As filed with the Securities and Exchange Commission on June 15, 2000
                                                Registration No. 333-
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                  -------------
                                   FORM S-8
                            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 of                        (I.R.S. Employer
Incorporation or Organization)                        Identification No.)

                   1 Riverside Plaza, Columbus, Ohio  43215
              (Address of Principal Executive Offices) (Zip Code)

                      Central and South West Corporation
                            Retirement Savings Plan
                           (Full Title of the Plan)
                                 -------------
                              Susan Tomasky, Esq.
                                   Secretary
                     American Electric Power Company, Inc.
                               1 Riverside Plaza
                             Columbus, Ohio  43215
                                (614) 223-1600
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
                                -------------
                                   Copy to:
                             Mario A. Ponce, Esq.
                          Simpson Thacher & Bartlett
                             425 Lexington Avenue
                           New York, New York  10017
                                (212) 455-2000
                                -------------
                        CALCULATION OF REGISTRATION FEE

<PAGE>

                                                     Proposed
                                     Proposed        Maximum
       Title of         Amount        Maximum        Aggregate     Amount of
    Securities to       to be      Offering Price    Offering      Registra-
  be Registered (1)   Registered    Per Share (2)    Price (2)     tion Fee(2)

Common Stock, $6.50   2,635,633        $34.06       $89,769,660      $24,956
par value per share     shares

(1)  In addition, pursuant to 416(c) under the Securities Act of 1933, as
     amended (the "Securities Act"), this Registration Statement also covers
     an indeterminate amount of interests to be offered or sold pursuant to
     the employee benefit plan described herein.
(2)  Pursuant to Rule 457(h)(1) under the Securities Act, the proposed
     maximum offering price per share, the proposed maximum aggregate
     offering price and the amount of registration fee have been computed on
     the basis of the average of the high and low sale prices of the Common
     Stock on June 8, 2000 as reported on the New York Stock Exchange.






























                                      -2-

<PAGE>

                                    PART I

Item 1.          PLAN INFORMATION

         Not required to be filed with this Registration Statement.*

Item 2.          REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         Not required to be filed with this Registration Statement.*

         *  Information required by Part I to be contained in the Section
10(a) prospectus is omitted from the Registration Statement in accordance
with Rule 428 under the Securities Act and Note to Part I of Form S-8.

                                    PART II

Item 3.          INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed with the Securities and Exchange
Commission by American Electric Power Company, Inc. ("AEP") or by the Central
and South West Corporation Retirement Savings Plan are incorporated by
reference herein:

                 (i)      AEP's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999;

                 (ii)     Central and South West Corporation Retirement
Savings Plan's Annual Report on Form 11-K for the fiscal year ended
December 31, 1998;

                 (iii)    AEP's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2000;

                 (iv)     AEP's Current Report on Form 8-K dated May 8, 2000
and filed on May 9, 2000; and

                 (v)      The description of AEP's Common Stock, par value
$6.50 per share ("Common Stock"), set forth in AEP's Registration
Statement on Form S-4, filed on April 16, 1998 pursuant to Section 12 of
the Securities Exchange Act of 1934(the "Exchange Act"), and any amendment
or report filed for the purpose of updating such description.

         All documents subsequently filed by AEP pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-
effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all of such securities then remaining
unsold shall be deemed to be incorporated by reference into this Registration

                                      -3-

<PAGE>

Statement and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.          DESCRIPTION OF SECURITIES

         Not applicable.

