Registration No. 333-
===========================================================================

                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549
                         ----------------------
                                FORM S-8
                         REGISTRATION STATEMENT
                                  UNDER
                       THE SECURITIES ACT OF 1933
                         ----------------------

                   AMERICAN WATER WORKS COMPANY, INC.
         (Exact Name of Registrant as Specified in Its Charter)

           Delaware                             51-0063696
  (State or Other Jurisdiction               (I.R.S. Employer
of Incorporation or Organization)          Identification Number)
                          
                           1025 Laurel Oak Road
                        Voorhees, New Jersey  08043
                 (Address of Principal Executive Offices)

            SAVINGS PLAN FOR EMPLOYEES OF AMERICAN WATER WORKS
              COMPANY, INC. AND ITS DESIGNATED SUBSIDIARIES
                        (Full Title of the Plan)

         W. Timothy Pohl, Esquire, General Counsel and Secretary
                    American Water Works Company, Inc.
                          1025 Laurel Oak Road
                       Voorhees, New Jersey 08043
                 (Name and Address of Agent For Service)
                             (609) 346-8200
    (Telephone Number, Including Area Code, of Agent For Service)

                                Copy to:
                         Dechert Price & Rhoads
                        4000 Bell Atlantic Tower
                            1717 Arch Street
                    Philadelphia, Pennsylvania  19103
                   Attention:  George W. Patrick, Esq.
                             (215) 994-2631

<TABLE>
<CAPTION>
                     CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------
                                             Proposed    Proposed
Title Of                                     Maximum     Maximum
Securities                  Amount           Offering    Aggregate     Amount Of
To Be                       To Be            Price Per   Offering      Registration
Registered                  Registered       Share(2)    Price(2)      Fee
------------------------------------------------------------------------------------
<S>                         <C>              <C>         <C>           <C>
Common Stock, par 
  value $1.25 per share     900,000 shares   $29.22      $26,298,000   $7,757.91

Interests in the Plan(1)    ----             ----        ----          ----
------------------------------------------------------------------------------------
</TABLE>

(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
     this Registration Statement also covers an indeterminate amount of
     interests to be offered or sold pursuant to the employee benefit plan
     described herein.

(2)  Estimated solely for purposes of determining the registration fee in
     accordance with Rule 457(h) under the Securities Act of 1933 on the
     basis of $29.22 per share, the average of the high and low prices
     of the Company's Common Stock as reported on the New York Stock
     Exchange on May 7, 1998.

                        EXHIBIT INDEX IS ON PAGE II-7
===========================================================================
<PAGE>

                                 PART I
            INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

Item 1. Plan Information. 

        Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
the Introductory Note to Part I of Form S-8. 

Item 2. Registrant Information and Employee Plan Annual Information. 

        Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
the Introductory Note to Part I of Form S-8. 

                                    I-1
<PAGE>
                                 PART II
           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

        The following documents filed or to be filed by the American Water
Works Company, Inc. ("the Company") with the Securities and Exchange
Commission (the "Commission") are incorporated by reference in this
Registration Statement as of their respective dates: 

             1.  Annual Report on Form 10-K filed with the Commission
        pursuant to the Securities Exchange Act of 1934, as amended (the
        "Exchange Act"), for the Company's fiscal year ended December 31,
        1997.

             2.  Annual Report of the plan on Form 11-K filed with the
        Commission pursuant to the Securities Exchange Act of 1934, as
        amended (the "Exchange Act"), for the Plan's fiscal year ended
        December 31, 1996.

             3.  The description of Common Stock of the Registrant
        contained in the Registrant's Registration Statement No. 333-02279
        on Form S-3.

        All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing with the Commission of a post-effective amendment to this
Registration Statement that indicates that all securities offered have been
sold or effects the deregistration of the balance of such securities then 

                                   II-1
<PAGE>
remaining unsold shall be deemed to be incorporated herein by reference and
to be part hereof from the date of filing of such documents.

Item 4. Description of Securities.

        Not applicable.

Item 5. Interests of Named Experts and Counsel.

        Not applicable.

Item 6. Indemnification of Directors and Officers.

