FORM 10-Q                       Page 1 of 18

                   SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549



          (Mark One)

          (X)  QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
                                SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended            June 30, 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         (IRS Employer Identification  No.)
incorporation or organization)

            1025 Laurel Oak Road, Voorhees, New Jersey  08043
---------------------------------------------------------------------------
           (Address of principal executive offices) (Zip Code)

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

                              Not Applicable
---------------------------------------------------------------------------
   (Former  name, former address and former fiscal year, if  changed  since
last report)

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, and (2) has been subject to  such
filing requirements for the past 90 days.     Yes  X  No
                                          -----   -----
At  August 1, 2000, the number of shares of common stock, $1.25 par  value,
outstanding was 98,051,178 shares.





<PAGE>                           Page 2                           FORM 10-Q

                       PART I FINANCIAL INFORMATION
                       ----------------------------
                       Item 1.  Financial Statements
                       -----------------------------
        AMERICAN WATER WORKS COMPANY, INC. AND SUBSIDIARY COMPANIES
        -----------------------------------------------------------
         Consolidated Statements of Income and Comprehensive Income
                      and of Retained Earnings (Unaudited)
                   (In thousands, except per share amounts)
<TABLE>
                                                       Three Months Ended
                                                            June 30,
                                                       2000         1999
                                                     --------     --------
<S>                                                  <C>          <C>
CONSOLIDATED INCOME AND COMPREHENSIVE INCOME
Operating revenues                                   $346,409     $318,975
                                                      --------     --------
Operating expenses
  Operation and maintenance                           154,270      139,714
  Depreciation and amortization                        40,589       37,195
  General taxes                                        31,539       30,768
                                                     --------     --------
Total operating expenses                              226,398      207,677
                                                     --------     --------
Operating income                                      120,011      111,298
                                                     --------     --------
Other income (deductions)
  Interest                                            (47,728)     (44,581)
  Allowance for other funds used during
    construction                                        1,800        2,656
  Allowance for borrowed funds used
    during construction                                 1,397        2,706
  Amortization of debt expense                           (708)        (716)
  Preferred dividends of subsidiaries                    (795)        (825)
  Merger related costs                                     --      (13,836)
  Other, net                                              234         (733)
                                                     --------     --------
Total other income (deductions)                       (45,800)     (55,329)
                                                     --------     --------
Income before income taxes                             74,211       55,969
Provision for income taxes                             29,072       22,847
                                                     --------     --------
Net income                                             45,139       33,122
Dividends on preferred stocks                             996          996
                                                     --------     --------
Net income to common stock                             44,143       32,126
                                                      --------     --------
Other comprehensive income
  Unrealized gain (loss) on securities                (52,414)      34,368
  Income taxes on other comprehensive income           21,412      (13,194)
                                                     --------     --------
Other comprehensive income(loss), net                 (31,002)      21,174
                                                     --------     --------
Comprehensive income                                 $ 13,141      $53,300
                                                     ========     ========




<PAGE>                         Page 3                            FORM 10-Q


                                                       Three Months Ended
                                                            June 30,
                                                       2000         1999
                                                   ----------   ----------
<S>                                                  <C>          <C>

Average shares of basic common stock outstanding       97,816       96,341
Basic and diluted earnings per common share on
 average shares outstanding                        $     0.45   $     0.33
                                                   ==========   ==========

CONSOLIDATED RETAINED EARNINGS

Balance at April 1                                 $1,005,216   $  946,058

Add  - net income                                      45,139       33,122
Less - treasury stock issuances                           944          --
                                                   ----------   ----------
                                                    1,049,411      979,180
                                                   ----------   ----------
Deduct - dividends paid
  Preferred stock                                         882          882
  Preference stock                                        114          114
  Common stock - $.225 per share in 2000;
                 $.215 per share in 1999               21,998       17,488
  National Enterprises Inc. common stock                   --        1,475
                                                   ----------   ----------
                                                       22,994       19,959
                                                   ----------   ----------
Balance at June 30                                 $1,026,417   $  959,221
                                                   ==========   ==========


The  accompanying  information and notes are  an  integral  part  of  these
financial statements.

