AMERICAN WATER WORKS COMPANY, INC.

                             BY-LAWS

                      Adopted April 16, 1970

                  As Amended to October 14, 1999

                 AMERICAN WATER WORKS COMPANY, INC.

                             BY-LAWS

                      Adopted April 16, 1970

                  As Amended to October 14, 1999


                            Article I

                           SHAREHOLDERS

    Section 1.  [As amended January 2, 1986, and further amended July 6, 1989
and May 6, 1999]  The annual meeting of the stockholders of the Corporation
shall be held at its office at 1025 Laurel Oak Road, Voorhees, New Jersey, on
the first Thursday in May of each year (or if said day be a legal holiday,
then on the next succeeding day not a holiday), at eleven o'clock in the
forenoon, daylight saving time or standard time whichever shall be legally in
effect in the Township of Voorhees, New Jersey, on that date, or on such other
date or at such other time or at such other place within the continental United
States as may be designated in the notice of the annual meeting, for the
purpose of electing directors to a Class in accordance with Article Twelfth of
the Company's Certificate of Incorporation, and for the transaction of such
other business as may properly be brought before the meeting.

    Section 2.  [As amended July 6, 1989 and further amended February 4, 1999]
Special meetings of the stockholders may be held only upon call of the Board of
Directors or the Executive Committee or the Chairman of the Board or the
President, at such place and at such time and date as may be fixed by the body
or person or persons giving such call, and as may be stated in the notice
setting forth such call.

    Section 3.  [As amended July 6, 1989]  Notice of the place, time and date of
every meeting of stockholders shall be delivered personally or mailed at
least ten days prior thereto to each stockholder of record entitled to vote at
such meeting at his address as it appears on the records of the Corporation.
Such further notice shall be given as may be required by law.

    Section 4.  Except as otherwise provided by law or in the Certificate of
Incorporation, as amended, of the Corporation, at all meetings of the
stockholders the presence in person or the representation by proxy of the
holders of the outstanding shares that would be entitled to cast at least
a majority of votes on a particular matter shall constitute a quorum for the
purpose of considering such matter.  If there be no such quorum present for
considering a particular matter, the meeting on such matter may be adjourned
from time to time, by vote of a majority of those present or represented
and entitled to vote on such matter, without notice other than by
announcement at the meeting, until such a quorum be present.


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    Section 5.  Meetings of the stockholders shall be presided over by the
Chairman of the Board, the Vice Chairman of the Board or the President or, if
none of such officers is present, by a Vice President or, if no such officer is
present, by a chairman to be chosen at the meeting.  The Secretary of the
Corporation or, in his absence, an Assistant Secretary, or in the absence of
both the Secretary and an Assistant Secretary, a person appointed by the
Chairman of the meeting shall act as secretary of the meeting.

    Section 6.  Any stockholder entitled to vote at any meeting of
stockholders may so vote in person or by proxy, but no proxy shall be acted upon
after three years from its date, unless such proxy provides for a longer period.

    Section 7.  [As amended January 2, 1986 and further amended March 5, 1992]
At all elections of directors by the stockholders of the Corporation, each
stockholder shall be entitled to vote as provided in the Certificate of
Incorporation, as amended, of the Corporation.  The Chairman of the Board or
the chairman of each meeting at which directors are to be elected shall
appoint aninspector of election, unless such appointment shall be unanimously
waived by those stockholders present or represented by proxy at the meeting
and entitled to vote at the election of directors.  No director or candidate
for the office of director shall be appointed as such inspector.  Before
undertaking his duties at any such meeting, the inspector shall take and
subscribe an oath or affirmation faithfully to execute the duties of
inspector at such meeting, with strict impartiality and
according to the best of his ability, and shall take charge of the polls and
after the balloting shall make a certificate of the result of the vote taken.

    Section 8.  In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights
in respect of any change,conversion or exchange of stock or for the purpose
of any other lawful action, the Board of Directors may fix, in advance, a
record date, which shall not be more than sixty nor less than ten days before
the date of such meeting, or such other action.

