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CORRESP
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    seccommentletter.htm

              American
                Electric Power

              1
                Riverside Plaza

              Columbus,
                OH 43215-2373

              Thomas
                G. Berkemeyer

              Associate
                General Counsel

              (614)
                716-1648

              Fax
                (614) 716-3440

              tgberkemeyer@aep.com

    Securities
      and Exchange Commission

    100
      F
      Street NE

    Washington,
      DC  20549

    September
      21, 2007

              RE:
              American
                Electric Power Company, Inc.

              Definitive
                14A

              Filed
                March 15, 2007

              File
                No.  1-03525

    Responses
      to the comment letter dated August 21, 2007 from the staff (the “Staff”) of the
      Securities and Exchange Commission (the “Commission”) regarding the
      above-captioned Proxy Statement are provided herewith, including the text of
      the
      Staff’s comments.

    ***

     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 implement
                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 Item 402(b)(2)(vii) of Regulation
                S-K.

    Response:

    The
      three
      elements of compensation for AEP’s Named Executive Officers (NEOs) that are
      structured and implemented to reflect individual performance and contribution
      are base salary, annual incentive compensation and the grant date value of
      long-term incentive awards.  Each of the individual NEOs is evaluated
      in the following seven areas of performance: communication, integrity/ethics,
      willingness to confront tough issues, business acumen, strategic planning,
      teamwork and fostering a high performance culture.

    We
      currently evaluate the individual performance of our NEOs as
      follows:

    Base
      Salary:  Before determining the CEO’s base salary, the HR Committee
      Chairman performs a written assessment of the CEO’s performance, based in part
      on confidential input solicited from board members, AEP executives, and other
      major constituents, such as
      AEP’s
      external auditor.  This assessment rates eight areas of performance:
      communication, integrity/ethics, willingness to confront tough issues, business
      acumen, strategic planning, teamwork, fostering a high performance culture
      and
      board of directors’ leadership.

    The
      HR
      Committee then subjectively weighs the CEO’s performance in executive session,
      as assessed and rated above, along with the others considerations listed in
      bullets on page 24 of our Proxy Statement, in determining its recommended base
      salary for the CEO.  The HR Committee then presents the CEO
      performance assessment along with its salary recommendation to the independent
      members of the Board in executive session, who make the final
      determination.

    Before
      determining the base salaries for the other NEOs, the HR Committee reviews
      the
      supervisor’s written assessment of the NEO’s performance.  These
      assessments focus on the same areas of performance described above with respect
      to the CEO’s performance, except for the board of directors’ leadership
      category.  The CEO recommends the base salary for the other NEOs, but
      the HR Committee makes the final determination.  In determining his
      base salary recommendations for the NEOs who do not report directly to him,
      the
      CEO considers the recommendations of each NEO’s supervisor.

    Annual
      Incentive Award: Annual incentive awards for NEOs are
      determined for the prior year by the HR Committee, or, for the CEO, by the
      independent members of the Board at their February meetings. This allows
      sufficient time after year-end to determine and audit financial and other
      performance measures.  The HR Committee, or the independent members of
      the Board, as the case may be, subjectively assesses each NEO’s relative
      contribution during the performance year to the achievement of AEP’s annual and
      long-term goals, focusing particularly on those goals for which the executive
      has primary responsibility.  This contribution assessment is
      considered, along with the formal performance assessment and rating discussed
      above under base salary, in determining each NEO’s annual incentive award for
      the prior year.

    Long-Term
      Incentive Award:  The grant date values of long-term incentive awards
      granted to NEOs are determined by the HR Committee, or, for the CEO, by the
      independent members of the Board, at the same time as base
      salaries.  In making these determinations, the HR Committee, or the
      independent members of the Board, subjectively weighs the performance
      assessments and ratings discussed above under base salary, along with the other
      factors listed in the last paragraph on page 27 of our Proxy
      Statement.

    In
      future
      filings we will elaborate on how each element of pay is linked to individual
      performance and contribution in the relevant portions of the Compensation
      Discussion and Analysis Section of our Proxy Statement.

              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 forth
                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
                understand the disclosure you have
                provided.

      Response:

        In
          future
          filings, we will reduce our reliance on abbreviations as provided in Rule
          13a-20
          under the Securities Exchange Act.

              Compensation
                Program Design, page
                21

              3.

              You
                indicate that the human resources committee 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 increased or decreased the amount of compensation awarded
                based
                upon its review of the tally sheet
                information.

    Response:

    The
      HR
      Committee currently uses tally sheets to evaluate the total rewards package
      for
      the NEOs, particularly with respect to the accumulation of equity compensation
      and retirement benefits.   Thus far, the HR Committee has
      determined that it does not need to change or eliminate any compensation or
      benefits programs based on the information provided in these tally
      sheets.  In fact, the tally sheet review helped the HR Committee to
      determine that no executive’s current AEP stock holding was so large as to
      warrant the reduction or elimination of AEP’s regular long-term incentive
      opportunity, which we stated in the third paragraph on page 27 of our Proxy
      Statement.  The HR Committee’s review of tally sheets also confirmed
      the HR Committee’s determination that upper limits should be placed on executive
      benefits, which we discussed in the bullets at the end of page 31 of our Proxy
      Statement.

