As filed with the Securities and Exchange Commission on June 18, 1999

                                                      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)

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

                             762 W. Lancaster Avenue
                               Bryn Mawr, PA 19010
                    (Address of principal executive offices)

                     EMPLOYEES 401(k) SAVINGS PLAN AND TRUST
                            (Full title of the plan)

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

                                 (610) 527-8000
          (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 (3)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                  <C>                    <C>                        <C>
Common Stock, $.50 par value........     1,026,000           $  22.3125                     $22,892,625           $ 6,364.15
====================================================================================================================================
</TABLE>

(1)  This registration statement covers shares of Common Stock of Philadelphia
     Suburban Corporation, which may be offered or sold pursuant to the
     Employees 401(k) Savings Plan and Trust (the "Plan"). 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 ($22.75) and low ($21.875) sales prices for a share of
     Common Stock on June 16, 1999, as reported on the New York Stock Exchange.

(3)  Calculated pursuant to Section 6(b) as follows: proposed maximum offering
     price multiplied by .000278.


<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents, as filed by the Registrant with the Securities and
Exchange Commission (the "Commission"), are incorporated by reference in this
Registration Statement:

     (a) Annual Report on Form 10-K, filed with the Commission on March 30,
1999, for the fiscal year ended December 31, 1998;

     (b) Quarterly Report on Form 10-Q, filed with the Commission on May 17,
1999 for the fiscal quarter ended March 31, 1999;

     (c) Current Report on Form 8-K, filed with the Commission on March 12,
1999;

     (d) Current Report on Form 8-K/A, filed with the Commission on May 5, 1999;

     (e) Current Report on Form 8-K/A, filed with the Commission on May 11,
1999;

     (f) Current Report on Form 8-K, filed with the Commission on May 24, 1999

     (g) Current Report on Form 8-K, filed with the Commission on June 2, 1999;
and

     (h) The description of the Common Stock of the Registrant set forth in the
Registration Statement on Form 8-A filed with the Commission on September 22,
1995.

     All reports and other documents filed by the Registrant and the Plan
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 that indicates that all securities offered hereby
have been sold or that deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be part hereof from the
date of filing of such documents.

     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.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

Item 6. Indemnification of Directors and Officers.

     Sections 1741 and 1742 of the Pennsylvania Business Corporation Law of
1988, as amended (the "PBCL"), provide that a business corporation may indemnify
directors and officers against liabilities they may incur as such provided that
the particular person acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the

                                      II-1

<PAGE>



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 to indemnify directors and officers
against expenses they may incur in defending actions against them in such
capacities if they are successful on the merits or otherwise in the defense of
such actions.

     Section 1713 of the PBCL 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. Section 4.01 of PSC's
Bylaws limits the liability of any director of PSC to the fullest extent
permitted by Section 1713 of the PBCL.

     Section 1746 of the PBCL 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. Article VII of PSC's Bylaws
provides indemnification of directors, officers and other agents of PSC to the
extent not otherwise permitted by Section 1741 of the PBCL and pursuant to the
authority of Section 1746 of the PBCL.

     Article VII of the Bylaws provides, except as expressly prohibited by law,
an unconditional right to indemnification for expenses and any liability paid or
incurred by any director or officer of PSC, or any other person designated by
the Board of Directors as an indemnified representative, in connection with any
actual or threatened claim, action, suit or proceeding (including derivative
suits) in which he or she may be involved by reason of being or having been a
director, officer, employee or agent of PSC or, at the request of PSC, of
another corporation, partnership, joint venture, trust, employee benefit plan or
other entity. The Bylaws specifically authorize indemnification against both
judgments and amounts paid in settlement of derivation suits, unlike Section
1742 of the PBCL which authorized indemnification only of expenses incurred in
defending a derivative action. Article VII of the Bylaws also allows
indemnification for punitive damages and liabilities incurred under the federal
securities laws.

     Unlike the provisions of the PBCL Sections 1741 and 1742, Article VII does
not require PSC to determine the availability of indemnification by the
procedures or the standard of conduct specified in Sections 1741 and 1742 of the
PBCL. A person who has incurred an indemnifiable expense or liability has a
right to be indemnified independent of any procedures or determinations that
would otherwise be required, and that right is enforceable against PSC as long
as indemnification is not prohibited by law. To the extent indemnification is
permitted only for a portion of a liability, the Bylaw provisions require PSC to
indemnify such portion. If the indemnification provided for in Article VII is
unavailable for any reason in respect of any liability or portion thereof, the
Bylaws require PSC to make a contribution toward the liability. Indemnification
rights under the Bylaws do not depend upon the approval of any future Board of
Directors.

