As filed with the Securities and Exchange Commission on June 5, 2001
                                     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                               (I.R.S. Employer
  Jurisdiction of                             Identification No.)
  Incorporation or
   Organization)
--------------------------------------------------------------------
                    1 Riverside Plaza, Columbus, Ohio 43215
              (Address of Principal Executive Offices) (Zip Code)

                        American Electric Power System
                     Supplemental Retirement Savings Plan
                           (Full Title of the Plan)
                                  ___________

                            Jeffrey D. Cross, Esq.
               Senior Vice President and Deputy General Counsel
                  American Electric Power Service Corporation
                               1 Riverside Plaza
                             Columbus, Ohio 43215
                                (614) 223-1580
    (Name, Address and Telephone Number, Including Area Code, of Agent For
                                   Service)
                                  ___________

                        CALCULATION OF REGISTRATION FEE
=========================================================================
                                    Proposed      Proposed
                                    Maximum       Maximum
    Title of        Amount to be  Offering Price  Aggregate    Amount of
   Securities to    Registered      Per Share     Offering   Registration
 be Registered (1)     (2)          (2)           Price (2)    Fee (2)
 ------------------------------------------------------------------------
 ------------------------------------------------------------------------
Supplemental        $80,000,000     100%        $80,000,000    $20,000
Savings Plan
Deferred
Compensation
Obligations
=========================================================================
(1)     The American  Electric  Power System  Supplemental  Retirement  Savings
   Plan  Obligations  are  unsecured  obligations  of American  Electric  Power
   Company,  Inc. to pay deferred compensation in the future in accordance with
   the American Electric Power System Supplemental Retirement Savings Plan.

(2)     Estimated  solely for  purposes of  calculating  the  registration  fee
   pursuant to Rule 457(h).


                               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, 2000;

           (ii) Quarterly  Report  on Form 10-Q of AEP for the  fiscal  quarter
                ended March 31, 2001;

           (iii)Current Report on Form 8-K of AEP dated April 24, 2001; and

(iv)  Current Report on Form 8-K/A of AEP dated May 3, 2001.

      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

      The securities registered hereby are deferred  compensation  obligations,
which are fully  described in the American  Electric Power System  Supplemental
Retirement Savings Plan.

Item 5.         INTERESTS OF NAMED EXPERTS AND COUNSEL

      Certain  legal  matters with  respect to the  offering of the  securities
registered   hereby   have   been   passed   upon  by  Ann  B.   Graf,   Senior
Counsel-Securities  of American  Electric Power Service  Corporation,  a wholly
owned  subsidiary of American  Electric Power Company,  Inc. Ms. Graf is paid a
salary by American  Electric Power Service  Corporation and is a participant in
various  employee  benefit  plans  offered to  employees  of American  Electric
Power Service Corporation.

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

   4     American Electric Power System Supplemental Retirement
         Savings Plan

   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 KPMG Audit Plc

  23.4   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   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  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 4th day of June, 2001.

                               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 June 4, 2001 by the following
persons in the capacities indicated with the Registrant.

      Signature                                   Title


  /s/  E. R. BROOKS
        E. R. Brooks                             Director


  /s/  JOSEPH M. BUONAIUTO       Controller and Chief Accounting Officer
        Joseph M. Buonaiuto          (Principal Accounting Officer)


  /s/  DONALD M. CARLTON
        Donald M. Carlton                        Director


  /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


  /s/  LEONARD J. KUJAWA
        Leonard J. Kujawa                        Director


  /s/  JAMES L. POWELL
        James L. Powell                          Director


  /s/  RICHARD L. SANDOR
        Richard L. Sandor                        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

   4     American Electric Power System Supplemental Retirement
         Savings Plan.

   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 KPMG Audit plc

  23.4   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)




                                                                      Exhibit 4


                        AMERICAN ELECTRIC POWER SYSTEM
                     SUPPLEMENTAL RETIREMENT SAVINGS PLAN


                    AMENDED AND RESTATED AS OF JUNE 1, 2001


                                   ARTICLE I

                          Purposes and Effective Date

      1.1  The American Electric Power System Supplemental Retirement Savings
Plan is established to provide to eligible employees a tax-deferred savings
opportunity otherwise not available to them under the terms of the American
Electric Power System Retirement Savings Plan because of contribution
restrictions imposed by the Internal Revenue Code.

      1.2  The effective date of the American Electric Power System
Supplemental Retirement Savings Plan is January 1, 1994 and the effective
date of the Amended and Restated American Electric Power System Supplemental
Retirement Savings Plan is June 1, 2001.


                                  ARTICLE II

                                  DEFINITIONS

      2.1  "Account" means the separate memo account established and
maintained by the Company or the recordkeeper employed by the Company to
record Contributions allocated to a Participant's Account and to record any
related Investment Income on the Fund or Funds selected by the Participant.

      2.2  "Applicable Federal Rate" means 120% of the applicable federal
long-term rate, with monthly compounding (as prescribed under Section 1274(d)
of the Code), published for the December immediately prior to the Plan year.

      2.3  "Code" means the Internal Revenue Code of 1986, as amended from
time to time.

      2.4  "Committee" means the Employee Benefit Trusts Committee as
established by the Board of Directors of American Electric Power Service
Corporation.

      2.5 "Compensation" means the sum of a Participant's regular base salary
or wage including any salary or wage reductions made pursuant to sections 125
and 402(e)(3) of the Code and contributions to this Plan and incentive
compensation paid pursuant to the terms of annual incentive compensation
plans up to a maximum of one million dollars, provided that compensation
shall not include non-annual bonuses (such as but not limited to project
bonuses and sign-on bonuses), severance pay, relocation payments, or any
other form of additional compensation that is not considered to be part of
base salary, base wage or annual incentive compensation.

      2.6  "Company" means the American Electric Power Service Corporation and
its subsidiaries and affiliates.

      2.7  "Company Contributions" means the matching contributions made by
the Company pursuant to section 3.2.

      2.8  "Contributions" means, as the context may require, Participant
Contributions and Company contributions.

      2.9  "Corporation" means the American Electric Power Company, Inc., a
New York corporation.

