As filed with the Securities and Exchange Commission on July 27, 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 Jurisdiction of                        (I.R.S. Employer
 Incorporation or Organization)                       Identification No.)
--------------------------------------------------------------------------------
                     1 Riverside Plaza, Columbus, Ohio 43215
               (Address of Principal Executive Offices) (Zip Code)

                         American Electric Power System
                      Incentive Compensation Deferral 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)
                                   -----------
<TABLE>
<CAPTION>
                                        CALCULATION OF REGISTRATION FEE
========================================== =================== ================ ==================== ===============
                                                                  Proposed           Proposed
                Title of                                          Maximum            Maximum            Amount of
              Securities to                    Amount to        Offering Price       Aggregate        Registration
            be Registered (1)                Be Registered (2)   Per Share (2)    Offering Price (2)    Fee (2)
            <S>                               <C>                     <C>          <C>                  <C>
------------------------------------------ ------------------- ---------------- -------------------- ---------------

Deferred Compensation Obligations             $100,000,000            100%         $100,000,000         $25,000
========================================== =================== ================ ==================== ===============
</TABLE>

(1)  The Deferred Compensation 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 Incentive
     Compensation Deferral 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 Incentive
Compensation Deferral 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 Incentive Compensation Deferral 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 26th day of
July, 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 July 26, 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
        Joseph M. Buonaiuto              Controller and Chief Accounting Officer
                                              (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 Incentive Compensation Deferral 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)


TYPE:  EX-4
SEQUENCE:  2
DESCRIPTION:  EXHIBIT 4

                                                                    EXHIBIT 4

                         AMERICAN ELECTRIC POWER SYSTEM

                      INCENTIVE COMPENSATION DEFERRAL PLAN



                                    ARTICLE I

                           PURPOSE AND EFFECTIVE DATE

         1.1 The American Electric Power System Incentive Compensation Deferral
Plan ("Plan") is established to allow Eligible Employees to elect to defer
receipt of all or a portion of their Incentive Compensation until their
termination of employment.

         1.2 The effective date of the Plan is January 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
Participant deferrals of Incentive Compensation and to record any related
Investment Income on the Fund or Funds selected by the Participant or Former
Participant.

         2.2 "Base Compensation" means an employee's regular base salary or wage
including any salary or wage reductions made pursuant to sections 125 and 402(e)
of the Code and employee elective contributions to the American Electric Power
System Supplemental Retirement Savings Plan.

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

         2.4 "Committee" means employees of the Company holding the following
offices: Senior Vice President Human Resources, Executive Vice President -
Shared Services, and Executive Vice President - Finance and Analysis.

         2.5 "Company" means American Electric Power Service Corporation, its
subsidiaries and affiliates.

         2.6 "Disability" means the Participant's entitlement to disability
benefits under the terms of the American Electric Power System Disability Plan.

         2.7 "Eligible Employee" means any employee of the Company whose Base
Compensation for the Plan Year exceeds $100,000 or is in salary grade 26 or
higher.
         2.8 "Former Participant" means a Participant who has terminated
employment or a Participant who is no longer an Eligible Employee but who has
Funds in the Plan.

         2.9 "Fund" means the investment options made available to Eligible
Employees in the American Electric Power System Retirement Savings Plan or other
funds selected by the Committee.

         2.10 "Incentive Compensation" means incentive compensation paid
pursuant to the terms of annual and long-term incentive compensation plans
approved by the Committee for inclusion in the Plan. Incentive Compensation will
not include Base Compensation, non-annual bonuses compensation (such as but not
limited to project bonuses and sign-on bonuses), severance pay, or relocation
payments

         2.11 "Investment Income" means with respect to the Fund or Funds
selected by the Participant or Former Participant the earning, gains and losses
derived from the investment of deferred compensation in the Fund or Funds.

         2.12 "Participant" means an Eligible Employee who elects to defer part
or all of his or her Incentive Compensation.

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

         2.14 "Retirement" means a Participant or Former Participant's
termination of employment after attaining age 55 and the completion of five
years of service with the Company.


                                   ARTICLE III

                                 ADMINISTRATION

         3.1 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 taken by
the Committee.

         3.2 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.

         3.3 The Company shall maintain, or cause to be maintained, records
showing the individual balances in each Participant's Account. Each Participant
shall receive quarterly statements setting forth the balance of the
Participant's Account at the end of the quarter. The maintenance of the Account
records and the distribution of the quarterly statements may be delegated to a
recordkeeper by either the Company or the Committee.


