SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
        June 24, 2010
 Michael G. Morris Chief Executive Officer American Electric Power Company, Inc. Appalachian Power Company Ohio Power Company 1 Riverside Plaza Columbus, Ohio  43215

Re: American Electric Power Company, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2009 Filed February 26, 2010 Definitive Proxy Statement on Schedule 14A Filed March 15, 2010 File No. 001-03525  Appalachian Power Company Form 10-K for the Fiscal Year Ended December 31, 2009 Filed February 26, 2010 Definitive Information St atement on Schedule 14A
Filed March 19, 2010 File No. 001-03457  Ohio Power Company Form 10-K for the Fiscal Year Ended December 31, 2009 Filed February 26, 2010 Definitive Information St atement on Schedule 14A
Filed March 19, 2010 File No. 001-06543  Columbus Southern Power Company  Form 10-K for the Fiscal Year Ended December 31, 2009 Filed February 26, 2010 File No. 001-06543  Indiana Michigan Power Company  Form 10-K for the Fiscal Year Ended December 31, 2009 Filed February 26, 2010 File No. 001-06543

Michael G. Morris
American Electric Power Company, Inc. Appalachian Power Company Ohio Power Company June 24, 2010 Page 2
Public Service Company of Oklahoma
Form 10-K for the Fiscal Year Ended December 31, 2009 Filed February 26, 2010 File No. 001-06543  Southwestern Electric Power Company  Form 10-K for the Fiscal Year Ended December 31, 2009 Filed February 26, 2010 File No. 001-06543
Dear Mr. Morris:

We have reviewed your filings and ha ve the following comments.  You should
comply with the comments in all future filings, as applicable.  Please confirm in writing that you will do so and also explain to us in su fficient detail for an understanding of the
disclosure how you intend to comply by providing us with your proposed revisions.  In some
of our comments, we may ask you to provide  us with information so we may better
understand your disclosure.
Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circumstances, please tell us why in your
response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.   General

1. Please include page numbers in all of your filings.

Michael G. Morris
American Electric Power Company, Inc. Appalachian Power Company Ohio Power Company June 24, 2010 Page 3  American Electric Power Company, Inc.

Appalachian Power Company
Ohio Power Company
 Form 10-K for the Fiscal Year Ended December 31, 2009

 Item 7. Management’s Financial Discussion and Analysis of Results of Operations

 Budgeted Construction Expenditures

2. We note your statement that American El ectric Power “forecast[s] approximately
$2.2 billion of construction expenditures fo r 2010,” as well your disclosure that
Appalachian Power Company and Ohio Po wer Company have budgeted construction
expenditures of $381 million and $302 milli on, respectively, for 2010.  Please expand
your disclosure to describe your material commitments for capital expenditures as of
the end of the latest fiscal period, indicat e the general purpose of such commitments,
and describe any known material trends in  your capital resources.  Refer to Item
303(a)(2) of Regulation S-K.
Exhibit 13. 2009 Annual Reports

American Electric Power Company, Inc. and Subsidiary Companies

Consolidated Financial Statements, page A-40

Notes to Consolidated Financial Statements, page A-46

Note 1. Organization and Summary of Si gnificant Accounting Policies, page A-46
Summary of Significant Acc ounting Policies, page A-46
Revenue Recognition, page A-54
Traditional Electricity Supply a nd Delivery Activities, page A-54
3. We note that you and AEP East compan ies generally report power sales and
purchases in the PJM region on a net basi s as revenues, except in circumstances
where purchases are made to serve retail lo ad which are recorded on a gross basis as
purchased electricity for resale.  Plea se tell us how you apply these accounting
policies and determine when to report transa ctions on a net or gr oss basis, including
whether purchases and sales are netted on an  hourly, daily, monthly or other basis.
Please contrast your policy to predominate pr actice of load serving entities in the PJM
region.  In addition, it seems as though a cl arification of your disclosure and the
disclosure in the notes to financial statem ents of registrant subsidiaries regarding

Michael G. Morris
American Electric Power Company, Inc. Appalachian Power Company Ohio Power Company June 24, 2010 Page 4
these accounting policies may be appropriate  to facilitate an understanding of the
policies followed in recogni zing transactions in the P JM region.  Please advise.