Item 5.          INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

Item 6.          INDEMNIFICATION OF DIRECTORS AND OFFICERS

                 Under the New York Business Corporation Law (the "NYBCL") a
corporation may indemnify any person made, or threatened to be made, a party
to an action or proceeding (other than one by or in the right of the
corporation to procure a judgment in its favor), whether civil or criminal,
including an action by or in the right of any other corporation of any type
or kind, domestic or foreign, or any partnership, joint venture, trust,
employee benefit plan or other enterprise, which any director or officer of
the corporation served in any capacity at the request of the corporation, by
any reason of the fact that he, his testator or intestate, was a director or
officer of the corporation, or served such other corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise in any
capacity, against judgments, fines, amounts paid in settlement and reasonable
expenses, including attorneys' fees actually and necessarily incurred as a
result of such action or proceeding, or any appeal therein, if such director
or officer acted, in good faith, for a purpose which he reasonably believed
to be in, or, in the case of service for any other corporation or any
partnership, joint venture, trust, employee benefit plan or other enterprise,
not opposed to, the best interests of the corporation and, in criminal
actions or proceedings, in addition, had no reasonable cause to believe that
his conduct was unlawful.

         The NYBCL further provides that no indemnification of directors in
shareholder derivative suits may be made in respect of (i) a threatened
action, or a pending action which is settled or otherwise disposed of, or
(ii) any claim, issue or matter as to which the director or officer has been
adjudged to be liable to the corporation, unless and only to the extent that

                                      -4-

<PAGE>

the court in which the action was brought or, if no action is brought, any court
of competent jurisdiction, determines upon application that, in view of the
circumstances of the case, the director or officer is fairly and reasonably
entitled to indemnity for such portion of the settlement amount and expenses
as the court deems proper.  The statutory provisions for indemnification and
advancement of expenses are not exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled
independently of the applicable statutory provision.

         The AEP By-Laws provide that to the fullest extent permitted by law,
AEP 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 AEP 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 AEP, or of any
subsidiary or affiliate of AEP, or served any other corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise in any
capacity at the request of AEP, 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 such
provision of the AEP By-Laws; 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.

         The AEP By-Laws further provide that in any case in which a director,
officer or employee (or a representative of the estate of such director,
officer or employee) requests indemnification, upon such person's request the
AEP 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.




                                      -5-

<PAGE>

Item 7.          EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

Item 8.          EXHIBITS

  3.1    Restated Certificate of Incorporation of American Electric Power
         Company, Inc. (incorporated by reference to Exhibit (3)(a) to American
         Electric Power Company Inc.'s Report on Form 10-K for the year ended
         December 31, 1998)

  3.2    Certificate of Amendment to Restated Certificate of Incorporation of
         American Electric Power Company, Inc. (incorporated by reference to
         Exhibit (3)(b) to American Electric Power Company Inc.'s Report on
         Form 10-K for the year ended December 31, 1998)

  3.3    By-laws of American Electric Power Company, Inc. amended through
         January 28, 1998 (incorporated by reference to Exhibit (3)(b) to
         American Electric Power Company Inc.'s Report on Form 10-K for the
         year ended December 31, 1997)

  4.1    Central and South West Corporation Retirement Savings Plan (As Amended
         and Restated Effective July 1, 1997)

  5.1    Opinion of Jeffrey D. Cross, Esq., Deputy General Counsel of American
         Electric Power Service Corporation, a wholly owned subsidiary of
         American Electric Power Company, Inc., as to the legality of the
         securities being registered

  23.1   Consent of Deloitte & Touche LLP

  23.2   Consent of Jeffrey D. Cross, Esq., Deputy General Counsel of American
         Electric Power Service Corporation, a wholly owned subsidiary of
         American Electric Power Company, Inc. (included in Exhibit 5.1)

  24     Power of Attorney (included on the signature page)


Item 9.          UNDERTAKINGS

(a)      The undersigned registrant hereby undertakes:

         (1)     To file, during any period in which offers or sales are
                 being made, a post-effective amendment to the registration
                 statement:

                 (i)      To include any prospectus required by Section
                          10(a)(3) of the Securities Act of 1933;

                 (ii)     To reflect in the prospectus any facts or events
                          arising after the effective date of this
                          registration statement (or the most recent
                          post-effective amendment thereof) which,
                          individually or in the aggregate, represent a

