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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950116-00-002252.txt : 20000929
<SEC-HEADER>0000950116-00-002252.hdr.sgml : 20000929
ACCESSION NUMBER:		0000950116-00-002252
CONFORMED SUBMISSION TYPE:	S-3MEF
PUBLIC DOCUMENT COUNT:		3
FILED AS OF DATE:		20000912

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PHILADELPHIA SUBURBAN CORP
		CENTRAL INDEX KEY:			0000078128
		STANDARD INDUSTRIAL CLASSIFICATION:	4941
		IRS NUMBER:				231702594
		STATE OF INCORPORATION:			PA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-3MEF
		SEC ACT:		
		SEC FILE NUMBER:	333-45582
		FILM NUMBER:		720901

	BUSINESS ADDRESS:	
		STREET 1:		762 LANCASTER AVE
		CITY:			BRYN MAWR
		STATE:			PA
		ZIP:			19010
		BUSINESS PHONE:		2155278000

	MAIL ADDRESS:	
		STREET 1:		762 LANCASTER AVE
		CITY:			BRYN MAWR
		STATE:			PA
		ZIP:			19010
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-3
<SEQUENCE>1
<FILENAME>0001.txt
<TEXT>

<PAGE>
   As filed with the Securities and Exchange Commission on September 11, 2000
                                                          Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                               -------------------
                             REGISTRATION STATEMENT
                                   ON FORM S-3
                                      Under
                           THE SECURITIES ACT OF 1933
                               -------------------

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

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

                             762 W. Lancaster Avenue
                            Bryn Mawr, PA 19010-3489
                                 (610) 527-8000
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)
                             -----------------------

                                  ROY H. STAHL
                        Philadelphia Suburban Corporation
                  Executive Vice President and General Counsel
                             762 W. Lancaster Avenue
                            Bryn Mawr, PA 19010-3489
                                 (610) 527-8000
       (Name, address, including zip code, and telephone number, including
                        area code, of agent for service)

                               -------------------
                                   Copies to:

- - --------------------------------------------------------------------------------
Stephen A. Jannetta                     David P. Falck
Morgan, Lewis & Bockius LLP             Winthrop, Stimson, Putnam, & Roberts
1701 Market Street                      One Battery Plaza
Philadelphia, PA  19103-2921            New York, NY  10004
(215) 963-5000                          (212) 858-1000
- - --------------------------------------------------------------------------------

Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement is declared effective. If the only
securities being registered on this Form are being offered pursuant to dividend
or interest reinvestment plans, please check the following box. |_|
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 (the "Securities Act"), other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. |_|
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |X| 333-42982
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|

                               -------------------
<TABLE>
<CAPTION>
                                                 CALCULATION OF REGISTRATION FEE
- - ----------------------------------------------------------------------------------------------------------------------------------

 Title of Shares             Amount                   Proposed Maximum              Proposed Maximum        Amount of Registration
 To Be Registered     To Be Registered (1)        Offering Price Per Share (2)   Aggregate Offering Price             Fee
- - ----------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>                         <C>                          <C>                          <C>
  Common Stock,
 $.50 par value             172,500                       $  23.50                    $ 4,053,750.00              $  1,070.19
</TABLE>

(1)   Includes 22,500 shares which the Underwriters will have the option to
      purchase to cover overallotments, if any.

(2)   Estimated solely for the purpose of calculating the registration fee in
      accordance with Rule 457(o) under the Securities Act of 1933, as amended.
<PAGE>

Incorporation By Reference of Registration Statement on Form S-3, File No.
333-42982.

         Philadelphia Suburban Corporation (the "Registrant") hereby
incorporates by reference into this Registration Statement on Form S-3 in its
entirety the Registration Statement on Form S-3, as amended (File No.
333-42982), declared effective on September 6, 2000, by the Securities and
Exchange Commission (the "Commission"), including each of the documents filed by
the Registrant with the Commission and incorporated or deemed to be incorporated
by reference therein.


<PAGE>

                                     PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS



Item 16.          Exhibits.

                  All exhibits filed with or incorporated by reference in
Registration Statement No. 333-42982 are incorporated by reference into, and
shall be deemed a part of this Registration Statement, except the following
which are filed herewith or specifically incorporated by reference herein from
Registration Statement No. 333-42982. Where so indicated by footnote, exhibits
which were previously filed are incorporated by reference.



Exhibit
Number                 Description
- - ------                 -----------

 5.1                   Opinion of Morgan, Lewis & Bockius LLP

23.1                   Consent of KPMG LLP

23.2                   Consent of Morgan, Lewis & Bockius LLP (included in its
                       opinion filed as Exhibit 5.1 hereto).

24.1                   Power of Attorney (Exhibit 24.1) (1)



- - -------------
(1)   Included on signature pages to Registration Statement on Form S-3 (File
      No. 333-42982) filed with the Commission on August 3, 2000.


<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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Bryn Mawr, Commonwealth of Pennsylvania, on this 11th
day of September, 2000.