        As authorized by Section 145 of the Delaware General Corporation
Law, Section 8 of Article II of the Company's By-laws provides that the
Company shall indemnify any person who is a party to any suit or
proceeding, whether civil, criminal or administrative, because such person
is or was a director, officer or employee of the Company or is or was
serving at the request of the Company as a director, officer or employee of
another corporation or enterprise, including an employee benefit plan,
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by such person in
connection with such suit or proceeding to the extent that such person is
not otherwise indemnified and such indemnification is not prohibited by
applicable law; and the Board of Directors of the Company may, and on
request of any such person is required to, determine in each case whether
or not the standards in any applicable statute have been met, or such
determination may be made by independent legal counsel if the Board so
directs or if the Board is not empowered by statute to make such
determination.

Item 7. Exemption From Registration Claimed.

        Not applicable.

Item 8. Exhibits.

        See the Exhibit Index on page II-7.

                                   II-2
<PAGE>
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, as amended (the "Securities Act");

             (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 thereof) which, individually
        or in the aggregate, represent a fundamental change in the
        information set forth in this Registration Statement.
        Notwithstanding the foregoing, any increase or decrease in volume
        of securities offered (if the total dollar value of securities
        offered would not exceed that which was registered) and any
        deviation from the low or high end of the estimated maximum
        offering range may be reflected in the form of prospectus filed
        with the Commission pursuant to Rule 424(b) promulgated under the
        Securities Act if, in the aggregate, the changes in volume and
        price represent no more than a 20% change in the maximum aggregate
        offering price set forth in the "Calculation of Registration Fee"
        table in this Registration Statement;

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

provided, however, that paragraphs (i) and (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 Company pursuant
to Section 13 or 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.

        (2)  that, for the purpose of determining any liability under the
Securities Act, 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 which remain unsold at the
termination of the offering.

                                   II-3
<PAGE>
        (4)  that, for purposes of determining any liability under the
Securities Act, each filing of the Company's annual report pursuant to
Section 13(a) or 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 may be permitted to directors, officers and controlling
persons of the Company, the Company has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed
in the Securities Act and is therefore unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of an action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Company
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 Securities Act and will be governed by the final
adjudication of such issue.

                                   II-4
<PAGE>
                               SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act,
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 the City of Voorhees, State of New Jersey, on
this 7th day of May, 1998.

                                    AMERICAN WATER WORKS COMPANY, INC.


                                    By:          J. James Barr
                                      President and Chief Executive Officer


                            POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes and
appoints W. Timothy Pohl as his true and lawful attorney-in-fact and agent
with full power of substitution and resubstitution for him in any and all
capacities to sign any and all amendments (including pre- or post-effective
amendments) to this Registration Statement on Form S-8 and to file the
same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute, may do or cause to be done by virtue
thereof.

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

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

J. James Barr            President, Chief Executive Officer,    May 7, 1998
                         Chief Financial Officer and Director



Robert D. Sievers        Comptroller                            May 7, 1998
                         (Chief Accounting Officer)

                                   II-5
<PAGE>

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

Marilyn Ware Lewis      Chairman of the Board                   May 7, 1998

William O. Albertini    Director                                May 7, 1998

William R. Cobb         Director                                May 7, 1998

Henry G. Hager          Director                                May 7, 1998

Anthony P. Terracciano  Director                                May 7, 1998

Nancy W. Wainwright     Director                                May 7, 1998

Paul W. Ware            Director                                May 7, 1998

Ross A. Webber          Director                                May 7, 1998

Horace Wilkins, Jr.     Director                                May 7, 1998

                                   II-6
<PAGE>

                              EXHIBIT INDEX

                  Exhibit Numbers are in accordance with 
            the Exhibit Table in Item 601 of Registration S-K
            -------------------------------------------------

Exhibit No.                          Document                    
-----------                          --------                    
    2           Plan of Acquisition, Reorganization, Arrangement,
                Liquidation, or Succession
                -------------------------------------------------

                Savings Plan for Employees of American Water Works Company,
                Inc. and Its Designated Subsidiaries

    5           Opinion Re Legality
                -------------------

                Opinion of Dechert Price & Rhoads

   23           Consents
                --------

                (a) Consent of Independent Accountants

                (b) Consent of Dechert Price & Rhoads (contained in opinion
                    filed as Exhibit 5 to this Registration Statement)

   24           Power of Attorney
                -----------------

                See pages II-5 and II-6 of this Registration Statement.