</TABLE>





















<PAGE>                           Page 4                           FORM 10-Q

        AMERICAN WATER WORKS COMPANY, INC. AND SUBSIDIARY COMPANIES
        -----------------------------------------------------------
          Consolidated Statements of Income and Comprehensive Income
                      and of Retained Earnings (Unaudited)
                   (In thousands, except per share amounts)
<TABLE>
                                                       Six Months Ended
                                                            June 30,
                                                       2000         1999
                                                     --------     --------
<S>                                                  <C>          <C>
CONSOLIDATED INCOME AND COMPREHENSIVE INCOME
Operating revenues                                   $654,168     $596,391
                                                     --------     --------
Operating expenses
  Operation and maintenance                           298,628      274,258
  Depreciation and amortization                        80,413       73,734
  General taxes                                        64,668       62,173
                                                     --------     --------
Total operating expenses                              443,709      410,165
                                                     --------     --------
Operating income                                      210,459      186,226
                                                     --------     --------
Other income(deductions)
  Interest                                            (94,474)     (88,312)
  Allowance for other funds used during
    construction                                        4,506        5,841
  Allowance for borrowed funds used
    during construction                                 3,279        5,413
  Amortization of debt expense                         (1,390)      (1,360)
  Preferred dividends of subsidiaries                  (1,593)      (1,646)
  Merger related costs                                     --      (14,014)
  Other, net                                           (1,074)      (1,605)
                                                     --------     --------
Total other income (deductions)                       (90,746)     (95,683)
                                                     --------     --------
Income before income taxes                            119,713       90,543
Provision for income taxes                             47,491       36,999
                                                     --------     --------
Net income                                             72,222       53,544
Dividends on preferred stocks                           1,992        1,992
                                                     --------     --------
Net income to common stock                             70,230       51,552
                                                      --------     --------
Other comprehensive income
  Unrealized gain(loss)on securities                  (39,233)      61,130
   Income  taxes on other comprehensive income         16,027      (23,468)
--------     --------
Other comprehensive income (loss), net                (23,206)      37,662
                                                     --------     --------
Comprehensive income                                 $ 47,024     $ 89,214
                                                     ========     ========







<PAGE>                         Page 5                            FORM 10-Q

                                                       Six Months Ended
                                                            June 30,
                                                       2000        1999
                                                     --------     --------
<S>                                                  <C>          <C>

Average shares of basic common stock outstanding       97,647       96,125
Basic and diluted earnings per common share on
  average shares outstanding                         $   0.72     $   0.54
                                                     ========     ========

CONSOLIDATED RETAINED EARNINGS

Balance at January 1                               $1,001,029     $945,434
Add  - net income                                      72,222       53,544
Less - treasury stock issuances                           944           --
                                                   ----------     --------
                                                    1,072,307      998,978
                                                   ----------     --------
Deduct - dividends paid
  Preferred stock                                       1,764        1,764
  Preference stock                                        228          228
  Common stock - $.45 per share in 2000;
                 $.43 per share in 1999                43,898       34,874
  National Enterprises Inc. common stock                   --        2,891
                                                   ----------     --------
                                                       45,890       39,757
                                                   ----------     --------
Balance at June 30                                 $1,026,417     $959,221
                                                   ==========     ========


The  accompanying  information and notes are  an  integral  part  of  these
financial statements.

</TABLE>























<PAGE>                           Page 6                           FORM 10-Q

       AMERICAN WATER WORKS COMPANY, INC. AND SUBSIDIARY COMPANIES
       -----------------------------------------------------------
                 Consolidated Balance Sheet (Unaudited)
                              (In thousands)
<TABLE>

                                                June 30        December 31
                                                  2000            1999
                                              -----------      -----------
<S>                                           <C>              <C>
ASSETS
Property, plant and equipment
  Utility plant - at original cost less
    accumulated depreciation                  $ 5,065,047      $ 4,939,408
  Utility plant acquisition adjustments, net       74,695           51,697
  Non-utility property, net of accumulated
    depreciation                                   36,570           36,265
  Excess of cost of investments in
    subsidiaries over book equity at
    acquisition, net                               54,797           57,118
                                              -----------      -----------
Total property, plant and equipment             5,231,109        5,084,488
                                              -----------      -----------

Current assets
  Cash and cash equivalents                        43,148           43,100
  Customer accounts receivable                    100,970           91,353
  Allowance for uncollectible accounts             (2,645)          (2,346)
  Unbilled revenues                                93,753           78,205
  Miscellaneous receivables                        16,316           10,936
  Materials and supplies                           20,708           20,058
  Deferred vacation pay                            14,255           10,902
  Restricted funds                                  2,029           14,558
  Other                                            18,625           11,915
                                              -----------      -----------
Total current assets                              307,159          278,681
                                              -----------      -----------
Regulatory and other long-term assets
  Regulatory asset - income taxes
    recoverable through rates                     216,235          214,349
  Other investments                               142,345          181,579
  Debt and preferred stock expense                 48,498           48,289
  Deferred pension expense                         32,810           32,872
  Deferred postretirement benefit expense          10,605           10,264
  Deferred treatment plant costs                    5,280            5,811
  Deferred tank painting costs                     15,555           14,178
  Restricted funds                                  7,366            6,557
  Other                                            87,139           75,138
                                              -----------      -----------
Total regulatory and other long-term assets       565,833          589,037
                                              -----------      -----------
TOTAL ASSETS                                  $ 6,104,101      $ 5,952,206
                                              ===========      ===========






