EXHIBIT INDEX ON PAGES 19-23



                     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, 1999

                                     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.   [X]

     The aggregate market value of the voting stock held by non-affiliates
of the Registrant at March 6, 2000 was $1,263,689,643.

     As of March 6, 2000, there were a total of 97,591,855 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 25 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 1999 are incorporated by reference into Part I, Item 1 and
Part II of this Form 10-K:  pages 24 through 52, with the exception of the
section entitled "Management's Responsibility for Financial Reporting" on
page 37; and the section entitled "Range of Market Prices" on page 55.

     (2)  The following pages and section in Registrant's definitive Proxy
Statement relating to Registrant's Annual Meeting of Shareholders on
May 4, 2000 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, and pages 14
through 16.

<PAGE>
                                                                     Page 1

                                   PART I

Item 1.    Business

     The "Description of the Business" is set forth on pages 25 and 27 of the
Annual Report to Shareholders for 1999, 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 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 27 of the Annual Report to Shareholders for 1999,
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 pages 27 and 28 of the Annual Report
to Shareholders for 1999, 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 4,970 at December 31, 1999.

<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.  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 was selected as an officer.

      Name             Age   Business Experience During Past Five Years

J. James Barr           58   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           46   Vice President and Chief Financial Officer
                             of the Registrant since May, 1999 and Vice
                             President-Treasurer of Bell Atlantic
                             Corporation prior thereto.

W. Timothy Pohl         45   General Counsel and Secretary of the
                             Registrant.

Joseph F. Hartnett, Jr. 48   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., service subsidiary of the
                             Registrant.

Robert D. Sievers       46   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.

     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.

<PAGE>
                                                                     Page 3

     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 55 of the Annual Report to
Shareholders for 1999, 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 24
of the Annual Report to Shareholders for 1999, 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 25 through 36
of the Annual Report to Shareholders for 1999, filed as Exhibit 13 to this
Report on Form 10-K; such information is hereby specifically incorporated
herein by reference thereto.

Item 7A.	Quantitative and Qualitative Disclosures About Market Risk

     The information required by this item with respect to market risk is
contained on page 32, within the section entitled "Management's Discussion and
Analysis," located on pages 25 through 36 of the Annual Report to Shareholders
for 1999, 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 8.    Financial Statements and Supplementary Data

     The financial statements, together with the report thereon of
PricewaterhouseCoopers LLP dated February 1, 2000, appearing on pages 37
through 52 of the 1999 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 of
the definitive Proxy Statement relating to the Registrant's Annual Meeting of
Shareholders on May 4, 2000, 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 of the Board of Directors on Executive Compensation," "Performance
Graph," "Management Remuneration," and "Pension Plan" which are located on
pages 10 through 16 of the definitive Proxy Statement relating to the
Registrant's Annual Meeting of Shareholders on May 4, 2000, 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 of the Board
of Directors on Executive Compensation" and "Performance Graph" which are not
so incorporated by reference.

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 4, 2000, 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.

<PAGE>
                                                                    Page 5

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 Pages 9 and 10 of this Report on
             Form 10-K.

         2.  Financial Statement Schedules:  the Financial Statement
             Schedules required to be filed by Item 8 and by paragraph (d)
             of this Item are listed in the Index to Financial Statements,
             which appears on Pages 9 and 10 of this Report on Form 10-K.

         3.  Exhibits:  the Exhibits to this Report on Form 10-K are listed
             in the Index to Exhibits, which appears on Pages 19 to 23 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:    J. James Barr
                                           -------------------------------------
                                            J. James Barr, President
                                            and Chief Executive Officer


DATE:  March 2, 2000


     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:

   J. James Barr
-----------------------------
J. James Barr                    President, Chief            March 2, 2000
                                 Executive Officer
                                 and Director


Principal Financial Officer:

   Ellen C. Wolf
-----------------------------
Ellen C. Wolf                    Vice President and          March 2, 2000
                                 Chief Financial Officer


Principal Accounting Officer:

   Robert D. Sievers
-----------------------------
Robert D. Sievers                Comptroller                 March 2, 2000

<PAGE>
                                                                     Page 7


                           SIGNATURES (Cont'd.)

