Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net

1. Name and Address of Reporting Person*

Sandor, Richard L.

2. Issuer Name and Ticker or Trading Symbol
American Electric Power Company, Inc. (AEP)

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
X Director                                       10% Owner
    Officer (give title below)          Other (specify below)

                                                  

(Last)      (First)     (Middle)

c/o Environmental Financial Products LLC
111 W. Jackson Blvd., 14th Floor

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

 

4. Statement for
Month/Day/Year
03/31/03

(Street)

Chicago, IL 60604

5. If Amendment,
Date of Original
(Month/Day/Year)
 		 7. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
    Form filed by More than One Reporting Person

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)

7. Nature of Indirect
Beneficial Ownership
(Instr. 4)

Code

V

Amount

(A)
or
(D)

Price
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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FORM 4 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security

(Instr. 3)

2. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Phantom Stock Unit

 (1)

03/31/03

 

A

 

191

 

 

 

Common Stock

191

 (1)

4,127(2)

D

 

Explanation of Responses:

(1) Acquisition pursuant to the AEP Deferred Compensation and Stock Plan for Non-Employee Directors.
(2) Includes 107 units of reinvested dividends in 2003 pursuant to a dividend reinvestment feature of the Plan.
  By: /s/ Kevin R. Feease, Attorney-in-Fact for Richard L. Sandor
              
**Signature of Reporting Person		 04/01/03
Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed.
          If space is insufficient, See Instruction 6 for procedure.

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POWER OF ATTORNEY

RICHARD L. SANDOR

 The undersigned hereby appoints Jeffrey D. Cross, Thomas G. Berkemeyer, William E. Johnson and
Kevin R. Fease, and each of them, to be the undersigned's true and lawful attorneys-in-fact, for the
undersigned, and in the undersigned's name, place and stead to execute, acknowledge, deliver and file
Forms 4 and 5 (including amendments thereto) with respect to securities of American Electric Power
Company, Inc. and its subsidiaries (collectively "AEP"), required to be filed with the Securities and
Exchange Commission, national securities exchanges and AEP pursuant to Section 16(a) of the Securities
Exchange Act of 1934 and Section 17(a) of the Public Utility Holding Company Act of 1935 and the rules
and regulations thereunder, granting to AEP full power and authority to perform all acts necessary to
the completion of such purposes.

 The undersigned agrees that the attorneys-in-fact herein may rely entirely on information furnished
orally or in writing by the undersigned to such attorneys-in-fact.  The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not
assuming, nor is AEP assuming, any of the undersigned's responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934 or Section 17 of the Public Utility Holding Company Act of 1935.

 The validity of this Power of Attorney shall not be affected in any manner by reason of the execution,
 at any time, of other powers of attorney by the undersigned in favor of persons other than
those named herein.

 This Power of Attorney shall remain in full force and effect until the undersigned is no longer
required to file Forms 4 and 5 with respect to the undersigned's holdings of and transactions in securities
issued by AEP, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.

 IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this
22nd day of January, 2003.

/s/ Richard L. Sandor
Richard L. Sandor