                                   ARTICLE IV

                                  PARTICIPATION

         4.1 Eligible Employees shall become Plan Participants by making a
deferral election on a form prescribed by the Company to defer part or all of
the Eligible Employee's Incentive Compensation earned during the Plan Year but
which is paid after the end of the Plan Year.


                                    ARTICLE V

                                    DEFERRALS

         5.1 A Participant shall make a separate Incentive Compensation deferral
election for each Plan Year. If a deferral election for a Plan Year is not made
within the time period prescribed by the Company, no portion of the Eligible
Employee's Incentive Compensation for the Plan Year shall be deferred.

         5.2 All deferred Incentive Compensation shall be paid in accordance
with the distribution option selected by the Participant in accordance with the
terms of section 7.3.


                                   ARTICLE VI

                         INVESTMENT OF DEFERRED AMOUNTS

         6.1 All deferred incentive compensation shall be invested in the Funds
selected by the Participant. A 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.

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

         6.3 The Funds shall be valued daily at their fair market value and each
Participant's and Former Participant's Account shall be valued daily at its fair
market value. The fair market value shall be calculated by the recordkeeper.

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


                                   ARTICLE VII

                                  DISTRIBUTIONS

         7.1 Upon a Participant's or Former Participant's termination of
employment with the Company for any reason other than Retirement, Disability or
death the Company shall pay the Participant or the Former Participant the full
amount credited to the Participant's or Former Participant's Account. The
payment shall be made within 60 days of the Participant's or Former
Participant's termination of employment.

         7.2 Upon a Participant's or Former Participant's termination of
employment due to Retirement, Disability or death benefits shall be paid in the
form elected by the Participant or Former Participant that is in effect at least
one year prior to the payment or the scheduled payment to the Participant
whichever is sooner. The payment form elected by a Participant or a Former
Participant shall apply to all Incentive Compensation deferral elections made by
the Participant or the Former Participant.

         7.3 The form of benefit payments shall be one of the following:

             1.  A single lump sum distribution at the time of Retirement or
                 Disability or up to five years after Retirement or Disability;

             2.  Annual distributions over not less than two and not more than
                 ten years commencing one to five years after Retirement or
                 Disability;

         7.4 Distributions to Participants who are not executive officers of the
Company shall commence as soon as practical (generally within 60 days) after the
Participant's or Former Participant's Retirement, Disability or death unless a
Participant has elected to defer distributions. Distributions to Participants
who are executive officers of the Company shall commence in January of the year
following the Participant's or Former Participant's Retirement, Disability or
death unless a Participant has elected to defer distributions. If the
Participant or Former Participant elected to defer distributions for one to five
years, distributions shall be made on the selected deferral date except for
balances of $5,000 or less as provided in section 7.5.

         7.5 If a Participant's or Former Participant's Account is $5,000 or
less on the date that such Participant or Former Participant becomes eligible
for a distribution due to Retirement, Disability, death or the receipt of a
withdrawal request, the full value of the Account shall be distributed as a lump
sum.

         7.6 If an annual distribution is selected, the amount to be distributed
in any one-year shall be determined by dividing the Participant's or Former
Participant's Account by the number of years remaining in the elected
distribution period. The Participant or Former Participant electing annual
distributions shall have the right to make changes in the Fund or Funds the
Account is invested in accordance with section 6.2.

         7.7 Notwithstanding any other provision of this Plan a Participant or
Former Participant shall be entitled to receive, upon written request to the
Committee, a lump sum distribution from his or her Account of an amount equal to
or greater than 25% of the Participant's Account as of the date of the request.
The date of the request shall be the date the Committee or the Committee's
representative receives the request. The lump sum amount to be paid to the
Participant shall be subject to a 10% early withdrawal penalty, which penalty
shall reduce the amount to be distributed to the Participant or Former
Participant. The Participant or Former Participant shall forfeit the amount of
the 10% withdrawal penalty. The lump sum amount shall be paid within 60 days
after the Committee receives the withdrawal request. Any Participant or Former
Participant who elects to receive a benefit under this section shall not be
eligible to participate in future Incentive Compensation deferrals for the Plan
Year in which the request is made and for two consecutive Plan Years thereafter
and the Participant may not request any additional withdrawals prior to the
Participant's termination of employment.


                                  ARTICLE VIII

                                  BENEFICIARIES

         8.1 Each Participant or Former Participant shall have the right at any
time, to designate one or more persons or an entity as a beneficiary (both
primary or secondary) to whom benefits under this Plan shall be paid in the
event of a Participant's or Former Participant's death prior to complete
distribution of the Account. Each beneficiary designation shall be in a written
form prescribed by the Committee and shall be effective only when filed with the
Committee during the Participant's or Former Participant's lifetime.