    Section 9.  Any action required or permitted to be taken at any meeting
of stockholders may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous consent shall be given to those stockholders who have not
consented in writing.


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                            Article II

                        BOARD OF DIRECTORS

    Section 1.  (a)  [As amended January 16, 1975 and further amended May 4,
1989, March 5, 1992 (effective May 7, 1992), September 4, 1997, March 5, 1998
(effective May 7, 1998), October 1, 1998 and July 1, 1999]  The Board of
Directors shall consist of fifteen directors, but the number of directors may be
increased or decreased from time to time, within the limits as to the number
specified in the Certificate of Incorporation, as amended, of the Corporation,
in the manner hereinafter provided for amendment of the By-laws of the
Corporation, but subject to Article Eleventh of the Certificate of
Incorporation, as amended.

    (b)  [Added May 6, 1999]  The members of the Board of Directors shall be
divided into classes in a manner provided by Article Twelfth of the
Corporation's Certificate of Incorporation and shall be elected and serve for
such terms of office as are provided therein.

    (c)  [As amended January 16, 1975, and further amended March 5, 1992 and
May 6, 1999] A majority of the number of directors shall constitute a quorum;
provided, however, no amendment of this sentence shall be adopted which is in
violation of the provisions of paragraph (h) of Section 1 of Division D of
Article FOURTH of the Certificate of Incorporation, as amended.

    (d) [As amended January 16, 1975, and further amended  August 26, 1976,
December 21, 1978, June 19, 1980, February 16, 1984 (effective June 1, 1984),
January 2, 1986, January 6, 1994 and May 6, 1999]  (i)  No person shall be
eligible for election to the Board of Directors of the Corporation in any
year if such person shall be 72 years of age or older on the first day of the
year of such election.

        (ii)  Each member of the Board of Directors who ceases to be a
director for any reason other than death after reaching the age of 65 shall
thereupon become a Director Emeritus and shall serve as a Director Emeritus
until the date of the second Annual Meeting following the date when such
person first became a Director Emeritus.  Each Director Emeritus will have the
right to receive notice of meetings and to attend meetings of the Board of
Directors and of each Committee thereof on which such Director Emeritus was
serving immediately prior to becoming a Director Emeritus but will not have
the right to vote on matters which come before the Board of Directors or any
committee thereof.

    Section 2.  [As amended May 6, 1999]  Vacancies in the Board of Directors
shall be filled by a majority of the remaining directors though less than a
quorum and a director so chosen shall hold office for the balance of the
unexpired term of the class to which elected and until the election and
qualification of his successor. In case of any increase in the number of
directors as provided in Section 1 of this Article II, the stockholders or
the Board of Directors (by a majority of the directors constituting the Board
prior to such increase), as the case may be, may, at the meeting at which such
increase is voted, or at any adjournment or adjournments thereof, elect such
additional directors as shall be required, and the directors so chosen shall
hold office for the balance of the unexpired term of the class to which elected
and until the election and qualification of their respective successors.

    Section 3.  Meetings of the Board of Directors shall be held at such place
as may from time to time be fixed by resolution of the Board or as may be
specified in the call of any meeting.  Regular meetings of the Board of
Directors shall be held at such times as may from time to time be fixed by
resolution of the Board; and special meetings may be held at any time upon
the call of the Executive Committee or of the Chairman of the Board or the
President, by oral, telegraphic or written notice, duly served on or sent or
mailed to each director not less than two days before the meeting.  A meeting of
the Board may be held without notice immediately after the annual meeting of
stockholders at the same place at which such annual meeting is held.  Notice
need not be given of regular meetings of the Board held at times fixed by
resolution of the Board.

