Washington, D.C. 20549

                                       FORM 8-K

                                    CURRENT REPORT

                          Pursuant To Section 13 or 15(d) of
                         The Securities Exchange Act of 1934

          Date of Report (Date of earliest event reported): May 16, 1996

                (Exact name of registrant as specified in its charter)

           Pennsylvania               1-6659              23-1702594
           --------------          ------------         --------------
          (State or other           (Commission         (IRS Employer
          jurisdiction of          File Number)         Identification
          incorporation)                                    Number)

             762 Lancaster Avenue, Bryn Mawr, Pennsylvania          19010
             ---------------------------------------------        ----------
               (Address of principal executive offices)           (Zip Code)

                                    (610) 527-8000
                 (Registrant's telephone number, including area code)

                                     Not Applicable
            (Former name or former address, if changed since last report.)

Item 5.    Other Events

           The disclosure contained in the Press Release attached
           hereto as Exhibit 1 is incorporated by reference herein.


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                        PHILADELPHIA SUBURBAN CORPORATION

Date: May 16, 1996                      /s/ Roy H. Stahl
                                        Name:  Roy H. Stahl
                                        Title: Senior Vice President and
                                               General Counsel

                                    EXHIBIT INDEX

         Exhibit                                                  Page
         -------                                                  ----

              1     Press release dated May 16, 1996               5-6


PHILADELPHIA                                               762 Lancaster Avenue
SUBURBAN                                          Bryn Mawr, Pennsylvania 19010
CORPORATION                       NEWS                             215 527 3000
- -------------------------------------------------------------------------------
                                                                   Donna Alston
                                             Director, Corporate Communications
                                                                 (610) 645-1095

                                                                  Blair Wilkins
                                                   Director, Investor Relations
                                                                 (610) 645-1084
FOR RELEASE: May 16, 1996



               Fifth consecutive year of dividend increases at PSC

         BRYN MAWR, PA, May 16 -- Announcements were made today at the
Philadelphia Suburban Corporation (NYSE/PSC) Annual Meeting in Bryn Mawr, PA
regarding a dividend increase, proposed stock distribution and PSC's recent
inclusion in the Dow Jones Water Utility Index.

         PSC announced plans for a three-for-two stock split in the form of a
stock distribution to all shareholders of record on June 18, 1996. Additionally,
the PSC Board of Directors voted to increase the quarterly dividend, effective
September l, 1996, by 4.7% to an annual rate of $1.215 from $1.16 per share on a
pre-split basis. Following the stock distribution in June, the dividend rate
will be $.81 per share on the increased number of shares.

         The common stock distribution and dividend increase come on the heels
of the Company's 1996 first quarter financial results, where record levels of
revenue, net income and earnings per share were achieved. (First quarter
earnings per share increased 14% to $.32 per share) "As the Company continues
its financial success, the Board recognizes the importance of rewarding its
shareholders with a dividend increase," explained PSC Chairman Nicholas
DeBenedictis. This is the fifth consecutive year of annual dividend increases of
approximately 4%.

                                    - more -

         DeBenedictis also announced that PSC has been included in the water
industry group of the Dow Jones World Industry index. "We are very pleased to be
included in the water industry index," he stated. "As the third largest
investor-owned water utility in the nation, PSC is recognized as a leader by the
water industry, and being included in the Dow Jones index is an additional
recognition from the financial community." With PSC's inclusion, the index now
represents approximately 67% of the market capitalization of the industry.

         In his presentation to shareholders at the Annual Meeting, DeBenedictis
explained "Continuing to focus on increasing our customer base and revenues,
while maintaining a tight control on expenses, puts us in a better position to
achieve our goal of enhancing shareholder value." PSC has outperformed the S&P
500 over the past 5 years with an 18.6% compounded total return.

         The three-for-two stock distribution announcement occurred following
the shareholder approval to increase the number of authorized shares of the
Company's Common Stock from 20 million to 40 million. Shareholders of record on
June 18 will receive one additional share for every two shares held.
Distribution of the additional shares is planned for July 1O, with an
ex-distribution date of July 11.

         Philadelphia Suburban Corporation is the holding company for
Philadelphia Suburban Water Company, a regulated public utility that provides
water to 850,000 residents in an area covering 400 square miles and 82
municipalities in Southeastern Pennsylvania. Since December, 1992, PSW has
purchased 12 water systems and expects to acquire four more during 1996.
Philadelphia Suburban Corporation is a publicly-traded company listed on both
the New York and Philadelphia Stock Exchanges under the ticker symbol "PSC".