Directors:

   Marilyn Ware
--------------------------------------
Marilyn Ware (Chairman)                                      March 2, 2000

   Anthony P. Terracciano
--------------------------------------
Anthony P. Terracciano (Vice Chairman)                       March 2, 2000

   William O. Albertini
--------------------------------------
William O. Albertini                                         March 2, 2000

   Rhoda W. Cobb
--------------------------------------
Rhoda W. Cobb                                                March 2, 2000

   Elizabeth H. Gemmill
--------------------------------------
Elizabeth H. Gemmill                                         March 2, 2000

--------------------------------------
Ray J. Groves

--------------------------------------
Henry G. Hager

   Frederick S. Kirkpatrick
--------------------------------------
Frederick S. Kirkpatrick                                     March 2, 2000

   Gerald C. Smith
--------------------------------------
Gerald C. Smith                                              March 2, 2000

--------------------------------------
Nancy Ware Wainwright

   Paul W. Ware
--------------------------------------
Paul W. Ware                                                 March 2, 2000

   Ross A. Webber
--------------------------------------
Ross A. Webber                                               March 2, 2000

   William S. White
--------------------------------------
William S. White                                             March 2, 2000

   Horace Wilkins, Jr.
--------------------------------------
Horace Wilkins, Jr.                                          March 2, 2000

<PAGE>
                                                                     Page 8











                    SECURITIES AND EXCHANGE COMMISSION

                          WASHINGTON, D.C.  20549





                                 FORM 10-K







                               ANNUAL REPORT

                       YEAR ENDED DECEMBER 31, 1999




                    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 . . . . . . . . . . . . . . 37

     Consolidated Balance Sheet of American Water Works
     Company, Inc. and Subsidiary Companies at December 31,
     1999 and 1998 . . . . . . . . . . . . . . . . . . . . . . .38 and 39

     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, 1999 . . . . . . . . . . . . . . . . . . . . . . 40

     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, 1999 . . . . . . . . . . . . . . . . . . . . . . 41

     Consolidated Statement of Capitalization of American
     Water Works Company, Inc. and Subsidiary Companies
     at December 31, 1999 and 1998 . . . . . . . . . . . . . . .42 and 43

     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, 1999 . . . . . . . . . . . . . . . . . . . 44

     Notes to Financial Statements . . . . . . . . . . . . . .45 through 52


*Incorporated by reference from the indicated pages of the 1999 Annual Report
to Shareholders, which is Exhibit 13 to this Report on Form 10-K.

<PAGE>
                                                                    Page 10


                    AMERICAN WATER WORKS COMPANY, INC.


                 INDEX TO FINANCIAL STATEMENTS (Continued)



(2)  FINANCIAL STATEMENT SCHEDULES

                              Description                              Page(s)*

Schedule I:  Report of Independent Accountants on Financial
               Statement Schedules. . . . . . . . . . . . . . . . . .     11

             Balance Sheet of American Water Works Company, Inc.
               at December 31, 1999 and 1998. . . . . . . . . . . . . 13 and 14

             Statements of Income and Comprehensive Income
               and of Retained Earnings of American Water Works
               Company, Inc. for each of the three years in the
               period ended December 31, 1999 . . . . . . . . . . . . 15 and 16

             Statement of Cash Flows of American Water Works
               Company, Inc. for each of the three years in the
               period ended December 31, 1999 . . . . . . . . . . . . 17 and 18


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 numbers shown refers to the page numbers in this Report on Form 10-K.

<PAGE>
                                                                    Page 11



                   Report of Independent Accountants on
                       Financial Statement Schedules

To the Board of Directors of
American Water Works Company, Inc.

Our audits of the consolidated financial statements referred to in our report
dated February 1, 2000 appearing in the 1999 Annual Report to Shareholders of
American Water Works Company, Inc. (which report and consolidated financial
statements are incorporated by reference in this Annual Report on Form 10-K)
also included an audit of the financial statement schedule listed in Item
14(a)(2) of this Form 10-K.  In our opinion, this financial statement schedule
presents fairly, in all material respects, the information set forth therein
when read in conjunction with the related consolidated financial statements.


PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania
February 1, 2000

<PAGE>
                                                                    Page 12



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


We hereby consent to the incorporation by reference in the Registration
Statement on Form S-3 (No. 33-59059) and in the Registration Statements on Form
S-8 (No. 333-52309, No. 33-52923, and No. 333-14451) of American Water Works
Company, Inc. of our report dated February 1, 2000 relating to the financial
statements, which appears on page 37 in the Annual Report to Shareholders,
which is incorporated in this Annual Report on Form 10-K.  We also consent to
the incorporation by reference of our report dated February 1, 2000 relating to
the financial statement schedule, which appears in this Form 10-K.


PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania
March 24, 2000

<PAGE>
                                                                    Page 13

                                                                 SCHEDULE 1

        FINANCIAL INFORMATION OF AMERICAN WATER WORKS COMPANY, INC.
        -----------------------------------------------------------
                           (Dollars in thousands)

                               BALANCE SHEET

                                                      At December 31
                                                  1999             1998
                                              -----------      -----------

ASSETS

Investments in subsidiaries
  Securities                                  $ 1,819,412      $ 1,708,659
  Notes and advances                                   70              762
                                              -----------      -----------
Total investments in subsidiaries               1,819,482        1,709,421
                                              -----------      -----------

Current assets
  Cash and cash equivalents                         4,702           18,042
  Income tax receivable from subsidiary                -             2,189
  Other receivables from subsidiaries                 751              990
  Income tax receivable                             4,954              410
  Other                                               135              139
                                              -----------      -----------
Total current assets                               10,542           21,770
                                              -----------      -----------

Deferred debits
  Debt expense                                        467              586
  Preferred stock expense                              43               90
  Other                                                 1                1
                                              -----------      -----------
Total deferred debits                                 511              677
                                              -----------      -----------
Other investments                                 195,937           97,022
                                              -----------      -----------
TOTAL ASSETS                                  $ 2,026,472      $ 1,828,890
                                              ===========      ===========

CAPITALIZATION AND LIABILITIES

Capitalization
  Common stock                                 $   121,630     $   119,789
  Paid-in capital                                  424,434         384,255
  Retained earnings                              1,001,029         945,434
  Accumulated other comprehensive income            92,461          33,138
  Unearned compensation                             (1,056)           (980)
  Treasury stock                                    (3,700)            (25)
                                               -----------     -----------
    Common stockholders' equity                  1,634,798       1,481,611

<PAGE>
                                                                    Page 14

                                                                 SCHEDULE 1
                                                                (continued)

                                                       At December 31
                                                   1999           1998
                                               -----------     -----------

  Preferred stocks with mandatory redemption
    requirements                                    40,000          40,000
  Preferred stocks without mandatory
    redemption requirements                         11,673          11,673
  Long-term debt                                   211,472         216,992
                                               -----------     -----------
Total capitalization                             1,897,943       1,750,276
                                               -----------     -----------
Current liabilities
  Bank debt                                         46,500               -
  Current portion of long-term debt                    213          35,158
  Interest accrued                                   5,338           5,398
  Taxes accrued, including federal income              167           2,666
  Other                                                890           1,020
                                               -----------     -----------
Total current liabilities                           53,108          44,242
                                               -----------     -----------

Long-term liabilities
  Deferred income taxes                             57,942          14,401
  Other                                             17,479          19,971
                                               -----------     -----------
Total long-term liabilities                         75,421          34,372
                                               -----------     -----------
Commitments and contingencies                            -               -
                                               -----------     -----------
TOTAL CAPITALIZATION AND LIABILITIES           $ 2,026,472     $ 1,828,890
                                               ===========     ===========


Capital lease obligations to a subsidiary were $685 in 1999 and $650 in 1998.