                                   II-7
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{"company-data": {"conformed-name": "AMERICAN WATER WORKS CO INC", "cik": "0000318819", "assigned-sic": "4941", "irs-number": "510063696", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-52309", "film-number": "98615274"}, "business-address": {"street1": "1025 LAUREL OAK RD", "city": "VOORHEES", "state": "NJ", "zip": "08043", "phone": "6093468200"}, "mail-address": {"street1": "1025 LAUREL OAK ROAD", "city": "VOORHEES", "state": "NJ", "zip": "08043"}}
Registration No. 333-
===========================================================================

                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549
                         ----------------------
                                FORM S-8
                         REGISTRATION STATEMENT
                                  UNDER
                       THE SECURITIES ACT OF 1933
                         ----------------------

                   AMERICAN WATER WORKS COMPANY, INC.
         (Exact Name of Registrant as Specified in Its Charter)

           Delaware                             51-0063696
  (State or Other Jurisdiction               (I.R.S. Employer
of Incorporation or Organization)          Identification Number)
                          
                           1025 Laurel Oak Road
                        Voorhees, New Jersey  08043
                 (Address of Principal Executive Offices)

            SAVINGS PLAN FOR EMPLOYEES OF AMERICAN WATER WORKS
              COMPANY, INC. AND ITS DESIGNATED SUBSIDIARIES
                        (Full Title of the Plan)

         W. Timothy Pohl, Esquire, General Counsel and Secretary
                    American Water Works Company, Inc.
                          1025 Laurel Oak Road
                       Voorhees, New Jersey 08043
                 (Name and Address of Agent For Service)
                             (609) 346-8200
    (Telephone Number, Including Area Code, of Agent For Service)

                                Copy to:
                         Dechert Price & Rhoads
                        4000 Bell Atlantic Tower
                            1717 Arch Street
                    Philadelphia, Pennsylvania  19103
                   Attention:  George W. Patrick, Esq.
                             (215) 994-2631
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------
                                             Proposed    Proposed
Title Of                                     Maximum     Maximum
Securities                  Amount           Offering    Aggregate     Amount Of
To Be                       To Be            Price Per   Offering      Registration
Registered                  Registered       Share(2)    Price(2)      Fee
------------------------------------------------------------------------------------
Common Stock, par 
  value $1.25 per share     900,000 shares   $29.22      $26,298,000   $7,757.91

Interests in the Plan(1)    ----             ----        ----          ----
------------------------------------------------------------------------------------
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
     this Registration Statement also covers an indeterminate amount of
     interests to be offered or sold pursuant to the employee benefit plan
     described herein.

(2)  Estimated solely for purposes of determining the registration fee in
     accordance with Rule 457(h) under the Securities Act of 1933 on the
     basis of $29.22 per share, the average of the high and low prices
     of the Company's Common Stock as reported on the New York Stock
     Exchange on May 7, 1998.

                        EXHIBIT INDEX IS ON PAGE II-7
===========================================================================
PART I
            INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

Item 1. Plan Information. 

        Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
the Introductory Note to Part I of Form S-8. 

Item 2. Registrant Information and Employee Plan Annual Information. 

        Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
the Introductory Note to Part I of Form S-8. 

                                    I-1
PART II
           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

        The following documents filed or to be filed by the American Water
Works Company, Inc. ("the Company") with the Securities and Exchange
Commission (the "Commission") are incorporated by reference in this
Registration Statement as of their respective dates: 

             1.  Annual Report on Form 10-K filed with the Commission
        pursuant to the Securities Exchange Act of 1934, as amended (the
        "Exchange Act"), for the Company's fiscal year ended December 31,
        1997.

             2.  Annual Report of the plan on Form 11-K filed with the
        Commission pursuant to the Securities Exchange Act of 1934, as
        amended (the "Exchange Act"), for the Plan's fiscal year ended
        December 31, 1996.

             3.  The description of Common Stock of the Registrant
        contained in the Registrant's Registration Statement No. 333-02279
        on Form S-3.

        All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing with the Commission of a post-effective amendment to this
Registration Statement that indicates that all securities offered have been
sold or effects the deregistration of the balance of such securities then 

                                   II-1
remaining unsold shall be deemed to be incorporated herein by reference and
to be part hereof from the date of filing of such documents.

Item 4. Description of Securities.

        Not applicable.

Item 5. Interests of Named Experts and Counsel.

        Not applicable.

Item 6. Indemnification of Directors and Officers.

