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 Document Securities and Exchange Commission 100 F Street N.E. Room 1580 Washington, D.C. 20549 Attention: Claudia Rios March 13, 2025 Re:     AMERICAN ELECTRIC POWER COMPANY, INC.      Registration Statement No. 333-284966 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, American Electric Power Company, Inc. hereby requests acceleration of effectiveness of the above-captioned Registration Statement to 1:00 p.m. on March 14, 2025, or as soon thereafter as is practicable. Very truly yours, AMERICAN ELECTRIC POWER COMPANY, INC. By: /s/ David C. House     David C. House Assistant Secretary cc: Cheryl Brown

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 Document Securities and Exchange Commission 100 F Street N.E. Room 1580 Washington, D.C. 20549 Attention: Claudia Rios March 13, 2025 Re:     AMERICAN ELECTRIC POWER COMPANY, INC.      Registration Statement No. 333-284963 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, American Electric Power Company, Inc. hereby requests acceleration of effectiveness of the above-captioned Registration Statement to 1:00 p.m. on March 14, 2025, or as soon thereafter as is practicable. Very truly yours, AMERICAN ELECTRIC POWER COMPANY, INC. By: /s/ David C. House     David C. House Assistant Secretary cc: Kevin Dougherty

February 21, 2025
William J. Fehrman
Chief Executive Officer
American Electric Power Company, Inc.
1 Riverside Plaza
Columbus, OH 43215
Re:American Electric Power Company, Inc.
Registration Statement on Form S-3
Filed February 14, 2025
File No. 333-284966
Dear William J. Fehrman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Cheryl Brown at 202-551-3905 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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Securities and Exchange Commission

100 F Street N.E.

Room 1580

Washington, D.C.  20549

Attention:  Kathryn Begley

November 16, 2017

Re:    AMERICAN ELECTRIC POWER COMPANY, INC.

Registration Statement No. 333-2214520

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, American Electric Power Company, Inc. hereby requests acceleration of effectiveness of the above-captioned Registration Statement to 5:00 p.m. on November 17, 2017, or as soon thereafter as is practicable.

Very truly yours,

AMERICAN ELECTRIC POWER COMPANY, INC.

By:  /s/ Thomas G. Berkemeyer

       Thomas G. Berkemeyer

       Assistant Secretary

Mail Stop 3561
November 15, 2017

Nicholas K. Akins
Chief Executive Officer
American Electric Power Company, Inc.
1 Riverside Plaza
Columbus, Ohio 43215

Re: American Electric Power Company, Inc.
  Registration Statement on Form S-3
Filed  November 13, 2017
  File No.  333-221520

Dear Mr. Akins :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact Katherine Bagley  at (202) 551 -2545  with any questions.

Sincerely,

 /s/ Lisa M. Kohl for

Mara L. Ransom
Assistant Director
Office of Consumer Products

Mail Stop 3561
September 5 , 2017

Brian X. Tierney
Executive Vice President  and Chief Financial  Officer
American Electric Power Company, Inc.
1 Riverside Plaza
Columbus, Ohio 43215

Re: American Electric Power Company, Inc.
 Form 10-K for Fiscal Year Ended December 31,  2016
Filed February 28, 2017
File No. 1-3525

Dear Mr. Tierney :

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ William H. Thompson

 William  H. Thompson
Accounting Branch Chief
Office of Consumer Products

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William H. Thompson - Accounting Branch Chief

Yolanda Guobadia - Staff Accountant

Securities and Exchange Commission

Division of Corporation Finance

100 F Street NE

Washington, D. C.  20549

August 29, 2017

RE:

 American Electric Power Company, Inc.

 Form 10-K for the Fiscal Year Ended December 31, 2016

 Filed February 28, 2017

 Form 8-K Filed July 27, 2017

 File No. 1-03525

Responses to the comment letter dated August 15, 2017 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the above-captioned Form 10-K and Form 8-K of American Electric Power Company, Inc. are provided herewith, including the text of the Staff’s comments.

Form 10-K for Fiscal Year Ended December 31, 2016

Exhibit 13

Results of Operations, page 17

1.

 We note your presentation of gross margin, a non-GAAP measure.  Please disclose in future filings why management believes the presentation of the non-GAAP measure provides useful information to investors.  Refer to Item 10(e)(1)(i)(c) of Regulation S-K.

Response:

We have referred to the disclosure requirements relating to the use of non-GAAP financial measures, as set forth in Item 10(e)(1)(i)(c) of Regulation S-K. In future filings, AEP will include additional disclosure which indicates why management believes that presentation of the non-GAAP financial measure provides useful information to investors. The following is an example of the proposed disclosure to be included in future periods (new information in bold font):

“The following discussion of AEP’s results of operations by operating segment includes an analysis of Gross Margin, which is a non-GAAP financial measure. Gross Margin includes Total Revenues less the costs of Fuel and Other Consumables Used for Electric Generation as well as Purchased Electricity for Resale, Generation Deferrals and Amortization of Generation Deferrals as presented in the Registrants statements of income as applicable. Under our various state utility rate making processes, these expenses are generally reimbursable directly from and billed to customers.  As a result, they do not typically impact Operating Income or Earnings Attributable to AEP Common Shareholders. Management believes that Gross Margin provides a useful measure for investors and other financial statement users to analyze AEP’s financial performance in that it excludes the effect on Total Revenues caused by volatility in these expenses. Operating Income, which is presented in accordance with GAAP in AEP’s statements of income, is the most directly comparable GAAP financial measure to the presentation of Gross Margin. AEP’s definition of Gross Margin may not be directly comparable to similarly titled financial measures used by other companies.”

Form 8-K Filed July 27, 2017

Exhibit 99.1

Please clearly label operating earnings and operating earnings per share as non-GAAP measures in your future earnings releases.

Response:

In future earnings release filings, AEP will clearly label operating earnings and operating earnings per share as non-GAAP measures. Below is an example of changes to be included in future periods (note that the example below is the actual AEP Second Quarter 2017 Earnings Release with the proposed labeling changes, which are for purposes of this communication, highlighted in yellow).

News from AEP

MEDIA CONTACT:

 ANALYSTS CONTACT:

Melissa McHenry

 Bette Jo Rozsa

Director, External Communications

 Managing Director, Investor Relations

614/716-1120

 614/716-2840

FOR IMMEDIATE RELEASE

AEP REPORTS SECOND-QUARTER 2017 EARNINGS; REAFFIRMS FULL-YEAR EARNINGS GUIDANCE

•

 Second-quarter 2017 GAAP earnings of $0.76 per share

•

 Second-quarter 2017 operating earnings of $0.75 per share

•

 Improved economic conditions support industrial sales growth

AMERICAN ELECTRIC POWER

Preliminary, unaudited results

 Second Quarter ended June 30

 Year-to-date ended June 30

 2017

 2016

 Variance

 2017

 2016

 Variance

Revenue ($ in billions):

 3.6

 3.9

 (0.3

 )

 7.5

 7.9

 (0.4

 )

Earnings (Loss) ($ in millions):

 GAAP

 375.0

 502.1

 (127.1

 )

 967.2

 1,003.3

 (36.1

 )

 Operating (non-GAAP)

 370.4

 465.7

 (95.3

 )

 844.7

 966.9

 (122.2

 )

EPS ($):

 GAAP

 0.76

 1.02

 (0.26

 )

 1.97

 2.04

 (0.07

 )

 Operating (non-GAAP)

 0.75

 0.95

 (0.20

 )

 1.72

 1.97

 (0.25

 )

EPS based on 492mm shares 2Q 2017, 491mm shares 2Q 2016, 492mm shares YTD 2017 and 491mm shares YTD 2016.

COLUMBUS, Ohio, July 27, 2017 - American Electric Power (NYSE: AEP) today reported second-quarter 2017 earnings, prepared in accordance with Generally Accepted Accounting Principles (GAAP), of $375 million or $0.76 per share, compared with GAAP earnings of $502 million or $1.02 per share in second-quarter 2016. Operating earnings for second-quarter 2017 were $370 million or $0.75 per share, compared with operating earnings of $466 million or $0.95 per share in second-quarter 2016.  Operating earnings is a non-GAAP measure representing GAAP earnings excluding special items. The difference between 2017 GAAP earnings and operating earnings was largely due to adjustments related to the sale of competitive generation assets.

A full reconciliation of GAAP earnings to operating earnings for the quarter and year-to-date is included in the tables at the end of this news release.

“We are on track to achieve our operating earnings guidance range of $3.55 to $3.75 per share this year, despite the negative impact of very mild temperatures. We anticipated lower operating earnings performance this quarter, compared with last year, due to the sale of competitive generation assets and the positive impacts from regulatory true ups and reversals a year ago. The remainder of the year will benefit from lower operating and maintenance expenses compared to last year,” said Nicholas K. Akins, AEP chairman, president and chief executive officer.

“Overall economic conditions are getting better in the states we serve, consistent with the improvement we’ve projected in our 2017 operating earnings guidance. Industrial load increased by four percent this quarter, and we are now seeing positive industrial sales results across most industries in our service area. We are optimistic that this stronger industrial demand will lead to future improvements in commercial and residential load later this year.

“Our transmission business continues to expand, reflecting the increased investments we are making to provide enhanced grid reliability and resilience for customers. Our Transmission Holding Co. business contributed 26 cents per share for the quarter, an increase of seven cents from the same period last year,”  Akins said.

SUMMARY OF RESULTS BY SEGMENT

$ in millions

GAAP Earnings

 2Q 17

 2Q 16

 Variance

 YTD 17

 YTD 16

 Variance

Vertically Integrated Utilities (a)

 120.8

 209.4

 (88.6

 )

 340.3

 487.0

 (146.7

 )

Transmission & Distribution Utilities (b)

 111.2

 124.6

 (13.4

 )

 230.3

 232.1

 (1.8

 )

AEP Transmission Holdco (c)

 128.4

 94.6

 33.8

 200.2

 138.5

 61.7

Generation & Marketing (d)

 26.4

 49.7

 (23.3

 )

 212.6

 120.4

 92.2

Corporate and Other (e)

 (11.8

 )

 23.8

 (35.6

 )

 (16.2

 )

 25.3

 (41.5

 )

        Total GAAP Earnings (Loss)

 375.0

 502.1

 (127.1

 )

 967.2

 1,003.3

 (36.1

 )

Operating Earnings (non-GAAP)

 2Q 17

 2Q 16

 Variance

 YTD 17

 YTD 16

 Variance

Vertically Integrated Utilities (a)

 120.8

 209.4

 (88.6

 )

 340.3

 487.0

 (146.7

 )

Transmission & Distribution Utilities (b)

 111.2

 124.6

 (13.4

 )

 230.3

 232.1

 (1.8

 )

AEP Transmission Holdco (c)

 128.4

 94.6

 33.8

 200.2

 138.5

 61.7

Generation & Marketing (d)

 21.8

 46.0

 (24.2

 )

 90.1

 116.7

 (26.6

 )

Corporate and Other (e)

 (11.8

 )

 (8.9

 )

 (2.9

 )

 (16.2

 )

 (7.4

 )

 (8.8

 )

        Total Operating Earnings (non-GAAP)

 370.4

 465.7

 (95.3

 )

 844.7

 966.9

 (122.2

 )

A full reconciliation of GAAP earnings to operating earnings is included in tables at the end of this news release.

a.

 Includes AEP Generating Co., Appalachian Power, Indiana Michigan Power, Kentucky Power, Kingsport Power, Public Service Company of Oklahoma, Southwestern Electric Power and Wheeling Power.

b.

 Includes Ohio Power, AEP Texas.

c.

 Includes wholly-owned transmission-only subsidiaries and transmission-only joint ventures.

d.

 Includes AEP OnSite Partners, AEP Renewables, nonregulated generation in ERCOT and PJM as well as marketing, risk management and retail activities in ERCOT, PJM and MISO.

e.

 Includes commercial barging operations in prior periods.

EARNINGS GUIDANCE

Management reaffirms its 2017 operating earnings guidance range of $3.55 to $3.75 per share. Operating earnings could differ from GAAP earnings for matters such as impairments, divestitures or changes in accounting principles. AEP management is not able to forecast if any of these items will occur or any amounts that may be reported for future periods. Therefore, AEP is not able to provide a corresponding GAAP equivalent for earnings guidance.

Reflecting special items recorded through the second quarter, the estimated earnings per share on a GAAP basis would be $3.80 to $4.00 per share.  See the table below for a full reconciliation of 2017 earnings guidance.

2017 EPS Guidance Reconciliation

Estimated EPS on a GAAP basis

 $3.80

 to

 $4.00

Mark-to-Market impact of commodity hedging activities

 0.00

Impairment of certain merchant generation assets

 0.01

Gain from competitive generation asset sale

 (0.26)

Operating EPS Guidance (non-GAAP)

 $3.55

 to

 $3.75

WEBCAST

AEP’s quarterly discussion with financial analysts and investors will be broadcast live over the internet at 9 a.m. EDT today at http://www.aep.com/webcasts. The webcast will include audio of the discussion and

visuals of charts and graphics referred to by AEP management. The charts and graphics will be available for download at http://www.aep.com/webcasts.

American Electric Power, based in Columbus, Ohio, is focused on building a smarter energy infrastructure and delivering new technologies and custom energy solutions to our customers. AEP’s more than 17,000 employees operate and maintain the nation’s largest electricity transmission system and more than 224,000 miles of distribution lines to efficiently deliver safe, reliable power to nearly 5.4 million regulated customers in 11 states. AEP also is one of the nation’s largest electricity producers with approximately 33,000 megawatts of diverse generating capacity, including 4,200 megawatts of renewable energy. AEP’s family of companies includes utilities AEP Ohio, AEP Texas, Appalachian Power (in Virginia and West Virginia), AEP Appalachian Power (in Tennessee), Indiana Michigan Power, Kentucky Power, Public Service Company of Oklahoma, and Southwestern Electric Power Company (in Arkansas, Louisiana and east Texas). AEP also owns AEP Energy, AEP Energy Partners, AEP OnSite Partners, and AEP Renewables, which provide innovative competitive energy solutions nationwide.

AEP’s earnings are prepared in accordance with accounting principles generally accepted in the United States and represent the company’s earnings as reported to the Securities and Exchange Commission. The company’s operating earnings, a non-GAAP measure representing GAAP earnings excluding special items as described in the news release and charts, provide another representation for investors to evaluate the performance of the company’s ongoing business activities. AEP uses operating earnings as the primary performance measurement when communicating with analysts and investors regarding its earnings outlook and results. The company uses operating earnings data internally to measure performance against budget and to report to AEP’s Board of Directors and also as an input in determining performance-based compensation under the company’s employee incentive compensation plans.

