EXHIBIT 10


                           CONSULTING AGREEMENT

          THIS IS A CONSULTING AGREEMENT by and between Anthony P.
Terracciano, an individual whose mailing address is 1123 3rd Avenue, Spring
Lake, New Jersey  07762 ("Consultant") and American Water Works Company,
Inc. ("the Company"), a Delaware corporation.

                                BACKGROUND

          Consultant is currently a member of the Board of Directors of the
Company (the "Board").  At the Board's request, Consultant has agreed to
provide, working with the Board and the Company's President and Chief
Executive Officer (the "CEO"), consulting services as the Company reviews
its growth strategy.

          NOW, THEREFORE, in consideration of the covenants set forth
herein, and intending to be legally bound hereby, the parties agree as
follows: 

                                 AGREEMENT

          1.   Retention.  Subject to the terms and conditions hereinafter
set forth, the Company hereby retains Consultant, and Consultant accepts
that retention, to serve as a business consultant, for the term and at the
compensation and benefits hereinafter stated.

          2.   Term.  The initial term of this Agreement shall commence on
May 7, 1998 and shall continue for a period of 12 months.  The term of this
Agreement may be extended thereafter by mutual agreement of the Consultant
and the Board.

          3.   Duties.  As a consultant to the Company, Consultant shall
provide consulting and advisory services, from time to time, on behalf of
the Company with respect to the Company's strategic growth planning. 
Consultant shall use his best efforts to be available to render consulting
services at such times and locations as the Board or the CEO shall
reasonably request.

          4.   Compensation.  As compensation and consideration for such
services and responsibilities under this Agreement, the Company agrees to
pay Consultant and Consultant agrees to accept compensation of $250,000
annually.  Such compensation shall be payable in equal, or as nearly equal
as practicable, monthly installments during each month, beginning May 1,
1998 in which the Consultant provides services hereunder.  The Company
shall not be required to provide Consultant with any other payments or
benefits for his services hereunder, provided that the services to be
performed hereunder, and the compensation to be paid therefore, shall be in
addition to Consultant's services and compensation as a member of the
Board.

          5.   Reimbursement of Expenses.  The Company agrees that, during
the time Consultant is retained hereunder, Consultant shall be allowed
reasonable business expenses in connection with the performance of his
duties hereunder upon submission by Consultant of vouchers or itemized
statements thereof prepared in compliance with such rules relating thereto
as the Company may from time to time adopt and as may be required in order 

<PAGE>                             Page 2                        EXHIBIT 10 

to permit such payments as proper deductions to the Company under the
Internal Revenue Code and the rules and regulations adopted pursuant
thereto now or hereafter in effect.

          6.   Representations and Warranties.  Consultant represents and
warrants to the Company that his execution and performance of this
Agreement will not conflict with, or result in a breach of, any other
agreements to which he is a party or any employment relationships or other
fiduciary duties he may have.  Consultant will indemnify and hold harmless
the Company from any claims, liabilities, damages, costs or expenses
(including legal fees) resulting from third-party claims of any such
conflict or breach.

          7.   Nondisclosure of Confidential Information.

               7.1   Consultant shall not, during the term of this
Agreement or at any time for a period of five years following termination
of this Agreement, unless authorized to do so in writing by the Company,
directly or indirectly disclose or permit to be known to, or used for the
benefit of, any person, corporation or other entity (outside of the employ
of the Company), or himself, any confidential information acquired by him
during the course of or as an incident to his employment or retention by or
association with the Company, whether or not pursuant to this Agreement. 
For the purposes of this Section 7, the term confidential information shall
include, but not be limited to, all trade secrets, confidential or
proprietary knowledge or information with respect to the conduct or details
of the Company's business and other information about the Company's
business not in the public domain.

               7.2   All confidential information described in Section 7.1
shall be the exclusive property of the Company, and Consultant shall use
his best efforts to prevent any publication or disclosure thereof.  Upon
termination of Consultant's services with the Company, Consultant shall
return to the Company all documents, records, reports, writings and other
similar documents containing confidential information, including copies
thereof, then in his possession or control.
                             
               7.3   The provisions of this Section 7 shall survive the
termination, for any reason, of this Agreement and shall continue for the
period contemplated by this Section 7.

          8.   No Employee Relationship.  Consultant and the Company agree
that Consultant shall be treated for all purposes as an independent
contractor and nothing hereunder shall be considered to create an
employment relationship between Consultant and the Company.

          9.   Waiver of Breach.  The waiver by the Company of a breach of
any provision of this Agreement by Consultant shall not operate or be
construed as a waiver of any other or subsequent breach by Consultant of
such or any other provision. 









<PAGE>                             Page 3                        EXHIBIT 10

         10.   Notices.  Any notice required or permitted to be given under
this Agreement shall be in writing and shall be delivered by hand or be
sent by certified mail addressed to Consultant at his address set forth in
the first paragraph of this Agreement, and to the Company at 1025 Laurel
Oak Road, Voorhees, NJ, 08043 ATTN:  W. Timothy Pohl, Esq. or to such other
address as either of such parties may designate in a written notice served
upon the other party in the manner provided herein.  Any such notice shall
become effective upon being mailed or, in the case of delivery by hand,
upon receipt.

         11.   Severability.  If any term or provision of this Agreement or
the application thereof to any person or circumstance shall, to any extent,
be held invalid or unenforceable by a court of competent jurisdiction, the
remainder of this Agreement or the application of any such term or
provision to persons or circumstances other than those as to which it is
held invalid or unenforceable, shall not be affected thereby, and each term
and provision of this Agreement shall be valid and enforceable to the
fullest extent permitted by law.  If any of the provisions contained in
this Agreement shall for any reason be held to be excessively broad as to
duration, scope, activity or subject, it shall be construed by limiting and
reducing it, so as to be valid and enforceable to the extent compatible
with the applicable law or the determination by a court of competent
jurisdiction.

         12.   Governing Law.  The implementation and interpretation of
this Agreement shall be governed by and enforced in accordance with the
laws of the State of New Jersey.
                
         13.   Binding Effect and Assignability.  The rights and
obligations of both parties under this Agreement shall inure to the benefit
of and shall be binding upon their heirs, successors and assigns, but shall
not be assigned without the written consent of both parties. 

         14.   Entire Agreement.  This instrument constitutes the entire
agreement with respect to the subject matter hereof between the parties
hereto and replaces and supersedes as of the date hereof any and all prior
oral or written agreements and understandings between the parties hereto. 
This Agreement may only be modified by an agreement in writing executed by
both Consultant and the Company.

          IN WITNESS WHEREOF, the undersigned have executed this Agreement.

                            AMERICAN WATER WORKS COMPANY, INC.


                            By: Marilyn Ware Lewis
                                ----------------------------------
                                Chairman of the Board of Directors



                            CONSULTANT: 

                                Anthony P. Terracciano
                                ----------------------------------
                                Anthony P. Terracciano