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CORRESP
1
filename1.htm

    commentletter122007.htm

    Securities
      and Exchange Commission

    100
      F
      Street NE

    Washington,
      DC  20549

    December
      17, 2007

    RE:
      American Electric Power Company, Inc.

    Definitive
      14A

    Filed
      March 15, 2007

    File
      No.  1-03525

    Responses
      to the comment letter dated December 6, 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.

              We
                note your response to comment 3 in our letter dated August 21, 2007.
                Please include in future proxy statements disclosure similar to what
                you
                have provided in response to
                this.

    Response:

    In
      future
      proxy statements, AEP will include disclosure similar to what AEP stated in
      its
      response to comment 3 to the SEC’s comment letter dated August 21,
      2007.

    ***

    AEP
      acknowledges that: (i) it is responsible for the adequacy and accuracy of the
      disclosure in the filing; (ii) staff comments or changes to disclosure in
      response to staff comments do not foreclose the Commission from taking any
      action with respect to the filing; and (iii) AEP 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.

    Please
      do
      not hesitate to call me (614-716-1648) with any questions you may have regarding
      this filing or if you wish to discuss the above responses.

    Very
      truly yours,

    Thomas
      G.
      Berkemeyer

    c:  Ellie
      Quarles, Special Counsel