                                      -6-

<PAGE>

                          fundamental change in the information set forth in
                          this registration statement.  Notwithstanding the
                          foregoing, any increase or decrease in volume of
                          securities offered (if the total dollar value of
                          securities offered would not exceed that which was
                          registered) and any deviation from the low or high
                          and of the estimated maximum offering range may be
                          reflected in the form of prospectus filed with the
                          Commission pursuant to Rule 424(b) of the Securities
                          Act of 1933 if, in the aggregate, the changes in
                          volume and price represent no more than a 20 percent
                          change in the maximum aggregate offering price set
                          forth in the "Calculation of Registration Fee" table
                          in the effective registration statement;

                 (iii)    To include any material information with respect to
                          the plan of distribution not previously disclosed in
                          this registration statement or any material change
                          to such information in the registration statement;

                 provided, however, that the undertakings set forth in
                 paragraphs (i) and (ii) above do not apply if the
                 information required to be included in a post-effective
                 amendment by those paragraphs is contained in periodic
                 reports filed with or furnished to the Commission by the
                 Registrant pursuant to Section 13 or Section 15(d) of the
                 Securities Exchange Act of 1934 that are incorporated by
                 reference in this registration statement.

         (2)     That, for the purpose of determining any liability under the
                 Securities Act of 1933, each such post-effective amendment
                 shall be deemed to be a new registration statement relating to
                 the securities offered therein, and the offering of such
                 securities at that time shall be deemed to be the initial
                 bona fide offering thereof.

         (3)     To remove from registration by means of a post-effective
                 amendment any of the securities being registered which
                 remain unsold at the termination of the offering.

(b)      The undersigned registrant hereby undertakes that, for the purposes
         of determining any liability under the Securities Act of 1933, each
         filing of the registrant's annual report pursuant to Section 13(a) or
         15(d) of the Securities Exchange Act of  1934 (and, where applicable,
         each filing of an employee benefit plan's annual report pursuant to
         Section 15(d) of the Securities Exchange Act of 1934) that is
         incorporated by reference in the registration statement shall be
         deemed to be a new registration statement relating to the securities

                                      -7-

<PAGE>

         offered therein, and the offering of such securities at that time
         shall be deemed to be the initial bona fide offering thereof.

(c)      Insofar as indemnification for liabilities arising under the
         Securities Act of 1933 may be permitted to directors, officers and
         controlling persons of the registrant pursuant to the foregoing
         provisions, or otherwise, the registrant has been advised that in the
         opinion of the Securities and Exchange Commission such
         indemnification is against public policy as expressed in the Act and
         is, therefore, unenforceable.  In the event that a claim for
         indemnification against such liabilities (other than the payment by
         the registrant of expenses incurred or paid by a director, officer or
         controlling person of the registrant in the successful defense of any
         action, suit or proceeding) is asserted by such director, officer or
         controlling person in connection with the securities being
         registered, the registrant will, unless in the opinion of its counsel
         the matter has been settled by controlling precedent, submit to a
         court of appropriate jurisdiction the question whether such
         indemnification by it is against public policy as expressed in the
         Act and will be governed by the final adjudication of such issue.




























                                      -8-

<PAGE>

                                  SIGNATURES

         Pursuant to requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Columbus, State of
Ohio, on this 15th day of June, 2000.

                                        AMERICAN ELECTRIC POWER COMPANY, INC.

                                        By: /s/  Henry W. Fayne
                                           --------------------------------
                                            Name:  Henry W. Fayne
                                            Title:    Vice President and Chief
                                                      Financial Officer


         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Henry W. Fayne, Jeffrey D. Cross and
Armando A. Pena and each of them, his or her true and lawful attorneys-in-
fact and agents, with full power of substitution and resubstitution, for him
or her and in his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including pre-effective and post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, in and about the
premises, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact,
and each of them, and agents or their substitutes may lawfully do or cause to
be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed on June 15, 2000 by
the following persons in the capacities indicated with the Registrant.








