Exhibit 10(b)

               Contract betweent Elizabethtown Water Company and
          the Township of Edison to Provide Water on a Wholesale Basis
                          

                THIS AGREEMENT made this 25th day of June, 1997

BETWEEN

                ELIZABETHTOWN WATER COMPANY, a public utility and corporation
           organized under the laws of the State of New Jersey, with its
           principal office at 600 South Avenue, Town of Westfield, County of
           Union, State of New Jersey,

                hereinafter referred to as "Elizabethtown,"

AND

                TOWNSHIP OF EDISON, in the County of Middlesex, a municipal
           corporation organized under the laws of the State of New Jersey,
           Township of Edison, County of Middlesex, State of New Jersey,

                hereinafter referred to as "Edison."

           WHEREAS, Edison desires to obtain a supply of water to be used by
the Township and its inhabitants; and
           WHEREAS, Elizabethtown has a Rate Schedule No. ED-8, Service to
Other Systems Under Contract, filed under authority of the Board of Public
Utilities, and Edison desires to obtain a supply of water under that rate
schedule and subject to its provisions, as may be amended and supplemented
under approval of the Board of Public Utilities; and
           WHEREAS, Elizabethtown and Edison presently have a contract for
water supply dated December 27, 1967, which expires on December 27, 1997 and
which requires certain amendments and the parties desire to have this
Agreement supersede said contract.
W I T N E S S E T H:
           Elizabethtown agrees to sell, deliver and transport to Edison, and
Edison agrees to purchase and accept water from the water sources or supply
of Elizabethtown at the rates set forth in the Rate Schedule No. ED-8,
Service to Other Systems Under Contract and subject to its provisions as may
be amended and supplemented under approval of the Board of Public Utilities.
           It is further agreed between Elizabethtown and Edison that:
           1.   The Term of this agreement shall be thirty (30) years.
           2.   Elizabethtown will meter all water supplied to Edison at the
existing Truman Drive Meter (hereinafter called the "Truman Drive Meter
Station") and at the existing meter on Talmadge Road (hereinafter called
"Talmadge Road Meter Station" and together with the Truman Drive Meter
Station, the "Meter Stations") and at such other points as may be designated
by mutual agreement.  As further consideration for this Agreement and
pursuant to the provisions of the County and Municipal Water Supply Act,
N.J.S.A. 40A:31-1 (the "Water Supply Act"), Elizabethtown agrees to expand
and upgrade the Talmadge Road Booster Station in order to enhance the volume,
pressure and quality of water to be supplied by Elizabethtown to Edison as
follows:

           (a)  Install two new ten thousand (10,000) gallon per minute (gpm)
           pumps with three hundred (300) horsepower motors;

           (b)  Install a variable frequency drive and controls to the motor,
           which will allow the pump to maintain reasonably constant pressure
           in the system, regardless of fluctuations in system demand;

           (c)  Install an enclosed diesel driven standby power generator;
 
           (d)  Install an automatic transfer switch;

           (e)  Upgrade station piping;

           (f)  Upgrade electrical wiring; and

           (g)  Install remote sensory units and switches to allow for
           twenty-four (24) hour monitoring and control of the Station at
           Elizabethtown's central control room in Netherwood.


      All expenses associated therewith shall be solely at the expense of
Elizabethtown.  In order to enable Elizabethtown to undertake such
improvements, Edison, pursuant to the Water Supply Act, hereby grants an
exclusive license to Elizabethtown for the term of this Agreement to enable
it to operate, maintain and make the improvements to the Talmadge Road
Booster Station.  All improvements shall be owned by Elizabethtown.
           3.   Elizabethtown will not be required to supply water at a total
rate of flow greater than four and one-half million (4,500,000) gallons per
day through the Meter Stations unless notified at least twenty-four (24)
hours in advance by Edison or its operator and in that event, the total rate
of flow shall not exceed seven million seven hundred fifty thousand
(7,750,000) gallons per day, unless written permission of Elizabethtown is
obtained as a supplement hereto, except that these rates of flow and daily
quantities may be exceeded on reasonable notice in case of fire or other
catastrophe requiring an emergency supply of water.
           4.   Initially, Edison will furnish Elizabethtown with a statement
of its total minimum daily requirements for the Meter Stations, which will
not be less than four million five hundred thousand (4,500,000) gallons per
day.  Thereafter, Edison or its operator will submit to Elizabethtown, at
intervals of six (6) months, a written statement of its total minimum daily
requirements for the following six (6) months, which minimum for the Meter
Stations shall not be less than four million five hundred thousand
(4,500,000) gallons per day.  This statement shall fix the rate category for
the period, as indicated in the filed rate schedule.
           5.   The charge for the amount of water supplied shall be
determined by the total daily quantity supplied through the Meter Stations
multiplied by the rate for the category fixed for each six-month period.  The
daily charge to be paid by Edison shall not be less than the stated total
minimum daily requirements for the Meter Stations multiplied by the rate for
the category fixed for the six (6) month period.
           6.   Elizabethtown shall provide a continuous, regular and
uninterrupted supply of water to Edison.  Elizabethtown undertakes to supply
such continuous and regular service to Edison subject to interruptions by
reason of acts of God, accident, strike, legal process, State or municipal
interference or other causes whatsoever beyond its control and shall not be
liable for damages to Edison by reasons of interruptions in the supply of
water to Edison's system.
           7.   This contract shall go into effect on July 1, 1997.




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           IN WITNESS WHEREOF, the Elizabethtown Water Company has caused
these presents to be signed by its Senior Vice President and its corporate
seal to be affixed hereto and attested by its Secretary, and the Township of
Edison, in the County of Middlesex, has caused these presents to be signed by
its Mayor, and its corporate seal to be affixed hereto and attested by its
Clerk, the day and year first above written.

                                    ELIZABETHTOWN WATER COMPANY


                                    By:_________________________
                                       Norbert Wagner
                                       Senior Vice President

Attest:


_____________________________
Walter M. Braswell, Secretary

                                    TOWNSHIP OF EDISON, in the
                                    County of Middlesex


                                    By:__________________________
                                       George A. Spadoro
                                       Mayor


Attest:


______________________________
Reina A. Murphy, Clerk