         8.2 If the designated beneficiaries predecease the Participant or
Former Participant, or if the Participant or Former Participant did not
designate a beneficiary, or if the beneficiary designation is not valid, the
value of the Account shall be distributed to the Participant's or Former
Participant's spouse if then living. If the spouse is not living, then the value
of the Account shall be distributed to the representative of the estate.
Distributions to a surviving spouse, beneficiary or representative of the estate
shall be made as soon as reasonable in accordance with a distribution election
made by the surviving spouse, beneficiary or representative of the estate. If a
distribution election is not completed within 90 days of the Participant's or
Former Participant's death, the value of the account shall be distributed in a
lump sum.

                                   ARTICLE IX

                            MISCELLANEOUS PROVISIONS

         9.1 Each Participant agrees that as a condition of participation in the
Plan, the Company may withhold federal, state and local income taxes, Social
Security taxes and Medicare taxes from any distribution hereunder to the extent
that such taxes are then payable.

         9.2 In the event that a Participant or beneficiary is unable to care
for his or her affairs because of illness or accident, the Company 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 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, provided that no such modification or termination shall affect or
otherwise deprive a Participant or beneficiary of any distributions to which
they may be entitled under the Plan.

         9.4 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, or
confer upon a Participant any right to continue in the employ of the Company.

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


TYPE:  EX-5
SEQUENCE:  3
DESCRIPTION:  EXHIBIT 5

                                                                      EXHIBIT 5
                                                                  July 26, 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
$100,000,000 of deferred compensation obligations (the "Obligations"), which
will represent unsecured obligations of the Company issued under the American
Electric Power System Incentive Compensation Deferral 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

TYPE:  EX-23
SEQUENCE:  4
DESCRIPTION:  EXHIBIT 23.1

                                                                   EXHIBIT 23.1

                         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 reports
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) appearing in and incorporated by
reference in the Annual Report on Form 10-K of American Electric Power Company,
Inc. for the year ended December 31, 2000 and to the reference to us under the
heading "Experts" in the Prospectus, which is part of this Registration
Statement.

                                                     /s/ Deloitte & Touche LLP
                                                         Deloitte & Touche LLP

Columbus, Ohio
July 26, 2001


TYPE:  EX-23
SEQUENCE:  5
DESCRIPTION:  EXHIBIT 23.2

                                                                   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
July 26, 2001


TYPE:  EX-23
SEQUENCE:  6
DESCRIPTION:  EXHIBIT 23.3
                                                                   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
July 26, 2001
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As filed with the Securities and Exchange Commission on July 27, 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 Jurisdiction of                        (I.R.S. Employer
 Incorporation or Organization)                       Identification No.)
--------------------------------------------------------------------------------
                     1 Riverside Plaza, Columbus, Ohio 43215
               (Address of Principal Executive Offices) (Zip Code)

                         American Electric Power System
                      Incentive Compensation Deferral 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
                Title of                                          Maximum            Maximum            Amount of
              Securities to                    Amount to        Offering Price       Aggregate        Registration
            be Registered (1)                Be Registered (2)   Per Share (2)    Offering Price (2)    Fee (2)
------------------------------------------ ------------------- ---------------- -------------------- ---------------

Deferred Compensation Obligations             $100,000,000            100%         $100,000,000         $25,000
========================================== =================== ================ ==================== ===============
(1)  The Deferred Compensation 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 Incentive
     Compensation Deferral 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 Incentive
Compensation Deferral 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 Incentive Compensation Deferral 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 26th day of
July, 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 July 26, 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
        Joseph M. Buonaiuto              Controller and Chief Accounting Officer
                                              (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 Incentive Compensation Deferral 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)

TYPE:  EX-4
SEQUENCE:  2
DESCRIPTION:  EXHIBIT 4

                                                                    EXHIBIT 4

                         AMERICAN ELECTRIC POWER SYSTEM

                      INCENTIVE COMPENSATION DEFERRAL PLAN

                                    ARTICLE I

                           PURPOSE AND EFFECTIVE DATE

         1.1 The American Electric Power System Incentive Compensation Deferral
Plan ("Plan") is established to allow Eligible Employees to elect to defer
receipt of all or a portion of their Incentive Compensation until their
termination of employment.

         1.2 The effective date of the Plan is January 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
Participant deferrals of Incentive Compensation and to record any related
Investment Income on the Fund or Funds selected by the Participant or Former
Participant.

         2.2 "Base Compensation" means an employee's regular base salary or wage
including any salary or wage reductions made pursuant to sections 125 and 402(e)
of the Code and employee elective contributions to the American Electric Power
System Supplemental Retirement Savings Plan.