The results presented in 1999 and the restated results for 1998 reflect the
pooling of interests method of accounting to recognize the acquisition of
National Enterprises Inc.

<PAGE>
                                                                    Page 15

                                                                 SCHEDULE 1
                                                                (continued)

        FINANCIAL INFORMATION OF AMERICAN WATER WORKS COMPANY, INC.
        -----------------------------------------------------------
             (Dollars in thousands, except per share amounts)

             STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
                         AND OF RETAINED EARNINGS

                                               For the Years Ended
                                                   December 31,
                                           1999        1998        1997
                                         --------    --------    --------

INCOME AND COMPREHENSIVE INCOME

Income from subsidiaries
  Equity in earnings of subsidiaries
    Dividends                            $128,860    $119,283    $102,283
    Undistributed earnings                 37,677      49,481      49,802
                                         --------    --------    --------
                                          166,537     168,764     152,085
  Interest                                      5           6           7
Other income                                1,222       1,377         922
                                         --------    --------    --------
                                          167,764     170,147     153,014
                                         --------    --------    --------
Expenses
  Operating and administrative expenses    16,236      12,459       9,803
  General taxes                               526         266         281
  Interest                                 17,879      17,299      13,817
  Merger related costs                      9,876         352           -
  Amortization of debt expense                120         114          63
                                         --------    --------    --------
                                           44,637      30,490      23,964
                                         --------    --------    --------
Income before income taxes                123,127     139,657     129,050
Provision for income taxes                (15,822)    (10,782)     (8,641)
                                         --------    --------    --------
Net income                                138,949     150,439     137,691
Dividends on preferred stocks               3,984       3,984       3,984
                                         --------    --------    --------
Net income to common stock                134,965     146,455     133,707

Other comprehensive income
  Unrealized gains on securities          102,604      47,083       5,348
  Income taxes on other comprehensive
    income                                (43,281)    (17,959)     (1,334)
                                         --------    --------    --------
Other comprehensive income, net            59,323      29,124       4,014
                                         --------    --------    --------
Comprehensive income                     $194,288    $175,579    $137,721
                                         ========    ========    ========
Average shares of basic common
    stock outstanding                      96,544      95,234      94,080
Basic and diluted earnings per common
    share on average shares outstanding     $1.40       $1.54       $1.42
                                         ========    ========    ========

<PAGE>
                                                                    Page 16

                                                                 SCHEDULE 1
                                                                (continued)


                                               For the Years Ended
                                                   December 31,
                                           1999        1998        1997
                                         --------    --------    --------

RETAINED EARNINGS

Balance at beginning of year            $ 945,434   $ 870,368   $ 803,085
Add: net income                           138,949     150,439     137,691
                                        ---------   ---------   ---------
                                        1,084,383   1,020,807     940,776
                                        ---------   ---------   ---------

Deduct: dividends paid
  Preferred stock                           3,528       3,528       3,528
  Preference stock                            456         456         456
  Common stock - $.86 per share in 1999
     $.82 per share in 1998, $.76 per
     share in 1997                         76,479      65,781      60,084
  National Enterprises Inc. common stock    2,891       5,608       6,340
                                        ---------   ---------   ---------
                                           83,354      75,373      70,408
                                        ---------   ---------   ---------
Balance at end of year                 $1,001,029   $ 945,434    $870,368
                                       ==========   =========   =========


The results presented in 1999 and the restated results for 1998 and 1997
reflect the pooling of interests method of accounting to recognize the
acquisition of National Enterprises Inc.

