AEP Texas Central Company
1 Riverside Plaza
Columbus, Ohio 43215
AEP Texas Central Transition Funding III LLC
539 North Carancahua St, Suite 1700
Corpus Christi, Texas 78401
February 29, 2012
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attn: Katherine Hsu and David Beaning
| | Re: | AEP Texas Central Company |
| | AEP Texas Central Transition Funding III LLC |
| | Registration Statement on Form S-3 |
File Nos. 333-179092 and 333-179092-01
AEP Texas Central Company and AEP Texas Central Transition Funding III LLC (collectively, the “Registrants”) have previously requested that the Securities and Exchange Commission (the “Commission”) accelerate the effectiveness of the Registration Statement, as amended by the Amendment No. 1 (the “Registration Statement”), and permit the previously filed Registration Statement to become effective as of 5:00 pm. Eastern Time on February 29, 2012. The Registrants hereby withdraw that request and hereby respectfully request that the Commission accelerate the effectiveness of the Registration Statement, as amended by the Amendment No. 2 to the Registration Statement being filed today (the “Amended Registration Statement”), and permit the Amended Registration Statement to become become effective as of 5:00 pm. Eastern Time on March 2, 2012 or as soon thereafter as practicable.
Pursuant to Rule 460 under the Securities Act, please be advised that no distribution of the preliminary prospectus forming part of the Registration Statement or the Amended Registration Statement was made. Please also be advised that the Registrants do not intend to rely on Rule 430A under the Securities Act in connection with the first offering under the Amended Registration Statement.
In connection with this request, the Registrants hereby acknowledge that:
| · | Should the Commission or the staff, acting pursuant to delegated authority, declare the Amended Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Amended Registration Statement; |
| · | The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Amended Registration Statement effective, does not relieve the Registrants from their full responsibility for the accuracy and adequacy of the disclosure in the Amended Registration Statement; and |
| · | The Registrants may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Please contact our counsel, Kevin J. Hochberg at Sidley Austin LLP, at 312-853-2085, or by e-mail at khochberg@sidley.com, if you have any questions or further comments.
| | Very truly yours, | |
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| | AEP TEXAS CENTRAL COMPANY | |
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| | By: | /s/ Charles E. Zebula | |
| | | Name: Charles E. Zebula | |
| | | Title: Treasurer | |
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| | AEP TEXAS CENTRAL TRANSITION FUNDING III LLC | |
| | | | |
| | By: | /s/ Charles E. Zebula | |
| | | Name: Charles E. Zebula | |
| | | Title: Vice-President and Treasurer | |
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