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 29, 1998

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                 (Exact name of registrant specified in Charter)

     Pennsylvania                   1-6659                      23-1702594
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   (State or other               (Commission                  (IRS Employee
   jurisdiction of               File Number)               Identification No.)

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

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

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


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         (c)      Exhibits

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

              99                            Press Release issued  by the
                                            Registrant on June 29, 1998
                                            announcing the proposed merger with
                                            Consumers Water Company



                  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

                                    By:     /s/ Roy H. Stahl
                                       Name: Roy H. Stahl
                                       Title: Vice President and General Counsel
Dated: June 29, 1998


             Exhibit No.                Exhibit                       Page
             ----------                 -------                       ----

                 99          Press Release dated June 29, 1998.


Philadelphia Suburban Corporation
762 Lancaster Avenue
Bryn Mawr, Pennsylvania


                                                           Contact: Donna Alston
                                                 PSC, Director of Communications

                                                                   Brian Mullany
                                                         Consumers Water Company
                                            Vice President & Corporate Secretary


                          WITH CONSUMERS WATER COMPANY

      Merger to Create Nation's Second Largest Investor-Owned Water Utility

                            in Consolidating Industry

         Bryn Mawr, PA and Portland, ME, June 29, 1998 - PSC (NYSE:PSC), the
nation's third largest investor-owned water utility holding company, and
Consumers Water Company (NASDAQ:CONW) today announced that their respective
boards of directors have approved a definitive agreement for approximately $270
million in a stock merger agreement, creating the second largest investor-owned
water utility in the U.S., serving over 1.6 million residents in Pennsylvania,
Ohio, Illinois, New Jersey and Maine.

         Under the terms of the agreement, which includes a collar, Consumers'
shareholders will receive 1.459 share of PSC common stock for each Consumers'
share. The merger will be tax-free to shareholders of both companies and will be
accounted for as a pooling of interests. The merger, which is subject to
Hart-Scott-Rodino clearance, shareholder approvals, state regulatory approvals
and other customary conditions, is expected to close before the end of the year.

         This transaction represents a premium for Consumers' shareholders of
approximately 26 percent based on the closing prices of Consumers and PSC on
Friday, June 26. The transaction is expected to be accretive to PSC earnings on
an ongoing basis exclusive of one-time transaction costs. As a result of the
transaction PSC will assume debt of approximately $190 million.

         Vivendi, a $33 billion French company and largest water company in the
world which owns 13 percent of PSC and 23 percent of Consumers, has stated its
intent to support the combination.

         Noting that the U.S. water utility industry is in the very early stages
of consolidation with more than 50,000 separate water utility systems
nationally, PSC Chairman Nicholas DeBenedictis said: "This is a compelling
transaction for the shareholders of both companies as we will have a strong
balance sheet and a dynamic new platform for growth through acquisitions. We
also expect to achieve meaningful synergies, mainly through increased purchasing
leverage in such areas as electricity, chemicals and equipment."

         Consumers Water President Peter L. Haynes said, "This transaction makes
eminent sense for our shareholders, giving them an immediate premium for their
shares plus the upside of participating in an early-stage consolidation story.
PSC has a strong management team and, especially with its close relationship
with Vivendi, will be in an excellent position to accelerate growth and

         Said Daniel Caille, Chairman of Generale des Eaux, the water division
of Vivendi (formerly Compagnie Generale des Eaux) "We are excited by the
combination of PSC and Consumers and believe this new enlarged entity will be a
meaningful participant in the consolidating U.S. water industry in which we have
been participating through PSC for the last 20 years."

         DeBenedictis continued: "Over the next several years, we expect a waive
of consolidation in the water industry as the costs of meeting increasingly
stringent water standards rise. Small private or investor-owned water systems --
as well as many thousands of municipal systems facing budgetary constraints and
considering privatization -- are increasingly turning to professional operators
such as ourselves. We expect the combined company to be an aggressive acquirer
of attractive assets. And, through our relationship with Vivendi, the largest
water company in the world, we will also be well positioned to support Vivendi
on privatized services and management contracts." He added that, eventually, the
Company's increased size could also give it the mass needed to market other
utility services in conjunction with gas and electric companies.

         "Consumers Water has a 70 year tradition of quality service in the
industry and has recently focused their strategy on growth in the water utility
industry. We are looking forward to joining with the professionals at Consumers
to make this merger a win-win," said DeBenedictis.

         Since 1992, PSC has pursued a growth-through-acquisition strategy that
has resulted in more than 25 water company acquisitions and two wastewater
system acquisitions. "With our corporate strategy focused on growth and today's
announcement, we have stepped up the pace dramatically," said DeBenedictis who
will continue as PSC Chairman and CEO.

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         Under the agreement, Consumers will become a wholly owned subsidiary of
PSC, the parent company of Philadelphia Suburban Water Company (PSW). Current
PSC management will continue to manage their existing operation and overall
corporate activities while the Consumers' state subsidiaries will continue to be
managed by the current subsidiary presidents.

         Caille added that Vivendi, through its U.S. subsidiary Air & Water
Technology -- the country's largest contractor for the privatization of water
and wastewater services -- "is interested in the development of a close
relationship between PSC and Air & Water Technology and plans to work with PSC
on privatization projects in the five states in which we will operate after the
merger closes." Vivendi also sees the benefit of using PSC's cost-effective
services such as laboratory, customer service and billing activities and joint
purchasing opportunities as supportive of our expanding U.S. privatization and
operations and management contracts.

         Salomon Smith Barney served as financial advisor to PSC, and SG Barr
Devlin served as financial advisor to Consumers Water.

         Consumers Water owns seven water utilities with operating subsidiaries
located in Ohio, Illinois, Pennsylvania, New Jersey , and Maine. The company
services approximately 670,000 residents in a five-state area.

         PSC is currently the third-largest, investor-owned water utility in the
country, serving approximately one million residents in 97 municipalities in
Delaware, Montgomery, Chester, Bucks and Berks Counties in Pennsylvania.

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