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CORRESP

 SIDLEY AUSTIN LLP

 1000 LOUISIANA STREET

SUITE 5900

 HOUSTON, TX 77002

+1 713 495 4500

 +1 713 495 7799 FAX

 AMERICA • ASIA PACIFIC • EUROPE

 April 18, 2025

VIA EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Structured Finance

 100 F Street, NE

 Washington, D.C. 20549

Attention:  Hodan Siad & Arthur Sandel

Re:
 Kentucky Power Company

Kentucky Power Cost Recovery LLC

Registration Statement on Form SF-1

Filed January 2, 2025

File Nos. 333-284112 and
333-284112-01

 Ladies and Gentlemen:

On behalf of Kentucky Power Company (“Kentucky Power”) and Kentucky Power Cost Recovery LLC (the “Issuing
Entity” and together with Kentucky Power, the “Registrants”), we hereby submit this letter in response to the comments received from the staff (the “Staff”) of the Division of Corporation
Finance of the United States Securities and Exchange Commission (the “Commission”) by letter dated January 29, 2025, with respect to the Registrants’ above-referenced Registration Statement on Form SF-1 filed on January 2, 2025 (the “Registration Statement”). Concurrently with this letter, we are transmitting via EDGAR an amendment to the Registration Statement (including certain
exhibits) (“Amendment No. 1”). For the Staff’s reference, we are also providing to the Staff by email a copy of this letter as well as both a clean copy of Amendment No. 1 and a copy
marked to show all changes from the Registration Statement.

 In this letter, we have recited the comment from the Staff in bold typeface
and have followed the comment with the Registrants’ response in ordinary typeface.

 Sidley Austin (TX) LLP is a Delaware limited
liability partnership doing business as Sidley Austin LLP and practicing in affiliation with other Sidley Austin partnerships.

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 Registration Statement on Form SF-1

General

1.
 We note your statements throughout the registration statement that you are not an asset-backed issuer and
that the Bonds are not asset-backed securities, as such terms are defined in Item 1101 of Regulation AB, and that the Cost Recovery Property is not a receivable or a pool of receivables. Further, we note your statements throughout expressing your
disagreement with the conclusion of the Division of Corporation Finance’s Compliance and Disclosure Interpretations Section 112.01 (Form Eligibility for Public Utility Securitizations) (“C&DI 112.01”) that securities such as
the Bonds are asset-backed securities. C&DI 112.01 states that public utility securitizations structured as series trusts, such as yours, are asset-backed securities under Exchange Act Section 3(a)(79) and that such series trust issuers
should refrain from making statements in their filings that they are not asset-backed issuers or that their securities are not asset-backed securities. Accordingly, please revise your registration statement to remove all disclosure that states or
suggests, directly or indirectly, that you are not an asset-backed issuer and that the Bonds are not asset-backed securities (including, without limitation, that the Cost Recovery Property is not a receivable or a pool of receivables). Refer to
C&DI 112.01.

 Response:

The Registrants hereby confirm that the statements that the Issuing Entity is not an asset-backed issuer and that the 2025 Senior Secured
Recovery Bonds (the “Bonds”) are not asset-backed securities have been removed from the Registration Statement.

 Cover Page

2.
 We note here and throughout the registration statement that you refer to the issuing entity, Kentucky Power
Cost Recovery LLC, as the “issuer” of the Bonds. Please note that the issuer of asset-backed securities is the depositor for a particular issuing entity, and not the issuing entity itself. Please replace references to “issuer”
throughout the registration statement with references to the issuing entity. Refer to Securities Act Rule 191.

Response:

 In
response to the Staff’s comment, the Registrants deleted the defined term “issuer” and have replaced references to the “issuer” throughout the Registration Statement that are intended to refer to Kentucky Power Cost Recovery
LLC rather than the depositor with the “issuing entity.”

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3.
 Please revise to include a clear statement on the cover page that the securities represent the obligations
of the issuing entity only and do not represent the obligations of or interest in the sponsor, depositor or any of their affiliates. Refer to Item 1102(d) of Regulation AB.

Response:

 The
Registrants hereby confirm that the following statement has been added to the cover page: The Bonds represent obligations only of the Issuing Entity and are secured only by the assets of the Issuing Entity, consisting principally of the Cost
Recovery Property and related assets to support its obligations under the Bonds.

