EXHIBIT 4.10


 
                              CONTROL CERTIFICATE
                                      OF
                           YORKSHIRE CAPITAL TRUST I




     With respect to Yorkshire Capital Trust I, a statutory business trust
created under the laws of the State of Delaware (the "Trust"), by the execution
of that certain Trust Agreement, dated as of February 1, 1998, as the same may
be amended and restated from time to time (the "Trust Agreement") among AEP
Resources, Inc., as Depositor, Stephan T. Haynes, as Administrative Trustee, The
Bank of New York, as Property Trustee, and The Bank of New York (Delaware), as
Delaware Trustee, the Depositor hereby issues this Control Certificate to
YORKSHIRE POWER GROUP LIMITED, a private limited company incorporated under the
laws of England and Wales.  The designations, rights, privileges, restrictions,
preferences of the holder of this Control Certificate and other terms and
provisions of the Control Certificate are set forth in, and shall in all
respects be subject to the terms and provisions of, the Trust Agreement.  The
Trust will furnish a copy of the Trust Agreement to the Holder without charge
upon written request to the Trust at its principal place of business or
registered office.

     Upon receipt of this Control Certificate, the holder hereof is bound by the
Trust Agreement and is entitled to the benefits thereunder.  Receipt of this
Control Certificate will not bestow on the holder hereof any economic or
financial interest or obligation with respect to the Trust.

 
     IN WITNESS WHEREOF, the Depositor of the Trust has executed this Control
Certificate this ____ day of February, 1998.

                              AEP RESOURCES, INC.,
                                as Depositor


                              By:   /s/ Jeffrey D. Cross
                              Title:  Vice President
 

AGREED AND ACCEPTED:

Yorkshire Power Group Limited,
 as holder of Control Certificate


By: /s/ Armando A. Pena
Title: Director

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