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): July 10, 2002

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

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

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 July 10, 2002, American Water Works Company, Inc. issued a press
release announcing the expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 in respect of its
notification filed regarding the proposed merger of American Water Works
Company, Inc. with and into a subsidiary of RWE AG. 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 July 10, 2002, of American Water
                  Works Company, Inc.





                                 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:  July 15, 2002






                            EXHIBIT INDEX

Exhibit No.       Description

99.1              Press Release, dated as of July 10, 2002, of American Water
                  Works Company, Inc.

EX-99

                                                               Exhibit 99.1




         FOR IMMEDIATE RELEASE

         James E. Harrison
         Vice President, Investor Relations
         856-346-8207

         Nancy A. Macenko
         Vice President, External Affairs
         856-566-4026



                      American Water Works/RWE Agreement
                   Hart-Scott-Rodino Waiting Period Expires


VOORHEES, N.J., July 10, 2002 - American Water Works Company (NYSE:AWK)
announced today that the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 has expired without inquiry by the Federal Trade
Commission or the Department of Justice. The waiting period pertained to the
notifications filed by American Water Works and RWE of their pending merger.


The RWE acquisition of American Water Works is still subject to regulatory
approval in nine states and the company continues to believe that the
transaction will be final in the first half of 2003.


About American Water Works

American Water Works Company is the largest publicly traded U.S. corporation
devoted exclusively to the business of water. Its 6,500 associates provide
water, wastewater and other related services to 15 million people in 27 U.S.
states and three Canadian provinces. More information can be found on the Web
at www.amwater.com.




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AWK - Page 2




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.