    Section 4.  [As amended June 4, 1998]  The Board of Directors may, by
resolution or resolutions, passed by a majority of the whole Board, designate an
Executive Committee, to consist of two or more of the directors, as the Board
may from time to time determine.  The Executive Committee shall have and may
exercise, when the Board is not in session, all the powers of the Board of
Directors in the management of the business and affairs of the Corporation, and
shall have power to authorize the seal of the Corporation to be affixed to all
papers which may require it; provided that the Executive Committee shall not
have or exercise any such power or powers if and so long as a "two years'
default in preferred dividends," as defined in subdivision (f) of Section 1 of
Division D of Article FOURTH of the Certificate of Incorporation, as amended, of
the Corporation shall exist. The Executive Committee shall not have power to (i)
fill vacancies in the Board, (ii) to change the membership of or to fill
vacancies in this or any Committee of the Board, (iii) approve or adopt, or
recommend to the stockholders, any action or matter expressly required by the
laws of Delaware to be submitted to stockholders for approval and (iv) adopt,
amend or repeal any by-law of the Corporation.  The Board shall have the power
at any time to change the membership of the Executive Committee, to fill
vacancies in it, or to dissolve it.  The Board of Directors shall also have the
power to designate one or more alternate members of said Executive Committee,
which alternate members shall have power to serve, subject to such conditions as
the Board of Directors may prescribe, as a member or members of said Executive
Committee during the absence or inability to act of any one or more members
of said Committee.  The Executive Committee may make rules for the conduct of
its business and may appoint such committees and assistants as it shall from
time to time deem necessary.  A majority of the members of the Executive
Committee shall constitute a quorum.

    Section 5.  The Board of Directors may also, by resolution or resolutions,
passed by a majority of the whole Board, designate one or more other committees,
each such committee to consist of one or more of the directors of the
Corporation, which, to the extent provided in said resolution or resolutions,
shall have and may exercise the powers of the Board of Directors in the
management of the business affairs of the Corporation, and may have power to
authorize the seal of the Corporation to be affixed to all papers which may
require it; provided that no such committee shall have or exercise any such
power or powers if and so long as a "two years' default in preferred
dividends," as defined in subdivision (f) of Section 1 of Division D of Article
FOURTH of the Certificate of Incorporation, as amended, of the Corporation shall
exist.  Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the Board of Directors.  A
majority of the members of any such committee may determine its action and
fix the time and place of its meetings unless the Board of Directors shall
otherwise provide.  The Board of Directors shall have power at any time to
change the membership of, to fill vacancies in, or dissolve any such committee.

    Section 6.  One or more of members of the Board of Directors or any
committee thereof may participate in a meeting of the Board or a committee
thereof by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other.

    Section 7.  [As amended May 17, 1984 (effective June 1, 1984) and further
amended May 4, 1988 and October 14, 1999]  The Board in its discretion may
choose a Chairman of the Board and a Vice Chairman of the Board from among the
directors.  The Chairman of the Board shall preside at all meetings of the
stockholders (except as otherwise provided by statute) and of the Board
of Directors, and shall have such other powers and duties as may from time to
time be prescribed by the Board of Directors, but shall not participate in the
day-to-day management or operations of the Corporation except as provided in
Section 3 of Article III in the event of a vacancy in the office of President.
The Vice Chairman of the Board shall assist the Chairman of the Board in
carrying out the Chairman's duties and, in the absence of the Chairman of the
Board, shall have the powers and duties of the Chairman of the Board.  The Vice
Chairman shall also have such other powers and duties as may from time to time
be assigned to such officer by the Board of Directors.

    Section 8.  [As amended January 16, 1975]  In addition to reimbursement of
his reasonable expenses incurred in attending meetings or otherwise in
connection with his attention to the affairs of the Corporation, each Director
and each Director Emeritus as such, and as a member of the Executive Committee
or of any other committee of the Board of Directors, shall be entitled to
receive such compensation as may be fixed from time to time by the Board of
Directors, subject to any applicable restriction imposed by the Certificate of
Incorporation, as amended, of the Corporation.

