File No. 70-

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                          -----------------------------

                                    FORM U-1
                               -------------------


                           APPLICATION OR DECLARATION

                                      Under

                 THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

                                       ***

                      AMERICAN ELECTRIC POWER COMPANY, INC.
                             AEP GENERATING COMPANY
                   AMERICAN ELECTRIC POWER SERVICE CORPORATION
                            APPALACHIAN POWER COMPANY
                       CENTRAL AND SOUTH WEST CORPORATION
                         CENTRAL POWER AND LIGHT COMPANY
                         COLUMBUS SOUTHERN POWER COMPANY
                         INDIANA MICHIGAN POWER COMPANY
                             KENTUCKY POWER COMPANY
                             KINGSPORT POWER COMPANY
                               OHIO POWER COMPANY
                       PUBLIC SERVICE COMPANY OF OKLAHOMA
                       SOUTHWESTERN ELECTRIC POWER COMPANY
                          WEST TEXAS UTILITIES COMPANY
                             WHEELING POWER COMPANY
                     1 Riverside Plaza, Columbus, Ohio 43215
                (Name of company or companies filing this state-
                ment 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, Treasurer
                   AMERICAN ELECTRIC POWER SERVICE CORPORATION
                     1 Riverside Plaza, Columbus, Ohio 43215

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




                               TABLE OF CONTENTS


ITEM 1.  DESCRIPTION OF PROPOSED TRANSACTIONS..............................2

         A. Introduction and General Request...............................2
         B. Background and Existing Authority..............................3
         C. Overview of the Request........................................4
         D. Parameters of Financings.......................................5
              1. Effective Cost of Money on Debt Securities
                 and Borrowings Under Credit Agreements....................6
              2. Maturity of Debt..........................................6
              3. Issuance Expenses.........................................6
              4. Use of Proceeds...........................................6
              5. Borrowing Limits..........................................7
              6. Financial Condition.......................................9
         E. Description of Specific Types of Financing.....................9
              (a) Long-Term Debt..........................................10
              (b) Short-term Debt.........................................11
              (c) Credit Enhancement......................................13
              (d) Financing Entities......................................13
              (e) Tender Offers and Repurchase of Securities..............15
              (f) Interest Rate Management Agreements.....................16
                (1) Pricing Parameters....................................17
                (2) Accounting............................................17
                (3) Commission Authorization..............................18
         F. Extension of Authority for Utility Money Pool.................18
              1. Background...............................................18
              2. Current Operations.......................................19
              3. Sources of Funds.........................................21
              4. Use of Proceeds..........................................21
              5. Interest Rate............................................22
         G. Nonutility Money Pool.........................................23
         H. Guarantee of Indebtedness/Obligations.........................24
         I. Payments of Dividends out of Capital or Unearned Surplus......26
         J. Summary of Requests...........................................26
         K. Compliance with Rule 54.......................................27


Item 2.  Fees, Commissions and Expenses...................................31

Item 3.  Applicable Statutory Provisions..................................32

Item 4.  Regulatory Approval..............................................32

Item 5.  Procedure........................................................32

Item 6.  Exhibits and Financial Statements................................33

Item 7.  Information as to Environmental Effects..........................33





     American Electric Power Company,  Inc., a New York corporation  ("AEP") and
Central  and South  West  Corporation,  a  Delaware  corporation  ("CSW"),  both
registered  holding  companies  under the Public Utility  Holding Company Act of
1935,  as amended  (the "Act") and the direct and indirect  subsidiaries  of AEP
("Subsidiaries"),  including  the following  public  utility  subsidiaries:  AEP
Generating Company  ("Generating"),  Appalachian Power Company  ("Appalachian"),
Central  Power  and Light  Company  ("CPL"),  Columbus  Southern  Power  Company
("Columbus"), Indiana Michigan Power Company ("Indiana"), Kentucky Power Company
("Kentucky"),   Kingsport  Power  Company  ("Kingsport"),   Ohio  Power  Company
("Ohio"),  Public Service  Company of Oklahoma  ("PSO"),  Southwestern  Electric
Power Company  ("SWEPCO"),  West Texas  Utilities  Company ("West  Texas"),  and
Wheeling  Power  Company   ("Wheeling")   (collectively,   "the  Public  Utility
Subsidiaries") are seeking  authorization for the financing plan described below
("Financing Plan"). For purposes hereof  "Subsidiaries" shall also include other
direct  or  indirect  subsidiaries  that  AEP may form  pursuant  to the Rule 58
exception  or pursuant to Sections  32, 33 or 34 of the Act. All of AEP's direct
and indirect  Subsidiaries,  other than Public Utility Subsidiaries,  are herein
called  "Nonutility   Subsidiaries."

     This  application-declaration  seeks to consolidate in one filing  requests
for authorization by Applicants for various financing  transactions and does not
set forth the specific terms for individual components of the Financing Plan.

ITEM 1.   DESCRIPTION OF PROPOSED TRANSACTIONS

          A. Introduction and General Request

          AEP and its Subsidiaries  seek the  authorization  and approval of the
     Commission with respect to the ongoing financing activities,  the provision
     of intrasystem  services and guarantees and other matters pertaining to AEP
     and   its   Subsidiaries   as  set   forth   herein.   Specifically,   this
     Application-Declaration seeks the following authorizations and approvals of
     the Commission:

          (i) In order to ensure that the AEP system is able to meet its capital
          requirements and plan its future  financing,  AEP and its Subsidiaries
          hereby request authorization for financing transactions for the period
          beginning with the effective date of an order issued  pursuant to this
          filing and continuing, unless otherwise specified in this Application,
          until September 30, 2007 (the "Authorization Period");

          (ii) SWEPCO and Wheeling request authorization to issue long-term debt
          in amounts not to exceed $350 million and $40 million, respectively;

          (iii)  AEP  and its  Public  Utility  Subsidiaries  request  that  the
          Commission  approve an  aggregate  financing  request in the amount of
          $7.2 billion outstanding in short-term  financing capacity for AEP and
          its  Public  Utility  Subsidiaries  as  more  fully  described  in the
          Application-Declaration;

