Rule 424(b)(3)
                                                      Registration No. 333-77581
United Water [LOGO]
                                                               Donald L. Correll
                                            Chairman and Chief Executive Officer
August 31, 1999
                                                          United Water Resources
                                                               200 Old Hook Road
                                                 Harrington Park, NJ  07640-1799
                                                         telephone  201 784 9434
                                                          facsimile 201 767 2082

Prospectus Supplement to Prospectus dated May 18, 1999
Re:      United Water Resources Inc. Dividend Reinvestment and Stock
         Purchase Plan

Dear Stockholder:

As you know,  United Water  Resources  and Suez  Lyonnaise des Eaux have entered
into an agreement  which provides for Suez Lyonnaise to acquire the  outstanding
common stock of United Water it does not currently own. When the  transaction is
completed, United Water will become a wholly-owned subsidiary of Suez Lyonnaise.

Before the agreement, we issued new common stock for purchases made under United
Water's Dividend  Reinvestment and Stock Purchase Plan. However, the acquisition
agreement  requires us to terminate the issuance of new stock under the Plan and
buy shares on the open market for the  September  1, 1999  dividend  payment and
subsequently terminate the Plan as soon as practicable.

As a result of the agreement:

o    We are terminating  dividend  reinvestment and optional cash payments under
     the Plan after the September 1999 stock purchase.

o    The  September  purchase  of stock  for the  Plan  will be made on the open
     market.

o    The  September  1,  1999  dividend  will  be  the  last  dividend  that  is
     reinvested.  Any  further  dividends  on  Plan  shares  will be paid to you
     directly in cash.

o    All optional  cash  payments  received on or before August 25, 1999 will be
     invested;  all optional  cash payments  received  after August 25th will be
     returned.

We will continue to hold all shares  purchased  through the Plan for you, unless
you instruct us to do  otherwise.  You may request a stock  certificate  for any
number  of Plan  shares at any  time.  You also may sell any  shares in the Plan
through the Plan Administrator, ChaseMellon Shareholder Services, L.L.C. (Please
see the Plan prospectus for complete details.)






You need not take an action at this time. We will send you instructions when the
acquisition is completed.

I am grateful for the  confidence  you have shown in our company over the years.
Your support has been the foundation  upon which we have built United Water.  On
behalf of United Water, its management and employees, please accept my sincerest
thanks.

Sincerely,



/s/ Donald L. Correll


           The date of this Prospectus Supplement is August 31, 1999.