S-8

As filed with the Securities and Exchange Commission on September 13, 2005

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

_____________

AMERICAN ELECTRIC POWER COMPANY, INC.

(Exact Name of Registrant as Specified in Its Charter)

                    New York                                                                                                                                      13-4922640

    (State or Other Jurisdiction of                                                                                                                       (I.R.S. Employer

  Incorporation or Organization)                                                                                                                     Identification No.)

1 Riverside Plaza, Columbus, Ohio 43215

(Address of Principal Executive Offices) (Zip Code)

American Electric Power System

Amended and Restated 2000 Long-Term Incentive Plan

(Full Title of the Plan)

___________

Thomas G. Berkemeyer, Esq.

Associate General Counsel

American Electric Power Service Corporation

1 Riverside Plaza

Columbus, Ohio 43215

(614) 716-1648

(Name, Address and Telephone Number, Including Area Code, of Agent For Service)

___________

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered (1)	Amount to Be Registered (2)	Proposed Maximum Offering Price Per Share (3)	Proposed Maximum Aggregate Offering Price (3)	Amount of Registration Fee (3)
Common Stock, $6.50 par value per share	15,445,850shares	$38.04	$587,560,134	$69,156

(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement also covers an indeterminate number of shares as may be issued as a result of the adjustment provisions of the Plan.

(2) If, as a result of stock splits, stock dividends or similar transactions, the number of securities purported to be registered on this Registration Statement changes, the provisions of Rule 416 under the Securities Act of 1933, as amended, shall apply to this Registration Statement, and this Registration Statement shall be deemed to cover the additional securities resulting from the split of, or the dividend or, the securities covered by this Registration Statement.

(3) Pursuant to Rule 457(h) under the Securities Act, the proposed maximum offering price per share, the proposed maximum aggregate offering price and the amount of registration fee have been computed on the basis of the average of the high and low sale prices of the Common Stock on September 8, 2005 as reported on the New York Stock Exchange.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.PLAN INFORMATION

Not required to be filed with this Registration Statement.*

Item 2.REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

Not required to be filed with this Registration Statement.*

* Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act and Note to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed with the Securities and Exchange Commission by American Electric Power Company, Inc. (“AEP”) are incorporated by reference herein:

(i)	Annual Report on Form 10-K of AEP for the fiscal year ended December 31, 2004; as amended by the Annual Report on Form 10-K/A filed May 6, 2005;
(ii)	Quarterly Reports on Form 10-Q of AEP for the fiscal quarters ended March 31, 2005 and June 30, 2005;
(iii)	Current Reports on Form 8-K of AEP filed on April 28, 2005, April 4, 2005, March 9, 2005, February 28, 2005, February 25, 2005, January 31, 2005, January 21, 2005 and January 11, 2005; and
(iv)	The description of AEP’s Common Stock, par value $6.50 per share (“Common Stock”), set forth in AEP’s Registration Statement on Form S-3, filed on May 23, 2003, pursuant to Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”), and any amendment or report filed for the purpose of updating such description.

All documents subsequently filed by AEP pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all of such securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.DESCRIPTION OF SECURITIES

Not applicable.

Item 5.INTERESTS OF NAMED EXPERTS AND COUNSEL

Thomas G. Berkemeyer, Esq., Associate General Counsel of American Electric Power Service Corporation, a wholly owned subsidiary of AEP, has passed upon the legality of the shares of the Common Stock of the Registrant to be issued under the Plan. Mr. Berkemeyer is eligible to participate in the Plan.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Under the New York Business Corporation Law (the “NYBCL”) a corporation may indemnify any person made, or threatened to be made, a party to an action or proceeding (other than one by or in the right of the corporation to procure a judgment in its favor), whether civil or criminal, including an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any director or officer of the corporation served in any capacity at the request of the corporation, by any reason of the fact that he, his testator or intestate, was a director or officer of the corporation, or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such director or officer acted, in good faith, for a purpose which he reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the corporation and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his conduct was unlawful.

The NYBCL further provides that no indemnification of directors in shareholder derivative suits may be made in respect of (i) a threatened action, or a pending action which is settled or otherwise disposed of, or (ii) any

claim, issue or matter as to which the director or officer has been adjudged to be liable to the corporation, unless and only to the extent that the court in which the action was brought or, if no action is brought, any court of competent jurisdiction, determines upon application that, in view of the circumstances of the case, the director or officer is fairly and reasonably entitled to indemnity for such portion of the settlement amount and expenses as the court deems proper. The statutory provisions for indemnification and advancement of expenses are not exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled independently of the applicable statutory provision.

