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): August 5, 1997

             (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 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.

        a. The Board of Directors of the Company approved two amendments to the
           Company's Bylaws at their meeting on August 5, 1997. The first
           amendment changes Section 3.03 of the Bylaws to permit only the
           chairman, president or board of directors to call a special meeting
           of the shareholders. The second amendment adds a new section 3.17 to
           the Bylaws regarding advance notification of business to be
           transacted at a shareholder meeting. Copies of both amendments are
           attached as Exhibit 1 and 2 and incorporated herein by reference.

        b. The disclosure contained in the Press Release attached hereto as
           Exhibit 3 is incorporated by reference herein.

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                  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: August 7, 1997                        /s/ Roy H. Stahl
                                       Name:   Roy H. Stahl
                                       Title:  Senior Vice President and
                                               General Counsel

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                                  EXHIBIT INDEX

Exhibit                                                                Page
- -------                                                                ----
    1             Board of Directors Resolution amending
                  Section 3.03 of the Company's Bylaws                   5

    2             Board of Directors Resolution adding
                  Section 3.17 to the Company's Bylaws                  6-8

    3             Press release dated August 5, 1997                     9

                                      - 4 -

                                                                       Exhibit 1

         RESOLVED, that in accordance with Section 8.07(ii) of the Company's
Bylaws and as contemplated by Section 2521 of the Pennsylvania Business
Corporation Law of 1988, as amended, the first sentence of Section 3.03 of the
Company's Bylaws is hereby amended to delete therefrom the following phrase: "or
shareholder entitled to cast a majority of the votes which all shareholders are
entitled to cast at the particular meeting."

                                      - 5 -

                                                                       Exhibit 2

         RESOLVED, that in accordance with Section 8.07(ii) of the Company's
Bylaws, there is hereby added a new Section 3.17 to the Company's Bylaws reading
in its entirety as follows:

         "Section 3.17. Business to be Transacted at Shareholder Meetings. No
         business may be transacted at an annual meeting of shareholders, other
         than business that is either (a) specified in the notice of meeting (or
         any supplement thereto) given by or at the direction of the board of
         directors (or any duly authorized committee thereof), (b) otherwise
         properly brought before the annual meeting by or at the direction of
         the board of directors (or any duly authorized committee thereof) or
         (c) otherwise properly brought before the annual meeting by any
         shareholder of the corporation (i) who is a shareholder of record on
         the date of the giving of notice provided for in Section 3.17 and on
         the record date for the determination of shareholders entitled to vote
         at such annual meeting and (ii) who complies with the notice procedures
         set forth in this Section 3.17. In addition to any other applicable
         requirements, for business to be properly brought before an annual
         meeting by a shareholder, such shareholder must have given timely
         notice thereof in proper written form to the secretary of the

         To be timely, a shareholder's notice must be delivered to or mailed and
         received at the principal executive offices of the corporation not less
         than 90 days nor more than 120 days prior to the anniversary date of
         the immediately preceding annual meeting of shareholders; provided,
         however, that in the event that the annual meeting is called for a date
         that is not within 30 days before or after such anniversary date,
         notice by the shareholder, in order to be timely, must be so received
         not later than the close of business on the tenth day following the day
         on which such notice of the date of the annual meeting was first

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         To be in proper written form, a shareholder's notice to the secretary
         must set forth as to each matter such shareholder proposes to bring
         before the annual meeting (i) a brief description of the business
         desired to be brought before the annual meeting and the reasons for
         conducting such business at the annual meeting, (ii) the name and
         record address of such shareholder, (iii) the class or series and
         number of shares of capital stock of the corporation which are owned
         beneficially or of record by such shareholder, (iv) a description of
         all arrangements or understandings between such shareholder and any
         other person or persons (including their names) in connection with the
         proposal of such business by such shareholder and any material interest
         of such shareholder in such business and (v) a representation that such
         shareholder intends to appear in person or by proxy at the annual
         meeting to bring such business before the meeting.

         No business shall be conducted at the annual meeting of shareholders
         except business brought before the annual meeting in accordance with
         the procedures set forth in this Section 3.17; provided, however, that
         once business has been properly brought before the annual meeting in
         accordance with such procedures, nothing in this Section 3.17 shall be
         deemed to preclude discussion by any shareholder of any such business.
         If the chairman of an annual meeting determines that business was not
         properly brought before the annual meeting in accordance with the
         foregoing procedures, the chairman shall declare to the meeting that
         the business was not properly brought before the meeting and such
         business shall not be transacted.

                                      - 7 -

         At a special meeting of shareholders, only such business shall be
         conducted as shall have been set forth in the notice relating to the
         meeting. At any meeting, matters incident to the conduct of this
         meeting may be voted upon or otherwise disposed of as the presiding
         officer of the meeting shall determine to be appropriate."

                                      - 8 -

                                                                       Exhibit 3

                                                           Contact: Donna Alston
                                                        Director, Communications
                                                                  (610) 645-1095

For Release: August 5, 1997



         BRYN MAWR, PA, August 5 -- The Board of Directors of Philadelphia
Suburban Corporation (NYSE/PSC) voted today to repurchase up to 500,000 shares
of its common stock in open market purchases.

         The Company had 19,459,396 shares outstanding as of July 30, 1997, and
had an average daily trading volume of 11,000 for the month of July 1997.

         A spokesperson for the Corporation said that the purchases would be
made from time to time and be used for issuances of shares under the Company's
employee benefit programs and direct stock purchase plans.

         PSC is the parent company of Philadelphia Suburban Water Company (PSW):
the third largest, fully-integrated, investor-owned water utility in the country
which serves 900,000 residents in 93 municipalities in Delaware, Montgomery,
Chester and Bucks Counties. 
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