     Section 7.04 of PSC's Bylaws also authorizes PSC to further effect or
secure its indemnification obligations by entering into indemnification
agreements, maintaining insurance, creating a trust fund, granting a security
interest in the assets or property, establishing a letter of credit, or using
any other means that may be available from time to time.

     The Company maintains, on behalf of its directors and officers, insurance
protection against certain liabilities arising out of the discharge of their
duties, as well as insurance covering PSC for indemnification payments made to
its directors and officers for certain liabilities. The premiums for such
insurance are paid by PSC.


Item 7.  Exemption from Registration Claimed.


                                      II-2

<PAGE>



     Not applicable.

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.
   5.2             Conformed copy of determination letter from Internal Revenue
                   Service as to qualification of the Consumers Water Company
                   401(k) Plan and Trust, dated May 3, 1995, incorporated by
                   reference to Exhibit 5.2 to Consumers Water Company
                   Registration Statement on Form S-8 filed with the Securities
                   and Exchange Commission on January 15, 1997.
  23.1             Consent of KPMG LLP.
  23.2             Consent of Arthur Andersen LLP.
  23.3             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             Employees 401(k) Savings Plan and Trust


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 the registration statement (or the most recent
     post-effective amendment thereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in the
     registration statement; and

          (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 subparagraphs (1)(i) and (1)(ii) of this section do
not apply if the information required to be included in a post-effective
amendment by those subparagraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in this 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 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 that remain unsold at the termination of the
offering.

     The undersigned Registrant hereby undertakes that, for the purpose 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
Securities Exchange Act of 1934 (and each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in this registration statement shall be deemed


                                      II-3
<PAGE>



to be a new registration statement relating to the securities offered herein 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 person 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.



                                      II-4

<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 20, 1999.

                                   PHILADELPHIA SUBURBAN CORPORATION



                                   By: /s/ Nicholas DeBenedictis
                                       -----------------------------------
                                       Nicholas DeBenedictis
                                       Chairman of the Board and President

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Roy H. Stahl and David P. Smeltzer 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.

<TABLE>
<CAPTION>

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

/s/ Nicholas DeBenedictis                       Chairman and President                       May 20, 1999
-------------------------------                 (Principal Executive Officer)
Nicholas DeBenedictis

/s/ David P. Smeltzer                           Vice President - Finance and                 May 20, 1999
-------------------------------                 Chief Financial Officer
David P. Smeltzer                               (Principal Financial
                                                and Accounting Officer)


-------------------------------                 Director                                     May 20, 1999
Michel Avenas


/s/ G. Fred DiBona, Jr.                         Director                                     May 20, 1999
--------------------------------
G. Fred DiBona, Jr.


/s/ Mary C. Carroll                             Director                                     May 20, 1999
-----------------------------------
Mary C. Carroll


/s/ Alan R. Hirsig                              Director                                     May 20, 1999
-------------------------------------
Alan R. Hirsig



<PAGE>


<CAPTION>

<S>                                            <C>                                           <C>
/s/ Richard H. Glanton, Esq.                   Director                                      May 20, 1999
---------------------------------------
Richard H. Glanton, Esq.


/s/ John F. McCaughan                           Director                                     May 20, 1999
---------------------------------------
John F. McCaughan

/s/ John Menario                                Director                                     May 20, 1999
---------------------------------------
John Menario

/s/ John E. Palmer                              Director                                     May 20, 1999
---------------------------------------
John E. Palmer


/s/ Richard L. Smoot                            Director                                     May 20, 1999
---------------------------------------
Richard L. Smoot


/s/ Harvey J. Wilson                            Director                                     May 20, 1999
---------------------------------------
Harvey J. Wilson


---------------------------------------         Director                                     May 20, 1999
Robert O. Viets

</TABLE>





<PAGE>


                        PHILADELPHIA SUBURBAN CORPORATION

                                INDEX TO EXHIBITS


    Exhibit Number      Document
    --------------      --------
          5.1           Opinion of Morgan, Lewis & Bockius LLP.
          5.2           Conformed copy of determination letter from Internal
                        Revenue Service as to qualification of the Consumers
                        Water Company 401(k) Plan and Trust, dated May 3, 1995,
                        incorporated by reference to Exhibit 5.2 to Consumers
                        Water Company Registration Statement on Form S-8 filed
                        with the Securities and Exchange Commission on January
                        15, 1997.
         23.1           Consent of KPMG LLP.
         23.2           Consent of Arthur Andersen LLP.
         99.1           Employees 401(k) Savings Plan and Trust.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 21588}]
{"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": "333-81085", "film-number": "99648973"}, "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 June 18, 1999