      2.10  "Eligible Employee" means an employee of the Company whose base
salary or base wage, including salary or wage reductions made pursuant to
section 125 and 402(e)(3) of the Code, equals or exceeds $100,000 immediately
prior to the enrollment period.

      2.11  "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended from time to time.

      2.12  "Fund" means the investment options made available to participants
in the Savings Plan and includes the Interest Bearing Account.

      2.13  "Investment Income" means with respect to Participant
Contributions and Company Contributions the earnings, gains and losses
derived from the investment of such Contributions in a Fund or Funds.

      2.14  "Interest Bearing Account" means an investment option to be made
available to Participants in this Plan in which the Contributions invested in
this option are credited with interest at the Applicable Federal Rate.


      2.16  "Pay Reduction Agreement" means an agreement between the Company
and the Participant in which the Participant elects to reduce his or her
Compensation for the Plan Year and the Company agrees to treat the amount of
the salary reduction as a Participant Contribution to this Plan.

      2.17  "Participant Contributions" means contributions made by the
Participant pursuant to an executed Pay Reduction Agreement subject to the
Participant Contribution limits contained in section 3.1.

      2.18  "Plan" means the American Electric Power System Supplemental
Retirement Savings Plan, as in effect from time to time.

      2.19  "Plan year" means the calendar year commencing each January 1 and
ending each December 31.

      2.20  "Savings Plan" means the American Electric Power System Retirement
Savings Plan, a plan qualified under section 401(a) of the Code, as in effect
from time to time.


                                  ARTICLE III

                                 CONTRIBUTIONS

      3.1  A Participant may elect to make Participant Contributions by
executing a Pay Reduction Agreement.  All Participant Contributions (i) shall
be made by payroll deductions at the end of each payroll period, (ii) shall
be based upon the Compensation the Participant received during such payroll
period, and (iii) shall commence as soon as practicable after the Participant
completes and delivers to the Committee a Pay Reduction Agreement.
Participant Contributions are to be made in multiples of one (1) whole
percentage of Compensation, not to exceed 20 percent of Compensation for any
payroll period or Plan Year.  The maximum Participant Contribution for any
Plan Year shall not exceed the difference between (a) the Participant's
Compensation for the Plan Year times 20 percent and (b) the aggregate amount
of the Participant's Before-Tax and After-Tax contributions to the Savings
Plan.

      3.2  Subject to the limitation contained in section 3.3, the Company
shall contribute to the Plan on behalf of each Participant an amount equal to
75% of the amount, not in excess of 6% of a Participant's Compensation,
contributed to the Plan by the Participant.

      3.3  The amount of Company Contributions deemed to be contributed to the
Plan on behalf of a Participant in combination with contributions made by the
Company to the Savings Plan on behalf of the Participant, shall, in the
aggregate be equal to the lesser of (a) 75% of the Participant Contributions
made by the Participant to this Plan and the Savings Plan, or (b) 4.5% of the
Participant's Compensation.  If the aggregate contributions exceed the lesser
limitation, Company Contributions credited to the Participant's Account shall
be reduced until the aggregate Company Contributions made under both the
Savings Plan and this Plan do not exceed the limitation.

      3.4  Except as provided in section 3.5, employees who become eligible
for the Plan during the Plan Year shall become Participants on the first day
of the Plan Year following the next annual enrollment period, provided they
enter into a Pay Reduction Agreement during the enrollment period.

      3.5  Employees who were Eligible Employees as of June 1, 2001 shall be
eligible to participate in the Plan as of June 1, 2001 and make Participant
Contributions on Compensation paid on or after June 29, 2001.


                                  ARTICLE IV

                          INVESTMENT OF CONTRIBUTIONS

      4.1  Participant Contributions and Company Contributions shall be
invested in the Funds selected by the Participant.  The Participant may
change the selected Funds by notifying the recordkeeper retained by the
Company.  Any change in the Funds selected by the Participant shall be
implemented as soon as practicable.

      4.2  A Participant may elect to transfer all or a portion of the
Contributions from any Fund or Funds to any other Fund or Funds by giving
notice to the recordkeeper retained by the Company.  Transfers between Funds
may be made in any whole percentage or dollar amounts and shall be
implemented as soon as possible.

      4.3  The Funds shall be valued daily at their fair market value and each
Participant's Account shall be valued daily at its fair market value.  The
fair market value calculation for a Participant's Account shall be made after
all Contributions, withdrawals, distributions, Investment Income and
transfers for the day are recorded.

      4.4  The Plan is an unfunded non-qualified deferred compensation plan
and therefore the Contributions credited to a Participant's Account and the
investment of those Contributions in the Fund or Funds selected by the
Participant are memo accounts that represent general, unsecured liabilities
of the Company payable exclusively out of the general assets of the Company.


                                   ARTICLE V

                   ELECTION, DISTRIBUTIONS AND BENEFICIARIES

      5.1  In order for an election to make Participant Contributions to be
effective for any given Plan Year, the Participant must enter into an
irrevocable Pay Reduction Agreement during the annual enrollment period
preceding the Plan Year as to which the election is to take effect.  The Pay
Reduction Agreement shall remain in force as to the Plan Year for which it is
delivered and shall carry forward for each subsequent Plan Year until it is
revoked or superseded by a new Pay Reduction Agreement entered into during an
annual enrollment period.  No election shall be effective to defer under the
Plan any Compensation which would be otherwise paid to the Participant on or
before the first day of the Plan year for which the Pay Reduction Agreement
is entered into.  The Pay Reduction Agreement and any revocation thereof
shall contain such information as may be reasonably required by the Committee
and shall be executed at the time and in the manner prescribed by the
Committee.

      5.2 Upon a  Participant's  termination of employment for any reason other
than death, all amounts which are credited to the  Participant's  Account shall
be distributed to the Participant in the form of:

(1)   a  single  lump-sum   payment  when  the   Participant's   employment  is
        terminated  or at  the  end  of the  post-termination  deferral  period
        selected by the Participant, or

(2)   in approximately equal annual or semi-annual installment payments over
        not less than two or more than ten years commencing when the
        Participant's employment is terminated or at the end of the
        post-termination deferral period selected by the Participant.

