As filed with the Securities and Exchange Commission on June 12, 1997
                                                          Registration No. 333-
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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


                             THE YORK WATER COMPANY
             (Exact name of registrant as specified in its charter)
         Pennsylvania                                  23-1242500             
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
 incorporation or organization)

         130 East Market Street
           York, Pennsylvania                           17405
(Address of principal executive offices)             (Zip Code)

                             The York Water Company
                         Employees' Stock Purchase Plan
                            (Full title of the plan)

                                WILLIAM T. MORRIS
                                  President and
                             Chief Executive Officer
                             The York Water Company
                             130 East Market Street
                                 P.O. Box 15089
                          York, Pennsylvania 17405-7089
                     (Name and address of agent for service)

                                  717-845-3601
          (Telephone number, including area code, of agent for service)
                                 --------------
                         Copy of all communications to:
                             Howard L. Meyers, Esq.
                           Morgan, Lewis & Bockius LLP
                              2000 One Logan Square
                           Philadelphia, PA 19103-6993
                                 (215) 963-5000

<TABLE>
<CAPTION>
                                                   CALCULATION OF REGISTRATION FEE
===================================================================================================================================
                                                              Proposed maximum             Proposed maximum   
    Title of securities             Amount to be               offering price                  aggregate               Amount of
     to be registered                registered                 per share(1)                offering price         registration fee
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>                           <C>                            <C>                     <C>   
Common Stock, no par               50,000 shares                  $19.54                       $977,000                $296.06
value
===================================================================================================================================
</TABLE>

(1)  Estimated pursuant to Rule 457(h) solely for the purpose of calculating the
     registration fee, based upon 95% of the average of the highest bid and
     lowest asked price as quoted in the York, Pennsylvania, morning and evening
     newspapers on June 12, 1997. The price has been divided by four to reflect
     the Registrant's four-for-one stock split effective June 10, 1997, as the
     Registrant has been advised that the quotes in the York, Pennsylvania
     newspapers will not reflect such stock split until certificates are issued
     to shareholders to reflect the stock split. The Registrant currently
     intends to issue such certificates on June 23, 1997.


================================================================================


<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

         The following documents filed by The York Water Company (the
"Registrant") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") are
incorporated by reference in this Registration Statement:

                  (a) The Registrant's Annual Report on Form 10-K for the fiscal
         year ended December 31, 1996;

                  (b) The Registrant's Quarterly Report on Form 10-Q for the
         quarter ended March 31, 1997; and

                  (c) The description of the Registrant's Common Stock, no par
         value (the "Common Stock"), set forth in the Registrant's Current
         Report on Form 8-K filed with the Commission on June 12, 1997.

         All reports and other documents subsequently filed by the Registrant
with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 after the date of this registration statement,
and prior to the filing of a post-effective amendment to this registration
statement that indicates that all securities offered by this registration
statement have been sold or which deregisters all such securities then remaining
unsold, shall be deemed to be incorporated by reference into this registration
statement and to be part hereof from the date of filing of such documents. Each
document incorporated by reference into this registration statement shall be
deemed to be a part of this registration statement from the date of the filing
of such document with the Commission until the information contained therein is
superseded or updated by any subsequently filed document which is incorporated
by reference into this registration statement.

         Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof to the extent
that a statement contained herein (or in any other subsequently filed document
that is also incorporated by reference herein) modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part hereof.

         Experts. The financial statements and schedule of the Registrant of
December 31, 1996 and 1995, and for each of the years in the three-year period
ended December 31, 1996, have been incorporated by reference herein in reliance
upon the reports of KPMG Peat Marwick LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing. To the extent that KPMG Peat Marwick
LLP audits and reports on financial statements of the Registrant issued at
future dates, and consents to the use of their report thereon, such financial
statements also will be incorporated by reference in this registration statement
in reliance upon their report and said authority.



                                       -2-


<PAGE>



Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         The validity of the issuance of shares of Common Stock described herein
has been passed upon for the Company by Morgan, Lewis & Bockius LLP. Michael W.
Gang, a partner of Morgan, Lewis & Bockius LLP, is a member of the Registrant's
Board of Directors. As of June 1, 1997, Mr. Gang owned 1416 shares of Common
Stock (on a post-split basis).

Item 6.  Indemnification of Directors and Officers.