    In
      future
      filings, we will disclose if the HR Committee makes any changes to executive
      compensation based on its review of tally sheets.

              4.

              Please
                discuss fully how each compensation element and the registrant’s decisions
                regarding that element fit into your overall compensation objectives
                and
                affect decisions regarding other elements.  See Item
                402(b)(1)(vi) of Regulation S-K.  Please discuss how decisions
                regarding granting additional years of credit under retirement plans
                and
                granting continuing credits to Mr. Morris at the maximum rate affect
                decisions relating to other components of compensation.  Also,
                Mr. Morris had a significant amount of restricted stock, restricted
                stock
                units and performance units that vested in 2006.  To the extent
                material, discuss how amounts realizable from prior compensation
                are
                considered in setting other elements of compensation.  See Item
                402(b)(2)(x) of Regulation
                S-K.

    Response:

    Additional
      years of credited service, a starting balance credit and an increased credit
      rate were provided to Mr. Morris under AEP’s pension program pursuant to his
      negotiated employment contract. The increased pension benefits were provided
      to
      Mr. Morris to recruit him to AEP to make up for pension benefits that he
      otherwise could have earned from his prior employer.  Other NEOs
      received the increased credit rate for their pension benefits in recognition
      of
      their many years of experience at prior employers. The HR Committee believes
      that the company frequently needs to offer these enhanced pension benefits
      to
      persuade experienced executives to leave their current employers to accept
      positions at the company. Since these pension benefits are typical for
      long-service executives at peer companies, the HR Committee likely would have
      considered increasing other elements of pay if it had not provided these
      enhanced pension benefits. Many years ago, AEP also provided
      additional years of credited service in the pension plan to two current
      executive officers as a long-term retention incentive and for internal equity
      considerations.

    Mr.
      Morris had a large amount of restricted stock, restricted stock units and
      performance units vest in 2006.  The 50,000 restricted shares that
      vested were granted to Mr. Morris in 2004 as an inducement to accept AEP’s
      employment offer (a signing bonus).  The HR Committee was fully aware
      of the vesting schedule for each of these awards. As stated on page 27 of our
      Proxy Statement, in 2006 the HR Committee concluded that Mr. Morris’ holdings of
      AEP stock were not so large as to warrant reduction or elimination of AEP’s
      regular long-term incentive program for Mr. Morris.

    Page
      21
      of our Proxy Statement states that “Overall, AEP’s executive compensation
      program is intended to create a total compensation opportunity that, on average,
      is equal to the median of the AEP’s [compensation] peer group...” Each of the
      elements of AEP’s compensation program, therefore, must fit within this overall
      level of compensation opportunity.  To the extent that the total
      compensation opportunity for an NEO is above or below the peer group median,
      our
      current practice is to adjust the elements of pay that are most out of line
      over
      time to bring the total compensation opportunity back into line.

    Since
      annual incentive compensation opportunity is driven, in part, by base salary,
      we
      currently evaluate changes to base salary based on peer group median total
      cash
      compensation (base + bonus) and peer group median total direct compensation
      (base + bonus + long term incentive) rather than peer group median salary alone,
      as we stated in the second bullet point on page 24 of our Proxy
      Statement.

    In
      future
      filings, we will discuss how each compensation element and AEP’s decisions
      regarding that element fit into AEP’s overall compensation objectives and
      describe any affect these decisions may have on other elements of
      pay.

              5.

              Please
                discuss fully the role of executive 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 any other compensation
                consultant who influenced your executive compensation and the amount
                of
                input the chief executive officer had in developing compensation
                packages.

    Response:

    Currently,
      the CEO and all other AEP supervisors are responsible for assessing and rating
      the performance of their subordinates.  However, the CEO is solely
      responsible for discussing the performance of the other NEOS with the HR
      Committee and making compensation recommendations for those NEOs to the HR
      Committee. The Executive Vice President-Shared Services also has a role in
      examining and recommending changes to AEP’s benefits and perquisite
      programs.  However, all changes that affect the value of benefits
      provided to executives require the approval of the HR Committee.

    The
      CEO,
      as Chairman of the Board, has the authority to call a meeting of the HR
      Committee. No other member of management has such authority.  The CEO
      has been invited to attend all HR Committee meetings and generally attends
      at
      least part of each HR Committee meeting. As a standard practice, the HR
      Committee holds an executive session without the CEO present at the end of
      each
      meeting.

    AEP’s
      CEO
      did not meet independently with the compensation consultant hired by the HR
      Committee in 2006.  Instead, the CEO is regularly asked to discuss his
      strategic vision and direction for the company with the HR Committee’s
      compensation consultant during an HR Committee meeting.  Likewise, the
      HR Committee’s compensation consultant is regularly asked to discuss
      compensation strategy alternatives, in light of the CEO’s strategic vision and
      direction, during an HR Committee meeting, including the pros and cons of
      each.  The CEO did not retain or otherwise seek compensation advice
      regarding any of AEP’s compensation or benefits programs or practices from any
      other compensation consultant, although he does have access to other
      compensation consultants through outside boards on which he serves.

    As
      CEO,