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Correspondence

 AMERICAN WATER WORKS COMPANY, INC.

Kellye L. Walker

P 856.346.8355

Sr. Vice President,

F 856.346.8217

General Counsel and Secretary

1025 Laurel Oak Road

Voorhees, NJ 08043

E kellye.walker@amwater.com

 June 21, 2010

H. Christopher Owings, Assistant Director

Division of Corporation Finance

 Securities and
Exchange Commission

 Mail Stop 3561

100 F Street, NE

 Washington, DC 20549

Re:

American Water Works Company, 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. Owings:

We are providing this letter to respond to the staff comments contained in your May 26, 2010 letter to Donald L. Correll. Set forth below
are the comments and our responses. The headings and numbered paragraphs set forth below correspond to the headings and numbered paragraphs in the staff’s comment letter. Each of the staff’s comments are set forth in boldface type and are
followed by the Company’s response.

 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.

 Response: In future filings, we will provide, in the segment discussion contained in
Management’s Discussion and Analysis of Financial Condition and Results of Operations, a reference to the financial statement footnote that contains the reconciliation of Adjusted EBIT to loss from continuing operations before income taxes.

 Item 8. Financial Statements and Supplementary 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-controlling interest or explain to us why you are not
required to do so. Reference made to FASB ASC 810-10-65-1(b)(2).

 Response: Income
attributable to non-controlling interest is limited to the dividends on the preferred shares without mandatory redemption presented in the stockholders’ equity section of the balance sheets included in our consolidated financial statements. As
disclosed in Note 10 to our consolidated financial statements, the annual dividends on the preferred shares were approximately $225,000 for each of the periods presented. Therefore, as stated under the caption, “Noncontrolling Interests in
Consolidated Financial Statements,” in Note 2 to our consolidated financial statements (on page 101 of our annual report on Form 10-K), “dividends on these preferred shares have not been reflected separately on the Company’s
Statements of Operations or the Company’s Statements of Comprehensive Loss, as the amounts are not considered material.” In this regard, FASB ASC 105-10-05-6 states: “The provisions of the Codification need not be applied to
immaterial items.” Accordingly, we do not believe that we are required to present consolidated net income/loss after adjustment for the net income attributable to the non-controlling interest.

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, we 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 this 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 disclose this fact. If not, please explain to us why their estimated 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 apparent significant increase in their useful lives since
December 31, 2007.

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 Response: Annual depreciation is an operating expense that regulated utilities are
entitled to recover in rates charged for utility service. As such, annual depreciation expense is reviewed by utility regulators in rate proceedings and, in some states, annual depreciation rates are filed with and reviewed by regulators each year
whether or not a rate increase has been requested. State utility regulatory commissions are required to establish rates that are “just and reasonable” and, to that end, must assure that utilities are allowed to recover all of their claimed
expenses that are prudently incurred and reasonable in amount. Accordingly, a state commission must assure that depreciation expense, no more or less than any other expense included in the determination of allowable revenue, is reasonable. In the
exercise of this authority, state commissions can, and in the past have, established service lives and annual accrual rates different from those proposed by us. Generally, our regulated subsidiaries record depreciation based on the service lives and
annual accrual rates submitted to, and explicitly or implicitly approved by, their respective state regulatory commissions. State utility commissions, either by regulation or by historical precedent in litigated rate proceedings, may require water
utilities to base their claims for annual depreciation on studies of the service lives of property included in their rate base. Such service life studies generally employ well-defined, uniformly applied, actuarial methods to analyze historical
patterns of retirement, and by regression analysis, tempered by engineering judgment, project the average service lives used to calculate annual depreciation rates. Service life studies are company-specific and reflect the operating methods,
property mix, and location-specific factors that affect the property in each system studied. Consequently, both historical actual and projected future rates of retirement, and resulting service life estimates, can be different from system to system.

 In future filings we will disclose that the Company’s regulated utility subsidiaries record depreciation in conformity
with amounts approved by state regulators after regulatory review of information that we submit to support our estimates of useful lives.

The useful lives of our water plant assets vary due to their nature, size and complexity. The range of lives is reflected in the final
rate orders issued by the applicable state regulatory agencies. The increases in useful lives since December 2007 were primarily the result of useful lives assigned to new assets approved in rate orders received in 2008 and 2009. Set forth below is
information regarding the characteristics of the water plant assets at the low end and high end of useful lives range in each of the water plant asset categories set forth in Note 4 to our consolidated financial statements where the high end of the
useful lives range increased since December 2007:

 Sources of supply:

The assets at the low end of the range are HVAC equipment contained in a well house. The asset at the high end of the range is a river
intake asset.

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 Treatment and pumping facilities:

The assets at the low end of the range are carbon filter media. The assets at the high end of the range are concrete basin filter
structures.