         Sections 1741 and 1742 of the Pennsylvania Business Corporation Law of
1988, as amended (the "BCL"), provide that a business corporation may indemnify
directors and officers against liabilities they may incur in such capacity if
the particular person acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of the corporation,
and, with respect to any criminal proceeding, had no reasonable cause to believe
his or her conduct was unlawful. In general, the power to indemnify under these
sections does not exist in the case of actions against a director or officer by
or in the right of the corporation if the person otherwise entitled to
indemnification shall have been adjudged to be liable to the corporation unless
it is judicially determined that, despite the adjudication of liability but in
view of all the circumstances of the case, the person is fairly and reasonably
entitled to indemnification for specified expenses. The corporation is required
under Section 1743 of the BCL to indemnify directors and officers against
expenses they may incur in defending such actions against them in such
capacities if they are successful on the merits or otherwise in defense of such
actions.

         Section 1713 of the BCL permits the shareholders to adopt a bylaw
provision relieving a director (but not an officer) of personal liability for
monetary damages except where (i) the director has breached the applicable
standard of care, and (ii) such conduct constitutes self-dealing, willful
misconduct or recklessness. The statute provides that a director may not be
relieved of liability for the payment of taxes pursuant to any federal, state or
local law or responsibility under a criminal statute. Article VII of the
Company's By-Laws limits the liability of any director of the Company to the
fullest extent permitted by Section 1713 of the BCL.

         Section 1746 of the BCL grants a corporation broad authority to
indemnify its directors, officers and other agents for liabilities and expenses
incurred in such capacity, except in circumstances where the act or failure to
act giving rise to the claim for indemnification is determined by a court to
have constituted willful misconduct or recklessness. Pursuant to Section 1746 of
the BCL, Article VIII of the Company's By-Laws provides for indemnification of
directors, officers and other agents of the Company to the extent otherwise
permitted by Section 1741 of the BCL and also in circumstances not otherwise
permitted by Sections 1741 and 1742 of the BCL.

         Article VIII of the Company's By-Laws provides a right to
indemnification for expenses and certain liabilities paid or incurred by any
indemnified representative of the Company, including directors and officers of
the Company, in connection with any actual or threatened claim, action, suit or
proceeding in which he or she may be involved by reason of being or having been,
among others, a director, officer, employee or agent of the Company, or at the
request of the Company, of another corporation, partnership, joint venture,
trust or other entity. In accordance with Section 1744 of the BCL, Article VIII
requires the Company to determine the availability of indemnification by certain
specified procedures, including by vote of directors not a party to the
proceeding in respect for which indemnification is sought or, in certain
circumstances, determination of independent counsel.

         Article VIII of the Company's By-Laws authorizes the Company to further
effect or secure its indemnification obligations by purchasing and maintaining
insurance. The Company has purchased officers' and directors' liability
insurance which covers certain liabilities incurred by its officers and
directors in connection with

                                       -3-


<PAGE>



the performance of their duties, subject to the limitations of such policy. This
insurance also insures the Company against amounts paid by the Company to
indemnify covered directors and officers.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The following exhibits are filed herewith or incorporated by reference
as part of this Registration Statement:


<TABLE>
<CAPTION>
Exhibit No.                        Description of Exhibits
-----------                        -----------------------
<S>     <C>   
   5.1  Opinion of Morgan, Lewis & Bockius LLP as to the legality of the shares being
        registered.
  23.1  Consent of KPMG Peat Marwick LLP.
  23.2  Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1).
  24.1  Power of Attorney (set forth on the signature page of this Registration Statement).
  99.1  The York Water Company Employees' Stock Purchase Plan.
</TABLE>

Item 9.  Undertakings.

         The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

                  (i) To include any prospectus required by Section 10(a)(3) of
         the Securities Act of 1933.

                  (ii) To reflect in the prospectus any facts or events arising
         after the effective date of this Registration Statement (or the most
         recent post-effective amendment to the Registration Statement) which,
         individually or in the aggregate, represent a fundamental change in the
         information set forth in the Registration Statement;

                  (iii) To include any material information with respect to the
         plan of distribution not previously disclosed in the Registration
         Statement or any material change to such information in the
         Registration Statement;

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities

                                       -4-


<PAGE>



offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling persons in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       -5-


<PAGE>



                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it 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 York, Pennsylvania, on this 10th day of June, 1997.