                                        PHILADELPHIA SUBURBAN CORPORATION


                                        By: /s/ Nicholas DeBenedictis
                                            -----------------------------------
                                            Nicholas DeBenedictis
                                            Chairman and Chief Executive Officer



               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>                                 <C>                                        <C>
/s/ Nicholas DeBenedictis           Director, Chairman and Chief               September 11, 2000
- - ------------------------------      Executive Officer (Principal
Nicholas DeBenedictis               Executive Officer)


/s/ David P. Smeltzer               Senior Vice President -- Finance           September 11, 2000
- - ------------------------------      (Principal Financial and Accounting
David P. Smeltzer                   Officer)


                *                   Director                                   September 11, 2000
- - ------------------------------
Mary C. Carroll


                *                   Director                                   September 11, 2000
- - ------------------------------
G. Fred DiBona, Jr.


                *                   Director                                   September 11, 2000
- - ------------------------------
Richard H. Glanton, Esq.


                *                   Director                                   September 11, 2000
- - ------------------------------
Richard J. Heckmann


                *                   Director                                   September 11, 2000
- - ------------------------------
Alan R. Hirsig


                *                   Director                                   September 11, 2000
- - ------------------------------
John F. McCaughan


                *                   Director                                   September 11, 2000
- - ------------------------------
John E. Menario
</TABLE>



<PAGE>


<TABLE>
<CAPTION>



<S>                                 <C>                                        <C>
                *                   Director                                   September 11, 2000
- - ------------------------------
John E. Palmer, Jr.

                *                   Director                                   September 11, 2000
- - ------------------------------
Andrew D. Seidel

                                    Director
- - ------------------------------
Richard L. Smoot


                *                   Director                                   September 11, 2000
- - ------------------------------
Robert O. Viets


By: /s/ David P. Smeltzer                                                      September 11, 2000
- - ------------------------------
David P. Smeltzer
Attorney-in-Fact

</TABLE>









</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>EXHIBIT 5.1
<TEXT>


<PAGE>


                                                                    Exhibit 5.1



September 11, 2000


Philadelphia Suburban Corporation
762 W. Lancaster Avenue
Bryn Mawr, Pennsylvania  19010

Re:     Philadelphia Suburban Corporation - Registration Statement on Form S-3
        Filed Pursuant to Rule 462(b), Filed in Connection with Registration
        Statement on Form S-3 (Registration No. 333-42982)
        ----------------------------------------------------------------------

Ladies and Gentlemen:

We have acted as counsel to Philadelphia Suburban Corporation, a Pennsylvania
corporation (the "Company"), in connection with the preparation of a
registration statement on Form S-3 (Registration No. 333-42982) (the "Initial
Registration Statement"), filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), and a second
registration statement on Form S-3 filed pursuant to Rule 462(b) under the Act
(the "Rule 462(b) Registration Statement) relating to the issuance, in a public
offering by the Company of up to 172,500 shares (the "Additional Shares") of
the Company's common stock, par value $.50 per share. We have examined such
records, documents, statutes and decisions as we have deemed relevant in
rendering this opinion.

Our opinion set forth below is limited to the Business Corporation Law of 1988,
as amended, of the Commonwealth of Pennsylvania.

In our opinion, the Additional Shares, when issued and sold as described in the
Rule 462(b) Registration Statement, will be legally issued, fully paid and
non-assessable.

We hereby consent to the use of this opinion as Exhibit 5.1 to the Rule 462(b)
Registration Statement and to the reference to our firm under the heading "Legal
Matters" contained in the Initial Registration Statement and incorporated by
reference in the Rule 462(b) Registration Statement. In giving such opinion, we
do not thereby admit that we are acting within the category of persons whose
consent is required under Section 7 of the Act or the rules or regulations of
the Securities and Exchange Commission thereunder.

Very truly yours,



/s/ Morgan, Lewis & Bockius LLP




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>EXHIBIT 23.1
<TEXT>


<PAGE>

                                                                   Exhibit 23.1








The Board of Directors
Philadelphia Suburban Corporation


We consent to incorporation by reference in this Registration Statement on Form
S-3 of Philadelphia Suburban Corporation of our report dated January 31, 2000,
relating to the consolidated balance sheets and statements of capitalization of
Philadelphia Suburban Corporation and subsidiaries as of December 31, 1999 and
1998 and the related consolidated statements of income and comprehensive income
and cash flow for each of the years in the three-year period ended December 31,
1999, which report is included in the December 31, 1999 Annual Report on Form
10-K of Philadelphia Suburban Corporation which is incorporated by reference in
this Registration Statement on Form S-3.

We also consent to the reference to our firm under the heading "Experts"
appearing in the Registration Statement on Form S-3 (File No. 333-42982), which
is incorporated by reference in this Registration Statement on Form S-3.


/s/ KPMG LLP

Philadelphia, Pennsylvania

September 11, 2000



</TEXT>
</DOCUMENT>

</SEC-DOCUMENT>
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