          (iv)  CPL,  Columbus,  Ohio  and West  Texas,  companies  affected  by
          restructuring,   seek  interim   authority  until   restructuring   is
          implemented,  to issue  short and  long-term  debt in an amount not to
          exceed $3.9 billion;

          (v) Subsidiaries seek authorization to organize financing entities for
          certain types of financings;

          (vi)  Applicants  seek  authority  to make  tender  offers  for  their
          securities and repurchase of their own securities from affiliates;

          (vii) AEP and its  Subsidiaries  which are participants in the Utility
          Money Pool  request  the  continuation  of the Money Pool  through the
          Authorization Period;

          (viii) AEP and its Nonutility  Subsidiaries  request authority to form
          and continue a Nonutility Money Pool on  substantially  the same terms
          and conditions as the Utility Money Pool;

          (ix) AEP requests the  Commission  approve the issuance by AEP and its
          Subsidiaries  of  guarantees  and other forms of credit  support in an
          aggregate amount not to exceed $900 million outstanding at any time in
          exposure as more fully described below; and

          (x) AEP and its Nonutility  Subsidiaries request authorization for the
          Subsidiaries  to pay dividends  out of capital or unearned  surplus to
          the fullest extent of the law.


          B. Background and Existing Authority

          By Order dated  December 30, 1997 (Release No.  35-26811,  in file No.
     70-9107),  CSW and its electric public utility subsidiary  companies,  CPL,
     PSO, SWEPCO, WTU and Central and South West Services, Inc., were authorized
     to engage in various  financing and related  transactions  through December
     31, 2002.

          By Order  dated  June  14,  2000  (Release  No.  35-27186  in File No.
     70-9381),  AEP was  authorized to acquire by merger all of the  outstanding
     common stock of CSW. By that order,  AEP, its  operating  subsidiaries  and
     certain other subsidiaries were added to the CSW Money Pool.

          By  Order  dated  October  26,  2001  (Release  No.  27457 in File No.
     70-9937)  the Money Pool  authority  was  extended to December 31, 2002 and
     certain sublimits relating to restructuring were established.

          AEP,  AEPSC,  CSW,  CPL,  Columbus,  Ohio,  SWEPCO and West Texas have
     pending  before  this  Commission  an  application  to  restructure   their
     operations  pursuant to deregulation  statutes in Texas and Ohio which will
     result in the separation of the generation and energy delivery functions of
     CPL, Columbus, Ohio, and West Texas ("Restructuring Application") [File No.
     70-9785].  This authority includes the issuance of short and long-term debt
     by  the  new  generation,   distribution  and  transmission   entities  and
     guarantees  relating to these enterprises.  It is possible that an order in
     this matter will not be issued until after  December 31, 2002,  and interim
     financing  authority for these companies will be required  pending issuance
     of the restructuring order.


          C. Overview of the Request

          The  Applicants   hereby  request   authorization  to  engage  in  the
     transactions  set  forth  herein  during  the  Authorization   Period.  The
     financing transactions relate to:

          (1)  external issuances by AEP and the Public Utility  Subsidiaries of
               short-term debt;

          (2)  external  issuances  by SWEPCO  and  Wheeling  of  common  stock,
               preferred securities;  short-term debt financing;  long-term debt
               financing,  such  as  first  mortgage  bonds,  pollution  control
               revenue bonds,  notes  (secured and  unsecured)  and  debentures;
               sales of  tax-advantaged  preferred  securities;  and  borrowings
               under Credit Agreements with banks; credit enhancements and other
               financial institutions in each case not subject to Rule 52;

          (3)  entering into by SWEPCO and Wheeling of hedging  transactions  to
               the extent not exempt by Rule 52;

          (4)  continuation of the Utility Money Pool;

          (5)   implementation of a Nonutility Money Pool;

          (6)  authorization of issuance of intrasystem and other guarantees.


          D. Parameters of Financings

          The Applicants  request authority to engage in financing  transactions
     for which  the  specific  terms and  conditions  are not  currently  known,
     subject to certain  conditions  concerning  the financial  condition of the
     Applicants.  The general  conditions  for financing  without  further prior
     approval are set forth below.

          1.  Effective Cost of Money on Debt  Securities  and Borrowings  Under
     Credit Agreements

          The  effective  cost of  money on long  term  debt  borrowings  issued
     pursuant to this  Application  will not exceed the greater of (i) 450 basis
     points  over  comparable  term U.S.  Treasury  securities,  or (ii) a gross
     spread over U.S.  Treasury  securities  which is  consistent  with  similar
     securities  of comparable  credit  quality and  maturities  issued by other
     companies.

          2. Maturity of Debt

          The maturity of indebtedness will not exceed 50 years.

          3. Issuance

          Expenses The underwriting fees, commissions, or other similar expenses
     paid in  connection  with the  issue,  sale or  distribution  of a security
     pursuant to the  Application  will not exceed 5% of the  principal or total
     amount of the financing.

          4. Use of Proceeds

          The  proceeds  from  the  sale of  securities  in  external  financing
     transactions by the Applicants will be added to their respective treasuries
     and subsequently used principally for general corporate purposes including:

          (i)  the financing, in part, of capital expenditures;

          (ii) the financing of working capital requirements;

          (iii)the   acquisition,   retirement   or   redemption  of  securities
               previously issued by AEP or its Subsidiaries without the need for
               prior Commission approval; and

          (iv) other lawful purposes, including direct or indirect investment in
               Rule 58  companies  by AEP,  other  subsidiaries  approved by the
               Commission, EWGs and FUCOs.

