UNITED STATES
                      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): February 6, 2002

                      AMERICAN WATER WORKS COMPANY, INC.
                    -------------------------------------
              (Exact name of registrant specified in its charter)


          Delaware                   0001-03437                 51-0063696
          --------                   ----------                 ----------
(State or other Jurisdiction        (Commission              (I.R.S. Employer
    of Incorporation)                File Number)           Identification No.)

    1025 Laurel Oak Road, P.O. Box 1770 Voorhees, NJ              08043
    ------------------------------------------------              -----
      (Address of principal executive offices)                  (Zip Code)

      Registrant's telephone number, including area code: (856) 346-8200







ITEM 9.  REGULATION FD DISCLOSURE.

         American Water Works Company, Inc. is furnishing herewith a copy of
an employee communication relating to its proposed merger with a subsidiary
of RWE. This information is attached to this Form 8-K as Exhibit 99.1.






                                   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 hereunto duly authorized.

                                          AMERICAN WATER WORKS COMPANY, INC.


                                          By: /s/ W. Timothy Pohl
                                              --------------------------------
                                              Name:  W. Timothy Pohl
                                              Title: General Counsel and
                                                      Secretary


Date:  February 7, 2002






                                 EXHIBIT INDEX


Exhibit No.           Description

99.1                  RWE Acquisition Update #15 dated February 6, 2002.