Exhibit 99.2



              STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL OFFICER
      REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS




I, Ellen C. Wolf, Vice President and Chief Financial Officer of American Water
Works Company, Inc., state and attest that:


(1)  To the best of my knowledge, based upon a review of the covered reports
     of American Water Works Company, Inc. ("Company"), and, except as
     corrected or supplemented in a subsequent covered report:

     o   no covered report contained an untrue statement of a material
         fact as of the end of period covered by such report (or in the case
         of a report on Form 8-K or definitive proxy materials, as of the
         date on which it was filed); and

     o   no covered report omitted to state a material fact necessary
         to make the statements in the covered report, in light of the
         circumstances under which they were made, not misleading as of the
         end of the period covered by such report (or in the case of a report
         on Form 8-K or definitive proxy materials, as of the date on which
         it was filed).

(2) I have reviewed the contents of this statement with the Company's audit
    committee.

(3) In this statement under oath, each of the following, if filed on or before
    the date of this statement, is a "covered report":

      o   Annual Report on Form 10-K for the fiscal year ended December 31,
          2001 of American Water Works Company, Inc. filed with the Securities
          and Exchange Commission ("Commission");






       o  all reports on Form 10-Q, all reports on Form 8-K and all
          definitive proxy materials of American Water Works Company, Inc.
          filed with the Commission subsequent to the filing of the Form 10-K
          identified above; and

       o   any amendments to any of the foregoing


                                       /s/ Ellen C. Wolf
                                       -------------------
                                           Ellen C. Wolf


August 6, 2002




         Subscribed and sworn to before me this 6th day of August 2002.



         /s/  Gail J. McDevitt
         ----------------------
               Notary Public


             My Commission Expires:  6/17/07