          5. Borrowing Limits

          The aggregate amount of outstanding external financing effected by the
     Applicants  pursuant to the  authorization  requested  hereunder during the
     Authorization  Period,  other than the refunding of outstanding  securities
     which will not be limited, will not exceed:

          (a) Long-term debt limits:

                   SWEPCO                 $350,000,000
                   Wheeling                $40,000,000

          (b) Short-term  borrowing limits for regulated  companies  through the
     Money Pool or external borrowings, or borrowings from AEP, are as follows:

               Company                         Amount
               -------                         ------
               Appalachian                   $600,000,000
               Indiana                       $500,000,000
               Kentucky                      $200,000,000
               Generating                    $125,000,000
               Kingsport                      $40,000,000
               PSO                           $300,000,000
               SWEPCO                        $350,000,000
               Wheeling                       $40,000,000

          AEP  requires  an  amount  of  authority  for  short-term   borrowings
     sufficient to fund the Utility Money Pool and the Nonutility  Money Pool as
     well as its own requirements in an amount not to exceed $7,200,000,000.

          (c) Interim Limits

          If the  Restructuring  Order  referred  to  above is not  obtained  by
     December  31,  2002,  the  companies  affected by  restructuring  will need
     continued  interim  authority to issue debt,  including both long and short
     term debt,  both on the  external  market or from the  Utility  Money Pool,
     until restructuring is implemented as described in File No. 70-9785:

              Company                        Debt Limits
              -------                        -----------
              CPL                           $1,400,000,000
              Columbus                        $800,000,000
              Ohio                          $1,200,000,000
              West Texas                      $500,000,000

          6. Financial Condition

          AEP hereby represents that it will maintain for itself and for all the
     Public  Utility  Subsidiaries  the  common  equity at a  percentage  of the
     consolidated   capital   (inclusive  of   short-term   debt  and  excluding
     securitization bonds) of 30% during the authorization period.

          E. Description of Specific Types of Financing

          1.  External  Financing - All external  financing  will be at rates or
     prices  and under  conditions  based  upon,  or  otherwise  determined,  by
     competitive capital markets.

          The Applicants  request  authority to sell securities  covered by this
     Application  in any of the  following  ways:  (i) through  underwriters  or
     dealers;  (ii)  directly to a limited  number of  purchasers or to a single
     purchaser,  or (iii) through agents or dealers. If underwriters are used in
     the  sale  of the  securities,  such  securities  will be  acquired  by the
     underwriters  for their own  account and may be resold from time to time in
     one or more transactions,  including  negotiated  transactions,  at a fixed
     public offering price or at varying prices  determined at the time of sale.
     The  securities  may be offered to the public either  through  underwriting
     syndicates (which may be represented by managing  underwriters) or directly
     by one or  more  underwriters  acting  alone.  The  securities  may be sold
     directly by AEP or a Subsidiary or through agents  designated  from time to
     time. If dealers are used in the sale of any  securities,  such  securities
     will be sold to the dealers as  principal.  Any dealer may then resell such
     securities to the public at varying  prices to be determined by such dealer
     at the time of resale.

          If debt  securities  are  being  sold,  they may be sold  pursuant  to
     "delayed delivery contracts" which permit the underwriters to locate buyers
     who will  agree to buy the debt at the same  price but at a later date than
     the date of the closing of the sale to the  underwriters.  Debt  securities
     may also be sold through the use of medium-term note and similar  programs,
     including in transactions  covered by Rule 144A under the Securities Act of
     1933.  Pollution  control revenue bonds may be sold either  currently or in
     forward  refundings  where  the  price  of the  securities  is  established
     currently for delivery at a future date.

               (a) Long-Term Debt

               Under current law, the public utility commission in the states of
          Indiana, Virginia,  Tennessee, Ohio, Oklahoma and Kentucky approve the
          issuance  of  long-term   securities  by  public  utility   companies.
          Therefore,  Rule 52(a) provides an exemption from this  Commission for
          the  issuances  of long term debt  securities  by all of AEP's  public
          utility subsidiaries except CPL, SWEPCO, West Texas and Wheeling.

               Financing  authorization  is being  sought for CPL and West Texas
          with the  Restructuring  Application and in Section (c) Interim Limits
          above.  SWEPCO and Wheeling seek long-term debt authority in an amount
          not to exceed $350 million and $40 million.

               Any   long-term   debt  or  other   security   would   have  such
          designations,  aggregate principal amount, maturity,  interest rate(s)
          or methods of determining the same, interest payment terms, redemption
          provisions,  non-refunding provisions,  sinking fund terms, conversion
          or put terms and other terms and  conditions as the  Applicants may at
          the time of issuance determine.

               (b) Short-term Debt

               The public  utility  direct or indirect  subsidiaries  of AEP are
          members of the AEP System  Money Pool and make  short-term  borrowings
          from the Money Pool. The Money Pool is funded by AEP currently through
          a  commercial  paper  program.  No  participant  in the Money Pool may
          borrow from the Money Pool if the borrowing  Company could borrow more
          cheaply  directly  from  banks  or  through  the  issuance  of its own
          commercial  paper. The Companies also require authority for short term
          borrowing  in the event funds are not  available  from the Money Pool.
          Therefore,  AEP and the public utility subsidiaries seek authorization
          for  the  issuance  of  short-term  debt in the  form  of bank  loans,
          commercial  paper  programs and other products in the amount set forth
          in Borrowing Limits above, as well as direct issuance from AEP.

               Commercial  paper  would  be  sold  in  established  domestic  or
          European  commercial  paper markets.  Short-term  borrowings will have
          maturities of less than one year from the date of issuance.

               Flexibility  AEP requires  flexibility in the types of short-term
          debt by which it borrows  externally to take advantage of new products
          being offered in the market for short-term  securities,  including but
          not limited to, the  extendible  commercial  notes  program  currently
          being offered by certain commercial paper dealers, and new products to
          provide alternate backup liquidity for commercial paper and short-term
          notes.

               AEP and the  Participants  believe that by having  flexibility to
          allocate  short-term  borrowings  between  sales of notes and sales of
          commercial  paper,  they will be able to realize  economies in meeting
          their short-term financing  requirements,  and such companies propose,
          in general, taking appropriate long and short-term considerations into
          account, to utilize the most economical means available at any time to
          meet their short-term financing requirements.

