Edgar Filing: AMERICAN ELECTRIC POWER CO INC

form11k0608.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 11-K

(Mark One)

[X]	ANNUAL REPORT PURSUANT TO SECTION 15(d)
	OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2007

[ ]	TRANSITION REPORT PURSUANT TO SECTION 15(d)
	OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

AMERICAN ELECTRIC POWER SYSTEM

RETIREMENT SAVINGS PLAN

(Full title of the plan)

AMERICAN ELECTRIC POWER COMPANY, INC.

1 Riverside Plaza, Columbus, Ohio 43215

(Name of issuer of the securities held

pursuant to the plan and the address

of its principal executive office)

AMERICAN ELECTRIC POWER SYSTEM RETIREMENT SAVINGS PLAN

TABLE OF CONTENTS



SIGNATURES

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

FINANCIAL STATEMENTS:
	Statements of Net Assets Available for Benefits as of December 31, 2007 and 2006

	Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 2007 and 2006

	Notes to Financial Statements as of December 31, 2007 and 2006, and for the Years then Ended

SUPPLEMENTAL SCHEDULES:
	Schedule of Assets (Held at End of Year) as of December 31, 2007
Schedule of Assets (Acquired and Disposed of Within Year) for Plan Year ended December 31, 2007

EXHIBITS:
	Exhibit Index

	Consent of Independent Registered Public Accounting Firm

AMERICAN ELECTRIC POWER SYSTEM RETIREMENT SAVINGS PLAN

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Benefits Finance Committee has duly caused this annual report to be signed by the undersigned thereunto duly authorized.

By: /s/ Stephan T. Haynes

Stephan T. Haynes, Secretary

Date: June 30, 2008

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees and Participants of American Electric Power System Retirement Savings Plan:

We have audited the accompanying statements of net assets available for benefits of the American Electric Power System Retirement Savings Plan (the “Plan”) as of December 31, 2007 and 2006, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by Plan management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2007 and 2006, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 4 to the financial statements, the financial statements include investments in commingled funds valued at $1,180 million (37% of net assets) and $892 million (30% of net assets) as of December 31, 2007 and 2006, respectively. Of these balances, $54 million and $46 million were invested as of December 31, 2007 and 2006, respectively, in the JPMorgan real estate investment fund. The remaining portion of the commingled funds’ underlying investments were funds investing in equity securities and bonds. Additionally, the financial statements include investments in a managed income fund valued at $828 million (26% of net assets) and $848 million (29% of net assets) as of December 31, 2007 and 2006, respectively. This fund invests in bond funds and guaranteed investment contracts whose fair values have been estimated by management in absence of readily determinable fair values. Management’s estimates regarding the fair value of these commingled and managed income funds are based on information provided by the fund managers.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of (1) assets held as of December 31, 2007, and (2) assets acquired and disposed for the Plan year ending December 31, 2007, are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. Such schedules have been subjected to the auditing procedures applied in our audit of the basic 2007 financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic 2007 financial statements taken as a whole.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP

Columbus, Ohio

June 30, 2008

AMERICAN ELECTRIC POWER SYSTEM RETIREMENT SAVINGS PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 2007 AND 2006

	2007		2006
ASSETS
Investments:
Participant – directed investments (at fair value)	$	3,127,587,464	$	2,895,323,884
Participant Loans		58,519,891		55,239,294
Total Investments	$	3,186,107,355	$	2,950,563,178

NET ASSETS AVAILABLE FOR BENEFITS AT FAIR VALUE	$	3,186,107,355	$	2,950,563,178

See notes to financial statements.

AMERICAN ELECTRIC POWER SYSTEM RETIREMENT SAVINGS PLAN

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006

	2007			2006
NET INVESTMENT INCOME
Interest	$	49,794,619		$	44,815,428
Dividends		23,187,005			29,661,277
Net Appreciation in Fair Value of Investments		152,440,809			216,080,147
TOTAL		225,422,433			290,556,852

CONTRIBUTIONS
Participants		159,162,020			145,140,492
Employer		64,382,410			60,107,657
TOTAL		223,544,430			205,248,149

Distributions To Participants		(206,175,376	)		(377,061,437	)

ADMINISTRATIVE AND MANAGEMENT FEES
Professional Fees		(772,380	)		(480,436	)
Investment Advisory and Management Fees		(6,047,575	)		(3,501,192	)
Other Fees		(427,355	)		(259,128	)
TOTAL		(7,247,310	)		(4,240,756	)

INCREASE IN NET ASSETS		235,544,177			114,502,808

NET ASSETS AVAILABLE FOR BENEFITS BEGINNING OF YEAR		2,950,563,178			2,836,060,370

NET ASSETS AVAILABLE FOR BENEFITS END OF YEAR	$	3,186,107,355		$	2,950,563,178

See notes to financial statements.

AMERICAN ELECTRIC POWER SYSTEM RETIREMENT SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006

1. PLAN DESCRIPTION

The following description of the American Electric Power System Retirement Savings Plan (the “Plan”) is provided for general information purposes only. Participants should refer to the Plan documents for more complete information.

The Plan is a defined contribution plan that became effective and commenced operations on January 1, 1978. The Plan covers eligible regularly scheduled full-time and part-time employees of the participating subsidiaries of American Electric Power Company, Inc. (“AEP” or the “Company”). Eligible employees may enroll in the Plan upon commencement of employment. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). Generally, eligible employees participating in the Plan may make contributions (as pre-tax, after-tax or, effective beginning July 1, 2006, designated Roth 401(k) contributions) in 1% increments up to 50% of their eligible pay (within IRS limits). Participants who are age 50 and older are able to save additional pre-tax or Roth 401(k) dollars; the catch-up contribution limit was $5,000 for 2007 and 2006. The Company contributes to the Plan, on behalf of each participant, an amount equal to 75% of the participant’s contributions up to 6% of the participant’s eligible compensation for each payroll period, subject to certain limitations. All contributions are deposited to the American Electric Power System Retirement Savings Plan Trust after each pay period. The Plan, in a manner consistent with the requirements under section 401 et seq., of the Internal Revenue Code, restricts the amount that certain participants who are deemed highly compensated may contribute to the Plan. Participants are allowed to change investment elections, change investment percentages in the funds, or move existing fund balances on a daily basis. Participants are immediately vested in their pre-tax, after-tax, Roth 401(k) and the Company matching contributions, including earnings thereon.

American Electric Power Service Corporation (“AEPSC”) is the plan administrator (Plan Administrator) and plan sponsor (Plan Sponsor). AEPSC is a wholly-owned subsidiary of AEP. Until July 1, 2006, Fidelity Management Trust Company (“Fidelity”) was the trustee for all funds and the record keeper for the entire Plan.

Effective July 1, 2006, Fidelity Management Trust Company was replaced by JP Morgan Chase Bank N.A. as custodian and trustee and JP Morgan Retirement Plan Services LLC as record keeper with respect to the Plan. Also effective July 1, 2006, the investment options offered by the Plan were changed to a series of separately managed accounts, interests in commingled and collective trusts and self-directed mutual fund brokerage accounts for which JP Morgan affiliates provide custody, trustee, recordkeeping and other services.

The AEP Stock Fund, a Plan investment option, is an Employee Stock Ownership Plan (“ESOP”). As a result, participants can elect to have dividends generated from their AEP Stock Fund holdings paid out in cash, rather than automatically reinvested in the fund. The dividend payouts are made periodically, but no less often than annually, and are treated as ordinary income for tax purposes. The 10 percent early withdrawal penalty for individuals under age 59-1/2 does not apply to these dividend payouts.

Participants may transfer the value of their own cumulative contributions, in any whole percentage or dollar amount, among investments, and change their investment elections on a daily basis. Participants may change their payroll contribution elections coinciding with Company payroll periods. Excluding their pre-tax and Roth 401(k) contributions, participants may make an unlimited number of withdrawals of their interest in the Plan, including Company matching contributions, which are immediately vested. Pre-tax and Roth 401(k) contributions are not eligible for withdrawal by participants not yet age 59-1/2, except under hardship (as defined by the Plan) or termination of employment. Individual participant accounts are maintained for each Plan participant. Each participant’s account is credited with an allocation of Company contributions, his or her employee contribution, and Plan earnings. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account.

