or on such other date as
determined by the Board of Directors, at an hour and place within or without the
State of New York designated by the Board of Directors. (As amended January 28,
1998.)

         Section 2. Special meetings of the stockholders of the Company may be
held upon call of the Board of Directors or of the Executive Committee, or of
stockholders holding one-fourth of the capital stock, at such time and at such
place within or without the State of New York as may be stated in the call and
notice. (As amended July 26, 1989.)

         Section 3. Notice of time and place of every meeting of stockholders
shall be mailed at least ten days previous thereto to each stockholder of record
who shall have furnished a written address to the Secretary of the Company for
the purpose. Such further notice shall be given as may be required by law. But
meetings may be held without notice if all stockholders are present, or if
notice is waived by those not present.

         Section 4. Except as otherwise provided by law, the holders of a
majority of the outstanding capital stock of the Company entitled to vote at any
meeting of the stockholders of the Company must be present in person or by proxy
at such meeting of the stockholders of the Company to constitute a quorum. If,
however, such majority shall not be represented at any meeting of the
stockholders of the Company regularly called, the holders of a majority of the
shares present or represented and entitled to vote thereat shall have power to
adjourn such meeting to another time without notice other than announcement of
adjournment at the meeting, and there may be successive adjournments for like
cause and in like manner until the requisite amount of shares entitled to vote
at such meeting shall be represented. (As amended May 20, 1952.)

         Section 5. As soon as may be after their election in each year, the
Board of Directors or the Executive Committee shall appoint three inspectors of
stockholders' votes and elections to serve until the final adjournment of the
next annual stockholders' meeting. If they fail to make such appointment, or if
their appointees, or any of them, fail to appear at any meeting of stockholders,
the Chairman of the meeting may appoint inspectors, or an inspector, to act at
that meeting.

         Section 6. Meetings of the stockholders shall be presided over by the
Chairman of the Board, or if he is not present, by the President, or, if neither
the Chairman of the Board nor the President is present, by a Vice President, and
in his absence, by a Chairman to be elected at the meeting. The Secretary of the
Company shall act as Secretary of such meetings, if present. (As amended January
23, 1979.)


         Section 7. The Board of Directors shall consist of such number of
directors, not less than nine (9) nor more than seventeen (17), as shall be
determined from time to time as herein provided. Directors shall be elected at
each annual meeting of stockholders and each director so elected shall hold
office until the next annual meeting of stockholders and until his successor is
elected and qualified. The number of directors to be elected at any annual
meeting of stockholders shall, except as otherwise provided herein, be the
number fixed in the latest resolution of the Board of Directors adopted pursuant
to the authority contained in the next succeeding sentence and not subsequently
rescinded. The Board of Directors shall have power from time to time and at any
time when the stockholders are not assembled as such in an annual or special
meeting, by resolution adopted by a majority of the directors then in office, or
such greater number required by law, to fix, within the limits prescribed by
this Section 7, the number of directors of the Company. If the number of
directors is increased, the additional directors may, to the extent permitted by
law, be elected by a majority of the directors in office at the time of the
increase, or, if not so elected prior to the next annual meeting of
stockholders, such additional directors shall be elected at such annual meeting.
If the number of directors is decreased, then to the extent that the decrease
does not exceed the number of vacancies in the Board then existing, such
resolution may provide that it shall become effective forthwith, and to the
extent that the decrease exceeds such number of vacancies such resolution shall
provide that it shall not become effective until the next election of directors
by the stockholders. If the Board of Directors shall fail to adopt a resolution
which fixes initially the number of directors, the number of directors shall be
twelve (12). If, after the number of directors shall have been fixed by such
resolution, such resolution shall cease to be in effect other than by being
superseded by another such resolution, or it shall become necessary that the
number of directors be fixed by these By-Laws, the number of directors shall be
that number specified in the latest of such resolutions, whether or not such
resolution continues in effect. (As amended April 23, 1997.)

         Section 8. Vacancies in the Board of Directors may be filled by the
Board at any meeting.

         Section 9. Meetings of the Board of Directors shall be held at times
fixed by resolution of the Board, or upon the call of the Executive Committee,
the Chairman of the Board, the President or the Presiding Director and the
Secretary or officer performing his duties shall give reasonable notice of all
meetings of directors; provided, that a meeting may be held without notice
immediately after the annual election at the same place, and notice need not be
given of regular meetings held at times fixed by resolution of the Board.
Meetings may be held at any time without notice if all the directors are
present, or if those not present waive notice either before or after the
meeting. The number of directors necessary to constitute a quorum for the
transaction of business shall be any number, which may be less than a majority
of the Board but not less than one-third of its number, duly assembled at a
meeting of such directors. Any one or more members of the Board or of any
committee thereof may participate in a meeting of the Board or such committee by
means of a conference telephone or similar communications equipment allowing all
persons participating in the meeting to hear each other at the same time.
Participation by such means constitutes presence in person at a meeting. (As
amended December 10, 2003.)