A post-termination deferral shall be for a period of at least one year but
not more then five years from the date the Participant's employment is
terminate.  The Participant's distribution election shall be made when the
Participant first elects to participate in the Plan.  The Participant may
amend or revoke the distribution election at any time prior to the
Participant's termination of employment, but any such amendment or revocation
must be made at least twelve months prior to the initial distribution.  If
the Participant does not elect a post-termination deferral, the distribution
of a lump-sum payment or the first installment payment shall be made within
120 days after the Participant's termination of employment.  If the
Participant elects a post-termination deferral, the lump-sum payment or the
first installment payment shall be made within 120 days after the end of the
deferral period.  If the Participant elects a post-termination deferral or
elects installment payments, the Participant shall be eligible to invest the
undistributed balance in the Participant's Account as provided in section
4.2.  A lump sum distribution with no post-termination deferral will be made
for participants who do not make a distribution election.

      5.3  Each Participant shall have the right to designate a beneficiary or
beneficiaries who shall receive the balance of the Participant's Account if
the Participant dies prior to the complete distribution of the Participant's
Account.  Any designation, or change or rescission thereof, shall be made by
completing and furnishing to the Committee the appropriate beneficiary form
prescribed by the Committee.  The last designation of beneficiary received by
the Committee prior to the death of the Participant shall control.

      5.4  Upon a Participant's death prior to termination of employment or
prior to the complete distribution of the Participant's Account, all amounts
credited to the Participant's Account shall be distributed to (a) the
Participant's named beneficiary, or (b) if the named beneficiary predeceases
the Participant or if the Participant did not name a beneficiary, to the
Participant's estate.  Distributions to the named beneficiary shall be in the
form of (1) a single lump-sum payment or (2) in approximately equal annual or
semi-annual installment payments over not less than two nor more then ten
years as elected by the beneficiary.  The beneficiary's distribution election
must be made within 90 days of the Participant's date of death.  If an
election is not made, the beneficiary shall receive a lump-sum payment.  The
distribution of a lump-sum payment or the first installment payment to a
beneficiary shall be made within 90 days after the beneficiary makes or fails
to make a distribution election.  In the event the beneficiary elects
installment payments, the beneficiary shall be eligible to invest the
remaining balance in the Account as provided in section 4.2 as if the
beneficiary is a Participant.  In the event a beneficiary receiving
installment payments shall die prior to a complete distribution of the
Account, the remaining balance in the Account shall be paid to the
beneficiary's estate within 120 days after the Committee is notified of
beneficiary's death.  The distribution of a lump-sum payment to the
Participant's estate shall be made within 120 days after the Participant's
date of death.


                                  ARTICLE VI

                            TAXES AND TAX TREATMENT

      6.1  Each Participant agrees that as a condition of participation in the
Plan, the Company may withhold all applicable taxes from any distribution
hereunder to the extent that such taxes are then payable.

      6.2   The adoption and maintenance of the Plan is conditioned upon (1)
the applicability of section 451(a) of the Code to the Participant's
recognition of gross income as a result of participation herein, (2) the fact
that the Participants will not recognize gross income as a result of
participation in the Plan unless and until and then only to the extent that
distributions are received, (3) the fact that the Company will not receive a
deduction for amount credited to any Account unless and until and then only
to the extent that amounts are actually distributed and (4) the
inapplicability of the provisions of Titles 2, 3, and 4 of ERISA.  If the
Internal Revenue Service, Department of Labor or any court of competent
jurisdiction determines or finds as a fact or legal conclusion that any of
the above conditions is untrue and issues an assessment, determination,
opinion or report to such effect, or if in the opinion of counsel to the
Company any one of the above assumptions is incorrect, then the Company shall
have the option to terminate this Plan as provided in section 8.1.


                                  ARTICLE VII

                                Administration

      7.1  The Committee shall (i) administer and interpret the terms and
conditions of the Plan, (ii) establish reasonable procedures with which
Participants must comply to exercise any right established hereunder, and
(iii) be permitted to delegate its responsibilities or duties hereunder to
any person or entity.  The rights and duties of the Participants and all
other persons and entities claiming an interest under the Plan are subject
to, and governed by, such acts of administration, interpretation, procedure
and delegation.

      7.2  The Committee may employ agents, attorneys, accountants, or other
persons and allocate or delegate to them powers, rights, and duties all as
the Committee may consider necessary or advisable to properly carry out the
administration of the Plan.

      7.3  The Company shall maintain, or cause to be maintained, records
showing the individual credit balances of each Participant's Account.  Each
Participant shall be furnished with quarterly statements setting forth the
value of the total credits to the Participant's Account.


                                 ARTICLE VIII

                           Amendment or Termination

      8.1  The Company intends to continue the Plan indefinitely but reserves
the right to modify the Plan from time to time, or to terminate the Plan
entirely or to direct the permanent discontinuance or temporary suspension of
Contributions under the Plan; provided that no such modification,
termination, discontinuance or suspension shall affect or otherwise deprive a
Participant or beneficiary of any distributions to which they may be entitled
under the Plan.


                                  ARTICLE IX

                                 Miscellaneous

      9.1  Nothing in the Plan shall interfere with or limit in any way the
right of the Company to terminate any Participant's employment at any time,
nor confer upon a Participant any right to continue in the employ of the
Company.

      9.2  In the event the Committee shall find that a Participant or
beneficiary is unable to care for his or her affairs because of illness or
accident, the Committee may direct that any payment due the Participant or
the beneficiary be paid to the duly appointed legal representative of the
Participant or beneficiary, and any such payment so made shall be a complete
discharge of the liabilities of the Plan and the Company.

      9.3  The Plan shall be construed and administered according to the laws
of the State of Ohio.


                                   ARTICLE X

                               Change In Control

      10.1 Notwithstanding any provisions of the Plan to the contrary, if a
Change in Control, as defined in Section 10.2, of the Corporation occurs, all
benefits accrued as of the date of the Change in Control shall be fully
vested and non-forfeitable.

