Mail Stop 03-08


								May 23, 2005


By Facsimile and U.S. Mail

Mr. Jeffrey S. Osman
President and Chief Executive Officer
The York Water Company
130 East Market Street
York, Pennsylvania 17405

	RE:	The York Water Company
      Form 10-K for the fiscal year ended December 31, 2004
		File Date: March 15, 2005
		File No. 000-00690


Dear Mr. Osman:

	We have reviewed your filing and have the following comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  Where indicated, we think you should revise your
filing
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.








Form 10-K for the fiscal year ended December 31, 2004


Management`s Discussion and Analysis of Financial Condition and
Results of Operations

Contractual Obligations, page 9
1. In future filings please disclose scheduled interest payments
in
the table for all of your debt instruments and related interest
rate
swap agreements.  To the extent that interest rates are variable
and
unknown, you may use your judgment to determine whether or not to
include estimates of future interest payments.  You should also
evaluate whether or not you can reasonably estimate the amount
and/or
timing of payments you will be obligated to make under interest
rate
swap agreements to determine whether you can provide meaningful
information in the table for these agreements.  Regardless of
whether
you decide to include or exclude estimated interest payments and
interest rate swap agreements in the table, you should include a
footnote to the table that provides appropriate disclosure to
clarify
your action.

Financial Statements

Balance Sheets, page 14
2. In future filings please disclose your unbilled revenues on a
separate line item within current assets or within a note to your
financial statements, if material.  All current assets and
liabilities in excess of 5% of total current assets or
liabilities,
should be separately stated in the balance sheets or in the notes
to
the financial statements.  Your current presentation does not
allow a
reader to be able to determine the amount of the "Receivables"
line
item attributable to your reserve of $130,000.

Cash Flow Statements, page 18
3. We note on page 7 within your Liquidity and Capital Resources
discussion that the Susquehanna River Pipeline project was
financed
through internally generated funds, customers` advances, short-
term
borrowings, proceeds from the issuance of common stock and tax-
exempt
bonds and an underwritten common stock offering.  However, it does
not appear that you have reflected the amount of AFUDC
attributable
to the equity financed portion of this project as a reconciliation
to
net income.  Please tell us how you accounted for the equity
component of AFUDC in your statement of cash flows.


Notes to Financial Statements

Note 1.  Accounting Policies

Regulatory Assets and Liabilities, page 20
4. Prospectively, please ensure that your disclosure meets the
requirements of paragraph 20 of SFAS 71.  In this regard, please
indicate if you are earning a rate of return on your regulatory
assets, if not, then please indicate the remaining recovery period
of
your regulatory assets.

Note 6.  Employee Benefit Plans, page 34
5. You state that the company "anticipates recovery of the future,
increased pension expense through customer rates." Please provide
us
the basis for your statement and why you believe that you have
reasonable assurance that recovery will occur to record a
regulatory
asset for the additional minimum pension liability.

Note 8.  Commitments, page 35
6. You indicate that the costs to comply with environmental and
water
quality regulations are substantial.  In future filings please
quantify these "substantial costs" and indicate herein or within
your
results of operations discussion within MD&A of how these costs
impacted or are likely to impact your results of operations
currently
or in the future.  Additionally, incorporate within your
discussion
whether you believe this cost trend will continue in subsequent
periods or whether you expect amounts to fluctuate and if so then
by
what amount.


*******

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a letter that keys your responses to our comments
and
provides any requested supplemental information.  Detailed
response
letters greatly facilitate our review.  Please file your response
letter on EDGAR.  Please understand that we may have additional
comments after reviewing your responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

   In connection with responding to our comments, please provide,
in
writing, a statement from the company acknowledging that:

* The company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* Staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* The company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

   In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

   If you have any questions regarding these comments, please
direct
them to Staff Accountant David DiGiacomo at (202) 551-3319.  Any
other questions may be directed to me at (202) 551-3716.

Sincerely,



   William Choi
    Branch Chief



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Mr. Jeffrey S. Osman
Chief Executive Officer
The York Water Company
May 23, 2005
Page 1