---

This report made by American Electric Power and its Registrant Subsidiaries contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. Although AEP and each of its Registrant Subsidiaries believe that their expectations are based on reasonable assumptions, any such statements may be influenced by factors that could cause actual outcomes and results to be materially different from those projected. Among the factors that could cause actual results to differ materially from those in the forward-looking statements are: economic growth or contraction within and changes in market demand and demographic patterns in AEP service territories; inflationary or deflationary interest rate trends; volatility in the financial markets, particularly developments affecting the availability or cost of capital to finance new capital projects and refinance existing debt; the availability and cost of funds to finance working capital and capital needs, particularly during periods when the time lag between incurring costs and recovery is long and the costs are material; electric load and customer growth; weather conditions, including storms and drought conditions, and AEP’s ability to recover significant storm restoration costs; the cost of fuel and its transportation and the creditworthiness and performance of fuel suppliers and transporters and the cost of storing and disposing of used fuel, including coal ash and spent nuclear fuel; availability of necessary generating capacity and the performance of AEP’s generating plants and the availability of fuel, including processed nuclear fuel, parts and service from reliable vendors; AEP’s ability to recover fuel and other energy costs through regulated or competitive electric rates; AEP’s ability to build transmission lines and facilities (including the ability to obtain any necessary regulatory approvals and permits) when needed at acceptable prices and terms and to recover those costs; new legislation, litigation and government regulation, including oversight of nuclear generation, energy commodity trading and new or heightened requirements for reduced emissions of sulfur, nitrogen, mercury, carbon, soot or particulate matter and other substances that could impact the continued operation, cost recovery, and/or profitability of AEP’s generation plants and related assets; evolving public perception of the risks associated with fuels used before, during and after the generation of electricity, including nuclear fuel; a reduction in the federal statutory tax rate that could result in an accelerated return of deferred federal income taxes to customers; timing and resolution of pending and future rate cases, negotiations and other regulatory decisions, including rate or other recovery of new investments in generation, distribution and transmission service and environmental compliance; resolution of litigation; AEP’s ability to constrain operation and maintenance costs; AEP’s ability to develop and execute a strategy based on a view regarding prices of electricity and gas; prices and demand for power generated and sold at wholesale; changes in technology, particularly with respect to energy storage and new, developing, alternative or distributed sources of generation; AEP’s ability to recover through rates any remaining unrecovered investment in generating units that may be retired before the end of their previously projected useful lives; volatility and changes in markets for capacity and electricity, coal, and other energy-related commodities, particularly changes in the price of natural gas; changes in utility regulation and the allocation of costs within regional transmission organizations, including ERCOT, PJM and SPP; AEP’s ability to successfully and profitably manage competitive generation assets, including the evaluation and execution of strategic alternatives for these assets

Mail Stop 3561
August 15, 2017

Brian X. Tierney
Executive Vice President  and Chief Financial  Officer
American Electric Power Company, Inc.
1 Riverside Plaza
Columbus, Ohio 43215

Re: American Electric Power Company, Inc.
 Form 10-K for Fiscal Year Ended December 31,  2016
Filed February 28, 2017
Form 8-K Filed July 27, 2017
File No. 1-03525

Dear Mr. Tierney :

We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to  these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for Fiscal Year Ended December 31, 2016

Exhibit 13

Results of Operations, page 17

1. We note your presentation of gross -margin, a non -GAAP measure.  Please discl ose in
future filings why management believes the presentation of the non -GAAP measure
provides useful inf ormation to investors. Refer to Item 10(e)(1)(i)(c) of Regulation S -K.

Brian X. Tierney
American Electric Power Company, Inc.
August 15, 2017
Page 2

 Form 8 -K Filed July 27, 2017

Exhibit  99.1

2. Please clearly label operating  earnings  and operating earnings per share as non-GAAP
measures in your future earnings releases.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments,  action or absence of
action by the staff.

You may contact Yolanda Guobadia, Staff Accountant  at (202) 551 -3562 or me at (202)
551-3344 if you have questions regarding our comment s or any other questions.

Sincerely,

 /s/ William H. Thompson

 William  H. Thompson
Accounting Branch Chief
Office of Consumer Products

June 4 , 2014

Via E -mail
Brian X. Tierney
Chief Financial Officer
American Electric Power Company, Inc.
1 Riverside Plaza
Columbus, Ohio 43215

Re: American Electric Power Company, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2013
Filed February 25, 2014
File No. 1-3525

Dear Mr. Tierney:

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company 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.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ William H. Thompson

William H. Thompson
Accounting Branch Chief

cc:  Joseph M. Buonaiuto, Controller and Chief Accounting Officer

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William H. Thompson – Accounting Branch Chief

Ta Tanisha Meadows – Staff Accountant

Securities and Exchange Commission

Division of Corporation Finance

100 F Street NE

Washington, D. C.  20549

May 14, 2014

RE:
American Electric Power Company, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2013

Filed February 25, 2014

File No. 1-3525

Responses to the comment letter dated April 30, 2014 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the above-captioned Form 10-K of American Electric Power Company, Inc. are provided herewith, including the text of the Staff’s comments.

Exhibit 13

American Electric Power Company, Inc. and Subsidiary Companies Consolidated Financial Statements

Consolidated Statements of Income, page 54

1.

Please tell us what consideration you gave to disclosing the amount of depreciation of property, plant and equipment and amortization of regulatory assets included depreciation and amortization.  Please refer to ASC 360-10-50-1.

Response:

American Electric Power Company, Inc. (AEP) reports depreciation expense within “Depreciation and Amortization” in the Consolidated Statements of Income.  Depreciation and amortization of property, plant and equipment constitutes a significant portion of the amounts reported as depreciation and amortization—$1,472 million or 84%, $1,505 million or 84%, and $1,435 million or 87% for the years ended December 31, 2013, 2012 and 2011, respectively.  Under ASC 360-10-50-1(a), we considered separate disclosure of the remaining amounts related to the amortization of certain securitized assets and amortization of regulatory assets and liabilities to be immaterial.  In future Form 10-K filings, AEP will disclose the components of “Depreciation and Amortization” for each period presented, within the notes to the consolidated financial statements and the notes to the financial statements of registrant subsidiaries, in accordance with ASC 360-10-50-1(a).  An example of the proposed disclosure to be included in

future periods is included below (note that amounts represent actual AEP financial information for the three years ended December 31, 2013):

Supplementary Income Statement Information

 Years Ended December 31,

Depreciation and Amortization

2013

2012

2011

(in millions)

Depreciation and Amortization of Property, Plant, and Equipment

$
 1,472

$
 1,505

$
 1,435

Amortization of Certain Securitized Assets

 242

 224

 164

Amortization of Regulatory Assets and Liabilities

 29

 53

 56

Total Depreciation and Amortization

$
 1,743

$
 1,782

$
 1,655

Notes to Consolidated Financial Statements, page 61

1. Organization and Summary of Significant Accounting Policies, page 61

Organization, page 61

Corporate Separation, page 61

2.

We note your disclosure on page 229 that you did not retrospectively adjust the financial statements of APCo to account for the transfer of the interest in Amos Plant, Unit 3 as an acquisition of a business under common control because you determined that giving retrospective application of the transfer was quantitatively and qualitatively immaterial.  Please provide us your analysis of materiality pursuant to SAB Topic 1.M codified in ASC 250-10-S99-1.

Response:

Contemporaneously with the preparation of Appalachian Power Company’s (APCo) 2013 financial statements, we performed a materiality analysis, pursuant to SAB Topic 1.M, related to the transfer of the interest in Amos Plant, Unit 3 to APCo.  Our qualitative considerations related to this analysis are summarized below:

1.

Amos Plant, Unit 3 does not represent a new line of business for APCo.

2.

APCo will continue to supply and serve the same customers.

3.

Employees at Amos Plant, Unit 3 are currently APCo employees and will continue to work at the facility.

4.

As a wholly-owned subsidiary of AEP, APCo does not have any external common shareholders or preferred shareholders relying on its financial statements.

5.

APCo regulators are generally interested in the costs associated with the transfer of generating facilities and prospective impacts to rate payers.  Retrospective application of the transfer in APCo’s reported amounts would not be important to the regulatory treatment of the transfer of Amos Plant, Unit 3.

6.

Retrospective application of the transfer would cause an increase in earnings for the prior periods which would not be indicative of future performance primarily due to: (i) the termination of the Interconnection Agreement (an agreement among APCo and some of its affiliate utility companies that defined the sharing of costs and benefits associated with their generation assets) which was effective January 1, 2014; (ii) the differences in rate treatment between and among Ohio historically and West Virginia and Virginia in the future; and (iii) the likelihood that an increase in earnings would have resulted in a corresponding reduction to customer tariff revenues because APCo is a fully regulated utility.  Thus, retrospective application of the transfer would not mask a change in earnings, but due to the constructs of the guidance, would introduce a trend in earnings that would not be present in the future.

2

      7.
APCo debt investors are primarily interested in future operating cash flows of Amos Plant, Unit 3 which on-going regulatory proceedings will address.  Retrospective application would have no bearing on the regulatory outcomes nor be indicative of future cash flows.  The retrospective application would have minimal impact, if any, on APCo’s future equity balance and no impact on future income or EBITDA.

      8.
The transfer of Amos Plant, Unit 3, and related retrospective reporting, would not hide a failure to meet analysts’ consensus expectations.

      9.
The transfer of Amos Plant, Unit 3 did not change a loss into income or vice versa in any periods presented.

    10.
There is no impact on compliance with regulatory requirements, including the requirements of the Federal Energy Regulatory Commission, the West Virginia Public Service Commission or the Virginia State Corporation Commission.

    11.
The impact of the transfer of Amos Plant, Unit 3 would be favorable to any APCo loan covenants, based on increased income.

    12.
The conclusion that the transfer of Amos Plant, Unit 3 was immaterial did not involve concealment of an unlawful transaction.

We also considered the factors described in SAB Topic 1.M regarding immaterial misstatements that are intentional.  Our considerations are summarized below:

      1.
The decision to not retrospectively apply the transfer was not quantitatively significant, as discussed below.

      2.
Given the immaterial impact of the transfer, we do not believe the potential benefits of retrospective application outweigh the costs that would be incurred.

      3.
Our considerations and conclusion regarding the accounting treatment associated with the transfer of Amos Plant, Unit 3 was fully disclosed in APCo’s footnotes.

Based on these considerations, we concluded that we satisfied APCo’s obligation to keep books and records that are accurate “in reasonable detail.”

Our quantitative considerations evaluated the impact of retrospective application on APCo’s income statements for years ended December 31, 2011 through 2013.  For the years ended December 31, 2011 and December 31, 2012, and the nine months ended September 30, 2013, income before income taxes increased $16 million (6%), $15 million (3%), and $4 million (1%), respectively.  APCo’s December 31, 2013 balance sheet would appropriately reflect the transfer as the transfer occurred before the end of the reporting period.  On the December 31, 2012 balance sheet, total property, plant and equipment increased $805 million (9%) and total assets increased $876 million (8%) due to the transfer of Amos Plant, Unit 3.  Total common shareholder’s equity increased by $286 million (9%) for the year ended December 31, 2012.

For the 2013 income statement, the analysis was originally completed based on interim financial information through September 30, 2013 because financial information for the full year was not available at the time the analysis was performed.  The conclusion reached did not change as a result of actual financial information related to the fourth quarter of 2013.

3

Based on an evaluation of the considerations above in their totality, we concluded that the retrospective application of the transfer of Amos Plant, Unit 3 was not qualitatively or quantitatively material to the users of APCo’s financial statements.

Our qualitative and quantitative assessment was reviewed by those charged with governance for APCo prior to issuance of APCo’s 2013 Form 10-K.

Fair Value Measurement of Assets and Liabilities, page 66

3.

Please tell what consideration you gave to disclosing information about the inputs used to measure fair value of real estate and alternative investments included in pension plan assets.  Please refer to ASC 715-20-50-1(d)(iv).

Response:

AEP  disclosed information related to unobservable inputs for pension plan assets on page 67 of the 2013 Form 10-K as follows: “Benefit plan assets included in Level 3 are primarily real estate and private equity investments that are valued using methods requiring judgment including appraisals.” In future Form 10-K filings, AEP will disclose the following in consideration of ASC 715-20-50-1(d)(iv) (new information in bold font):

“Investments with unobservable valuation inputs are classified as Level 3 investments.  Benefit plan assets included in Level 3 are primarily real estate and private equity investments that are valued using methods requiring judgment.  The fair value of real estate investments is measured using market capitalization rates, recent sales of comparable investments, and independent third-party appraisals.  The fair value of private equity investments is measured using cost and purchase multiples, operating results, discounted future cash flows and market based comparable data. Depending on the specific situation, one or multiple approaches are used to determine the valuation of a real estate or private equity investment.”

11.  Fair Value Measurements, page 119

4.

You disclose the range of significant unobservable inputs used in developing the fair value of your Level 3 positions.  Given the wide range of the forward market price assumptions, please tell us your consideration of disclosing the weighted average of the forward market prices, similar to the illustration provided in ASC 820-10-55-103, and your basis for calculating the weighted average.  Please also tell us what consideration was given to providing a narrative description of the sensitivity of the fair value measurement to changes in unobservable inputs.  Please refer to ASC 820-10-50-2 (bbb) and (g).

Response:

AEP decided not to disclose the weighted average of forward market prices because a significant portion of the level 3 risk management instruments have been economically hedged which greatly limits potential earnings volatility.  The impact of the economic hedges was disclosed on page 66 of the 2013 Form 10-K and was also demonstrated by the discussion of value at risk (“VaR”) in pages 49-50 of management’s discussion and analysis in the 2013 Form 10-K.  Increases or

4

decreases in forward market prices or other unobservable inputs, in isolation, could increase or decrease the respective fair values of each individual Level 3 instrument, while in totality, the net fair value change in the Level 3 instruments would be insignificant due to the economic hedges.  However, AEP will disclose, beginning with the quarter ended June 30, 2014 Form 10-Q, the weighted average of forward market prices.  The calculation of the weighted average of forward market prices will be based on forward prices relative to the contractual term and applicable forecasted megawatt hours.

AEP will disclose, beginning with the quarter ended June 30, 2014 Form 10-Q, a sensitivity analysis as discussed in ASC 820-10-50-2 (bbb) and (g).  The AEP disclosure will be presented after the quantification of significant unobservable inputs within the Fair Value Measurements footnote, as provided below.

