<PAGE>

                                                    EXHIBIT INDEX ON PAGES 11-15


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   -----------
                                    FORM 10-K

                        FOR ANNUAL AND TRANSITION REPORTS
                     PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

(Mark One)
[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

      For the fiscal year ended December 31, 2000

                                       OR

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

      For the transition period from ________ to ________

                         Commission File Number 1-3437-2

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

            Delaware                               51-0063696
-------------------------------       ------------------------------------
(State or Other Jurisdiction of       (I.R.S. Employer Identification No.)
 Incorporation or Organization)

1025 Laurel Oak Road, Voorhees, New Jersey                  08043
------------------------------------------               ----------
(Address of Principal Executive Offices)                 (Zip Code)

Registrant's telephone number, including area code 856-346-8200

Securities registered pursuant to Section 12(b) of the Act:

                                               Name of Each Exchange on
     Title of Each Class                           Which Registered
     -------------------                       ------------------------

Common Stock, $1.25 par value per share        New York Stock Exchange
Cumulative Preferred Stock, 5% Series,
  $25 par value per share                      New York Stock Exchange
5% Cumulative Preference Stock,
  $25 par value per share                      New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None
<PAGE>

      Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO [ ]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

     The aggregate market value of the voting stock held by non-affiliates of
the Registrant at March 5, 2001 was $1,927,357,569.

     As of March 5, 2001, there were a total of 98,964,185 shares of Common
Stock, $1.25 par value per share, outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

     Certain information contained and incorporated by reference herein contains
forward-looking statements as such term is defined in Section 27A of the
Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). Certain
factors could cause actual results to differ materially from those in the
forward-looking statements. Those factors include, but are not limited to, the
unpredictability of weather, rate regulations and timing of rate cases, and
changes to existing and proposed environmental regulations. See "Management's
Discussion and Analysis" beginning on page 23 of the Company's Annual Report to
Shareholders incorporated herein by reference.

     (1) The following pages and section in Registrant's Annual Report to
Shareholders for 2000 are incorporated by reference into Part I, Item 1 and Part
II of this Form 10-K: pages 22 through 53, with the exception of the section
entitled "Management's Responsibility for Financial Reporting" on page 35; and
the section entitled "Range of Market Prices" on page 57.

     (2) The following pages and section in Registrant's definitive Proxy
Statement relating to Registrant's Annual Meeting of Shareholders on May 3, 2001
are incorporated by reference into Part III of this Form 10-K: Page 2 (beginning
with the sixth full paragraph thereon) through page 5, the section entitled
"Director Remuneration" on page 7, pages 8 and 9,the section entitled "Section
16(a) Beneficial Ownership Reporting Compliance" on page 10, and pages 15
through 19.
<PAGE>

                                                                          Page 1


                                     PART I

Item 1. Business

     The "Description of the Business" is set forth on pages 23 and 25 of the
Annual Report to Shareholders for 2000, filed as Exhibit 13 to this Report on
Form 10-K; and such description is hereby specifically incorporated herein by
reference thereto. The information provided in that section is supplemented by
the following details:

     The water supplies of the regulated subsidiaries consist of surface
supplies, wells, and in a limited number of cases, water purchased under
contract. Such supplies are considered adequate to meet present require- ments.
In general, all surface supplies are filtered and substantially all of the water
is treated with chlorine, and, in some cases, special treatment is provided to
correct specific conditions of the water.

     In general, the regulated subsidiaries have valid franchises, free from
unduly burdensome restrictions, sufficient to enable them to carry on their
business as presently conducted. They derive such franchise rights from statutes
under which they were incorporated, municipal consents and ordinances, or
certificates or permits received from state or local regulatory agencies.
In most instances, such franchise rights are non-exclusive.

     In most of the states in which the operations of the regulated subsidiaries
are carried on, there exists the right of municipal acquisition by one or both
of the following methods: (1) condemnation; or (2) the right of purchase given
or reserved by the law of the state in which the company was incorporated or
received its franchise. The price to be paid upon condemnation is usually
determined in accordance with the law of the state governing the taking of land
or other property under eminent domain statutes; in other instances, the price
is fixed by appraisers selected by the parties, or in accordance with a formula
prescribed by the law of the state or in the particular franchise or special
charter.