                                      -9-

<PAGE>

            Signature                                   Title

      /s/  Leonard V. Assante
      --------------------------
           Leonard V. Assante           Controller and Chief Accounting Officer
                                             (Principal Accounting Officer)


      /s/  John P. DesBarres
      --------------------------
           John P. DesBarres                           Director


      /s/  E. Linn Draper, Jr.
      --------------------------
           E. Linn Draper, Jr.              Chairman of the Board, President,
                                          Chief Executive Officer and Director
                                               (Principal Executive Officer)


      /s/  Henry W. Fayne
      --------------------------
           Henry W. Fayne            Vice President and Chief Financial Officer
                                             (Principal Financial Officer)

      /s/  Robert W. Fri
      --------------------------
           Robert W. Fri                                Director


      /s/  Lester A. Hudson, Jr.
      --------------------------
           Lester A. Hudson, Jr.                        Director






                                      -10-

<PAGE>

     /s/  Leonard J. Kujawa
      --------------------------
          Leonard J. Kujawa                             Director


      /s/  Donald G. Smith
      --------------------------
           Donald G. Smith                              Director


      /s/  Linda Gillespie Stuntz
      --------------------------
           Linda Gillespie Stuntz                       Director


      /s/  Kathryn D. Sullivan
      --------------------------
           Kathryn D. Sullivan                          Director


      /s/  Morris Tanenbaum
      --------------------------
           Morris Tanenbaum                             Director



                                  -11-

<PAGE>

         Pursuant to the requirements of the Securities Act of 1933, as
amended, the trustees (or other persons who administer the employee benefit
plan) have duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly organized, in the City of Columbus, State
of Ohio, on June 15, 2000.


                                       CENTRAL AND SOUTH WEST CORPORATION
                                       RETIREMENT SAVINGS PLAN


                                       By    /s/  Glenn D. Rosilier
                                           --------------------------------
                                             Glenn D. Rosilier
                                             Member: Investment Policy
                                              Committee for Central and South
                                              West Corporation Retirement
                                              Savings Plan


















                                      -12-

<PAGE>

                                 Exhibit Index


  Exhibit
  Number                          Description
 ---------                        -----------

    3.1    Restated Certificate of Incorporation of American Electric Power
           Company, Inc. (incorporated by reference to Exhibit (3)(a) to
           American Electric Power Company Inc.'s Report on Form 10-K for
           the year ended December 31, 1998)

    3.2    Certificate of Amendment to Restated Certificate of Incorporation
           of American Electric Power Company, Inc. (incorporated by reference
           to Exhibit (3)(b) to American Electric Power Company Inc.'s Report
           on Form 10-K for the year ended December 31, 1998)

    3.3    Bylaws of American Electric Power Company, Inc. amended through
           January 28, 1998 (incorporated by reference to Exhibit (3)(b) to
           American Electric Power Company Inc.'s Report on Form 10-K for the
           year ended December 31, 1997)

    4.1    Central and South West Corporation Retirement Savings Plan (As
           Amended and Restated Effective July 1, 1997)

    5.1    Opinion of Jeffrey D. Cross, Esq., Deputy General Counsel of
           American Electric Power Service Corporation, a wholly owned
           subsidiary of American Electric Power Company, Inc., as to the
           legality of the securities being registered

    23.1   Consent of Deloitte & Touche LLP

    23.2   Consent of Jeffrey D. Cross, Esq., Deputy General Counsel of
           American Electric Power Service Corporation, a wholly owned
           subsidiary of American Electric Power Company, Inc. (included in
           Exhibit 5.1)

