Exhibit 10.10

                            CONSULTING AGREEMENT

      Consulting Agreement (the "Agreement") executed as of this 11th day of 
August, 1998, by and between Consumers Water Company, a Maine corporation 
with a place of business at Three Canal Plaza, Portland, Maine 04112 (the 
"Corporation") and Peter L. Haynes, an individual (the "Consultant").

                            W I T N E S S E T H :

      WHEREAS, Consultant is employed as a senior officer of the Corporation; 
and

      WHEREAS, Consultant has over the years of employment acquired 
knowledge and skills that will be useful to the Corporation in connection 
with the transition process involved in the merger of the Corporation into a 
subsidiary of Philadelphia Suburban Corporation (the "Merger"); and 

      WHEREAS, Consultant will cease to be employed by the Corporation 
following the Merger, but desires to aid and assist the Corporation as a 
consultant by providing certain advisory and consulting services to the 
Corporation following the Merger, and the Corporation desires so to engage 
the Consultant;

      NOW, THEREFORE, in consideration of the foregoing, of the mutual 
promises herein set forth, and of other good and valuable consideration, the 
receipt and sufficiency of which are hereby acknowledged, the parties 
hereto, intending to be legally bound, hereby agree as follows:

      1.  Engagement of Consultant.  The Corporation does hereby appoint and 
engage the Consultant as a consultant and advisor with respect to the 
matters specified in Section 2 hereof for the compensation and term 
hereinafter set forth, and the Consultant hereby accepts such appointment 
and engagement by the Corporation.

      2.  Activities of Consultant.  (a)  During the term of this Agreement 
specified in Section 4 hereof (the "Term") and subject further to the terms 
and provisions hereof , the Consultant will make himself available to the 
Corporation as a consultant to assist in the administration of the affairs 
of the Corporation within the area of activities of the Consultant during 
the Consultant's period of employment by the Corporation, and to provide 
such other services for the Corporation as may be reasonably requested by 
the Corporation from time to time and agreed to by the Consultant.  The 
parties contemplate that Consultant's services hereunder will ordinarily be 
performed by telephone or electronic communication, and will not require 
Consultant's physical presence at the Corporation's place of business; if 
the Corporation requests that Consultant be physically present, the time and 
duration of such work shall be mutually agreed to by the parties.  
Consultant shall not be asked for consulting services hereunder in excess of 
twenty (20) hours per month.

      3.  Compensation of Consultant.  For the foregoing Agreement to 
consult with the corporation, the Corporation agrees to pay the Consultant 
the sum of $135,000, upon execution of this Agreement.

      4.  Term.  The Term shall commence as of the date hereof and shall 
terminate on the first day of the month commencing next after the first 
anniversary of the Effective Time of the Merger or upon December 31, 1999, 
if the Effective Time of the Merger has not then occurred, whichever occurs 
first.

      5.  Expenses.  During the term of this Agreement, the Corporation 
shall pay or promptly reimburse the Consultant, in advance if requested by 
Consultant, for all business expenses paid or incurred by the Consultant in 
connection with the performance of his activities, responsibilities, and 
services under this Agreement.

      6.  This Agreement shall inure to the benefit of and be binding on the 
respective parties and their respective heirs, successors and assigns.

      7.  Neither this Agreement nor any term or provision hereof may be 
changed, waived, discharged or terminated orally or in any manner other than 
by a written instrument signed by all of the parties.

      8.  This Agreement shall remain in effect until the expiration of the 
Term specified in Paragraph 4 above unless sooner terminated by agreement of 
both parties.

      9.  This Agreement has been delivered and is intended to be performed 
in the State of Maine and shall be construed and enforced in accordance with 
the laws of Maine.  In the event that any provision of this Agreement shall 
be held to be invalid, the other provisions hereof shall remain in full 
force and effect.  This Agreement may be executed in several counterparts, 
each of which shall be deemed an original, but all of which together shall 
constitute one and the same instrument.  In proving this Agreement, it shall 
not be necessary to produce or account for more that one such counterpart.

      10.  Independent Contractor.  The Consultant shall, during the Term of 
this Agreement after the Effective Time of the Merger, be an independent 
contractor, rather than a co-venturer, agent, employee, or representative of 
the Corporation.

      IN WITNESS WHEREOF, the Corporation has caused this Agreement to be 
executed by its duly authorized officers and its corporate seal to be 
affixed hereto, and the Consultant has executed this Agreement under seal, 
all effective as of the day and year first above written.

WITNESS:                               CONSUMERS WATER COMPANY 


/s/ Mary G. Barthelman                 By: /s/ John F. Isacke
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                                       Its: Senior Vice President
                                            --------------------------


/s/ Mary G. Barthelman                 /s/ Peter L. Haynes
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                                       Consultant