The following table provides the sensitivity of fair value measurements to increases (decreases) in significant unobservable inputs related to Energy Contracts and FTRs:

Significant Unobservable Input

Position

Change in Input

Impact on Fair Value Measurement

Forward Market Price

Buy

Increase (decrease)

Higher (lower)

Forward Market Price

Sell

Increase (decrease)

Lower (higher)

Counterparty Credit Risk

Loss

Increase (decrease)

Higher(lower)

Counterparty Credit Risk

Gain

Increase (decrease)

Lower (higher)

*           *           *           *           *           *

American Electric Power Company, Inc. 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) American Electric Power Company, Inc. 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 at (614) 716-2821 with any questions you may have regarding our responses.

Very truly yours,

/s/ Joseph M. Buonaiuto

Joseph M. Buonaiuto

Controller and Chief Accounting Officer

cc:
 Nicholas Roger – Partner, Deloitte & Touche LLP

 George Fackler – Partner, Deloitte & Touche LLP

 Michael Morrissey – Partner, Deloitte & Touche LLP

5

April 30, 2014

Via E -mail
Brian X. Tierney
Chief Financial Officer
American Electric Power Company, Inc.
1 Riverside Plaza
Columbus, Ohio 43215

Re: American Electric Power Company, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2013
Filed February 25, 2014
File No. 1-3525

Dear Mr. Tierney:

We have reviewed your filing and have the following comments.  In some of our
comments , we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the  requested
response.   If you do not believe our comments apply  to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing  and the information you provi de in
response to these  comments, we may have  additional comments.

Exhibit 13

American Electric Power Company, Inc. and Subsidiary Companies Consolidated Financial
Statements

Consolidated Statements of Income, page 54

1. Please tell us what c onsideration you gave to disclosing the amount of depreciation of
property, plant and equipment and amortization of regulatory assets included depreciation
and amortization.  Please refer to ASC 360 -10-50-1.

Brian X. Tierney
American Electric Power Company, Inc.
 April 30, 2014
 Page 2

 Notes to Consolidated Financial Statements,  page 61

1.  Organization and Summary of Significant Accounting Policies, page 61

Organization, page 61
Corporate Separation, page 61

2. We note your disclosure on page 229 that you did not retrospectively adjust the financial
statements of APCo  to account for the transfer of the interest in Amos Plant, Unit 3 as an
acquisition of a business under common control because you determined that giving
retrospective application of the transfer was quantitatively and qualitatively immaterial.
Please pr ovide us your analysis of materiality pursuant to SAB Topic 1.M codified in ASC
250-10-S99-1.

Fair Value Measurements of Assets and Liabilities, page 66

3. Please tell what consideration you gave to disclosing information about the inputs used to
measure fa ir value of real estate and alternative investments included in pension plan assets.
Please refer to ASC 715 -20-50-1(d)(iv).

11.  Fair Value Measurements, page 119

4. You disclose the range of significant unobservable inputs used in developing the  fair val ue of
your Level 3 positions.  Given the wide range of the forward market price assumptions,
please tell us your consideration of disclosing the  weighted average of the forward market
prices , similar to the illustration provided in ASC 820 -10-55-103, and your basis for
calculating the weighted  average.   Please also tell us what  consideration was given to
providing a narrative description of the sensitivity of the fair value measurement to changes
in unobservable inputs.   Please refer to ASC 820 -10-50-2(bbb)  and (g).

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   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 responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 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

Brian X. Tierney
American Electric Power Company, Inc.
 April 30, 2014
 Page 3

  the company 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.

You may contact Ta Tanisha Meado ws, Staff Accountant , at (202) 551 -3322  or me at
(202) 551 -3344 if you have questions regarding comments on the financial statements and
related matters.

Sincerely,

 /s/ William H. Thompson

William H. Thompson
Accounting Branch Chief

cc:  Joseph M. Buonaiuto, Controller  and Chief Accounting Officer

May 22, 2012

Via E -mail
Brian X. Tierney
Executive Vice President and Chief Financial Officer
American Electric Power Company, Inc.
1 Riverside Plaza
Columbus, Ohio 43215

Re: American Electric Power Company, Inc.
Form 8-K
Filed April 20, 2012
File No. 1 -3525

Dear Mr. Tierney :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the C ommission from taking
any action with respect to the company or the filing and the company 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.  We ur ge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ William H. Thompson

William H. Thompson
Accounting Branch Chief

cc:  David M. Feinberg
 Senior Vice President, General Counsel and Secretary

CORRESP
1
filename1.htm

    Unassociated Document

Securities and Exchange Commission

Division of Corporate Finance

100 F. Street NE

Washington, D. C.  20549

May 18, 2012

RE:      American Electric Power Company, Inc.

Form 8-K

Filed April 20, 2012

File No.  1-3525

Responses to the comment letter dated May 4, 2012 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the above-captioned Report is provided herewith, including the text of the Staff’s comments.

Form 8-K filed April 20, 2012

Exhibit 99.1

1.  Your discussion focuses on ongoing earnings, a non-GAAP measure. Whenever one or more non-GAAP measures is discussed, Item 10(e)(i)(A) requires inclusion of the most directly related GAAP measure with equal or greater prominence. Refer to Instruction 2 of Item 2.02 of Form 8K and Item 10(e)(i)(A) of Regulation S-K. In addition, you present full non-GAAP utility operation income statements. Presenting a full non-GAAP income statement may attach undue prominence to the non-GAAP information. Refer to Question 102.10 of our Compliance and Disclosure Interpretations related to non-GAAP Financial Measures. Please tell how you plan to consider the above referenced guidance in future earnings discussions.

Response:

In future earnings discussions, whenever we have material differences between ongoing and GAAP earnings, we will continue to explain the differences. In our Summary Ongoing Results By Segment, we will present the information on a GAAP basis and ongoing basis, and reconcile and explain the differences. We will no longer present a non-GAAP utility operation statement, but we will include a discussion of Utility Gross Margin. To the extent there are differences between GAAP and ongoing measure of gross margin, we will reconcile and explain the differences. The GAAP basis information will have equal or greater prominence.

*           *           *           *           *           *

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 (614-716-2821) with any questions you may have regarding our responses.

Very truly yours,

/s/ Joseph M. Buonaiuto

Joseph M. Buonaiuto

Chief Accounting Officer

cc:        William H. Thompson, Accounting Branch Chief

Adam Phippen, Staff Accountant

Brian X. Tierney, Executive Vice President and Chief Financial Officer

David M. Feinberg, Senior Vice President, General Counsel and Secretary

May 4, 2012
 Via E-mail

Brian X. Tierney Executive Vice President and Chief Financial Officer American Electric Power Company, Inc. 1 Riverside Plaza Columbus, Ohio 43215
Re: American Electric Power Company, Inc.
Form 8-K Filed April 20, 2012 File No. 1-3525

Dear Mr. Tierney:
 We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with informati on so we may better understand your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comment applies to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to this comment, we may have additional comments.

Form 8-K filed April 20, 2012

 Exhibit 99.1

1. Your discussion focuses on ongoing earnings, a non-GAAP measure.  Whenever one or
more non-GAAP measures is discussed, Item 10(e)(i)(A) of Regul ation S-K  requires
inclusion of the most directly  related GAAP measure with eq ual or greater prominence.
Refer to Instruction 2 of Item 2.02 of Form 8-K and Item 10(e)(i)(A) of Regulation S-K.
In addition, you present full non-GAAP utility op eration income statements.  Presenting a
full non-GAAP income statement may atta ch undue prominence to the non-GAAP
information.  Refer to Question 102.10 of our Compliance and Disclosu re Interpretations
related to Non-GAAP Financial Measures.  Pl ease tell how you plan  to consider the
above referenced guidance in future earnings discussions.
  We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of

Brian X. Tierney American Electric Power Company, Inc. May 4, 2012 Page 2

 1934 and all applicable Exchange Act rules requir e.  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 responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 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

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Adam Phippe n, Staff Accountant, at ( 202) 551-3336 or me at (202)
551-3344 if you have questions regarding our comment or any other questions.

Sincerely,
    /s/ Jim Allegretto for
 William H. Thompson
Accounting Branch Chief
  cc:  David M. Feinberg  Senior Vice President, Ge neral Counsel and Secretary

August 30, 2010
 Michael G. Morris Chief Executive Officer American Electric Power Company, Inc. Appalachian Power Company Ohio Power Company 1 Riverside Plaza Columbus, Ohio  43215

Re: American Electric Power Company, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2009 Filed February 26, 2010 Definitive Proxy Statement on Schedule 14A Filed March 15, 2010 File No. 001-03525  Appalachian Power Company Form 10-K for the Fiscal Year Ended December 31, 2009 Filed February 26, 2010 Definitive Information St atement on Schedule 14A
Filed March 19, 2010 File No. 001-03457  Ohio Power Company Form 10-K for the Fiscal Year Ended December 31, 2009
Filed February 26, 2010
Definitive Information St atement on Schedule 14A
Filed March 19, 2010 File No. 001-06543  Columbus Southern Power Company  Form 10-K for the Fiscal Year Ended December 31, 2009 Filed February 26, 2010 File No. 001-06543  Indiana Michigan Power Company  Form 10-K for the Fiscal Year Ended December 31, 2009 Filed February 26, 2010 File No. 001-06543

Michael G. Morris
American Electric Power Company, Inc. August 30, 2010 Page 2

Public Service Company of Oklahoma
Form 10-K for the Fiscal Year Ended December 31, 2009 Filed February 26, 2010 File No. 001-06543  Southwestern Electric Power Company  Form 10-K for the Fiscal Year Ended December 31, 2009 Filed February 26, 2010 File No. 001-06543
Dear Mr. Morris:

We have completed our review of your fili ngs and do not have any further comments at
this time.
Sincerely,

H. Christopher Owings Assistant Director

CORRESP
1
filename1.htm

    commentletterresponse8242010.htm

Securities and Exchange Commission

Division of Corporate Finance

100 F. Street NE

Washington, D. C.  20549

August 24, 2010

RE:      American Electric Power Company, Inc.

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

Filed February 26, 2010

Definitive Proxy Statement on Schedule 14A

Filed March 15, 2010

File No.  001-03525

Appalachian Power Company

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

Filed February 26, 2010

Definitive Information Statement on Schedule 14A

Filed March 19, 2010

File No. 001-03457

Ohio Power Company

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

Filed February 26, 2010

Definitive Information Statement on Schedule 14A

Filed March 19, 2010

File No.  001-06543

Columbus Southern Power Company

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

Filed February 26, 2010

File No.  001-06543

Indiana Michigan Power Company

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

Filed February 26, 2010

File No. 001-06543

Public Service Company of Oklahoma

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

Filed February 26, 2010

File No.  001-06543

Southwestern Electric Power Company

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

Filed February 26, 2010

File No.  001-06543

Responses to the comment letter dated August 10, 2010 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the above-captioned Reports are provided herewith, including the text of the Staff’s comments.

General

1.  We note the acknowledgements provided by American Electric Power Company, Inc. in the penultimate paragraph in your response letter.  Please also provide such acknowledgements from each of Appalachian Power Company, Ohio Power Company, Columbus Southern Power Company, Indiana Michigan Power Company, Public Service Company of Oklahoma and Southwestern Electric Power Company.

Response:

We have provided the acknowledgements of American Electric Power Company, Inc., Appalachian Power Company, Ohio Power Company, Columbus Southern Power Company, Indiana Michigan Power Company, Public Service Company of Oklahoma and Southwestern Electric Power Company as you requested.

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

Exhibit 13. 2009 Annual Reports

American Electric Power Company, Inc. and Subsidiary Companies

Consolidated Financial Statements, page A-40

Notes to Consolidated Financial Statements, page A-46

Note 14.  Financing Activities, page A-116

Dividend Restrictions, page A -119

2.  We reviewed your response to comment six in our letter dated June 24, 2010.  We understand that in considering paragraphs (e)(3)(i) and (ii) of Rule 4-08 of Regulation S-X and Schedule I required by Rule 5-04 of Regulation S-X you concluded that restricted net assets include the par value of common stock, preferred stock and restricted retained earnings per debt agreements.  Rule 4-08 (e)(3) requires the determination of restricted net assets, as opposed to restricted retained earnings, of consolidated and unconsolidated subsidiaries and the parent’s equity in undistributed earnings of 50% or less owned persons accounted for by the equity method.  Considering the leverage restrictions contained in the credit agreements of your subsidiaries, please reconsider whether your computation of restricted net assets complies with paragraphs (e)(3) of Rule 4-08 and whether you should provide the disclosures required by paragraphs (e)(3)(i) and (ii) of Rule 4-08 of Regulation S-X and Schedule I required by Rule 5-04 of Regulation S-X.  If you believe your computation of restricted net assets complies with Rule 4-08(e)(3) of Regulation S-X please advise in further detail.

Response:

Based on the computations of restricted net assets under Rule 4-08(e)(3) of Regulation S-X, in future filings beginning with AEP’s 2010 Form 10-K, AEP will provide the information required by Rules 4-08 and 12-04 of Regulation S-X.

In addition, beginning with AEP’s Form 10-Q for the period ended September 30, 2010, AEP will include footnote disclosures similar to the following:

“Most of our public utility subsidiaries have revolving credit agreements that contain a covenant that limits their debt to total capitalization ratio to 67.5%. At December 31, 2009, the amount of restricted net assets of AEP’s subsidiaries that may not be distributed to AEP in the form of a loan, advance or dividend was approximately $7 billion.  However, none of AEP’s retained earnings were restricted for the purpose of the payment of dividends.  We do not believe restrictions related to our various financing arrangements, charter provisions and regulatory requirements will have any significant impact on AEP’s liquidity or our ability to pay dividends on our common stock.”

Appalachian Power Company Definitive Information Statement on Schedule 14C

Ohio Power Company Definitive Information Statement on Schedule 14C

3.  We note your response to comment 17 in our letter dated June 24, 2010 and understand that AEP has the voting power sufficient to elect the directors of APC and OPC.  However, please revise your disclosure to describe the process by which the boards of directors of each of APC and OPC identify and evaluate nominees for director.

Response:

In future filings, we will describe the process by which the boards of directors of the subsidiaries identify and evaluate nominees for director. The subsidiaries will provide disclosure similar to the following:

“The Company does not have a nominating committee. American Electric Power Company, Inc. (“AEP”) owns all of the common stock of the Company. Therefore, the Company’s board has not established a separate nominating committee and does not accept proposals from preferred shareholders regarding director nominees. The chairman of the board of AEP is also the chairman of the board of the Company. The full board, with input from the Company’s chairman, identifies and proposes candidates for director nominees for the Company. The board evaluates the candidates based on the requirements set forth in the Company’s bylaws.”