<PAGE>                           Page 7                          FORM 10-Q

                                                 June 30       December 31
                                                   2000            1999
                                               ------------    ------------
<S>                                            <C>             <C>
CAPITALIZATION AND LIABILITIES
Capitalization
  Common stockholders' equity                   $1,652,548      $1,634,798
  Preferred stocks with mandatory redemption
    requirements                                    40,000          40,000
  Preferred stocks without mandatory
    redemption requirements                         11,673          11,673
  Preferred stocks of subsidiaries with
    mandatory redemption requirements               33,470          34,020
  Preferred stocks of subsidiaries without
    mandatory redemption requirements                8,118           8,118
  Long-term debt
    American Water Works Company, Inc.             211,000         211,000
    Subsidiaries                                 2,180,710       2,182,097
                                               -----------     -----------
Total capitalization                             4,137,519       4,121,706
                                               -----------     -----------
Current liabilities
  Bank debt                                        332,186         239,864
  Current portion of long-term debt                 65,746          38,355
  Accounts payable                                  37,851          67,064
  Taxes accrued, including federal income           36,022          16,030
  Interest accrued                                  42,786          43,672
  Accrued vacation pay                              14,763          11,532
  Other                                             52,709          75,191
                                               -----------     -----------
Total current liabilities                          582,063         491,708
                                               -----------     -----------
Regulatory and other long-term liabilities
  Advances for construction                        211,873         207,891
  Deferred income taxes                            617,452         610,460
  Deferred investment tax credits                   40,284          40,585
  Accrued pension expense                           65,187          63,095
  Accrued postretirement benefit expense            19,474          12,471
  Other                                             35,193          29,453
                                                -----------     -----------
Total regulatory and other long-term
  liabilities                                      989,463         963,955
                                               -----------     -----------
Contributions in aid of construction               395,056         374,837
                                               -----------     -----------
Commitments and contingencies                           --              --
                                               -----------     -----------
TOTAL CAPITALIZATION AND LIABILITIES           $ 6,104,101     $ 5,952,206
                                               ===========     ===========


The  accompanying  information and notes are  an  integral  part  of  these
financial statements.
</TABLE>





<PAGE>                           Page 8                           FORM 10-Q

        AMERICAN WATER WORKS COMPANY, INC. AND SUBSIDIARY COMPANIES
       -----------------------------------------------------------
             Consolidated Statement of Cash Flows (Unaudited)
                           (In thousands)

<TABLE>
                                                       Six Months Ended
                                                            June 30,
                                                       2000         1999
                                                     --------     --------
<S>                                                  <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                           $ 72,222     $ 53,544
Adjustments
   Depreciation and amortization                       80,413       73,734
   Provision for deferred income taxes                 10,637       11,101
   Provision for losses on accounts receivable          4,174        3,027
   Allowance for other funds used during
     construction                                      (4,506)      (5,841)
   Employee benefit expenses greater (less)
     than funding                                       8,615       (1,072)
   Employee stock plan expenses                           (47)       3,379
   Deferred tank painting costs                          (945)        (695)
   Deferred rate case expense                            (904)        (747)
   Amortization of deferred charges                     6,358        8,403
   Other, net                                          (6,955)      (4,351)
   Changes in assets and liabilities, net
      Accounts receivable                             (17,859)     (10,653)
      Unbilled revenues                               (14,989)     (15,543)
      Other current assets                             (7,120)     (10,124)
      Accounts payable                                (29,240)     (18,739)
      Taxes accrued, including federal income          19,485        6,907
      Interest accrued                                   (886)       1,524
      Other current liabilities                       (22,505)       4,646
                                                     --------     --------
Net cash from operating activities                     95,948       98,500
                                                     --------     --------
CASH FLOWS FROM INVESTING ACTIVITIES
Construction expenditures                            (161,306)    (185,707)
Allowance for other funds used during
  construction                                          4,506        5,841
Acquisitions                                          (48,951)      (6,366)
Proceeds from the disposition of property,
  plant and equipment                                   1,758        2,215
Removal costs from property, plant and
  equipment retirements                                (2,905)      (1,624)
Restricted funds                                       11,720      (19,469)
                                                     --------     --------
Net cash used in investing activities                (195,178)    (205,110)
                                                     --------     --------











<PAGE>                          Page 9                         FORM 10-Q


                                                        Six Months Ended
                                                            June 30,
                                                       2000         1999
                                                     --------     --------
<S>                                                  <C>           <C>