Earnings per Share (EPS), page A-60

4. Please tell us how you apply the treasury st ock method in light of your disclosure that
outstanding stock options were  not included in the computation of diluted earnings
per share because option exercise prices we re greater than the year-end market price
of your common shares and why your acc ounting policy complies with ASC 260-10-
45-23.

Note 6. Commitments, Guarantees and Contingencies, page A-77
5. Please tell us your estimate of the possible loss or range of loss, and what amounts, if
any, you and the registrant subsidiaries accrued with respect to each of the
environmental and operating contingencies th at had not been settled as of December
31, 2009.  Please also tell us why disclosure of estimates of possible losses or range
of losses or stating that such estimates ca nnot be made is not pr ovided.  Please refer
to ASC 450-20-50-4.

Note 14. Financing Activities, page A-116
Dividend Restrictions, page A-119
6. Please tell us what consideration you a nd the registrant subsidiaries gave to
describing the most significant restrictions on the payment of dividends contained in
financing arrangements, charter provisions an d/or federal and stat e regulatory actions
and their pertinent provisions rather than the brief disc losures presently provided.
Refer to paragraph (e)(1) of Rule 4-08 of Re gulation S-X.  In a ddition, please tell us
how you determine the restricted net assets of  consolidated subsidiaries in assessing
whether the disclosures requi red by paragraphs (e)(3)(i) and (ii) of Rule 4-08 of
Regulation S-X and Schedule I required by Rule 5-04 of Regulation S-X should be
provided.  In doing so, please discuss in deta il the restrictions imposed by the Federal
Power Act and state public utility regulators , the leverage restrictions contained in
subsidiary credit agreements and any restric tions related to the sp ent nuclear fuel and
decommissioning trust assets.

Michael G. Morris
American Electric Power Company, Inc. Appalachian Power Company Ohio Power Company June 24, 2010 Page 5  Note 16. Property, Plant and Equipment, page A-127

Jointly-owned Electric Facilities, page A-129
7. We note your disclosure under investing activities on page A-17 that you sold a
portion of the Turk plant to joint owners in 2009.  Please tell us why your ownership
percentage and the owners hip percentage of SWEPCo remained unchanged.

Notes to Financial Statements of Registrant Subsidiaries, page H-1

Note 1. Organization and Summary of Si gnificant Accounting Policies, page H-2
Inventory, page H-4
8. Please tell us why you characterized app lication of the accounting guidance for the
fuel operations of OPCo and CSPCo as a result of the implementation of FAC in
Ohio as a change in their inventory valu ation method from the lower of cost or
market to average cost.  Please also tell us whether you filed the letter required by
Item 601(b)(18) or why no such letter need be filed.

Note 8. Benefit Plans, page H-41
9. Please tell us whether the re gistrant subsidiaries account for their partic ipation in the
AEP sponsored pension and OPEB plans as mu ltiple-employer plans.  Please also tell
us whether the actuarially computed oblig ation and plan asse ts and net periodic
pension cost for each of the registrant subs idiaries is based on actuarial computations
and return on plan assets.  In addition, pl ease explain to us why each of the registrant
subsidiaries does not provide the same di sclosures as the sponsor of a single-
employer plan.  Specifically address disclosu re of: (i) reconcilia tions of the beginning
and ending balances of benef it obligations; (ii) reconci liations of the beginning and
ending balances of the fair value of plan  assets; (iii) the f unded status and the
amounts recognized in the balance sheets; (i v) the accumulated benefits obligation for
defined benefit plans; and (v) contributions ex pected to be paid to the plans during the
next five years.

American Electric Power Company, Inc. Definitive Proxy Statement on Schedule 14A
 Election of Directors, page 3

10. Please revise your disclosure to identif y Ms. Tucker’s principal occupation or
employment since 2008.

Michael G. Morris
American Electric Power Company, Inc. Appalachian Power Company Ohio Power Company June 24, 2010 Page 6  Transactions with Related Persons, page 16