4.
 Please disclose on the cover page that the true-up mechanism, as
well as the funds held in the general, excess funds, and capital subaccounts held under the indenture, serve as credit enhancement for the Bonds. Additionally, please revise your disclosure throughout the prospectus to clarify that the true-up mechanism and the funds in the accounts held under the indenture are credit enhancement for the Bonds. Please refer to Items 1102(h) and 1114 of Regulation AB.

Response:

 The
Registrants hereby confirm that the following statement has been added to the cover page: Credit enhancement for the Bonds will be provided by such statutory true-up mechanism, as well as by general and excess
funds subaccounts held under the indenture governing the Bonds.

 Prospectus Summary of Terms

Additional Series, page 16

5.
 We note your disclosure here and elsewhere in the form of prospectus that you may issue additional series of
bonds which will be secured by new cost recovery property. Please confirm that any additional issuance of securities issued by the issuing entity will be registered on separate registration statements or exempt.

Response:

 The
Registrants hereby confirm that additional issuances of securities issued by the Issuing Entity will be registered on separate registration statements or exempt.

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 Key Questions and Answers Regarding the Bonds and the True-Up
Mechanism, page 17

6.
 We note, in the answer to question 1, your statement that the Bonds are corporate securities, to attempt to
distinguish them from asset-backed securities. As the Division of Corporation Finance has stated that securities such as the Bonds are asset-backed securities, your conclusion that the Bonds are corporate securities is inaccurate. Please delete
question 1 and the related answer. Refer to C&DI 112.01. Additionally, for the reasons provided in Comment 1 above, please delete questions 4 and 5 and the related answers.

Response:

 The
Registrants hereby confirm that questions 1, 4 and 5 have been removed from the Registration Statement.

 Risk Factors, page 22

7.
 We note your risk factor discussion beginning on page 22 is longer than 15 pages. Please revise your form of
prospectus to include a risk factor summary, as required by Item 105(b) of Regulation S-K.

Response:

 The
Registrants have revised the risk factor discussion so that it is no longer more than 15 pages.

 Changes to billing and collection practices might
reduce the value of your investment in the Bonds, page 28

8.
 We note your disclosure that “the servicer may change billing and collection practices, which might
adversely impact the timing and amount of retail customer payments and might reduce charge collections, thereby limiting [the servicer’s] ability to make scheduled payments on the Bonds until any resulting undercollections can be trued-up and recovered from other retail customers.” Similarly, you state that the Kentucky Public Service Commission might also require changes to these practices. Please tell us what ongoing information you
will provide to investors regarding changes to servicing practices that impact bond payments and the true-up adjustments including, but not necessarily limited to, reports on Form 10-D.

 Response:

The Servicing Agreement and the Indenture will obligate the Registrants to provide certain notices to the U.S. Bank Trust Company, National
Association, and its successors in interest (the “Indenture Trustee”) and bond rating agencies and to make certain information regarding the Bonds publicly available on a website affiliated with Kentucky Power.

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 Under Section 3.01(b)(ii) of the Servicing Agreement, Kentucky Power will be required to
promptly notify the Issuing Entity, the Indenture Trustee and the bond rating agencies of any changes in law or Kentucky Public Service Commission regulations that would have a material adverse effect on Kentucky Power’s ability to perform its
duties under the Servicing Agreement.

 In addition, Section 3.07(g) of the Indenture will obligate the Registrants post on the Issuing
Entity’s website and, to the extent consistent with the Issuing Entity’s and the depositor’s obligations under applicable law, file with or furnish to the Commission in periodic reports and other reports as are required from time to
time under Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and directs the Indenture Trustee to post on its website for investors the following information (other
than any such information filed with the Commission and publicly available to investors unless the Issuing Entity specifically requests such items to be posted), in each case, to the extent such information is reasonably available to the Issuing
Entity:

•

 the final prospectus;

•

 statements of any remittances of charges made to the Indenture Trustee (to be included in a Form 10-D or Form 10-K, or successor forms thereto);

•

 a statement reporting the balances in the collection account and in each subaccount of the collection account as
of each payment date (to be included on the next Form 10-D or Form 10-K, or successor forms thereto) and as of the end of year (to be included on the next Form 10-K filed);

•

 a statement showing the balance of outstanding Bonds that reflects the actual periodic payments made on the Bonds
during the applicable period (to be included in the next Form 10-D or Form 10-K filed, or successor forms thereto);

•

 the servicer’s certificate as required to be submitted pursuant to Section 4.01(c)(ii) of the Servicing
Agreement (to be filed with a Form 10-D, Form 10-K or Form 8-K, or successor forms thereto);

•

 the monthly servicer’s certificate as required to be submitted pursuant to Section 3.01(b)(i) of the
Servicing Agreement;

•

 the text (or a link to the website where a reader can find the text) of each filing of a true-up adjustment and the results of each such filing;

•

 any change in the long-term or short-term credit ratings of the servicer assigned by the rating agencies;

•

 material legislative or regulatory developments directly relevant to the Bonds (to be filed or furnished in a
Form 8-K); and

•

 any reports and other information that the Issuing Entity is required to file with the Commission under the
Exchange Act.