     The Registrant and its regulated subsidiary companies acquire water and
wastewater utility systems that complement existing service territories or which
enhance geographic diversification. Acquisitions of utility systems by the
Registrant and its subsidiary companies are described in the subsection entitled
"Acquisitions of Utility Systems" under the section entitled "System Growth and
Development," located on page 25 and 26 of the Annual Report to Shareholders for
2000, filed as Exhibit 13 to this Report on Form 10-K; such information is
hereby specifically incorporated herein by reference thereto.

     Some of the expenditures for construction by regulated subsidiaries have
included facilities to comply with federal and state water quality and safety
standards. The nature of some of the construction is described in the subsection
entitled "Capital Spending Program" under the section entitled "System Growth
and Development," located on page 26 of the Annual Report to Shareholders for
2000, filed as Exhibit 13 to this Report on Form 10-K; such information is
hereby specifically incorporated herein by reference thereto.

     The number of persons employed by the Registrant and subsidiary companies
totaled 5,050 at December 31, 2000.
<PAGE>

                                                                          Page 2


Item 1A. Executive Officers of the Registrant

     The following sets forth the names, ages and business experience during the
past five years of the executive officers of the Registrant and those who
perform equivalent responsibilities for the Registrant. No family relationships
exist among any of such executive officers, nor do any arrangements or
understandings exist between any such executive officer and any other person
pursuant to which he or she was selected as an officer.

      Name             Age   Business Experience During Past Five Years

J. James Barr           59   President and Chief Executive Officer
                             of the Registrant since March, 1998 and Acting
                             President and Chief Executive Officer of the
                             Registrant from November, 1997 to March, 1998.
                             Vice President and Treasurer of the
                             Registrant prior thereto.

Ellen C. Wolf           47   Vice President and Chief Financial Officer
                             of the Registrant since May, 1999.  Vice
                             President-Treasurer of Bell Atlantic
                             Corporation prior thereto.

W. Timothy Pohl         46   General Counsel and Secretary of the
                             Registrant.

Joseph F. Hartnett, Jr. 49   Treasurer of the Registrant since January,
                             1998 and Vice President-Finance since May, 1998
                             and Vice President and Treasurer from September,
                             1992 to May, 1998 of American Water Works Service
                             Company, Inc., the service subsidiary of the
                             Registrant.

Robert D. Sievers       47   Comptroller of the Registrant.

     The executive officers are elected at the annual organizational meeting of
the Board of Directors of the Registrant which is held in May. The executive
officers serve at the pleasure of the Board of Directors. Successors to officers
who resign, die or are removed during the year are elected by the Board.

Item 2. Properties

     The Registrant leases its office space, equipment and furniture from one of
its wholly-owned subsidiaries. The office space, equipment and furniture are
located in Voorhees, New Jersey and are utilized by the Registrant's directors,
officers and staff in the conduct of the Registrant's business.
<PAGE>

                                                                          Page 3


     The regulated subsidiaries own, in the states in which they operate,
transmission and distribution mains, pump stations, treatment plants, storage
tanks, reservoirs and related facilities. Properties are adequately maintained
and units of property are replaced as and when necessary. The Registrant
considers the properties of its regulated subsidiaries to be in good operating
condition.

     A substantial acreage of land is owned by the regulated subsidiaries, the
greater part of which is located in watershed areas, with the balance being
principally sites of pumping and treatment plants, storage reservoirs, tanks and
standpipes.

Item 3. Legal Proceedings

     There are no pending material legal proceedings, other than ordinary,
routine litigation incidental to the business, to which the Registrant or any of
its subsidiaries is a party or of which any of their property is the subject.

Item 4. Submission of Matters to a Vote of Security Holders

     None.

                                     PART II

Item 5. Market for the Registrant's Common Equity and Related Stockholder
        Matters

     The information required under this item is contained in the section
entitled "Range of Market Prices," located on page 57 of the Annual Report to
Shareholders for 2000, filed as Exhibit 13 to this Report on Form 10-K; such
information is hereby specifically incorporated herein by reference thereto.

