<PAGE>


      As filed with the Securities and Exchange Commission on May 7, 1997

                                                      Registration No. 333-_____



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933


                        PHILADELPHIA SUBURBAN CORPORATION
               (Exact name of issuer as specified in its charter)

           Delaware                                     23-1702594
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation of organization)


                              762 Lancaster Avenue
                               Bryn Mawr, PA 19010
                                 (610) 527-8000
                    (Address of principal executive offices)

                          1994 EQUITY COMPENSATION PLAN
                            (Full title of the plan)

                                  ROY H. STAHL
                        PHILADELPHIA SUBURBAN CORPORATION
                    SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                              762 Lancaster Avenue
                               Bryn Mawr, PA 19010
                     (Name and address of agent for service)

                                 (610) 645-8000
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                               N. JEFFREY KLAUDER
                           Morgan, Lewis & Bockius LLP
                              2000 One Logan Square
                           Philadelphia, PA 19103-6993
                                 (215) 963-5694

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

=================================================================================================================================
         Title of securities              Number of        Proposed maximum         Proposed maximum
                to be                   shares to be        offering price              aggregate                Amount of
             registered                registered (1)        per share (2)         offering price (2)       registration fee (1)(2)
<S>                                       <C>                 <C>                 <C>                           <C>
Common Stock, $.50 par value........      1,425,000           $19.9375               $28,410,937               $5,156.25
=================================================================================================================================
</TABLE>

(1)      This registration statement covers shares of Common Stock of
         Philadelphia Suburban Corporation, which may be offered or sold
         pursuant to the 1994 Equity Compensation Plan (the "Plan"). The
         contents of an earlier registration statement (Registration No.
         33-53689) covering 675,000 shares of Common Stock under the Plan are
         incorporated by reference in this Registration Statement. Pursuant to
         Rule 457(h)(2), no separate registration fee is required with respect
         to the interests in the plan. This registration statement also relates
         to an indeterminate number of shares of Common Stock that may be issued
         upon stock splits, stock dividends or similar transactions in
         accordance with Rule 416.

(2)      Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the
         purpose of calculating the registration fee, based upon the average of
         the reported high and low sales prices for a share of Common Stock on
         May 1, 1997, as reported on the New York Stock Exchange.





<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.  Exhibits.

         The following is a list of exhibits filed as part of this Registration
Statement.


Exhibit
Number                              Exhibit
------                              -------

  5.1     Opinion of Morgan, Lewis & Bockius LLP.
 23.1     Consent of KPMG Peat Marwick LLP.
 23.2     Consent of Morgan, Lewis & Bockius LLP (included within Exhibit 5.1).
 24.1     Powers of Attorney (included as part of the signature page of this
          Registration  Statement).
 99.1     1994 Equity Compensation Plan, as amended




                                       S-1

<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Bryn Mawr, Pennsylvania on May 7, 1997.

                            PHILADELPHIA SUBURBAN CORPORATION



                            By: /s/ Nicholas DeBenedictis
                                -----------------------------------------------
                                Nicholas DeBenedictis
                                Director, Chairman and Chief
                                Executive Officer (principal executive officer)

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Nicholas DeBenedictis and Roy H. Stahl
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

      Signature                      Title                             Date
      ---------                      -----                             ----


/s/ Nicholas DeBenedictis     Director, Chairman and Chief          May 7, 1997 
--------------------------    Executive Officer (principal                      
Nicholas DeBenedictis         executive officer and a director)                 
                                                                                
                   
                                                             
/s/ Michael P. Graham         Senior Vice President -- Finance      May 7, 1997 
--------------------------    and Treasurer (principal financial                
Michael P. Graham             and accounting officer)                           
                   
                                                             
                                                                                
/s/ John H. Austin, Jr.       Director                              May 7, 1997 
--------------------------                                                      
John H. Austin, Jr.    
            
                                         
/s/ Mary C. Carroll           Director                              May 7, 1997 
--------------------------                                                      
Mary C. Carroll    
        
                                                    
/s/ G. Fred DiBona, Jr.       Director                              May 7, 1997 
--------------------------                                                      
G. Fred DiBona, Jr.   

                                                          
/s/ John W. Boyer, Jr.        Director                              May 7, 1997 
--------------------------    
John W. Boyer, Jr.



                                       S-2

<PAGE>


      Signature                      Title                             Date
      ---------                      -----                             ----


/s/ Richard H. Glanton        Director                              May 7, 1997 
--------------------------                                                      
Richard H. Glanton   



/s/ Joseph C. Ladd            Director                              May 7, 1997 
--------------------------                                                      
Joseph C. Ladd    



/s/ John F. McCaughan         Director                              May 7, 1997 
--------------------------                                                      
John F. McCaughan    



/s/ Harvey J. Wilson          Director                              May 7, 1997 
--------------------------                                                      
Harvey J. Wilson  



                                                        S-3


<PAGE>


                        PHILADELPHIA SUBURBAN CORPORATION

                                INDEX TO EXHIBITS


    Exhibit Number      Document
    --------------      --------

          5.1           Opinion of Morgan, Lewis & Bockius LLP.
         23.1           Consent of KPMG Peat Marwick, LLP.
         99.1           Amendments to 1994 Equity Compensation Plan.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 9753}]
{"company-data": {"conformed-name": "PHILADELPHIA SUBURBAN CORP", "cik": "0000078128", "assigned-sic": "4941", "irs-number": "231702594", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-26613", "film-number": "97597307"}, "business-address": {"street1": "762 LANCASTER AVE", "city": "BRYN MAWR", "state": "PA", "zip": "19010", "phone": "2155278000"}, "mail-address": {"street1": "762 LANCASTER AVE", "city": "BRYN MAWR", "state": "PA", "zip": "19010"}}
As filed with the Securities and Exchange Commission on May 7, 1997

