UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
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                      AMERICAN WATER WORKS COMPANY, INC.
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[Logo]                      RWE Acquisition Update #12

December 28, 2001

This is an update on the RWE/Thames transaction for American Water Associates.
Frequent updates will be distributed in the coming weeks via email. They are
then archived, along with other important materials, in the "RWE Acquisition
Update" database on Lotus Notes.

Done!  Regulatory Filing Work Complete

As December draws to a close, a significant milestone in the RWE/Thames
transaction has been reached. Petitions were filed in the 9 of the 10 states
where regulatory approval is required before the transaction can close. Those
states are:

               California       New Jersey        Pennsylvania
               Illinois         New Mexico        Virginia
               Maryland         New York          West Virginia

Regulatory approval is also required in Kentucky, but at the request of the
state commission staff, we have delayed that filing until later this month.

In another six states the Company has formally notified the various
commissions of the transaction. Those states are:

               Arizona          Iowa             Tennessee
               Hawaii           Ohio             Texas

In another four states, neither regulatory approval nor formal notification is
required. They are: Georgia, Indiana, Michigan and Missouri.

Finally, since the Company is in the process of divesting its operations in
New England, we are not pursuing any regulatory review in Connecticut,
Massachusetts and New Hampshire.

                             *      *      *

         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.