Participants may borrow from their savings plan accounts, a minimum of $1,000 but no more than the lesser of $50,000 or 50% of their account balance. Loan terms range from 12 months to 60 months (or up to 180 months for certain residential loans), or any monthly increment in-between. Interest rates, fixed for the life of the loan, are calculated by adding 1% to the prime rate, as reported in the Wall Street Journal. For loans taken before July 1, 2006, the interest rate is in effect as of the first business day of the calendar quarter in which the loan is taken. For loans taken after July 1, 2006, the interest rate is in effect as of the first business day of the calendar month in which the loan is taken. Active employees make principal and interest payments through payroll deductions.

Retirees/surviving spouses may make monthly loan payments using a coupon book or through automatic withdrawal from their bank account. Participant loans and the accrued interest are collateralized by the account balance, and upon default, the outstanding balance is subjected to income taxes and possibly penalty taxes.

2. ACCOUNTING POLICIES

The accompanying financial statements are prepared on the accrual basis of accounting, in conformity with account principles generally accepted in the United States of America.

Participants direct the investment of their contributions into various investment options offered by the Plan. Investments are reported in the Statements of Net Assets Available for Benefits at fair value, except for its benefit responsive investment contract investments, which are stated at contract value.

Quoted market prices are used to value investments (including, but not limited to, the shares of AEP common stock held in the AEP Stock Fund), except investments in registered investment companies, collective trust funds or commingled funds, which are stated at estimated fair values based on the value of the underlying securities and assets as provided by the Trustee. All participant loans are valued at the outstanding loan balances.

The Managed Income Fund includes investment contracts valued at contract value, which is equal to cost (contributions), plus interest, less withdrawals. As described in Financial Accounting Standards Board Staff Position, FSP AAG INV-1, Reporting of Fully Benefit-Responsive Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (the “FSP AAG INV-1”), investment contracts held by a defined-contribution plan are required to be reported at fair value. The Plan adopted FSP AAG INV-1 in 2006. The adoption did not have a material effect on the Plan’s financial statements as interest rates are adjusted to the market quarterly. Accordingly, contract value approximates fair value.

Purchases and sales of securities have been recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. These amounts are reinvested by the Trustee in the same funds that generated such income with the exception of the AEP Stock Fund, which pays out or reinvests dividends at the direction of each participant.

Administrative and Management Fees paid to JPMorgan for 2007 totaled $2,860,390 and such fees paid to both Fidelity and JPMorgan for 2006 totaled $1,941,205. The structure for the payment of the Plan’s administrative and management fees changed in connection with the transition from Fidelity to JPMorgan effective July 1, 2006 (as described in Footnote 1). Prior to July 1, 2006, the Plan was not charged separate fees to Fidelity for recordkeeping services. Fidelity received compensation in the form of management fees directly from the Plan’s holdings in various mutual funds as many of the holdings were managed by Fidelity. Effective July 1, 2006, the Plan directly pays for administrative, recordkeeping and management fees.

Distributions are recorded when paid. There were no material amounts due to participants who requested distributions from the Plan as of December 31, 2007 and 2006.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits and changes therein and disclosure of contingent assets. Actual results could differ from those estimates.

The Plan utilizes various investment instruments, including common stock, bonds, commingled funds and investment contracts. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the financial statements.

3. INVESTMENT CONTRACTS

During the six month period ended June 30, 2006, the Plan had a Managed Income Fund with Fidelity as trustee, which invested primarily in fully benefit responsive investment contracts. Fidelity maintained the assets in a custodian account. There were no reserves against contract value for credit risk of the contract issuer or otherwise. The account was credited with earnings on the underlying investments and charged for Plan withdrawals (credited interest rates ranged from 5.65% to 4.05% for 2006). The average yield for each investment contract ranged from 5.04% to 4.16% for fiscal years ending December 31, 2006. All investment contracts maintained by Fidelity were terminated in June of 2006 as part of the transfer of recordkeeping and investment functions from Fidelity to JPMorgan Retirement Plan Services LLC.

At December 31, 2007, the Managed Income Fund provides a self managed stable value investment option to participants that includes synthetic guaranteed investment contracts (“GIC”) which simulates the performance of a guaranteed investment contract through an issuer’s guarantee of a specific interest rate (the wrapper contract) and a portfolio of financial instruments that are owned by the Plan. The Plan entered into four synthetic GIC contracts in July 2006. The synthetic GIC contracts include underlying assets, which are held in a trust owned by the Plan and utilizes benefit-responsive wrapper contracts issued by four banking institutions. The contracts provide that participants execute plan transactions at contract value. Contract value represents contributions made to the fund, plus earnings, less participant withdrawals. The interest rates are reset quarterly based on market rates of other similar investments, the current yield of the underlying investments and the spread between the market value and contract value, but the rate cannot be less than 0%. Certain events such as plan termination or a plan merger initiated by the Plan Sponsor, may limit the ability of the Plan to transact at contract value or may allow for the termination of the wrapper contract at less than contract value. The Plan Sponsor does not believe that any events that may limit the ability of the plan to transact at contract value are probable. During the year ended December 31, 2007, the credited rate and the average yield based on annualized earnings and interest credited to participants was 5.34% and 5.06%, respectively. During the six months ended December 31, 2006, the credited rate and average yield based on annualized earnings and interest credited to participants was 5.50% and 5.29%, respectively.

As of December 31, 2007 and December 31, 2006, the Fund had approximately $20 million and $10 million invested in guaranteed investment contracts, respectively.

4. INVESTMENTS

The Plan utilizes various investment instruments, including common stock, bonds, commingled funds, managed income funds and investment contracts. The financial statements include investments in commingled funds valued at $1,180 million (37% of net assets) and $892 million (30% of net assets) as of December 31, 2007 and 2006, respectively. Of these balances, $54 million and $46 million were invested as of December 31, 2007 and 2006, respectively, in the JPMorgan real estate investment fund. The remaining portion of the commingled funds’ underlying investments were funds investing in equity securities and bonds. Additionally, the financial statements include investments in a managed income fund valued at $828 million (26% of net assets) and $848 million (29% of net assets) as of December 31, 2007 and 2006, respectively. This fund invests in bond funds and guaranteed investment contracts whose fair values have been estimated by management in absence of readily determinable fair values. Management’s estimates regarding the fair value of these commingled and managed income funds are based on information provided by the fund managers.

5. INVESTMENTS EXCEEDING 5% OF PLAN NET ASSETS

Investments exceeding five percent of net assets as of December 31, 2007 and 2006 were:

	2007		2006
American Electric Power Company, Inc. Common Stock	$	343,008,731	$	401,083,727

Intermediate Bond Fund - JPMorgan Chase Bank	$	-	$	828,681,084

EB Daily Liquidity Aggregate Bond Index Fund	$	229,257,540	$	185,242,997

EB Daily Liquidity Stock Index Fund	$	418,665,678	$	339,905,703

EB Daily Liquidity International Stock Index Fund	$	226,251,737	$	-

6. NET APPRECIATION IN FAIR VALUE OF INVESTMENTS

During 2007 and 2006, the Plan's investments (including investments purchased, sold as well as held during the year) appreciated in value as follows:

	Year Ended December 31,
	2007		2006
Investment at Fair Value:
American Electric Power Company, Inc. – Common Stock	$	36,819,913	$	50,371,670

Investments at Estimated Fair Value:
Securities, Mutual Funds and Group Annuity, Bank Investment and Other Fixed Income Contracts	$	115,620,896	$	165,708,477
Total Net Appreciation	$	152,440,809	$	216,080,147

7. FEDERAL INCOME TAX

The Internal Revenue Service (IRS) has determined that the Plan meets the requirements of Section 401(a) of the Internal Revenue Code (the Code); therefore, the Plan’s Trust is exempt from federal income tax pursuant to Section 501(a) of the Code.