      10.2  A "Change in Control" of the Corporation shall be deemed to have
occurred if (i) any "person" or "group" (as such terms are used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934 ("Exchange Act")),
other than any company owned, directly or indirectly, by the shareholders of
the Corporation in substantially the same proportions as their ownership of
stock of the Corporation or a trustee or other fiduciary holding securities
under an employee benefit plan of the Corporation, becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of more than 25 percent of the then outstanding voting stock of
the Corporation, (ii) during any period of two consecutive years, individuals
who at the beginning of such period constitute the Board, together with any
new Directors (other than a director nominated by a person (x) who has
entered into an agreement with the Corporation to effect a transaction
described in Section 10.2(i), (iii) or (iv) who publicly announces an
intention to take or to consider taking actions (including, but not limited
to, an actual or threatened proxy contest) which if consummated would
constitute a Change In Control) whose election or nomination for election was
approved by a vote of at least two-thirds of the Directors then still in
office who were either Directors at the beginning of the period or whose
election or nomination for election was previously so approved, cease for any
reason to constitute at least a majority of the Board; or (iii) the
consummation of a merger or consolidation of the Corporation with any other
entity, other than a merger or consolidation which would result in the voting
securities of the Corporation outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) at least 50 percent
of the total voting power represented by the voting securities of the
Corporation or such surviving entity outstanding immediately after such
merger or consolidation; or (iv) the shareholders of the Corporation approve
a plan of complete liquidation of the Corporation, or an agreement for the
sale or disposition by the Corporation (in one transaction or a series of
transactions) of all or substantially all of the Corporation's assets.

For purposes of this Section 10.2, "Board" shall mean the Board of Directors
of the Corporation, and "Director" shall mean an individual who is a member
of the Board


                                  ARTICLE XI

                               Claims Procedure

      11.1  If a Participant makes a written request alleging a right to
receive benefits under the Plan or alleging a right to receive an adjustment
in benefits being paid under the Plan, the Committee shall treat it as a
claim for benefits.  All claims for benefits under the Plan shall be sent to
the Committee and must be received within 75 days after the Participant's
termination of employment.  If the Committee determines that any Participant
who has claimed a right to receive benefits, or different benefits, under the
Plan is not entitled to receive all or any part of the benefits claimed, it
will inform the claimant in writing of its determination and the reasons
therefor in terms calculated to be understood by the claimant.  The notice
will be sent within 90 days of the claim unless the Committee determines
additional time, not exceeding 90 days, is needed.  The notice shall make
specific reference to the pertinent Plan provisions on which the denial is
based, and describe any additional material or information, if any, necessary
for the claimant to perfect the claim and the reason any such addition
material or information is necessary.  Such notice shall, in addition, inform
the claimant what procedure the claimant should follow to take advantage of
the review procedures set forth below in the event the claimant desires to
contest the denial of the claim.  The claimant may within 90 days thereafter
submit in writing to the Committee a notice that the claimant contests the
denial of the claim by the Committee and desires a further review.  The
Committee shall within 60 days thereafter review the claim and authorize the
claimant to appear personally and review pertinent documents and submit
issues and comments relating to the claim to the persons responsible for
making the determination on behalf of the Committee.  The Committee will
render its final decision with specific reasons therefore in writing and will
transmit it to the claimant within 60 days of the written request for review,
unless the Committee determines additional time, not exceeding 60 days, is
needed, and so notifies the claimant.  If the Committee fails to respond to a
claim filed in accordance with the foregoing within 90 days or any such
extended period, the Committee shall be deemed to have denied the claim.



                                                                      EXHIBIT 5
                                                                   June 4, 2001

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 $80,000,000 of deferred compensation obligations (the
"Obligations"), which will represent unsecured obligations of the Company
issued under the American Electric Power System Supplemental Retirement
Savings 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 upon and subject to the foregoing, I am of the opinion that when
issued by the Company in the manner provided in the Plan, the Obligations
will be valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms, except as enforcement thereof may be
limited by bankruptcy, insolvency or other laws of general applicability
relating to or affecting enforcement of creditors' rights or by general
principles of equity.

      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



                                                                   EXHIBIT 23.1

                        CONSENT OF INDEPENDENT AUDITORS

      We consent to the incorporation by reference in this Registration
Statement on Form S-8 of American Electric Power Company, Inc. of our report
dated February 26, 2001 (which expresses an unqualified opinion and includes
an explanatory paragraph referring to the restatement of the 1999 and 1998
financial statements to give retroactive effect to the conforming change in
the method of accounting for vacation pay accruals) incorporated by reference
in the Annual Report on Form 10-K of American Electric Power Company, Inc.
for the year ended December 31, 2000; our report dated February 26, 2001
appearing in the Annual Report on Form 10-K of American Electric Power
Company, Inc. for the year ended December 31, 2000; and to the reference to
us under the heading "Experts" in the Prospectus, which is part of the
Registration Statement.

                                          /s/ Deloitte & Touche LLP
                                              Deloitte & Touche LLP

Columbus, Ohio
June 4, 2001



                                                                   EXHIBIT 23.2

                        CONSENT OF INDEPENDENT AUDITORS

      As independent public accountants, we hereby consent to the
incorporation by reference in this Form S-8 of our report dated February 25,
2000 on the financial statements of Central and South West Corporation for
the fiscal year ended December 31, 1999, included and incorporated by
reference in American Electric Power Company, Inc.'s Form 10-K for the year
ended December 31, 2000, and to all references to our firm in this Form S-8.

                                          /s/ Arthur Andersen LLP
                                              Arthur Andersen LLP

Dallas, Texas
June 4, 2001



                                                                   EXHIBIT 23.3

                        CONSENT OF INDEPENDENT AUDITORS

      We consent to the incorporation by reference in this Registration
Statement of American Electric Power Company, Inc. on Form S-8 of our report
(not included therein) dated 18 January 1999, with respect to the
consolidated balance sheet of CSW UK Finance Company as of 31 December 1998
and the related consolidated statements of earnings and cash flows for the
year then ended, and our report (not included therein) dated 17 January 2000
with respect to the consolidated balance sheet of CSW UK Holdings as of 31,
December 1999 and the related consolidated statements of earnings and cash
flows for the year then ended which reports appear in the 2000 Annual Report
of American Electric Power Company, Inc. and are incorporated by reference in
Form 10-K of American Electric Power Company, Inc. for the year ended 31
December 2000 and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.

