<PAGE>
                                                                     Exhibit 4.1


                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                             THE YORK WATER COMPANY

ARTICLE I.

      The name of the Corporation is The York Water Company.

ARTICLE II.

      The address of the registered office of the Corporation in this
Commonwealth is 130 East Market Street, York, Pennsylvania 17401.

ARTICLE III.

      The purpose or purposes for which the corporation is incorporated are:

      (a) To engage in, and do any lawful act concerning, any or all lawful
business for which a corporation may be incorporated under the Business
Corporation Law.

      (b) To supply water to the public in the following municipalities or
portions thereof in the Commonwealth of Pennsylvania, and to such persons
residing therein or adjacent thereto as may desire the same:

            All of the City of York, the Boroughs of East Prospect, Glen Rock,
            Hellam, Jacobus, Jefferson, Loganville, Manchester, Mount Wolf, New
            Freedom, New Salem, North York, Railroad, Seven Valleys, Shrewsbury,
            Spring Grove, West York, Wrightsville, York Haven and Yorkanna and
            the Townships of East Manchester, Hellam, Manchester, Shrewsbury,
            Springfield, Spring Garden, Springettsbury and West Manchester, and
            parts of the Townships of Codorus, Conewago, Hopewell, Jackson,
            Lower Windsor, Newberry, North Codorus, North Hopewell, Windsor and
            York, all in the County of York and Commonwealth of Pennsylvania.

      (c) To divert, develop, pump, impound, distribute or furnish water from
either surface or subsurface sources to or for the public in the territory
described in clause (b) of this Article III and also in such additional
territory within the Commonwealth of Pennsylvania as may be specifically
described in Application Docket proceedings hereafter voluntarily commenced by
the corporation (pursuant to appropriate resolutions of the Board of Directors
duly entered upon the minutes of the corporation) before the Pennsylvania Public
Utility Commission or its successor in office for the purpose of enlarging the
territory in which the corporation may lawfully offer, render, furnish or supply
water to the public.

      (d) To engage in all other matters incidental to any or all of such
purposes.
<PAGE>
ARTICLE IV.

      The term for which the Corporation is to exist is perpetual.

ARTICLE V.

      The aggregate number of shares which the Corporation shall have authority
to issue is 31,500,000 shares, divided into 31,000,000 shares of Common Stock,
without par value, and 500,000 shares of Series Preferred Stock, without par
value. At any meeting of the shareholders, each holder of Common Stock shall be
entitled to one vote per share. Holders of Common Stock shall have the right to
cumulate their votes for the election of directors of the Corporation. The board
of directors shall have the full authority permitted by law to determine the
voting rights, if any, and designations, preferences, qualifications,
limitations, restrictions, and the special or relative rights of any class or
any series of any class of the Series Preferred Stock that may be desired.


                                       2