<PAGE>

   As filed with the Securities and Exchange Commission on September 21, 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)

                         American Electric Power System
                          2000 Long-Term Incentive 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)
                                   -----------
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
========================================== =================== ================ ==================== ===============
                                                                  Proposed           Proposed
                Title of                                           Maximum            Maximum          Amount of
              Securities to                    Amount to       Offering Price        Aggregate        Registration
              be Registered                Be Registered (1)    Per Share (2)   Offering Price (2)      Fee (2)
------------------------------------------ ------------------- ---------------- -------------------- ---------------
<S>                                       <C>                       <C>           <C>                  <C>
Common Stock, $6.50 par value per share    15,700,000 shares         $37.80        $593,460,000         $156,673
========================================== =================== ================ ==================== ===============
</TABLE>

(1)  Pursuant  to Rule 416 under the  Securities  Act of 1933,  as amended  (the
     "Securities  Act"),  there also are registered  hereunder  such  additional
     indeterminate  number  of  shares  as  may be  issued  as a  result  of the
     adjustment provisions of the Plan.

(2)  Pursuant to Rule 457(h) 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  September
     15, 2000 as reported on the New York Stock Exchange.


<PAGE>

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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 this  Registration  Statement in accordance with Rule
428 under the Securities Act and Note to Part I of Form S-8.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission by American Electric Power Company,  Inc. ("AEP") are incorporated by
reference herein:

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

         (ii)  Quarterly  Reports  on Form 10-Q of AEP for the  fiscal  quarters
               ended March 31 and June 30, 2000;

         (iii) Current  Report on Form 8-K of AEP dated May 8, 2000 and filed on
               May 9, 2000;

         (iv)  Current  Report on Form 8-K of AEP dated June 15,  2000 and filed
               on June 16, 2000;

         (v)   Current  Report on Form 8-K/A of AEP dated June 15, 2000 and
               filed on July 31, 2000;

         (vi)  Annual Report on Form 10-K of Central and South West  Corporation
               for the fiscal year ended December 31, 1999;

         (vii) Quarterly   Report  on  Form  10-Q  of  Central  and  South  West
               Corporation for the fiscal quarter ended March 31, 2000; and

         (viii) 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  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 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.


Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.


Item 8.  EXHIBITS

   Exhibit
   Number                         Description

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

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

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

      4        American  Electric  Power System 2000  Long-Term  Incentive  Plan
               (incorporated by reference to Exhibit A of AEP's Definitive Proxy
               Statement for the 2000 Annual Meeting of Shareholders, filed with
               the Securities and Exchange Commission on March 8, 2000, File No.
               70-09623)

      5        Opinion of Ann B. Graf, Esq., Senior Counsel - Securities of
               American  Electric  Power  Service  Corporation,  a wholly  owned
               subsidiary  of AEP, as to the  legality of the  securities  being
               registered

    23.1       Consent of Deloitte & Touche LLP

    23.2       Consent of Arthur Andersen LLP

    23.3       Consent of Ann B. Graf, Esq., Senior Counsel - Securities of
               American Electric Power Service Corporation, a wholly owned
               subsidiary of AEP (included in Exhibit 5)

     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
                        fundamental  change in the  information set fort in this
                        registration  statement.  Notwithstanding the foregoing,
                        any increase or decreas 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 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.


                                   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 20th day of
September, 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 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  September  20,  2000 by the
following persons in the capacities indicated with the Registrant.

         Signature                           Title


 /s/  LEONARD V. ASSANTE
      Leonard V. Assante              Deputy Controller
                                      (Principal Accounting Officer)


 /s/  DONALD M. CARLTON
      Donald M. Carlton               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/ WILLIAM R. HOWELL
    William R. Howell                 Director


/s/  LESTER A. HUDSON, JR.
     Lester A. Hudson, Jr.            Director


/s/  THOMAS V. SHOCKLEY, III
     Thomas V. Shockley, III          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