                                          /s/ KPMG Audit Plc
                                              Chartered Accountants
                                              Registered Auditor

London, England
June 4, 2001
[{"type": "S-8", "sequence": "1", "filename": "s8aep.txt", "description": "SUPPLEMENTAL RETIREMENT SAVINGS PLAN", "secsgml_size_bytes": 50392}]
{"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": "333-62278", "film-number": "1654102"}, "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 5, 2001
                                     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                               (I.R.S. Employer
  Jurisdiction of                             Identification No.)
  Incorporation or
   Organization)
--------------------------------------------------------------------
                    1 Riverside Plaza, Columbus, Ohio 43215
              (Address of Principal Executive Offices) (Zip Code)

                        American Electric Power System
                     Supplemental Retirement Savings Plan
                           (Full Title of the Plan)
                                  ___________

                            Jeffrey D. Cross, Esq.
               Senior Vice President and Deputy General Counsel
                  American Electric Power Service Corporation
                               1 Riverside Plaza
                             Columbus, Ohio 43215
                                (614) 223-1580
    (Name, Address and Telephone Number, Including Area Code, of Agent For
                                   Service)
                                  ___________

                        CALCULATION OF REGISTRATION FEE
=========================================================================
                                    Proposed      Proposed
                                    Maximum       Maximum
    Title of        Amount to be  Offering Price  Aggregate    Amount of
   Securities to    Registered      Per Share     Offering   Registration
 be Registered (1)     (2)          (2)           Price (2)    Fee (2)
 ------------------------------------------------------------------------
 ------------------------------------------------------------------------
Supplemental        $80,000,000     100%        $80,000,000    $20,000
Savings Plan
Deferred
Compensation
Obligations
=========================================================================
(1)     The American  Electric  Power System  Supplemental  Retirement  Savings
   Plan  Obligations  are  unsecured  obligations  of American  Electric  Power
   Company,  Inc. to pay deferred compensation in the future in accordance with
   the American Electric Power System Supplemental Retirement Savings Plan.

(2)     Estimated  solely for  purposes of  calculating  the  registration  fee
   pursuant to Rule 457(h).

                               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, 2000;

           (ii) Quarterly  Report  on Form 10-Q of AEP for the  fiscal  quarter
                ended March 31, 2001;

           (iii)Current Report on Form 8-K of AEP dated April 24, 2001; and

(iv)  Current Report on Form 8-K/A of AEP dated May 3, 2001.

      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

      The securities registered hereby are deferred  compensation  obligations,
which are fully  described in the American  Electric Power System  Supplemental
Retirement Savings Plan.

Item 5.         INTERESTS OF NAMED EXPERTS AND COUNSEL

      Certain  legal  matters with  respect to the  offering of the  securities
registered   hereby   have   been   passed   upon  by  Ann  B.   Graf,   Senior
Counsel-Securities  of American  Electric Power Service  Corporation,  a wholly
owned  subsidiary of American  Electric Power Company,  Inc. Ms. Graf is paid a
salary by American  Electric Power Service  Corporation and is a participant in
various  employee  benefit  plans  offered to  employees  of American  Electric
Power Service Corporation.

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

   4     American Electric Power System Supplemental Retirement
         Savings Plan

   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 KPMG Audit Plc

  23.4   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   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  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 4th day of June, 2001.

                               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 June 4, 2001 by the following
persons in the capacities indicated with the Registrant.

      Signature                                   Title

  /s/  E. R. BROOKS
        E. R. Brooks                             Director

  /s/  JOSEPH M. BUONAIUTO       Controller and Chief Accounting Officer
        Joseph M. Buonaiuto          (Principal Accounting Officer)

  /s/  DONALD M. CARLTON
        Donald M. Carlton                        Director

  /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

  /s/  LEONARD J. KUJAWA
        Leonard J. Kujawa                        Director

  /s/  JAMES L. POWELL
        James L. Powell                          Director

  /s/  RICHARD L. SANDOR
        Richard L. Sandor                        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

   4     American Electric Power System Supplemental Retirement
         Savings Plan.

   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 KPMG Audit plc

  23.4   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)

                                                                      Exhibit 4

                        AMERICAN ELECTRIC POWER SYSTEM
                     SUPPLEMENTAL RETIREMENT SAVINGS PLAN

                    AMENDED AND RESTATED AS OF JUNE 1, 2001

                                   ARTICLE I

                          Purposes and Effective Date

      1.1  The American Electric Power System Supplemental Retirement Savings
Plan is established to provide to eligible employees a tax-deferred savings
opportunity otherwise not available to them under the terms of the American
Electric Power System Retirement Savings Plan because of contribution
restrictions imposed by the Internal Revenue Code.

      1.2  The effective date of the American Electric Power System
Supplemental Retirement Savings Plan is January 1, 1994 and the effective
date of the Amended and Restated American Electric Power System Supplemental
Retirement Savings Plan is June 1, 2001.

                                  ARTICLE II

                                  DEFINITIONS

      2.1  "Account" means the separate memo account established and
maintained by the Company or the recordkeeper employed by the Company to
record Contributions allocated to a Participant's Account and to record any
related Investment Income on the Fund or Funds selected by the Participant.

      2.2  "Applicable Federal Rate" means 120% of the applicable federal
long-term rate, with monthly compounding (as prescribed under Section 1274(d)
of the Code), published for the December immediately prior to the Plan year.

      2.3  "Code" means the Internal Revenue Code of 1986, as amended from
time to time.

      2.4  "Committee" means the Employee Benefit Trusts Committee as
established by the Board of Directors of American Electric Power Service
Corporation.

      2.5 "Compensation" means the sum of a Participant's regular base salary
or wage including any salary or wage reductions made pursuant to sections 125
and 402(e)(3) of the Code and contributions to this Plan and incentive
compensation paid pursuant to the terms of annual incentive compensation
plans up to a maximum of one million dollars, provided that compensation
shall not include non-annual bonuses (such as but not limited to project
bonuses and sign-on bonuses), severance pay, relocation payments, or any
other form of additional compensation that is not considered to be part of
base salary, base wage or annual incentive compensation.

      2.6  "Company" means the American Electric Power Service Corporation and
its subsidiaries and affiliates.

      2.7  "Company Contributions" means the matching contributions made by
the Company pursuant to section 3.2.

      2.8  "Contributions" means, as the context may require, Participant
Contributions and Company contributions.

      2.9  "Corporation" means the American Electric Power Company, Inc., a
New York corporation.

