EXHIBIT 3(f)


                    AMERICAN WATER WORKS COMPANY, INC.

                                  BY-LAWS

                          ADOPTED APRIL 16, 1970

                      AS AMENDED TO FEBRUARY 4, 1999


                                 ARTICLE I

                               SHAREHOLDERS

     Section 1.  [As amended January 2, 1986 and further amended July 6,
1989]  The annual meeting of the stockholders of the Corporation shall be
held at its office at 1025 Laurel Oak Road, Voorhees, New Jersey, on the
first Thursday in May of each year (or if said day be a legal holiday, then
on the next succeeding day not a holiday), at eleven o'clock in the
forenoon, daylight saving time or standard time whichever shall be legally
in effect in the Township of Voorhees, New Jersey, on that date, or on such
other date or at such other time or at such other place within the
continental United States as may be designated in the notice of the annual
meeting, for the purpose of electing directors and for the transaction of
such other business as may properly be brought before the meeting.

     Section 2.  [As amended July 6, 1989 and further amended February 4,
1999]  Special meetings of the stockholders may be held only upon call of
the Board of Directors or the Executive Committee or the Chairman of the
Board or the President, at such place and at such time and date as may be
fixed by the body or person or persons giving such call, and as may be
stated in the notice setting forth such call.

     Section 3.  [As amended July 6, 1989]  Notice of the place, time and
date of every meeting of stockholders shall be delivered personally or
mailed at least ten days prior thereto to each stockholder of record
entitled to vote at such meeting at his address as it appears on the
records of the Corporation.  Such further notice shall be given as may be
required by law.

     Section 4.  Except as otherwise provided by law or in the Certificate
of Incorporation, as amended, of the Corporation, at all meetings of the
stockholders the presence in person or the representation by proxy of the
holders of the outstanding shares that would be entitled to cast at least a
majority of votes on a particular matter shall constitute a quorum for the
purpose of considering such matter.  If there be no such quorum present for
considering a particular matter, the meeting on such matter may be
adjourned from time to time, by vote of a majority of those present or
represented and entitled to vote on such matter, without notice other than
by announcement at the meeting, until such a quorum be present.

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     Section 5.  Meetings of the stockholders shall be presided over by the
Chairman of the Board, the Vice Chairman of the Board or the President or,
if none of such officers is present, by a Vice President or, if no such
officer is present, by a chairman to be chosen at the meeting.  The
Secretary of the Corporation or, in his absence, an Assistant Secretary, or
in the absence of both the Secretary and an Assistant Secretary, a person
appointed by the Chairman of the meeting shall act as secretary of the
meeting.

     Section 6.  Any stockholder entitled to vote at any meeting of
stockholders may so vote in person or by proxy, but no proxy shall be acted
upon after three years from its date, unless such proxy provides for a
longer period.

     Section 7.  [As amended January 2, 1986 and further amended March 5,
1992]  At all elections of directors by the stockholders of the
Corporation, each stockholder shall be entitled to vote as provided in the
Certificate of Incorporation, as amended, of the Corporation.  The Chairman
of the Board or the chairman of each meeting at which directors are to be
elected shall appoint an inspector of election, unless such appointment
shall be unanimously waived by those stockholders present or represented by
proxy at the meeting and entitled to vote at the election of directors.  No
director or candidate for the office of director shall be appointed as such
inspector.  Before undertaking his duties at any such meeting, the
inspector shall take and subscribe an oath or affirmation faithfully to
execute the duties of inspector at such meeting, with strict impartiality
and according to the best of his ability, and shall take charge of the
polls and after the balloting shall make a certificate of the result of the
vote taken.

     Section 8.  In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of
stock or for the purpose of any other lawful action, the Board of Directors
may fix, in advance, a record date, which shall not be more than sixty nor
less than ten days before the date of such meeting, or such other action.

     Section 9.  Any action required or permitted to be taken at any
meeting of stockholders may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the
action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon were
present and voted.  Prompt notice of the taking of the corporate action
without a meeting by less than unanimous consent shall be given to those
stockholders who have not consented in writing.