<PAGE>

                                  Exhibit Index

Exhibit
Number                             Description

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

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

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

      4        American  Electric  Power System 2000  Long-Term  Incentive  Plan
               (incorporated by reference to Exhibit A of AEP's Definitive Proxy
               Statement for the 2000 Annual Meeting of Shareholders, filed with
               the Securities and Exchange Commission on March 8, 2000, File No.
               70-09623)

      5        Opinion of Ann B. Graf, Esq., Senior Counsel-Securities of
               American Electric Power Service Corporation, a wholly owned
               subsidiary of AEP, as to the legality of the securities being
               registered

    23.1       Consent of Deloitte & Touche LLP

    23.2       Consent of Arthur Andersen LLP

    23.3       Consent of Ann B. Graf, Esq., Senior Counsel-Securities of
               American Electric Power Service Corporation, a wholly owned
               subsidiary of AEP (included in Exhibit 5)

     24        Power of Attorney (included on the signature page)


<PAGE>
TYPE:          EX-5
SEQUENCE:      2
DESCRIPTION:   EXHIBIT 5

                                                                       EXHIBIT 5
American Electric Power Company, Inc.
1 Riverside Plaza
Columbus, Ohio  43215

Ladies and Gentlemen:

         I am Senior  Counsel - Securities  of American  Electric  Power Service
Corporation, a wholly owned subsidiary of American Electric Power Company, Inc.,
a New York corporation (the "Company"), and in such capacity I have examined the
Company's  Registration  Statement  on Form S-8 (the  "Registration  Statement")
under the Securities Act of 1933, as amended, for the registration of 15,700,000
shares of the Company's Common Stock,  $6.50 par value per share (the "Shares"),
which  Shares  will be issued  under the  American  Electric  Power  System 2000
Long-Term Incentive Plan (the "Plan").

         I have examined and am familiar with originals or copies,  certified or
otherwise identified to my satisfaction,  of such documents,  corporate records,
certificates  of public  officials  and  officers  of the Company and such other
instruments  as I have  deemed  necessary  or  appropriate  as a  basis  for the
opinions expressed below.

         Based on the  foregoing,  I am of the opinion  that the Shares are duly
authorized and when the Shares have been issued and delivered in accordance with
the terms of the Plan,  such  Shares  will be  legally  issued,  fully  paid and
nonassessable.

         I hereby  consent to the filing of this opinion of counsel as Exhibit 5
to the Registration Statement.

                                                         Very truly yours,

                                                         /s/ Ann B. Graf
                                                             Ann B. Graf


<PAGE>
TYPE:          EX-23
SEQUENCE:      3
DESCRIPTION:   EXHIBIT 23.1

                                                                    EXHIBIT 23.1

                         CONSENT OF INDEPENDENT AUDITORS

         We consent to incorporation by reference in this Registration Statement
on Form S-8 of American  Electric  Power  Company,  Inc.  of our  reports  dated
February 22, 2000 (March 3, 2000 as to Note 7) appearing in and  incorporated by
reference in the Annual Report on Form 10-K of American  Electric Power Company,
Inc. for the year ended  December 31, 1999, and to the reference to us under the
heading  "Experts"  in the  Prospectus,  which  is  part  of  this  Registration
Statement.

                                                     /s/ Deloitte & Touche LLP
                                                         Deloitte & Touche LLP

Columbus, Ohio
September 18, 2000

<PAGE>
TYPE:          EX-23
SEQUENCE:      4
DESCRIPTION:   EXHIBIT 23.2

                                                                    EXHIBIT 23.2

                         CONSENT OF INDEPENDENT AUDITORS

         As independent public auditors,  we hereby consent to the incorporation
by reference of our report dated  February 25, 2000 on the financial  statements
of Central and South West  Corporation (the "Company") for the fiscal year ended
December  31, 1999  included in the  Company's  Form 10-K into the  Registration
Statement on Form S-8, pertaining to the American Electric Power Company, Inc.'s
American  Electric Power System 2000 Long-Term  Incentive Plan and the reference
to our firm under the experts heading in the related prospectus.