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term debt                         $ 43,706     $ 96,436
Proceeds from common stock                             18,291       19,395
Purchase of common stock for treasury                  (4,616)      (1,190)
Net borrowings under
  line-of-credit agreements                            92,322       62,361
Advances and contributions for construction,
  net of refunds                                       15,477       16,230
Debt issuance costs                                    (1,760)      (5,546)
Repayment of long-term debt                           (17,702)     (42,967)
Redemption of preferred stocks                           (550)      (2,629)
Dividends paid                                        (45,890)     (39,757)
                                                     --------     --------
Net cash from financing activities                     99,278      102,333
                                                     --------     --------
Net increase (decrease) in cash and
  cash equivalents                                         48       (4,277)

Cash and cash equivalents at January 1                 43,100       51,794
                                                     --------     --------

Cash and cash equivalents at June 30                  $43,148     $ 47,517
                                                     ========     ========

Cash paid during the period for:
  Interest, net of capitalized amount                $ 97,392     $ 88,598
                                                     ========     ========
  Income taxes                                       $ 21,814     $ 24,783
                                                     ========     ========


Common stock issued in lieu of cash in connection with the Employees' Stock
Ownership   Plan,  the  Savings  Plan  for  Employees  and  the   Long-Term
Performance-Based Incentive Plan totaled $1,488 in 2000 and $4,037 in 1999.

Common  stock  placed into treasury in connection with the Employees  Stock
Ownership  Plan  and  Long-Term Performance-Based  Incentive  Plan  totaled
$4,871 in 2000 and $3,675 in 1999.

The  accompanying  information and notes are  an  integral  part  of  these
financial statements.

</TABLE>











<PAGE>                          Page 10                          FORM 10-Q

       AMERICAN WATER WORKS COMPANY, INC. AND SUBSIDIARY COMPANIES
       -----------------------------------------------------------
        Information Accompanying Financial Statements (Unaudited)
           (In thousands, except share and per share amounts)

                                                    June 30    December 31
                                                      2000         1999
                                                   ----------  -----------
Preferred stocks with mandatory redemption requirements
  Cumulative preferred stock - $25 par value
    Authorized - 1,770,000 shares
      8.50% series (non-voting) - 1,600,000 shares
        outstanding                                $   40,000  $    40,000
                                                   ==========  ===========
Preferred stocks without mandatory redemption requirements
  Cumulative preferred stock - $25 par value
      5% series (one-tenth of a vote per share)
        - 101,777 shares outstanding               $    2,544  $     2,544
  Cumulative preference stock - $25 par value
    Authorized - 750,000 shares
      5% series (non-voting) - 365,158 shares
        outstanding                                     9,129        9,129
  Cumulative preferential stock - $35 par value
    Authorized - 3,000,000 shares
     (one-tenth of a vote per share)-
        no outstanding shares                              --           --
                                                   ----------  -----------
                                                   $   11,673  $    11,673
                                                   ==========  ===========

The  terms  of  the 8.50% preferred stock provide that all  shares  of  the
series shall be redeemed on December 1, 2000.

Common stockholders' equity
Common stock - $1.25 par value
  Authorized - 300,000,000 shares
  Issued     - 98,211,082 shares in 2000;
               97,303,759 shares in 1999           $  122,764  $   121,630
Paid-in capital                                       440,316      424,434
Retained earnings                                   1,026,417    1,001,029
Accumulated other comprehensive income                 69,252       92,461
Unearned compensation                                    (477)      (1,056)
Treasury stock at cost - 246,787 shares in
 2000; 109,675 shares in 1999                          (5,724)      (3,700)
                                                   ----------  -----------

                                                   $1,652,548  $ 1,634,798
                                                   ==========  ===========

At  June  30,  2000, common shares authorized but not issued, reserved  for
issuance  in  connection  with the Company's stock  plans  were  80,865,863
shares  for the Stockholder Rights Plan, 3,404,859 shares for the  Dividend
Reinvestment  and  Stock Purchase Plan, 565,493 shares for  the  Employees'
Stock Ownership Plan, 532,381 shares for the Savings Plan for Employees and
296,347 shares for the Long-Term Performance-Based Incentive Plan.






<PAGE>                          Page 11                         FORM 10-Q

        AMERICAN WATER WORKS COMPANY, INC. AND SUBSIDIARY COMPANIES
       -----------------------------------------------------------
          Notes to Consolidated Financial Statements (Unaudited)
NOTE 1 -- Financial Statement Presentation
The  information presented in this Form 10-Q is unaudited.  In the  opinion
of management the information reported reflects all adjustments, consisting
of  normal  recurring adjustments, which were necessary to a fair statement
of  the  results for the periods reported.  Certain reclassifications  have
been made to conform previously reported data to the current presentation.

