UNITED STATES OF AMERICA before the SECURITIES AND EXCHANGE COMMISSION ------------------------------------------ : In the Matter of : : AMERICAN ELECTRIC POWER COMPANY, INC. : CERTIFICATE Columbus, Ohio 43215 : OF : NOTIFICATION (70-5943) : : PUBLIC UTILITY HOLDING COMPANY ACT OF 1935: ------------------------------------------ THIS IS TO CERTIFY that, in accordance with the terms and conditions of and for the purposes represented by the declaration, as amended, of American Electric Power Company, Inc. (the "Company") in the above-captioned file and the orders of the Securities and Exchange Commission with respect thereto (HCAR No. 19879, dated February 8, 1977; HCAR No. 19992, dated April 19, 1977; HCAR No. 20111, dated October 14, 1977; HCAR No. 20506, dated April 19, 1978; HCAR No. 20979, dated March 29, 1979; HCAR No. 21180, dated August 8, 1979; HCAR No. 21544, dated May 1, 1980; HCAR No. 22113, dated June 30, 1981; HCAR No. 22539, dated June 15, 1982; HCAR No. 22989, dated June 29, 1983; HCAR No. 23353, dated June 29, 1984; HCAR No. 23538, dated December 19, 1984; HCAR No. 23754, dated October 1, 1985; HCAR No. 23980, dated January 3, 1986; HCAR No. 24534, dated December 18, 1987; HCAR No. 25233, dated December 27, 1990; HCAR No. 25936, dated December 1, 1993; HCAR No. 26516 dated May 10, 1996; HCAR No. 26553, dated August 13, 1996; HCAR No. 27186, dated June 14, 2000 in file 70-9381; and HCAR No. 27258, dated December 19, 2000) during the period from April 1, 2003, through June 30, 2003, the Company issued a total of -0- shares of its Common Stock, $6.50 par value ("Common Stock"), to Stanley & Co. [a nominee of EquiServe Trust Company, N.A. ("EquiServe")], at a total purchase price of $-0-, for the accounts of participants in the Company's Dividend Reinvestment and Direct Stock Purchase Plan (the "Plan"). During such period, EquiServe, as Agent under the Plan, purchased on the open market for the accounts of participants a total of 676,653 shares of the Company's Common Stock, at a total purchase price of $19,685,940.66. These transactions are set forth in more detail in the attached Schedule I, incorporated herein by reference. Attached hereto is Schedule II, which provides a summary of the total expenses incurred, directly or indirectly, by the Company in connection with the operation of the Plan for the year ending December 31, 2002. AMERICAN ELECTRIC POWER COMPANY, INC. By: /s/ Geoffrey S. Chatas ------------------------------- Vice President and Treasurer Dated: July 28, 2003 SCHEDULE I to CERTIFICATE OF NOTIFICATION (#70-5943) of AMERICAN ELECTRIC POWER COMPANY, INC. For the Period April 1 - June 30, 2003 TRANSACTIONS THIS PERIOD: - ORIGINAL ISSUE SHARES - SHARES PRICE TOTAL PERIOD ISSUED PER SHARE PURCHASE PRICE TOTAL O/I -0- $-0- PURCHASE - OPEN MARKET PURCHASES - SHARES AVERAGE PRICE TOTAL DATE PURCHASED PER SHARE PURCHASE PRICE 04/01/03 14,043 23.230 326,544.53 04/08/03 14,956 23.650 353,707.46 04/15/03 8,981 24.630 221,203.07 04/22/03 9,532 24.643 234,897.08 04/29/03 11,836 26.196 310,058.57 05/06/03 11,761 25.790 303,316.19 05/13/03 7,350 25.535 187,682.25 05/20/03 8,917 26.075 232,510.78 05/27/03 3,048 29.073 88,614.50 06/03/03 38,000 29.721 1,129,398.00 06/04/03 11,830 29.600 350,168.00 06/06/03 40,000 29.968 1,198,720.00 06/09/03 40,000 29.543 1,181,720.00 06/10/03 38,000 29.628 1,125,864.00 06/10/03 280,692 29.714 8,340,513.98 06/11/03 40,000 29.505 1,180,200.00 06/12/03 40,000 29.803 1,192,120.00 06/13/03 44,692 29.815 1,332,491.98 06/17/03 7,132 30.802 219,679.37 06/24/03 5,883 30.007 176,530.90 ----- ---------- TOTAL O/M 676,653 $19,685,940.66 PURCHASE ======= ============== - TOTAL ACTIVITY THIS PERIOD - SHARES TOTAL PURCHASED PURCHASE PRICE O/I Shares -0- $ -0- O/M Purchases 676,653 $19,685,940.66 ------- -------------- TOTAL ACTIVITY 676,653 $19,685,940.66 ======= ============== PAGE TWO SCHEDULE I to CERTIFICATE OF NOTIFICATION (#70-5943) of AMERICAN ELECTRIC POWER COMPANY, INC. For the Period April 1 - June 30, 2003 CUMULATIVE SUMMARY OF TRANSACTIONS: - ORIGINAL ISSUE SHARES - TOTAL SHARES ISSUED PURCHASE PRICE Totals from last report 47,773,594 $1,008,340,148.37 Transactions this period -0- $ -0- ---------- ----------------- Total Original Issue Shares 47,773,594 $1,008,340,148.37 ========== ================= - OPEN MARKET PURCHASES - TOTAL SHARES ISSUED PURCHASE PRICE Totals from last report 26,805,567 $847,216,795.10 Transactions this period 676,653 $19,685,940.66 ---------- --------------- Total Open Market Shares 27,482,220 $866,902,735.70 ========== =============== SCHEDULE II to CERTIFICATE OF NOTIFICATION (#70-5943) of AMERICAN ELECTRIC POWER COMPANY, INC. Summary of Plan Expenses for the year ended December 31, 2002 Fees and expenses of EquiServe, the Plan agent: Brokers' fees for purchase of shares $68,250 Participant Terminal System Charge (DTCC Chargeback for settlement of open market trades) 1,122 Account maintenance charges * Postage 116,570 Printing expenses - DPR statement form, authorization cards, envelopes, and enclosing costs 27,596 ------ Total $213,538 ======== Average number of participants in the Plan during the year 68,370 * The fee paid the transfer agent does not separately identify the account maintenance charges for the DRP plan; however, we estimate the fee to be in the range of $5 per account.