 Transmission and distribution facilities:

The assets at the low end of the range are tank repainting costs. The assets at the high end of the range are water mains.

General structures and equipment:

The assets at the low end of the range are computer software. The assets at the high end of the range are warehouse structures.

 The costs of the assets at the low and high ends of the depreciable life ranges are not material to the cost of the water
plant assets referenced above. In most cases, the cost of these individual assets is less than one percent of the aggregate cost of the related asset category.

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 resulting 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.

Response: Our position that the pre-ownership change NOLs will more likely than not be fully utilized before the expiration of the
statute of limitations is based on the size and expiration dates of our pre-ownership change net operating loss carryforwards (NOLs), the amount of the annual limitation on our ability to offset the pre-ownership change NOLs and our projection of
future taxable income.

 Our pre-ownership change NOLs were approximately $905.1 million at December 31, 2009. All of these
NOLs expire between

 Page 4 of 11

2024 and 2029, and approximately $837 million of the NOLs will not begin to expire until 2028. By applying the regulations promulgated under Section 382 of the Internal Revenue Code, we
calculated an annual limitation of approximately $99.4 million on our ability to offset pre-ownership change NOLs. Finally, we currently project future taxable income from profitable operations and substantial deferred tax liability reversals that
will be sufficient to enable us to offset the pre-ownership change NOLs prior to their expiration.

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 disclosure, tell us and disclose the facts and circumstances leading to these increases.

Response: As stated in Note 14 to our consolidated financial statements, in December 2008, we filed a request with the Internal
Revenue Service (“IRS”) to change our tax accounting method for repair and maintenance costs on our utility assets (specifically, transmission and distribution assets).

We filed the 2008 tax return in September 2009 and prepared our 2009 tax computation reflecting the expected benefits of the change in tax
accounting method. To date, the IRS has not responded to our position taken in the 2008 filed tax return, nor have we filed our 2009 tax return. Therefore, it is possible that the IRS may challenge our application of the related Treasury Regulations
and deny a portion of the deductions taken on our 2008 tax return. To address this possibility, as well as the possibility that benefits related to the same change in tax accounting method expected to be included in the 2009 tax return also would be
challenged, we performed analyses to estimate the amount of the tax benefit which we expect will meet the more likely than not threshold set forth in FASB ASC 740-10-30-24; the remaining amount was reflected in the increase in the unrecognized tax
benefit.

 The increases in prior period tax positions set forth in the unrecognized tax benefits roll forward schedule were
based on an analysis performed at the time of the 2008 tax return was filed. The increases in current period tax positions represent the uncertain tax positions primarily related to tax benefits expected to be included in the 2009 tax return and
were based on an analysis performed in the first quarter of 2010. These unrecognized tax benefits principally result from the change in tax accounting method described above. At December 31, 2009, the unrecognized tax benefits for the prior and
current periods associated with the change in tax accounting method were approximately $88.2 million and $15.9 million, respectively.

 Page 5 of 11

 We increased the current period tax position in the unrecognized tax benefits roll forward
schedule by an additional $6.7 million to reflect another position we expect to take when we file our 2009 federal and state income tax returns, which we anticipate will occur in September and October 2010, respectively. The tax position relates to
our interpretation and application of Section 263 of the Internal Revenue Code (and related Department of Treasury regulations), regarding the deductibility of a portion of the costs paid by us in connection with RWE’s acquisition of our
stock.

 Although the actual text of the disclosures to be included in future filings will be subject to facts and circumstances
existing at the time of the relevant filings, we intend to clarify, in the paragraph immediately preceding the unrecognized tax benefits roll forward schedule, that our change in tax accounting method for repairs and maintenance costs on our utility
plant assets was the primary cause of the increases in our unrecognized tax benefit positions.

 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 schedules 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.

Response: We will refile the complete exhibit, including all of the schedules and exhibits, in our quarterly report on
Form 10-Q for the quarterly period ended June 30, 2010.

 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 the 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 period 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 certifications, 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.

 Page 6 of 11

 Response: We acknowledge that, because our Form 10-K for the fiscal year ended
December 31, 2009 (the “12/31/09 Form 10-K”) included management’s report on internal control over financial reporting, we were required to include a reference to internal control over financial reporting in the introductory
portion of paragraph 4 and include paragraph 4(b) of the certifications, as set forth in Item 601(b)(31) of Regulation S-K. In accordance with staff guidance provided in Section 246.13 of the Division of Corporation Finance’s
Regulation S-K Compliance and Disclosure Interpretations (the “Certification C&DI”), on June 7, 2010 we filed amendments to the 12/31/09 Form 10-K and our Form 10-Q for the quarterly period ended March 31, 2010
(