NOTE 2 -- Acquisitions
NATIONAL ENTERPRISES INC.
On  June  25,  1999,  the  Company completed the  acquisition  of  National
Enterprises Inc. (NEI), a privately owned company, in a transaction  valued
at  $700  million.   The transaction was accomplished through  a  tax  free
exchange  of  14,937,000  shares of the Company's  stock  for  all  of  the
outstanding  shares  of  NEI and the assumption of $241  million  of  debt.
Subsidiaries  of  NEI  provided  water  service  to  approximately  504,000
customers  in  Missouri,  Illinois, Indiana and New  York.   NEI  also  had
passive  investments  in the telecommunications industry  owning  4,000,000
shares  of  ITC  Deltacom and 600,000 shares of Powertel,  as  well  as  an
interest in privately held ITC Holdings.

This  business combination has been accounted for as a pooling of interests
and,  accordingly, the consolidated financial statements for periods  prior
to  the  combination have been restated to include the accounts and results
of operations of NEI.

During  the second quarter of 1999, the Company recorded a charge of  $13.8
million,  and  related tax benefits of $5.2 million,  for  one-time  merger
related costs consisting primarily of severance costs as well as vesting of
certain benefits, professional fees and other costs.  Merger costs  of  $.2
million  were  incurred in the first quarter of 1999.  The  merger  related
costs have been reported on separate lines in the consolidated statement of
income and comprehensive income.

WATER UTILITY SUBSIDIARIES OF UNITED WATER RESOURCES INC.
On  May  31,  2000,  the Company completed its acquisition  of  five  water
utilities  in  Missouri, Indiana, Illinois and Virginia from  United  Water
Resources  Inc.  for  approximately  $49  million  in  cash.   These  water
utilities provide service to 35,000 customers.

CONTRACT MANAGEMENT BUSINESS
On  December  31,  1999, the Company finalized the purchase  of  its  joint
venture  partner Anglian Water's interest in AmericanAnglian  Environmental
Technologies  for  $32  million.   This business,  which  now  operates  as
American  Water  Services  (AWS),  manages  and  operates  175  water   and
wastewater facilities in seven states.

Effective  January  1,  2000 the results of operations  of  AWS  are  being
reported  on  a consolidated basis.  Previously, the results of  the  joint
venture were being accounted for under the equity method.

Note 3 -- Pending Acquisitions
WATER AND WASTEWATER ASSETS OF CITIZENS UTILITIES
On  October  18, 1999, the Company announced it had agreed to purchase  the
water   and  wastewater  utility  assets  of  Citizens  Utilities   Company
(NYSE:CZN)  for $835 million in cash and debt. Citizens Utilities  provides
water  and  wastewater service to 305,000 customers in Arizona, California,
Illinois,  Indiana,  Ohio  and Pennsylvania.  For  the  fiscal  year  ended
December 31, 1999,
<PAGE>                           Page 12                       FORM 10-Q

the operations being acquired had revenues of $102 million.

Requests  for  regulatory  approval are pending  with  the  public  service
commissions  in  all  six  states  impacted  by  this  acquisition.  Recent
decisions  by  the  Illinois  and California  commissions  have  moved  the
potential  close  date  until March and April 2001,  respectively,  from  a
previously anticipated close date in the year 2000. It is expected that the
transaction will be completed as soon as regulatory approvals are obtained.

SJW CORP.
On October 29, 1999, the Company announced an agreement had been reached to
acquire  all  the  common stock of SJW Corp. (SJW) for  approximately  $390
million  in  cash, or $128 per share, and the assumption of $90 million  in
debt.  SJW is a publicly traded holding company (AMEX:SJW) headquartered in
San  Jose, California.  SJW, through its subsidiary San Jose Water Company,
provides  water  service  to  216,000 customers  in  San  Jose  and  nearby
communities.

SJW also owns 1,100,000 shares of California Water Service Group (NYSE:CWT)
and  SJW  Land Company, which owns a parking facility, commercial  property
and  undeveloped  real  estate in San Jose.   For  the  fiscal  year  ended
December  31,  1999, SJW had revenues of $117 million, net  income  of  $16
million and total assets of $372 million.

A  request  for  regulatory approval of the merger of the Company  and  SJW
Corp.  is currently pending with the California Public Utilities Commission
(CPUC). A recent decision by the CPUC has moved the potential close date to
April  of 2001, from a previously anticipated close date in the year  2000.
It  is  expected  that the transaction, which will be accounted  for  as  a
purchase, will be completed as soon as regulatory approval is obtained.

