SecProbe.io

Mail Stop 3561

        May 26, 2010

By U.S.  Mail and facsimile t o (856)  346-8300

Donald L. Correll
President and Chief Executive Officer
American Water Works Company, Inc.
1025 Laurel Oak Road
Voorhees, New Jersey 08043

Re: American Water Works , Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2009
Filed  March 1, 2010
Form 10 -Q for the Quarterly Period Ended March 31, 2010
Filed May 4, 2010
Proxy Statement on Schedule 14A
Filed March 26, 2010
 File No.  001-34028

Dear  Mr. Correll :

We have  reviewed your filings and have the following comments .  Where indicated,
we think you should revise your annual report on Form 10 -K for the fiscal year ended
December 31, 2009  and your quarterly report on Form 10 -Q for  the period ended March 31,
2010 .  You should comply with the comments regarding the proxy statement on Schedule 14
in all future filings, as  applicable.  Please confirm in writing that you will do so and also
explain to us in sufficient detail  how you intend to comply by providing us with your
proposed revisions .  If you disagree with any of these comments , we will consider your
explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as
detailed as necessary in your explanation.  Please understand that after  our review of all of
your responses, we may raise additional comments.

Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure
in yo ur 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 us at the telephone numbers listed at the end of this letter.

Donald L. Correll
American Water Wo rks Company, Inc.
May 26, 2010
Page 2

Form 10 -K for the Fiscal Year Ended December 31, 2009

Management’s Discussion and Analysis  of Financial Condition and Results of Operations,
page 40
Results of Operations, page 48
1. We note your discussion of the use of the segment measure Adjusted EBIT in
evaluating  the performance of your reportable segments.  In this regard, please
provide a reference here to the reconciliation of the measure to loss from continuing
operations before income taxes as disclosed in Note 22.

Item 8. Financial Statements and Suppleme ntary Data, page 85

Note 2: Significant Accounting Policies, page 94

Noncontrolling Interests in Consolidated Financial Statements, page 101
2. Please present consolidated net income/loss after adjustment for the net income
attributable to the non -contro lling interest or explain to us why you are not required to
do so.  Reference made to FASB ASC 810 -10-65-1(b)(2).
Note 4: Utility Plant, page 103
3. We noted the wide range of useful lives you used for depreciating certain water plant
assets.  For example, w e note the wide range of source supply assets’ useful lives
from 7 to 127 years as well as similar wide ranges for other water plant assets.  We
note the useful lives of 127 years appear to be high for depreciation as compared to
your industry peers. In th is regard, please explain to us if the state regulators have
assessed the reasonableness of their useful lives for depreciation in their
corresponding rate making processes.  If so, please disc lose this fact .  If not, please
explain to us why their estimat ed useful lives are reasonable given your facts and
circumstances. In your response, also clarify for us the nature of the water plant assets
that fall within the low end and high end of the ranges and the a pparent significant
increase in their useful live s since December 31, 2007.

Donald L. Correll
American Water Wo rks Company, Inc.
May 26, 2010
Page 3

Note 14: Income Taxes, page 119
4. We note your disclosure of the potential limitations imposed on net operating loss
(NOL) carryforwards under Internal Revenue Code (I.R.C.) Section 382 in light of
the ownership change resultin g from RWE divesture of your common stock during
2009.  We also note the disclosure of your belief that the IRC rule should not
preclude your use of the NOL carryforwards.  In this regard, please explain to us your
basis in supporting your conclusion that it is more likely than not you are able to fully
utilize the existing NOL carryforwards.
5. Refer to the unrecognized tax benefits rollforward schedule on page 121.  We note
the significant increase in your unrecognized tax benefits from $1.3 million as of
January 1, 2009 to $112 million as of December 31, 2009.  We note that the increase
was due to the increase in prior and current year tax positions of $88.2 million and
$22.6 million, respectively, during 2009.  With a view towards transparent di sclosure,
tell us and disclose the facts and circumstances leading to these increases.

Exhibits
6. We note that Exhibit 10.3, the credit agreement dated September 15, 2006, was not
filed in its entirety.  Please refile the complete exhibit, including all of the schedul es
and exhibits.  We note that while Item 601(b)(2) of Regulation S -K permits you to
omit schedules (or similar attachments) if they do not contain information which is
material to an investment decision or which is already disclosed in the agreement or
disclosure document, there is not a similar provision in  Item 601(b)(10) of
Regulation S -K.

