SECURITIES AND EXCHANGE COMMISSION
                            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):       June 12, 1996
                                                 -----------------------------


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

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


       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.












































                                     -2-


                                  SIGNATURE
                                  ---------

     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: June 12, 1996                      /s/ Roy H. Stahl
                                         ----------------------------------
                                         Name:    Roy H. Stahl
                                         Title:   Senior Vice President and
                                                  General Counsel































                                     -3-



                                EXHIBIT INDEX
                                -------------

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

   1     Press release dated June 12, 1996                                   5







































                                     -4-


                                                                  Donna Alston
                                                      Director, Communications
                                                                (610) 645-1095

FOR RELEASE: Immediately

     PHILADELPHIA SUBURBAN SELECTED BY BRISTOL BOROUGH MUNICIPAL AUTHORITY TO
NEGOTIATE PURCHASE OF WATER SYSTEM

     BRYN MAWR, June 12 -- Philadelphia Suburban Water Company (PSW) -- the
primary subsidiary of Philadelphia Suburban Corporation (PSC) -- announced
today that it has received a letter of intent and will begin negotiations to
purchase the assets of the Bristol Borough Water Authority which serves
approximately 30,000 residents in Bristol Borough and Bristol and Bensalem
Townships. The proposed acquisition will represent the Company's first
acquisition of a large water system in Bucks County and be among the largest
water system acquisition to date by PSW.

     PSW was one of four utilities to respond to a May 6, request from Bristol
Borough Water Authority to purchase the system. The Company's bid of $25.5
million was the highest conforming bid received by the water authority. PSW
and Bristol officials expect the negotiations and due diligence process to
last several months.

     PSC is the third-largest, private, investor-owned water utility in the
country, serving approximately 850,000 residents in 82 municipalities in
Delaware, Montgomery, Chester and Bucks Counties. The Company has purchased 12
water systems in the past four years including two small Chester County
community water systems in East Marlborough and Franklin Township, Chester
County this year.


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