As  specified in the merger agreement, the Company is required to offer  to
acquire all 3,045,000 outstanding shares of SJW Corp. common stock.  As  of
August 4, 2000 the Company had purchased 48,700 shares of SJW Corp. on  the
open market for an average price of $119.38 per share.

CITY OF COATESVILLE PENNSYLVANIA WATER AND WASTEWATER SYSTEMS
On  February 15, 2000 one of the Company's subsidiaries agreed to  purchase
the  City  of Coatesville Authority's water and wastewater utility  systems
for  $48  million.  These systems provide water service to more than  8,000
customers  and  wastewater service to more than  4,000  customers.   It  is
expected that the transaction will be completed later this year or  in  the
first  quarter  of 2001, following regulatory approvals and  completion  of
other requirements.

NOTE 4 - New Financing Subsidiary
On  June  26,  2000 the Company announced the formation of  a  wholly-owned
subsidiary,  American  Water  Capital  Corp.  (AWCC),  a  special   purpose
corporation that will serve as the primary funding vehicle for the  Company
and its twenty-five (25) utility subsidiaries.

AWCC was assigned an A- corporate rating by Standard & Poor's (S&P) and
Baa1 by Moody's Investors Service. At the same time, S&P lifted a negative
credit watch that previously had been assigned to three of American Water
Works Company's operating subsidiaries. The credit outlook for these three
subsidiaries is now listed as stable by S&P.

On  June  29,  2000 AWCC successfully completed a $600 million bank  credit
facility.    The   bank   syndication  was  oversubscribed   and   included
participation from twelve banks.  Initially, the credit facility  was  used
to consolidate existing bilateral credit lines of the utility subsidiaries.



<PAGE>                           Page 13                      FORM 10-Q

NOTE 5 - 2000 Stock Award and Incentive Plan
The  2000  Stock Award and Incentive Plan approved at the Company's  annual
meeting  of shareholders on May 4, 2000 provides for the granting of  stock
options  to executives and other key associates of the Company. On  May  4,
2000  the  Company  awarded  options to  purchase  769,000  shares  of  the
Company's  common stock to participants at an exercise price of $22.56  per
share.   The  options  will  vest and become  exercisable  in  three  equal
installments  on the first, second, and third anniversaries  of  the  award
date.   The options will expire on the tenth anniversary of the award date.
The Company has not recorded any compensation expense associated with these
options in accordance with APB Opinion No. 25.

NOTE 6 - Shareholder Rights Agreement
On  June  1, 2000 the Company announced that it had amended its Shareholder
Rights Agreement.  The Agreement provides for certain consequences if  more
than  a stated percentage of the Company's common stock is acquired by  any
person or group of persons without prior consent of the Company's Board  of
Directors.   The amendment lowered that percentage, and the  percentage  of
ownership that triggers the dilutive effect of the rights issued under  the
Agreement, to 10% of the Company's outstanding common shares.  The  Company
is not aware of any efforts to acquire control at this time.

NOTE 7 -- New Accounting Standards
In 2001, the Company will adopt Statement of Financial Accounting Standards
No.  133  "Accounting  for Derivative Instruments and  Hedging  Activities"
(SFAS  133).  This statement establishes accounting and reporting standards
for derivative instruments and hedging activities.  SFAS 133 was issued  by
the Financial Accounting Standards Board (FASB)in June of 1998 and requires
that an entity recognize all derivatives as either assets or liabilities in
the  statement of financial position and measure those instruments at  fair
value.
SFAS  137,  "Accounting for Derivative Instruments and Hedging  Activities-
Deferral  of  the Effective Date of FASB Statement No. 133,"  requires  the
adoption  of  SFAS 133 on January 1, 2001.  In June 2000, the  FASB  issued
SFAS  138,  "Accounting  For  Certain Derivative  Instruments  and  Certain
Hedging  Activities  -  an  Amendment of  SFAS  133"  that  amends  certain
provisions  of  SFAS 133 and addresses a limited number  of  implementation
issues related to SFAS 133.  The adoption of these new accounting standards
are  not  expected to have a significant effect on the Company's  financial
position  or  results  of  operations as the  Company  has  no  significant
derivative instruments or hedging activities.




















<PAGE>                           Page 14                      FORM 10-Q

                  PART I - FINANCIAL INFORMATION
 Item 2.  Management's Discussion and Analysis of Financial Condition
                       and Results of Operations
--------------------------------------------------------------------------

Results of Operations
---------------------
Operating revenues for the second quarter and the first six months of  2000
were  higher than for the same periods of 1999 by 9% and 10%, respectively.
The increased revenues were due to increased water sales and rate increases
authorized by regulatory agencies.  In addition, the management  fees  from
the  contract  management business that are included  in  the  consolidated
results  in 2000 increased revenues by 4% for the second quarter and  first
six months of 2000.