                                                      Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                        PHILADELPHIA SUBURBAN CORPORATION
               (Exact name of issuer as specified in its charter)

           Delaware                                     23-1702594
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation of organization)

                              762 Lancaster Avenue
                               Bryn Mawr, PA 19010
                                 (610) 527-8000
                    (Address of principal executive offices)

                          1994 EQUITY COMPENSATION PLAN
                            (Full title of the plan)

                                  ROY H. STAHL
                        PHILADELPHIA SUBURBAN CORPORATION
                    SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                              762 Lancaster Avenue
                               Bryn Mawr, PA 19010
                     (Name and address of agent for service)

                                 (610) 645-8000
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                               N. JEFFREY KLAUDER
                           Morgan, Lewis & Bockius LLP
                              2000 One Logan Square
                           Philadelphia, PA 19103-6993
                                 (215) 963-5694

                         CALCULATION OF REGISTRATION FEE
=================================================================================================================================
         Title of securities              Number of        Proposed maximum         Proposed maximum
                to be                   shares to be        offering price              aggregate                Amount of
             registered                registered (1)        per share (2)         offering price (2)       registration fee (1)(2)
Common Stock, $.50 par value........      1,425,000           $19.9375               $28,410,937               $5,156.25
=================================================================================================================================
(1)      This registration statement covers shares of Common Stock of
         Philadelphia Suburban Corporation, which may be offered or sold
         pursuant to the 1994 Equity Compensation Plan (the "Plan"). The
         contents of an earlier registration statement (Registration No.
         33-53689) covering 675,000 shares of Common Stock under the Plan are
         incorporated by reference in this Registration Statement. Pursuant to
         Rule 457(h)(2), no separate registration fee is required with respect
         to the interests in the plan. This registration statement also relates
         to an indeterminate number of shares of Common Stock that may be issued
         upon stock splits, stock dividends or similar transactions in
         accordance with Rule 416.

(2)      Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the
         purpose of calculating the registration fee, based upon the average of
         the reported high and low sales prices for a share of Common Stock on
         May 1, 1997, as reported on the New York Stock Exchange.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.  Exhibits.

         The following is a list of exhibits filed as part of this Registration
Statement.

Exhibit
Number                              Exhibit
------                              -------

  5.1     Opinion of Morgan, Lewis & Bockius LLP.
 23.1     Consent of KPMG Peat Marwick LLP.
 23.2     Consent of Morgan, Lewis & Bockius LLP (included within Exhibit 5.1).
 24.1     Powers of Attorney (included as part of the signature page of this
          Registration  Statement).
 99.1     1994 Equity Compensation Plan, as amended

                                       S-1
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Bryn Mawr, Pennsylvania on May 7, 1997.

                            PHILADELPHIA SUBURBAN CORPORATION

                            By: /s/ Nicholas DeBenedictis
                                -----------------------------------------------
                                Nicholas DeBenedictis
                                Director, Chairman and Chief
                                Executive Officer (principal executive officer)

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Nicholas DeBenedictis and Roy H. Stahl
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

      Signature                      Title                             Date
      ---------                      -----                             ----

/s/ Nicholas DeBenedictis     Director, Chairman and Chief          May 7, 1997 
--------------------------    Executive Officer (principal                      
Nicholas DeBenedictis         executive officer and a director)                 
                                                                                
                   
                                                             
/s/ Michael P. Graham         Senior Vice President -- Finance      May 7, 1997 
--------------------------    and Treasurer (principal financial                
Michael P. Graham             and accounting officer)                           
                   
                                                             
                                                                                
/s/ John H. Austin, Jr.       Director                              May 7, 1997 
--------------------------                                                      
John H. Austin, Jr.    
            
                                         
/s/ Mary C. Carroll           Director                              May 7, 1997 
--------------------------                                                      
Mary C. Carroll    
        
                                                    
/s/ G. Fred DiBona, Jr.       Director                              May 7, 1997 
--------------------------                                                      
G. Fred DiBona, Jr.   

                                                          
/s/ John W. Boyer, Jr.        Director                              May 7, 1997 
--------------------------    
John W. Boyer, Jr.

                                       S-2
Signature                      Title                             Date
      ---------                      -----                             ----

/s/ Richard H. Glanton        Director                              May 7, 1997 
--------------------------                                                      
Richard H. Glanton   

/s/ Joseph C. Ladd            Director                              May 7, 1997 
--------------------------                                                      
Joseph C. Ladd    

/s/ John F. McCaughan         Director                              May 7, 1997 
--------------------------                                                      
John F. McCaughan    

/s/ Harvey J. Wilson          Director                              May 7, 1997 
--------------------------                                                      
Harvey J. Wilson  

                                                        S-3
PHILADELPHIA SUBURBAN CORPORATION

                                INDEX TO EXHIBITS

    Exhibit Number      Document
    --------------      --------

          5.1           Opinion of Morgan, Lewis & Bockius LLP.
         23.1           Consent of KPMG Peat Marwick, LLP.
         99.1           Amendments to 1994 Equity Compensation Plan.