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                                ARTICLE II

                            BOARD OF DIRECTORS

     Section 1.  (a)  [As amended January 16, 1975 and further amended May
4, 1989, March 5, 1992 (effective May 7, 1992), September 4, 1997, March 5,
1998 (effective May 7, 1998) and October 1, 1998]  The Board of Directors
shall consist of thirteen directors, but the number of directors may be
increased or decreased from time to time, within the limits as to the
number specified in the Certificate of Incorporation, as amended, of the
Corporation, in the manner hereinafter provided for amendment of the 
by-laws of the Corporation, but subject to Article Eleventh of the
Certificate of Incorporation, as amended.

     (b)  [As amended January 16, 1975 and further amended March 5, 1992] A
majority of the number of directors shall constitute a quorum; provided,
however, no amendment of this sentence shall be adopted which is in
violation of the provisions of paragraph (h) of Section 1 of Division D of
Article FOURTH of the Certificate of Incorporation, as amended.

     (c)  [As amended January 16, 1975]  Commencing with the annual
election of directors in the year 1975, no person shall be qualified to
serve as a director of the Corporation unless he is the beneficial holder
of at least 100 shares of the common stock of the Corporation.

     (d) [As amended January 16, 1975 and further amended August 26, 1976,
December 21, 1978, June 19, 1980, February 16, 1984 (effective June 1,
1984), January 2, 1986 and January 6, 1994]  (i)  No person shall be
eligible for election to the Board of Directors of the Corporation in any
year if such person shall be 72 years of age or older on the first day of
the year of such election.

         (ii)  Each member of the Board of Directors who ceases to be a
director for any reason other than death after reaching the age of 65 shall
thereupon become a Director Emeritus and shall serve as a Director Emeritus
until the date of the second Annual Meeting following the date when such
person first became a Director Emeritus.  Each Director Emeritus will have
the right to receive notice of meetings and to attend meetings of the Board
of Directors and of each Committee thereof on which such Director Emeritus
was serving immediately prior to becoming a Director Emeritus but will not
have the right to vote on matters which come before the Board of Directors
or any committee thereof.

     Section 2.  Vacancies in the Board of Directors shall be filled by a
majority of the remaining directors though less than a quorum and a
director so chosen shall hold office until the next annual meeting of the
stockholders and until the election and qualification of his successor.  In
case of any increase in the number of directors as provided in Section 1 of
this Article II, the stockholders or the Board of Directors (by a majority
of the directors constituting the Board prior to such increase), as the
case may be, may, at the meeting at which such increase is voted, or at any
adjournment or adjournments thereof, elect such additional directors as
shall be required, and the directors so chosen shall hold office until the
next annual meeting of the stockholders and until the election and
qualification of their respective successors.

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     Section 3.  Meetings of the Board of Directors shall be held at such
place as may from time to time be fixed by resolution of the Board or as
may be specified in the call of any meeting.  Regular meetings of the Board
of Directors shall be held at such times as may from time to time be fixed
by resolution of the Board; and special meetings may be held at any time
upon the call of the Executive Committee or of the Chairman of the Board or
the President, by oral, telegraphic or written notice, duly served on or
sent or mailed to each director not less than two days before the meeting. 
A meeting of the Board may be held without notice immediately after the
annual meeting of stockholders at the same place at which such annual
meeting is held.  Notice need not be given of regular meetings of the Board
held at times fixed by resolution of the Board.