Water  sales volume during the second quarter of 2000 increased 3% to  82.5
billion  gallons from 80.0 billion gallons in the second quarter  of  1999.
The
158.5 billion gallons of sales volume for the first six months of 2000  was
3%  greater than the 154.4 billion gallons sold in the same period of 1999.
The  increase  in  sales volume reflects the addition of more  than  67,000
customers over the last 12 months.

During  the first seven months of 2000, five utility subsidiaries  received
rate  orders  which are expected to provide approximately $6.2  million  in
additional   annual  revenues.  Eight  subsidiaries  have   rate   increase
applications on file before regulatory agencies which, if granted in  full,
would provide approximately $53 million in additional annual revenues.  The
largest  portion  of this total is $34 million from two  separate  requests
filed  by  Missouri  subsidiaries.  Illinois-American  at  $9  million  and
Kentucky-American  at  $5 million comprise the majority  of  the  remaining
requests.

A  decision  in  one  of  the  pending cases  in  Missouri,  requesting  an
additional  $16.5 million, is expected by the end of the third quarter.   A
decision  in  the Kentucky case is expected in the fourth quarter  of  this
year.   The Illinois case should be decided in the first quarter,  and  the
second Missouri case in the second quarter of 2001.

Operating expenses in the second quarter and the first six months  of  2000
were  higher  compared  to  the  same  periods  in  1999  by  9%  and   8%,
respectively.
Excluding  the expenses of the contract management business, operation  and
maintenance  expenses were up 3% for the quarter and 2% for the  first  six
months.   The increases in depreciation expense for the quarter  and  first
six  months were related to the Company's ongoing program of utility  plant
construction.

Interest  expense rose by 7% in the second quarter and first six months  of
2000 compared to the same periods in 1999, primarily due to an increase  in
total  debt  to fund construction of new water service assets.   The  total
allowance   for  funds  used  (equity  and  borrowed)  during  construction
("AFUDC") recorded in the second quarter of 2000 was $3.2 million, compared
to  $5.4  million in the second quarter of 1999.  AFUDC for the  first  six
months  of  2000 was $7.8 million compared to $11.3 million  for  the  same
period  in  1999.  The  utility subsidiaries record  AFUDC  to  the  extent
permitted by the regulatory authorities.

Income  taxes increased in the second quarter and first six months of  2000
when  compared to the comparable periods in 1999, as a result of  increased
earnings in 1999.




<PAGE>                           Page 15                      FORM 10-Q

Net income to common stock was $44.1 million for the second quarter of 2000
compared with $32.1 million for the same period in 1999.  Net income to
common  stock  for the first six months of 2000 was $70.2 million  compared
with $51.6 million for the first six months of 1999.

Net income to common stock for the second quarter of 2000 was $44.1 million
compared  to  $40.8 million before one-time merger costs  of  $8.6  million
after  taxes,  for the same period in 1999.  For the first  six  months  of
2000,  net  income  to common stock was $70.2 million compared  with  $60.4
million  excluding $8.8 million of merger costs after taxes for  the  first
six months of 1999.

Capital Resources and Liquidity
-------------------------------
During  the  first six months of 2000, 809,645 shares of common stock  were
issued  in  connection with the Dividend Reinvestment  and  Stock  Purchase
Plan,  32,134  shares were issued in connection with the  Employees'  Stock
Ownership Plan and 65,544 shares were issued in connection with the Savings
Plan for
Employees.

During  the  balance of 2000, the Company plans to issue shares  of  common
stock  through its Dividend Reinvestment and Stock Purchase Plan.  Proceeds
from  the  issuance of common stock will fund additional equity investments
in subsidiaries.

The  Company  placed 220,727 shares of common stock into and issued  83,615
shares  out  of treasury in connection with the Long-Term Performance-Based
Incentive  Plan,  Employees' Stock Ownership Plan,  and  Savings  Plan  for
Employees in the first six months of 2000.

As  noted  above in Note 4, on June 29, 2000 American Water Capital  Corp.,
the  Company's  finance subsidiary, successfully completed a  $600  million
bank  credit  facility.  Initially used to consolidate  existing  bilateral
credit  lines  of the Company's utility subsidiaries, it will  provide  the
Company with an additional source of liquidity.

Six  subsidiaries issued $43.7 million of long-term debt during  the  first
six  months  of  2000. In addition, in the first six months  of  2000,  the
Company  invested  $39.9 million in the common stock of five  subsidiaries.
The proceeds were used to fund construction programs, continue acquisitions
and repay bank loans.

