File No. 70-6126



                 SECURITIES AND EXCHANGE COMMISSION

                       Washington, D.C.  20549
                 __________________________________

                   POST-EFFECTIVE AMENDMENT NO. 17

                                 to

                              FORM U-1
                  ________________________________

                             DECLARATION

                                under

           THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

                                 ***

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

                                 ***

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

                                 ***

          A. A. Pena, Senior Vice President and Treasurer
             AMERICAN ELECTRIC POWER SERVICE CORPORATION
              1 Riverside Plaza, Columbus, Ohio  43215

     Jeffrey D. Cross, Senior Vice President and General Counsel
             AMERICAN ELECTRIC POWER SERVICE CORPORATION
              1 Riverside Plaza, Columbus, Ohio  43215
             (Names and addresses of agents for service)


      American   Electric  Power  Company,   Inc.  ("AEP")  hereby  amends  its
Declaration  on Form  U-1,  in File No.  70-6126,  as  heretofore  amended,  as
follows:
      1.   By amending and restating the paragraphs  under Compliance with Rule
54:
      Compliance with Rule 54
      Rule 54 provides that, in  determining  whether to approve an application
which does not relate to any EWG or FUCO,  the  Commission  shall not  consider
the effect of the  capitalization  or earnings of any such EWG or FUCO which is
a  subsidiary  of a  registered  holding  company if the  requirements  of Rule
53(a), (b) and (c) are satisfied.
      AEP  consummated  the merger with Central and South West  Corporation  on
June 15,  2000  pursuant to an order  issued  June 14,  2000 (HCAR No.  27186),
which  further  authorized  AEP  to  invest  up to  100%  of  its  consolidated
retained  earnings,  with  consolidated  retained  earnings to be calculated on
the basis of the  combined  consolidated  retained  earnings of AEP and CSW (as
extended  pursuant  to HCAR No.  27316,  December  26,  2000,  the "Rule  53(c)
Order").
      AEP currently  meets all of the  conditions of Rule 53(a) and none of the
conditions  set  forth in Rule  53(b)  exist or will  exist as a result  of the
transactions proposed herein.
      Rule 53(a)(1) At September 30, 2001,  AEP's  "aggregate  investment",  as
defined in Rule 53(a)(1),  in EWGs and FUCOs was approximately  $1.547 billion,
or about 48.0% of AEP's "consolidated  retained  earnings",  also as defined in
Rule  53(a)(1),  for  the  four  quarters  ended  September  30,  2001  ($3.225
billion).
      Rule  53(a)(2)  Each FUCO in which AEP invests  will  maintain  books and
records and make available the books and records required by Rule 53(a)(2).
      Rule  53(a)(3) No more than 2% of the  employees of the electric  utility
subsidiaries  of AEP will,  at any one time,  directly  or  indirectly,  render
services to any FUCO.
      Rule  53(a)(4)  AEP has  submitted  and will  submit a copy of Item 9 and
Exhibits G and H of AEP's Form U5S to each of the  public  service  commissions
having   jurisdiction   over  the  retail  rates  of  AEP's  electric   utility
subsidiaries.
      Rule 53(b) (i)  Neither AEP nor any  subsidiary  of AEP is the subject of
any pending bankruptcy or similar proceeding;  (ii) AEP's average  consolidated
retained   earnings   for  the  four   quarters   ended   September   30,  2001
($3,225,000,000)  represented  a decrease  of  approximately  $285,000,000  (or
8.8%) in the average  consolidated  retained  earnings  from the four  quarters
ended  September  30,  2000  ($3,510,000,000);  and (iii) for the  fiscal  year
ended December 31, 2000, AEP did not report  operating  losses  attributable to
its direct or indirect investments in EWGs and FUCOs.
      AEP's  interests in EWGs and FUCOs have made a positive  contribution  to
earnings  over the four  calendar  years  ending  after the Rule  53(c)  Order.
Accordingly,  since the date of the Rule 53(c) Order,  the  capitalization  and
earnings  attributable  to AEP's  investments  in EWGs and FUCOs has not had an
adverse impact on AEP's financial integrity.
2.    By amending and restating Item 2, Fees, Commissions and Expenses:
      The fees,  commissions  and expenses  incurred or expected to be incurred
in connection with the transactions  proposed in this Post-Effective  Amendment
are estimated not to exceed  $2,000,  including  fees and expenses to be billed
at cost by American Electric Power Service Corporation.
3.    By amending and restating Item 4, Regulatory Approval as follows:
      No  Federal  or State  commission  or  regulatory  body,  other than this
Commission,   has  jurisdiction  over  the  proposed   transactions  for  which
authorization is requested herein.
4.    By filing these exhibits:
      Exhibit B-2         Copy of  American  Electric  Power  System  Employees
                          Savings Plan, as amended  through the date hereof (to
                          be filed by amendment)
      Exhibit B-3         Copy  of   Central   and   South   West   Corporation
                          Retirement   Savings  Plan  (formerly  known  as  the
                          Central  and South  West  Thrift  Plan),  as  amended
                          through the date hereof (to be filed by amendment)

      Exhibit C-6         Copy of Registration  Statement on Form S-8 under the
                          Securities  Act of 1933 with  respect to the  Savings
                          Plan.   [Incorporated   by   reference  to  File  No.
                          33-1052.]

      Exhibit F           Opinion of Counsel


                              SIGNATURE

      Pursuant to the  requirements  of the Public Utility  Holding Company Act
of  1935,  the  undersigned   company  has  duly  caused  this   Post-Effective
Amendment No. 17 to be signed on its behalf by the  undersigned  thereunto duly
authorized.

                          AMERICAN ELECTRIC POWER COMPANY, INC.


                          By:/s/ T. G. Berkemeyer_____
                               T. G. Berkemeyer
                               Assistant General Counsel


Dated:  December 18, 2001



                                                                      Exhibit F


Securities and Exchange Commission
Office of Public Utility Regulation
450 Fifth Street, N.W.
Washington, D.C. 20549

December 18, 2001

Re:   American Electric Power Company, Inc. ("AEP")
      SEC File No. 70-6126

Gentlemen:

In connection with the transactions proposed and described in the
post-effective amendments to the Application or Declaration on Form U-1 filed
by AEP  with this Commission in the captioned proceeding, to which this
opinion is an exhibit, I wish to advise you as follows:

I am of the opinion that the AEP is a corporation validly organized and duly
existing under the laws of the State of New York.

I am further of the opinion that, in the event that the proposed transactions
are consummated in accordance with said Application or Declaration:

(a)   All state laws applicable to the proposed transactions will have been
      complied with;

(b)  Such securities will be valid and binding obligations of the
     guarantors;

(c)   Consummation of the proposed transactions will not violate the legal
      rights of the holders of any securities issued by the Companies or any
      associate company thereof.

I hereby consent to the filing of this opinion as an exhibit to the
above-captioned Application or Declaration, as amended.

Very truly yours,

/s/ Thomas G. Berkemeyer

Thomas G. Berkemeyer
Counsel for American Electric Power Company, Inc.