     Section 4.  [As amended June 4, 1998]  The Board of Directors may, by
resolution or resolutions, passed by a majority of the whole Board,
designate an Executive Committee, to consist of two or more of the
directors, as the Board may from time to time determine.  The Executive
Committee shall have and may exercise, when the Board is not in session,
all the powers of the Board of Directors in the management of the business
and affairs of the Corporation, and shall have power to authorize the seal
of the Corporation to be affixed to all papers which may require it;
provided that the Executive Committee shall not have or exercise any such
power or powers if and so long as a "two years' default in preferred
dividends," as defined in subdivision (f) of Section 1 of Division D of
Article FOURTH of the Certificate of Incorporation, as amended, of the
Corporation shall exist.  The Executive Committee shall not have power to
(i) fill vacancies in the Board, (ii) to change the membership of or to
fill vacancies in this or any Committee of the Board, (iii) approve or
adopt, or recommend to the stockholders, any action or matter expressly
required by the laws of Delaware to be submitted to stockholders for
approval and (iv) adopt, amend or repeal any by-law of the Corporation. 
The Board shall have the power at any time to change the membership of the
Executive Committee, to fill vacancies in it, or to dissolve it.  The Board
of Directors shall also have the power to designate one or more alternate
members of said Executive Committee, which alternate members shall have
power to serve, subject to such conditions as the Board of Directors may
prescribe, as a member or members of said Executive Committee during the
absence or inability to act of any one or more members of said Committee. 
The Executive Committee may make rules for the conduct of its business and
may appoint such committees and assistants as it shall from time to time
deem necessary.  A majority of the members of the Executive Committee shall
constitute a quorum.

     Section 5.  The Board of Directors may also, by resolution or
resolutions, passed by a majority of the whole Board, designate one or more
other committees, each such committee to consist of one or more of the
directors of the Corporation, which, to the extent provided in said
resolution or resolutions, shall have and may exercise the powers of the
Board of Directors in the management of the business affairs of the
Corporation, and may have power to authorize the seal of the Corporation to
be affixed to all papers which may require it; provided that no such
committee shall have or exercise any such power or powers if and so long as
a "two years' default in preferred dividends," as defined in subdivision
(f) of Section 1 of Division D of Article FOURTH of the Certificate of
Incorporation, as amended, of the Corporation shall exist.  Such committee
or committees shall have such name or names as may be determined from time
to time by resolution adopted by the Board of Directors.  A majority of the
members of any such committee may determine its action and fix the time and
place of its meetings unless the Board of

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Directors shall otherwise provide.  The Board of Directors shall have power
at any time to change the membership of, to fill vacancies in, or dissolve
any such committee.

     Section 6.  One or more of members of the Board of Directors or any
committee thereof may participate in a meeting of the Board or a committee
thereof by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can
hear each other.

     Section 7.  [As amended January 16, 1975]  In addition to
reimbursement of his reasonable expenses incurred in attending meetings or
otherwise in connection with his attention to the affairs of the
Corporation, each Director and each Director Emeritus as such, and as a
member of the Executive Committee or of any other committee of the Board of
Directors, shall be entitled to receive such compensation as may be fixed
from time to time by the Board of Directors, subject to any applicable
restriction imposed by the Certificate of Incorporation, as amended, of the
Corporation.

     Section 8.  [As amended February 4, 1987]  (a)  The Corporation shall
indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the
fact that such person is or was a director, officer or employee of the
Corporation or a constituent Corporation absorbed in a consolidation or
merger or is or was serving at the request of the Corporation or a
constituent Corporation absorbed in a consolidation or merger, as a
director, officer or employee of another Corporation, partnership, joint
venture, trust or other enterprise, including an employee benefit plan,
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding to the extent that such
person is not otherwise indemnified and to the extent that such
indemnification is not prohibited by applicable law.  For this purpose the
Board of Directors may, and on request of any such person shall be required
to, determine in each case whether or not the applicable standards in any
applicable statute have been met, or such determination shall be made by
independent legal counsel if the Board of Directors so directs or if the
Board of Directors is not empowered by statute to make such determination. 
Expenses incurred by an officer, director or employee of the Corporation in
defending a civil or criminal action, suit or proceeding shall be paid by
the Corporation in advance of the final disposition of such action, suit or
proceeding subject to the provisions of any applicable statute.  The
obligations of the Corporation to indemnify a director, officer or employee
under this Article II, including the duty to advance expenses, shall be
considered a contract between the Corporation and such individual, and no
modification or repeal of any provision of this Article II shall affect, to
the detriment of the individual, such obligations of the Corporation in
connection with a claim based on any act or failure to act occurring before
such modification or repeal.

