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 29, 2002

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

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


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

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







ITEM 9.  REGULATION FD DISCLOSURE.

     American Water Works Company, Inc. is furnishing herewith a copy of an
employee communication relating to its proposed merger with a subsidiary of
RWE. This information is attached to this Form 8-K as Exhibit 99.1.







                                  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 29, 2002






                                 EXHIBIT INDEX

Exhibit No.      Description

99.1             RWE Acquisition Update #25 dated July 29, 2002.

EX-99.1

                                                             EXHIBIT 99.1

[Logo]                          RWE Acquisition Update #25



July 29, 2002


This is an update on the RWE/Thames transaction for American Water Associates.
Future 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. The information in this "Update" will also be
filed with the US Securities and Exchange Commission and can be viewed on the
commission's EDGAR database at www.sec.gov/edgar.shtml.

The Regulatory Process Continues on Schedule . . .

The Company continues to believe that the acquisition will be final in the
first half of 2003. When the regulatory process began last December, the
transaction required commission approval in about a dozen states. Here's a
status report on the nine remaining states where approvals are being sought.

Arizona: Hearings will be conducted next month and a final decision is
anticipated during the early portion of the fourth quarter of this year.

California: A schedule for processing the request has been issued by the
commission that could result in a decision being issued in mid-December.

Illinois: Hearings are nearing completion and it is anticipated that a final
decision will be issued in September.

Maryland: No hearing dates have been established, but a final decision is
anticipated prior to the end of 2002.

New Jersey: Hearings are scheduled to conclude next month and a final decision
is expected by October 2002.


Continued . . .






New Mexico: The administrative law judge assigned to the case issued a
decision that recommends approval of the acquisition with conditions. A final
decision from the commission on the judge's recommendation is anticipated next
month.

New York: Talks continue to resolve issues of concern to other parties in an
attempt to reach a settlement that can be submitted for commission approval.
Whether or not an agreement can be reached among the parties, a final decision
from the commission is anticipated prior to the end of this year.

Pennsylvania: The administrative law judge assigned to the case issued a
decision that recommends approval of the acquisition with conditions. A final
decision from the commission on the judge's recommendation is anticipated next
month.

West Virginia: An agreement has been reached among the parties that recommends
approval of the acquisition and identifies conditions to be included in the
order. A final commission decision regarding that agreement is anticipated
next month.

In California, Kentucky, New Jersey, New York, Pennsylvania, and West Virginia,
unions representing a portion of the Company's workforce have encouraged
approval of the transaction.

In other areas, since approving the transaction in May, the Kentucky Public
Service Commission has reaffirmed its decision and clarified some of the
conditions set forth in its original order.

A review of the acquisition by the Indiana Public Utility Commission is
currently underway and anticipated to be concluded during September 2002.

In June, the Company and RWE filed a premerger notification and report form
with the Federal Trade Commission and the Department of Justice. The filing is
in response to the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976,
which requires parties to certain mergers or acquisitions to notify the two
agencies. The agencies review the information in the filing to determine if
the proposed transaction would have any anti-competitive effects within our
market. On July 10, the Company announced that the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 had expired without
inquiry by the Federal Trade Commission or the Department of Justice.

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