before the

            In the Matter of                    :
      AEP Energy Services, Inc.                 :
      AEP Resources, Inc.                       :
      1 Riverside Plaza                         :    CERTIFICATE OF
      Columbus, OH 43215                        :     NOTIFICATION
      File No. 70-9353                          :
(Public Utility Holding Company Act of 1935)    :

      American Electric Power Company, Inc. ("AEP"), a registered holding
company under the Public Utility Holding Company Act of 1935, as amended, AEP
Energy Services, Inc. and AEP Resources, Inc. ("Resources"), wholly-owned
nonutility subsidiaries of AEP, hereby certify in connection with the
Application-Declaration on Form U-1 in the above-entitled matter, that certain
of the transactions specified in said Application-Declaration, as amended, have
been carried out in accordance with the terms and conditions of, and for the
purposes represented by, said Application-Declaration, as amended, and the
Orders of the Securities and Exchange Commission with respect thereto, dated
December 21, 2000 (HCAR No. 35-27313) and November 2, 1998 (HCAR No. 35-26933),
as follows:

      1. On July 20, 2001, Electric Fuels Corporation, Florida Progress
Corporation (collectively "Progress") and Resources entered into an Agreement
and Plan of Merger whereby Resources would acquire all of the outstanding stock
of MEMCO Barge Line, Inc. ("MEMCO") and its subsidiaries for $270 million. MEMCO
owns and/or charters approximately 1,200 barges and 30 towboats, which are
engaged in the transportation of coal and dry bulk commodities, primarily on the
Ohio River, Illinois River, and the lower Mississippi River. The transaction
closed on November 1, 2001.

      2.    The transactions described herein were consummated within the period
designated in said Application-Declaration.

                              AMERICAN ELECTRIC POWER COMPANY, INC.
                              AEP ENERGY SERVICES, INC.
                              AEP RESOURCES, INC.

                            By:/s/ Thomas G. Berkemeyer
                               Assistant Secretary

Dated:  January 8, 2002