Exhibits 31.1 and 31.2
7. Your certifications should appear exactly as set forth in Item 601(b)(31) of
Regulation S -K.  Please revise your certifications to include t he internal control over
financial reporting language from the introductory portion of paragraph 4 and the
language specified in paragraph 4(b).  Please file an amended Form 10 -K for the
fiscal year ended December 31,  2009 and Form 10-Q for the quarterly p eriod ended
March 31, 2010 .  Please include the full Item 9A of Form 10 -K and Item 4 of Form
10-Q disclosures, including all the changes based on our comments in this letter,
complete financial statements, and complete currently dated management
certificat ions, which refer to the Form 10 -K/A or the 10 -Q/A as appropriate.   See
Section 246. Item 601 – Exhibits, 246.13  of our Regulation S -K Compliance and
Disclosure Interpretations, available on our website at
http://www.sec.gov/divisions/corpfin/guidance/regs -kinterp.htm .

Donald L. Correll
American Water Wo rks Company, Inc.
May 26, 2010
Page 4

Proxy Statement on Schedule 14A

Compensation Discussion and Analysis, page 20

2009 Compensation, page 21

Determination of Competitive Compensation, page 21
8. Please explain more specifically how the committee utilized the data provided by
Towers Watson and DolmatConnell  in determining compensation  for the named
executive officers .  Since it appears that  you benchmark compensation, you are
required to identify the  companies that comprise the benchmark group s.  It also
appears that you  have benchmarked different elements of your compensation against
different benchmarking groups ; please identify the companies that comprise each
group.  See Item 402(b)(2)(xiv) of Reg ulation S -K and Question 118.05 of Regulation
S-K Compliance and Disclosure Interpretations located at
http://www.sec.gov/divisions/corpfin/guidance/regs -kinterp.htm .

Determinati on of Individual AIP Awards for NEOs, page 27
9. Please clarify  how the specific forms of compensation are structured and
implemented to reflect each named executive officer’s individual performance and/or
individual contribution to the items of the registran t’s performance .  While you
describ e the elements of individual performance that are taken into account , it is
unclear how the committee determines whether an NEO has achieved an individual
performance goal .  See Item 402(b)(2)(vii) of Regulation S -K.  For example, while it
is clear that Mr. Correll’s performance is based partially on the achievement of the
Corporate Multiplier targets, it is unclear what weight is accorded the Corporate
Multiplier targets versus the other individual performance goals.  Sim ilarly, please
explain how the committee determines whether the other NEOs have achieved their
individual performance goals, whether the Corporate Multiplier is used to determine
their awards, and what weight is accorded the Corporate Multiplier targets, i f
applicable, versus the other individual performance goals.

Certain Relationships and Related Transactions, page 50

10. Please clarify whether there were any related person transactions in fiscal year 2009,
other than with RWE.  See Item 404 of Regulation S -K.

******

Donald L. Correll
American Water Wo rks Company, Inc.
May 26, 2010
Page 5

Please respond to these comments  within 10 business days or tell us when you will
provide us with a response.  Please furnish a letter that keys your responses to our comments
and provides any requested information.  Detailed letters greatly  facilitate our review.  Please
understand that we may have additional comments after reviewing your responses to our
comments .

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all
information investors require for an informed decision.  Since the company and its
management are in possession of all facts relating to a company’s disclosure, they are
responsible for the accuracy and adequacy of  the disclosures they have made.

In connection with responding 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
filings;

 staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and

 the company may not assert staff comments as a defense in any proceeding initiated
by the Commiss ion or any person under the federal securities laws of the United
States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of
your filings or in response to our comments on your filings.

You may contact Scott Stringer, Staff Accountant, at (202) 551 -3272, or Andrew
Mew, Accounting Branch Chief , at (202) 551 -3377 , if you have questions regarding
comments on the financial statements  and related matters.  Please contact Ronald E. Alper,
Staff Attorney, at (202) 551 -3329, or me, at (202) 551 -3720, with any other questions.

Sincerely,

H. Christopher Owings
Assistant Director