                               THE YORK WATER COMPANY

                               By: /s/ William T. Morris
                                   --------------------------
                                       William T. Morris
                                       President and Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that the Securities Act of 1933, each
person whose signature appears below makes, constitutes and appoints Irvin S.
Naylor and William T. Morris and each of them acting alone, his or her true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to execute and cause to be filed with the Securities and Exchange
Commission any and all amendments or post-effective amendments to this
Registration Statement, with exhibits thereto and other documents in connection
therewith as the Registrant deems appropriate and hereby ratifies and confirms
all that said attorney-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.


<TABLE>
<CAPTION>
Signature                                  Capacity                         Date
<S>                                 <C>                                 <C>

/s/ William T. Morris, P.E.         President and Chief Executive      June 10, 1997
--------------------------          Officer (Principal Executive and   
William T. Morris, P.E.             Financial Officer)                 
                                         

/s/ Jeffrey S. Osman                Vice President - Finance,          June 10, 1997
--------------------------          Secretary and Treasurer         
Jeffrey S. Osman                    (Principal Accounting Officer)  
                                    

/s/ Irvin S. Naylor                 Chairman of the Board and          June 10, 1997
--------------------------          Director                   
Irvin S. Naylor                     

                                    Director
--------------------------
Chloe Eichelberger


/s/ John L. Finlayson               Director                           June 10, 1997
--------------------------
John L. Finlayson

                                    Director
--------------------------
Michael W. Gang





                                       -6-


<PAGE>


/s/ George H. Kain, III             Director                           June 10, 1997  
--------------------------
George H. Kain, III


/s/ Horace Keesey III               Vice Chairman of the Board and     June 10, 1997
--------------------------          Director                       
Horace Keesey III                   


/s/ Frank Motter                    Director                           June 10, 1997
--------------------------
Frank Motter


/s/ Paul W. Ware                    Director                           June 10, 1997
--------------------------
Paul W. Ware
</TABLE>












                                       -7-


<PAGE>



                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit No.                                Description of Exhibits
-----------                                -----------------------
<S>                 <C>  

    5.1             Opinion of Morgan, Lewis & Bockius LLP as to the legality of the shares being
                    registered.
   23.1             Consent of KPMG Peat Marwick LLP
   23.2             Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1).
   24.1             Power of Attorney (set forth on the signature page of this Registration Statement).
   99.1             The York Water Company Employees' Stock Purchase Plan.
</TABLE>






<PAGE>
[{"type": "S-8", "sequence": "1", "description": "INITIAL STATEMENT", "secsgml_size_bytes": 20447}]
{"company-data": {"conformed-name": "YORK WATER CO", "cik": "0000108985", "assigned-sic": "4941", "irs-number": "231242500", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-29021", "film-number": "97622876"}, "business-address": {"street1": "130 E MARKET ST", "city": "YORK", "state": "PA", "zip": "17405", "phone": "7178453601"}, "mail-address": {"street1": "PO BOX 15089"}}
As filed with the Securities and Exchange Commission on June 12, 1997
                                                          Registration No. 333-
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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

                             THE YORK WATER COMPANY
             (Exact name of registrant as specified in its charter)
         Pennsylvania                                  23-1242500             
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
 incorporation or organization)

         130 East Market Street
           York, Pennsylvania                           17405
(Address of principal executive offices)             (Zip Code)

                             The York Water Company
                         Employees' Stock Purchase Plan
                            (Full title of the plan)

                                WILLIAM T. MORRIS
                                  President and
                             Chief Executive Officer
                             The York Water Company
                             130 East Market Street
                                 P.O. Box 15089
                          York, Pennsylvania 17405-7089
                     (Name and address of agent for service)

                                  717-845-3601
          (Telephone number, including area code, of agent for service)
                                 --------------
                         Copy of all communications to:
                             Howard L. Meyers, Esq.
                           Morgan, Lewis & Bockius LLP
                              2000 One Logan Square
                           Philadelphia, PA 19103-6993
                                 (215) 963-5000
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
                                                              Proposed maximum             Proposed maximum   
    Title of securities             Amount to be               offering price                  aggregate               Amount of
     to be registered                registered                 per share(1)                offering price         registration fee
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock, no par               50,000 shares                  $19.54                       $977,000                $296.06
value
===================================================================================================================================
(1)  Estimated pursuant to Rule 457(h) solely for the purpose of calculating the
     registration fee, based upon 95% of the average of the highest bid and
     lowest asked price as quoted in the York, Pennsylvania, morning and evening
     newspapers on June 12, 1997. The price has been divided by four to reflect
     the Registrant's four-for-one stock split effective June 10, 1997, as the
     Registrant has been advised that the quotes in the York, Pennsylvania
     newspapers will not reflect such stock split until certificates are issued
     to shareholders to reflect the stock split. The Registrant currently
     intends to issue such certificates on June 23, 1997.