The Plan obtained its latest determination letter on February 15, 2005, in which the IRS stated that the Plan, as then designed, was in compliance with the applicable requirements of the Code; provided however, the letter merely acknowledges receipt of (without approving) the provisions intended to satisfy the requirements of the Code, as amended by the Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”) and it contemplates that AEP will make some additional changes to the plan documents that were proposed in correspondence sent to the IRS in connections with its determination letter application. Those changes were made pursuant to documents signed on May 11, 2005.

On January 30, 2007, the Company submitted an application to the IRS for an updated determination letter with respect to compliance of the Plan and its trust with the applicable requirements of the Code. That application remains pending. The Company may timely further amend the Plan so that it remains in compliance with the requirements of the Code. The Company and Plan management believe that the Plan is currently designed and operated in compliance with the applicable requirements of the Code, and the Plan continues to be tax-exempt. Therefore, no provision for income taxes has been included in the Plan’s financial statements.

Under current income tax laws and regulations, participants are not subject to federal income tax on the employer contributions to their accounts or on the accumulated earnings on employee and Company contributions until such amounts are distributed to participants. Employees have the option to make contributions to the Plan on a pre-tax basis, in which case federal income tax is deferred until such amounts are distributed. Effective beginning July 1, 2006, employees have the option to make designated Roth Contributions to the Plan, in which case federal income tax does not apply to accumulated earnings distributed as part of a qualified distribution up to specified limits.

8. PLAN TERMINATION

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants remain 100 percent vested in their accounts.

9. EXEMPT PARTY-IN-INTEREST TRANSACTIONS

Certain transactions involving the Plan and its assets involved parties in interest with respect to the Plan, but those transactions were not prohibited transactions under ERISA because of the applicability of one or more exemptions. The exempt party-in-interest transactions involving the Plan included the following: While Fidelity Management Trust Company was acting as trustee custodian and record keeper under the plan, its affiliate was acting as the investment manager or investment advisor with respect to certain mutual funds made available as investment options under the Plan. While JPMorgan Chase Bank, N.A., was acting as trustee and custodian under the Plan, its affiliates have been acting as investment manager for a number of the Plan’s investment options, the Plan’s record keeper and investment advisor or investment manager for a number of plan participants with respect to the amounts held in their plan.

At December 31, 2007 and 2006, the Plan held 7,367,026 and 9,420,072 shares, respectively of common stock of American Electric Power, Inc., the parent company and Plan Sponsor, with a cost basis of $266,439,970 and $303,523,152, respectively. During the years ended December 31, 2007 and 2006, the Plan recorded dividend income of $12,657,548 and $18,700,272, respectively, related to this investment.

10. LEGAL ISSUES

Kermit Bridges v. American Electric Power Company, Inc. et al.; John N. Suhayda v. American Electric Power Company, Inc. et al.; and Selena Plentl v. American Electric Power Company, Inc. et al. In the fourth quarter of 2002 and the first quarter of 2003, three putative class action lawsuits were filed on behalf of the Plan against American Electric Power Company, Inc., certain AEP Executives, and AEP’s ERISA Plan Administrator alleging violations of ERISA in the selection of AEP Stock as an investment alternative and in the allocation of assets to AEP stock. The complaint requested compensation for losses suffered by the Plan, plus equitable relief, costs, attorney fees and other relief the court considers appropriate. The ERISA actions were originally pending in Federal District Court in Columbus, Ohio. In July 2006, following the withdrawal of the other plaintiffs, the Federal District Court entered judgment denying the remaining plaintiff’s motion for class certification and dismissing all claims without prejudice. In August 2006, the plaintiff filed a notice of appeal of that judgment in the U.S. Court of Appeals for the Sixth Circuit. In August 2007, the U.S. Court of Appeals for the Sixth Circuit reversed the decision of the Federal District Court, found that the plaintiff did have standing to maintain the litigation, and remanded the case back to the Federal District Court for consideration of the plaintiff's motion for class certification and further proceedings. In October 2007, the defendants filed a supplemental memorandum in further opposition to the plaintiff’s motion for class certification, which remains pending. The outcome of the litigation cannot be determined at this time.

AMERICAN ELECTRIC POWER SYSTEM RETIREMENT SAVINGS PLAN

SUPPLEMENTAL SCHEDULE OF ASSETS HELD AS OF DECEMBER 31, 2007

Identity of Issuer, Borrower, Lessor or Similar Party	Number of SHARES/UNITS	FAIR VALUE
INVESTMENT CONTRACTS:
Stable Value Wrap Bank of America variable annual yield (5.5% at December 31, 2007) with an indeterminate maturity date	-	$	5,016,981
Stable Value Wrap UBS variable annual yield (5.5% at December 31, 2007) with an indeterminate maturity date	-		5,016,981
Stable Value Wrap IXIS variable annual yield (5.5% at December 31, 2007) with an indeterminate maturity date	-		5,016,981
Stable Value Wrap State Street Bank variable annual yield (5.5% at December 31, 2007) with an indeterminate maturity date	-		5,016,981
Subtotal		$	20,067,924

Intermediate Bond Fund- JPMorgan Chase Bank	-	$	794,926,246
U.S. Treasury Notes (4.875%, due at May 31, 2009)			742,899
U.S. Treasury Notes (4.875%, due at June 30, 2009)			569,222
JPMorgan Chase Bank Liquidity Fund	-		11,407,259
Cash			-

TOTAL – INVESTMENT CONTRACTS		$	827,713,550

AMERICAN ELECTRIC POWER SYSTEM RETIREMENT SAVINGS PLAN

SUPPLEMENTAL SCHEDULE OF ASSETS HELD AS OF DECEMBER 31, 2007 (continued)

	Number of
AEP STOCK FUND:	SHARES/UNITS		FAIR VALUE
American Electric Power Company, Inc. Common Stock $6.50 par value	7,367,026	Shares	$	343,008,731
JP Morgan Liquid Assets Money Market Fund	1,967,665	Units		1,967,665
TOTAL - AEP STOCK FUND			$	344,976,396

PARTICIPANT LOANS (interest rate ranging from 5.00% through 9.25% maturing through December 2021)			$	58,519,891

	Number of
Identity of Issuer, Borrower, Lessor or Similar Party	SHARES/UNITS		FAIR VALUE
Cash Equivalents
(VAN 2) JPMORGAN DOMESTIC LIQUIDITY	15,375,836	Units	$	15,464,515
CASH ACCOUNT	5,615,991	Units		5,615,991
CASH – COMMINGLED FUNDS	1,895,233	Units		1,895,233
Cash	(1,072,829)	Units	*	(1,072,829)
Total Cash Equivalents			$	21,902,910

Common/Collective Trusts
Alliance Bernstein Int’l Style Blend	8,354,369	Units		122,558,590
EB Daily Liquidity Aggregate Bond Index Fund	1,415,817	Units		229,257,540
EB Daily Liquidity Stock Index Fund	1,256,571	Units		418,665,678
Income - EB Daily Liquidity International Stock Index Fund	1,779,762	Units		226,251,737
Income - EB Daily Liquidity Small Cap Stock Index Fund	850,960	Units		91,006,394
JPMCB Emerging Markets	294,841	Units		15,647,202
JPMCB Liquidity Fund	8,526,920	Units		8,526,920
JPMCB Strategic Property Fund	28,752	Units		53,871,656
JPMCB US Real Estate Securities Fund	412,389	Units		14,462,486
Total Common/Collective Trusts			$	1,180,248,203