*           *           *           *           *           *

American Electric Power Company, Inc., Appalachian Power Company, Ohio Power Company, Columbus Southern Power Company, Indiana Michigan Power Company, Public Service Company of Oklahoma and Southwestern Electric Power Company (the “AEP Companies”) acknowledge that: (i) they are responsible for the adequacy and accuracy of the disclosure in their filings; (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 filings; and (iii) the AEP Companies 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 (614-716-2821) with any questions you may have regarding our responses relating to the financial statements and related matters. Please contact Thomas G. Berkemeyer, Associate General Counsel, at (614) 716-1648 with any other questions.

Very truly yours,

/s/ Joseph M. Buonaiuto

Joseph M. Buonaiuto

Chief Accounting Officer

cc:       William Thompson, Accounting Branch Chief

Adam Phippen, Staff Accountant

Lilyanna L. Peyser, Attorney Advisor

Brigitte Lippmann, Special Counsel

August 10, 2010
 Michael G. Morris Chief Executive Officer American Electric Power Company, Inc. Appalachian Power Company Ohio Power Company 1 Riverside Plaza Columbus, Ohio  43215

Re: American Electric Power Company, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2009 Filed February 26, 2010 Definitive Proxy Statement on Schedule 14A Filed March 15, 2010 File No. 001-03525  Appalachian Power Company Form 10-K for the Fiscal Year Ended December 31, 2009 Filed February 26, 2010 Definitive Information St atement on Schedule 14A
Filed March 19, 2010 File No. 001-03457  Ohio Power Company Form 10-K for the Fiscal Year Ended December 31, 2009
Filed February 26, 2010
Definitive Information St atement on Schedule 14A
Filed March 19, 2010 File No. 001-06543  Columbus Southern Power Company  Form 10-K for the Fiscal Year Ended December 31, 2009 Filed February 26, 2010 File No. 001-06543  Indiana Michigan Power Company  Form 10-K for the Fiscal Year Ended December 31, 2009 Filed February 26, 2010 File No. 001-06543  Public Service Company of Oklahoma  Form 10-K for the Fiscal Year Ended December 31, 2009

Michael G. Morris
American Electric Power Company, Inc. Appalachian Power Company Ohio Power Company August 10, 2010 Page 2

Filed February 26, 2010 File No. 001-06543  Southwestern Electric Power Company  Form 10-K for the Fiscal Year Ended December 31, 2009 Filed February 26, 2010 File No. 001-06543
Dear Mr. Morris:

We have reviewed your responses and ha ve the following comments.  You should
comply with the comments in all future filings, as applicable.  Please confirm in writing that you will do so and also explain to us in sufficient de tail for an understanding of the disclosure how
you intend to comply by providing us with your proposed revisions.  In some of our comments,
we may ask you to provide us with informati on so we may better unders tand your disclosure.

Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us why in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.

General

1. We note the acknowledgements provided by Am erican Electric Power Company, Inc. in
the penultimate paragraph in  your response letter.  Pl ease also provide such
acknowledgements from each of Appalachian Power Company, Ohio Power Company, Columbus Southern Power Company, Indiana Michigan Power Company, Public Service Company of Oklahoma and Southwestern Electric Power Company.

Michael G. Morris
American Electric Power Company, Inc. Appalachian Power Company Ohio Power Company August 10, 2010 Page 3

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

 Exhibit 13. 2009 Annual Reports

 American Electric Power Company, Inc. and Subsidiary Companies

 Consolidated Financial Statements, page A-40

 Notes to Consolidated Financial Statements, page A-46

 Note 14. Financing Activities, page A-116

Dividend Restrictions, page A-119
2. We reviewed your response to comment six in our letter dated June 24, 2010.  We
understand that in considering paragraphs (e)( 3)(i) and (ii) of Rule  4-08 of Regulation S-
X and Schedule I required by Rule 5-04 of Regul ation S-X you conclude d that restricted
nets assets include the par value of common st ock, preferred stock and restricted retained
earnings per debt agreements.  Rule 4-08(e)(3) requires the determination of restricted net
assets, as opposed to restri cted retained earnings, of c onsolidated and unconsolidated
subsidiaries and the parent’s  equity in undistributed ear nings of 50% or less owned
persons accounted for by the equity method.  Considering the leve rage restrictions
contained in the credit agreements of your s ubsidiaries, please reconsider whether your
computation of restricted net assets comp lies with paragraph (e)(3) of Rule 4-08 and
whether you should provide the disclosures re quired by paragraphs (e)(3)(i) and (ii) of
Rule 4-08 of Regulation S-X a nd Schedule I required by Rule 5- 04 of Regulation S-X.  If
you believe your computation of restricted net assets complies with Rule 4-08(e)(3) of
Regulation S-X please advise in further detail.

Appalachian Power Company Definitive Information Statement on Schedule 14C
Ohio Power Company Definitive Information Statement on Schedule 14C
 Director Nomination Process, page 4

3. We note your response to comment 17 in our  letter dated June 24, 2010 and understand
that AEP has the voting power sufficient to  elect the directors of APC and OPC.
However, please revise your disclosure to describe the process by which the boards of
directors of each of APC and OPC identify and evaluate nominees for director.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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.

Michael G. Morris
American Electric Power Company, Inc. Appalachian Power Company Ohio Power Company August 10, 2010 Page 4

You may contact Adam Phi ppen, Staff Accountant, at (202) 551-3336 or Bill Thompson,
Accounting Branch Chief, at (202) 551-3344 if you have questions regarding comments on the
financial statements and related matters.  Please contact Lilyanna L. Peyser , Attorney Advisor, at
(202) 551-3222, Brigitte Lippmann, Special Coun sel, at (202) 551-3713, or me at (202) 551-
3720 with any other questions.
Sincerely,

H. Christopher Owings Assistant Director

CORRESP
1
filename1.htm

    commentletter07162010.htm

Securities and Exchange Commission

Division of Corporate Finance

100 F. Street NE

Washington, D. C.  20549

July 16, 2010

RE:       American Electric Power Company, Inc.

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

Filed February 26, 2010

Definitive Proxy Statement on Schedule 14A

Filed March 15, 2010

File No.  001-03525

Appalachian Power Company

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

Filed February 26, 2010

Definitive Information Statement on Schedule 14A

Filed March 19, 2010

File No. 001-03457

Ohio Power Company

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

Filed February 26, 2010

Definitive Information Statement on Schedule 14A

Filed March 19, 2010

File No.  001-06543

Columbus Southern Power Company

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

Filed February 26, 2010

File No.  001-06543

Indiana Michigan Power Company

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

Filed February 26, 2010

File No. 001-06543

Public Service Company of Oklahoma

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

Filed February 26, 2010

File No.  001-06543

Southwestern Electric Power Company

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

Filed February 26, 2010

File No.  001-06543

Responses to the comment letter dated June 24, 2010 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the above-captioned Reports are provided herewith, including the text of the Staff’s comments.

General

1. Please include page numbers in all of your filings.

Response:

In future filings, we will include page numbers in our HTML documents.  We will also submit a PDF document as we have in past filings.  Our HTML conversion software can cause page numbers to differ from the page numbers in our PDF documents.  We are currently working with our HTML software vendor to resolve this inconsistency.

American Electric Power Company, Inc.

Appalachian Power Company

Ohio Power Company

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

Item 7. Management’s Financial Discussion and Analysis of Results of Operations

Budgeted Construction Expenditures

2.  We note your statement that American Electric Power “forecast[s] approximately $2.2 billion of construction expenditures for 2010,” as well your disclosure that Appalachian Power Company and Ohio Power Company have budgeted construction expenditures of $381 million and $302 million, respectively, for 2010.  Please expand your disclosure to describe your material commitments for capital expenditures as of the end of the latest fiscal period, indicate the general purpose of such commitments, and describe any known material trends in your capital resources.  Refer to Item 303(a)(2) of Regulation S-K.

Response:

Material contractual commitments for capital expenditures as of December 31, 2009 are disclosed in the table on page A-20 labeled “Payments Due by Period”.  Footnote (h) to the line item “Construction Contracts for Capital Assets” explains that these are the amounts we are contractually obligated to pay as of December 31, 2009. These amounts are included in the $2.2 billion of forecasted capital expenditures on page A-19. Similar tables and disclosures for Appalachian Power Company (APCo) and Ohio Power Company (OPCo) are included on pages B-9 and E-9, respectively.

The $381 million and $302 million disclosure on page I-2 of budgeted construction expenditures for 2010 for APCo and OPCo, respectively, are included in the $2.2 billion AEP consolidated total on page A-19.  As shown on pages B-9 and E-9, APCo and OPCo have 2010 construction commitments of $76 million and $53 million, respectively, which are included in their 2010 budgeted construction expenditures of $381 million and $302 million, respectively.

In “BUDGETED CONSTRUCTION EXPENDITURES” on page A-19, we state that construction expenditures will be funded through cash flows from operations and financing activities.  In the “LIQUIDITY” section on pages A-14, we discuss our sources of short-term and long-term funding.  In the “SIGNIFICANT FACTORS” section on pages A-23 through A-27, we describe the potential significant regulatory and environmental factors impacting our future capital expenditures.

The general purpose of such construction contracts is to arrange for the timely, fixed price construction of capital assets such as generation stations, transmission lines and environmental controls.  In future Form 10-K filings, we will expand our disclosure to provide in more detail, the nature and general purpose of such major construction commitments.

Exhibit 13. 2009 Annual Reports

American Electric Power Company, Inc. and Subsidiary Companies

Consolidated Financial Statements, page A-40

Notes to Consolidated Financial Statements, page A-46

Note 1.  Organization and Summary of Significant Accounting Policies, page A-46

Summary of Significant Accounting Policies, page A-46

Revenue Recognition, page A-54

Traditional Electricity Supply and Delivery Activities, page A-54

3.  We note that you and AEP East companies generally report power sales and purchases in the PJM region on a net basis as revenues, except in circumstances where purchases are made to serve retail load which are recorded on a gross basis as purchased electricity for resale.  Please tell us how you apply these accounting policies and determine when to report transactions on a net or gross basis, including whether purchases and sales are netted on an hourly, daily, monthly or other basis.  Please contrast your policy to predominate practice of load serving entities in the PJM region.  In addition, it seems as though a clarification of your disclosure and the disclosure in the notes to financial statements of registrant subsidiaries regarding these accounting policies may be appropriate to facilitate an understanding of the policies followed in recognizing transactions in the PJM region.  Please advise.

Response:

As excerpted from our footnote,

Most of the power produced at the generation plants of the AEP East companies is sold to PJM, the RTO operating in the east service territory.  We purchase power from PJM to supply our customers.  Generally, these power sales and purchases are reported on a net basis as revenues … However in 2009, there were times when we were a purchaser of power from PJM to serve retail load.  These purchases were recorded gross as Purchased Electricity for Resale…

The purchases of power in excess of sales to PJM were reported as Purchased Electricity for Resale in our Consolidated Statements of Income for hourly net purchases.

In future Form 10-K filings, AEP and its registrant subsidiaries will add this disclosure.

We reviewed Form 10-K disclosures for six utilities which have load serving entities within PJM.  Two of these utilities appeared to have similar operating structures as AEP.  Both Allegheny Energy, Inc. and PPL Corporation stated that transactions were reported on a net basis.  Based on our limited review of this publicly available information, we were unable to determine the accounting methods used by other utilities.

Earnings per Share (EPS), page A-60

4.  Please tell us how you apply the treasury stock method in light of your disclosure that outstanding stock options were not included in the computation of diluted earnings per share because option exercise prices were greater than the year-end market price of your common shares and why your accounting policy complies with ASC 260-10-45-23.

Response:

AEP applies the treasury stock method specified in ASC 260-10-45-23 on an award-by-award basis.  ASC 260-10-45-25 states, in part: “Options and warrants will have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options or warrants (they are in the money).”  In accordance with this guidance, AEP applies the treasury stock method using an average market price during the period.  For AEP’s 2009 EPS calculation, AEP’s average stock price was $32.34 per share and its exercise prices for non-dilutive stock options outstanding ranged from $35.63 to $49.00 per share.  In our 2009 Report on Form 10-K, we disclosed the following:

Options to purchase 452,216, 470,016 and 83,150 shares of common stock were outstanding at December 31, 2009, 2008 and 2007, respectively, but were not included in the computation of diluted earnings per share attributable to AEP common shareholders.  Since the options’ exercise prices were greater than the year-end market price of the common shares, the effect would be antidilutive.

In future filings, we will revise our disclosure to state that stock options are not included in the computation of diluted earnings per share when the exercise price is greater than the average market price during the period.

Note 6. Commitments, Guarantees and Contingencies, page A-77

5.  Please tell us your estimate of the possible loss or range of loss, and what amounts, if any, you and the registrant subsidiaries accrued with respect to each of the environmental and operating contingencies that had not been settled as of December 31, 2009.  Please also tell us why disclosure of estimates of possible losses or range of losses or stating that such estimates cannot be made is not provided.  Please refer to ASC 450-20-50-4.

Response:

At December 31, 2009, the following matters discussed in Note 6 were not settled and we cannot predict the ultimate outcome of such litigation against AEP. We are also unable to estimate a range of loss.

§

Federal EPA Complaint and Notice of Violation

§

SWEPCo Notice of Enforcement and Notice of Citizen Suit

§

Carbon Dioxide Public Nuisance Claims

§

Alaskan Villages’ Claims

§

Coal Transportation Rate Dispute – affecting PSO

At December 31, 2009, AEP had total reserves of $493 million recorded related to litigation and contingencies as follows:

(in millions)

Enron Bankruptcy related to Bank of America

$
441

CERCLA Superfund related to MDEQ claim

10

Other

42

Balance as of December 31, 2009

$
493

Other consists primarily of recorded liabilities related to uncertainties associated with the Fort Wayne Lease, the Natural Gas Markets Lawsuits, the FERC Long-term Contracts and accruals for various other miscellaneous matters.  None of the reserves for contingencies contained in Other are material in total or individually to AEP or any of its subsidiary registrants.

In future filings, we will state that we are unable to estimate a loss or range of losses for each applicable matter.

Note 14.  Financing Activities, page A-116

Dividend Restrictions, page A -119

6.  Please tell us what consideration you and the registrant subsidiaries gave to describing the most significant restrictions on the payment of dividends contained in financing arrangements, charter provisions and/or federal and state regulatory actions and their pertinent provisions rather than the brief disclosures presently provided.  Refer to paragraph (e)(1) of Rule 4-08 of Regulation S-X.  In addition please tell us how you determine the restricted net assets of consolidated subsidiaries in assessing whether the disclosures required by paragraphs (e)(3)(i) and (ii) of Rule 4-08 of Regulation S-X and Schedule I required by Rule 5-04 of Regulation S-X should be provided.  In doing so, please discuss in detail the restrictions imposed by the Federal Power Act and state public utility regulators, the leverage restrictions contained in subsidiary credit agreements and any restrictions related to the spent nuclear fuel and decommissioning trust assets.

