SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  Schedule 13G

                    Under the Securities Exchange Act of 1934

                              (Amendment No.: 1 )*

Name of issuer:                             American Electric Power Co., Inc.


Title of Class of Securities:               Common Stock

CUSIP Number:                               025537101


         Check the following [space] if a fee is being paid with this statement:
         n/a.  (A fee is not  required  only  if the  filing  person:  (1) has a
         previous statement on file reporting  beneficial ownership of more than
         five  percent of the class of  securities  described in Item 1; and (2)
         has  filed  no  amendment   subsequent  thereto  reporting   beneficial
         ownership of five percent or less of such class.) (See rule 13d-7.)

         *The  remainder  of this cover page shall be filled out for a reporting
         person's  initial filing on this form with respect to the subject class
         of securities,  and for any subsequent amendment containing information
         which would alter the disclosures provided in a prior cover page.

         The information  required in the remainder of this cover page shall not
         be deemed to be "filed" for the purpose of Section 18 of the Securities
         Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
         that section of the Act but shall be subject to all other provisions of
         the Act (however, see the Notes).

(Continued on the following page(s))






                                Page 1 of 4 Pages






                                                                             13G

CUSIP No.:  025537101


1.       NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                  Vanguard Windsor Funds - Vanguard Windsor II Fund

2.       CHECK THE APPROPRIATE [LINE] IF A MEMBER OF A GROUP

         A.                                                   B.          X
                                                                -----------

3.       SEC USE ONLY



4.       CITIZENSHIP OF PLACE OF ORGANIZATION

                  Delaware

(For  questions  5-8,  report  the number of shares  beneficially  owned by each
reporting person with:)

5.       SOLE VOTING POWER

                  13,226,060

6.       SHARED VOTING POWER

                  -0-

7.       SOLE DISPOSITIVE POWER

                  -0-

8.       SHARED DISPOSITIVE POWER

                  13,226,060

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                  13,226,060

10.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

                  N/A

11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                  4.11

12.      TYPE OF REPORTING PERSON

                  IV

                                Page 2 of 4 Pages






                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   ----------

                                  SCHEDULE 13G

                        Under the Securities Act of 1934

                                   ----------


Check the following [line] if a fee is being paid with this statement n/a

Item 1(a) - Name of Issuer:

                  American Electric Power Co., Inc.

Item 1(b) - Address of Issuer's Principal Executive Offices:

                  1 Riverside Plaza
                  Columbus, OH  43215

Item 2(a) - Name of Person Filing:

                  Vanguard Windsor Funds - Vanguard Windsor II Fund

Item 2(b) - Title of Class of Securities:

                  Common Stock

Item 2(e) - CUSIP Number

                  025537101

Item 3 - Type of Filing:

     This statement is being filed pursuant to Rule 13d-1.  The person filing is
     an investment  company registered under Section 8 of the Investment Company
     Act.

Item 4 - Ownership:

         (a) Amount Beneficially Owned:

                  13,226,060

         (b) Percent of Class:

                  4.11

                                Page 3 of 4 Pages






         (c)  Number of shares as to which such person has:

(i)      sole power to vote or direct to vote:

                           13,226,060

(ii)     shared power to vote or direct to vote:

                           -0-

(iii)    sole power to dispose of or to direct the disposition of:

                           -0-

(iv)     shared power to dispose or to direct the disposition of:

                           13,226,060

Item 5 - Ownership of Five Percent or Less of a Class:

The  reporting  person has ceased to be the  beneficial  owner of more than five
percent of the class of securities (X).

Item 6 - Ownership of More Than Five Percent on Behalf of Another Person:

         Not applicable

Item 7 - Identification  and Classification of the Subsidiary Which Acquired The
Security Being Reported on by the Parent Holding Company:

         Not applicable

Item 8 - Identification and Classification of Members of Group:

         Not applicable

Item 9 - Notice of Dissolution of Group:

         Not applicable

Item 10 - Certification:

         By  signing  below I  certify  than,  to the best of my  knowledge  and
belief, the securities referred to above were acquired in the ordinary course of
business  and were not acquired for the purpose of and do not have the effect of
changing or  influencing  the control of the issuer of such  securities and were
not acquired in connection  with or as a participant in any  transaction  having
such purpose or effect.

Signature

         After reasonable  inquiry and to the best of my knowledge and belief, I
certify that the information  set forth in this statement is true,  complete and
correct.

Date      2-14-2001                         By /s/  Joseph F. Dietrick
    --------------------                      ------------------------
                                              Joseph F. Dietrick

                                Page 4 of 4 Pages