     (b)  The indemnification and advancement of expenses provided by this
Article II shall not be deemed exclusive of any other right to which one
indemnified may be entitled, both as to action in such person's official
capacity and as to action in another capacity while holding such office,
and shall inure to the benefit of the heirs, executors and administrators
of any such person.

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     (c)  The Board of Directors shall have the power to (i) authorize the
Corporation to purchase and maintain, at the Corporation's expense,
insurance on behalf of the Corporation and on behalf of others to the
extent that power to do so has been or may be granted by statute, and (ii)
give other indemnification to the extent permitted by law.


                                ARTICLE III

                                 OFFICERS

     Section 1.  The Board of Directors as soon as may be after its
election shall choose a President of the Corporation, one or more Vice
Presidents, a Secretary and a Treasurer and from time to time may appoint
such Assistant Secretaries, Assistant Treasurers and such other officers,
agents and employees as it may deem proper.  The President shall be chosen
from among the directors.  The Board in its discretion may also choose a
Chairman of the Board and a Vice Chairman of the Board from among the
directors.

     Section 2.  The term of office of each officer shall be one year, or
until his successor is elected and qualified or until his earlier
resignation or removal.  Any officer may resign at any time upon written
notice to the Corporation.  Any officer may be removed from office at any
time by the affirmative vote of a majority of the members of the Board then
in office.

     Section 3.  [As amended May 17, 1984 (effective June 1, 1984) and
further amended May 4, 1988]  The Chairman of the Board shall preside at
all meetings of the stockholders (except as otherwise provided by statute)
and of the Board of Directors, and shall have such other powers and duties
as may from time to time be prescribed by the Board of Directors, but shall
not participate in the day-to-day management or operations of the
Corporation except as provided in Section 4 of this Article III in the
event of a vacancy in the office of President.  The Vice Chairman of the
Board shall assist the Chairman of the Board in carrying out the Chairman's
duties and, in the absence of the Chairman of the Board, shall have the
powers and duties of the Chairman of the Board.  The Vice Chairman shall
also have such other powers and duties as may from time to time be assigned
to such officer by the Board of Directors.

     Section 4.  The President shall be the chief executive officer of the
Corporation and shall supervise the carrying out of the policies adopted or
approved by the Board.  He shall have general power to execute bonds, deeds
and contracts in the name of the Corporation and to affix the corporate
seal; to appoint and fix the compensation of all employees and agents of
the Corporation whose appointment is not otherwise provided for; to remove
or suspend such employees or agents as shall not have been appointed by the
Board of Directors, and to exercise all the powers usually appertaining to
the chief executive officer of a corporation, except those required by
statute or by these by-laws to be exercised by another officer.  In the
absence of the Chairman and the Vice Chairman of the Board, he shall
preside at all meetings of the stockholders and of the Board of Directors. 
In the event of a vacancy in the office of President, the powers and duties
of the President as chief executive officer of the Corporation shall,
without further action of any kind,

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devolve upon and to the Chairman of the Board.  Upon the filling of such
vacancy, such powers and duties as chief executive officer shall, without
further action of any kind, revert to the President of the Corporation.

     Section 5.  The several Vice Presidents shall perform all such duties
and services as shall be assigned to or required of them, from time to
time, by the Board of Directors or the President, respectively, and, unless
their authority be expressly limited, shall act, in the order of their
election, in the place of the President, exercising all his powers and
performing his duties, during his absence or disability.

     Section 6.  Subject to such limitations as the Board of Directors may
from time to time prescribe, the other officers of the Corporation shall
each have such powers and duties as generally pertain to their respective
offices, as well as such powers and duties as from time to time may be
conferred by the Board of Directors.  Any officer, agent or employee of the
Corporation may be required to give bond for the faithful discharge of his
duties, in such sum and with such surety or sureties as the Board of
Directors may from time to time prescribe.