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

         2.4 "Committee" means employees of the Company holding the following
offices: Senior Vice President Human Resources, Executive Vice President -
Shared Services, and Executive Vice President - Finance and Analysis.

         2.5 "Company" means American Electric Power Service Corporation, its
subsidiaries and affiliates.

         2.6 "Disability" means the Participant's entitlement to disability
benefits under the terms of the American Electric Power System Disability Plan.

         2.7 "Eligible Employee" means any employee of the Company whose Base
Compensation for the Plan Year exceeds $100,000 or is in salary grade 26 or
higher.
         2.8 "Former Participant" means a Participant who has terminated
employment or a Participant who is no longer an Eligible Employee but who has
Funds in the Plan.

         2.9 "Fund" means the investment options made available to Eligible
Employees in the American Electric Power System Retirement Savings Plan or other
funds selected by the Committee.

         2.10 "Incentive Compensation" means incentive compensation paid
pursuant to the terms of annual and long-term incentive compensation plans
approved by the Committee for inclusion in the Plan. Incentive Compensation will
not include Base Compensation, non-annual bonuses compensation (such as but not
limited to project bonuses and sign-on bonuses), severance pay, or relocation
payments

         2.11 "Investment Income" means with respect to the Fund or Funds
selected by the Participant or Former Participant the earning, gains and losses
derived from the investment of deferred compensation in the Fund or Funds.

         2.12 "Participant" means an Eligible Employee who elects to defer part
or all of his or her Incentive Compensation.

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

         2.14 "Retirement" means a Participant or Former Participant's
termination of employment after attaining age 55 and the completion of five
years of service with the Company.

                                   ARTICLE III

                                 ADMINISTRATION

         3.1 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 taken by
the Committee.

         3.2 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.

         3.3 The Company shall maintain, or cause to be maintained, records
showing the individual balances in each Participant's Account. Each Participant
shall receive quarterly statements setting forth the balance of the
Participant's Account at the end of the quarter. The maintenance of the Account
records and the distribution of the quarterly statements may be delegated to a
recordkeeper by either the Company or the Committee.

                                   ARTICLE IV

                                  PARTICIPATION

         4.1 Eligible Employees shall become Plan Participants by making a
deferral election on a form prescribed by the Company to defer part or all of
the Eligible Employee's Incentive Compensation earned during the Plan Year but
which is paid after the end of the Plan Year.

                                    ARTICLE V

                                    DEFERRALS

         5.1 A Participant shall make a separate Incentive Compensation deferral
election for each Plan Year. If a deferral election for a Plan Year is not made
within the time period prescribed by the Company, no portion of the Eligible
Employee's Incentive Compensation for the Plan Year shall be deferred.

         5.2 All deferred Incentive Compensation shall be paid in accordance
with the distribution option selected by the Participant in accordance with the
terms of section 7.3.

                                   ARTICLE VI

                         INVESTMENT OF DEFERRED AMOUNTS

         6.1 All deferred incentive compensation shall be invested in the Funds
selected by the Participant. A 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.

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

         6.3 The Funds shall be valued daily at their fair market value and each
Participant's and Former Participant's Account shall be valued daily at its fair
market value. The fair market value shall be calculated by the recordkeeper.

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

                                   ARTICLE VII

                                  DISTRIBUTIONS

         7.1 Upon a Participant's or Former Participant's termination of
employment with the Company for any reason other than Retirement, Disability or
death the Company shall pay the Participant or the Former Participant the full
amount credited to the Participant's or Former Participant's Account. The
payment shall be made within 60 days of the Participant's or Former
Participant's termination of employment.

         7.2 Upon a Participant's or Former Participant's termination of
employment due to Retirement, Disability or death benefits shall be paid in the
form elected by the Participant or Former Participant that is in effect at least
one year prior to the payment or the scheduled payment to the Participant
whichever is sooner. The payment form elected by a Participant or a Former
Participant shall apply to all Incentive Compensation deferral elections made by
the Participant or the Former Participant.

         7.3 The form of benefit payments shall be one of the following:

             1.  A single lump sum distribution at the time of Retirement or
                 Disability or up to five years after Retirement or Disability;

             2.  Annual distributions over not less than two and not more than
                 ten years commencing one to five years after Retirement or
                 Disability;

         7.4 Distributions to Participants who are not executive officers of the
Company shall commence as soon as practical (generally within 60 days) after the
Participant's or Former Participant's Retirement, Disability or death unless a
Participant has elected to defer distributions. Distributions to Participants
who are executive officers of the Company shall commence in January of the year
following the Participant's or Former Participant's Retirement, Disability or
death unless a Participant has elected to defer distributions. If the
Participant or Former Participant elected to defer distributions for one to five
years, distributions shall be made on the selected deferral date except for
balances of $5,000 or less as provided in section 7.5.