<PAGE>
                                                                    Page 17

                                                                 SCHEDULE 1
                                                                (continued)


        FINANCIAL INFORMATION OF AMERICAN WATER WORKS COMPANY, INC.
        -----------------------------------------------------------
                          (Dollars in thousands)

                          STATEMENT OF CASH FLOWS


                                               For The Years Ended
                                                   December 31,
                                           1999        1998        1997
                                         --------    --------    --------

CASH FLOWS FROM OPERATING ACTIVITIES

Net income                               $138,949    $150,439    $137,691
Adjustments
  Undistributed earnings of subsidiaries  (37,677)    (49,481)    (49,802)
  Employee stock plan expense                 169          98         585
  Other, net                                  (40)      1,892       1,197
  Changes in assets and liabilities
    Other current assets                   (2,112)     (1,436)       (319)
    Taxes accrued, including federal
        income                             (2,499)      1,512         178
    Interest accrued                          (60)      3,345         191
    Other current liabilities                (130)        238        (802)
                                         --------    --------    --------
Net cash from operating activities         96,600     106,607      88,919
                                         --------    --------    --------


CASH FLOWS FROM INVESTING ACTIVITIES

Investment in subsidiaries common stock   (73,076)   (102,547)    (68,148)
Repayment (borrowing) of promissory
    notes by subsidiaries                     692        (672)         10
Supplemental executive retirement plan
    funding                                  (653)     (3,449)       (950)
                                         --------    --------    --------
Net cash used in investing activities     (73,037)   (106,668)    (69,088)
                                         --------    --------    --------


CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from common stock, net of
   issuance costs                          41,913      36,227      28,041
Dividends paid                            (83,354)    (75,373)    (70,408)
Net borrowings (repayments) under
   line-of-credit agreements               46,500     (59,500)     21,400
Intercompany borrowings, net                    -      (3,013)      3,013
Redemption of preferred stock from
   subsidiary                                 100           -           -
Purchase of common stock for treasury      (1,190)          -           -
Proceeds from long-term debt                    -     120,000           -

<PAGE>
                                                                    Page 18

                                                                 SCHEDULE 1
                                                                (continued)


                                               For The Years Ended
                                                   December 31,
                                           1999        1998        1997
                                         --------    --------    --------

Repayment of long-term debt               (40,872)       (765)     (1,073)
Debt issuance costs                             -        (352)          -
                                         --------    --------    --------
Net cash from (used in) financing
    activities                            (36,903)     17,224     (19,027)
                                         --------    --------    --------
Net (decrease) increase in cash and
    cash equivalents                      (13,340)     17,163         804
Cash and cash equivalents at beginning
    of year                                18,042         879          75
                                         --------    --------    --------
Cash and cash equivalents at end of year $  4,702    $ 18,042    $    879
                                         ========    ========    ========

Cash paid (received) during the year for:

  Interest                               $ 17,939    $ 13,954    $ 13,626
                                         ========    ========    ========
  Income taxes                           $(11,178)   $ (9,162)   $ (7,786)
                                         ========    ========    ========


Common stock issued in lieu of cash in connection with the Long-Term
Performance-Based Incentive plan totaled $105 in 1999, $111 in 1998 and
$437 in 1997.

The results presented in 1999 and the restated results for 1998 and 1997
reflect the pooling of interests method of accounting to recognize the
acquisition of National Enterprises Inc.

<PAGE>
                                                                    Page 19


                    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.

   4            Instruments Defining the Rights of Security Holders,
                Including Indentures

                   (a) Indenture dated as of November 1, 1977 between the
                Registrant and The Fidelity Bank (name later changed to
                First Union National Bank), Trustee, is incorporated herein
                by reference to Exhibit E to Form 10-K report of the
                Registrant for 1977.

<PAGE>
                                                                    Page 20


                    AMERICAN WATER WORKS COMPANY, INC.

                            INDEX TO EXHIBITS

Exhibit
Number                                Description

   4 (cont'd)      (b) 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, is incorporated herein by
                reference to Exhibit 4(c) to Form 10-K report of the
                Registrant for 1992.

                   (c) Third Supplemental Indenture dated as of July 2,
                1998 between the Registrant and First Union National Bank,
                as Trustee, is incorporated herein by reference to Exhibit
                4(d) to Form 10-K report of the Registrant for 1998.

                   (d) 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.

  10            Material Contracts

                   (a) Employees' Stock Ownership Plan of the Registrant
                and Its Designated Subsidiaries, as Amended and Restated
                Effective January 1, 1989, is incorporated herein by
                reference to Exhibit 10(a) to Form 10-K report of the
                Registrant for 1994.