Response:

We typically consider the following sources of restrictions on dividends in formulating our disclosure:  state corporate codes, provisions in the articles of incorporation, by-laws or other similar organizational documents, leverage ratio covenants contained in debt agreements or similar instruments, and, for our electric utility subsidiaries, the Federal Power Act and rules relating to state utility commissions.

In considering paragraphs (e)(3)(i) and (ii) of Rule 4-08 of Regulation S-X and Schedule I required by Rule 5-04 of Regulation S-X, our restricted net assets include the par value of common stock, preferred stock and restricted retained earnings per our debt agreements.  AEP’s restricted net assets were 14.4%, which was below the 25% threshold. Therefore, AEP did not need to file Schedule I.  None of the registrant subsidiaries’ restricted net assets exceeded 25%.

We also considered the following restrictions:

AEP Dividend Restrictions

The holders of our common stock are entitled to receive the dividends declared by our board of directors provided funds are legally available for such dividends.

New York law provides that dividends may be declared or paid either out of surplus, so that the net assets of the corporation remaining after such declaration, payment or distribution shall at least equal the amount of its stated capital, or, in case there shall be no such surplus, out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.

AEP issued $315 million aggregate principal amount of junior subordinated debentures (the “Junior Subordinated Debentures”). We have the option to defer interest payments on our Junior Subordinated Debentures for one or more periods of up to 10 consecutive years per period. During any period in which we defer interest payments, we may not declare or pay any dividends or distributions on, or redeem, repurchase or acquire, our common stock. We do not anticipate any deferral of those interest payments in the foreseeable future.

Our ability to pay dividends could also be limited by the leverage restrictions in our credit agreements which have substantially identical terms.  The credit agreements contain certain covenants and require us to maintain our percentage of consolidated debt to total capitalization at a level that does not exceed 67.5%.  The payment of cash dividends generally results in an increase in the percentage of debt to total capitalization of the company distributing the dividend.  The method for calculating outstanding debt and other capital is contractually defined in the credit agreements.  As of December 31, 2009, none of our retained earnings were restricted by these leverage restrictions for the purpose of the payment of dividends.

Dividend Restrictions on Utility Subsidiaries

Federal Power Act

Section 305 of the Federal Power Act prohibits each of our utility subsidiaries from participating "in the making or paying of any dividends of such public utility from any funds properly included in capital account." The term “capital account” is not defined in the Federal Power Act or its regulations.  We understand “capital account” to mean the par value of the common stock multiplied by the number of shares outstanding.  Dividends paid solely out of retained earnings do not violate Section 305 of the Federal Power Act.  Additionally, Sections 202-204 of the Federal Power Act create a reserve on earnings attributable to hydro-electric generating plants.  Because of its ownership of such plants, this reserve applies to Appalachian Power Company (APCo) , Indiana Michigan Company (I&M) and Ohio Power Company (OPCo) in immaterial amounts.

As discussed below, APCo’s dividends are subject to restriction by the Virginia State Corporate Commission (the “VSCC”).  None of our other utility subsidiaries are restricted by their respective state commissions.

APCo

The Articles of Incorporation of APCo restrict its ability to declare dividends or distributions on the common stock if the ratio of common stock equity to total capitalization is, or after such dividend would be, below 25%.  Virginia corporation law prohibits a corporation from payi

CORRESP
1
filename1.htm

    seccorrespondence07082010.htm

Lilyanna L. Peyser

Attorney Advisor

Securities and Exchange Commission

Division of Corporate Finance

100 F. Street NE

Washington, D. C.  20549

July 8, 2010

RE:     American Electric Power Company, Inc.

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

Filed February 26, 2010

Definitive Proxy Statement on Schedule 14A

Filed March 15, 2010

File No.  001-03525

Appalachian Power Company

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

Filed February 26, 2010

Definitive Information Statement on Schedule 14A

Filed March 19, 2010

File No. 001-03457

Ohio Power Company

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

Filed February 26, 2010

Definitive Information Statement on Schedule 14A

Filed March 19, 2010

File No.  001-06543

Columbus Southern Power Company

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

Filed February 26, 2010

File No.  001-06543

Indiana Michigan Power Company

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

Filed February 26, 2010

File No. 001-06543

Public Service Company of Oklahoma

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

Filed February 26, 2010

File No.  001-06543

Southwestern Electric Power Company

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

Filed February 26, 2010

File No.  001-06543

This letter confirms our conversation today and grants the companies an extension through July 16, 2010 to respond to the SEC comments. Please do not hesitate to call me (614-716-1648) with any questions you may have regarding this.

Very truly yours,

/s/ Thomas G. Berkemeyer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
        June 24, 2010
 Michael G. Morris Chief Executive Officer American Electric Power Company, Inc. Appalachian Power Company Ohio Power Company 1 Riverside Plaza Columbus, Ohio  43215

Re: American Electric Power Company, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2009 Filed February 26, 2010 Definitive Proxy Statement on Schedule 14A Filed March 15, 2010 File No. 001-03525  Appalachian Power Company Form 10-K for the Fiscal Year Ended December 31, 2009 Filed February 26, 2010 Definitive Information St atement on Schedule 14A
Filed March 19, 2010 File No. 001-03457  Ohio Power Company Form 10-K for the Fiscal Year Ended December 31, 2009 Filed February 26, 2010 Definitive Information St atement on Schedule 14A
Filed March 19, 2010 File No. 001-06543  Columbus Southern Power Company  Form 10-K for the Fiscal Year Ended December 31, 2009 Filed February 26, 2010 File No. 001-06543  Indiana Michigan Power Company  Form 10-K for the Fiscal Year Ended December 31, 2009 Filed February 26, 2010 File No. 001-06543

Michael G. Morris
American Electric Power Company, Inc. Appalachian Power Company Ohio Power Company June 24, 2010 Page 2
Public Service Company of Oklahoma
Form 10-K for the Fiscal Year Ended December 31, 2009 Filed February 26, 2010 File No. 001-06543  Southwestern Electric Power Company  Form 10-K for the Fiscal Year Ended December 31, 2009 Filed February 26, 2010 File No. 001-06543
Dear Mr. Morris:

We have reviewed your filings and ha ve the following comments.  You should
comply with the comments in all future filings, as applicable.  Please confirm in writing that you will do so and also explain to us in su fficient detail for an understanding of the
disclosure how you intend to comply by providing us with your proposed revisions.  In some
of our comments, we may ask you to provide  us with information so we may better
understand your disclosure.
Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circumstances, please tell us why in your
response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.   General

1. Please include page numbers in all of your filings.

Michael G. Morris
American Electric Power Company, Inc. Appalachian Power Company Ohio Power Company June 24, 2010 Page 3  American Electric Power Company, Inc.

Appalachian Power Company
Ohio Power Company
 Form 10-K for the Fiscal Year Ended December 31, 2009

 Item 7. Management’s Financial Discussion and Analysis of Results of Operations

 Budgeted Construction Expenditures

2. We note your statement that American El ectric Power “forecast[s] approximately
$2.2 billion of construction expenditures fo r 2010,” as well your disclosure that
Appalachian Power Company and Ohio Po wer Company have budgeted construction
expenditures of $381 million and $302 milli on, respectively, for 2010.  Please expand
your disclosure to describe your material commitments for capital expenditures as of
the end of the latest fiscal period, indicat e the general purpose of such commitments,
and describe any known material trends in  your capital resources.  Refer to Item
303(a)(2) of Regulation S-K.
Exhibit 13. 2009 Annual Reports

American Electric Power Company, Inc. and Subsidiary Companies

Consolidated Financial Statements, page A-40

Notes to Consolidated Financial Statements, page A-46

Note 1. Organization and Summary of Si gnificant Accounting Policies, page A-46
Summary of Significant Acc ounting Policies, page A-46
Revenue Recognition, page A-54
Traditional Electricity Supply a nd Delivery Activities, page A-54
3. We note that you and AEP East compan ies generally report power sales and
purchases in the PJM region on a net basi s as revenues, except in circumstances
where purchases are made to serve retail lo ad which are recorded on a gross basis as
purchased electricity for resale.  Plea se tell us how you apply these accounting
policies and determine when to report transa ctions on a net or gr oss basis, including
whether purchases and sales are netted on an  hourly, daily, monthly or other basis.
Please contrast your policy to predominate pr actice of load serving entities in the PJM
region.  In addition, it seems as though a cl arification of your disclosure and the
disclosure in the notes to financial statem ents of registrant subsidiaries regarding

Michael G. Morris
American Electric Power Company, Inc. Appalachian Power Company Ohio Power Company June 24, 2010 Page 4
these accounting policies may be appropriate  to facilitate an understanding of the
policies followed in recogni zing transactions in the P JM region.  Please advise.

Earnings per Share (EPS), page A-60

4. Please tell us how you apply the treasury st ock method in light of your disclosure that
outstanding stock options were  not included in the computation of diluted earnings
per share because option exercise prices we re greater than the year-end market price
of your common shares and why your acc ounting policy complies with ASC 260-10-
45-23.

Note 6. Commitments, Guarantees and Contingencies, page A-77
5. Please tell us your estimate of the possible loss or range of loss, and what amounts, if
any, you and the registrant subsidiaries accrued with respect to each of the
environmental and operating contingencies th at had not been settled as of December
31, 2009.  Please also tell us why disclosure of estimates of possible losses or range
of losses or stating that such estimates ca nnot be made is not pr ovided.  Please refer
to ASC 450-20-50-4.

Note 14. Financing Activities, page A-116
Dividend Restrictions, page A-119
6. Please tell us what consideration you a nd the registrant subsidiaries gave to
describing the most significant restrictions on the payment of dividends contained in
financing arrangements, charter provisions an d/or federal and stat e regulatory actions
and their pertinent provisions rather than the brief disc losures presently provided.
Refer to paragraph (e)(1) of Rule 4-08 of Re gulation S-X.  In a ddition, please tell us
how you determine the restricted net assets of  consolidated subsidiaries in assessing
whether the disclosures requi red by paragraphs (e)(3)(i) and (ii) of Rule 4-08 of
Regulation S-X and Schedule I required by Rule 5-04 of Regulation S-X should be
provided.  In doing so, please discuss in deta il the restrictions imposed by the Federal
Power Act and state public utility regulators , the leverage restrictions contained in
subsidiary credit agreements and any restric tions related to the sp ent nuclear fuel and
decommissioning trust assets.

Michael G. Morris
American Electric Power Company, Inc. Appalachian Power Company Ohio Power Company June 24, 2010 Page 5  Note 16. Property, Plant and Equipment, page A-127

Jointly-owned Electric Facilities, page A-129
7. We note your disclosure under investing activities on page A-17 that you sold a
portion of the Turk plant to joint owners in 2009.  Please tell us why your ownership
percentage and the owners hip percentage of SWEPCo remained unchanged.

Notes to Financial Statements of Registrant Subsidiaries, page H-1

Note 1. Organization and Summary of Si gnificant Accounting Policies, page H-2
Inventory, page H-4
8. Please tell us why you characterized app lication of the accounting guidance for the
fuel operations of OPCo and CSPCo as a result of the implementation of FAC in
Ohio as a change in their inventory valu ation method from the lower of cost or
market to average cost.  Please also tell us whether you filed the letter required by
Item 601(b)(18) or why no such letter need be filed.

Note 8. Benefit Plans, page H-41
9. Please tell us whether the re gistrant subsidiaries account for their partic ipation in the
AEP sponsored pension and OPEB plans as mu ltiple-employer plans.  Please also tell
us whether the actuarially computed oblig ation and plan asse ts and net periodic
pension cost for each of the registrant subs idiaries is based on actuarial computations
and return on plan assets.  In addition, pl ease explain to us why each of the registrant
subsidiaries does not provide the same di sclosures as the sponsor of a single-
employer plan.  Specifically address disclosu re of: (i) reconcilia tions of the beginning
and ending balances of benef it obligations; (ii) reconci liations of the beginning and
ending balances of the fair value of plan  assets; (iii) the f unded status and the
amounts recognized in the balance sheets; (i v) the accumulated benefits obligation for
defined benefit plans; and (v) contributions ex pected to be paid to the plans during the
next five years.

American Electric Power Company, Inc. Definitive Proxy Statement on Schedule 14A
 Election of Directors, page 3

10. Please revise your disclosure to identif y Ms. Tucker’s principal occupation or
employment since 2008.

Michael G. Morris
American Electric Power Company, Inc. Appalachian Power Company Ohio Power Company June 24, 2010 Page 6  Transactions with Related Persons, page 16

11. We note that your directors and Corpor ate Governance Committee consider “all of
the relevant facts and circumstances in de termining whether or not to approve such
transaction” and approve “only those transactions that are in  the best interests of the
Company.”  Please expand your disclosure  to indicate whethe r the policies and
procedures used by your directors a nd Corporate Governance Committee in
determining whether to approve related part y transactions are in  writing and, if not,
how they are evidenced.  In addition, pl ease expand your disclosure to discuss the
standards to be applied and factors to be considered by your directors and Corporate
Governance Committee in determining whether a related party transaction is in the
“best interests of the Company.”  Refe r to Item 404(b) of Regulation S-K.
 The HR Committee’s Independent Co mpensation Consultant, page 52

12. We note that the HR Committee engaged Towers Perrin to provide recommendations
to the HR Committee regarding AEP’s executi ve compensation, and that that Towers
Perrin also performed actuarial and benefits  consulting services for the company for
$1,376,000 in 2009.  Please also disclose the aggr egate fees paid to Towers Perrin in
2009 for determining or recommending the amount or form of executive
compensation.   Also clarify whether the deci sion to engage Towers Perrin for these
other services was made, or recommende d, by management, and whether the HR
Committee or the board approved such other se rvices of Towers Perrin. Refer to Item
407(e)(3)(iii)(A) of Regulation S-K.  Pleas e also provide this disclosure for the
information statements on Schedule 14C fo r Appalachian Power Company and Ohio
Power Company.
 Appalachian Power Company Definitive Information Statement on Schedule 14C

 Ohio Power Company Definitive Information Statement on Schedule 14C

13. Please provide the disclosure  required by Item 404(b) of Regulation S-K.  In this
regard, we note that, while American El ectric Power’s Related Person Transaction
Approval Policy includes tr ansactions in which a subsidiary  of American Electric
Power is a participant, its definition of a “Related Person” includes only directors,
executive council members, Section 16 officer s and director nominees of American
Electric Power, shareholders in excess of 5%  of the total equity of American Electric
Power, and immediate family me mbers of the foregoing, but does not appear to
include similarly situated persons at the s ubsidiaries of American  Electric Power.
Please advise.

