8-K

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                 FORM 8-K

            Current Report Pursuant to Section 13 or 15(d) of
                        The Securities Act of 1934

Date of Report (Date of earliest event reported):  June 1, 2000

                    American Water Works Company, Inc.
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          (Exact name of registrant as specified in its charter)

   Delaware                 1-3437-2                     51-0063696
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(State or other           (Commission                (I.R.S. Employer
 jurisdiction)             File Number)               Identification No.)

1025 Laurel Oak Road, P.O. Box 1770, Voorhees, NJ            08043
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(Address of principal executive offices)                  (Zip Code)

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



Item 5.  Other Events

     Acting at a regular meeting on June 1, 2000, the Executive Committee
of the Board of Directors of American Water Works Company, Inc. (the
"Company") approved the First Amendment to the Rights Agreement (the
"First Amendment") between the Company and Fleet National Bank (formerly
known as BankBoston N.A.), as Rights Agent, for the purpose of amending
the Rights Agreement to (i) amend the definition of "Acquiring Person"
from the Beneficial Owner of 25% or more of the outstanding Common Shares
to the Beneficial Owner of 10% or more of the outstanding Common Shares,
and (ii) lower the threshold for triggering the adjustment to the
consideration receivable upon exercise of the Common Stock Purchase Rights
from an acquisition of 35% or more of the outstanding Common Shares to an
acquisition of 10% or more of the outstanding Common Shares.

     The foregoing description of the First Amendment and the Rights
Agreement is qualified in its entirety by reference to the Rights
Agreement, the amendments thereto (including the First Amendment) and the
form of Right Certificate described therein.

Item 7.  Financial Statements and Exhibits

(a) Financial Statements:

         Not applicable

(b) Pro forma financial information:

         Not applicable

(c) Exhibits:

      4.1     Rights Agreement, dated as of February 18, 1999, by and
              between American Water Works Company, Inc. and BankBoston
              N.A. (Incorporated by reference to the Company's
              Registration Statement on Form 8-A filed with the Securities
              and Exchange Commission on March 1, 1999).

      4.2     First Amendment to the Rights Agreement, dated June 1, 2000
              (Incorporated by reference to the Company's Amendment No. 1
              to the Registration Statement on Form 8-A filed with the
              Securities and Exchange Commission on June 1, 2000).

     99.1     American Water Works Company, Inc. Press Release dated
              June 1, 2000, announcing the First Amendment to the Rights
              Agreement.



                                 Signature

     Pursuant to the requirements of Section 12 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.


Dated:  June 1, 2000         By:  J. James Barr
                                ------------------------------------------
                             Name:  J. James Barr
                             Title:  President and Chief Executive Officer

EX-99

                                                              EXHIBIT 99.1


                 [LOGO] American Water Works Company, Inc.
                               NEWS RELEASE

FOR RELEASE:  FOR IMMEDIATE RELEASE

CONTACT:      Thomas G. McKitrick, Vice President-Investor Relations
              Sherry F. Lytle, Vice President-Corporate Communications
              (856) 346-8200
              www.amwater.com


                    AMERICAN WATER WORKS COMPANY, INC.
                          AMENDS RIGHTS AGREEMENT


     VOORHEES, NEW JERSEY, June 1, 2000 -- American Water Works Company,
Inc. (NYSE:AWK) announced today that it has amended its shareholder Rights
Agreement.  The Rights 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 the prior consent of the Board of
Directors. Today's amendment lowered that percentage, and the percentage
ownership that triggers the dilutive effect of the rights issued under the
Agreement, to 10% of the Company's outstanding Common Shares.

     J. James Barr, president and chief executive officer of American
Water Works explained, "These amendments are important to further
strengthen the position of all shareholders of the Company in the event of
an unwelcome attempt to gain control of the Company. We are not aware of
any efforts to acquire control at this time. Our action today is merely
intended to prepare us to effectively deal with any such attempt if it
should occur in the future."

     American Water Works Company shareholders do not need to take any
action with respect to the amendments to the Rights Agreement.

     American Water Works Company, through its subsidiaries, provides
water and wastewater services to more than 1,000 communities in 23 states.


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