                                                    /s/ Arthur Andersen LLP
                                                        Arthur Andersen LLP

Dallas, Texas
September 19, 2000
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "AEP 2000 LONG-TERM INCENTIVE PLAN", "secsgml_size_bytes": 28181}]
{"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": "333-46360", "film-number": "726732"}, "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 September 21, 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)

                         American Electric Power System
                          2000 Long-Term Incentive 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)
                                   -----------
CALCULATION OF REGISTRATION FEE
========================================== =================== ================ ==================== ===============
                                                                  Proposed           Proposed
                Title of                                           Maximum            Maximum          Amount of
              Securities to                    Amount to       Offering Price        Aggregate        Registration
              be Registered                Be Registered (1)    Per Share (2)   Offering Price (2)      Fee (2)
------------------------------------------ ------------------- ---------------- -------------------- ---------------
Common Stock, $6.50 par value per share    15,700,000 shares         $37.80        $593,460,000         $156,673
========================================== =================== ================ ==================== ===============
(1)  Pursuant  to Rule 416 under the  Securities  Act of 1933,  as amended  (the
     "Securities  Act"),  there also are registered  hereunder  such  additional
     indeterminate  number  of  shares  as  may be  issued  as a  result  of the
     adjustment provisions of the Plan.

(2)  Pursuant to Rule 457(h) 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  September
     15, 2000 as reported on the New York Stock Exchange.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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 this  Registration  Statement in accordance with Rule
428 under the Securities Act and Note to Part I of Form S-8.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission by American Electric Power Company,  Inc. ("AEP") are incorporated by
reference herein:

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

         (ii)  Quarterly  Reports  on Form 10-Q of AEP for the  fiscal  quarters
               ended March 31 and June 30, 2000;

         (iii) Current  Report on Form 8-K of AEP dated May 8, 2000 and filed on
               May 9, 2000;

         (iv)  Current  Report on Form 8-K of AEP dated June 15,  2000 and filed
               on June 16, 2000;

         (v)   Current  Report on Form 8-K/A of AEP dated June 15, 2000 and
               filed on July 31, 2000;

         (vi)  Annual Report on Form 10-K of Central and South West  Corporation
               for the fiscal year ended December 31, 1999;

         (vii) Quarterly   Report  on  Form  10-Q  of  Central  and  South  West
               Corporation for the fiscal quarter ended March 31, 2000; and

         (viii) 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  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 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.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

Item 8.  EXHIBITS

   Exhibit
   Number                         Description

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

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

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

      4        American  Electric  Power System 2000  Long-Term  Incentive  Plan
               (incorporated by reference to Exhibit A of AEP's Definitive Proxy
               Statement for the 2000 Annual Meeting of Shareholders, filed with
               the Securities and Exchange Commission on March 8, 2000, File No.
               70-09623)

      5        Opinion of Ann B. Graf, Esq., Senior Counsel - Securities of
               American  Electric  Power  Service  Corporation,  a wholly  owned
               subsidiary  of AEP, as to the  legality of the  securities  being
               registered

    23.1       Consent of Deloitte & Touche LLP

    23.2       Consent of Arthur Andersen LLP

    23.3       Consent of Ann B. Graf, Esq., Senior Counsel - Securities of
               American Electric Power Service Corporation, a wholly owned
               subsidiary of AEP (included in Exhibit 5)

     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
                        fundamental  change in the  information set fort in this
                        registration  statement.  Notwithstanding the foregoing,
                        any increase or decreas 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 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.

                                   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 20th day of
September, 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 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  September  20,  2000 by the
following persons in the capacities indicated with the Registrant.