================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by The York Water Company (the
"Registrant") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") are
incorporated by reference in this Registration Statement:

                  (a) The Registrant's Annual Report on Form 10-K for the fiscal
         year ended December 31, 1996;

                  (b) The Registrant's Quarterly Report on Form 10-Q for the
         quarter ended March 31, 1997; and

                  (c) The description of the Registrant's Common Stock, no par
         value (the "Common Stock"), set forth in the Registrant's Current
         Report on Form 8-K filed with the Commission on June 12, 1997.

         All reports and other documents subsequently filed by the Registrant
with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 after the date of this registration statement,
and prior to the filing of a post-effective amendment to this registration
statement that indicates that all securities offered by this registration
statement have been sold or which deregisters all such securities then remaining
unsold, shall be deemed to be incorporated by reference into this registration
statement and to be part hereof from the date of filing of such documents. Each
document incorporated by reference into this registration statement shall be
deemed to be a part of this registration statement from the date of the filing
of such document with the Commission until the information contained therein is
superseded or updated by any subsequently filed document which is incorporated
by reference into this registration statement.

         Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof to the extent
that a statement contained herein (or in any other subsequently filed document
that is also incorporated by reference herein) modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part hereof.

         Experts. The financial statements and schedule of the Registrant of
December 31, 1996 and 1995, and for each of the years in the three-year period
ended December 31, 1996, have been incorporated by reference herein in reliance
upon the reports of KPMG Peat Marwick LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing. To the extent that KPMG Peat Marwick
LLP audits and reports on financial statements of the Registrant issued at
future dates, and consents to the use of their report thereon, such financial
statements also will be incorporated by reference in this registration statement
in reliance upon their report and said authority.

                                       -2-
Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         The validity of the issuance of shares of Common Stock described herein
has been passed upon for the Company by Morgan, Lewis & Bockius LLP. Michael W.
Gang, a partner of Morgan, Lewis & Bockius LLP, is a member of the Registrant's
Board of Directors. As of June 1, 1997, Mr. Gang owned 1416 shares of Common
Stock (on a post-split basis).

Item 6.  Indemnification of Directors and Officers.

         Sections 1741 and 1742 of the Pennsylvania Business Corporation Law of
1988, as amended (the "BCL"), provide that a business corporation may indemnify
directors and officers against liabilities they may incur in such capacity if
the particular person acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of the corporation,
and, with respect to any criminal proceeding, had no reasonable cause to believe
his or her conduct was unlawful. In general, the power to indemnify under these
sections does not exist in the case of actions against a director or officer by
or in the right of the corporation if the person otherwise entitled to
indemnification shall have been adjudged to be liable to the corporation unless
it is judicially determined that, despite the adjudication of liability but in
view of all the circumstances of the case, the person is fairly and reasonably
entitled to indemnification for specified expenses. The corporation is required
under Section 1743 of the BCL to indemnify directors and officers against
expenses they may incur in defending such actions against them in such
capacities if they are successful on the merits or otherwise in defense of such
actions.

         Section 1713 of the BCL permits the shareholders to adopt a bylaw
provision relieving a director (but not an officer) of personal liability for
monetary damages except where (i) the director has breached the applicable
standard of care, and (ii) such conduct constitutes self-dealing, willful
misconduct or recklessness. The statute provides that a director may not be
relieved of liability for the payment of taxes pursuant to any federal, state or
local law or responsibility under a criminal statute. Article VII of the
Company's By-Laws limits the liability of any director of the Company to the
fullest extent permitted by Section 1713 of the BCL.

         Section 1746 of the BCL grants a corporation broad authority to
indemnify its directors, officers and other agents for liabilities and expenses
incurred in such capacity, except in circumstances where the act or failure to
act giving rise to the claim for indemnification is determined by a court to
have constituted willful misconduct or recklessness. Pursuant to Section 1746 of
the BCL, Article VIII of the Company's By-Laws provides for indemnification of
directors, officers and other agents of the Company to the extent otherwise
permitted by Section 1741 of the BCL and also in circumstances not otherwise
permitted by Sections 1741 and 1742 of the BCL.

