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                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                          SCHEDULE 14A INFORMATION
                               (RULE 14A-101)
                 PROXY STATEMENT PURSUANT TO SECTION 14(a)
                   OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant  [ ]
Filed by a Party other than the Registrant  [X]

Check the appropriate box:
[ ] Preliminary Proxy Statement             [ ]  Confidential, For Use of the
[ ] Definitive Proxy Statement              Commission Only (as permitted
[ ] Definitive Additional Materials         by Rule 14a-6(e)(2))
[X] Soliciting Material Under Rule 14a-12


                     AMERICAN WATER WORKS COMPANY, INC.
              (Name of Registrant as Specified in Its Charter)

                           RWE AKTIENGESELLSCHAFT
  (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

         (1) Title of each class of securities to which transaction applies:
         (2) Aggregate number of securities to which transaction applies:
         (3) Per unit price or other underlying value of transaction
         computed pursuant to Exchange Act Rule 0-11 (set forth amount on
         which the filing fee is calculated and state how it was
         determined):
         (4) Proposed maximum aggregate value of transaction:
         (5) Total fee paid:
[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.

         (1) Amount previously paid:


         (2) Form, Schedule or Registration Statement No.:


         (3) Filing Party:


         (4) Date Filed:


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