         Section 10. The Board of Directors, by resolution adopted by a majority
of the entire Board, may designate among its members an Executive Committee and
one or more other committees, each consisting of three (3) or more directors,
and each of which, to the extent provided in such resolution, shall have all the
authority of the Board. However, no such committee shall have authority as to
any of the following matters:


                  (a) The submission to shareholders of any action as to which
         shareholders' authorization is required by law;

                  (b) The filling of vacancies in the Board of Directors or in
         any committee;

                  (c) The fixing of compensation of any director for serving on
         the Board or on any committee;

                  (d) The amendment or repeal of these By-Laws or the adoption
         of new By-Laws; or

                  (e) The amendment or repeal of any resolution of the Board
         which by its terms shall not be so amendable or repealable.

The Board of Directors shall have the power at any time to increase or decrease
the number of members of any committee (provided that no such decrease shall
reduce the number of members to less than three), to fill vacancies on it, to
remove any member of it, and to change its functions or terminate its existence.
Each committee may make such rules for the conduct of its business as it may
deem necessary. A majority of the members of a committee shall constitute a
quorum.

         The Board of Directors shall also have the power to designate or
appoint at any time and from time to time one or more individuals who have
acquired as a former director or officer of the Company substantial experience
with the Company's affairs as an Honorary Director, such individual or
individuals to meet with the Board of Directors, or certain of the directors, at
the invitation of the Chairman of the Board, from time to time for the purpose
of rendering advice to the Board of Directors or such directors with respect to
the Company's affairs for such compensation as shall be payable to directors of
the Company who are not serving, at the time in question, as officers or
employees of the Company or of American Electric Power Service Corporation;
provided, however, that under no circumstances shall such individual or
individuals be authorized or empowered to participate in the management or
direction of the affairs of the Company or to perform the functions of a
director or officer of the Company (as each such term is defined by the
provisions of Rule 70 promulgated by the Securities and Exchange Commission
under the provisions of Section 17(c) of the Public Utility Holding Company Act
of 1935, as such definition shall be in effect at any time in question) or any
similar function. (As amended April 26, 1978.)

         Section 11. The Board of Directors, as soon as may be after the
election each year, shall appoint one of their number Chairman of the Board and
one of their number President of the Company, and shall appoint one or more Vice
Presidents, a Secretary and a Treasurer, and from time to time shall appoint
such other officers as they deem proper. The same person may be appointed to
more than one office. (As amended January 23, 1979.)

         Section 12. The term of office of all officers shall be one year, or
until their respective successors are elected but any officer may be removed
from office at any time by the Board of Directors, unless otherwise agreed by
agreement in writing duly authorized by the Board of Directors. (As amended
December 15, 2003.)

         Section 13. The officers of the Company shall have such powers and
duties as generally pertain to their offices, respectively, as well as such
powers and duties as from time to time shall be conferred by the Board of
Directors or the Executive Committee.

         Section 14. The stock of the Company shall be transferable or
assignable only on the books of the Company by the holders, in person or by
attorney, on the surrender of the certificate therefor. The Board of Directors
may appoint such Transfer Agents and Registrars of stock as to them may seem
expedient.

         Section 15. To the fullest extent permitted by law, the Company shall
indemnify any person made, or threatened to be made, a party to any action or
proceeding (formal or informal), whether civil, criminal, administrative or
investigative and whether by or in the right of the Company 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 Company, or of any subsidiary or
affiliate of the Company, or served any other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise in any capacity at the
request of the Company, against all loss and expense including, without limiting
the generality of the foregoing, judgments, fines (including excise taxes),
amounts paid in settlement and attorneys' fees and disbursements actually and
necessarily incurred as a result of such action or proceeding, or any appeal
therefrom, and all legal fees and expenses incurred in successfully asserting a
claim for indemnification pursuant to this Section 15; provided, however, that
no indemnification may be made to or on behalf of any director, officer or
employee if a judgment or other final adjudication adverse to the director,
officer or employee establishes that such person's acts were committed in bad
faith or were the result of active and deliberate dishonesty and were material
to the cause of action so adjudicated, or that such person personally gained in
fact a financial profit or other advantage to which such person was not legally
entitled.

