Exhibit 4.4

                    THIRD AMENDMENT TO THE RIGHTS AGREEMENT

     THIS THIRD AMENDMENT TO THE RIGHTS AGREEMENT ("Amendment"), dated as of
June 6, 2002, is made by and among American Water Works Company, Inc., a
Delaware corporation (the "Company"), Fleet National Bank (formerly known as
BankBoston N.A.), a national banking association, as Rights Agent and
EquiServe Trust Company, N.A., as successor Rights Agent.

                                  Background

     A. The Company and Fleet National Bank entered into a Rights Agreement,
dated as of February 18, 1999, as amended by the First Amendment to the Rights
Agreement, dated as of June 1, 2000, as amended by the Second Amendment dated
as of September 16, 2001 (the "Agreement"). Capitalized terms not otherwise
defined herein shall have the meaning ascribed to such terms in the Agreement.

     B. Fleet National Bank has tendered its resignation as Rights Agent. The
Company desires to appoint EquiServe Trust Company, N.A. as successor Rights
Agent, and EquiServe Trust Company, N.A. desires to accept said appointment as
successor Rights Agent.

     C. Section 21 of the Agreement provides, in relevant part, that the
successor Rights Agent must have at the time of its appointment as Rights
Agent a combined capital and surplus of at least $50 million. The parties
desire to amend Section 21 to provide that the successor Rights Agent and its
affiliates must have at the time of its appointment a combined capital and
surplus of at least $100 million.

     D. The Executive Committee of the Board of Directors of the Company,
after due inquiry and consideration, has determined that an amendment to the
Rights Agreement as set forth herein is advisable and in the best interests of
the Company and its stockholders.

     E. Pursuant to Section 27 of the Agreement, the Company has directed the
Rights Agent to join this Amendment.

                                     Terms

     In consideration of the mutual covenants contained herein and in the
Agreement and intending to be legally bound hereby, the parties agree as
follow:

     1. Amendment of Section 21. Section 21 of the Agreement is hereby amended
and restated in its entirety as follows:

          "Change of Rights Agent. The Rights Agent or any successor Rights
     Agent may resign and be discharged from its duties under this Agreement
     upon 60 days' notice in writing mailed to the Company and to each
     transfer agent of the Common Shares by registered or certified mail and
     to the holders of the Right Certificates by first-class mail. The Company
     may remove the Rights Agent or
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     any successor Rights Agent upon 30 days' notice in writing mailed to the
     Rights Agent or successor Rights Agent, as the case may be, and to each
     transfer agent of the Common Shares by registered or certified mail, and
     to the holders of the Right Certificates by first-class mail. If the
     Rights Agent shall resign or be removed or shall otherwise become
     incapable of acting, the Company shall appoint a successor to the Rights
     Agent. If the Company shall fail to make such appointment within a period
     of 30 days after giving notice of such removal or after it has been
     notified in writing of such resignation or incapacity by the resigning or
     incapacitated Rights Agent or by the holder of a Right Certificate (who
     shall, with such notice, submit such holder's Right Certificate for
     inspection by the Company), then the registered holder of any Right
     Certificate may apply to any court of competent jurisdiction for the
     appointment of a new Rights Agent. Any successor Rights Agent, whether
     appointed by the Company or by such a court, shall be a corporation or
     trust company organized and doing business under the laws of the United
     States, in good standing, which is authorized under such laws to exercise
     corporate trust or stock transfer powers and is subject to supervision or
     examination by federal or state authority and which has individually or
     combined with an affiliate at the time of its appointment as Rights Agent
     a combined capital and surplus of at least $100 million dollars. After
     appointment, the successor Rights Agent shall be vested with the same
     powers, rights, duties and responsibilities as if it had been originally
     named as Rights Agent without further act or deed; but the predecessor
     Rights Agent shall deliver and transfer to the successor Rights Agent any
     property at the time held by it hereunder, and execute and deliver any
     further assurance, conveyance, act or deed necessary for the purpose. Not
     later than the effective date of any such appointment the Company shall
     file notice with the predecessor Rights Agent and each transfer agent of
     the Common Shares and mail a notice thereof in writing to the holders of
     record of the Right Certificates. Failure to give any notice provided for
     in this Section 21, however, or any defect therein, shall not affect the
     legality or validity of the resignation or removal of the Rights Agent or
     the appointment of the successor Rights Agent, as the case may be."

     2. Appointment of Successor Rights Agent. The Company hereby appoints
EquiServe Trust Company, N.A. as successor Rights Agent under the Agreement,
and EquiServe Trust Company, N.A. hereby accepts said appointment as Rights
Agent under the Agreement.

     3. Other Provisions Unaffected. Except as expressly modified herein, all
arrangements, agreements, terms, conditions and provisions of the Agreement
remain in full force and effect, and this Amendment and the Agreement, as
hereby modified, shall constitute one and the same instrument.

     4. Miscellaneous.

     a. Counterparts. This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one
and the same instrument.

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     b. Governing Law. This Amendment, the Agreement, each Right and each
Right Certificate issued hereunder or thereunder shall be deemed to be a
contract made under the laws of the State of Delaware and for all purposes
shall be governed by and construed and in accordance with the laws of such
State applicable to contracts to be made and performed entirely within such
State.

     c. Further Assurances. Each party shall cooperate and take such action as
may be reasonably requested by another party in order to carry out the
provisions and purposes of this Amendment, the Agreement, generally, and the
transactions contemplated hereunder and/or thereunder.

     d. Entire Agreement. This Amendment and the Agreement, and all of the
provisions hereof and/or thereof, shall be binding upon and inure to the
benefit of the parties and their respective successors and permitted assigns
and executors, administrators and heirs. This Amendment, together with the
Agreement, sets forth the entire agreement and understanding among the parties
as to the subject matter hereof and merges with and supercedes all prior
discussions and understandings of any and every nature among them.



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     IN WITNESS WHEREOF, the Parties have executed this Third Amendment to the
Rights Agreement as the date first set forth above.



Attest:                             AMERICAN WATER WORKS COMPANY, INC.

By:  /s/ W. Timothy Pohl          By:   /s/ J. James Barr
     -------------------                -----------------
     W. Timothy Pohl                    J. James Barr
     General Counsel and Secretary      President and Chief Executive Officer

Attest:                             FLEET NATIONAL BANK

By:  /s/ Erika Illingworth         By:  /s/ Joshua P. McGinn
     ---------------------              --------------------
     Erika Illingworth                  Joshua P. McGinn
     Account Manager                    Senior Account Manager

Attest:                             EQUISERVE TRUST COMPANY, N.A.

By:  /s/ Erika Illingworth        By:   /s/ Joshua P. McGinn
     ---------------------              --------------------
     Erika Illingworth                  Joshua P. McGinn
     Account Manager                    Senior Account Manager