The AEP By-Laws provide that to the fullest extent permitted by law, AEP shall indemnify any person made, or threatened to be made, a party to any action or proceeding (formal or informal), whether civil, criminal, administrative or investigative and whether by or in the right of AEP or otherwise, by reason of the fact that such person, such person's testator or intestate, is or was a director, officer or employee of AEP, or of any subsidiary or affiliate of AEP, or served any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity at the request of AEP, against all loss and expense including, without limiting the generality of the foregoing, judgments, fines (including excise taxes), amounts paid in settlement and attorneys' fees and disbursements actually and necessarily incurred as a result of such action or proceeding, or any appeal therefrom, and all legal fees and expenses incurred in successfully asserting a claim for indemnification pursuant to such provision of the AEP By-Laws; provided, however, that no indemnification may be made to or on behalf of any director, officer or employee if a judgment or other final adjudication adverse to the director, officer or employee establishes that such person's acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that such person personally gained in fact a financial profit or other advantage to which such person was not legally entitled.

The AEP By-Laws further provide that in any case in which a director, officer or employee (or a representative of the estate of such director, officer or employee) requests indemnification, upon such person's request the AEP Board of Directors shall meet within sixty days thereof to determine whether such person is eligible for indemnification in accordance with the standard set forth above. Such a person claiming indemnification shall be entitled to indemnification upon a determination that no judgment or other final adjudication adverse to such person has established that such person's acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that such person personally gained in fact a financial profit or other advantage to which such person was not legally entitled.

Item 7.EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

Item 8.           EXHIBITS

Exhibit Number	Description
3.1	Restated Certificate of Incorporation of AEP (incorporated by reference to Exhibit (3)(a) to AEP’s Report on Form 10-K for the year ended December 31, 1998)
3.2	Certificate of Amendment to Restated Certificate of Incorporation of AEP (incorporated by reference to Exhibit (3)(b) to AEP’s Report on Form 10-K for the year ended December 31, 1998)
3.3	By-laws of AEP amended through December 15, 2003 (incorporated by reference to Exhibit (3)(d) to AEP’s Report on Form 10-K for the year ended December 31, 2003)
4	American Electric Power System Amended and Restated 2000 Long-Term Incentive Plan (incorporated by reference to Exhibit A to AEP’s Notice of 2005 Annual Meeting and Proxy Statement, filed with the Securities and Exchange Commission on March 15, 2005)
5	Opinion of Thomas G. Berkemeyer, Esq., Associate General Counsel of American Electric Power Service Corporation, a wholly owned subsidiary of AEP, as to the legality of the securities being registered.
23.1	Consent of Deloitte & Touche LLP
23.2	Consent of Thomas G. Berkemeyer, Esq., Associate General Counsel of American Electric Power Service Corporation, a wholly owned subsidiary of AEP (included in Exhibit 5)
24	Power of Attorney and Resolutions of AEP

Item 9.UNDERTAKINGS

(a)The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to the registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) of the Securities Act of 1933 if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for the purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Columbus and State of Ohio, on the 13^th day of September, 2005.

AMERICAN ELECTRIC POWER COMPANY, INC.

/s/ Michael G. Morris

Michael G. Morris*

Chairman of the Board and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
(i) Principal Executive Officer:
Michael G. Morris *	Chairman of the Board and Chief Executive Officer	September 13, 2005
(ii) Principal Financial Officer:
/s/ Susan Tomasky	Executive Vice President And Chief Financial Officer	September 13, 2005
Susan Tomasky
(iii) Principal Accounting Officer:
/s/ Joseph M. Buonaiuto	Controller and Chief Accounting Officer	September 13, 2005
Joseph M. Buonaiuto
(iv) A Majority of the Directors:
*E. R. Brooks*	*Michael G. Morris
*Donald M. Carlton	*Lionel L. Nowell, III
*John P. DesBarres	*Richard l. Sandor
*Robert W. Fri	*Donald G. Smith
*William R. Howell	*Kathryn D. Sullivan
*Lester A. Hudson, Jr.
* By /s/ Susan Tomasky		September 13, 2005
(Susan Tomasky, Attorney-in-Fact)

