[LETTERHEAD
OF AMERICAN WATER]
May 1,
2009
VIA EDGAR AND
FACSIMILE
Securities
and Exchange Commission
Division
of Corporation Finance
100 F
Street, N.E.
Washington,
D.C. 20549
Re: American
Water Works Company, Inc.
Rule 477 Application for
Withdrawal of
Registration Statement on
Form S–1
File No. 333–156256
Initially filed on December 18,
2008
Ladies
and Gentlemen:
Pursuant to Rule 477 under the
Securities Act of 1933, as amended (the “Securities Act”), American
Water Works Company, Inc. (the “Registrant”) hereby requests
that the Securities and Exchange Commission (the “Commission”) consent to the
withdrawal of the Company’s Registration Statement on Form S-1 (File
No. 333-156256) initially filed with the Commission on December 18, 2008,
together with all exhibits thereto (the “Registration Statement”),
effective as of the date first set forth above. The Registrant
requests this withdrawal because it has elected to pursue the registration of
the securities covered by the Registration Statement on a Form S-3 Registration
Statement. The Registrant confirms that the Registration Statement
has not been declared effective, no securities have been or will be issued or
sold pursuant to the Registration Statement or the prospectus contained therein
and no preliminary prospectus contained in the Registration Statement has been
distributed.
The Registrant also requests in
accordance with Rule 457(p) of the Securities Act, that all fees paid to
the Commission in connection with the filing of the Registration Statement be
credited for future use.
We would appreciate if you would please
provide William V. Fogg of Cravath, Swaine & Moore, LLP, a facsimile copy of
the order consenting to the withdrawal of the Registration Statement as soon as
it is available. The facsimile number is (212) 474-3700.
Thank you for your assistance with this
application for withdrawal. If you have any questions or require any
further information, please contact William V. Fogg at (212) 474–1131 or
Daniel A. O’Shea at (212) 474–1792, each of Cravath, Swaine & Moore,
LLP, the Registrant’s legal counsel.
| Very
truly yours, |
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AMERICAN
WATER
WORKS
COMPANY, INC.,
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by
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/s/
George W. Patrick
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By
Facsimile to:
Mr. H.
Christopher Owings
Assistant
Director
Securities
and Exchange Commission
Division
of Corporation Finance
100 F
Street, N.E.
Washington,
D.C. 20549
Copy
to:
Ms. Ellie
Bavaria
Special
Counsel
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
100 F.
Street, N.E.
Washington,
D.C. 20549
Mr. John
Fieldsend
Attorney-Advisor
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
100 F.
Street, N.E.
Washington, D.C. 20549