Derivatives
W/CALL EURO DOLLAR FUT OPT 95.000DUE 17/MAR/2008	(7)	Units	*	(13,475)
W/CALL US TREASURY NOTE 10 111.000DUE 22/FEB/2008	(11)	Units	*	(31,281)
W/CALL US TREASURY NOTE 10 114.000DUE 22/FEB/2008	(1)	Units	*	(1,125)
W/PUT US TREASURY NOTE 10 109.000DUE 22/FEB/2008	(3)	Units	*	(422)
W/PUT US TREASURY NOTE 10 108.000DUE 22/FEB/2008	(7)	Units	*	(438)
W/PUT US TREASURY NOTE 10 107.000DUE 22/FEB/2008	(4)	Units	*	(188)
W/CALL US TRAS NTS 5 YERS 110.000DUE 22/FEB/2008	(2)	Units	*	(2,250)
W/PUT EURO DOLLAR OPTION 95.500DUE 17/MAR/2008	(7)	Units	*	(963)
W/PUT EURO DOLLAR OPTION 95.500DUE 16/JUN/2008	(1)	Units	*	(88)
W/PUT USA TREAS NTS FUT 10 110.500DUE 22/FEB/2008	(18)	Units	*	(6,188)
W/CALL USA TREAS NTS FUT 10 116.000DUE 22/FEB/2008	(6)	Units	*	(3,281)
W/PUT USA TREAS NTS FUT 10 111.000DUE 22/FEB/2008	(2)	Units	*	(906)
W/PUT USA TREAS NTS FUT 10 110.000DUE 22/FEB/2008	(1)	Units	*	(250)
W/PUT USA TREAS NTS FUT 10 109.500DUE 22/FEB/2008	(10)	Units	*	(1,875)
W/CALL USA TREAS NTS FUT 10 114.000DUE 22/FEB/2008	(7)	Units	*	(7,875)
W/PUT USA TREAS NTS FUT 10 109.000DUE 22/FEB/2008	(9)	Units	*	(1,266)
W/CALL USA TREAS NTS FUT 10 113.500DUE 22/FEB/2008	(16)	Units	*	(21,250)
W/PUT USA TREAS NTS FUT 10 107.000DUE 22/FEB/2008	(3)	Units	*	(141)
W/PUT USA TREAS NTS FUT 10 112.000DUE 22/FEB/2008	(11)	Units	*	(8,250)
W/PUT USA TREAS BDS 115.000DUE 22/FEB/2008	(1)	Units	*	(1,406)
W/PUT USA TREAS BDS 112.000DUE 22/FEB/2008	(1)	Units	*	(578)
W/CALL USA TREAS BDS OPT 116.000DUE 22/FEB/2008	(3)	Units	*	(6,656)
W/PUT USA TREAS BDS OPT 109.000DUE 22/FEB/2008	(3)	Units	*	(609)
W/PUT USA TREAS BDS OPT 108.000DUE 22/FEB/2008	(1)	Units	*	(141)
W/PUT USA TREAS BDS OPT 113.000DUE 22/FEB/2008	(4)	Units	*	(3,125)
W/PUT USA TREAS BDS 114.000DUE 22/FEB/2008	(1)	Units	*	(1,063)
W/PUT USTN 5 YR FUTURE 109.500DUE 22/FEB/2008	(2)	Units	*	(1,219)
W/PUT USTN 5 YR FUTURE 109.000DUE 22/FEB/2008	(7)	Units	*	(3,063)
W/PUT USTN 5 YR FUTURE 108.000DUE 22/FEB/2008	(2)	Units	*	(406)
W/PUT USTN 5 YR FUTURE 107.000DUE 22/FEB/2008	(2)	Units	*	(156)
Total Derivatives			$	(119,934)

