Exhibit 3(b)
                     CERTIFICATE OF AMENDMENT
                              OF THE
                   CERTIFICATE OF INCORPORATION
                                OF
               AMERICAN ELECTRIC POWER COMPANY, INC.
         Under Section 805 of the Business Corporation Law

      The  undersigned,  being  respectively the Vice President and
Secretary  of  American   Electric  Power  Company,   Inc.,  hereby
certify that:

      1. The name of the  corporation is AMERICAN  ELECTRIC POWER COMPANY,  INC.
The name under which the  corporation  was formed is American  Gas and  Electric
Company.

      2. The  Department of State on February 18, 1925 filed the  certificate of
consolidation forming the corporation.

      3.(A) The certificate of incorporation  of the corporation,  as heretofore
amended,  is hereby  amended  pursuant  to  section  801(b)(7)  of the  Business
Corporation  Law, to effect an increase in the aggregate  number of shares which
the corporation shall have authority to issue from 300,000,000  shares of Common
Stock, of the par value of $6.50 each, to 600,000,000 shares of Common Stock, of
the par value of $6.50 each.

      (B) Paragraph 4.1 of the certificate of  incorporation of the corporation,
as heretofore amended, is hereby amended to read as follows:

           4.1  The  aggregate   number  of  shares  which  the  corporation  is
           authorized to issue is 600,000,000 shares of Common Stock, of the par
           value of $6.50 each.

      4. The manner in which this amendment to the certificate of  incorporation
of the  corporation,  as  heretofore  amended,  was  authorized  was by the  (i)
unanimous  affirmative  vote of the Board of Directors of the corporation at its
meeting  duly called and held on the 28th day of January,  1998,  a quorum being
present,  and  (ii)  affirmative  vote  of  the  holders  of a  majority  of all
outstanding   shares   entitled  to  vote  thereon  at  the  annual  meeting  of
shareholders  of the  corporation  duly  called and held on the 27th day of May,
1998, a quorum being present.

      IN WITNESS WHEREOF, the undersigned have signed this certificate this 13th
day of January,  1999, and do affirm the contents to be true under the penalties
of perjury.


                                        /S/ HENRY  W. FAYNE
                                            Henry W. Fayne, Vice President

                                        /S/ SUSAN TOMASKY
                                            Susan Tomasky, Secretary