    Section 9.  [As amended February 4, 1987]  (a)  The Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that
such person is or was a director, officer or employee of the Corporation or a
constituent Corporation absorbed in a consolidation or merger or is or was
serving at the request of the Corporation or a constituent Corporation absorbed
in a consolidation or merger, as a director, officer or employee of another
Corporation, partnership, joint venture, trust or other enterprise, including an
employee benefit plan, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding to
the extent that such person is not otherwise indemnified and to the extent
that such indemnification is not prohibited by applicable law.  For this
purpose the Board of Directors may, and on request of any such person shall be
required to, determine in each case whether or not the applicable standards
in any applicable statute have been met, or such determination shall be made
by independent legal counsel if the Board of Directors so directs or if the
Board of Directors is not empowered by statute to make such determination.
Expenses incurred by an officer, director or employee of the Corporation in
defending a civil or criminal action, suit or proceeding shall be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding subject to the provisions of any applicable statute.  The
obligations of the Corporation to indemnify a director, officer or employee
under this Article II, including the duty to advance expenses, shall be
considered a contract between the Corporation and such individual, and no
modification or repeal of any provision of this Article II shall affect, to the
detriment of the individual, such obligations of the Corporation in connection
with a claim based on any act or failure to act occurring before such
odification or repeal.

    (b)  The indemnification and advancement of expenses provided by this
Article II shall not be deemed exclusive of any other right to which one
indemnified may be entitled, both as to action in such person's official
capacity and as to action in another capacity while holding such office, and
shall inure to the benefit of the heirs, executors and administrators of any
such person.
    (c)  The Board of Directors shall have the power to (i) authorize the
Corporation to purchase and maintain, at the Corporation's expense, insurance on
behalf of the Corporation and on behalf of others to the extent that power to do
so has been or may be granted by statute, and (ii) give other indemnification to
the extent permitted by law.


                           Article III

                             OFFICERS

    Section 1.  [As amended October 14, 1999]  The Board of Directors as soon as
may be after its election shall choose a President of the Corporation, one or
more Vice Presidents, a Secretary and a Treasurer and from time to time may
appoint such Assistant Secretaries, Assistant Treasurers and such other
officers, agents and employees as it may deem proper.  The President shall
be chosen from among the directors.

    Section 2.  The term of office of each officer shall be one year, or until
his successor is elected and qualified or until his earlier resignation or
removal.  Any officer may resign at any time upon written notice to the
Corporation.  Any officer may be removed from office at any time by the
affirmative vote of a majority of the members of the Board then in office.

    Section 3.  The President shall be the chief executive officer of the
Corporation and shall supervise the carrying out of the policies adopted or
approved by the Board.  He shall have general power to execute bonds, deeds
and contracts in the name of the Corporation and to affix the corporate seal;
to appoint and fix the compensation of all employees and agents of the
Corporation whose appointment is not otherwise provided for; to remove or
suspend such employees or agents as shall not have been appointed by the Board
of Directors, and to exercise all the powers usually appertaining to the chief
executive officer of a corporation, except those required by statute or by
these by-laws to be exercised by another officer.  In the absence of the
Chairman and the Vice Chairman of the Board, he shall preside at all meetings of
the stockholders and of the Board of Directors.  In the event of a vacancy in
the office of President, the powers and duties of the President as chief
executive officer of the Corporation shall, without further action of any kind,
devolve upon and to the Chairman of the Board.  Upon the filling of such
vacancy, such powers and duties as chief executive officer shall, without
further action of any kind, revert to the President of the Corporation.

    Section 4.  The several Vice Presidents shall perform all such duties and
services as shall be assigned to or required of them, from time to time, by the
Board of Directors or the President, respectively, and, unless their authority
be expressly limited, shall act, in the order of their election, in the place of
the President, exercising all his powers and performing his duties, during his
absence or disability.

    Section 5.  Subject to such limitations as the Board of Directors may from
time to time prescribe, the other officers of the Corporation shall each have
such powers and duties as generally pertain to their respective offices, as well
as such powers and duties as from time to time may be conferred by the Board of
Directors.  Any officer, agent or employee of the Corporation may be required to
give bond for the faithful discharge of his duties, in such sum and with such
surety or sureties as the Board of Directors may from time to time prescribe.