         In any case in which a director, officer or employee of the Company (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 days thereof to determine whether such person is eligible for
indemnification in accordance with the standard set forth above. Such a person
claiming indemnification shall be entitled to indemnification upon a
determination that no judgment or other final adjudication adverse to such
person has established that such person's acts were committed in bad faith or
were the result of active and deliberate dishonesty and were material to the
cause of action so adjudicated, or that such person personally gained in fact a
financial profit or other advantage to which such person was not legally
entitled. Such determination shall be made:

                  (a) by the Board of Directors acting by a quorum consisting of
         directors who are not parties to the action or proceeding in respect of
         which indemnification is sought; or

                  (b) if such quorum is unobtainable or if directed by such
         quorum, then by either (i) the Board of Directors upon the opinion in
         writing of independent legal counsel that indemnification is proper in
         the circumstances because such person is eligible for indemnification
         in accordance with the standard set forth above, or (ii) by the
         stockholders upon a finding that such person is eligible for
         indemnification in accordance with the standard set forth above.
         Notwithstanding the foregoing, a determination of eligibility for
         indemnification may be made in any manner permitted by law.

         To the fullest extent permitted by law, the Company shall promptly
advance to any person made, or threatened to be made, a party to any action or
proceeding (formal or informal), whether civil, criminal, administrative or
investigative and whether by or in the right of the Company 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 Company, or of any subsidiary or
affiliate of the Company, or served any other corporation or any partnership,
joint venture, trust, employee benefit plan or other enterprise in any capacity
at the request of the Company, expenses incurred in defending such actions or
proceedings, 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 standard set forth above.

         The foregoing provisions of this Section 15 shall be deemed to be a
contract between the Company and each director, officer or employee of the
Company, or its subsidiaries or affiliates, and any modification or repeal of
this Section 15 or such provisions of the New York Business 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
Section 15 shall not be deemed exclusive of any other rights to which any
director, officer or employee of the Company may now be or hereafter become
entitled apart from this Section 15, under any applicable law including the New
York Business Corporation Law. Irrespective of the provisions of this Section
15, 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 New York Business Corporation Law at the time in effect,
whether on account of past or future actions or transactions. Notwithstanding
the foregoing, the Company shall enter into such additional contracts providing
for indemnification and advancement of expenses with directors, officers or
employees of the Company 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 New York Business Corporation Law.

         As used in this Section 15, the term "employee" shall include, without
limitation, any employee, including any professionally licensed employee, of the
Company. Such term shall also include, without limitation, any employee,
including any professionally licensed employee, of a subsidiary or affiliate of
the Company who is acting on behalf of the Company.

         The indemnification provided by this Section 15 shall be limited with
respect to directors, officers and controlling persons to the extent provided in
any undertaking entered into by the Company 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.

         If any action with respect to indemnification of directors or officers
is taken by way of amendment to these By-Laws, resolution of the Board of
Directors, or by agreement, then the Company shall give such notice to the
stockholders as is required by law.

         The Company may purchase and maintain insurance on behalf of any person
described in this Section 15 against any liability which may be asserted against
such person whether or not the Company would have the power to indemnify such
person against such liability under the provisions of this Section 15 or
otherwise.

         If any provision of this Section 15 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 Section 15 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. (As amended October 29, 1986.)

         Section 16. These By-Laws may be amended or added to at any meeting of
the Board of Directors by affirmative vote of a majority of all of the
directors, if notice of the proposed change has been delivered or mailed to the
directors five days before the meeting, or if all the directors are present, or
if all not present assent in writing to such change; provided, however, that the
provisions of Section 7 relating to the number of directors constituting the
Board of Directors may be amended only by the affirmative vote, in person or by
proxy, of the holders of a majority of the outstanding shares of capital stock
entitled to vote at any meeting of the stockholders of the Company; and provided
further that the provisions of Section 7 other than those relating to the number
of directors constituting the Board of Directors, and the provisions of this
Section 16 may be amended or added to only by the affirmative vote, in person or
by proxy, of the holders of two-thirds of the outstanding shares of capital
stock entitled to vote at any meeting of the stockholders of the Company; and
provided further, in the event of any such amendment or addition pursuant to
vote by the stockholders of the Company, that such amendment or addition, or a
summary thereof, shall have been set forth or referred to in the notice of such
meeting. (As renumbered and amended October 29, 1986.)


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