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 The Registrants believe that any Commonwealth of Kentucky or Kentucky Public Service
Commission mandated change to servicing practices that impacts bond payments, or the true-up adjustments would be addressed through the foregoing disclosure requirements.

These website disclosure requirements are identified under the heading “Website Disclosures” on page 71 of the prospectus.

We and other affiliates of Kentucky Power Company may issue additional bonds, page 34

9.
 We note your use throughout the form of prospectus of the term “securitized bonds” which you
define here only by reference to the Kentucky Utilities Act. Please provide a complete definition in your form of prospectus.

Response:

 The
Registrants hereby confirm that a complete definition of “securitized bonds” has been added on page 139 of the prospectus.

 Security for the
Bonds

 Pledge of Collateral, page 87

10.
 We note your disclosure here and elsewhere throughout your form of prospectus that, in addition to the
recovery property, payment of principal and interest on the Bonds will also be secured by “the collection account for the Bonds and all subaccounts of the collection account, and all amounts of cash, instruments, investment property or other
assets on deposit therein or credited thereto from time to time and all financial assets and securities entitlements carried therein or credited thereto.” Please confirm whether any of the underlying collateral will consist of securities for
purposes of Securities Act Rule 190.

 Response:

The Registrants hereby confirm that none of the underlying collateral will consist of securities for purposes of Rule 190 under the Securities
Act.

 The Servicing Agreement

 Servicing
Compensation, page 107

11.
 We note your disclosure that, in addition to receiving an annual servicing fee, the servicer will be
entitled to receive reimbursement of out-of-pocket third-party expenses. We are unable to locate additional disclosure in the form of prospectus with respect to the
expected amount of such out-of-pocket expenses or whether there are any restrictions or limits on such
out-of-pocket expenses. Please revise.

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 Response:

The financing order permits the servicer to recover certain
out-of-pocket expenses relating to servicing the Bonds in addition to the servicing fee. The Registrants have updated the disclosures to include a description of such
authorized out-of-pocket expenses. Please see pages 14 and 103 of the prospectus. There is no limit in the financing order on the amount of the out-of-pocket expenses authorized to be recovered and such expenses will be recovered as ongoing financial costs through the collection of the charges and paid to the servicer
in accordance with the payment waterfall in the Indenture.

 Legal Proceedings, page 131

12.
 We note your disclosure that there are no legal or governmental proceedings pending against the transaction
parties other than as disclosed elsewhere in the prospectus. As an aid to investors, please include cross references to any section of the prospectus that includes relevant disclosure related to such proceedings or otherwise include such disclosure
in this section.

 Response:

The Registrants hereby confirm that the disclosure on page 127 of the prospectus has been updated to include the requested cross reference.

 Part II - Information Not Required in Prospectus

Item 14. Exhibits, page II-3

13.
 We note references throughout your form of prospectus to the “KPCo Receivables Purchase
Agreement,” the “KPCo Receivables Agency Agreement,” and the “AEP Receivables Purchase Agreement,” but do not see these agreements included in your exhibit list. Please include these agreements as exhibits to the
registration statement.

 Response:

The Registrants do not believe the terms of the KPCo Receivables Purchase Agreement, the KPCo Receivables Agency Agreement, or the AEP
Receivables Purchase Agreement are material to Issuing Entity, which is not a party to the agreements, or the bond issuance more generally. The Issuing Entity is a party to the Intercreditor Agreement as a result of the Joinder to the Intercreditor
Agreement, each of which are included as exhibits to the registration statement. The reasoning for this determination is included below:

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•

 KPCo Receivables Purchase Agreement: The KPCo Receivables Purchase Agreement pertains to Kentucky
Power Company’s sale of receivables other than the charges to AEP Credit. Charges of the nature of those collected with respect to the Bonds are explicitly excluded from the assets sold under this agreement. This exclusion is specifically
acknowledged through the Intercreditor Agreement, as modified by the Joinder, where the parties the