               The Companies  may engage in other types of short-term  financing
          generally  available to borrowers with comparable credit ratings as it
          may deem  appropriate  in light of its needs and market  conditions at
          the time of issuance.

               (c) Credit Enhancement

               Applicants  may  obtain  credit  enhancement  for the  securities
          covered by this Application,  which could include insurance,  a letter
          of credit or a liquidity facility.  The Applicants anticipate they may
          be  required  to  provide  credit  enhancement  if they  were to issue
          floating rate securities, whereas credit enhancement would be a purely
          economic decision for fixed rate securities. The Applicants anticipate
          that even  though  they would be  required  to pay a premium or fee to
          obtain  the  credit  enhancement,  they  would  realize a net  benefit
          through a reduced interest rate on the new securities. Applicants will
          obtain credit enhancement only if it is economically  beneficial to do
          so.

               (d) Financing Entities

               The  Subsidiaries  seek  authority to organize new  corporations,
          trusts,  partnerships  or other entities to be created for the purpose
          of  facilitating  certain types of financings  such as the issuance of
          tax advantaged  preferred  securities.  Request is also made for these
          financing   entities  to  issue  such  securities  to  third  parties.
          Additionally,  request is made for  authorization  with respect to (i)
          the issuance of debentures or other  evidences of  indebtedness by the
          Subsidiaries  to a financing  entity in return for the proceeds of the
          financing and (ii) the acquisition by a Subsidiary of voting interests
          or equity  securities  issued by the financing entity to establish the
          Subsidiary's  ownership of the financing entity (the equity portion of
          the entity  generally being created through a capital  contribution or
          the  purchase  of  equity  securities,  such as  shares  of  stock  or
          partnership  interests,  involving an amount usually ranging from 1 to
          25  percent  of the  capitalization  of  the  financing  entity).  The
          Subsidiaries   also  request   authorization  to  enter  into  expense
          agreements with their respective financing entities, pursuant to which
          they would agree to pay all expenses of such entity.

               The  Subsidiaries  may also  guarantee  (i) payment of  interest,
          dividends  or  distributions   on  the  securities   issued  by  their
          subsidiary  financing  entities  if and to the extent  such  financing
          entities  declare  dividends or  distributions  or pay interest out of
          funds legally available therefor;  (ii) payments to the holders of the
          securities  issued by such entities of amounts due upon liquidation of
          such entities or redemption of the  securities of such  entities;  and
          (iii)  certain  additional  amounts  that may be payable in respect of
          such securities.

               (e) Tender Offers and Repurchase of Securities

               AEP and the  Subsidiaries  may  determine to acquire  outstanding
          securities (the "Outstanding Securities") through tender offers to the
          holders  of  such  Outstanding   Securities.   Tender  offers  may  be
          conditioned  upon receipt of a certain  percentage of the  Outstanding
          Securities.  The  tender  offer  price  would be based on a number  of
          factors,  including the coupon rate of the Outstanding Securities, the
          date of  expiration of the  refunding  protection  of the  Outstanding
          Securities,  the redemption price on such expiration date and the then
          current market rates for similar securities, all of which are relevant
          to the  decision of an  informed  holder as to whether to hold or sell
          Outstanding  Securities.  Holders  of  Outstanding  Securities  may be
          offered a fixed price for their Outstanding Securities,  or the tender
          offer may be a "fixed  spread" offer  pursuant to which the Applicants
          will offer a price  based upon a fixed  spread  over  comparable  U.S.
          Treasury securities.  Any tender offer will be conducted in accordance
          with standard market practice, i.e., the length of time the offer will
          be held open,  the method of  solicitation,  etc.,  at the time of the
          tender offer.

               AEP and the  Subsidiaries  would,  in connection  with any tender
          offer, retain one or more investment banking firms experienced in such
          matters to act as tender agent and dealer-manager.  The dealer-manager
          will act as the agent in disseminating  the tender offer and receiving
          responses  thereto.  As a dealer-manager,  the investment banking firm
          will  not  itself  become  obligated  to  purchase  or sell any of the
          Outstanding  Securities.  The  dealer-manager's fee will be determined
          following   negotiation   and   investigation   of  fees  in   similar
          transactions and will include  reasonable  out-of-pocket  expenses and
          attorney's  fees. It is expected that the Applicant  will be required,
          as  is  customary,   to  indemnify  the   dealer-manager  for  certain
          liabilities.  The  Applicant  may also retain a depositary to hold the
          tendered Outstanding Securities pending the purchase thereof and/or an
          information agent to assist in the tender offer.

               AEP and the Public  Utility  Subsidiaries  also seek authority to
          repurchase their own securities issued to affiliates.

               (f) Interest Rate Management Agreements

               In connection  with the issuance of its  short-term  debt, any of
          the Companies  may utilize  interest rate  management  techniques  and
          enter into Interest Rate  Management  Agreements.  Such authority will
          allow  each  company  sufficient  alternatives  and  flexibility  when
          striving to reduce its  effective  interest  cost and manage  interest
          cost on financings.

               The Interest Rate Management Agreements will be products commonly
          used in today's capital markets,  consisting of "interest rate swaps",
          "caps",  "collars",  "floors",  "options", or hedging products such as
          "forwards" or "futures",  or similar products, the purpose of which is
          to manage  and  minimize  interest  costs.  These  agreements  will be
          entered  into with  counterparties  that are  highly  rated  financial
          institutions. The transactions will be for a fixed period and a stated
          principal  amount,  and  may  be  for  underlying  fixed  or  variable
          obligations of the company entering into them.

                    (1) Pricing Parameters.

                    The  Companies  propose  that  the  pricing  parameters  for
               Interest Rate Management Agreements be governed by the parameters
               contained  herein.  Fees and  commission in  connection  with any
               Interest  Rate  Management  Agreement  will be in addition to the
               above  parameters  and will not exceed 2.00% of the amount of the
               underlying obligation involved.

                    (2) Accounting.