Corporate Stocks
3M CO COM STK USD0.01	20,900	Units		1,762,288
AARON RENTS INC COM VTG USD0.5	9,300	Units		179,081
ABB LTD ADR EACH REPR I CHF2.50(SPON)	71,300	Units		2,053,440
ABBOTT LABS COM NPV	79,700	Units		4,475,155
ABERCROMBIE & FITCH CO CLASS'A'COM STK USD0.01	2,110	Units		168,737
ABM INDUSTRIES INC COM STK USD0.01	8,530	Units		173,927
ACCENTURE COM STK CLS'A'USD0.0000225	41,100	Units		1,480,833
ACCO BRANDS CORP COM STK USD0.01	18,950	Units		303,958
ACE LTD COM STK NPV	36,700	Units		2,277,235
ACUITY BRANDS INC COM STK USD0.01	13,385	Units		602,325
ACXIOM CORP COM STK USD0.10	12,410	Units		145,569
ADOBE SYSTEMS INC COM STK USD0.0001	144,300	Units		6,165,939
ADVANCE AMER CASH ADVANCE CTRS INC COM USD0.01	6,700	Units		68,072
ADVANCE AUTO PARTS INC COM STK USD0.0001	8,545	Units		325,150
ADVANTA CORP CLASS'B'NON VTG USD0.01	9,762	Units		78,779
AETNA INC NEW COM STK USD0.001	40,800	Units		2,355,384
AFC ENTERPRISES INC COM STK USD0.001	3,000	Units		33,960
AFFILIATED MANAGERS GROUP INC COM STK USD0.01	13,200	Units		1,550,472
AFFYMETRIX INC COM STK USD0.01	44,200	Units		1,022,788
AIR METHODS CORP COM STK USD0.06	2,400	Units		119,208
AIR PRODUCTS & CHEMICALS INC COM STK USD1	7,900	Units		782,179
AKAMAI TECHNOLOGIES COM STK USD0.01	83,800	Units		2,899,480
ALCON INC CHF0.20	25,400	Units		3,633,216
ALEXANDRIA REAL ESTATE EQUITIES INC COM STK USD0.01	2,000	Units		204,900
ALLIANCE IMAGING INC COM STK USD0.01	12,405	Units		119,336
ALLIANT TECHSYSTEMS INC COM STK USD0.01	2,520	Units		286,675
ALLIANZ SE ADR EACH REP 1/10 ORD SH	103,300	Units		2,195,125
ALLIED WASTE INDUSTRIES INC COM STK USD0.01	28,145	Units		310,158
ALLSTATE CORP COM USD0.01	42,100	Units		2,212,943
ALPHARMA INC CLASS'A'COM STK USD0.20	12,530	Units		252,480
ALTRIA GROUP INC COM STK USD0.333	29,300	Units		2,236,469
AMEDISYS INC COM STK USD0.001	3,979	Units		193,061
AMERICAN EAGLE OUTFITTER COM STK USD0.01	64,100	Units		1,337,767
AMERICAN EQUITY INVT LIFE HLDG CO COM STK USD1	17,725	Units		146,940
AMERICAN EXPRESS CO COM USD0.20	41,800	Units		2,174,436
AMERICAN INTERNATIONAL GROUP INC COM STK USD2.50	93,100	Units		5,427,730
AMERISOURCEBERGEN CORP COM STK NPV	50,500	Units		2,265,935
AMERISTAR CASINOS INC COM STK USD0.01	3,700	Units		101,898
AMPHENOL CORP CLASS'A'COM STK USD0.001	78,800	Units		3,655,239
ANHEUSER-BUSCH COS COM USD1	42,200	Units		2,208,748
ANNTAYLOR STORES CORP COM STK USD0.0068	4,600	Units		117,576
ANWORTH MORTGAGE ASSET CORP COM STK USD0.01	23,490	Units		196,846
APARTMENT INVESTMENT & MANAGEMENT COM STK USD0.01 CLASS'A'	11,900	Units		443,156
APOGEE ENTERPRISES INC COM STK USD0.33 1/3	4,300	Units		73,573
APOLLO INVESTMENT CORP COM STK USD0.001	20,335	Units		346,712
APPLE INC COM STK NPV	31,400	Units		6,219,712
APTARGROUP INC COM STK USD0.01	45,200	Units		1,849,132
ARES CAPITAL CORP COM STK USD0.001	16,185	Units		236,787
ARGO GROUP INTL HLDGS COM STK USD0.01	5,319	Units		224,089
ARROW ELECTRONICS INC COM STK USD1	42,525	Units		1,670,382
ASBURY AUTOMOTIVE GROUP INC COM STK USD0.01	20,550	Units		309,278
ASHLAND INC COM STK USD1	17,100	Units		811,053
ASPEN INSURANCE HLDGS COM STK USD0.15144558	18,515	Units		533,973
ASSURANT INC COM STK USD0.01	6,260	Units		418,794
ASTRAZENECA ADR EACH REP 1 ORD USD0.25(MGT)	44,200	Units		1,892,644
ATMEL CORP COM STK USD0.001	172,400	Units		744,768
ATMI INC COM STK USD0.01	3,600	Units		116,100
ATWOOD OCEANICS INC COM STK USD1	8,600	Units		862,064
AUTODESK INC COM STK NPV	52,200	Units		2,597,472
AUTOLIV INC COM STK USD1	31,700	Units		1,670,907
AUTOZONE INC COM STK USD0.01	15,200	Units		1,822,632
AVID TECHNOLOGIES INC COM STK USD0.01	5,660	Units		160,404
AVNET INC COM STK USD1	38,020	Units		1,329,559
BALL CORP COM STK NPV	16,100	Units		724,500
BANK OF HAWAII CORP COM STK USD2	3,200	Units		163,648
BANKUNITED FINANCIAL CORP COM STK USD0.01 CLASS'A'	36,495	Units		251,816
BANNER CORP COM STK USD0.01	2,500	Units		72,525
BARR PHARMACEUTICALS INC COM STK USD0.01	30,700	Units		1,630,170
BAXTER INTL INC COM USD1	55,700	Units		3,245,696
BECKMAN COULTER INC COM STK USD0.10	23,646	Units		1,721,429
BEL FUSE INC CLASS'B'SHS USD0.1	4,000	Units		117,080
BELDEN INC COM STK USD0.01	11,485	Units		511,536
BENCHMARK ELECTRONICS INC COM STK USD0.10	8,270	Units		146,627
BERKLEY(W.R.)CORP COM STK USD0.20	33,000	Units		985,380
BIG 5 SPORTING GOODS CORP COM STK USD0.01	3,400	Units		49,028
BIO RAD LABORATORIES INC CLASS'A'COM STK USD0.0001	1,100	Units		113,982
BJ SERVICES COM STK USD0.10	39,700	Units		965,107
BJS WHOLESALE CLUB INC COM STK USD0.01	10,975	Units		371,284
BLACK BOX CORP COM STK USD0.001	4,700	Units		170,329
BLOCK(H & R) INC COM STK NPV	14,540	Units		270,008
BOEING CO COM STK USD5	21,900	Units		1,915,374
BOK FINANCIAL CORP COM STK USD0.00006	2,500	Units		129,250
BORG-WARNER INC COM STK USD0.01	40,400	Units		1,955,764
BRADY CORP 'A'NON.V USD0.01	9,890	Units		347,040
BRISTOW GROUP INC COM STK USD0.01	8,620	Units		488,323
BROADRIDGE FINANCIAL SOL COM STK NPV	16,085	Units		361,803
BROOKS AUTOMATION INC	62,400	Units		824,304
BROWN SHOE CO INC COM STK USD3.75	8,545	Units		130,241
BUCYRUS INTERNATIONAL INC COM STK USD0.01	14,300	Units		1,421,277
CABLEVISION SYSTEMS CORP NY GROUP COM STK USD0.01	65,500	Units		1,604,750
CABOT CORP COM STK USD1	2,400	Units		80,016
CABOT OIL & GAS CO COM USD0.10	4,800	Units		193,776
CACI INTL INC CLASS A COM	12,000	Units		537,240
CADENCE DESIGN SYSTEMS INC COM STK USD0.01	101,100	Units		1,719,711
CAE INC COM NPV	120,400	Units		1,609,748
CAMBREX CORP COM STK USD0.10	8,500	Units		71,230
CAMECO CORP COM NPV	80,000	Units		3,188,868
CARLISLE COS INC COM STK USD1	19,600	Units		725,788
CARTERS INC COM STK USD0.01	83,700	Units		1,619,595
CEC ENTERTAINMENT COM STK USD0.10	6,300	Units		163,548
CEMEX S.A.B. DE C.V. ADR EACH REP 10 CPO(SPON)	31,688	Units		819,135
CENTENNIAL COMMUNICATIONS CORP CLASS'A'COM STK USD0.01	101,100	Units		939,219
CENTRAL PAC FINL CORP COM	6,600	Units		121,836
CEPHALON INC COM STK USD0.01	18,700	Units		1,341,912
CHAMPION ENTERPRISES INC COM STK USD1	37,330	Units		351,649
CHARLOTTE RUSSE HLDG INC COM STK USD0.01	15,735	Units		254,120
CHARMING SHOPPES INC COM STK USD0.10	57,425	Units		310,669
CHECKPOINT SYSTEMS COM STK USD0.10	5,100	Units		132,498