Item 6. Selected Financial Data

     The information required under this item is contained in the section
entitled "Consolidated Summary of Selected Financial Data," located on page 22
of the Annual Report to Shareholders for 2000, filed as Exhibit 13 to this
Report on Form 10-K; such information is hereby specifically incorporated by
reference thereto.

Item 7. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

     The information required under this item is contained in the section
entitled "Management's Discussion and Analysis," located on pages 23 through 34
of the Annual Report to Shareholders for 2000, filed as Exhibit 13 to this
Report on Form 10-K; such information is hereby specifically incorporated herein
by reference thereto.
<PAGE>

                                                                          Page 4


Item 7A. Quantitative and Qualitative Disclosures About Market Risk

     The information required by this item with respect to market risk is
contained on page 33, within the section entitled "Management's Discussion and
Analysis," located on pages 23 through 34 of the Annual Report to Shareholders
for 2000, filed as Exhibit 13 to this Report on Form 10-K; such information is
hereby specifically incorporated herein by reference thereto.

Item 8. Financial Statements and Supplementary Data

     The financial statements, together with the report thereon of
PricewaterhouseCoopers LLP dated January 30, 2001, except as to Note 4 which is
as of March 1, 2001, appearing on pages 35 through 53 of the 2000 Annual Report
to Shareholders, filed as Exhibit 13 to this Report on Form 10-K, are hereby
specifically incorporated herein by reference thereto.

Item 9. Changes in and Disagreements with Accountants on Accounting and
        Financial Disclosure

     None.

                                    PART III

Item 10. Directors and Executive Officers of the Registrant

     The information required under this item with respect to the Directors of
the Registrant appears in the sixth full paragraph on page 2 through page 5 and
in the section entitled "Section 16(a) Beneficial Ownership Reporting
Compliance" on page 10 of the definitive Proxy Statement relating to the
Registrant's Annual Meeting of Shareholders on May 3, 2001, to be filed by the
Registrant with the Commission pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (the "1934 Act"); such information is hereby specifically
incorporated herein by reference thereto.

     The information required under this item with respect to the Executive
Officers of the Registrant is set forth in Item 1A of Part I above pursuant to
paragraph (3) of General Instruction G to Form 10-K.

Item 11. Executive Compensation

     The information required under this item is contained in the section
entitled "Director Remuneration" which is located on page 7, and in the sections
entitled "Report of the Compensation and Management Development Committee,"
"Performance Graph," "Management Remuneration," "Stock Option Grants in 2000
Fiscal Year," "Aggregated Option Exercises in 2000 and 2000 Fiscal Year-End
Option Values," "Pension Plan" and "Change in Control Agreements and Employment
Agreement" which are located on pages 11 through 19 of the definitive Proxy
Statement relating to the Registrant's Annual Meeting of Shareholders on May 3,
2001, to be filed by the Registrant with the Commission pursuant to Section
14(a) of the 1934 Act, and is hereby specifically incorporated herein by
reference thereto, except for the "Report of the Compensation and Management
Development Committee" and "Performance Graph" which are not so incorporated by
reference.
<PAGE>

                                                                          Page 5


Item 12. Security Ownership of Certain Beneficial Owners and Management

     The information required under this item is contained in the section
entitled "Stock Ownership Information" which is located on pages 8 and 9 of the
definitive Proxy Statement relating to the Registrant's Annual Meeting of
Shareholders on May 3, 2001, to be filed by the Registrant with the Commission
pursuant to Section 14(a) of the 1934 Act, and is hereby specifically
incorporated herein by reference thereto.

Item 13. Certain Relationships and Related Transactions

     There are no material relationships or related transactions other than
those disclosed in response to Item 11 of this Part III.

                                     PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

     a)  The following documents are filed as part of this report:

         1.  Financial Statements:  the Financial Statements required to be
             filed by Item 8 are listed in the Index to Financial
             Statements, which appears on Page 9 of this Report on
             Form 10-K.

         2.  Exhibits:  the Exhibits to this Report on Form 10-K are listed
             in the Index to Exhibits, which appears on Pages 11 through 15 of
             this Report on Form 10-K.

     b)  Reports on Form 8-K.

