SecProbe.io

Mail Stop 3561

August 21, 2007

By U.S. Mail and facsimile to (614) 716-1599

Michael G. Morris
Chairman, President and Chief Executive Officer
American Electric Power Company, Inc.
1 Riverside Plaza
Columbus, OH  43215

Re: American Electric Power Company, Inc.
 Definitive 14A
Filed March 15, 2007
 File No. 1-03525

Dear Mr. Morris:

We have limited our review of your definitive proxy statement to your executive
compensation and other related disclosure a nd have the following comments.  Our review
of your filing is part of the Division’s focused review of executive compensation
disclosure.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call me at the telephone number listed at the e nd of this letter.

 In some comments we have asked you to provide us with additional information so we may better understand your disclosure.  Pl ease do so within the time frame set forth
below.  You should comply with the remain ing comments in all future filings, as
applicable.  Please confirm in writing that you will do so and also explain to us how you
intend to comply.  Please unders tand that after ou r review of all of your responses, we
may raise additional comments.

 If you disagree with any of these commen ts, we will consider your explanation as
to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.

Michael G. Morris
American Electric Power Company, Inc.
August 21, 2007 Page 2
Compensation Discussion and Analysis, page 21
1. Throughout this section, you indicate that you consider a named executive
officer’s individual performance and contributions in setting compensation.  Please discuss how you structure and impl ement specific forms of compensation
to reflect the named executive officer’s individual performance or contribution
and describe the elements of individual performance or contribution that you have
taken into consideration.  See It em 402(b)(2)(vii) of Regulation S-K.
2. Your disclosure regarding the compensation paid to named executive officers is difficult to understand because of your extensive reliance on abbreviations to
describe your named executive officers, compensation plans and plan goals.  Please consider the principles set fo rth in Rule 13a-20 under the Securities
Exchange Act of 1934 when drafting your executive compensation disclosure so
it is easier for an investor to understa nd the disclosure you have provided.

Compensation Program Design, page 21
3. You indicate that the human resources co mmittee evaluates total rewards for the
named executive officers by reviewing tally sheets.  Please analyze how the compensation committee uses the tally sheet  information to determine the amount
of compensation to be paid to the named executive officers.  For example, discuss
whether the human resources committee in creased or decreased the amount of
compensation awarded based upon its review of the tally sheet information.
4. Please discuss fully how each compensation element and the registrant’s decisions regarding that element fit into your ov erall compensation objectives and affect
decisions regarding other elements.  S ee Item 402(b)(1)(vi) of Regulation S-K.
Please discuss how decisions regarding gr anting additional years of credit under
retirement plans and granting continuing credits to Mr. Morris at the maximum
rate affect decisions relating to othe r components of compensation.  Also, Mr.
Morris had a significant amount of restrict ed stock, restricted stock units and
performance units that vested in 2006.  To the extent material, discuss how
amounts realizable from prior compensa tion are considered in setting other
elements of compensation.  See Item 402(b)(2)(x) of Regulation S-K.
5. Please discuss fully the role of ex ecutive officers in determining or
recommending the amount or form of executive and director compensation.  See Item 407(e)(3)(ii) of Regulation S-K.  Please consider discussing whether the
chief executive officer had the ability to call or attend human resources committee meetings, whether the chief executive officer met with the compensation
consultant used by the human resources committee, whether the chief executive officer retained or had access to a ny other compensation consultant who

Michael G. Morris
American Electric Power Company, Inc.
August 21, 2007 Page 3
influenced your executive compensati on and the amount of input the chief
executive officer had in deve loping compensation packages.

Compensation Peer Group, page 23
6. To the extent you engage in benchmarking against industry-specific compensation surveys, please disclose the human res ources committee’s analysis of the survey
information in materially complete detail, including the identity of these companies.  See Item 402(b)(2 )(xiv) of Regulation S-K.

Annual Incentive Compensation, page 24
7. Please discuss how you determine the amount  and, where applicable, the formula
for each element to pay.  See Item 402(b)(1)(v) of Regulation S-K.  The discussion regarding the se nior officer annual incentive compensation plan is
difficult to understand.  For example, it is unclear how you use the earnings per share score and the earnings per share m odifier and what the various percentages
signify regarding the performance categories you have disclosed.

Long-Term Incentive Compensation, page 27
8. Please provide analysis about how you determine the amount and, where applicable, the formula for each elemen t to pay.  See Item 402(b)(1)(v) of
Regulation S-K.  You should explai n how the human resources committee
determines the amount of performance units earned based upon three-year cumulative earnings per share relative to the target earnings per share.  For
example, please disclose the threshold a nd maximum earnings per share levels or
disclose how the actual three-year cumulative earnings per share is compared to the target earnings per share to determ ine the actual amount of performance units
earned.  Please consider presenting this information in a tabular format.  With
respect to the total shareholder return relative to the S&P Utility Index, please
provide additional context, such as th e company’s position within the index.

Change in Control Agreements, page 30
9. Please describe and explain how you determine the appropriate payment and benefit levels under the various circumstan ces that trigger payments or provision
of benefits under the employment and se verance agreements and change of
control agreements.  See Item 402(b)(1)(v ) and 402(j)(3) of Regulation S-K.
Please discuss why you have chosen to pay various multiples of the components of compensation as severance or change of control payments.

Michael G. Morris
American Electric Power Company, Inc.
August 21, 2007 Page 4
2007 SOIP, page 44
10. You have indicated that the human re sources committee “established safety,
operations, regulatory, strategic initia tives and ongoing earnings per share
measures for 2007 similar to those establis hed for 2006.”  Please disclose or, to
the extent you believe disclosure of thes e targets is not requi red because it would
result in competitive harm, provide us on a supplemental basis a detailed explanation under Instruction 4 to Item  402(b) of Regulation S-K for this
conclusion.  If disclosure of the quantitative or qualitative performance-related
factors would cause competitive harm, pl ease discuss how difficult it will be for
the named executive officer or how likely it will be for you to achieve the target levels or other factors.  Please see Instruc tion 4 to Item 402(b) of Regulation S-K.

Potential Payments upon Change in Control, page 57

Change in Control, page 58
11. You have not defined key terms such as “cause” or “good reason” under the agreements.  Please define terms throughout th is section instead of referring to the
agreements in which they are contained.

 Please respond to our comments by September 21, 2007, or tell us by that time
when you will provide us with a response.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.

 When you respond to our comments, please provide, in writing, a statement from
the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in the filing;

• staff comments or changes to disclo sure in response to comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and

Michael G. Morris
American Electric Power Company, Inc.
August 21, 2007 Page 5
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to comments.

Please contact me at (202) 551-3238 with any questions.

Sincerely,

Ellie Quarles
Special Counsel