CHEVRON CORP COM STK USD0.75	24,400	Units		2,277,252
CHICAGO BRIDGE & IRON CO N.V. EUR0.01 (REG)	1,600	Units		96,704
CHILDRENS PLACE RETAIL STORE INC COM STK USD0.10	1,610	Units		41,747
CIBER INC COM STK USD0.01	23,100	Units		141,141
CIENA CORP COM STK USD0.01.	40,900	Units		1,395,099
CIGNA CORP COM STK USD0.25	46,700	Units		2,509,658
CIMAREX ENERGY CO COM STK USD0.01	3,400	Units		144,602
CINCINNATI BELL NC USD0.01	251,700	Units		1,195,575
CISCO SYSTEMS INC COM STK USD0.001	194,100	Units		5,254,287
CIT GROUP INC COM STK USD0.01	82,700	Units		1,987,281
CITIGROUP INC COM STK USD0.01	71,200	Units		2,096,128
CITIZENS REPUBLIC BANCORP INC COM STK NPV	16,600	Units		240,866
CLARCOR INC COM STK USD1	8,700	Units		330,339
CLEVELAND CLIFFS INC COM STK USD1	16,500	Units		1,663,200
CME GROUP INC COM STK USD0.01 CLASS'A'	2,800	Units		1,920,800
CMS ENERGY CORP COM STK USD0.01	58,200	Units		1,011,516
CNET NETWORKS INC COM STK USD0.0001	79,500	Units		726,630
COACH INC COM STK USD0.01	76,500	Units		2,339,370
COGNEX CORP COM STK USD0.002	29,600	Units		596,440
COGNIZANT TECHNOLO COM CL'A'USD0.01	40,400	Units		1,371,176
COLGATE-PALMOLIVE CO COM STK USD1	62,100	Units		4,841,316
COLUMBIA BANKING SYSTEMS INC COM STK NPV	2,100	Units		62,433
COMERICA INC COM STK USD5	26,400	Units		1,166,088
COMMSCOPE INC COM STK USD0.01	3,334	Units		164,066
COMPLETE PRODUCTION SERVICES INC COM STK USD0.01	58,300	Units		1,047,651
COMPTON PETROLEUM CORP COM NPV	16,070	Units		147,844
COMPUTER SCIENCES CORP COM STK USD1	46,200	Units		2,285,514
COMSTOCK RESOURCES INC COM STK USD0.50	8,915	Units		303,110
COMTECH TELECOMMUNICATIONS COM STK USD0.10	11,000	Units		594,110
COMVERSE TECHNOLOGY INC COM USD0.10	14,480	Units		249,780
CONOCOPHILLIPS COM STK USD1.25	26,600	Units		2,348,780
CONSECO INC COM STK USD0.01	13,665	Units		171,632
CONSOL ENERGY INC COM STK USD0.01	4,200	Units		300,384
CORE LABORATORIES NV EUR0.01	900	Units		112,248
CORN PRODUCTS INTERNATIONAL INC COM STK USD0.01	3,800	Units		139,650
COSTCO WHOLESALE CORP COM STK USD0.005	29,800	Units		2,078,848
COVENTRY HEALTHCAR COM STK USD0.01	18,800	Units		1,113,900
COWEN GROUP INC COM STK NPV	10,080	Units		95,861
CRANE CO COM STK USD1	39,400	Units		1,690,260
CREDIT SUISSE GROUP ADR-EACH REPR 1 ORD(DT BK)LEVEL II	35,700	Units		2,145,570
CROWN MEDIA HOLDINGS CLASS'A'COM STK USD0.01	42,600	Units		276,900
CSG SYSTEMS INTL INC COM STK USD0.01	4,700	Units		69,184
CUMMINS INC COM STK USD2.50	32,900	Units		4,190,473
CVS CAREMARK CORP COM STK USD0.01	47,300	Units		1,880,175
CYTEC INDUSTRIES INC COM STK USD0.01	6,260	Units		385,491
DARDEN RESTAURANTS INC COM STK NPV	38,800	Units		1,075,148
DAVITA INC COM STK USD0.001	16,910	Units		952,879
DEL MONTE FOODS COM STK USD0.01	24,975	Units		236,264
DELPHI FINANCIAL GROUP INC CLASS'A'COM STK USD0.01	7,400	Units		261,072
DIEBOLD INC COM STK USD1.25	6,080	Units		176,198
DISCOVERY HLDG CO CLASS'A'COM STK USD0.01	50,900	Units		1,279,626
DOMINION RESOURCES INC(VIRGINIA) COM STK NPV	21,200	Units		1,005,940
DOMTAR CORPORATION COM STK USD0.01	21,065	Units		161,990
DONNELLEY(R.R.)& SONS CO COM STK USD1.25	31,300	Units		1,181,262
DREAMWORKS ANIMATION SKG INC CLASS 'A' COM STK USD0.01	31,000	Units		791,740
DRS TECHNOLOGIES INC COM STK USD0.01	8,460	Units		459,124
DST SYSTEMS INC DELAWARE COM STK USD0.01	29,900	Units		2,468,245
DTE ENERGY CO COM STK NPV	20,000	Units		889,800
DUKE REALTY CORP COM STK USD0.01	40,000	Units		1,043,200
EARTHLINK INC COM STK USD0.01	31,970	Units		226,028
EAST WEST BANCORP INC COM STK USD0.01	3,600	Units		87,228
EASTMAN CHEMICAL CO COM STK USD0.01	12,200	Units		750,666
EATON CORP COM USD0.50	23,800	Units		2,307,410
EBAY INC COM STK USD0.001	45,200	Units		1,500,188
EDISON INTERNATIONAL COM STK NPV	17,300	Units		928,578
EDUCATION REALTY TRUST INC COM STK USD0.01	9,400	Units		105,656
EL PASO ELECTRIC CO COM STK NPV	12,300	Units		314,511
ELAN CORP ADR-EACH CNV INTO 1 ORD EUR0.05	49,700	Units		1,092,406
ELECTRONIC ARTS COM STK USD0.01	48,900	Units		2,856,249
ELECTRONICS FOR IMAGING INC COM STK USD0.01	14,400	Units		323,712
EMULEX CORP COM STK USD0.10	20,945	Units		341,822
ENCORE ACQUISITION CO COM STK USD0.01	7,695	Units		256,782
ENDO PHARMACEUTICAL HLDGS INC COM STK NPV	30,700	Units		818,769
ENDURANCE SPECIALTY HLDGS COM STK USD1	11,900	Units		496,587
ENERGEN CORP COM STK USD0.01	11,900	Units		764,337
ENERGY EAST CORP COM STK USD0.01	6,000	Units		163,260
ENERSYS COM USD0.01	10,415	Units		259,958
ENI ADR EACH REP 2 ORD (MGT)	30,100	Units		2,180,143
ENTERCOM COMMUNICATIONS COM STK USD0.01	16,300	Units		223,147
ENTERGY CORP COM STK USD0.01	8,200	Units		980,064
EQUIFAX INC COM STK USD1.25	71,450	Units		2,597,922
EVEREST RE GROUP COM STK USD0.01	4,070	Units		408,628
FAIRCHILD SEMICONDUCTOR INTL INC	23,300	Units		336,219
FAMILY DOLLAR STORES INC COM STK USD0.10	31,200	Units		602,483
FANNIE MAE GOVT AG 8.25% BDS 31/12/49 SER'S'	5,000	Units		128,750
FANNIE MAE NON CUM PRF SER'O'	200	Units		9,219
FED HOME LOAN MTG 8.375% PRF 31/12/12 USD25	6,000	Units		156,900
FEI CO COM STK NPV	3,400	Units		84,422
FERRO CORP COM STK USD1	9,200	Units		190,716
FIRST AMERICAN CORP COM STK USD1	8,220	Units		282,321
FIRST FINANCIAL BANKSHARES INC COM STK USD10	1,500	Units		57,179
FIRST MIDWEST BANCORP COM STK USD0.01	3,900	Units		120,549
FIRST PLACE FINANCIAL/OHIO COM STK USD0.01	6,900	Units		96,531
FIRSTENERGY CORP COM STK USD0.10	14,300	Units		1,034,462
FISERV INC COM STK USD0.01	26,500	Units		1,470,485
FLEXTRONICS INTERNATIONAL ORD USD0.01	74,000	Units		892,440
FLIR SYSTEMS INC COM STK USD0.01	42,054	Units		1,316,290
FLUSHING FINANCIAL CORP COM STK USD0.01	44,700	Units		717,435
FOOT LOCKER INC COM STK USD0.01	46,065	Units		629,248
FOREST OIL CORP COM STK USD0.10	1,100	Units		55,924
FORESTAR REAL ESTATE GROUP INC COM STK USD1	5,500	Units		129,745
FORRESTER RESEARCH INC COM STK USD0.01	3,200	Units		89,664
FOUNDRY NETWORKS INC COM STK USD0.0001	82,800	Units		1,450,656
FREEPORT-MCMORAN COPPER & GOLD INC COM STK USD0.10	8,400	Units		860,496
FRIEDMAN BILLINGS RAMSEY GROUP INC CLASS'A'COM STK USD0.01	110,205	Units		346,044
FULLER(H.B.)CO COM STK USD1	12,400	Units		278,380
G & K SERVICES INC CLASS'A'COM STK USD0.50	7,210	Units		270,519