                    The Companies  propose to account for these  transactions in
               accordance with generally accepted accounting principles.

                    (3) Commission Authorization.

                    Since  market   opportunities   for  these   interest   rate
               management  alternatives  are  transitory,  the Companies must be
               able to execute  interest rate management  transactions  when the
               opportunity arises to obtain the most competitive pricing.  Thus,
               the  Companies  seek  approval  to  enter  into any or all of the
               described  transactions  within the  parameters  discussed  above
               prior to the time the Companies  reach  agreement with respect to
               the terms of such transaction.

                    The authorization of the Interest Rate Management Agreements
               consistent  with  the  parameters  described  herein  in  no  way
               relieves the Companies of their responsibility to obtain the best
               terms  reasonably  available  for the  product  selected.  If the
               Companies  utilize  Interest  Rate  Management  Agreements,   the
               Companies short-term interest charges are expected to change.

          F. Extension of Authority for Utility Money Pool

          1. Background.

          By Order dated  December  30, 1976 (HCAR No.  19829;  70-5930)  and in
     subsequent  Orders,  the  Commission  authorized  Central  and  South  West
     Corporation  ("CSW"),  a  Delaware  corporation  and a  registered  holding
     company  under the Act and a wholly owned  subsidiary  of AEP, to establish
     and utilize a system money pool ("Money  Pool") to  co-ordinate  short-term
     borrowings for CSW, its electric subsidiary companies and Central and South
     West Services,  Inc. as set forth in Central and South West Corp., HCAR No.
     26697 (Mar.  28, 1997,  70-8557)  HCAR No. 24855 (April 5, 1989,  70-7643),
     HCAR No.  26254 (March 21, 1995,  70-8557),  HCAR No. 26854 (Apr.  3, 1998,
     70-8557).

          In its Order dated June 14, 2000 in File 70-9381 (HCAR No. 27186), the
     Commission authorized AEP to continue the Money Pool and to add its utility
     subsidiaries  and certain other  subsidiaries1  as  participants in the AEP
     System Money Pool (the "Participants") and established borrowing limits for
     all Participants.

          By  Order  dated  October  26,  2001  (HCAR  No.  35-27457),  AEP  was
     authorized  to increase  its external  borrowing  from $5 billion to $6.910
     billion  through  December  31,  2002,  through  the  issuance  and sale of
     short-term notes and commercial paper.

          2. Current Operations.

          All short-term borrowing needs of the Participants may be met by funds
     in the Money Pool to the extent such funds are available.  Each Participant
     shall  have the  right to  borrow  from the  Money  Pool from time to time,
     subject to the availability of funds and the limitations and conditions set
     forth in orders of this Commission;  provided,  however, that the aggregate
     amount of all loans requested by any Participant  approved  hereunder shall
     not  exceed  the  applicable  borrowing  limits  set forth in orders of the
     Commission and other regulatory  authorities,  and agreements  binding upon
     such  Participant.  No  Participant  shall be  obligated to borrow from the
     Money  Pool if lower  cost  funds  can be  obtained  from its own  external
     borrowing.   AEP  will  not  borrow  funds  from  the  Money  Pool  or  any
     Participant.

          AEPSC, a Rule 88 subsidiary  service company,  acts as  administrative
     agent of the Money Pool.  Each  Participant and AEP determine the amount of
     funds  it  has  available  for   contribution   to  the  Money  Pool.   The
     determination  of  whether  a  Participant  or AEP at any time has  surplus
     funds,  or shall  lend such funds to the Money  Pool,  will be made by such
     Participant treasurer,  or by a designee thereof, on the basis of cash flow
     projections  and  other  relevant  factors,   in  such  Participant's  sole
     discretion. Each Participant may withdraw any of its funds at any time upon
     notice to AEPSC.

          Each  Participant  may  borrow  from the Money  Pool to the  extent of
     Borrowing Limits for short-term debt.

          3. Sources of Funds.

          The  Money  Pool is  composed  from  time to time of  funds  from  the
     following  sources:  (i) surplus funds of AEP; (ii) surplus funds of any of
     the Participants; or (iii) short-term borrowings by AEP.

          AEPSC  administers  the  Money  Pool by  matching  up,  to the  extent
     possible,  short-term  cash surpluses and loan  requirements of AEP and the
     various Participants.  Participants'  requests for short-term loans are met
     first from surplus funds of other  Participants  which are available to the
     Money Pool and then from AEP corporate  funds to the extent  available.  To
     the extent that  Participant  contributions  of surplus  funds to the Money
     Pool are  insufficient to meet Participant  requests for short-term  loans,
     borrowings are made from outside the system.

          Funds which are loaned from Participants into the Money Pool which are
     not  required  to satisfy  borrowing  needs of other  Participants  will be
     invested  by AEP on the behalf of the lending  Participants  in one or more
     short-term instruments.

          4. Use of Proceeds.

          The Money Pool makes funds available to  Participants  for the interim
     financing of their  capital  expenditure  programs and their other  working
     capital needs, and to AEP to loan and to make capital  contributions to any
     of the  Participants  and in both  instances to repay  previous  borrowings
     incurred for such  purposes.  External  borrowings  by AEP will not be made
     unless there are no surplus  funds in the  treasuries  of the  Participants
     sufficient to meet borrowing needs. However, no loan will be made by AEP or
     any Participant if the borrowing company could borrow more cheaply directly
     from banks or through the sale of its own commercial  paper. When more than
     one Participant is borrowing,  each borrowing  Participant  will borrow pro
     rata from each fund source in the same  proportion that the amount of funds
     provided by that fund source bears to the total amount of short-term  funds
     available to the Money Pool.

          5. Interest Rate.

          The interest  rate  applicable  on any day to then  outstanding  loans
     through  the  Money  Pool  will be the  composite  weighted  average  daily
     effective  cost  incurred by AEP for  short-term  borrowings  from external
     sources. If there are no borrowings  outstanding then the rate would be the
     certificate  of deposit  yield  equivalent  of the 30- day Federal  Reserve
     "A2/P2" Non Financial Commercial Paper Composite Rate ("Composite"),  or if
     no composite is established  for that day then the applicable  rate will be
     the  Composite  for the next  preceding  day for  which  the  Composite  is
     established.

