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): December 2, 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
 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 I 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: December 2, 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    Press release dated December 2, 1997                  5 - 6

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                                                                   Donna Alston
                                             Director, Corporate Communications
                                                                 (610) 645-1095

                                                               Idalia Rodriguez
                                                   Director, Investor Relations
                                                                 (610) 645-1084

FOR RELEASE: December 2, 1997

              Sixth consecutive year of dividend increases at PSC

         BRYN MAWR, PA, December 2 -- The Board of Directors of Philadelphia
Suburban Corporation (NYSE/PSC) today authorized a dividend increase and 33
percent stock distribution.
         PSC announced plans for a four-for-three stock split in the form of a
stock distribution to all shareholders of record on December 15, 1997.
Additionally, the PSC Board of Directors voted to increase the quarterly
dividend, effective March 1, 1998, by 2 percent to an annual rate of $.867
from $.85 per share on a pre-split basis. This is the second dividend increase
granted by the company announced in a six month period. PSC increased its
quarterly dividend 5 percent on September 1, 1997. Following the stock
distribution in January, the dividend rate effective March 1, will be $.1625
per share on the increased number of shares or $.65 per share annualized.

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The common stock distribution and additional dividend increase come on the
heels of the Company's 1997 third quarter financial results where record
levels of revenue, net income and earnings per share were achieved (third
quarter earnings per share increased 19.4% to $.37 per share). "As the Company
continues its financial success, and we look optimistically to more customer
growth in the future, the Board recognizes the importance of rewarding its
shareholders with dividend increases," explained PSC Chairman Nicholas
DeBenedictis. This will be the sixth consecutive year of dividend increases,
and the Company dividend will have increased 7 percent year to year when the
next payment is made on March 1, 1998.
          Shareholders of record on December 15 will receive one additional
share for every three shares held. Distribution of the additional shares is
planned at the close of business on January 12, 1998 with an ex-distribution
date of January 13.
         Philadelphia Suburban Corporation is the holding company for
Philadelphia Suburban Water Company, a regulated public utility that provides
water to approximately one million residents in an area covering 400 square
miles and 93 municipalities in Southeastern Pennsylvania. Philadelphia
Suburban Corporation is a publicly-traded company listed on both the New York
and Philadelphia Stock Exchanges under the ticker symbol "PSC".
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