      2.10  "Eligible Employee" means an employee of the Company whose base
salary or base wage, including salary or wage reductions made pursuant to
section 125 and 402(e)(3) of the Code, equals or exceeds $100,000 immediately
prior to the enrollment period.

      2.11  "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended from time to time.

      2.12  "Fund" means the investment options made available to participants
in the Savings Plan and includes the Interest Bearing Account.

      2.13  "Investment Income" means with respect to Participant
Contributions and Company Contributions the earnings, gains and losses
derived from the investment of such Contributions in a Fund or Funds.

      2.14  "Interest Bearing Account" means an investment option to be made
available to Participants in this Plan in which the Contributions invested in
this option are credited with interest at the Applicable Federal Rate.

      2.16  "Pay Reduction Agreement" means an agreement between the Company
and the Participant in which the Participant elects to reduce his or her
Compensation for the Plan Year and the Company agrees to treat the amount of
the salary reduction as a Participant Contribution to this Plan.

      2.17  "Participant Contributions" means contributions made by the
Participant pursuant to an executed Pay Reduction Agreement subject to the
Participant Contribution limits contained in section 3.1.

      2.18  "Plan" means the American Electric Power System Supplemental
Retirement Savings Plan, as in effect from time to time.

      2.19  "Plan year" means the calendar year commencing each January 1 and
ending each December 31.

      2.20  "Savings Plan" means the American Electric Power System Retirement
Savings Plan, a plan qualified under section 401(a) of the Code, as in effect
from time to time.

                                  ARTICLE III

                                 CONTRIBUTIONS

      3.1  A Participant may elect to make Participant Contributions by
executing a Pay Reduction Agreement.  All Participant Contributions (i) shall
be made by payroll deductions at the end of each payroll period, (ii) shall
be based upon the Compensation the Participant received during such payroll
period, and (iii) shall commence as soon as practicable after the Participant
completes and delivers to the Committee a Pay Reduction Agreement.
Participant Contributions are to be made in multiples of one (1) whole
percentage of Compensation, not to exceed 20 percent of Compensation for any
payroll period or Plan Year.  The maximum Participant Contribution for any
Plan Year shall not exceed the difference between (a) the Participant's
Compensation for the Plan Year times 20 percent and (b) the aggregate amount
of the Participant's Before-Tax and After-Tax contributions to the Savings
Plan.

      3.2  Subject to the limitation contained in section 3.3, the Company
shall contribute to the Plan on behalf of each Participant an amount equal to
75% of the amount, not in excess of 6% of a Participant's Compensation,
contributed to the Plan by the Participant.

      3.3  The amount of Company Contributions deemed to be contributed to the
Plan on behalf of a Participant in combination with contributions made by the
Company to the Savings Plan on behalf of the Participant, shall, in the
aggregate be equal to the lesser of (a) 75% of the Participant Contributions
made by the Participant to this Plan and the Savings Plan, or (b) 4.5% of the
Participant's Compensation.  If the aggregate contributions exceed the lesser
limitation, Company Contributions credited to the Participant's Account shall
be reduced until the aggregate Company Contributions made under both the
Savings Plan and this Plan do not exceed the limitation.

      3.4  Except as provided in section 3.5, employees who become eligible
for the Plan during the Plan Year shall become Participants on the first day
of the Plan Year following the next annual enrollment period, provided they
enter into a Pay Reduction Agreement during the enrollment period.

      3.5  Employees who were Eligible Employees as of June 1, 2001 shall be
eligible to participate in the Plan as of June 1, 2001 and make Participant
Contributions on Compensation paid on or after June 29, 2001.

                                  ARTICLE IV

                          INVESTMENT OF CONTRIBUTIONS

      4.1  Participant Contributions and Company Contributions shall be
invested in the Funds selected by the Participant.  The Participant may
change the selected Funds by notifying the recordkeeper retained by the
Company.  Any change in the Funds selected by the Participant shall be
implemented as soon as practicable.

      4.2  A Participant may elect to transfer all or a portion of the
Contributions from any Fund or Funds to any other Fund or Funds by giving
notice to the recordkeeper retained by the Company.  Transfers between Funds
may be made in any whole percentage or dollar amounts and shall be
implemented as soon as possible.

      4.3  The Funds shall be valued daily at their fair market value and each
Participant's Account shall be valued daily at its fair market value.  The
fair market value calculation for a Participant's Account shall be made after
all Contributions, withdrawals, distributions, Investment Income and
transfers for the day are recorded.

      4.4  The Plan is an unfunded non-qualified deferred compensation plan
and therefore the Contributions credited to a Participant's Account and the
investment of those Contributions in the Fund or Funds selected by the
Participant are memo accounts that represent general, unsecured liabilities
of the Company payable exclusively out of the general assets of the Company.

                                   ARTICLE V

                   ELECTION, DISTRIBUTIONS AND BENEFICIARIES

      5.1  In order for an election to make Participant Contributions to be
effective for any given Plan Year, the Participant must enter into an
irrevocable Pay Reduction Agreement during the annual enrollment period
preceding the Plan Year as to which the election is to take effect.  The Pay
Reduction Agreement shall remain in force as to the Plan Year for which it is
delivered and shall carry forward for each subsequent Plan Year until it is
revoked or superseded by a new Pay Reduction Agreement entered into during an
annual enrollment period.  No election shall be effective to defer under the
Plan any Compensation which would be otherwise paid to the Participant on or
before the first day of the Plan year for which the Pay Reduction Agreement
is entered into.  The Pay Reduction Agreement and any revocation thereof
shall contain such information as may be reasonably required by the Committee
and shall be executed at the time and in the manner prescribed by the
Committee.

      5.2 Upon a  Participant's  termination of employment for any reason other
than death, all amounts which are credited to the  Participant's  Account shall
be distributed to the Participant in the form of:

(1)   a  single  lump-sum   payment  when  the   Participant's   employment  is
        terminated  or at  the  end  of the  post-termination  deferral  period
        selected by the Participant, or

(2)   in approximately equal annual or semi-annual installment payments over
        not less than two or more than ten years commencing when the
        Participant's employment is terminated or at the end of the
        post-termination deferral period selected by the Participant.