          If the  Composite  shall  cease to exist,  then the rate  would be the
     composite  which then most  closely  resembles  the  Composite  and/or most
     closely mirrors the pricing AEP would expect if it had External Funds.

          Interest  income  related to external  investments  will be calculated
     daily and allocated back to lending  parties on the basis of their relative
     contribution to the investment pool funds on that date.

          Each Participant  receiving a loan hereunder shall repay the principal
     amount of such loan,  together with all interest accrued thereon, on demand
     and  in  any  event  not  later  than  the  expiration   date  of  the  SEC
     authorization  for the operation of the Money Pool.  All loans made through
     the Money Pool may be prepaid by the borrower without premium or penalty.

          G. Nonutility Money Pool

          AEP  and  any  existing  or  future  direct  or  indirect   nonutility
     subsidiary  (including any exempt  wholesale  generator under Section 32 of
     the Act, a foreign utility company under Section 33 of the Act or an exempt
     telecommunications  company  under Section 34 of the Act) and including any
     Rule 58 company  (collectively  the "Nonutility  Subsidiaries")  propose to
     form and participate in a separate system of intercorporate borrowings (the
     "Nonutility  Money Pool").  The Nonutility  Money Pool would be established
     and  administered  in the same manner and subject to the same conditions as
     the Utility Money Pool.

          The  participation  of the Nonutility  Subsidiaries  in the Nonutility
     Money Pool would permit their  available cash and/or  short-term  borrowing
     requirements  to be  matched  on a daily  basis  with  those  of the  other
     participants in the Utility Money Pool,  thereby minimizing the need of the
     AEP  system  for  external   short-term   borrowing.   If  the   Nonutility
     Subsidiaries  are authorized to  participate in the Nonutility  Money Pool,
     funds  will be loaned  from the  Nonutility  Money Pool in the form of open
     account  advances  under  the  same  terms  and  limitations  as  currently
     authorized for the Utility Money Pool.

          H. Guarantee of Indebtedness/Obligations

          The provision of parent  guarantees by holding companies to affiliates
     in the  generation  and power  marketing  business  is a standard  industry
     practice.  AEP  requests  authorization  herein to enter  into  guarantees,
     obtain  letters of  credit,  enter into  support or expense  agreements  or
     otherwise  provide credit  support from time to time through  September 30,
     2007  on  behalf  of any of  its  direct  or  indirect  Subsidiaries  up to
     $900,000,000.  AEP also requests  authority to guarantee the obligations of
     its direct or indirect  subsidiaries  as may be appropriate or necessary to
     enable  the   subsidiaries  to  carry  on  the  ordinary  course  of  their
     businesses.  Each of the Public Utility Subsidiaries seeks authorization to
     enter into  guarantees and other credit support with respect to obligations
     of each of its subsidiaries.

          Applicants also request  authority for each  nonutility  subsidiary to
     provide  guarantees and other forms of credit  support to other  nonutility
     subsidiaries. Certain of the guarantees referred to above may be in support
     of  the  obligations  of  Subsidiaries  which  are  not  capable  of  exact
     quantification.  In such  cases,  AEP will  determine  the  exposure of the
     instrument for purposes of measuring  compliance  with the total  guarantee
     limit.

          The aggregate  amount of the  guarantees  will not exceed $900 million
     (not taking into account  obligations  exempt pursuant to Rule 45 and under
     other current  Commission  orders).  A portion of this  authority  replaces
     current  authority of CSW which  expires at or near year end [see Orders in
     Files 70-9083 and 70-8205].

          I. Payments of Dividends out of Capital or Unearned Surplus

          Section 12 of the Act and Rule 46  thereunder  generally  prohibit the
     payment of dividends out of capital or unearned  surplus except pursuant to
     an order of the  Commission.  AEP and the  Nonutility  Subsidiaries  hereby
     request  authority for the direct and indirect  Nonutility  Subsidiaries to
     pay dividends out of capital or unearned  surplus to the fullest  extent of
     the law.

          J. Summary of Requests

          (i)  Applicants  in this  file  request  authorization  for  financing
               transactions  for the period beginning with the effective date of
               an order  issued  pursuant  to this filing and  continuing  until
               September 30, 2007 unless otherwise provided;

          (ii) SWEPCO and Wheeling request authorization to issue long-term debt
               in  amounts  not  to  exceed  $350   million  and  $40   million,
               respectively;

          (iii)AEP  and  its  Public  Utility   Subsidiaries  request  that  the
               Commission  approve an aggregate  financing request in the amount
               of $7.2 billion outstanding in short-term  financing capacity for
               AEP and its Public Utility  Subsidiaries  as more fully described
               in the Application-Declaration;

          (iv) CPL,  Columbus,  Ohio  and  West  Texas,  companies  affected  by
               restructuring,  seek interim  authority  until  restructuring  is
               implemented,  to issue short and long-term  debt in an amount not
               to exceed $3.9 billion;

          (v)  Applicants seek  authorization to organize financing entities for
               certain types of financings;

          (vi) Applicants  seek  authority  to  make  tender  offers  for  their
               securities   and  to  repurchase   their  own   securities   from
               affiliates;

          (vii)AEP and its  Subsidiaries  which are  participants in the Utility
               Money Pool request the continuation of the Money Pool through the
               Authorization Period;

          (viii) AEP and its Nonutility  Subsidiaries  request authority to form
               and continue a Nonutility  Money Pool on  substantially  the same
               terms and conditions as the Utility Money Pool;

          (ix) AEP requests the  Commission  approve the issuance by AEP and its
               Subsidiaries  of guarantees  and other forms of credit support in
               an aggregate amount not to exceed $900 million outstanding at any
               time in exposure; and

          (x)  AEP and its Nonutility Subsidiaries request authorization for the
               Subsidiaries to pay dividends out of capital or unearned  surplus
               to the fullest extent of the law.