11. We note that your directors and Corpor ate Governance Committee consider “all of
the relevant facts and circumstances in de termining whether or not to approve such
transaction” and approve “only those transactions that are in  the best interests of the
Company.”  Please expand your disclosure  to indicate whethe r the policies and
procedures used by your directors a nd Corporate Governance Committee in
determining whether to approve related part y transactions are in  writing and, if not,
how they are evidenced.  In addition, pl ease expand your disclosure to discuss the
standards to be applied and factors to be considered by your directors and Corporate
Governance Committee in determining whether a related party transaction is in the
“best interests of the Company.”  Refe r to Item 404(b) of Regulation S-K.
 The HR Committee’s Independent Co mpensation Consultant, page 52

12. We note that the HR Committee engaged Towers Perrin to provide recommendations
to the HR Committee regarding AEP’s executi ve compensation, and that that Towers
Perrin also performed actuarial and benefits  consulting services for the company for
$1,376,000 in 2009.  Please also disclose the aggr egate fees paid to Towers Perrin in
2009 for determining or recommending the amount or form of executive
compensation.   Also clarify whether the deci sion to engage Towers Perrin for these
other services was made, or recommende d, by management, and whether the HR
Committee or the board approved such other se rvices of Towers Perrin. Refer to Item
407(e)(3)(iii)(A) of Regulation S-K.  Pleas e also provide this disclosure for the
information statements on Schedule 14C fo r Appalachian Power Company and Ohio
Power Company.
 Appalachian Power Company Definitive Information Statement on Schedule 14C

 Ohio Power Company Definitive Information Statement on Schedule 14C

13. Please provide the disclosure  required by Item 404(b) of Regulation S-K.  In this
regard, we note that, while American El ectric Power’s Related Person Transaction
Approval Policy includes tr ansactions in which a subsidiary  of American Electric
Power is a participant, its definition of a “Related Person” includes only directors,
executive council members, Section 16 officer s and director nominees of American
Electric Power, shareholders in excess of 5%  of the total equity of American Electric
Power, and immediate family me mbers of the foregoing, but does not appear to
include similarly situated persons at the s ubsidiaries of American  Electric Power.
Please advise.

Michael G. Morris
American Electric Power Company, Inc. Appalachian Power Company Ohio Power Company June 24, 2010 Page 7  Election of Directors, page 2

 14. Please discuss the specific expe rience, qualifications, attributes  or skills that led to the
conclusion that each nominee should serve as a director.  Refer to Item 401(e)(1) of
Regulation S-K.

15. Please revise your disclosure to describe  the business experien ce of Mr. Morris and
Mr. Keane for the past five years, or clar ify your current disclosure by adding dates or
the duration of employment. Refer to Item 401(e) of Regulation S-K.

Governance Policies and Processes, page 4

 16. Please describe the board lead ership structure, and disclose  the board’s role in risk
oversight. Refer to Item 407(h) of Regulation S-K.

Director Nomination Process, page 4

17. We note that the full board identifies director nominees.  Please describe the board’s
process for identifying and evaluating nomin ees for director, and disclose whether,
and if so how, the board considers diversit y in identifying nominees for director.
Refer to Item 407(c)(2)(vi) of Regulation S-K.
 Compensation Discussion and Analysis, page 5

18. We note that you have not included any disc losure in response to Item 402(s) of
Regulation S-K.  Please advise us of the ba sis for your conclusion that disclosure is
not necessary and describe the process you undertook to reach that conclusion.

19. Please provide the disclosure required by Item 201(d) of Regula tion S-K.  Refer to
Item 12 of Form 10-K.

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 the information the Securities
Exchange Act of 1934 and all applicable Exchan ge Act rules require.  Since the company and
its management are in possession of all facts relating to a co mpany’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

In responding to our comments, please provi de a written statement from the company
acknowledging that:

Michael G. Morris
American Electric Power Company, Inc. Appalachian Power Company Ohio Power Company June 24, 2010 Page 8
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any act ion with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.
  You may contact Adam Phippen, Sta ff Accountant, at (202) 551-3336 or Bill
Thompson, Accounting Branch Chief, at (202)  551-3344 if you have questions regarding
comments on the financial statements and related matters.  Please contact Lilyanna L. Peyser,
Attorney Advisor, at (202) 551-3222, Brigit te Lippmann, Special C ounsel, at (202) 551-
3713, or me at (202) 551-3720 with any other questions.
Sincerely,

H. Christopher Owings Assistant Director