     24    Power of Attorney (included on the signature page)


















                                     -13-
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{"company-data": {"conformed-name": "AMERICAN ELECTRIC POWER COMPANY INC", "cik": "0000004904", "assigned-sic": "4911", "irs-number": "134922640", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-39402", "film-number": "655822"}, "business-address": {"street1": "1 RIVERSIDE PLZ", "city": "COLUMBUS", "state": "OH", "zip": "43215", "phone": "6142231000"}, "former-company": {"former-conformed-name": "KINGSPORT UTILITIES INC", "date-changed": "19660906"}}
As filed with the Securities and Exchange Commission on June 15, 2000
                                                Registration No. 333-
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                  -------------
                                   FORM S-8
                            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 of                        (I.R.S. Employer
Incorporation or Organization)                        Identification No.)

                   1 Riverside Plaza, Columbus, Ohio  43215
              (Address of Principal Executive Offices) (Zip Code)

                      Central and South West Corporation
                            Retirement Savings Plan
                           (Full Title of the Plan)
                                 -------------
                              Susan Tomasky, Esq.
                                   Secretary
                     American Electric Power Company, Inc.
                               1 Riverside Plaza
                             Columbus, Ohio  43215
                                (614) 223-1600
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
                                -------------
                                   Copy to:
                             Mario A. Ponce, Esq.
                          Simpson Thacher & Bartlett
                             425 Lexington Avenue
                           New York, New York  10017
                                (212) 455-2000
                                -------------
                        CALCULATION OF REGISTRATION FEE
Proposed
                                     Proposed        Maximum
       Title of         Amount        Maximum        Aggregate     Amount of
    Securities to       to be      Offering Price    Offering      Registra-
  be Registered (1)   Registered    Per Share (2)    Price (2)     tion Fee(2)

Common Stock, $6.50   2,635,633        $34.06       $89,769,660      $24,956
par value per share     shares

(1)  In addition, pursuant to 416(c) under the Securities Act of 1933, as
     amended (the "Securities Act"), this Registration Statement also covers
     an indeterminate amount of interests to be offered or sold pursuant to
     the employee benefit plan described herein.
(2)  Pursuant to Rule 457(h)(1) under the Securities Act, the proposed
     maximum offering price per share, the proposed maximum aggregate
     offering price and the amount of registration fee have been computed on
     the basis of the average of the high and low sale prices of the Common
     Stock on June 8, 2000 as reported on the New York Stock Exchange.

                                      -2-
PART I

Item 1.          PLAN INFORMATION

         Not required to be filed with this Registration Statement.*

Item 2.          REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         Not required to be filed with this Registration Statement.*

         *  Information required by Part I to be contained in the Section
10(a) prospectus is omitted from the Registration Statement in accordance
with Rule 428 under the Securities Act and Note to Part I of Form S-8.

                                    PART II

Item 3.          INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed with the Securities and Exchange
Commission by American Electric Power Company, Inc. ("AEP") or by the Central
and South West Corporation Retirement Savings Plan are incorporated by
reference herein:

                 (i)      AEP's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999;

                 (ii)     Central and South West Corporation Retirement
Savings Plan's Annual Report on Form 11-K for the fiscal year ended
December 31, 1998;

                 (iii)    AEP's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2000;

                 (iv)     AEP's Current Report on Form 8-K dated May 8, 2000
and filed on May 9, 2000; and

                 (v)      The description of AEP's Common Stock, par value
$6.50 per share ("Common Stock"), set forth in AEP's Registration
Statement on Form S-4, filed on April 16, 1998 pursuant to Section 12 of
the Securities Exchange Act of 1934(the "Exchange Act"), and any amendment
or report filed for the purpose of updating such description.

         All documents subsequently filed by AEP pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-
effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all of such securities then remaining
unsold shall be deemed to be incorporated by reference into this Registration

                                      -3-
Statement and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.          DESCRIPTION OF SECURITIES

         Not applicable.