GAMESTOP CORPORATION NEW CLASS 'A' COM USD0.001	30,100	Units		1,869,511
GAP INC COM STK USD0.05	93,000	Units		1,979,040
GARMIN COM STK USD0.01	5,300	Units		514,100
GENCORP INC COM STK USD0.10	69,700	Units		812,702
GENENTECH INC COM USD0.02	41,100	Units		2,756,577
GENERAL CABLE CORP COM STK USD0.01	13,800	Units		1,011,264
GENERAL COMMUNICATIONS CLASS'A'COM NPV	18,100	Units		158,375
GENERAL DYNAMICS CORP COM STK USD1	17,200	Units		1,530,628
GENERAL ELECTRIC CO. COM STK USD0.06	141,700	Units		5,297,490
GENERAL MILLS INC COM STK USD0.1	37,700	Units		2,148,900
GENWORTH FINANCIAL INC COM STK USD0.001	24,300	Units		618,435
GEVITY HR INC COM USD0.01	20,420	Units		157,030
GILDAN ACTIVEWEAR INC COM NPV	33,300	Units		1,370,628
GILEAD SCIENCES INC COM STK USD0.001	197,200	Units		9,073,172
GLOBAL PAYMENTS INC COM STK USD0.001	6,900	Units		320,988
GOLDMAN SACHS GROUP INC COM STK USD0.01	21,100	Units		4,537,555
GOODRICH CORP COM STK USD5	34,200	Units		2,422,557
GOOGLE INC COM STK USD0.001 CLS'A'	12,700	Units		8,781,796
GRACO INC COM STK USD1	51,500	Units		1,918,890
GRAY TELEVISION INC.	50,900	Units		409,745
GREATBATCH INC COM STK USD0.001	3,361	Units		67,186
GREIF INC COM STK CLASS'A' NPV	1,400	Units		91,910
GRIFFON CORP COM STK USD0.25	13,440	Units		167,328
GROUP 1 AUTOMOTIVE INC COM STK NPV	6,365	Units		151,169
GUARANTY FINANCIAL GROUP INC COM STK USD1.00 'WI'	5,500	Units		88,000
GUESS INC COM STK USD0.01	38,800	Units		1,473,236
GYMBOREE CORP COM STK USD0.001	63,600	Units		1,937,256
HAEMONETICS CORP COM STK USD0.01	6,825	Units		430,112
HANMI FINANCIAL CORP COM STK USD0.001	300	Units		2,658
HANOVER INSURANCE GROUP INC COM STK USD0.01	12,530	Units		573,874
HANSEN NATURAL CORP COM STK USD0.005	17,700	Units		783,933
HARLEYSVILLE GROUP INC COM STK USD1	1,100	Units		38,918
HARMONIC INC COM STK USD0.001	170,400	Units		1,785,792
HARRAHS ENTERTAINMENT INC COM STK USD0.10	13,000	Units		1,153,750
HARRIS CORP COM STK USD1	6,665	Units		417,762
HARRIS STRATEX NETWORKS INC COM STK USD0.01 CLS'A'	11,400	Units		190,380
HARSCO CORP COM STK USD1.25	39,800	Units		2,549,986
HARTE-HANKS INC COM STK USD1	18,400	Units		318,320
HARTFORD FINANCIAL SERVICES GRP INC COM STK USD0.01	24,800	Units		2,173,707
HASBRO INC COM STK USD0.50	63,500	Units		1,624,330
HEALTH CARE REIT INC COM STK USD1	5,661	Units		252,990
HEALTH NET INC COM STK USD0.001	16,100	Units		777,630
HEALTHSPRING USD0.01	8,380	Units		159,639
HEIDRICK & STRUGGLES COM STK USD0.01	18,500	Units		686,535
HELIX ENERGY SOLUTIONS GROUP INC COM STK NPV	26,520	Units		1,100,580
HELMERICH & PAYNE INC COM STK USD0.10	46,700	Units		1,871,269
HERCULES OFFSHORE INC COM STK NPV	62,400	Units		1,483,872
HESS CORPORATION COM USD1	24,700	Units		2,494,222
HEWITT ASSOCIATES COM USD0.01 CLASS A	7,710	Units		295,216
HEWLETT-PACKARD CO COM STK USD0.01	129,800	Units		6,561,200
HEXCEL CORP COM STK USD0.01	61,700	Units		1,498,076
HILB ROGAL & HOBBS COM STK NPV	4,880	Units		197,982
HOLOGIC INC COM STK USD0.01	35,605	Units		2,443,927
HOME PROPERTIES INC COM STK USD0.01	8,700	Units		390,195
HORACE MANN EDUCATORS CORP COM STK USD0.001	8,940	Units		169,324
HORNBECK OFFSHORE SERVICES INC COM STK USD0.01	7,826	Units		351,779
HOSPIRA INC COM STK USD0.01	36,800	Units		1,569,152
HUB GROUP INC CLASS'A'COM SHS USD0.01	60,800	Units		1,616,064
HUMAN GENOME SCIENCES COM STK USD0.01	92,500	Units		965,700
HUMANA INC COM STK USD0.166	27,800	Units		2,093,618
IBERIABANK CORP COM STK USD1	3,700	Units		174,233
ICT GROUP INC COM STK USD0.01	8,500	Units		101,575
IDACORP INC COM STK NPV	25,200	Units		887,544
IKON OFFICE SOLUTIONS COM STK NPV	30,180	Units		392,944
IMATION CORP COM STK USD0.01	10,490	Units		220,290
IMS HEALTH INC COM STK USD0.01	35,600	Units		820,224
INFINITY PROPERTY & CASUALTY CORP COM NPV	3,825	Units		138,197
INFOSYS TECHNOLOGIES ADR EACH REPR 1ORD INR5	35,800	Units		1,623,888
ING GROEP N.V. ADR-EACH REPR 1 ORD(SPONS)	55,200	Units		2,147,832
INGRAM MICRO INC CLASS'A'COM STK USD0.01	26,590	Units		479,684
INSIGHT ENTERPRISE INC COM STK USD0.01	16,585	Units		302,510
INTEGRATED DEVICE TECHNOLOGY INC COM STK USD0.001	40,400	Units		456,924
INTERACTIVE DATA CORP COM STK NPV	10,500	Units		346,605
INTERCONTINENTAL EXCHANGE INC COM STK USD0.01	6,700	Units		1,289,750
INTERMEC INC COM STK USD0.01	38,700	Units		785,997
INTERNATIONAL BUS MACH CORP COM STK USD0.20	14,400	Units		1,556,640
INTERNATIONAL FLAVORS & FRAGRANCES COM STK USD0.125	18,400	Units		890,169
INTERNATIONAL GAME TECHNOLOGY COM STK USD0.000625	41,500	Units		1,829,003
INTERNATIONAL SPEEDWAY CORP CLASS'A'COM STK USD0.01	11,465	Units		472,129
INVACARE CORP COM STK NPV	14,500	Units		365,581
INVENTIV HEALTH INC COM STK USD0.001	5,100	Units		157,896
INVESCO LTD COM STK USD0.10	74,800	Units		2,347,224
INVITROGEN COM STK USD0.01	18,000	Units		1,681,380
ION GEOPHYSICAL CORPORATION COM STK USD0.01	91,900	Units		1,450,182
IPC HLDGS COM STK USD0.01	29,750	Units		858,883
ISIS PHARMACEUTICAL COM STK USD0.001	66,900	Units		1,053,675
JACK IN THE BOX INC COM STK USD0.01	6,200	Units		159,774
JARDEN CORP COM STK NPV	16,025	Units		378,350
JOHNSON & JOHNSON COM STK USD1	31,100	Units		2,074,370
JOHNSON CONTROLS INC COM STK USD0.01388	44,100	Units		1,595,097
JONES APPAREL GROUP INC COM STK USD0.01	11,465	Units		183,325
JOS A BANK CLOTHIERS COM STK USD0.01	46,856	Units		1,333,053
JOURNAL COMMUNICATIONS INC COM STK USD0.01	25,470	Units		227,702
JPMORGAN CHASE & CO COM STK USD1	48,900	Units		2,134,485
JUNIPER NETWORKS COM STK USD0.00001	61,100	Units		2,028,520
KADANT INC COM STK USD0.01	4,600	Units		136,482
KENNAMETAL INC CAP STK USD1.25	11,400	Units		431,604
KFORCE INC COM STK USD0.01	5,092	Units		49,647
KIMBERLY-CLARK CORP COM STK USD1.25	30,300	Units		2,117,061
KINDRED HEALTHCARE INC COM STK USD0.25	21,475	Units		536,446
KKR FINANCIAL HLDGS LLC COM STK USD0.01	24,024	Units		337,537
KLA TENCOR CORP COM STK USD0.001	17,300	Units		833,168
KNOLL INC COM STK USD1	30,180	Units		495,857
L-1 IDENTITY SOLUTIONS INC COM STK USD0.001	37,700	Units		676,715
LABORATORY CORP OF AMERICA HOLDINGS COM STK USD0.1	28,700	Units		2,167,711
LAKELAND FINANCIAL CORP COM STK USD0.01	3,400	Units		71,060
LAKES ENTERTAINMENT, INC.	38,410	Units		266,181