Michael G. Morris
American Electric Power Company, Inc. Appalachian Power Company Ohio Power Company June 24, 2010 Page 7  Election of Directors, page 2

 14. Please discuss the specific expe rience, qualifications, attributes  or skills that led to the
conclusion that each nominee should serve as a director.  Refer to Item 401(e)(1) of
Regulation S-K.

15. Please revise your disclosure to describe  the business experien ce of Mr. Morris and
Mr. Keane for the past five years, or clar ify your current disclosure by adding dates or
the duration of employment. Refer to Item 401(e) of Regulation S-K.

Governance Policies and Processes, page 4

 16. Please describe the board lead ership structure, and disclose  the board’s role in risk
oversight. Refer to Item 407(h) of Regulation S-K.

Director Nomination Process, page 4

17. We note that the full board identifies director nominees.  Please describe the board’s
process for identifying and evaluating nomin ees for director, and disclose whether,
and if so how, the board considers diversit y in identifying nominees for director.
Refer to Item 407(c)(2)(vi) of Regulation S-K.
 Compensation Discussion and Analysis, page 5

18. We note that you have not included any disc losure in response to Item 402(s) of
Regulation S-K.  Please advise us of the ba sis for your conclusion that disclosure is
not necessary and describe the process you undertook to reach that conclusion.

19. Please provide the disclosure required by Item 201(d) of Regula tion S-K.  Refer to
Item 12 of Form 10-K.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exchan ge Act rules require.  Since the company and
its management are in possession of all facts relating to a co mpany’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

In responding to our comments, please provi de a written statement from the company
acknowledging that:

Michael G. Morris
American Electric Power Company, Inc. Appalachian Power Company Ohio Power Company June 24, 2010 Page 8
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any act ion with respect to the filing; and

• the company 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.
  You may contact Adam Phippen, Sta ff Accountant, at (202) 551-3336 or Bill
Thompson, Accounting Branch Chief, at (202)  551-3344 if you have questions regarding
comments on the financial statements and related matters.  Please contact Lilyanna L. Peyser,
Attorney Advisor, at (202) 551-3222, Brigit te Lippmann, Special C ounsel, at (202) 551-
3713, or me at (202) 551-3720 with any other questions.
Sincerely,

H. Christopher Owings Assistant Director

Mail Stop 3561
January 7, 2008

By U.S. Mail and facsimile to (614) 716-1599

Michael G. Morris Chairman, President and Chief Executive Officer American Electric Power Company, Inc. 1 Riverside Plaza Columbus, OH  43215

Re: American Electric Power Company, Inc.
 Definitive 14A
Filed March 15, 2007
 File No. 1-03525

Dear Mr. Morris:
  We have completed our review of your executive compensation and related
disclosure, and we have no further comments at this time.
  Please note that the company is responsib le for the adequacy and accuracy of the
disclosure in its filing.  We  are not approving any proposed  disclosure you may have
included in your response lette r or any disclosure you include in your future filings in
response to our comments.

If you have any further questions regardi ng our review of your filing, please call
me at (202) 551-3238.          S i n c e r e l y ,            Ellie Quarles         S p e c i a l  C o u n s e l

 cc: Thomas G. Berkemeyer (via facsimile)  Associate General Counsel

CORRESP
1
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    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

Mail Stop 3561

December 6, 2007

By U.S. Mail and facsimile to (614) 716-1599

Michael G. Morris
Chairman, President and Chief Executive Officer
American Electric Power Company, Inc.
1 Riverside Plaza
Columbus, OH  43215

Re: American Electric Power Company, Inc.
 Definitive 14A
Filed March 15, 2007
 File No. 1-03525

Dear Mr. Morris:

We have reviewed your response letter  dated September 21, 2007 and have the
following comment.  Please respond to our comment by December 20, 2007 or tell us by
that time when you will provide us with a re sponse.  If the comment requests revised
disclosure in future filings, please confir m in writing that you will comply with the
comment in your future filings and also e xplain to us how you intend to comply.  We
welcome any questions you may have about our comment or any other aspect of our
review.

Compensation Program Design, 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 comment.

Michael G. Morris
American Electric Power Company, Inc.
December 6, 2007 Page 2
Please contact me at (202) 551-3238 with any questions.

        S i n c e r e l y ,

        Ellie Quarles
Special Counsel

cc: Thomas G. Berkemeyer (via facsimile)
 Associate General Counsel

CORRESP
1
filename1.htm

    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,

Mail Stop 3561

August 21, 2007

By U.S. Mail and facsimile to (614) 716-1599

Michael G. Morris
Chairman, President and Chief Executive Officer
American Electric Power Company, Inc.
1 Riverside Plaza
Columbus, OH  43215

Re: American Electric Power Company, Inc.
 Definitive 14A
Filed March 15, 2007
 File No. 1-03525

Dear Mr. Morris:

We have limited our review of your definitive proxy statement to your executive
compensation and other related disclosure a nd have the following comments.  Our review
of your filing is part of the Division’s focused review of executive compensation
disclosure.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your 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 me at the telephone number listed at the e nd of this letter.

 In some comments we have asked you to provide us with additional information so we may better understand your disclosure.  Pl ease do so within the time frame set forth
below.  You should comply with the remain ing comments in all future filings, as
applicable.  Please confirm in writing that you will do so and also explain to us how you
intend to comply.  Please unders tand that after ou r review of all of your responses, we
may raise additional comments.

 If you disagree with any of these commen ts, we will consider your explanation as
to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.

Michael G. Morris
American Electric Power Company, Inc.
August 21, 2007 Page 2
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 impl ement 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 It em 402(b)(2)(vii) of Regulation S-K.
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 fo rth 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 understa nd the disclosure you have provided.

Compensation Program Design, page 21
3. You indicate that the human resources co mmittee 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 in creased or decreased the amount of
compensation awarded based upon its review of the tally sheet information.
4. Please discuss fully how each compensation element and the registrant’s decisions regarding that element fit into your ov erall compensation objectives and affect
decisions regarding other elements.  S ee Item 402(b)(1)(vi) of Regulation S-K.
Please discuss how decisions regarding gr anting additional years of credit under
retirement plans and granting continuing credits to Mr. Morris at the maximum
rate affect decisions relating to othe r components of compensation.  Also, Mr.
Morris had a significant amount of restrict ed stock, restricted stock units and
performance units that vested in 2006.  To the extent material, discuss how
amounts realizable from prior compensa tion are considered in setting other
elements of compensation.  See Item 402(b)(2)(x) of Regulation S-K.
5. Please discuss fully the role of ex ecutive 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 a ny other compensation consultant who

Michael G. Morris
American Electric Power Company, Inc.
August 21, 2007 Page 3
influenced your executive compensati on and the amount of input the chief
executive officer had in deve loping compensation packages.

Compensation Peer Group, page 23
6. To the extent you engage in benchmarking against industry-specific compensation surveys, please disclose the human res ources committee’s analysis of the survey
information in materially complete detail, including the identity of these companies.  See Item 402(b)(2 )(xiv) of Regulation S-K.

Annual Incentive Compensation, page 24
7. Please discuss how you determine the amount  and, where applicable, the formula
for each element to pay.  See Item 402(b)(1)(v) of Regulation S-K.  The discussion regarding the se nior officer annual incentive compensation plan is
difficult to understand.  For example, it is unclear how you use the earnings per share score and the earnings per share m odifier and what the various percentages
signify regarding the performance categories you have disclosed.

Long-Term Incentive Compensation, page 27
8. Please provide analysis about how you determine the amount and, where applicable, the formula for each elemen t to pay.  See Item 402(b)(1)(v) of
Regulation S-K.  You should explai n how the human resources committee
determines the amount of performance units earned based upon three-year cumulative earnings per share relative to the target earnings per share.  For
example, please disclose the threshold a nd maximum earnings per share levels or
disclose how the actual three-year cumulative earnings per share is compared to the target earnings per share to determ ine the actual amount of performance units
earned.  Please consider presenting this information in a tabular format.  With
respect to the total shareholder return relative to the S&P Utility Index, please
provide additional context, such as th e company’s position within the index.

Change in Control Agreements, page 30
9. Please describe and explain how you determine the appropriate payment and benefit levels under the various circumstan ces that trigger payments or provision
of benefits under the employment and se verance agreements and change of
control agreements.  See Item 402(b)(1)(v ) and 402(j)(3) of Regulation S-K.
Please discuss why you have chosen to pay various multiples of the components of compensation as severance or change of control payments.

Michael G. Morris
American Electric Power Company, Inc.
August 21, 2007 Page 4
2007 SOIP, page 44
10. You have indicated that the human re sources committee “established safety,
operations, regulatory, strategic initia tives and ongoing earnings per share
measures for 2007 similar to those establis hed for 2006.”  Please disclose or, to
the extent you believe disclosure of thes e targets is not requi red because it would
result in competitive harm, provide us on a supplemental basis a detailed explanation under Instruction 4 to Item  402(b) of Regulation S-K for this
conclusion.  If disclosure of the quantitative or qualitative performance-related
factors would cause competitive harm, pl ease discuss how difficult it will be for
the named executive officer or how likely it will be for you to achieve the target levels or other factors.  Please see Instruc tion 4 to Item 402(b) of Regulation S-K.

Potential Payments upon Change in Control, page 57

Change in Control, page 58
11. You have not defined key terms such as “cause” or “good reason” under the agreements.  Please define terms throughout th is section instead of referring to the
agreements in which they are contained.

 Please respond to our comments by September 21, 2007, or tell us by that time
when you will provide us with a response.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.

 When you respond 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 filing;

• staff comments or changes to disclo sure in response to comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and

Michael G. Morris
American Electric Power Company, Inc.
August 21, 2007 Page 5
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to comments.

Please contact me at (202) 551-3238 with any questions.

Sincerely,

Ellie Quarles
Special Counsel

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3561

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

      June 19, 2007

Mr. Joseph M. Buonaiuto
Senior Vice President, Controll er and Chief Accounting Officer
American Electric Power Company, Inc.
1 Riverside Plaza, 28th Floor
Columbus, OH 43215

 Re: American Electric Power Co mpany, Inc., File No. 1-3525
  AEP Generating Company, File No. 0-18135
  AEP Texas Central Company, File No. 0-346
  AEP Texas North Company, File No. 0-340
  Appalachian Power Company, File No. 1-3457
  Columbus Southern Power Company, File No. 1-2680
  Indiana Michigan Power Company, File No. 1-3570
  Kentucky Power Company, File No. 1-6858
  Ohio Power Company, File No. 1-6543
  Public Service Company of Oklahoma, File No. 0-343
  Southwestern Electric Po wer Company, File No. 1-3146
  Form 10-K for Fiscal Ye ar Ended December 31, 2006
Filed February 28, 2007
Form 10-Q for Fiscal Quar ter Ended March 31, 2007

Dear Mr. Buonaiuto:

We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.

        S i n c e r e l y ,

        William Thompson
        B r a n c h  C h i e f

CORRESP
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filename1.htm

      Response to April 24, 2007 SEC Comment Letter

                                                          American
      Electric
      Power

                                                                    1
      Riverside Plaza

                                                                    Columbus,
      OH 43215-2373

                                                                       Joseph
      M.
      Buonaiuto

Senior
      Vice
      President

                                                                       &
Chief
      Accounting
      Officer

                                                                       614-716-2821

                                                                       fax:
      614-716-1187

                                                                       jmbuonaiuto@aep.com

        Securities
          and Exchange Commission

        100
          F
          Street NE

        Washington,
          DC 20549

        May
          8,
          2007

        RE:      American
          Electric Power Company, Inc., File No. 1-3525

        AEP
          Generating Company, File No. 0-18135

        AEP
          Texas
          Central Company, File No. 0-346

        AEP
          Texas
          North Company, File No. 0-340

        Appalachian
          Power Company, File No. 1-3457

        Columbus
          Southern Power Company, File No. 1-2680

        Indiana
          Michigan Power Company, File No. 1-3570

        Kentucky
          Power Company, File No. 1-6858

        Ohio
          Power Company, File No. 1-6543

        Public
          Service Company of Oklahoma, File No. 0-343

        Southwestern
          Electric Power Company, File No. 1-3146

        Form
          10-K
          for the fiscal year ended December 31, 2006

        Filed
          February 28, 2007

        Responses
          to the comment letter dated April 24, 2007 from the staff (the “Staff”) of the
          Securities and Exchange Commission (the “Commission”) regarding the
          above-captioned Report are provided herewith, including the text of the
          Staff’s
          comments.

        ***

        Form
          10-K for Fiscal Year Ended December 31, 2006

              1.

                Our
                  records show the File Number for AEP Texas Central Company is 1-12973,
                  rather than file number 0-346 that appears on the cover page of
                  your
                  reports. Likewise, our reports show the File Number for Public
                  Service
                  Company of Oklahoma is 1-12945 rather than file number 0-343 that
                  appears
                  on the cover page of your reports. Please make the appropriate
                  revisions.

        Response:

        We
          believe the file numbers of 0-346 for AEP Texas Central Company (“ATC”) and
          0-343 for Public Service Company of Oklahoma (“PSO” and, with ATC, “Filers”) as
          reflected on the Annual Report on Form 10-K (the “Form 10-K”) are accurate. The
          Commission’s EDGAR database indicates that the foregoing file numbers were used
          for these registrants from 1995 through early 1997.

        In
          1997,
          both Filers formed wholly-owned trusts that issued trust-preferred securities
          in
          registered offerings. These securities were initially registered on the
          NYSE.
          Accordingly, at the time of issuance, the Filers each filed a Form 8-A
          with the
          Commission, and new file numbers were issued. In each of these transactions,
          the
          trust was identified as the issuer and ATC and PSO were identified as
          guarantors. These securities are no longer outstanding.

        We
          did
          not believe that the Filers adopted the new SEC File Numbers as a result
          of
          these filings. We believe the original SEC File Number assigned to ATC
          (0-346)
          and PSO (0-343) are the correct file numbers. Tom Berkemeyer in our Legal
          Department spoke with Velma Smith in the SEC’s EDGAR Support Group to discuss
          this issue. Once the SEC EDGAR Support Group advises us of the appropriate
          file
          numbers, PSO and ATC will use those file numbers in future filings.