Item 5.          INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

Item 6.          INDEMNIFICATION OF DIRECTORS AND OFFICERS

                 Under the New York Business Corporation Law (the "NYBCL") a
corporation may indemnify any person made, or threatened to be made, a party
to an action or proceeding (other than one by or in the right of the
corporation to procure a judgment in its favor), whether civil or criminal,
including an action by or in the right of any other corporation of any type
or kind, domestic or foreign, or any partnership, joint venture, trust,
employee benefit plan or other enterprise, which any director or officer of
the corporation served in any capacity at the request of the corporation, by
any reason of the fact that he, his testator or intestate, was a director or
officer of the corporation, or served such other corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise in any
capacity, against judgments, fines, amounts paid in settlement and reasonable
expenses, including attorneys' fees actually and necessarily incurred as a
result of such action or proceeding, or any appeal therein, if such director
or officer acted, in good faith, for a purpose which he reasonably believed
to be in, or, in the case of service for any other corporation or any
partnership, joint venture, trust, employee benefit plan or other enterprise,
not opposed to, the best interests of the corporation and, in criminal
actions or proceedings, in addition, had no reasonable cause to believe that
his conduct was unlawful.

         The NYBCL further provides that no indemnification of directors in
shareholder derivative suits may be made in respect of (i) a threatened
action, or a pending action which is settled or otherwise disposed of, or
(ii) any claim, issue or matter as to which the director or officer has been
adjudged to be liable to the corporation, unless and only to the extent that

                                      -4-
the court in which the action was brought or, if no action is brought, any court
of competent jurisdiction, determines upon application that, in view of the
circumstances of the case, the director or officer is fairly and reasonably
entitled to indemnity for such portion of the settlement amount and expenses
as the court deems proper.  The statutory provisions for indemnification and
advancement of expenses are not exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled
independently of the applicable statutory provision.

         The AEP By-Laws provide that to the fullest extent permitted by law,
AEP 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 AEP 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 AEP, or of any
subsidiary or affiliate of AEP, or served any other corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise in any
capacity at the request of AEP, 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 such
provision of the AEP By-Laws; 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.

         The AEP By-Laws further provide that in any case in which a director,
officer or employee (or a representative of the estate of such director,
officer or employee) requests indemnification, upon such person's request the
AEP 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.

                                      -5-
Item 7.          EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

Item 8.          EXHIBITS

  3.1    Restated Certificate of Incorporation of American Electric Power
         Company, Inc. (incorporated by reference to Exhibit (3)(a) to American
         Electric Power Company Inc.'s Report on Form 10-K for the year ended
         December 31, 1998)

  3.2    Certificate of Amendment to Restated Certificate of Incorporation of
         American Electric Power Company, Inc. (incorporated by reference to
         Exhibit (3)(b) to American Electric Power Company Inc.'s Report on
         Form 10-K for the year ended December 31, 1998)

  3.3    By-laws of American Electric Power Company, Inc. amended through
         January 28, 1998 (incorporated by reference to Exhibit (3)(b) to
         American Electric Power Company Inc.'s Report on Form 10-K for the
         year ended December 31, 1997)

  4.1    Central and South West Corporation Retirement Savings Plan (As Amended
         and Restated Effective July 1, 1997)

  5.1    Opinion of Jeffrey D. Cross, Esq., Deputy General Counsel of American
         Electric Power Service Corporation, a wholly owned subsidiary of
         American Electric Power Company, Inc., as to the legality of the
         securities being registered

  23.1   Consent of Deloitte & Touche LLP

  23.2   Consent of Jeffrey D. Cross, Esq., Deputy General Counsel of American
         Electric Power Service Corporation, a wholly owned subsidiary of
         American Electric Power Company, Inc. (included in Exhibit 5.1)

  24     Power of Attorney (included on the signature page)

Item 9.          UNDERTAKINGS

(a)      The undersigned registrant hereby undertakes:

         (1)     To file, during any period in which offers or sales are
                 being made, a post-effective amendment to the registration
                 statement:

                 (i)      To include any prospectus required by Section
                          10(a)(3) of the Securities Act of 1933;

                 (ii)     To reflect in the prospectus any facts or events
                          arising after the effective date of this
                          registration statement (or the most recent
                          post-effective amendment thereof) which,
                          individually or in the aggregate, represent a

                                      -6-
fundamental change in the information set forth in
                          this registration statement.  Notwithstanding the
                          foregoing, any increase or decrease in volume of
                          securities offered (if the total dollar value of
                          securities offered would not exceed that which was
                          registered) and any deviation from the low or high
                          and of the estimated maximum offering range may be
                          reflected in the form of prospectus filed with the
                          Commission pursuant to Rule 424(b) of the Securities
                          Act of 1933 if, in the aggregate, the changes in
                          volume and price represent no more than a 20 percent
                          change in the maximum aggregate offering price set
                          forth in the "Calculation of Registration Fee" table
                          in the effective registration statement;

                 (iii)    To include any material information with respect to
                          the plan of distribution not previously disclosed in
                          this registration statement or any material change
                          to such information in the registration statement;

                 provided, however, that the undertakings set forth in
                 paragraphs (i) and (ii) above do not apply if the
                 information required to be included in a post-effective
                 amendment by those paragraphs is contained in periodic
                 reports filed with or furnished to the Commission by the
                 Registrant pursuant to Section 13 or Section 15(d) of the
                 Securities Exchange Act of 1934 that are incorporated by
                 reference in this registration statement.

         (2)     That, for the purpose of determining any liability under the
                 Securities Act of 1933, each such post-effective amendment
                 shall be deemed to be a new registration statement relating to
                 the securities offered therein, and the offering of such
                 securities at that time shall be deemed to be the initial
                 bona fide offering thereof.

         (3)     To remove from registration by means of a post-effective
                 amendment any of the securities being registered which
                 remain unsold at the termination of the offering.

(b)      The undersigned registrant hereby undertakes that, for the purposes
         of determining any liability under the Securities Act of 1933, each
         filing of the registrant's annual report pursuant to Section 13(a) or
         15(d) of the Securities Exchange Act of  1934 (and, where applicable,
         each filing of an employee benefit plan's annual report pursuant to
         Section 15(d) of the Securities Exchange Act of 1934) that is
         incorporated by reference in the registration statement shall be
         deemed to be a new registration statement relating to the securities

                                      -7-
offered therein, and the offering of such securities at that time
         shall be deemed to be the initial bona fide offering thereof.

(c)      Insofar as indemnification for liabilities arising under the
         Securities Act of 1933 may be permitted to directors, officers and
         controlling persons of the registrant pursuant to the foregoing
         provisions, or otherwise, the registrant has been advised that in the
         opinion of the Securities and Exchange Commission such
         indemnification is against public policy as expressed in the Act and
         is, therefore, unenforceable.  In the event that a claim for
         indemnification against such liabilities (other than the payment by
         the registrant of expenses incurred or paid by a director, officer or
         controlling person of the registrant in the successful defense of any
         action, suit or proceeding) is asserted by such director, officer or
         controlling person in connection with the securities being
         registered, the registrant will, unless in the opinion of its counsel
         the matter has been settled by controlling precedent, submit to a
         court of appropriate jurisdiction the question whether such
         indemnification by it is against public policy as expressed in the
         Act and will be governed by the final adjudication of such issue.

                                      -8-
SIGNATURES

         Pursuant to requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Columbus, State of
Ohio, on this 15th day of June, 2000.

                                        AMERICAN ELECTRIC POWER COMPANY, INC.