         Signature                           Title

 /s/  LEONARD V. ASSANTE
      Leonard V. Assante              Deputy Controller
                                      (Principal Accounting Officer)

 /s/  DONALD M. CARLTON
      Donald M. Carlton               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/ WILLIAM R. HOWELL
    William R. Howell                 Director

/s/  LESTER A. HUDSON, JR.
     Lester A. Hudson, Jr.            Director

/s/  THOMAS V. SHOCKLEY, III
     Thomas V. Shockley, III          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
Exhibit Index

Exhibit
Number                             Description

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

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

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

      4        American  Electric  Power System 2000  Long-Term  Incentive  Plan
               (incorporated by reference to Exhibit A of AEP's Definitive Proxy
               Statement for the 2000 Annual Meeting of Shareholders, filed with
               the Securities and Exchange Commission on March 8, 2000, File No.
               70-09623)

      5        Opinion of Ann B. Graf, Esq., Senior Counsel-Securities of
               American Electric Power Service Corporation, a wholly owned
               subsidiary of AEP, as to the legality of the securities being
               registered

    23.1       Consent of Deloitte & Touche LLP

    23.2       Consent of Arthur Andersen LLP

    23.3       Consent of Ann B. Graf, Esq., Senior Counsel-Securities of
               American Electric Power Service Corporation, a wholly owned
               subsidiary of AEP (included in Exhibit 5)

     24        Power of Attorney (included on the signature page)
TYPE:          EX-5
SEQUENCE:      2
DESCRIPTION:   EXHIBIT 5

                                                                       EXHIBIT 5
American Electric Power Company, Inc.
1 Riverside Plaza
Columbus, Ohio  43215

Ladies and Gentlemen:

         I am Senior  Counsel - Securities  of American  Electric  Power Service
Corporation, a wholly owned subsidiary of American Electric Power Company, Inc.,
a New York corporation (the "Company"), and in such capacity I have examined the
Company's  Registration  Statement  on Form S-8 (the  "Registration  Statement")
under the Securities Act of 1933, as amended, for the registration of 15,700,000
shares of the Company's Common Stock,  $6.50 par value per share (the "Shares"),
which  Shares  will be issued  under the  American  Electric  Power  System 2000
Long-Term Incentive Plan (the "Plan").

         I have examined and am familiar with originals or copies,  certified or
otherwise identified to my satisfaction,  of such documents,  corporate records,
certificates  of public  officials  and  officers  of the Company and such other
instruments  as I have  deemed  necessary  or  appropriate  as a  basis  for the
opinions expressed below.

         Based on the  foregoing,  I am of the opinion  that the Shares are duly
authorized and when the Shares have been issued and delivered in accordance with
the terms of the Plan,  such  Shares  will be  legally  issued,  fully  paid and
nonassessable.

         I hereby  consent to the filing of this opinion of counsel as Exhibit 5
to the Registration Statement.

                                                         Very truly yours,

                                                         /s/ Ann B. Graf
                                                             Ann B. Graf
TYPE:          EX-23
SEQUENCE:      3
DESCRIPTION:   EXHIBIT 23.1

                                                                    EXHIBIT 23.1

                         CONSENT OF INDEPENDENT AUDITORS

         We consent to incorporation by reference in this Registration Statement
on Form S-8 of American  Electric  Power  Company,  Inc.  of our  reports  dated
February 22, 2000 (March 3, 2000 as to Note 7) appearing in and  incorporated by
reference in the Annual Report on Form 10-K of American  Electric Power Company,
Inc. for the year ended  December 31, 1999, and to the reference to us under the
heading  "Experts"  in the  Prospectus,  which  is  part  of  this  Registration
Statement.

                                                     /s/ Deloitte & Touche LLP
                                                         Deloitte & Touche LLP

Columbus, Ohio
September 18, 2000
TYPE:          EX-23
SEQUENCE:      4
DESCRIPTION:   EXHIBIT 23.2

                                                                    EXHIBIT 23.2

                         CONSENT OF INDEPENDENT AUDITORS

         As independent public auditors,  we hereby consent to the incorporation
by reference of our report dated  February 25, 2000 on the financial  statements
of Central and South West  Corporation (the "Company") for the fiscal year ended
December  31, 1999  included in the  Company's  Form 10-K into the  Registration
Statement on Form S-8, pertaining to the American Electric Power Company, Inc.'s
American  Electric Power System 2000 Long-Term  Incentive Plan and the reference
to our firm under the experts heading in the related prospectus.

                                                    /s/ Arthur Andersen LLP
                                                        Arthur Andersen LLP

Dallas, Texas
September 19, 2000