         During the last quarter of the period covered by this Report on Form
         10-K, the Registrant filed no reports on Form 8-K.
<PAGE>

                                                                          Page 6


                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                        AMERICAN WATER WORKS COMPANY, INC.


                                        By: /s/ J. James Barr
                                           -------------------------------------
                                           J. James Barr, President
                                           and Chief Executive Officer


DATE: March 1, 2001


     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:

         Signature                     Title                     Date

Principal Executive Officer:

   /s/ J. James Barr
-----------------------------
J. James Barr                    President, Chief            March 1, 2001
                                 Executive Officer
                                  and Director


Principal Financial Officer:


   /s/ Ellen C. Wolf
-----------------------------
Ellen C. Wolf                    Vice President and          March 1, 2001
                                 Chief Financial Officer


Principal Accounting Officer:


   /s/ Robert D. Sievers
-----------------------------
Robert D. Sievers                Comptroller                 March 1, 2001
<PAGE>

                                                                          Page 7

                              SIGNATURES (Cont'd.)

Directors:


   /s/ Marilyn Ware
--------------------------------------
Marilyn Ware (Chairman)                                      March 1, 2001


   /s/ Anthony P. Terracciano
--------------------------------------
Anthony P. Terracciano (Vice Chairman)                       March 1, 2001


   /s/ William O. Albertini
--------------------------------------
William O. Albertini                                         March 1, 2001


   /s/ Rhoda W. Cobb
--------------------------------------
Rhoda W. Cobb                                                March 1, 2001


   /s/ Elizabeth H. Gemmill
--------------------------------------
Elizabeth H. Gemmill                                         March 1, 2001


   /s/ Ray J. Groves
--------------------------------------
Ray J. Groves                                                March 1, 2001


   /s/ Henry G. Hager
--------------------------------------
Henry G. Hager                                               March 1, 2001


   /s/ Frederick S. Kirkpatrick
--------------------------------------
Frederick S. Kirkpatrick                                     March 1, 2001


   /s/ Gerald C. Smith
--------------------------------------
Gerald C. Smith                                              March 1, 2001


   /s/ Nancy Ware Wainwright
--------------------------------------
Nancy Ware Wainwright                                        March 1, 2001


   /s/ Paul W. Ware
--------------------------------------
Paul W. Ware                                                 March 1, 2001


   /s/ Ross A. Webber
--------------------------------------
Ross A. Webber                                               March 1, 2001



--------------------------------------
William S. White


   /s/ Horace Wilkins, Jr.
--------------------------------------
Horace Wilkins, Jr.                                          March 1, 2001
<PAGE>

                                                                          Page 8


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                    FORM 10-K


                                  ANNUAL REPORT

                          YEAR ENDED DECEMBER 31, 2000


                       AMERICAN WATER WORKS COMPANY, INC.


                              FINANCIAL STATEMENTS
<PAGE>

                                                                          Page 9


                       AMERICAN WATER WORKS COMPANY, INC.


                          INDEX TO FINANCIAL STATEMENTS


The following documents are filed as part of this report:

                                                               Page(s) in
(1)  FINANCIAL STATEMENTS                                    Annual Report*

     Report of Independent Accountants . . . . . . . . . . . . . . 35

     Consolidated Balance Sheet of American Water Works
     Company, Inc. and Subsidiary Companies at December 31,
     2000 and 1999 . . . . . . . . . . . . . . . . . . . . . . .36 and 37

     Consolidated Statements of Income and Comprehensive
     Income and of Retained Earnings of American Water
     Works Company, Inc. and Subsidiary Companies for
     each of the three years in the period ended
     December 31, 2000 . . . . . . . . . . . . . . . . . . . . . . 38

     Consolidated Statement of Cash Flows of American
     Water Works Company, Inc. and Subsidiary Companies
     for each of the three years in the period ended
     December 31, 2000 . . . . . . . . . . . . . . . . . . . . . . 39

     Consolidated Statement of Capitalization of American
     Water Works Company, Inc. and Subsidiary Companies
     at December 31, 2000 and 1999 . . .  . . . . . . . . . . .40 and 41

     Consolidated Statement of Common Stockholders' Equity
     of American Water Works Company, Inc. and Subsidiary
     Companies for each of the three years in the period
     ended December 31, 2000 . . . . . . . . . . . . . . . . . . . 42

     Notes to Financial Statements . . . . . . . . . . . . . .43 through 53


*Incorporated by reference from the indicated pages of the 2000 Annual Report to
Shareholders, which is Exhibit 13 to this Report on Form 10-K.


