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

                                     FORM 15

CERTIFICATION  AND NOTICE OF TERMINATION OF REGISTRATION  UNDER SECTION 12(G) OF
THE SECURITIES  EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER
SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

                                        Commission File Number:  1-8586

                           UNITED WATER RESOURCES INC.
             (Exact name of registrant as specified in its charter)

                                200 Old Hook Road
                        Harrington Park, New Jersey 07640
                                 (201) 784-9434
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                                  Common Stock
                            Series A Preference Stock
            (Title of each class of securities covered by this Form)

                                       N/A
           (Titles of all other classes of securities for which a duty
             to file reports under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule  provision(s)
relied upon to terminate or suspend the duty to file reports:

     Rule 12g-4(a)(1)(i)     |X|            Rule 12h-3(b)(1)(i)     |X|
     Rule 12g-4(a)(1)(ii)    | |            Rule 12h-3(b)(1)(ii)    | |
     Rule 12g-4(a)(2)(i)     | |            Rule 12h-3(b)(2)(i)     | |
     Rule 12g-4(a)(2)(ii)    | |            Rule 12h-3(b)(2)(ii)    | |
                                            Rule 15d-6              | |

Approximate number of holders of record as of the certification or notice
record date:              Common Stock: 1
             ----------------------------
             Series A Preference Stock: 0
             ----------------------------

Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,  United
Water  Resources Inc. has caused this  certification/notice  to be signed on its
behalf by the undersigned duly authorized person.


DATE:  July 28, 2000              By:  /s/ Allan D. Shakley, Esq.
                                           -------------------------------------
                                           Allan D. Shakley, Esq.
                                           Secretary and Assistant Treasurer