UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                 SCHEDULE 14A

               Proxy Statement Pursuant to Section 14(a) of the
                        Securities Exchange Act of 1934

Filed by the Registrant  |X|
Filed by a Party other than the Registrant  |_|
Check the appropriate box:

|_|  Preliminary Proxy Statement
|_|  Definitive Proxy Statement
|_|  Definitive Additional Materials

|X|  Soliciting Material Pursuant toss.240.14a-12

                                  Filing by:

                      AMERICAN WATER WORKS COMPANY, INC.
------------------------------------------------------------------------------
             (Name of each Registrant as Specified in its Charter)


------------------------------------------------------------------------------
   (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
|X|  No fee required.
|_|  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

     1)  Title of each class of securities to which transaction applies:

     -------------------------------------------------------------------------

     2)  Aggregate number of securities to which transaction applies:

     -------------------------------------------------------------------------

     3)  Per unit price or other underlying value of transaction computed
         pursuant to Exchange Act Rule 0-11 (set forth the amount on which
         the filing fee is calculated and state how it was determined):

     -------------------------------------------------------------------------

     4)  Proposed maximum aggregate value of transaction:

     -------------------------------------------------------------------------

     5)  Total fee paid:

     -------------------------------------------------------------------------

|_|  Fee paid previously with preliminary materials.

|_|  Check box if any part of the fee is offset as provided by Exchange
     Act Rule 0-11(a)(2) and identify the filing for which the offsetting
     fee was paid previously. Identify the previous filing by registration
     statement number, or the Form or Schedule and the date of its filing.

     1)  Amount previously paid:

     -------------------------------------------------------------------------

     2)  Form, Schedule or Registration Statement No.:

     -------------------------------------------------------------------------

     3)  Filing Party:

     -------------------------------------------------------------------------

     4)  Date Filed:

     -------------------------------------------------------------------------



[The following is a form of letter to be distributed by subsidiaries of
American Water Works to local political and community leaders.]

[Logo]

Dear [name],

I understand your constituents have some questions about recent news on the
proposed acquisition of American Water Works -- the parent company [name
subsidiary] -- by the German firm RWE. I'm pleased you've made us aware of
these questions and I welcome this opportunity to give you more information.

Here are the facts:

   o  On September 16, 2001 American Water Works agreed to be acquired by
      RWE AG, a diversified energy and water services company based in
      Essen, Germany.

   o  Under the terms of the agreement, RWE will acquire all of American
      Water Works common stock for $46 per share in cash.

   o  Once the transaction is complete, American Water will join with
      Thames Water - an RWE company and one of the largest water suppliers
      in the world.

What does this mean for [subsidiary name] customers? [subsidiary name] will
still be their water company. The people of [subsidiary name] will still be
their neighbors. The trucks that come down their street to look after their
service will still say [subsidiary name] on the side, and they'll still send
their water bills to the same [subsidiary name] office.

But in the long run, our customers can expect to benefit from the economies
that typically come from joining together strong companies. Once the
transaction is complete, this partnership will bring [subsidiary name]
customers global experience in areas such as water quality, research and
technology - as well as a world of new ideas on how to serve customers. That
also means in the future, [subsidiary name] customers can expect rate
increases that are likely to be lower than they would have otherwise been.

There's one more important point I'd like to make. During these emotional
times for our country, I know there has been some concern over the thought
that a foreign company could control our water supplies. The fact is, the
control of our water supplies has never been determined by who owns the water
company's stock. Our water is controlled by various governmental organizations
including the state public utility commissions, river basin authorities and
state environmental protection agencies. That's the way it's been and that's
the way it's going to be -- no matter who owns American Water Works.

Continued . . .





Besides, while RWE is headquartered in Germany, it's hardly new to this
country. The company and its affiliates employ more than 16,500 people in the
U.S. - roughly 10% of RWE's global workforce. They are part of a number of
organizations including the Thames Water business in Westfield, NJ, and
Pittsburgh-based Consol Energy - a multi-fuel provider that operates mines in
Pennsylvania, Ohio, Virginia, West Virginia, Kentucky, Illinois and Utah.
Other RWE businesses in the US include Turner Construction Corporation of
Dallas and Kitchell Corporation of Phoenix.

I hope these facts about this proposed transaction will help you respond to
your constituents. If I can be of further help to you or them, please let me
know.

Regards,


                           *      *      *

     American Water Works Company, Inc. (the "Company"), RWE
Aktiengesellschaft, a company organized under the laws of the Federal Republic
of Germany ("Guarantor"), Thames Water Aqua Holdings GmbH, a company organized
under the laws of the Federal Republic of Germany and a wholly owned
subsidiary of Guarantor ("Parent"), and Apollo Acquisition Company, a Delaware
corporation and a wholly owned subsidiary of Parent ("Sub") have entered into
an Agreement and Plan of Merger, dated as of September 16, 2001, pursuant to
which Sub will be merged with and into the Company with the Company surviving
the merger (the "Merger"). In connection with the Merger, the Company will be
filing a proxy statement with the Securities and Exchange Commission (the
"SEC"). SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT
WHEN IT BECOMES AVAILABLE BECAUSE IT CONTAINS IMPORTANT INFORMATION REGARDING
THE MERGER. Investors and security holders may obtain a free copy of the proxy
statement when it becomes available and other documents filed by the Company
with the SEC in connection with the Merger at the SEC's web site at
www.sec.gov. Security holders of the Company may also obtain for free a copy
of the proxy statement and other documents filed with the SEC by the Company
in connection with the Merger by contacting Nancy A. Macenko, Vice President
External Affairs, at (856) 566-4026.

     The Company and its subsidiaries and their respective directors and
executive officers may be deemed to be participants in the solicitation of
proxies from the Company's stockholders in favor of the Merger. These
directors include the following: Marilyn Ware, Gerald C. Smith, J. James Barr,
Henry G. Hager, Ross A. Webber, Frederick S. Kirkpatrick, Paul W. Ware, Nancy
Ware Wainwright, Ray J. Groves, Elizabeth H. Gemmill, William S. White,
Anthony P. Terracciano, William O. Albertini, Rhoda W. Cobb and Horace
Wilkins, Jr. and these officers include Joseph F. Hartnett, Jr., Daniel L.
Kelleher, W. Timothy Pohl, Robert D. Sievers, Ellen C. Wolf, Nancy A. Macenko
and James E. Harrison. Collectively, as of March 5, 2001, the directors and
executive officers of the Company may be deemed to beneficially own
approximately 21.9% of the outstanding shares of the Company's common stock
and under 5% of the outstanding shares of the Company's Cumulative Preferred
Stock, 5% Series. Stockholders of the Company may obtain additional
information regarding the interests of the participants by reading the proxy
statement when it becomes available.

     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 that 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,
weather conditions that tend to extremes of temperature or duration;
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;
competition; success of operating initiatives, advertising and promotional
efforts; existence of adverse publicity or litigation; changes in business
strategy or plans; quality of management; general economic and business
conditions; the ability to satisfy the conditions to closing set forth in the
definitive agreement; 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.