          K. Compliance with Rule 54

          Sections  9(a), 10 and 11 of the Act and Rule 54 thereunder are or may
     be applicable to the transactions  proposed herein.  To the extent that any
     other  sections of the Act may be applicable to the proposed  transactions,
     the Company hereby requests appropriate authority thereunder.

          The proposed transactions are subject to Rule 54, which 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
     ("CSW") on June 15, 2000 pursuant to an order dated 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),  except for
     clause (1). At June 30, 2002, AEP's "aggregate  investment",  as defined in
     Rule 53(a)(1), in EWGs and FUCOs was approximately $3.049 billion, or about
     95.1% of AEP's "consolidated  retained  earnings",  also as defined in Rule
     53(a)(1), for the four quarters ended June 30, 2002 ($3.206 billion).  With
     respect to Rule 53(a)(1), however, the Commission has determined that AEP's
     financing of  investments  in EWGs and FUCOs in an amount  greater than the
     amount  that would  otherwise  be allowed by Rule  53(a)(1)  would not have
     either of the adverse  effects set forth in Rule 53(c).  See the Rule 53(c)
     Order.

          In addition,  AEP has  complied  and will  continue to comply with the
     record-keeping  requirements  of Rule 53(a)(2),  the limitation  under Rule
     53(a)(3) on the use of operating  company  personnel to render  services to
     EWGs and  FUCOs,  and the  requirements  of Rule  53(a)(4)  concerning  the
     submission  of  copies of  certain  filings  under  the Act to retail  rate
     regulatory  commissions.  Further,  none of the circumstances  described in
     Rule 53(b) has occurred.

          Moreover,  even if the effect of the  capitalization  and  earnings of
     EWGs and FUCOs in which AEP has an ownership  interest upon the AEP holding
     company system were considered,  there would be no basis for the Commission
     to   withhold   or   deny   approval   for  the   proposal   made  in  this
     Application-Declaration.  The action  requested in the instant filing would
     not, by itself,  or even  considered in conjunction  with the effect of the
     capitalization  and  earnings  of AEP's  EWGs and  FUCOs,  have a  material
     adverse effect on the financial  integrity of the AEP system, or an adverse
     impact  on  AEP's  public-utility  subsidiaries,  their  customers,  or the
     ability of State commissions to protect such public-utility  customers. The
     Rule 53(c)  Order was  predicated,  in part,  upon an  assessment  of AEP's
     overall financial  condition which took into account,  among other factors,
     AEP's  consolidated  capitalization  ratio and the recent  growth  trend in
     AEP's retained earnings.

          As of December 31, 1999,  the most recent  period for which  financial
     statement  information was evaluated in the 53(c) Order, AEP's consolidated
     capitalization  (including  CSW on a pro forma  basis)  consisted  of 37.3%
     common and preferred  equity,  61.3% debt and $335 million principal amount
     of certain subsidiary obligated mandatorily redeemable preferred securities
     of subsidiary trusts holding solely junior subordinated  debentures of such
     subsidiaries ("Trust Preferred  Securities")  representing 1.4%. As of June
     30, 2002, AEP's consolidated  capitalization consisted of 60.4% debt, 35.2%
     common and preferred  equity  (consisting of  347,833,712  shares of common
     stock  representing  34.6% and $145 million  principal  amount of preferred
     stock representing  0.6%), $321 million principal amount of Trust Preferred
     Securities  representing 1.3% and $750 million minority interest in finance
     subsidiary representing 3.1%.

          Since the date of the Rule 53(c) Order,  there has been a reduction in
     AEP's consolidated equity  capitalization ratio; however, it remains within
     acceptable ranges and limits of rating agencies for strong investment grade
     corporate credit ratings. In addition,  the operating  subsidiaries,  which
     will have a significant influence on the determination of the AEP corporate
     rating,  continue to show strong  financial  statistics  as measured by the
     rating agencies.

          As of December 31, 1999,  Standard & Poor's rating of secured debt for
     AEP's  operating  subsidiaries  was as follows:  APCo, A; CSP, A-; I&M, A-;
     KPCo, A; and OPCo, A-. As of December 31, 1999, Standard & Poor's rating of
     secured debt for CSW's operating  subsidiaries was as follows: CPL, A; PSO,
     AA-; SWEPCO, AA-; and WTU, A.

          As of June 30,  2002,  Standard & Poor's  rating of  secured  debt for
     AEP's  operating  subsidiaries  was as follows:  APCo, A; CSP, A-; I&M, A-;
     KPCo, A- and OPCo, A-. As of December 31, 2001, Standard & Poor's rating of
     secured debt for CSW's Operating Subsidiaries was as follows: CPL, A-; PSO,
     A; SWEPCO, A; and WTU, A-.

          Reporting

          AEP and the  Participants  will  report  quarterly  to the  Commission
     pursuant  to Rule 24 under  the Act  within  30 days  after the end of each
     calendar quarter.


Item 2.   Fees, Commissions and Expenses

          Rating agency fees for commercial paper (annual):
          Moody's Investors Service, Inc...................... $56,000
          Standard & Poor's................................... $40,000
          Fitch............................................... $17,000
          Miscellaneous and incidental expenses
          including travel, telephone and postage.............  $5,000
               Total                                          $118,000

                                                              ========
Item 3.   Applicable Statutory Provisions

          Sections  6(a),  7, 9(a), 10 and 12 and Rules 43, 45 and 46 thereunder
     are or may be  applicable to the proposed  transactions.  To the extent any
     other  sections of the Act may be applicable to the proposed  transactions,
     the Applicants hereby request appropriate orders thereunder.

Item 4.   Regulatory Approval

          No state regulatory  authority which has not already been obtained and
     no federal regulatory  authority,  other than the Commission under the Act,
     has jurisdiction over the proposed transactions.