                            Article IV

                      CERTIFICATES OF STOCK

    Section 1.  [As amended January 2, 1986]  The interest of each stockholder
of the Corporation shall be evidenced by certificates for shares of stock in
such form as the Board of Directors may from time to time prescribe.  The shares
in the stock of the Corporation shall be transferable on the books of the
Corporation by the holder thereof in person or by his attorney, upon
compliance with Section 3 below or upon surrender for cancellation of
certificates for the same number of shares, with an assignment and power of
transfer endorsed thereon or attached thereto, duly executed, and with such
proof of the authenticity of the signature as the Corporation or its
agents may reasonably require.

    Section 2.  [As amended January 8, 1998]  The certificates of stock shall be
signed by the Chairman of the Board, the President or a Vice President and by
the Secretary or the Treasurer or an Assistant Secretary or an Assistant
Treasurer of the Corporation (except that where any such certificate is manually
countersigned by a transfer agent other than the Corporation or its employee
or by a registrar other than the Corporation or its employee, any other
signature on the certificate may be facsimile, engraved or printed), shall be
sealed with the seal of the Corporation (or shall bear a facsimile of such seal,
engraved or printed) and shall be countersigned and registered in such manner,
if any, as the Board of Directors may by resolution prescribe.  In case any
officer or officers who shall have signed, or whose facsimile signature or
signatures shall have been used on any such certificate or certificates, shall
cease to be such officer or officers of the Corporation, whether because of
death, resignation or otherwise, before such certificate or certificates shall
have been delivered by the Corporation, such certificate or certificates may
nevertheless be adopted by the Corporation and be issued and delivered as though
the person or persons who signed such certificate or certificates, or
whose facsimile signature or signatures shall have been used thereon, had
not ceased to be such officer or officers of the Corporation.

    Section 3.  No certificate for shares of stock in the Corporation shall be
issued in place of any certificate alleged to have been lost, stolen or
destroyed, except upon production of such evidence of such loss, theft or
destruction and upon delivery to the Corporation of a bond of  indemnity in such
amount, upon such terms and with such surety, as the Board of Directors in its
discretion may require.


                            Article V

                        CORPORATE RECORDS

    The books and records of the Corporation may be kept outside of Delaware
at such other place or places as the Board of Directors may from time to time
determine.


                            Article VI

                       CHECKS, NOTES, ETC.

    All checks and drafts on the Corporation bank accounts and all bills of
exchange and promissory notes, and all acceptances, obligations and other
instruments for the payment of money, shall be signed by such officer or
officers or agent or agents or other employee or employees as shall be thereunto
authorized from time to time by the Board of Directors.


                           Article VII

                           FISCAL YEAR

    The fiscal year of the Corporation shall begin on the first day of January
in each year and shall end on the thirty-first day of December following.



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                           Article VIII

                          CORPORATE SEAL

    The corporate seal shall have inscribed thereon the name of the Corporation
and the words "Incorporated Delaware 1936."  In lieu of the corporate seal, when
so authorized by the Board of Directors or a duly empowered committee thereof,
and permitted by law, a facsimile thereof may be impressed or affixed or
reproduced.

                            Article IX

                             OFFICES

    The Corporation and the stockholders and the directors may have offices
outside of the State of Delaware at such places as shall be determined from time
to time by the Board of Directors.


                            Article X

                            AMENDMENTS

    [As amended May 4, 1989]  Subject to the provisions of Section 1 of
Division D of Article Fourth and of Article Eleventh of the Certificate of
Incorporation, as amended, of the Corporation, the by-laws of the Corporation,
regardless of whether made by the stockholders or by the Board of
Directors, may be altered, added to, or repealed at any meeting of the Board of
Directors or of the stockholders, provided notice of the proposed change is
given in the notice of the meeting.  No change of the time or place for the
annual meeting of the stockholders for the election of directors shall be made
except in accordance with the Certificate of Incorporation, as amended, of the
Corporation and the laws of Delaware.