        As authorized by Section 145 of the Delaware General Corporation
Law, Section 8 of Article II of the Company's By-laws provides that the
Company shall indemnify any person who is a party to any suit or
proceeding, whether civil, criminal or administrative, because such person
is or was a director, officer or employee of the Company or is or was
serving at the request of the Company as a director, officer or employee of
another corporation or enterprise, including an employee benefit plan,
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by such person in
connection with such suit or proceeding to the extent that such person is
not otherwise indemnified and such indemnification is not prohibited by
applicable law; and the Board of Directors of the Company may, and on
request of any such person is required to, determine in each case whether
or not the standards in any applicable statute have been met, or such
determination may be made by independent legal counsel if the Board so
directs or if the Board is not empowered by statute to make such
determination.

Item 7. Exemption From Registration Claimed.

        Not applicable.

Item 8. Exhibits.

        See the Exhibit Index on page II-7.

                                   II-2
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, as amended (the "Securities Act");

             (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 thereof) which, individually
        or in the aggregate, represent a fundamental change in the
        information set forth in this Registration Statement.
        Notwithstanding the foregoing, any increase or decrease in volume
        of securities offered (if the total dollar value of securities
        offered would not exceed that which was registered) and any
        deviation from the low or high end of the estimated maximum
        offering range may be reflected in the form of prospectus filed
        with the Commission pursuant to Rule 424(b) promulgated under the
        Securities Act if, in the aggregate, the changes in volume and
        price represent no more than a 20% change in the maximum aggregate
        offering price set forth in the "Calculation of Registration Fee"
        table in this Registration Statement;

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

provided, however, that paragraphs (i) and (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 Company pursuant
to Section 13 or 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.

        (2)  that, for the purpose of determining any liability under the
Securities Act, 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 which remain unsold at the
termination of the offering.

                                   II-3
(4)  that, for purposes of determining any liability under the
Securities Act, each filing of the Company's annual report pursuant to
Section 13(a) or 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 may be permitted to directors, officers and controlling
persons of the Company, the Company has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed
in the Securities Act and is therefore unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of an action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Company
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 Securities Act and will be governed by the final
adjudication of such issue.

                                   II-4
SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act,
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 the City of Voorhees, State of New Jersey, on
this 7th day of May, 1998.

                                    AMERICAN WATER WORKS COMPANY, INC.

                                    By:          J. James Barr
                                      President and Chief Executive Officer

                            POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes and
appoints W. Timothy Pohl as his true and lawful attorney-in-fact and agent
with full power of substitution and resubstitution for him in any and all
capacities to sign any and all amendments (including pre- or post-effective
amendments) to this Registration Statement on Form S-8 and to file the
same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute, may do or cause to be done by virtue
thereof.

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

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

J. James Barr            President, Chief Executive Officer,    May 7, 1998
                         Chief Financial Officer and Director

Robert D. Sievers        Comptroller                            May 7, 1998
                         (Chief Accounting Officer)

                                   II-5
Signature                    Title                            Date
     ---------                    -----                            ----

Marilyn Ware Lewis      Chairman of the Board                   May 7, 1998

William O. Albertini    Director                                May 7, 1998

William R. Cobb         Director                                May 7, 1998

Henry G. Hager          Director                                May 7, 1998

Anthony P. Terracciano  Director                                May 7, 1998

Nancy W. Wainwright     Director                                May 7, 1998

Paul W. Ware            Director                                May 7, 1998

Ross A. Webber          Director                                May 7, 1998

Horace Wilkins, Jr.     Director                                May 7, 1998

                                   II-6
EXHIBIT INDEX

                  Exhibit Numbers are in accordance with 
            the Exhibit Table in Item 601 of Registration S-K
            -------------------------------------------------

Exhibit No.                          Document                    
-----------                          --------                    
    2           Plan of Acquisition, Reorganization, Arrangement,
                Liquidation, or Succession
                -------------------------------------------------

                Savings Plan for Employees of American Water Works Company,
                Inc. and Its Designated Subsidiaries

    5           Opinion Re Legality
                -------------------

                Opinion of Dechert Price & Rhoads

   23           Consents
                --------

                (a) Consent of Independent Accountants

                (b) Consent of Dechert Price & Rhoads (contained in opinion
                    filed as Exhibit 5 to this Registration Statement)

   24           Power of Attorney
                -----------------

                See pages II-5 and II-6 of this Registration Statement.

                                   II-7