         Article VIII of the Company's By-Laws provides a right to
indemnification for expenses and certain liabilities paid or incurred by any
indemnified representative of the Company, including directors and officers of
the Company, in connection with any actual or threatened claim, action, suit or
proceeding in which he or she may be involved by reason of being or having been,
among others, a director, officer, employee or agent of the Company, or at the
request of the Company, of another corporation, partnership, joint venture,
trust or other entity. In accordance with Section 1744 of the BCL, Article VIII
requires the Company to determine the availability of indemnification by certain
specified procedures, including by vote of directors not a party to the
proceeding in respect for which indemnification is sought or, in certain
circumstances, determination of independent counsel.

         Article VIII of the Company's By-Laws authorizes the Company to further
effect or secure its indemnification obligations by purchasing and maintaining
insurance. The Company has purchased officers' and directors' liability
insurance which covers certain liabilities incurred by its officers and
directors in connection with

                                       -3-
the performance of their duties, subject to the limitations of such policy. This
insurance also insures the Company against amounts paid by the Company to
indemnify covered directors and officers.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The following exhibits are filed herewith or incorporated by reference
as part of this Registration Statement:
Exhibit No.                        Description of Exhibits
-----------                        -----------------------
5.1  Opinion of Morgan, Lewis & Bockius LLP as to the legality of the shares being
        registered.
  23.1  Consent of KPMG Peat Marwick LLP.
  23.2  Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1).
  24.1  Power of Attorney (set forth on the signature page of this Registration Statement).
  99.1  The York Water Company Employees' Stock Purchase Plan.
Item 9.  Undertakings.

         The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

                  (i) To include any prospectus required by Section 10(a)(3) of
         the Securities Act of 1933.

                  (ii) To reflect in the prospectus any facts or events arising
         after the effective date of this Registration Statement (or the most
         recent post-effective amendment to the Registration Statement) which,
         individually or in the aggregate, represent a fundamental change in the
         information set forth in the Registration Statement;

                  (iii) To include any material information with respect to the
         plan of distribution not previously disclosed in the Registration
         Statement or any material change to such information in the
         Registration Statement;

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities

                                       -4-
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling persons in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       -5-
SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it 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 York, Pennsylvania, on this 10th day of June, 1997.

                               THE YORK WATER COMPANY

                               By: /s/ William T. Morris
                                   --------------------------
                                       William T. Morris
                                       President and Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that the Securities Act of 1933, each
person whose signature appears below makes, constitutes and appoints Irvin S.
Naylor and William T. Morris and each of them acting alone, his or her true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to execute and cause to be filed with the Securities and Exchange
Commission any and all amendments or post-effective amendments to this
Registration Statement, with exhibits thereto and other documents in connection
therewith as the Registrant deems appropriate and hereby ratifies and confirms
all that said attorney-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                                  Capacity                         Date
/s/ William T. Morris, P.E.         President and Chief Executive      June 10, 1997
--------------------------          Officer (Principal Executive and   
William T. Morris, P.E.             Financial Officer)                 
                                         

/s/ Jeffrey S. Osman                Vice President - Finance,          June 10, 1997
--------------------------          Secretary and Treasurer         
Jeffrey S. Osman                    (Principal Accounting Officer)  
                                    

/s/ Irvin S. Naylor                 Chairman of the Board and          June 10, 1997
--------------------------          Director                   
Irvin S. Naylor                     

                                    Director
--------------------------
Chloe Eichelberger

/s/ John L. Finlayson               Director                           June 10, 1997
--------------------------
John L. Finlayson

                                    Director
--------------------------
Michael W. Gang

                                       -6-
/s/ George H. Kain, III             Director                           June 10, 1997  
--------------------------
George H. Kain, III

/s/ Horace Keesey III               Vice Chairman of the Board and     June 10, 1997
--------------------------          Director                       
Horace Keesey III                   

/s/ Frank Motter                    Director                           June 10, 1997
--------------------------
Frank Motter

/s/ Paul W. Ware                    Director                           June 10, 1997
--------------------------
Paul W. Ware
-7-
EXHIBIT INDEX
Exhibit No.                                Description of Exhibits
-----------                                -----------------------
5.1             Opinion of Morgan, Lewis & Bockius LLP as to the legality of the shares being
                    registered.
   23.1             Consent of KPMG Peat Marwick LLP
   23.2             Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1).
   24.1             Power of Attorney (set forth on the signature page of this Registration Statement).
   99.1             The York Water Company Employees' Stock Purchase Plan.