         7.5 If a Participant's or Former Participant's Account is $5,000 or
less on the date that such Participant or Former Participant becomes eligible
for a distribution due to Retirement, Disability, death or the receipt of a
withdrawal request, the full value of the Account shall be distributed as a lump
sum.

         7.6 If an annual distribution is selected, the amount to be distributed
in any one-year shall be determined by dividing the Participant's or Former
Participant's Account by the number of years remaining in the elected
distribution period. The Participant or Former Participant electing annual
distributions shall have the right to make changes in the Fund or Funds the
Account is invested in accordance with section 6.2.

         7.7 Notwithstanding any other provision of this Plan a Participant or
Former Participant shall be entitled to receive, upon written request to the
Committee, a lump sum distribution from his or her Account of an amount equal to
or greater than 25% of the Participant's Account as of the date of the request.
The date of the request shall be the date the Committee or the Committee's
representative receives the request. The lump sum amount to be paid to the
Participant shall be subject to a 10% early withdrawal penalty, which penalty
shall reduce the amount to be distributed to the Participant or Former
Participant. The Participant or Former Participant shall forfeit the amount of
the 10% withdrawal penalty. The lump sum amount shall be paid within 60 days
after the Committee receives the withdrawal request. Any Participant or Former
Participant who elects to receive a benefit under this section shall not be
eligible to participate in future Incentive Compensation deferrals for the Plan
Year in which the request is made and for two consecutive Plan Years thereafter
and the Participant may not request any additional withdrawals prior to the
Participant's termination of employment.

                                  ARTICLE VIII

                                  BENEFICIARIES

         8.1 Each Participant or Former Participant shall have the right at any
time, to designate one or more persons or an entity as a beneficiary (both
primary or secondary) to whom benefits under this Plan shall be paid in the
event of a Participant's or Former Participant's death prior to complete
distribution of the Account. Each beneficiary designation shall be in a written
form prescribed by the Committee and shall be effective only when filed with the
Committee during the Participant's or Former Participant's lifetime.

         8.2 If the designated beneficiaries predecease the Participant or
Former Participant, or if the Participant or Former Participant did not
designate a beneficiary, or if the beneficiary designation is not valid, the
value of the Account shall be distributed to the Participant's or Former
Participant's spouse if then living. If the spouse is not living, then the value
of the Account shall be distributed to the representative of the estate.
Distributions to a surviving spouse, beneficiary or representative of the estate
shall be made as soon as reasonable in accordance with a distribution election
made by the surviving spouse, beneficiary or representative of the estate. If a
distribution election is not completed within 90 days of the Participant's or
Former Participant's death, the value of the account shall be distributed in a
lump sum.

                                   ARTICLE IX

                            MISCELLANEOUS PROVISIONS

         9.1 Each Participant agrees that as a condition of participation in the
Plan, the Company may withhold federal, state and local income taxes, Social
Security taxes and Medicare taxes from any distribution hereunder to the extent
that such taxes are then payable.

         9.2 In the event that a Participant or beneficiary is unable to care
for his or her affairs because of illness or accident, the Company 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 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, provided that no such modification or termination shall affect or
otherwise deprive a Participant or beneficiary of any distributions to which
they may be entitled under the Plan.

         9.4 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, or
confer upon a Participant any right to continue in the employ of the Company.

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

TYPE:  EX-5
SEQUENCE:  3
DESCRIPTION:  EXHIBIT 5

                                                                      EXHIBIT 5
                                                                  July 26, 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
$100,000,000 of deferred compensation obligations (the "Obligations"), which
will represent unsecured obligations of the Company issued under the American
Electric Power System Incentive Compensation Deferral 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

TYPE:  EX-23
SEQUENCE:  4
DESCRIPTION:  EXHIBIT 23.1

                                                                   EXHIBIT 23.1

                         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 reports
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) appearing in and incorporated by
reference in the Annual Report on Form 10-K of American Electric Power Company,
Inc. for the year ended December 31, 2000 and to the reference to us under the
heading "Experts" in the Prospectus, which is part of this Registration
Statement.

                                                     /s/ Deloitte & Touche LLP
                                                         Deloitte & Touche LLP

Columbus, Ohio
July 26, 2001

TYPE:  EX-23
SEQUENCE:  5
DESCRIPTION:  EXHIBIT 23.2

                                                                   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
July 26, 2001

TYPE:  EX-23
SEQUENCE:  6
DESCRIPTION:  EXHIBIT 23.3
                                                                   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
July 26, 2001