        Exhibit
          13

        American
          Electric Power Company, Inc. and Subsidiary Companies

        Management’s
          Financial Discussion and Analysis of Results of Operations, page
          A-2

        Results
          of Operations, page A-6

              2.

                We
                  note your presentation of earnings per share by segment, which
                  represent
                  non-GAAP financial measures. Please disclose how these measures
                  are used
                  by management and in what way they provide meaningful information
                  to
                  investors. Additionally, please identify these per share measures
                  as
                  non-GAAP measures of performance and disclose that the non-GAAP
                  measures
                  should not be considered as an alternative to earnings per share
                  determined in accordance with GAAP as an indicator of operating
                  performance. Refer to Item 10(e)(1)(i) of Regulation S-K and Question
                  11
                  of our “Frequently Asked Questions Regarding the Use of Non-GAAP
                  Measures,” available on our website at www.sec.gov.

        Response:

        In
          future
          filings, AEP will remove the earnings per share by segment
          information.

        Utility
          Operation, page A-7

              3.

                In
                  segment footnote (a) on page A-111 you disclose that the Plaquemine
                  Cogeneration Facility is in the “All Other” segment. Please explain to us
                  why expenses at this facility contributed to the increase in other
                  operation and maintenance expenses of the “Utility Operations” segment as
                  disclosed on page A-10. Please also explain to us why the operation
                  of the
                  facility affected revenues, fuel and other consumables used for
                  electric
                  generation and other operation and maintenance expenses of OPCo
                  with no
                  effect on income as disclosed on page
                  I-9.

        Response:

        AEP’s
          interest in the Plaquemine Facility (“Facility”) was sold in the fourth quarter
          of 2006. The interest in the Facility was recorded on the books of a nonutility
          subsidiary of AEP whose operations were included in “All Other” in the Business
          Segments Footnote. The interest in the Facility was recorded as an owned
          asset
          under a lease financing transaction with Juniper Capital L.P. (reference
          AEP’s
          2003 Form 10-K, page A-109). The Facility was subleased to Dow Chemical
          Company
          (“Dow”) which used a portion of the energy produced by the Facility and sold
          the
          excess energy to AEP Power Marketing, Inc. (“AEPM”) pursuant to a purchase power
          and sale agreement (“PPA”).

        Before
          the Facility commenced operations, AEPM assigned its rights under the PPA
          to
          Ohio Power Company (“OPCo”), one of AEP’s utility subsidiaries. AEPM did not
          have a trading organization in place to support sales of power from the
          Facility, and under the Code of Conduct of the Federal Energy Regulatory
          Commission (“FERC”), AEPM could not use the existing trading organization at
          American Electric Power Service Corporation (“AEPSC”), which acts as agent for
          OPCo for power sales. OPCo’s retail generation rates had become deregulated in
          September 2000 and it had existing authorization from the FERC to sell
          wholesale
          power at market-based rates. The most efficient way to perform under this
          PPA
          was to assign it from AEPM to OPCo, thereby avoiding the necessity to form
          and
          maintain a separate trading organization. However, in order to mitigate
          any risk
          of potential losses related to this contract at a public utility company,
          OPCo
          entered into an indemnification agreement for this contract with the parent
          of
          AEPM (AEP Resources, Inc. or “AEPR”). When market revenues were less than the
          related incurred costs, AEPR paid OPCo an indemnity adjustment. The indemnity
          agreement between AEPR and OPCo effectively held OPCo harmless from market
          exposure related to its PPA with Dow.

        The
          PPA
          required OPCo to purchase up to approximately 800 MW of such excess energy
          from
          Dow for a 20-year term. The Facility was a major source of steam supply
          for Dow
          which operated the Facility at certain minimum levels. OPCo was obligated
          to
          purchase the energy generated at those minimum operating levels. The PPA
          required OPCo to reimburse Dow for the operation and maintenance costs
          of the
          Facility, including fuel. The indemnity adjustment was required within
          each
          respective quarter and year for the Facility’s operations from March 2004
          through December 2006.

        Although
          both OPCo and AEP’s “Utility Operations” segment had no net income impact from
          the transactions related to the Facility, it did have fluctuations in related
          expenses and revenues. The indemnification payment to OPCo from AEPR effectively
          transferred any risk of loss associated with the Facility to AEPR, which
          is
          reflected in the “All Other” Business Segments footnote consistent with the
          actual economics of the respective Facility transactions.

        Consolidated
          Statements of Income, page A-45

              4.

                Please
                  present the subtotal “Income before extraordinary items and cumulative
                  effects of changes in accounting principles” as required by Item
                  5-03(b)(16) of Regulation S-X.

        Response:

        In
          future
          filings, AEP and its registrant subsidiaries will include the subtotal
“Income
          before extraordinary items and cumulative effects of changes in accounting
          principles”, when applicable.

        Note
          1. Organization and Summary of Significant Accounting Policies, page
          A-51

        General

              5.

                Please
                  tell us and disclose how you account for sales and purchases of
                  power to
                  and from regional transmission organizations. Specifically address
                  whether
                  you account for these transactions on a gross or net
                  basis.

        Response:

        Most
          of
          the power produced at the generation plants of our East operating companies
          (Appalachian Power Company, Columbus Southern Power Company, Indiana Michigan
          Power Company, Kentucky Power Company and Ohio Power Company, collectively,
          the
“AEP East Companies”) is sold to PJM, the regional transmission organization
          (“RTO”) operating in our service territory, and we purchase power back from the
          same RTO to supply power to our load. These power sales and purchases are
          reported on a net basis in Operating Revenues in the respective registrants’
financial statements. Other RTOs in which the Company operates do not function
          in the same manner as PJM. They function as balancing organizations and
          not as
          an exchange.

        For
          the
          remaining power transactions with RTOs, we account for the following types
          of
          energy marketing and risk management activities as follows:

              ·

                On
                  page A-56 of the 2006 Form 10-K, in the third sentence of the second
                  paragraph under Energy
                  Marketing and Risk Management Activities
                  states: "We include the unrealized and realized gains and losses
                  on
                  wholesale marketing and risk management transactions that are accounted
                  for using MTM in Revenues on our Consolidated Statements of Income
                  on a
                  net basis".

              ·

                Certain
                  physical energy purchases from RTOs that are identified as non-trading
                  (accrual accounting treatment) are accounted for on a gross basis
                  in
                  Purchased Energy for Resale in the AEP Consolidated Statements
                  of Income,
                  and Purchased Electricity for Resale in the subsidiaries' Statements
                  of
                  Income.

        In
          future
          filings, AEP and its registrant subsidiaries will expand our disclosure
          related
          to sales and purchases to and from RTOs.

        Property,
          Plant and Equipment and Equity Investments, page A-53

              6.

                With
                  respect to your nonregulated
                  operations, please explain to us why you charge retirements from
                  plant
                  accounts, net of salvage, to accumulated depreciation rather than
                  recording a gain or loss.

        Response:

        The
          AEP
          Utility Operations segment’s generation fleet provides power to its cost based
          regulated utilities and is managed as an integrated pool. In Ohio and Virginia
          (until recently), generating plants are considered nonregulated. However,
          operationally they were retained in AEP’s power pool and used to supply power to
          the east utility operating companies. In addition, several of the generating
          plants are jointly owned and are considered both “regulated” and “nonregulated”
(see discussion below). Because the operational nature of the nonregulated
          plants did not change, AEP did not change its depreciation policies related
          to
          the plants that are considered “nonregulated”. Accordingly, these generation
          assets continued to be included in the assets of the Utility Operations
          segment.

        At
          certain generating plants, the individual generating units are owned by
          utilities whose generation rates are both regulated and nonregulated. For
          example, Amos generating Unit 3 is owned 2/3 by Ohio Power (nonregulated)
          and
          1/3 by Appalachian Power (regulated in West Virginia and nonregulated in
          Virginia). At Sporn Generating Plant, generating Units 1 and 3 are owned
          by
          Appalachian Power (regulated in West Virginia and nonregulated in Virginia)
          and
          generating Units 2, 4 and 5 are owned by Ohio Power Company (nonregulated).

        Retirements
          from the plant accounts, net of salvage, are charged to accumulated depreciation
          for nonregulated operations because AEP has continued accounting for its
          nonregulated operations using the group composite method of depreciation.
          AEP
          believes the gr

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3561

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

      April 24, 2007

Mr. Joseph M. Buonaiuto
Senior Vice President, Controll er and Chief Accounting Officer
American Electric Power Company, Inc.
1 Riverside Plaza, 28th Floor
Columbus, OH 43215

 Re: American Electric Power Co mpany, Inc., File No. 1-3525
  AEP Generating Company, File No. 0-18135
  AEP Texas Central Company, File No. 1-12973
  AEP Texas North Company, File No. 0-340
  Appalachian Power Company, File No. 1-3457
  Columbus Southern Power Company, File No. 1-2680
  Indiana Michigan Power Company, File No. 1-3570
  Kentucky Power Company, File No. 1-6858
  Ohio Power Company, File No. 1-6543
  Public Service Company of Oklahoma, File No. 1-12945
  Southwestern Electric Po wer Company, File No. 1-3146
  Form 10-K for Fiscal Ye ar Ended December 31, 2006
Filed February 28, 2007

Dear Mr. Buonaiuto:

We have reviewed your filings and have the following comments.  We have
limited our review to only your financial stat ements and related disclosures and do not
intend to expand our review to  other portions of your docum ent.  Where indicated, we
think you should revise your disclosures in futu re filings in response to these comments.
If you disagree, 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.  In some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may or may not raise
additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We

Mr. Joseph M. Buonaiuto
American Electric Power Company, Inc.
April 24, 2007 Page 2 of 6
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for Fiscal Year Ended December 31, 2006
1. Our records show the File Number fo r AEP Texas Central Company is 1-12973,
rather than file number 0-346 that appears on the cover page of your reports.  Likewise, our records show the File Nu mber for Public Service Company of
Oklahoma is 1-12945, rather than file nu mber 0-343 that appears on the cover
page of your reports.  Please make the appropriate revisions.

Exhibit 13

American Electric Power Company, Inc. and Subsidiary Companies

Management’s Financial Discu ssion and Analysis of Results  of Operations, page A-2

Results of Operations, page A-6
2. We note your presentation of  earnings per share by segment, which represent non-
GAAP financial measures.  Please disclose how these measures are used by management and in what way they provide meaningful information to investors.
Additionally, please identify these per shar e measures as non-GAAP measures of
performance and disclose that the non-GAAP  measures should not be considered
as an alternative to earnings  per share determined in accordance with GAAP as an
indicator of operating performance.  Refe r to Item 10(e)(1)(i) of Regulation S-K
and Question 11 of our “Frequently Aske d Questions Regarding the Use of Non-
GAAP Measures,” availa ble on our website at
www.sec.gov .

Utility Operations, page A-7
3. In segment footnote (a) on page A- 111 you disclose that the Plaquemine
Cogeneration Facility is in  the “All Other” segment.  Please explain to us why
expenses at this facility contributed to the increase in other operation and maintenance expenses of the “Utility Op erations” segment as disclosed on page
A-10.  Please also explain to us why the operation of the facility affected revenues, fuel and other consumables used for electric generation and other
operation and maintenance expenses of OPCo with no effect on income as
disclosed on page I-9.

Mr. Joseph M. Buonaiuto
American Electric Power Company, Inc.
April 24, 2007 Page 3 of 6
Consolidated Statements of Income, page A-45
4. Please present the subtotal “Income befo re extraordinary items and cumulative
effects of changes in accounting principl es” as required by Item 5-03(b)(16) of
Regulation S-X.

Note 1.  Organization and Summary of Significant Accounting Policies, page A-51

General
5. Please tell us and disclose how you account  for sales and purchases of power to
and from regional transmission organiza tions.  Specifically address whether you
account for these transactions on a gross or net basis.

Property, Plant and Equipment and Equity Investments, page A-53
6. With respect to your nonregulated  operations, please explain to us why you
charge retirements from plant accoun ts, net of salvage, to accumulated
depreciation rather than r ecording a gain or loss.

Inventory, page A-54
7. If material please disclose the excess of replacement or current cost over stated
LIFO value of PSO and TNC inventories.  See Rule 5-02(6)(c) of Regulation S-X.

Emission Allowances, page A-58
8. We note that you record the net margin on the sales of emission allowances in Utility Operations Revenues “because of its integral nature to the production
process of energy and [your] revenue op timization strategy for [your] utility
operations.”  Please explain to us in greater detail why your accounting treatment
is appropriate.  Specifically address how th e sale of emission allowances relates to
your ongoing major or central operations, as  contemplated in paragraphs 78-79 of
FASB Concepts Statement 6.  Finally, pleas e explain to us in greater detail your
revenue optimization strategy and tell us  why it impacted the classification of
gains or losses on the sale of emission allowances.

Note 4.  Rate Matters, page A-67

SECA Revenue Subject to Refund, page A-81
9. In light of the ALJ decision to disa llow $126 million of your unsettled gross
SECA revenues, please explain to us how  you determined it was appropriate to

Mr. Joseph M. Buonaiuto
American Electric Power Company, Inc.
April 24, 2007 Page 4 of 6
only reserve for $37 million in  net refunds.  Refer to paragraph 11.a of SFAS 71
and paragraph 8 of SFAS 5.

Note 5.  Effects of Regulation, page A-84
10. Please provide us with your probability assessment of the future recovery of the unfunded status of your defined benefit plan s for each regulatory jurisdiction.  In
your response, please tell us how SFAS 87 costs are currently being recovered in
rates and on what basis they are being recovered, explain the regulators’ historical
approach to inclusion of the costs in rate s, provide an analysis of whether there
are significant uncertainties indicated by the regulators regarding the current or future rate recovery approach for SFA S 87 costs and the specific actions by the
regulators with respect to unf unded pension liabilities.

Note 13. Income Taxes, page A-115
11. We note that a significant portion of deferre d tax assets and deferred tax liabilities
were netted in the line item “All Other, Net” in the table on page A-116.  To the
extent material, please separately disclo se each type of de ferred tax asset and
deferred tax liability comprising this line  item.  See paragraph 43 of SFAS 109.

Note 15.  Financing Ac tivities, page A-120

Dividend Restrictions, page A-123
12. In light of the dividend restrictions placed  on the registrant subsidiaries, please
explain to us in detail how you concluded that you are not required to provide
Schedule I.  Refer to Rules 4-08(e) , 5-04 and 12-04 of Regulation S-X.

AEP Generating Company Balance Sheets, page B-6
13. Please explain to us the nature of the accrue d tax benefits line item.  We note that
this line item is presented on several of the registrant subsidiaries’ balance sheets.