                                                      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)

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

                             762 W. Lancaster Avenue
                               Bryn Mawr, PA 19010
                    (Address of principal executive offices)

                     EMPLOYEES 401(k) SAVINGS PLAN AND TRUST
                            (Full title of the plan)

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

                                 (610) 527-8000
          (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 (3)
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.50 par value........     1,026,000           $  22.3125                     $22,892,625           $ 6,364.15
====================================================================================================================================
(1)  This registration statement covers shares of Common Stock of Philadelphia
     Suburban Corporation, which may be offered or sold pursuant to the
     Employees 401(k) Savings Plan and Trust (the "Plan"). 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 ($22.75) and low ($21.875) sales prices for a share of
     Common Stock on June 16, 1999, as reported on the New York Stock Exchange.

(3)  Calculated pursuant to Section 6(b) as follows: proposed maximum offering
     price multiplied by .000278.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents, as filed by the Registrant with the Securities and
Exchange Commission (the "Commission"), are incorporated by reference in this
Registration Statement:

     (a) Annual Report on Form 10-K, filed with the Commission on March 30,
1999, for the fiscal year ended December 31, 1998;

     (b) Quarterly Report on Form 10-Q, filed with the Commission on May 17,
1999 for the fiscal quarter ended March 31, 1999;

     (c) Current Report on Form 8-K, filed with the Commission on March 12,
1999;

     (d) Current Report on Form 8-K/A, filed with the Commission on May 5, 1999;

     (e) Current Report on Form 8-K/A, filed with the Commission on May 11,
1999;

     (f) Current Report on Form 8-K, filed with the Commission on May 24, 1999

     (g) Current Report on Form 8-K, filed with the Commission on June 2, 1999;
and

     (h) The description of the Common Stock of the Registrant set forth in the
Registration Statement on Form 8-A filed with the Commission on September 22,
1995.

     All reports and other documents filed by the Registrant and the Plan
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 that indicates that all securities offered hereby
have been sold or that deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be part hereof from the
date of filing of such documents.

     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.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

Item 6. Indemnification of Directors and Officers.

     Sections 1741 and 1742 of the Pennsylvania Business Corporation Law of
1988, as amended (the "PBCL"), provide that a business corporation may indemnify
directors and officers against liabilities they may incur as such provided that
the particular person acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the

                                      II-1
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 to indemnify directors and officers
against expenses they may incur in defending actions against them in such
capacities if they are successful on the merits or otherwise in the defense of
such actions.

     Section 1713 of the PBCL 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. Section 4.01 of PSC's
Bylaws limits the liability of any director of PSC to the fullest extent
permitted by Section 1713 of the PBCL.

     Section 1746 of the PBCL 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. Article VII of PSC's Bylaws
provides indemnification of directors, officers and other agents of PSC to the
extent not otherwise permitted by Section 1741 of the PBCL and pursuant to the
authority of Section 1746 of the PBCL.

     Article VII of the Bylaws provides, except as expressly prohibited by law,
an unconditional right to indemnification for expenses and any liability paid or
incurred by any director or officer of PSC, or any other person designated by
the Board of Directors as an indemnified representative, in connection with any
actual or threatened claim, action, suit or proceeding (including derivative
suits) in which he or she may be involved by reason of being or having been a
director, officer, employee or agent of PSC or, at the request of PSC, of
another corporation, partnership, joint venture, trust, employee benefit plan or
other entity. The Bylaws specifically authorize indemnification against both
judgments and amounts paid in settlement of derivation suits, unlike Section
1742 of the PBCL which authorized indemnification only of expenses incurred in
defending a derivative action. Article VII of the Bylaws also allows
indemnification for punitive damages and liabilities incurred under the federal
securities laws.

     Unlike the provisions of the PBCL Sections 1741 and 1742, Article VII does
not require PSC to determine the availability of indemnification by the
procedures or the standard of conduct specified in Sections 1741 and 1742 of the
PBCL. A person who has incurred an indemnifiable expense or liability has a
right to be indemnified independent of any procedures or determinations that
would otherwise be required, and that right is enforceable against PSC as long
as indemnification is not prohibited by law. To the extent indemnification is
permitted only for a portion of a liability, the Bylaw provisions require PSC to
indemnify such portion. If the indemnification provided for in Article VII is
unavailable for any reason in respect of any liability or portion thereof, the
Bylaws require PSC to make a contribution toward the liability. Indemnification
rights under the Bylaws do not depend upon the approval of any future Board of
Directors.

