8-K

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

                                   Form 8-K

                                CURRENT REPORT

                    Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

      Date of Report (Date of earliest event reported): November 7, 2001

                      AMERICAN WATER WORKS COMPANY, INC.
              ---------------------------------------------------
              (Exact name of registrant specified in its charter)

           Delaware                   0001-03437           51-0063696
- -------------------------------      ------------      ------------------
(State or other Jurisdiction of      (Commission        (I.R.S. Employer
        Incorporation)               File Number)      Identification No.)

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

                Registrant's telephone number: (856) 346-8200







ITEM 5.  OTHER EVENTS

         On November 7, 2001, the Registrant issued a press release announcing
that it has completed the acquisition of Azurix North America and Azurix
Industrial Corp. The press release is attached hereto as Exhibit 99.1 and
incorporated by reference herein.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.

         (a)      Not Applicable.

         (b)      Not Applicable.

         (c)      Exhibits.

         The exhibit listed below and in the accompanying Exhibit Index is
filed as part of this Current Report on Form 8-K.

EXHIBIT NO.       TITLE
- -----------       -----

99.1              Press Release, dated as of November 7, 2001, of American
                  Water Works.






                                   SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                    AMERICAN WATER WORKS COMPANY, INC.


                                    By:  /s/ W. Timothy Pohl
                                         -------------------------------------
                                         Name:  W. Timothy Pohl
                                         Title:  General Counsel and Secretary


Date:  November 8, 2001






                                 EXHIBIT INDEX

Exhibit No.                Description
- -----------                -----------

99.1                       Press Release, dated as of November 7, 2001, of
                           American Water Works.

EX-99.1

                                                                  Exhibit 99.1



FOR IMMEDIATE RELEASE


Sherry Lytle
Vice President Corporate Communications
856-346-8309

Jim Harrison
Vice President Investor Relations
856-346-8207



              AMERICAN WATER WORKS COMPANY COMPLETES ACQUISITION
                            OF AZURIX NORTH AMERICA

           Combined Company To Provide Full Range of Water Resource
                Management Services Throughout U.S. and Canada

VOORHEES, NJ - November 7, 2001 -- American Water Works Company, Inc.
(NYSE:AWK) announced today that it has successfully completed the acquisition
of Azurix North America and Azurix Industrial Corp. at a purchase price of
$141.5 million plus the assumption of $6.1 million in debt. This acquisition
strengthens American Water's position as a premier provider of water resource
management services in the U.S. and Canada.

"Completion of this acquisition is a significant milestone in American Water's
history as it propels the company beyond its historical focus as a regulated
water utility service provider," said J. James Barr, President and CEO of
American Water. "The additional talent and diversity of services acquired
through this transaction are key elements in American Water's growth
strategy."

Azurix North America was a wholly-owned subsidiary of Azurix Corp. and
provides a broad range of water and wastewater services, including operations
and maintenance, engineering, carbon regeneration, underground infrastructure
rehabilitation and residuals management. The company has completed projects in
41 U.S. states and Canadian provinces, employs approximately 1,050 people and
reported revenues in 2000 of $157 million.




AWK - Page 2


Azurix Industrials Corp., also a former subsidiary of Azurix Corp., provides
water and wastewater related technical, operation and maintenance services to
industrial markets. The company reported revenues of $3.5 million for 2000.

After accounting for initial transition costs, the acquisition is expected to
be accretive to American Water's earnings per share and cash flow in its first
full year.


About American Water

With annual revenues of $1.5 billion, American Water Works Company is the
nation's largest publicly traded enterprise devoted exclusively to the water
and wastewater business. Its 6,300 associates provide ongoing water resource
management services to businesses and communities in 27 U.S. states and 3
Canadian provinces. More information can be found on the Web at
www.amwater.com.

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; 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.


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