                                        By: /s/  Henry W. Fayne
                                           --------------------------------
                                            Name:  Henry W. Fayne
                                            Title:    Vice President and Chief
                                                      Financial Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Henry W. Fayne, Jeffrey D. Cross and
Armando A. Pena and each of them, his or her true and lawful attorneys-in-
fact and agents, with full power of substitution and resubstitution, for him
or her and in his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including pre-effective and post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, in and about the
premises, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact,
and each of them, and agents or their substitutes may lawfully do or cause to
be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed on June 15, 2000 by
the following persons in the capacities indicated with the Registrant.

                                      -9-
Signature                                   Title

      /s/  Leonard V. Assante
      --------------------------
           Leonard V. Assante           Controller and Chief Accounting Officer
                                             (Principal Accounting Officer)

      /s/  John P. DesBarres
      --------------------------
           John P. DesBarres                           Director

      /s/  E. Linn Draper, Jr.
      --------------------------
           E. Linn Draper, Jr.              Chairman of the Board, President,
                                          Chief Executive Officer and Director
                                               (Principal Executive Officer)

      /s/  Henry W. Fayne
      --------------------------
           Henry W. Fayne            Vice President and Chief Financial Officer
                                             (Principal Financial Officer)

      /s/  Robert W. Fri
      --------------------------
           Robert W. Fri                                Director

      /s/  Lester A. Hudson, Jr.
      --------------------------
           Lester A. Hudson, Jr.                        Director

                                      -10-
/s/  Leonard J. Kujawa
      --------------------------
          Leonard J. Kujawa                             Director

      /s/  Donald G. Smith
      --------------------------
           Donald G. Smith                              Director

      /s/  Linda Gillespie Stuntz
      --------------------------
           Linda Gillespie Stuntz                       Director

      /s/  Kathryn D. Sullivan
      --------------------------
           Kathryn D. Sullivan                          Director

      /s/  Morris Tanenbaum
      --------------------------
           Morris Tanenbaum                             Director

                                  -11-
Pursuant to the requirements of the Securities Act of 1933, as
amended, the trustees (or other persons who administer the employee benefit
plan) have duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly organized, in the City of Columbus, State
of Ohio, on June 15, 2000.

                                       CENTRAL AND SOUTH WEST CORPORATION
                                       RETIREMENT SAVINGS PLAN

                                       By    /s/  Glenn D. Rosilier
                                           --------------------------------
                                             Glenn D. Rosilier
                                             Member: Investment Policy
                                              Committee for Central and South
                                              West Corporation Retirement
                                              Savings Plan

                                      -12-
Exhibit Index

  Exhibit
  Number                          Description
 ---------                        -----------

    3.1    Restated Certificate of Incorporation of American Electric Power
           Company, Inc. (incorporated by reference to Exhibit (3)(a) to
           American Electric Power Company Inc.'s Report on Form 10-K for
           the year ended December 31, 1998)

    3.2    Certificate of Amendment to Restated Certificate of Incorporation
           of American Electric Power Company, Inc. (incorporated by reference
           to Exhibit (3)(b) to American Electric Power Company Inc.'s Report
           on Form 10-K for the year ended December 31, 1998)

    3.3    Bylaws of American Electric Power Company, Inc. amended through
           January 28, 1998 (incorporated by reference to Exhibit (3)(b) to
           American Electric Power Company Inc.'s Report on Form 10-K for the
           year ended December 31, 1997)

    4.1    Central and South West Corporation Retirement Savings Plan (As
           Amended and Restated Effective July 1, 1997)

    5.1    Opinion of Jeffrey D. Cross, Esq., Deputy General Counsel of
           American Electric Power Service Corporation, a wholly owned
           subsidiary of American Electric Power Company, Inc., as to the
           legality of the securities being registered

    23.1   Consent of Deloitte & Touche LLP

    23.2   Consent of Jeffrey D. Cross, Esq., Deputy General Counsel of
           American Electric Power Service Corporation, a wholly owned
           subsidiary of American Electric Power Company, Inc. (included in
           Exhibit 5.1)

     24    Power of Attorney (included on the signature page)

                                     -13-