Notes to Financial Statements of Registrant Subsidiaries, page L-1

General
14. Please address the above comments on the financial statements and related disclosures of the parent in the financial statements and related disclosures of the
registrant subsidiaries, as applicable.

Mr. Joseph M. Buonaiuto
American Electric Power Company, Inc.
April 24, 2007 Page 5 of 6
Note 15.  Financing Ac tivities, page L-73

Long-term Debt, page L-74
15. Please explain to us why the AEGCo Pollution Controls Bonds were classified as current in 2005 and long-term in 2006.

Exhibits 31 and 32
16. In future filings please provide separate  certifications for each registrant.

*    *    *    *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.   Please furnish a response le tter that keys your responses
to our comments and provides any requested information.  Detailed response letters
greatly facilitate our review.  Please submit your response letter on EDGAR.  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 filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating 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
filing;

‚ 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

‚ the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Mr. Joseph M. Buonaiuto
American Electric Power Company, Inc.
April 24, 2007 Page 6 of 6
You may contact Staff Accountant Sarah Goldberg at (202) 551-3340 if you have
questions regarding comments on the financial statements and related matters.  Please
contact me at (202) 551-3344 with any other questions.

       S i n c e r e l y ,

       William Thompson
       B r a n c h  C h i e f

CORRESP
1
filename1.htm

AEP SEC Letter Response

Securities
and Exchange Commission

450 Fifth
Street NW

Washington,
DC 20549

April 14,
2005

RE:  American
Electric Power Company, Inc., File No. 1-3525

    AEP
Generating Company, File No. 0-18135

AEP Texas Central Company, File No. 0-346

AEP Texas North Company, File No. 0-340

Appalachian Power Company, File No. 1-3457

Columbus Southern Power Company, File No. 1-2680

Indiana Michigan Power Company, File No. 1-3570

Kentucky Power Company, File No. 1-6858

Ohio Power Company, File No. 1-6543

Public Service Company of Oklahoma, File No. 0-343

Southwestern Electric Power Company, File No. 1-3146

Form 10-K for the fiscal year ended December 31, 2004

Filed March 2, 2005

Responses
to the comment letter dated March 30, 2005 from the staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) regarding the
above-captioned Report are provided herewith, including the text of the Staff’s
comments.

Form
10-K for the fiscal year ended December 31, 2004

General

1. Unless
otherwise indicated, where a comment below requests additional disclosures or
other revisions to be made, these revisions should be included in your future
filings, as applicable. Although each comment has been issued only once, the
comments below may be applicable to each registrant reviewed.

2. We note
references throughout the filing regarding coal reserves; however, you do not
disclose reserve quantity estimates or any information about the reserves. We
note you sold AEP Coal, Inc. in March 2004. As such, if you do not continue to
own any interests in coal reserves, please clarify in future filings. Otherwise,
please supplementally tell us the location of any interests in coalmines or
properties for each affiliate, including quantities of estimated reserves. Also
provide an analysis of the materiality of any mineral property holdings relative
to your total assets, revenues and income for the past three years for each
registrant. Finally, explain to us how coal sales to affiliates are treated for
ratemaking purposes.

RESPONSE:

In
response to the Staff’s comment, following are the estimated recoverable coal
and lignite reserves as of 12/31/04 by registrant:

      Registrant

      Location
      of Reserves

      (State)

      Tons

      (in
      thousands)

      Recorded

      Value
      at

      12/31/04

      ($
      millions)

      Total
      Assets at 12/31/04

      ($
      billions)

      Status
      at 12/31/04

      Appalachian
      Power Company

      IN/WV

      229,672

      10.1

      5.2

      Inactive

      Indiana
      Michigan Power Company

      IN/UT

      208,984

      19.7

      4.9

      Inactive

      Ohio
      Power Company

      IN/OH/WV

      223,754

      11.7

      5.6

      Inactive

      Columbus
      Southern Power Company

      OH

      57,158

      9.7

      3.0

      Inactive

      Kentucky
      Power Company

      IN

      31,078

      1.1

      1.2

      Inactive

      Southwestern
      Electric Power Company

      LA,
      TX

      Lignite
      Reserves

      37,767

      8.0

      2.6

      Active

The above
reserves have not been actively mined for over three years with the exception of
SWEPCo’s lignite reserves. SWEPCo’s reserves are mined and used solely for fuel
at plants owned by SWEPCo and are included in the appropriate jurisdictional
fuel clause. All of the registrants’ reserves are immaterial as there are no
associated sales revenues and the net book value is less than 1% of total
assets.

As
described in our 2004 10-K on page L-86, the only coal fuel stock supplied to a
registrant by an affiliate was from AEP Coal Inc. to Columbus Southern Power
Company (CSPCo). This affiliate transaction ended during the second quarter of
2004 after the divestiture of AEP Coal Inc. There was no impact on rate making
because CSPCo fuel costs were not subject to a rate making process.

* *
*

Item
9A. Controls and Procedures

3. Please
amend your Form 10-K to incorporate the following changes to your Item 9A.,
Contro1s and Procedures:

(a) We note
your disclosure that your disclosure contro1s and procedures have been designed
to ensure that “this information is recorded, processed, summarized, evaluated,
and reported, as applicable, within the time periods specified in the SEC’s
rules and forms.”
As you
have included a portion of the definition of disclosure contro1s and procedures
in your disclosure, you must include the entire definition. As such, revise to
clarify, if true, that your disclosure contro1s and procedures are also designed
to ensure that information required to be disclosed in the reports that you file
or submit under the Exchange Act is accumulated and communicated to your
management, including your CEO and CFO, to allow timely decisions regarding
required disclosure. See Exchange Act Rule 13a-15(e).

(b) Please
revise to provide an unqualified conclusion as to whether there were any changes
in your internal control over financial reporting during your most recent fiscal
quarter that have materially affected, or are reasonably likely to materially
affect, your internal control over financial reporting. Your current conclusion,
which includes qualifying language, is not sufficient in this regard. Further,
you state that there were no significant
changes
in your internal contro1s that have materially affected these contro1s
subsequent to the date of your evaluation. However, Item 308(c) of Regulation
S-K requires that you disclose any
change in your
internal control over financial reporting identified in connection with the
evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that
occurred during your last fiscal quarter that has materially affected, or is
reasonably likely to materially affect, your internal control over financial
reporting. Revise your disclosures accordingly. Finally, refer to internal
control over financial reporting defined in Exchange Act Rules 13a-15(f) and
15d-15(f), rather than the incorrect location you refer to now. See Item 308 of
Regulation S-K.

RESPONSE:

In
response to Staff comments 3(a) and (b), we will amend our Form 10-K to restate
Item 9A., Controls and Procedures as follows:

During
2004, management, including the principal executive officer and principal
financial officer of AEP, AEPGCo, APCo, CSPCo, I&M, KPCo, OPCo, PSO, SWEPCo,
TCC and TNC (collectively, the “Registrants”), evaluated the Registrants’
disclosure controls and procedures. Disclosure controls and procedures are
defined as controls and other procedures of the Registrants that are designed to
ensure that information required to be disclosed by the Registrants in the
reports that they file or submit under the Act are recorded, processed,
summarized and reported within the time periods specified in the Commission’s
rules and forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be
disclosed by the Registrants in the reports that they file or submit under the
Act is accumulated and communicated to the Registrants’ management, including
the principal executive and principal financial officers, or persons performing
similar functions, as appropriate to allow timely decisions regarding required
disclosure.

As of
December 31, 2004, these officers concluded that the disclosure controls and
procedures in place are effective and provide reasonable assurance that the
disclosure controls and procedures accomplished their objectives. The
Registrants continually strive to improve their disclosure controls and
procedures to enhance the quality of their financial reporting and to maintain
dynamic systems that change as events warrant.

The only
change in AEP’s internal control over financial reporting (as such term is
defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the
fourth quarter of 2004 that materially affected, or is reasonably likely to
materially affect, AEP’s internal controls over financial reporting, relates to
AEP’s and AEP’s East Zone public utility subsidiaries’ integration with PJM on
October 1, 2004, which resulted in our implementing and modifying a number of
business processes and controls to facilitate participation in, and resultant
settlement within, the PJM market.

* *
*

2004
Annual Reports

AEP
Generating Company

Management’s
Narrative Financial Discussion and Analysis

Contractual
Cash Obligations

4. Please
revise your table of contractual cash obligations to include long-term debt as
required by Item 303(a)(5) of Regulation S-K. Further, we note per review of
your balance sheet that you have approximately $12.5 million in capital lease
obligations as of December 31, 2004. However, your table of contractual cash
obligations includes total obligations of $22.9 million. Please supplementally
reconcile this difference. Finally, consider revising your table to include the
following:

    (a)
    Estimated interest payments on your debt;

    (b)
    Estimated payments under interest rate swap agreements;
and

      (c)

      Planned
      funding of pension and other postretirement benefit obligations. Because
      the table is aimed at increasing transparency of cash flow, we believe
      these payments could be included in the table. If you choose not to
      include these payments, a footnote to the table should clearly identify
      the excluded items and provide any additional information that is material
      to an understanding of your cash requirements. See Section IV.A and
      footnote 46 to the Commission’s MD&A Guidance issued December 19,
      2003, available at www.sec.gov.

RESPONSE:

We have
reflected long-term debt in the Contractual Cash Obligations table (“Obligations
Table”) in our Form 10-K for all registrants except AEP Generating Company
(AEPGCo). We inadvertently omitted AEPGCo’s long-term debt from its Obligations
Table. AEPGCo’s long-term debt of $44.8 million due 2006 is fully disclosed on
the Schedule of Long-Term Debt and the Balance Sheet on pages B-8 and B-6,
respectively. Commencing with the 2005 Form 10-K, where the Obligations Table is
presented, we will include long-term debt in AEPGCo’s table.

For each
registrant, we include notes to the Contractual Obligations Table describing
what is included and excluded in the tables and we will continue to review these
notes for clarity and inclusion of pertinent information.

Consistent
with the presentation on all registrants, the difference between total capital
lease obligations presented on the balance sheet versus the Obligations Table
relates to the interest component of the capital lease obligations. The interest
component is not included on the balance sheet in accordance with Statement of
Financial Accounting Standards (SFAS) 13, Accounting for Leases; however, the
full lease payment obligation is included in the Obligations Table. The
Obligations Table contains a footnote referencing the reader to footnote 15 for
registrant subsidiaries and footnote 16 for AEP where the capital lease interest
component difference is shown. For AEPGCo, the table on page L-75 reconciles the
$22.9 million to the $12.5 million, with the reconciling difference being the
interest component.

For each
registrant except AEPGCo, we disclosed in footnotes to the Obligations Table
that the long-term debt represents principal only and excludes interest.
Commencing with the 2005 Form 10-K, for all of our registrants, we will include
estimated interest payments associated with our existing fixed-rate debt.
Estimated interest payments on our variable rate debt are based on future market
conditions and are difficult to project. Therefore, we will provide a footnote
to the table that indicates the variable rate debt is excluded and we will
disclose the nature and terms of the variable rate debt in the
footnote.

The fair
value of AEP’s estimated payments under interest rate swap agreements as of
December 31, 2004 was $6.1 million, which includes the following amounts
related to the registrant subsidiaries. Because the amounts are not material at
the registrant level, these amounts have not been separately disclosed on their
obligations tables:

Appalachian
Power Company
    $ 76,000

Indiana
Michigan Power Company
    237,000

Kentucky
Power Company   (614,000)
(asset balance at year-end)

Please
note that AEPGCo’s pension obligations are zero because it has no employees. As
it relates to the remaining registrant subsidiaries, as disclosed immediately
following the AEP Obligations Table on page A-25 we refer the reader to footnote
11 (Benefit Plans) and indicated that our minimum pension funding requirements
are not included in the table as such amounts are discretionary based on the
status of the trust. As it relates to our other registrant subsidiaries, we did
not include any disclosure of or reference to pension obligations relating to
the Obligations Table, as pension matters are determined at the AEP parent
company level. Commencing with the 2005 Form 10-K, we will include a footnote to
the Obligations Table of the registrant subsidiaries referring the reader to the
benefit plan footnote for further information regarding projected future
contributions. The discretionary funding of benefit plans is discussed on page
M-10 in the combined MD&A of the registrant subsidiaries.

* *
*

Balance
Sheets

5. You
enumerate the registrant subsidiaries that have cost-based rate regulated
operations in Note 1, Revenue Recognition-Regulatory Accounting, and AEPGCo is
not included. It is not clear whether AEPGCo has cost-based rate regulated
operations based on this disclosure. Your description of the FERC approved
agreements suggests recovery of costs including a return. We assume since you
present both regulatory assets and liabilities on the balance sheet, AEPGCo
applies SFAS 71. Please explain in
detail how you
meet the scope criteria of paragraph 5 of SFAS 71. Further, using the guidance
provided in paragraphs 9 and 11, please explain why you concluded these
regulatory assets and liabilities exist. Finally, if AEPGCo is cost-based rate
regulated, explain to us why the achieved rate of return appears low. You may
want to give us a background along with the actual “FERC approved rate of
return” and the achieved rate of return for the past 3 years.

RESPONSE:

AEPGCo is
a cost-based rate regulated company. In the Management’s Narrative Financial
Discussion and Analysis for AEPGCo on page B-2, we state that AEPGCo’s unit
power agreements provide for a FERC approved rate of return on common equity, a
return on other capital, and recovery of costs.

We also
state that the Registrant Subsidiaries are cost-based rate regulated companies
in Footnote 1 under the subheading “Accounting for the Effects of Cost-Based
Regulation” on page L-2. The first sentence of that paragraph states: “As
cost-based rate-regulated electric public utility companies, the Registrant
Subsidiaries’ financial statements reflect the actions of regulators that result
in the recognition of revenues and expenses in different time periods than
enterprises that are not rate-regulated.” Registrant Subsidiaries is a defined
term in the Glossary and this definition includes AEPGCo.

Commencing
with the 2005 Form 10-K, we will also list AEPGCo as a cost-based rate-regulated
company in Footnote 1 under the subheading, Revenue Recognition - Regulatory
Accounting.

Paragraph
5 of SFAS 71 requires that three criteria be met to apply SFAS 71. AEPGCo meets
those criteria as shown below:

    ·

      Paragraph
      5a states that the rates for regulated services be established by an
      independent, third-party regulator. The Federal Energy Regulatory
      Commission (FERC) regulates AEPGCo’s wholesale energy sales under the
      authority of the Federal Power Act. AEPGCo’s tariffs and cont