Exhibit Index Certain of the following exhibits, designated with an asterisk (*), have heretofore been filed with the Commission and, pursuant to 17 C.F.R. Sections 201.24 and 230.411, are incorporated herein by reference to the documents indicated following the descriptions of such exhibits.
Exhibit Number	Description
*3.1	Restated Certificate of Incorporation of AEP (incorporated by reference to Exhibit (3)(a) to AEP’s Report on Form 10-K for the year ended December 31, 1998)
*3.2	Certificate of Amendment to Restated Certificate of Incorporation of AEP (incorporated by reference to Exhibit (3)(b) to AEP’s Report on Form 10-K for the year ended December 31, 1998)
*3.3	Bylaws of AEP amended through December 15, 2003 (incorporated by reference to Exhibit (3)(d) to AEP’s Report on Form 10-K for the year ended December 31, 2003)
*4	American Electric Power System Amended and Restated 2000 Long-Term Incentive Plan (incorporated by reference to Exhibit A to AEP’s Notice of 2005 Annual Meeting and Proxy Statement, filed with the Securities and Exchange Commission on March 15, 2005)
5	Opinion of Thomas G. Berkemeyer, Esq., Associate General Counsel of American Electric Power Service Corporation, a wholly owned subsidiary of AEP, as to the legality of the securities being registered
23.1	Consent of Deloitte & Touche LLP
23.2	Consent of Thomas G. Berkemeyer, Esq., Associate General Counsel of American Electric Power Service Corporation, a wholly owned subsidiary of AEP (included in Exhibit 5)
24	Power of Attorney and Resolutions of AEP

EX-5

Exhibit 5

September 13, 2005

American Electric Power Company, Inc.

1 Riverside Plaza

Columbus, Ohio 43215

Ladies and Gentlemen:

I am Associate General Counsel of American Electric Power Service Corporation, a wholly owned subsidiary of American Electric Power Company, Inc., a New York corporation (the "Company"), and in such capacity I have examined the Company's Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, for the registration of 15,445,850 shares of the Company's Common Stock, $6.50 par value per share (the "Shares"), to be offered and sold under the American Electric Power System Amended and Restated 2000 Long-Term Incentive Plan (the "Plan").

I have examined and am familiar with originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and officers of the Company and such other instruments as I have deemed necessary or appropriate as a basis for the opinions expressed below.

Based on the foregoing, I am of the opinion that the Shares are duly authorized and when the Shares have been issued and delivered in accordance with the terms of the Plan, such Shares will be legally issued, fully paid and non-assessable.

I hereby consent to the filing of this opinion of counsel as Exhibit 5 to the Registration Statement.

Very truly yours,

/s/  Thomas G. Berkemeyer

Thomas G. Berkemeyer

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports (which reports express an unqualified opinion and, as to the report related to the financial statements, includes an explanatory paragraph concerning the adoption of new accounting pronouncements in 2002, 2003 and 2004) relating to the consolidated financial statements of American Electric Power Company, Inc. and subsidiary companies, the consolidated financial statement schedule and management’s report on the effectiveness of internal control over financial reporting dated February 28, 2005 appearing in and incorporated by reference in the Annual Report on Form 10-K of American Electric Power Company, Inc. and subsidiary companies for the year ended December 31, 2004.

\s\ Deloitte and Touche LLP

Columbus, Ohio

September 13, 2005

EX-24

Exhibit 24

AMERICAN ELECTRIC POWER COMPANY, INC.

POWER OF ATTORNEY

Each of the undersigned directors or officers of AMERICAN ELECTRIC POWER COMPANY, INC., a New York corporation, which is to file with the Securities and Exchange Commission, Washington, D.C. 20549, under the provisions of the Securities Act of 1933, as amended (the "Act"), one or more Registration Statements (including any Registration Statement on Form S-8 covering the registration of addition securities) for the registration thereunder of up to 15,445,850shares of common stock, par value $6.50 per share, does hereby appoint SUSAN TOMASKY, STEPHEN P. SMITH and STEPHAN T. HAYNES his or her true and lawful attorneys, and each of them his or her true and lawful attorney, with power to act without the others, and with full power of substitution or resubstitution, to execute for him or her and in his or her name said Registration Statement(s) and any and all amendments thereto, whether said amendments add to, delete from or otherwise alter the Registration Statement(s), or add or withdraw any exhibits or schedules to be filed therewith and any and all instruments necessary or incidental in connection therewith, hereby granting unto said attorneys and each of them full power and authority to do and perform in the name and on behalf of each of the undersigned, and in any and all capacities, as fully and to all intents and purposes as each of the undersigned might or could do in person, hereby ratifying and approving the acts of said attorneys and each of them.

IN WITNESS WHEREOF, the undersigned have signed these presents this 26^th day of July, 2005.

/s/ E. R. Brooks ___________                    /s/ Michael G. Morris_______

E. R. Brooks                                               Michael G. Morris

/s/ Donald M. Carlton_______/s/ Lionel L. Nowell III _____

Donald M. Carlton                                       Lionel L. Nowell III

/s/ John P. DesBarres_______/s/ Richard L. Sandor _______

John P. DesBarres                                       Richard L. Sandor

/s/ Robert W. Fri___________                    /s/ Donald G. Smith ________

Robert W. Fri                                              Donald G. Smith

/s/ William R. Howell________                   /s/ Kathryn D. Sullivan _______

William R. Howell                                        Kathryn D. Sullivan

/s/ Lester A. Hudson, Jr.______

Lester A. Hudson, Jr.