                                ARTICLE IV

                           CERTIFICATES OF STOCK

     Section 1.  [As amended January 2, 1986]  The interest of each
stockholder of the Corporation shall be evidenced by certificates for
shares of stock in such form as the Board of Directors may from time to
time prescribe.  The shares in the stock of the Corporation shall be
transferable on the books of the Corporation by the holder thereof in
person or by his attorney, upon compliance with Section 3 below or upon
surrender for cancellation of certificates for the same number of shares,
with an assignment and power of transfer endorsed thereon or attached
thereto, duly executed, and with such proof of the authenticity of the
signature as the Corporation or its agents may reasonably require.

     Section 2.  [As amended January 8, 1998]  The certificates of stock
shall be signed by the Chairman of the Board, the President or a Vice
President and by the Secretary or the Treasurer or an Assistant Secretary
or an Assistant Treasurer of the Corporation (except that where any such
certificate is manually countersigned by a transfer agent other than the
Corporation or its employee or by a registrar other than the Corporation or
its employee, any other signature on the certificate may be facsimile,
engraved or printed), shall be sealed with the seal of the Corporation (or
shall bear a facsimile of such seal, engraved or printed) and shall be
countersigned and registered in such manner, if any, as the Board of
Directors may by resolution prescribe.  In case any officer or officers who
shall have signed, or whose facsimile signature or signatures shall have
been used on any such certificate or certificates, shall cease to be such
officer or officers of the Corporation, whether because of death,
resignation or otherwise, before such certificate or certificates shall
have been delivered by the Corporation, such certificate or certificates
may nevertheless be adopted by the Corporation and be issued and delivered
as though the person or persons who

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signed such certificate or certificates, or whose facsimile signature or
signatures shall have been used thereon, had not ceased to be such officer
or officers of the Corporation.

     Section 3.  No certificate for shares of stock in the Corporation
shall be issued in place of any certificate alleged to have been lost,
stolen or destroyed, except upon production of such evidence of such loss,
theft or destruction and upon delivery to the Corporation of a bond of
indemnity in such amount, upon such terms and with such surety, as the
Board of Directors in its discretion may require.


                                 ARTICLE V

                             CORPORATE RECORDS

     The books and records of the Corporation may be kept outside of
Delaware at such other place or places as the Board of Directors may from
time to time determine.


                                ARTICLE VI

                            CHECKS, NOTES, ETC.

     All checks and drafts on the Corporation bank accounts and all bills
of exchange and promissory notes, and all acceptances, obligations and
other instruments for the payment of money, shall be signed by such officer
or officers or agent or agents or other employee or employees as shall be
thereunto authorized from time to time by the Board of Directors.


                                ARTICLE VII

                                FISCAL YEAR

     The fiscal year of the Corporation shall begin on the first day of
January in each year and shall end on the thirty-first day of December
following.


                               ARTICLE VIII

                              CORPORATE SEAL

     The corporate seal shall have inscribed thereon the name of the
Corporation and the words "Incorporated Delaware 1936."  In lieu of the
corporate seal, when so authorized by the Board of Directors or a duly
empowered committee thereof, and permitted by law, a facsimile thereof may
be impressed or affixed or reproduced.

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                                ARTICLE IX

                                  OFFICES

     The Corporation and the stockholders and the directors may have
offices outside of the State of Delaware at such places as shall be
determined from time to time by the Board of Directors.


                                 ARTICLE X

                                AMENDMENTS

     [As amended May 4, 1989]  Subject to the provisions of Section 1 of
Division D of Article Fourth and of Article Eleventh of the Certificate of
Incorporation, as amended, of the Corporation, the by-laws of the
Corporation, regardless of whether made by the stockholders or by the Board
of Directors, may be altered, added to, or repealed at any meeting of the
Board of Directors or of the stockholders, provided notice of the proposed
change is given in the notice of the meeting.  No change of the time or
place for the annual meeting of the stockholders for the election of
directors shall be made except in accordance with the Certificate of
Incorporation, as amended, of the Corporation and the laws of Delaware.

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