FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person *   Smith Mark S 2. Date of Event Requiring Statement (Month/Day/Year) 09/20/2012 3. Issuer Name and Ticker or Trading Symbol American Water Works Company, Inc. [AWK] (Last) (First) (Middle) 1025 LAUREL OAK ROAD 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) VP & Chief Information Officer 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) VOORHEES, NJ 08043 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common Stock 304 (1) (2) D Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	  (3)	12/31/2016	Common Stock	576	$ 21.51	D	Â
Employee Stock Option (right to buy)	  (4)	12/31/2017	Common Stock	981	$ 27.08	D	Â
Employee Stock Option (right to buy)	  (5)	12/31/2018	Common Stock	4,008	$ 34.12	D	Â
Performance Stock Unit	  (6)	12/31/2012	Common Stock	323	$ (6)	D	Â
Performance Stock Unit	  (7)	12/31/2013	Common Stock	168	$ (7)	D	Â
Performance Stock Unit	  (8)	12/31/2014	Common Stock	438	$ (8)	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Smith Mark S 1025 LAUREL OAK ROAD VOORHEES, NJ 08043	Â	Â	  VP & Chief Information Officer	Â

Signatures

/s/ Karen K. Pettiford-Wilson by Power of Attorney		09/27/2012
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Represents the earned portion of the Award on 2/20/2009, or 368 shares, less 128 shares withheld for taxes, that vested on February 23, 2012.
(2)	Represents 64.2905 shares purchased through the Employee Stock Purchase Plan.
(3)	The option award of 1,728 shares, on 3/25/2010, that vests in three equal installments on January 1, 2011, 2012 and 2013.
(4)	The option award of 1,471 shares, on 2/24/2011, that vests in three equal installments on January 1, 2012, 2013 and 2014.
(5)	The option award of 4,008 shares, on 2/23/2012, that vests in three equal installments on January 1, 2013, 2014 and 2015.
(6)	Each performance stock unit represents a contingent right to receive one share of American Water's (the "Company") common stock. The actual number of performance stock units that may be earned will be based on the Company's annual total stockholder return ("TSR") relative to the performance of the other companies in the Dow Jones U.S. Utility Index over the three-year performance period beginning on January 1, 2010 and ending December 31, 2012. The number of performance stock units shown in column 5 is equal to the target number of performance stock units that may be earned.
(7)	Each performance stock unit represents a contingent right to receive one share of American Water's (the "Company") common stock. The actual number of performance stock units that may be earned will be based on the Company's annual total stockholder return ("TSR") relative to the performance of the other companies in the Dow Jones U.S. Utility Index over the three-year performance period beginning on January 1, 2011 and ending December 31, 2013. The number of performance stock units shown in column 5 is equal to the target number of performance stock units that may be earned.
(8)	Each performance stock unit represents a contingent right to receive one share of American Water's (the "Company") common stock. The actual number of performance stock units that may be earned will be based on the Company's annual total stockholder return ("TSR") relative to the performance of the other companies in the Dow Jones U.S. Utility Index over the three-year performance period beginning on January 1, 2012 and ending December 31, 2014. The number of performance stock units shown in column 5 is equal to the target number of performance stock units that may be earned.

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