 (2)  FINANCIAL STATEMENT SCHEDULES

Financial Statement Schedules not included in this Report on Form 10-K have been
omitted because they are not applicable or the required information is shown in
the Financial Statements or notes thereto.
<PAGE>

                                                                         Page 10


                       CONSENT OF INDEPENDENT ACCOUNTANTS
                       ----------------------------------


We hereby consent to the incorporation by reference in the Registration
Statement on Form S-3 (Nos. 333-54660 and 33-59059) and on Form S-8 (Nos.
333-52309, 33-52923 and 333-14451) of American Water Works Company, Inc. of our
report dated January 30, 2001, except as to Note 4 which is as of March 1, 2001,
relating to the financial statements, which appears on page 35 in the Annual
Report to Shareholders, which is incorporated in this Annual Report on Form
10-K.


PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania
March 28, 2001
<PAGE>

                                                                         Page 11


                       AMERICAN WATER WORKS COMPANY, INC.

                                INDEX TO EXHIBITS

Exhibit
Number                                Description

   3              Articles of Incorporation and By-laws

                        (a) Certificate of Incorporation of the Registrant, as
                  amended and restated as of May 15, 1987, is incorporated
                  herein by reference to Exhibit 3(a) to Form 10-K report of the
                  Registrant for 1996.

                        (b) Certificate of Amendment of the Restated Certificate
                  of Incorporation of the Registrant, effective May 9, 1989, is
                  incorporated herein by reference to Exhibit 3(b) to Form 10-K
                  report of the Registrant for 1996.

                        (c) Certificate of Amendment of the Restated Certificate
                  of Incorporation of the Registrant, effective May 3, 1990, is
                  incorporated herein by reference to Exhibit 3(c) to Form 10-K
                  report of the Registrant for 1996.

                        (d) Certificate of Designations of the Registrant,
                  effective February 6, 1991, relating to its Cumulative
                  Preferred Stock, 8.50% Series, is incorporated herein by
                  reference to Exhibit 3(d) to Form 10-K report of the
                  Registrant for 1996.

                        (e) Certificate of Amendment of the Restated Certificate
                  of Incorporation of the Registrant, effective May 2, 1996, is
                  incorporated herein by reference to Exhibit 3(e) to Form 10-K
                  report of the Registrant for 1996.

                        (f) Certificate of Amendment of the Restated Certificate
                  of Incorporation of the Registrant effective May 6, 1999, is
                  incorporated herein by reference to Exhibit 3(a) to Form 10-Q
                  report of the Registrant for the period ended March 31, 1999.

                        (g) By-laws of the Registrant, as amended to October 14,
                  1999 are incorporated herein by reference to Exhibit 3 to Form
                  10-Q report of Registrant for the period ended September 30,
                  1999.
<PAGE>

                                                                         Page 12


                                INDEX TO EXHIBITS

Exhibit
Number                                Description

   4              Instruments Defining the Rights of Security Holders,
                  Including Indentures

                        (a) Agreement of the Registrant to furnish to the
                  Securities and Exchange Commission upon request copies of debt
                  instruments under which there the total securities authorized
                  is less than 10% of the total assets of the Registrant and its
                  subsidiaries on a consolidated basis (including the Indenture
                  dated as of November 1, 1977 between the Registrant and The
                  Fidelity Bank (name later changed to First Union National
                  Bank), Trustee, the Second Supplemental Indenture dated as of
                  February 1, 1993 between the Registrant and Fidelity Bank,
                  National Association (name later changed to First Union
                  National Bank), as Trustee, and the Third Supplemental
                  Indenture dated as of July 2, 1998 between the Registrant and
                  First Union National Bank, as Trustee) is filed herewith.