A post-termination deferral shall be for a period of at least one year but
not more then five years from the date the Participant's employment is
terminate.  The Participant's distribution election shall be made when the
Participant first elects to participate in the Plan.  The Participant may
amend or revoke the distribution election at any time prior to the
Participant's termination of employment, but any such amendment or revocation
must be made at least twelve months prior to the initial distribution.  If
the Participant does not elect a post-termination deferral, the distribution
of a lump-sum payment or the first installment payment shall be made within
120 days after the Participant's termination of employment.  If the
Participant elects a post-termination deferral, the lump-sum payment or the
first installment payment shall be made within 120 days after the end of the
deferral period.  If the Participant elects a post-termination deferral or
elects installment payments, the Participant shall be eligible to invest the
undistributed balance in the Participant's Account as provided in section
4.2.  A lump sum distribution with no post-termination deferral will be made
for participants who do not make a distribution election.

      5.3  Each Participant shall have the right to designate a beneficiary or
beneficiaries who shall receive the balance of the Participant's Account if
the Participant dies prior to the complete distribution of the Participant's
Account.  Any designation, or change or rescission thereof, shall be made by
completing and furnishing to the Committee the appropriate beneficiary form
prescribed by the Committee.  The last designation of beneficiary received by
the Committee prior to the death of the Participant shall control.

      5.4  Upon a Participant's death prior to termination of employment or
prior to the complete distribution of the Participant's Account, all amounts
credited to the Participant's Account shall be distributed to (a) the
Participant's named beneficiary, or (b) if the named beneficiary predeceases
the Participant or if the Participant did not name a beneficiary, to the
Participant's estate.  Distributions to the named beneficiary shall be in the
form of (1) a single lump-sum payment or (2) in approximately equal annual or
semi-annual installment payments over not less than two nor more then ten
years as elected by the beneficiary.  The beneficiary's distribution election
must be made within 90 days of the Participant's date of death.  If an
election is not made, the beneficiary shall receive a lump-sum payment.  The
distribution of a lump-sum payment or the first installment payment to a
beneficiary shall be made within 90 days after the beneficiary makes or fails
to make a distribution election.  In the event the beneficiary elects
installment payments, the beneficiary shall be eligible to invest the
remaining balance in the Account as provided in section 4.2 as if the
beneficiary is a Participant.  In the event a beneficiary receiving
installment payments shall die prior to a complete distribution of the
Account, the remaining balance in the Account shall be paid to the
beneficiary's estate within 120 days after the Committee is notified of
beneficiary's death.  The distribution of a lump-sum payment to the
Participant's estate shall be made within 120 days after the Participant's
date of death.

                                  ARTICLE VI

                            TAXES AND TAX TREATMENT

      6.1  Each Participant agrees that as a condition of participation in the
Plan, the Company may withhold all applicable taxes from any distribution
hereunder to the extent that such taxes are then payable.

      6.2   The adoption and maintenance of the Plan is conditioned upon (1)
the applicability of section 451(a) of the Code to the Participant's
recognition of gross income as a result of participation herein, (2) the fact
that the Participants will not recognize gross income as a result of
participation in the Plan unless and until and then only to the extent that
distributions are received, (3) the fact that the Company will not receive a
deduction for amount credited to any Account unless and until and then only
to the extent that amounts are actually distributed and (4) the
inapplicability of the provisions of Titles 2, 3, and 4 of ERISA.  If the
Internal Revenue Service, Department of Labor or any court of competent
jurisdiction determines or finds as a fact or legal conclusion that any of
the above conditions is untrue and issues an assessment, determination,
opinion or report to such effect, or if in the opinion of counsel to the
Company any one of the above assumptions is incorrect, then the Company shall
have the option to terminate this Plan as provided in section 8.1.

                                  ARTICLE VII

                                Administration

      7.1  The Committee shall (i) administer and interpret the terms and
conditions of the Plan, (ii) establish reasonable procedures with which
Participants must comply to exercise any right established hereunder, and
(iii) be permitted to delegate its responsibilities or duties hereunder to
any person or entity.  The rights and duties of the Participants and all
other persons and entities claiming an interest under the Plan are subject
to, and governed by, such acts of administration, interpretation, procedure
and delegation.

      7.2  The Committee may employ agents, attorneys, accountants, or other
persons and allocate or delegate to them powers, rights, and duties all as
the Committee may consider necessary or advisable to properly carry out the
administration of the Plan.

      7.3  The Company shall maintain, or cause to be maintained, records
showing the individual credit balances of each Participant's Account.  Each
Participant shall be furnished with quarterly statements setting forth the
value of the total credits to the Participant's Account.

                                 ARTICLE VIII

                           Amendment or Termination

      8.1  The Company intends to continue the Plan indefinitely but reserves
the right to modify the Plan from time to time, or to terminate the Plan
entirely or to direct the permanent discontinuance or temporary suspension of
Contributions under the Plan; provided that no such modification,
termination, discontinuance or suspension shall affect or otherwise deprive a
Participant or beneficiary of any distributions to which they may be entitled
under the Plan.

                                  ARTICLE IX

                                 Miscellaneous

      9.1  Nothing in the Plan shall interfere with or limit in any way the
right of the Company to terminate any Participant's employment at any time,
nor confer upon a Participant any right to continue in the employ of the
Company.

      9.2  In the event the Committee shall find that a Participant or
beneficiary is unable to care for his or her affairs because of illness or
accident, the Committee may direct that any payment due the Participant or
the beneficiary be paid to the duly appointed legal representative of the
Participant or beneficiary, and any such payment so made shall be a complete
discharge of the liabilities of the Plan and the Company.

      9.3  The Plan shall be construed and administered according to the laws
of the State of Ohio.

                                   ARTICLE X

                               Change In Control

      10.1 Notwithstanding any provisions of the Plan to the contrary, if a
Change in Control, as defined in Section 10.2, of the Corporation occurs, all
benefits accrued as of the date of the Change in Control shall be fully
vested and non-forfeitable.