     Section 7.04 of PSC's Bylaws also authorizes PSC to further effect or
secure its indemnification obligations by entering into indemnification
agreements, maintaining insurance, creating a trust fund, granting a security
interest in the assets or property, establishing a letter of credit, or using
any other means that may be available from time to time.

     The Company maintains, on behalf of its directors and officers, insurance
protection against certain liabilities arising out of the discharge of their
duties, as well as insurance covering PSC for indemnification payments made to
its directors and officers for certain liabilities. The premiums for such
insurance are paid by PSC.

Item 7.  Exemption from Registration Claimed.

                                      II-2
Not applicable.

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.
   5.2             Conformed copy of determination letter from Internal Revenue
                   Service as to qualification of the Consumers Water Company
                   401(k) Plan and Trust, dated May 3, 1995, incorporated by
                   reference to Exhibit 5.2 to Consumers Water Company
                   Registration Statement on Form S-8 filed with the Securities
                   and Exchange Commission on January 15, 1997.
  23.1             Consent of KPMG LLP.
  23.2             Consent of Arthur Andersen LLP.
  23.3             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             Employees 401(k) Savings Plan and Trust

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 the registration statement (or the most recent
     post-effective amendment thereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in the
     registration statement; and

          (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 subparagraphs (1)(i) and (1)(ii) of this section do
not apply if the information required to be included in a post-effective
amendment by those subparagraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in this 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 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 that remain unsold at the termination of the
offering.

     The undersigned Registrant hereby undertakes that, for the purpose 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
Securities Exchange Act of 1934 (and each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in this registration statement shall be deemed

                                      II-3
to be a new registration statement relating to the securities offered herein 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 person 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.

                                      II-4
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 20, 1999.

                                   PHILADELPHIA SUBURBAN CORPORATION

                                   By: /s/ Nicholas DeBenedictis
                                       -----------------------------------
                                       Nicholas DeBenedictis
                                       Chairman of the Board and President

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Roy H. Stahl and David P. Smeltzer 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                       Chairman and President                       May 20, 1999
-------------------------------                 (Principal Executive Officer)
Nicholas DeBenedictis

/s/ David P. Smeltzer                           Vice President - Finance and                 May 20, 1999
-------------------------------                 Chief Financial Officer
David P. Smeltzer                               (Principal Financial
                                                and Accounting Officer)

-------------------------------                 Director                                     May 20, 1999
Michel Avenas

/s/ G. Fred DiBona, Jr.                         Director                                     May 20, 1999
--------------------------------
G. Fred DiBona, Jr.

/s/ Mary C. Carroll                             Director                                     May 20, 1999
-----------------------------------
Mary C. Carroll

/s/ Alan R. Hirsig                              Director                                     May 20, 1999
-------------------------------------
Alan R. Hirsig
/s/ Richard H. Glanton, Esq.                   Director                                      May 20, 1999
---------------------------------------
Richard H. Glanton, Esq.

/s/ John F. McCaughan                           Director                                     May 20, 1999
---------------------------------------
John F. McCaughan

/s/ John Menario                                Director                                     May 20, 1999
---------------------------------------
John Menario

/s/ John E. Palmer                              Director                                     May 20, 1999
---------------------------------------
John E. Palmer

/s/ Richard L. Smoot                            Director                                     May 20, 1999
---------------------------------------
Richard L. Smoot

/s/ Harvey J. Wilson                            Director                                     May 20, 1999
---------------------------------------
Harvey J. Wilson

---------------------------------------         Director                                     May 20, 1999
Robert O. Viets
PHILADELPHIA SUBURBAN CORPORATION

                                INDEX TO EXHIBITS

    Exhibit Number      Document
    --------------      --------
          5.1           Opinion of Morgan, Lewis & Bockius LLP.
          5.2           Conformed copy of determination letter from Internal
                        Revenue Service as to qualification of the Consumers
                        Water Company 401(k) Plan and Trust, dated May 3, 1995,
                        incorporated by reference to Exhibit 5.2 to Consumers
                        Water Company Registration Statement on Form S-8 filed
                        with the Securities and Exchange Commission on January
                        15, 1997.
         23.1           Consent of KPMG LLP.
         23.2           Consent of Arthur Andersen LLP.
         99.1           Employees 401(k) Savings Plan and Trust.