It  is  anticipated  that some subsidiaries will obtain approximately  $120
million  of  long-term debt financing through American Water Capital  Corp.
and  issue  common stock to the Company during the remainder of 2000,  with
the  proceeds used to fund construction programs, continue acquisitions and
repay  bank loans.  Management intends to fund the acquisition of SJW Corp.
and  the  water and wastewater related assets of Citizens Utilities Company
through  a  combination of long-term debt and preferred equity  securities.
Excluding  any  short-term  borrowings incurred in  connection  with  these
pending  transactions,  the combined amount of bank  borrowings  and  bonds
maturing within one year is expected to remain at approximately the current
level in 2000.








<PAGE>                           Page 16                      FORM 10-Q

New Accounting Standards
------------------------
In 2001, the Company will adopt Statement of Financial Accounting Standards
No.  133  "Accounting  for Derivative Instruments and  Hedging  Activities"
(SFAS  133).  This statement establishes accounting and reporting standards
for derivative instruments and hedging activities.  SFAS 133 was issued  by
the Financial Accounting Standards Board (FASB)in June of 1998 and requires
that an entity recognize all derivatives as either assets or liabilities in
the  statement of financial position and measure those instruments at  fair
value.
SFAS  137,  "Accounting for Derivative Instruments and Hedging  Activities-
Deferral  of  the Effective Date of FASB Statement No. 133,"  requires  the
adoption  of  SFAS 133 on January 1, 2001.  In June 2000, the  FASB  issued
SFAS  138,  "Accounting  For  Certain Derivative  Instruments  and  Certain
Hedging
Activities  -  an Amendment of SFAS 133" that amends certain provisions  of
SFAS 133 and addresses a limited number of implementation issues related to
SFAS  133.  The adoption of these new accounting standards are not expected
to have a significant effect on the Company's financial position or results
of  operations as the Company has no significant derivative instruments  or
hedging activities.

Forward Looking Information
---------------------------
Forward  looking statements in this report, including, without  limitation,
statements   relating  to  the  Company's  plans,  strategies,  objectives,
expectations,  intentions and adequacy of resources, are made  pursuant  to
the safe harbor provisions of the U.S. Private Securities Litigation Reform
Act  of  1995.  These forward looking statements involve known and  unknown
risks,  uncertainties and other factors which may cause the actual results,
performance or achievements of the Company to be materially different  from
any  future  results, performance or achievements expressed or  implied  by
such forward looking statements.  These factors include, among others,  the
following:   the  success  of  pending  applications  for  rate  increases;
inability to obtain, or to meet conditions imposed for, regulatory approval
of   pending   acquisitions;  general  economic  and  business  conditions;
competition; success of operating initiatives, advertising and  promotional
efforts;  existence of adverse publicity or litigation; changes in business
strategy   or  plans;  quality  of  management;  availability,  terms   and
development of capital;
business abilities and judgment of personnel; changes in, or the failure to
comply  with  governmental regulations, particularly  those  affecting  the
environment  and water quality; and other factors described in  filings  of
the Company with the SEC.  The Company undertakes no obligation to publicly
update or revise any forward looking statement, whether as a result of  new
information, future events or otherwise.


















<PAGE>                           Page 17                      FORM 10-Q


                     PART II - OTHER INFORMATION

               Item 6.  Exhibits and Reports on Form 8-K
               -----------------------------------------



A.  Exhibits
    --------

Exhibit Number                  Description
--------------                  -----------

     10   Material Contracts

                (a)  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.

                 (b)  Non-Qualified  Stock  Option  Agreement  between  the
registrant    and   its   executives   and   other   key   associates    is
filed herewith.

                 (c)  Change  in  Control Agreement, and  summary  thereof,
between                  the  registrant and certain  executives  is  filed
herewith.

                 (d)  Employees' Stock Ownership Plan of the Registrant  as
amended    and    restated   effective   August   1,    1999    is    filed
herewith.

     27         Financial Data Schedule

                Financial Data Schedule, is filed herewith
                electronically.


B.  Reports on Form 8-K
    -------------------

A  current  report  on Form 8-K was filed on June 1, 2000  by  the  Company
describing the amendment of the Shareholder Rights Agreement.




























<PAGE>                         Page 18                            FORM 10-Q



SIGNATURES
----------

Pursuant  to the requirements 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.



Date August 11, 2000             \s\Ellen C. Wolf
----------------------           ------------------------------------------
                                 Vice President and Chief Financial Officer
                                 (Authorized Officer)





Date August 11, 2000             \s\Robert D. Sievers
----------------------           ------------------------------------------
                                 Comptroller
                                 (Chief Accounting Officer)