AMERICAN ELECTRIC POWER COMPANY, INC.

I, Thomas G. Berkemeyer, Assistant Secretary of AMERICAN ELECTRIC IPOWER COMPANY, INC., HEREBY CERTIFY that the following constitutes a true and exact copy of the resolutions duly adopted by the affirmative vote of a majority of the Board of Directors of said Company at a meeting of the board duly and legally held on July 27, 2005, at which meeting a quorum of the Board of Directors of said Company was present and voting throughout. I further certify that said resolutions have not been altered, amended or rescinded, and that they are presently in full force and effect.

GIVEN under my hand this 13th of September, 2005.

/s/ Thomas G. Berkemeyer

Assistant Secretary

AMERICAN ELECTRIC POWER COMPANY, INC.

July 27, 2005

The Chairman stated that the American Electric Power System Amended and Restated 2000 Long-Term Incentive Plan was approved by the Board on February 22, 2005 and by the Company’s shareholders at the 2005 Annual Meeting on April 26, 2005 and provides for the issuance of an additional 15,445,850 shares of AEP Common Stock for awards under the Plan, which, when added to 3,754,150 shares available (as of February 22, 2005) for issuance, establishes a new limit of 19,200,000 shares of AEP Common Stock available for new awards under the Plan . He stated that it is now necessary to authorize the registration of an additional 15,445,850 shares of Common Stock of the Company with the Securities and Exchange Commission (SEC) under the Securities Act of 1933, as amended (the Act).

After discussion, upon motion duly made and seconded, it was unanimously

RESOLVED, that the proper officers of the Company be, and they hereby are, authorized to prepare and execute a Registration Statement on the appropriate form, and any and all amendments and post-effective amendments thereto that such officers may consider necessary or desirable, for the purpose of registering under the Act, 15,445,850 shares of Common Stock, par value $6.50 per share (the “Additional Common Stock”), of the Company in the American Electric Power System Amended and Restated 2000 Long-Term Incentive Plan, to be offered in connection with such Plan, and to file the same, together with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission.

The Chairman further stated that, in connection with the filing with the SEC of the Registration Statement, there was to be filed with the SEC a Power of Attorney, dated July 27, 2005, executed by certain of the officers and the directors of this Company appointing true and lawful attorneys to act in connection with the filing of such Registration Statement (including any Registration Statement on Form S-8 covering the registration of additional securities) and any and all amendments thereto.

Thereupon, on motion duly made and seconded, the following preambles and resolutions were unanimously adopted:

WHEREAS, the Company proposes to file with the SEC a Registration Statement (including any Registration Statement on Form S-8 covering the registration of additional securities) for the registration pursuant to the applicable provisions of the Securities Act of 1933, as amended, of the Additional Common Stock of the Company; and

WHEREAS, in connection with said Registration Statement, there is to be filed with the SEC a Power of Attorney, dated July 27, 2005, executed by certain of the officers and directors of this Company appointing Susan Tomasky, Stephen P. Smith and Stephan T. Haynes, or any one of them, their true and lawful attorneys, with the powers and authority set forth in said Power of Attorney;

NOW, THEREFORE, BE IT

RESOLVED, that each and every one of said officers and directors be, and they hereby are, authorized to execute said Power of Attorney; and further

RESOLVED, that any and all action hereafter taken by any of said named attorneys under the Power of Attorney be, and the same hereby is, ratified and confirmed and that said attorneys shall have all the powers conferred upon them and each of them by the Power of Attorney; and further

RESOLVED, that the Registration Statement and any amendments thereto, hereafter executed by any of said attorneys under the Power of Attorney be, and the same hereby are, ratified and confirmed as legally binding upon this Company to the same extent as if the same were executed by each said officer and director of this Company personally and not by any of said attorneys; and further

RESOLVED, that Equiserve, as Transfer Agent for share of the Common Stock, be and it hereby is authorized and requested to authenticate, deliver and transfer certificates for share of the Additional Common Stock; and further

RESOLVED, that the authority of Equiserve, as Registrar for shares of the Common Stock, be and it hereby is increased by 15,445,850 shares; and the Equiserve be and it hereby is authorized and requested to register and countersign such certificates for shares of the Additional Common Stock; and further

RESOLVED, that the listing of the Additional Common Stock on the New York Stock Exchange (the “Exchange”) be, and it hereby is, authorized; and the Susan Tomasky, Stephen P. Smith and Stephan T. Haynes, or any one of them, be, and the same hereby are: (i) authorized to prepare, execute and cause to be delivered to the Exchange an application in the appropriate form for the listing of the Additional Common Stock; and (ii) designated representatives of the Company to appear before officials of the Exchange with authority to make such changes in said application and to take such steps as may be necessary to effect the listing of the Additional Common Stock on the Exchange.