SecProbe.io

Mail Stop 3561

 November 8, 2006

Jeffrey S. Osman, President and Chief Executive Officer
The York Water Company
130 East Market Street
York, Pennsylvania  17401

Re: The York Water Company
Registration Statement on Form S-3
Filed October 10, 2006
File No. 333-137932
Form 10-K for the Year Ended December 31, 2005
Filed March 14, 2006
File No. 0-00690

Dear Mr. Osman:

We have limited our review of your filings to those issues we have addressed in
our comments.  Where indicated, we think you should revise your documents in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form S-3
Incorporation of Certain Docu ments by Reference, page 25
1. Please revise to incorporate by reference th e Form 8-K that was filed on October 11,
2006.  Please consider including the language  discussed in Telephone Interpretation
H.69, Securities Act Section, Ma nual of Publicly Availabl e Telephone Interpretations
(July 1997).

Jeffrey S. Osman
The York Water Company
November 8, 2006 Page 2
Form 10-K for the Year Ended December 31, 2005
Signatures, page 15
2. Please note that the report must be signe d by your principal accounting officer.  Any
person who occupies more than one of th e specified positions must indicate each
capacity in which he or she signs the report.   See paragraph 2 of  General Instruction
D to Form 10-K.  Please tell us if your ch ief financial officer also serves as your
principal accounting officer.  If so, in futu re filings please indicate each capacity in
which he or she signs the re port.  If not, please file an amendment containing the
signature of your principal accounting officer.

Exhibit 13

Critical Accounting Policies, page 9
3. In future filings, please revise the discussion of your critical accounting policies and estimates to focus on the assumptions and un certainties that unde rlie your critical
accounting estimates.  Please also quantify, wh ere material, and provide an analysis
of the impact of critical accounti ng estimates on your financial position and
statements of income for the periods pres ented, including the effects of changes in
critical accounting estimat es between periods.  In addition, please include a
qualitative and quantitative analysis of the se nsitivity of reported re sults to changes in
your assumptions, judgments, and estimate s, including the likelihood of obtaining
materially different results if different a ssumptions were applied.  For example, if
reasonably likely changes in the discount rate  or long-term rate of return used in
accounting for your pension plans would have  a material effect on your financial
condition or statements of income, the impact that could result given the range of reasonably outcomes should be disclosed and quantified.  See SEC Release No. 33-
8350.

Contributions in Aid of Construction, page 22
4. Please tell us, and in future filings disclo se in further detail, your accounting policy
for contributions in aid of construction.  Please tell us how cont ributions in aid of
construction impact your rate base and, if applicable, how this balance is removed
from the balance sheet.

Exhibits 31.1 and 31.2
5. We note that you replace the word “repor t” with the words “annual report” in
paragraphs 2, 3, 4(a), and 4(d) of Exhibits  31.1 and 31.2.  Also, we note in paragraph
4(d), you omit the language: “…(the registrant’s fourth fiscal quarter in the case of an

Jeffrey S. Osman
The York Water Company
November 8, 2006 Page 3
annual report).”  In future filings, please revi se your certifications to include the exact
language as set forth in Item 601(b)(31) of Regulation S-K.

* * * * * *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are

Jeffrey S. Osman
The York Water Company
November 8, 2006 Page 4
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.

We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

You may contact Andrew Blume, Staff Accountant, at (202) 551-3254 or William
Choi, Accounting Branch Chief, at (202) 551-3716, if you have questions regarding comments on the financial statements and rela ted matters.  Please contact John Fieldsend,
Staff Attorney, at (202) 551-3343, Peggy Kim, Senior Staff Attorn ey, at (202) 551-3411,
or me at (202) 551-3720 with any other questions.

Sincerely,

H. Christopher Owings
Assistant Director

cc: Brian C. Miner, Esq.
 Morgan, Lewis & Bockius LLP
 Via Facsimile