                        (b) Dividend Reinvestment and Stock Purchase Plan,
                  incorporated herein by reference to Exhibit 2 to the
                  Registrant's Registration Statement on Form S-3, Registration
                  No. 33-59059.

                        (c) Rights Agreement dated as of February 18, 1999
                  between the Registrant and BankBoston, N.A., as Rights Agent,
                  is incorporated herein by reference to Exhibit 4 to Form 8-A
                  Registration Statement of the Registrant, No. 1-3437-2, filed
                  with the Securities and Exchange Commission on March 1, 1999).

                        (d) First Amendment to the Rights Agreement, dated June
                  1, 2000 (incorporated by reference to the Company's Amendment
                  No. 1 to the Registration Statement on Form 8-A, No. 1-3437-2,
                  filed with the Securities and Exchange Commission on June 1,
                  2000).

                        (e) Indenture, dated as of , 2001 between _____ American
                  Water Capital Corp. and American Water Works Company, Inc. To
                  First Union National Bank as Trustee, Providing for Issuance
                  of Debt Securities, is incorporated by reference to Exhibit 4A
                  to the Registration Statement on Form S-3, filed by the
                  Registrant and American Water Capital Corp. on January 3,
                  2001, SEC File Number 333-54660.

                        (f) Support Agreement between American Water Works
                  Company, Inc. and American Water Capital Corp. made June 22,
                  2000 and the First Amendment thereto made July 26, 2000 is
                  incorporated by reference to Exhibit 4B to the Registration
                  Statement on From S-3, filed by the Registrant and American
                  Water Capital Corp. on January 3, 2001, SEC File Number
                  333-54660.

  10              Material Contracts

                        (a) Supplemental Executive Retirement Plan of the
                  Registrant, as amended and restated July 1, 1997, is
                  incorporated herein by reference to Exhibit 10(d) to Form 10-K
                  report of the Registrant for 1997.
<PAGE>

                                                                         Page 13


                                INDEX TO EXHIBITS

Exhibit
Number                                Description

  10 (cont'd)           (b) Supplemental Retirement Plan of the Registrant, as
                  amended and restated effective July 1, 1997, is incorporated
                  herein by reference to Exhibit 10(e) to Form 10-K report of
                  the Registrant for 1997.

                        (c) Deferred Compensation Plan of the Registrant, as
                  amended and restated effective January 1, 2001, is filed
                  herewith.

                        (d) Director Deferred Compensation Plan of the
                  Registrant, as in effect on January 1, 2001, is filed
                  herewith.

                        (e) Contract dated May 5, 1999 between Registrant and
                  Ellen C. Wolf, is incorporated herein by reference to Exhibit
                  10 to Form 10-Q report of the Registrant for the period ended
                  September 30, 1999.

                        (f) 2000 Stock Award and Incentive Plan of the
                  Registrant is incorporated by reference as Appendix A of the
                  definitive Proxy Statement relating to the Registrant's Annual
                  Meeting of Shareholders on May 4, 2000, Sec File Number:
                  001-03437, as filed with the Securities and Exchange
                  Commission on March 27, 2000.

                        (g) Non-Qualified Stock Option Agreement between the
                  Registrant and its executives and other key associates is
                  hereby incorporated by reference to Exhibit 10(b) to the
                  Registrant's Quarterly Report on Form 10-Q for the period
                  ended June 30, 2000 filed with the Securities and Exchange
                  Commission on August 14, 2000. The summary of stock option
                  grants thereunder is incorporated herein by reference to the
                  information appearing in the table under the caption "Stock
                  Option Grants in 2000 Fiscal Year" on page 16 of the
                  definitive Proxy Statement relating to the Registrant's Annual
                  Meeting of Shareholders on May 3, 2001, Sec File Number:
                  001-03437.

                        (h) Change in Control Agreement, and summary thereof,
                  between the Registrant and certain executives is hereby
                  incorporated by reference to Exhibit 10(c) to the Registrant's
                  Quarterly Report on Form 10-Q for the period ended June 30,
                  2000 filed with the Securities and Exchange Commission on
                  August 14, 2000.