LAM RESEARCH CORP COM STK USD0.001	101,900	Units		4,405,137
LANCE INC COM STK USD0.833	8,400	Units		171,528
LANDSTAR SYSTEMS INC COM STK USD0.01	2,500	Units		105,375
LAZARD LTD COM STK CLASS 'A' USD0.01	61,600	Units		2,505,888
LEHMAN BROS HLDGS INC COM STK USD0.10	33,800	Units		2,211,872
LENNOX INTERNATIONAL INC COM STK USD0.01	14,890	Units		618,881
LEXINGTON REALTY TRUST COM STK USD0.0001	12,255	Units		209,286
LEXMARK INTERNATIONAL INC CLASS'A'COM STK USD0.01	7,700	Units		268,422
LIFEPOINT HOSPITALS INC COM STK USD0.01	22,205	Units		660,377
LIN TV CORP COM STK USD0.01	78,600	Units		956,562
LINCARE HLDGS INC COM STK USD0.01	25,380	Units		892,361
LINCOLN NATIONAL CORP COM STK USD1.25	15,600	Units		908,232
LIVE NATION INC COM STK USD0.01	27,605	Units		400,825
LOCKHEED MARTIN CORP COM STK USD1	13,400	Units		1,410,484
LODGENET INTERATIVE CORP	48,900	Units		852,816
MAGELLAN HEALTH SERVICES INC	4,240	Units		197,711
MANPOWER INC COM STK USD0.01	42,500	Units		2,418,250
MARATHON OIL CORP COM STK USD1	83,400	Units		5,075,724
MARRIOTT INTERNATIONAL INC COM STK USD0.01 CL'A'	86,500	Units		2,962,188
MASSEY ENERGY COM COM STK USD0.625	7,640	Units		273,522
MATTHEWS INTL CORP CLASS'A'COM STK USD1	7,895	Units		370,039
MAX CAPITAL GROUP COM STK USD1	31,905	Units		893,021
MAXIMUS INC COM STK NPV	7,966	Units		307,567
MB FINANCIAL INC COM STK USD0.01	4,400	Units		135,652
MBIA INC COM STK USD1	45,400	Units		882,250
MCAFEE INC COM STK USD0.01	16,910	Units		634,125
MCCLATCHY CO CLASS'A'COM STK USD0.01	12,300	Units		156,210
MCDONALD'S CORP COM STK USD0.01	33,000	Units		1,944,030
MCKESSON CORP COM STK USD0.01	32,400	Units		2,124,468
MDC HLDGS INC COM STK USD0.01	10,405	Units		386,338
MEADWESTVACO CORPORATION COM NPV	24,800	Units		776,240
MEDAREX INC COM STK USD0.01	91,200	Units		950,304
MEDIA GENERAL INC CLASS'A'COM USD5	28,500	Units		605,625
MEMC ELECTRONICS MATERIALS INC COM STK USD0.01	14,700	Units		1,300,803
MENTOR CORP COM STK USD0.10	8,995	Units		353,550
MERCK & CO INC COM STK USD0.01	88,400	Units		5,170,858
MERRILL LYNCH & CO INC COM STK USD1.333	64,400	Units		3,456,992
METLIFE INC COM STK USD0.01	35,500	Units		2,187,510
METTLER TOLEDO COM STK USD0.01	8,300	Units		944,540
MFA MORTGAGE INVESTMENTS COM SHS	50,915	Units		478,533
MICROCHIP TECHNOLOGY COM STK USD0.001	18,600	Units		584,412
MICROSOFT CORP COM STK USD0.00000625	229,800	Units		8,180,880
MICROSTRATEGY INC.	1,600	Units		152,160
MILLENNIUM PHARMACEUTICALS INC COM STK USD0.001	89,700	Units		1,343,706
MILLER(HERMAN) INC COM STK USD0.20	52,500	Units		1,705,913
MINERALS TECHNOLOGIES INC COM STK USD0.10	1,900	Units		127,205
MOLINA HEALTHCARE INC COM STK USD0.001	4,500	Units		174,150
MONEYGRAM INTERNATIONAL INC COM USD0.01	25,960	Units		399,485
MONRO MUFFLER BRAKE INC COM STK USD0.01	3,300	Units		64,317
MONSANTO CO NEW(DELAWARE) COM STK USD0.01	46,500	Units		5,193,585
MOOG INC CLASS'A'(LIM.V)USD1	4,900	Units		224,469
MORGAN STANLEY COM STK USD0.01	45,000	Units		2,389,950
MPS GROUP INC COM STK USD0.01	22,940	Units		250,964
MYLAN INC COM STK USD0.50	36,100	Units		507,566
MYRIAD GENETICS IN COM USD0.01	62,100	Units		2,882,682
NATIONAL FINANCIAL PARTNERS COM STK USD0.10	8,555	Units		391,714
NATIONAL OILWELL VARCO INC COM STK USD0.01	12,400	Units		910,904
NATIONAL SEMICONDUCTOR CORP COM STK USD0.50	58,000	Units		1,316,600
NATIONWIDE FINANCIAL SOLUTIONS INC CLASS'A'COM STK USD0.01	5,535	Units		250,569
NAVIGANT CONSULTING INC COM STK USD0.001	7,200	Units		98,424
NAVIGATORS GROUP INC COM STK USD0.10	2,000	Units		130,000
NEENAH PAPER INC COM STK USD0.01	4,305	Units		125,491
NETWORK APPLIANCE INC COM STK NPV	40,200	Units		1,003,392
NEW YORK TIMES CO COM CLASS'A'STK USD0.10	18,785	Units		329,301
NEWPARK RESOURCES INC COM STK USD0.01	26,685	Units		145,433
NEWS CORP CLASS'A'NON VTG COM STKUSD0.01	42,800	Units		876,972
NII HOLDINGS INC COM STK USD0.001	46,500	Units		2,246,880
NIKE INC CLASS'B'COM STK NPV	79,300	Units		5,112,655
NISOURCE INC COM STK NPV	53,500	Units		1,010,615
NOBLE CORP COM STK USD0.1	36,800	Units		2,079,568
NOBLE ENERGY INC COM USD3.33 1/3	14,800	Units		1,176,896
NOBLE INTERNATIONAL LD COM STK NPV	3,900	Units		63,609
NOKIA CORP ADR EACH REPR 1 EUR0.06	88,300	Units		3,389,837
NORDSON CORP COM STK NPV	3,660	Units		212,819
NORTHROP GRUMMAN CORP COM STK USD1	17,800	Units		1,399,792
NORTHWEST NATURAL GAS CO COM STK USD3.167	5,900	Units		287,094
NOVELLUS SYSTEMS INC COM STK NPV	50,300	Units		1,386,771
NU SKIN ENTERPRISES INC CLASS'A'COM STK USD0.001	39,890	Units		655,393
NUCOR CORP COM STK USD0.40	13,400	Units		801,722
NVIDIA CORP COM STK USD0.001	46,350	Units		1,576,827
NYSE EURONEXT INC COM STK USD0.01	35,000	Units		3,071,950
OCCIDENTAL PETROLEUM CORP COM USD0.20	70,200	Units		5,422,398
OCEANEERING INTERNATIONAL INC COM STK USD0.25	4,800	Units		323,280
OLD DOMINION FREIGHT LINE INC COM STK USD0.10	5,200	Units		120,172
OLIN CORP COM STK USD1	10,010	Units		193,493
OMNICARE INC COM STK USD1	44,665	Units		1,018,809
ONEOK INC COM STK NPV	22,700	Units		1,016,279
OPENTV CORP NPV CLASS'A'	122,900	Units		162,228
ORACLE CORP COM STK USD0.01	66,800	Units		1,508,344
O'REILLY AUTOMOTIVE INC COM STK USD0.01	35,900	Units		1,164,237
OSHKOSH CORPORATION	38,800	Units		1,833,688
OSI PHARMACEUTICALS INC COM STK USD0.01	24,200	Units		1,173,942
OVERSEAS SHIPHOLDING GROUP INC COM STK USD1	21,900	Units		1,630,017
OWENS & MINOR INC COM STK USD2	7,845	Units		332,863
OXFORD INDUSTRIES INC COM STK USD1	19,245	Units		495,944
PACER INTL INC COM	15,650	Units		230,871
PACIFIC CONTINETAL CORP COM STK USD1	4,800	Units		59,808
PACIFIC SUNWEAR OF CALIFORNIA INC COM STK USD0.01	10,075	Units		142,158
PACTIV CORP COM STK USD0.01	29,000	Units		772,270
PALL CORP COM STK USD0.10	44,900	Units		1,810,368
PALM INC COM STK USD0.001	79,600	Units		504,664
PANTRY INC COM STK USD0.01	5,500	Units		143,715
PARAMETRIC TECHNOLOGY CORP NEW COM STK USD0.01	14,100	Units		251,685
PARKER-HANNIFIN CORP COM STK USD0.50	20,850	Units		1,570,214
PARKWAY PROPERTIES INC COM STK USD0.001	3,200	Units		118,336
PARTNERRE COM STK USD1	7,800	Units		643,734
PDL BIOPHARMA INC COM STK USD0.01	78,100	Units		1,368,312
PENNEY(J.C.)CO INC COM STK USD0.50	26,300	Units		1,156,937
PEPSICO INC CAP STK USD0.0166	55,800