      10.2  A "Change in Control" of the Corporation shall be deemed to have
occurred if (i) any "person" or "group" (as such terms are used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934 ("Exchange Act")),
other than any company owned, directly or indirectly, by the shareholders of
the Corporation in substantially the same proportions as their ownership of
stock of the Corporation or a trustee or other fiduciary holding securities
under an employee benefit plan of the Corporation, becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of more than 25 percent of the then outstanding voting stock of
the Corporation, (ii) during any period of two consecutive years, individuals
who at the beginning of such period constitute the Board, together with any
new Directors (other than a director nominated by a person (x) who has
entered into an agreement with the Corporation to effect a transaction
described in Section 10.2(i), (iii) or (iv) who publicly announces an
intention to take or to consider taking actions (including, but not limited
to, an actual or threatened proxy contest) which if consummated would
constitute a Change In Control) whose election or nomination for election was
approved by a vote of at least two-thirds of the Directors then still in
office who were either Directors at the beginning of the period or whose
election or nomination for election was previously so approved, cease for any
reason to constitute at least a majority of the Board; or (iii) the
consummation of a merger or consolidation of the Corporation with any other
entity, other than a merger or consolidation which would result in the voting
securities of the Corporation outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) at least 50 percent
of the total voting power represented by the voting securities of the
Corporation or such surviving entity outstanding immediately after such
merger or consolidation; or (iv) the shareholders of the Corporation approve
a plan of complete liquidation of the Corporation, or an agreement for the
sale or disposition by the Corporation (in one transaction or a series of
transactions) of all or substantially all of the Corporation's assets.

For purposes of this Section 10.2, "Board" shall mean the Board of Directors
of the Corporation, and "Director" shall mean an individual who is a member
of the Board

                                  ARTICLE XI

                               Claims Procedure

      11.1  If a Participant makes a written request alleging a right to
receive benefits under the Plan or alleging a right to receive an adjustment
in benefits being paid under the Plan, the Committee shall treat it as a
claim for benefits.  All claims for benefits under the Plan shall be sent to
the Committee and must be received within 75 days after the Participant's
termination of employment.  If the Committee determines that any Participant
who has claimed a right to receive benefits, or different benefits, under the
Plan is not entitled to receive all or any part of the benefits claimed, it
will inform the claimant in writing of its determination and the reasons
therefor in terms calculated to be understood by the claimant.  The notice
will be sent within 90 days of the claim unless the Committee determines
additional time, not exceeding 90 days, is needed.  The notice shall make
specific reference to the pertinent Plan provisions on which the denial is
based, and describe any additional material or information, if any, necessary
for the claimant to perfect the claim and the reason any such addition
material or information is necessary.  Such notice shall, in addition, inform
the claimant what procedure the claimant should follow to take advantage of
the review procedures set forth below in the event the claimant desires to
contest the denial of the claim.  The claimant may within 90 days thereafter
submit in writing to the Committee a notice that the claimant contests the
denial of the claim by the Committee and desires a further review.  The
Committee shall within 60 days thereafter review the claim and authorize the
claimant to appear personally and review pertinent documents and submit
issues and comments relating to the claim to the persons responsible for
making the determination on behalf of the Committee.  The Committee will
render its final decision with specific reasons therefore in writing and will
transmit it to the claimant within 60 days of the written request for review,
unless the Committee determines additional time, not exceeding 60 days, is
needed, and so notifies the claimant.  If the Committee fails to respond to a
claim filed in accordance with the foregoing within 90 days or any such
extended period, the Committee shall be deemed to have denied the claim.

                                                                      EXHIBIT 5
                                                                   June 4, 2001

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 $80,000,000 of deferred compensation obligations (the
"Obligations"), which will represent unsecured obligations of the Company
issued under the American Electric Power System Supplemental Retirement
Savings 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 upon and subject to the foregoing, I am of the opinion that when
issued by the Company in the manner provided in the Plan, the Obligations
will be valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms, except as enforcement thereof may be
limited by bankruptcy, insolvency or other laws of general applicability
relating to or affecting enforcement of creditors' rights or by general
principles of equity.

      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

                                                                   EXHIBIT 23.1

                        CONSENT OF INDEPENDENT AUDITORS

      We consent to the incorporation by reference in this Registration
Statement on Form S-8 of American Electric Power Company, Inc. of our report
dated February 26, 2001 (which expresses an unqualified opinion and includes
an explanatory paragraph referring to the restatement of the 1999 and 1998
financial statements to give retroactive effect to the conforming change in
the method of accounting for vacation pay accruals) incorporated by reference
in the Annual Report on Form 10-K of American Electric Power Company, Inc.
for the year ended December 31, 2000; our report dated February 26, 2001
appearing in the Annual Report on Form 10-K of American Electric Power
Company, Inc. for the year ended December 31, 2000; and to the reference to
us under the heading "Experts" in the Prospectus, which is part of the
Registration Statement.

                                          /s/ Deloitte & Touche LLP
                                              Deloitte & Touche LLP

Columbus, Ohio
June 4, 2001

                                                                   EXHIBIT 23.2

                        CONSENT OF INDEPENDENT AUDITORS

      As independent public accountants, we hereby consent to the
incorporation by reference in this Form S-8 of our report dated February 25,
2000 on the financial statements of Central and South West Corporation for
the fiscal year ended December 31, 1999, included and incorporated by
reference in American Electric Power Company, Inc.'s Form 10-K for the year
ended December 31, 2000, and to all references to our firm in this Form S-8.

                                          /s/ Arthur Andersen LLP
                                              Arthur Andersen LLP

Dallas, Texas
June 4, 2001

                                                                   EXHIBIT 23.3

                        CONSENT OF INDEPENDENT AUDITORS

      We consent to the incorporation by reference in this Registration
Statement of American Electric Power Company, Inc. on Form S-8 of our report
(not included therein) dated 18 January 1999, with respect to the
consolidated balance sheet of CSW UK Finance Company as of 31 December 1998
and the related consolidated statements of earnings and cash flows for the
year then ended, and our report (not included therein) dated 17 January 2000
with respect to the consolidated balance sheet of CSW UK Holdings as of 31,
December 1999 and the related consolidated statements of earnings and cash
flows for the year then ended which reports appear in the 2000 Annual Report
of American Electric Power Company, Inc. and are incorporated by reference in
Form 10-K of American Electric Power Company, Inc. for the year ended 31
December 2000 and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.

                                          /s/ KPMG Audit Plc
                                              Chartered Accountants
                                              Registered Auditor

London, England
June 4, 2001