File No. 70-9729


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                 AMENDMENT NO. 4
                                       TO
                                    FORM U-1
                         -------------------------------

                           APPLICATION OR DECLARATION

                                    under the

                   PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

                                      * * *
                      AMERICAN ELECTRIC POWER COMPANY, INC.
                     1 Riverside Plaza, Columbus, Ohio 43215
                     ---------------------------------------
               (Name of company or companies filing this statement
                   and address of principal executive office)

                                      * * *


                      AMERICAN ELECTRIC POWER COMPANY, INC.
                     1Riverside Plaza, Columbus, Ohio 43215
                    (Name of top registered holding company
                          parent of each applicant or
                                   declarant)

                                      * * *

                 A. A. Pena, Senior Vice President and Treasurer
                   American Electric Power Service Corporation
                     1 Riverside Plaza, Columbus, Ohio 43215

                         Susan Tomasky, General Counsel
                   American Electric Power Service Corporation
                     1 Riverside Plaza, Columbus, Ohio 43215
                     ---------------------------------------
                   (Names and addresses of agents for service)



American  Electric Power Company,  Inc., a registered  holding company under the
Public Utility  Holding  Company Act of 1935,  hereby amends its  Application or
Declaration on Form U-1 in File No. 70-9729 by filing Exhibit H, Form of Letter,
herewith.
                                    SIGNATURE

Pursuant to the  requirements of the Public Utility Holding Company Act of 1935,
the  undersigned  company  has duly caused  this  statement  to be signed on its
behalf by the undersigned thereunto duly authorized.

                              AMERICAN ELECTRIC POWER COMPANY, INC.


                              By: /s/ Thomas G. Berkemeyer__
                              Thomas G. Berkemeyer
                               Assistant Secretary


Dated:  April 19, 2001



                                                                   Exhibit H


                  [FORM OF LETTER TO STATE COMMISSIONS]



April    , 2001

Dear _______________:

In accordance with Rule 53(a)(4) under the Public Utility Holding Company Act of
1935,  enclosed  is a copy of the  Application  or  Declaration  on Form U-1 and
Amendment Nos. 1 and 2 in SEC File No. 70-9729 filed by American  Electric Power
Company,  Inc. ("AEP") AEP is the parent of [ name of operating company ] . This
Application  seeks  authorization  for AEP to issue long-term  debt.  Under this
Rule, a copy of each filing  should have been  delivered to you at the same time
as it was sent to the SEC.  The Rule does not require  that you take any action.
The SEC has already completed its review of the Application, as amended, insofar
as the  Application  relates to matters  other  than the  acquisition  of exempt
wholesale  generators  (EWGs) or foreign utility companies  (FUCOs).  The SEC is
prepared to issue an order in the near future  which will  reserve  jurisdiction
over the Application's  request to use proceeds in approved financings to invest
in EWGs and FUCOs.

AEP does not seek in the  Application any increase in the amount it is permitted
to invest in EWGs and FUCOs,  rather AEP seeks to add the  issuance of long-term
debt to the existing  alternatives it has available to finance such investments.
If you  have  any  questions  regarding  the  Application,  please  contact  the
undersigned [ name and phone number of state contact ] or Thomas G.  Berkemeyer,
614-223-1648, by April 30.

Very truly yours,