                        (i) Employee's Stock Ownership Plan of the Registrant as
                  amended and restated effective August 1, 1999 is hereby
                  incorporated by reference to Exhibit 10(d) to the Registrant's
                  Quarterly Report on Form 10-Q for the period ended June 30,
                  2000 filed with the Securities and Exchange Commission on
                  August 14, 2000.
<PAGE>

                                                                         Page 14


                                INDEX TO EXHIBITS

Exhibit
Number                                Description

  10 (cont'd)           (j) 364-Day Credit Agreement, dated as of June 27, 2000,
                  among American Water Capital Corp., as Borrower, American
                  Water Works Company, Inc., as Parent, the Lenders Identified
                  Herein, as Lenders, First Union National Bank, as
                  Administrative Agent, PNC Bank, National Association, as
                  Syndication Agent, and Mellon Bank, N.A., as Documentation
                  Agent, First Union Securities, Inc., as Sole Lead Arranger and
                  Book Manager, is incorporated herein by reference to Exhibit
                  10(e) to Amendment No. 1 to Form 10-Q/A report of the
                  Registrant for the period ended June 30, 2000.

                        (k) Asset Purchase Agreement among Citizens Utilities
                  Company and Certain of its Affiliates and American Water Works
                  Company, Inc. and Arizona-American Water Company, dated as of
                  October 15, 1999, is hereby incorporated by reference to
                  Exhibit 10(q) to the Registrant's Annual Report of Form 10-K
                  for the period ended December 31, 1999 filed with the
                  Securities and Exchange Commission on March 25, 2000.

                        (l) Asset Purchase Agreement among Citizens Utilities
                  Company and Certain of its Affiliates and American Water Works
                  Company, Inc. and California-American Water Company, dated as
                  of October 15, 1999, is hereby incorporated by reference to
                  Exhibit 10(r) to the Registrant's Annual Report of Form 10-K
                  for the period ended December 31, 1999 filed with the
                  Securities and Exchange Commission on March 25, 2000.

                        (m) Asset Purchase Agreement among Citizens Utilities
                  Company and Certain of its Affiliates and American Water Works
                  Company, Inc. and Illinois-American Water Company, dated as of
                  October 15, 1999, is hereby incorporated by reference to
                  Exhibit 10(s) to the Registrant's Annual Report of Form 10-K
                  for the period ended December 31, 1999 filed with the
                  Securities and Exchange Commission on March 25, 2000.

                        (n) Asset Purchase Agreement among Citizens Utilities
                  Company and Certain of its Affiliates and American Water Works
                  Company, Inc. and Indiana-American Water Company, Inc., dated
                  as of October 15, 1999, is hereby incorporated by reference to
                  Exhibit 10(t) to the Registrant's Annual Report of Form 10-K
                  for the period ended December 31, 1999 filed with the
                  Securities and Exchange Commission on March 25, 2000.

                        (o) Asset Purchase Agreement among Citizens Utilities
                  Company and Certain of its Affiliates and American Water Works
                  Company, Inc. and Ohio-American Water Company, dated as of
                  October 15, 1999, is hereby incorporated by reference to
                  Exhibit 10(u) to the Registrant's Annual Report of Form 10-K
                  for the period ended December 31, 1999 filed with the
                  Securities and Exchange Commission on March 25, 2000.
<PAGE>

                                                                         Page 15


                                INDEX TO EXHIBITS

Exhibit
Number                                Description

  10 (cont'd)           (p) Asset Purchase Agreement among Citizens Utilities
                  Company and Certain of its Affiliates and American Water Works
                  Company, Inc. and Pennsylvania-American Water Company, dated
                  as of October 15, 1999, is hereby incorporated by reference to
                  Exhibit 10(v) to the Registrant's Annual Report of Form 10-K
                  for the period ended December 31, 1999 filed with the
                  Securities and Exchange Commission on March 25, 2000.

  13              Annual Report to Security Holders

                  The Registrant's Annual Report to Shareholders for 2000 is
                  filed as exhibit hereto solely to the extent portions thereof
                  are specifically incorporated herein by reference.

  21              Subsidiaries of the Registrant as of December 31, 2000.

  23              Consents of Experts and Counsel

                  See "Consent of Independent Accountants" on page 10 of this
                  Report on Form 10-K.