Item 5.   Procedure

          It is requested,  pursuant to Rule 23(c) of the Rules and  Regulations
     of the Commission,  that the Commission's  order granting and permitting to
     become  effective  this  Application  or Declaration be issued on or before
     October ____, 2002.  Applicants waive any recommended decision by a hearing
     officer or by any other responsible officer of the Commission and waive the
     30-day waiting period  between the issuance of the  Commission's  order and
     the  date  it  is  to  become  effective,  since  it is  desired  that  the
     Commission's  order, when issued,  become effective  forthwith.  Applicants
     consent  to  the  Division  of  Investment   Management  assisting  in  the
     preparation  of the  Commission's  decision  and/or  order in this  matter,
     unless the  Division  opposes  the matter  covered by this  Application  or
     Declaration.


Item 6.   Exhibits and Financial Statements

          The following  exhibit and financial  statements  are filed as part of
     this statement:

          (a)  Exhibit:

               Exhibit A Opinion of counsel (to be filed by amendment)
               Exhibit H Form of Notice

          (b)  Financial Statements:

               Balance  Sheets as of June 30, 2002 and  Statements of Income and
          Retained  Earnings  for the 12 months  ended June 30, 2002 of American
          and its subsidiaries consolidated (to be filed by amendment).


Item 7.   Information as to Environmental Effects

          The  Commission's  action in this matter will not constitute any major
     federal action having a significant effect on the human environment. To the
     best of AEP's knowledge,  no federal agency has prepared or is preparing an
     environmental impact statement with respect to the proposed transaction.



                                   SIGNATURE

     Pursuant to the  requirements  of the Public Utility Holding Company Act of
1935, the  undersigned  company has duly caused this Amendment No. 2 to its Form
U-1 to be signed on its behalf by the undersigned thereunto duly authorized.

                      AMERICAN ELECTRIC POWER COMPANY, INC.
                                       And
                             AEP GENERATING COMPANY
                   AMERICAN ELECTRIC POWER SERVICE CORPORATION
                            APPALACHIAN POWER COMPANY
                       CENTRAL AND SOUTH WEST CORPORATION
                         CENTRAL POWER AND LIGHT COMPANY
                         COLUMBUS SOUTHERN POWER COMPANY
                         INDIANA MICHIGAN POWER COMPANY
                             KENTUCKY POWER COMPANY
                             KINGSPORT POWER COMPANY
                               OHIO POWER COMPANY
                       PUBLIC SERVICE COMPANY OF OKLAHOMA
                       SOUTHWESTERN ELECTRIC POWER COMPANY
                          WEST TEXAS UTILITIES COMPANY
                             WHEELING POWER COMPANY
                             And other Subsidiaries

                                 By: /s/ Armando A. Pena
                                 Treasurer of all the above-listed companies.
Dated: September 24, 2002





                                                                   Exhibit  H

                            UNITED STATES OF AMERICA
                                   before the
                       SECURITIES AND EXCHANGE COMMISSION


PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Release No.                                          /September ___, 2002



In the Matter of
AMERICAN ELECTRIC POWER COMPANY, INC., et al.
1 Riverside Plaza
Columbus, OH  43215

(70-    )


NOTICE IS HEREBY GIVEN that American  Electric Power  Company,  Inc., a New York
corporation  ("AEP")  and  Central  and  South  West  Corporation,   a  Delaware
corporation ("CSW"),  both registered holding companies under the Public Utility
Holding  Company Act of 1935, as amended (the "Act") and the direct and indirect
subsidiaries  of AEP  ("Subsidiaries"),  including the following  public utility
subsidiaries:  AEP Generating Company ("Generating"),  Appalachian Power Company
("Appalachian"),  Central Power and Light  Company  ("CPL"),  Columbus  Southern
Power Company ("Columbus"), Indiana Michigan Power Company ("Indiana"), Kentucky
Power Company ("Kentucky"),  Kingsport Power Company  ("Kingsport"),  Ohio Power
Company  ("Ohio"),  Public  Service  Company of Oklahoma  ("PSO"),  Southwestern
Electric Power Company ("SWEPCO"),  West Texas Utilities Company ("West Texas"),
and Wheeling  Power  Company  ("Wheeling")  (collectively,  "the Public  Utility
Subsidiaries")  have  filed a Form U-1  Application  or  Declaration  with  this
Commission  pursuant to Sections  6(a), 7, 9(a), 10 and 12 of the Act, and Rules
43, 45 and 46 thereunder for authorization  for certain  financial  transactions
described  in the  Application  through  September  30,  2007  unless  otherwise
specified in the Application.

It is stated that no other state commission, other than those whose approval has
been  obtained,  and no  federal  commission,  other than this  Commission,  has
jurisdiction over the proposed transaction.

The  Application  or Declaration  and any  amendments  thereto are available for
public  inspection   through  the  Commission's   Office  of  Public  Reference.
Interested  persons  wishing to comment or request a hearing should submit their
views in  writing  by  October  _____,  2002 to the  Secretary,  Securities  and
Exchange Commission,  Washington,  D.C. 20549, and serve a copy on the applicant
or declarant at the address specified above.  Proof of service (by affidavit or,
in case of any  attorney  at law,  by  certificate)  should  be  filed  with the
request.  Any request for a hearing shall  identify  specifically  the issues of
fact or law that are disputed.  A person who so requests will be notified of any
hearing if  ordered,  and will  receive a copy of any notice or Order  issued in
this matter. After said date, the Application or Declaration,  as filed or as it
may be amended, may be permitted to become effective.

For the  Commission,  by the Office of Public  Utility  Regulation,  pursuant to
delegated authority.


                                          Jonathan G. Katz
                                          Secretary



1      The additional  subsidiaries are Cedar Coal Co., Central Appalachian Coal
Co., Central Coal Co., Colomet,  Inc., Simco,  Inc.,  Southern  Appalachian Coal
Co.,  Blackhawk Coal Co.,  Conesville Coal  Preparation  Company,  Franklin Real
Estate Company, and Indiana Franklin Realty Company.