                   (b) Amendment No. 1 to Employees' Stock Ownership Plan
                of the Registrant is incorporated herein by reference to
                Exhibit 10(b) to Form 10-K report of the Registrant for
                1995.

                   (c) Amendment No. 2 to Employees' Stock Ownership Plan
                of the Registrant is incorporated herein by reference to
                Exhibit 10(c) to Form 10-K report of the Registrant for
                1996.

                   (d) 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 21


                    AMERICAN WATER WORKS COMPANY, INC.

                            INDEX TO EXHIBITS

Exhibit
Number                                Description

  10 (cont'd)      (e) 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.

                   (f) Long-Term Performance-Based Incentive Plan of the
                Registrant, effective as of January 1, 1993, is
                incorporated herein by reference to Exhibit 10(f) to Form
                10-K report of the Registrant for 1994.

                   (g) Annual Incentive Plan of the Registrant, effective
                as of January 1, 1996, is incorporated herein by reference
                to Exhibit 10(j) to Form 10-K report of the Registrant for
                1995.

                   (h) Amendment No. 1 to the Annual Incentive Plan of the
                Registrant is incorporated herein by reference to Exhibit
                10(h) to Form 10-K report of the Registrant for 1997.

                   (i) Deferred Compensation Plan of the Registrant,
                as amended and restated effective October 1, 1998, is
                incorporated herein by reference to Exhibit 10(i) to Form
                10-K report of the Registrant for 1998.

                   (j) Stay Incentive Award for J. James Barr dated
                November 6, 1997, is incorporated herein by reference to
                Exhibit 10(k) to Form 10-K report of the Registrant for
                1997.

                   (k) Consulting Agreement commencing May 7, 1998 between
                registrant and Anthony P. Terracciano, is incorporated
                herein by reference to Exhibit 10 to Form 10-Q report of
                the Registrant for the period ended June 30, 1998.

                   (l) Amendment dated December 22, 1998 to Consulting
                Agreement between registrant and Anthony P. Terracciano is
                incorporated herein by reference to Exhibit 10 to Form 10-Q
                report of the Registrant for the period ended March 31,
                1999.

                   (m) Amendment dated May 6, 1999 to Consulting Agreement
                between registrant and Anthony P. Terracciano is
                incorporated herein by reference to Exhibit 10 to Form 10-Q
                report of the Registrant for the period ended June 30,
                1999.

<PAGE>
                                                                    Page 22


                    AMERICAN WATER WORKS COMPANY, INC.

                            INDEX TO EXHIBITS

Exhibit
Number                                Description

  10 (cont'd)      (n) Amendment dated October 1, 1999 to Consulting
                Agreement between registrant and Anthony P. Terracciano is
                incorporated herein by reference to Exhibit 10 to Form 10-Q
                report of the Registrant for the period ended September 30,
                1999.

                   (o) 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.

                   (p) Agreement and Plan of Merger dated as of October 28,
                1999 among American Water Works Company, Inc., SJW
                Acquisition Corp. and SJW Corp., is filed herewith.

                   (q) 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 filed herewith.

                   (r) 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 filed herewith.

                   (s) 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 filed herewith.

                   (t) 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 filed herewith.

                   (u) 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 filed herewith.

                   (v) 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 filed herewith.

<PAGE>
                                                                    Page 23


                    AMERICAN WATER WORKS COMPANY, INC.

                            INDEX TO EXHIBITS

Exhibit
Number                                Description

  13            Annual Report to Security Holders

                   The Registrant's Annual Report to Shareholders for 1999
                is filed as exhibit hereto solely to the extent portions
                thereof are specifically incorporated herein by reference.

  21            Subsidiaries of the Registrant

                   Subsidiaries of the Registrant as of December 31, 1999.

  23            Consents of Experts and Counsel

                   See "Consent of Independent Accountants" on page 12 of
                this Report on Form 10-K.

  27            Financial Data Schedule

                   Financial Data Schedule for the fiscal year ended
                December 31, 1999, is filed herewith electronically.