SecProbe.io

Mail Stop 3561          August 17, 2009   Jeffrey R. Hines
President and Chief Executive Officer
The York Water Company  130 East Market St.  York, Pennsylvania  17401
 Re:  The York Water Company
Form 10-K for Fiscal Year Ended December 31, 2008
  Filed March 11, 2009
  Definitive Proxy Statement on Schedule 14A   Filed March 18, 2009
  Form 10-Q for the Fiscal Quarte rs Ended March 31, 2009 and June 30, 2009
  Filed May 8, 2009 and July 7, 2009
  File No. 001-34245

Dear Mr. Hines:
We have reviewed your filings and have the following comments.  You should comply
with the comments in all future filings, as appl icable.  Please confirm in writing that you will do
so and also explain to us in sufficient detail for an understa nding of the disclosure how you
intend to comply by providing us with your prop osed revisions.  If you disagree, we will
consider your explanation as to why our comments are inapplicable or a revision is unnecessary.
Please be as detailed as necessa ry in your explanation.  After re viewing 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 requir ements 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.

Jeffrey R. Hines
The York Water Company
August 17, 2009  Page 2   Form 10-K for the Fiscal Year Ended December 31, 2008

 General

 1. You indicate on the cover page of your Form  10-K and Forms 10-Q that your Commission
file number is 0-690.  However, we note that the Commission file number related to these
filings is 001-34245.  Please use Commissi on file number 001-34245 when filing your
periodic reports.
 2. On your corporate web site, please include a hype rlink directly to the section 16 forms filed
by section 16 reporting persons.  Currently, the link that you provide is to  the list of all of
your SEC filings.  Please refer to Final Ru le:  Mandated Electronic Filing and Website
Posting for Forms 3, 4 and 5, Release No. 33-8230 (May 7, 2003).
 3. In future filings please provide in your Fo rm 10-K the disclosure  required under Item
101(e)(4) of Regulation S-K regarding the availability of your f iled reports on your website.
Please confirm your understanding in this regard.
 Item 1. Business, page 2

 4. Since the Pennsylvania Public Utility Commission re gulates some of your operations, please
discuss if any material portion of your busines s is subject to renegotiation of profit at the
election of the Pennsylvania P ublic Utility Commission or another governmental entity.
Please refer to Item 101(c)(ix) of Regulation S-K.
 5. We note your statement in the second risk factor on page five that you may face competition from other water suppliers.  Please discu ss the competitive conditions in your business
including, where material, the identity of the particular markets in which you compete, an
estimate of the number of competitors and your  competitive position, if known or reasonably
available to you.  Please discu ss the principal methods of co mpetition and any positive and
negative factors pertaining to your competitive positi on, to the extent that they exist.  Please
refer to Item 101(c)(x) of Regulation S-K.
 6. Please discuss the material effects that complia nce with federal, state and local provisions,
regulating the discharge of materials into the environmen t, or otherwise relating to the
protection of the environment, may have upon your capital expenditures, earnings and
competitive position.  Also, please disclose any material estimated capital expenditures for
environmental control facilities that you expect  to make during the current fiscal year and
next fiscal year.  Please see Item  101(c)(xii) of Regulation S-K.

Item 7.  Management’s Discussion and Analysis  of Financial Conditi on and Results…, page 9

7. Please expand your discussion, which begins  on page 8 of your 2008 Annual Report to
Shareholders, to elaborate on know n material trends and uncertain ties that will have, or are

Jeffrey R. Hines
The York Water Company
August 17, 2009  Page 3
reasonably likely to have, a material impact on your revenues or inco me or result in your
liquidity decreasing or increasing in any material way.  In  doing so, provide additional
information about the quality and variability of your earnings and cash flows so that investors
can ascertain the likelihood of the extent past performance is indicative of future performance.  In addition, please discuss in reasonable detail:
• economic or industry-wide factors relevant to your company, and
• material opportunities, challeng es and risks in short and l ong term and the actions you are
taking to address them.

For example, we note that your total debt loa d, long-term plus short- term debt, has trended
upwards over the past couple of years.  As a re sult, your interest expe nse has also increased
during that time.  Please discuss how this increa sed debt load and intere st expense will affect,
if at all, your operations and ability to obtain additional fina ncing.  Also, we note that your
accounts receivable has trended upwards over th e past few years.  Please discuss the
underlying causes for this upward trend.  We not e that your deferred regu latory assets went
from $7,709,000 as of December 31, 2007 to $15,972,000 as of December 31, 2008.  Please
discuss the underlying causes for this ch ange.  Finally, we note your unfunded pension
obligations has increased substa ntially over the past year.  Pl ease discuss how you intend to
address this issue and how it may affect your op erations and liquidity.  Please see Item 303 of
Regulation S-K and SEC Release No. 33-8350.
 8. We note from your financial statem ents that you routinely do not maintain any cash on hand.
Please discuss in your Liquidity and Capital Resources section, which begins on page 12 of your 2008 Annual Report to Shareholders, how this policy affects, if at  all, your operations
and your liquidity.
 9. We note your statement on page 12 of your 2008 Annual Report to Shareholders that you
intend to fund your construction and acquisiti on expenditures, in part, through customer
advances and contributions.  Please briefly discuss what you mean by “customer advances
and contributions” and how signifi cant you believe this source of  funding will be to payment
of your overall construction and acquisition expend itures or advise where this information is
located in your disclosure and provide a cross-refere nce your disclosure.
 Contractual Obligations, page 16

 10. We note your statement in footnote (b) to your Contractual Obligations table, which is found
on page 16 of your 2008 Annual Report to Share holders, that your Interest on Long-Term
Debt disclosure excludes interest on the $12,000 variable rate debt because you cannot
reasonably estimate the payments on this inte rest.  Please discuss why you are unable to
reasonable estimate the payments.

Jeffrey R. Hines
The York Water Company
August 17, 2009  Page 4   Item 9A. Controls and Procedures, page 12

(a) Evaluation of Disclosure Cont rols and Procedures, page 12

11. We note your statement in your Form 10-K for the fiscal year ended December 31, 2008 and
your Form 10-Q for the periods ended Ma rch 31, 2009 and June 30, 2009 state that “the
Company’s President and Chief Executive Officer along with the Chief Financial Officer
concluded that the Company’s disclosure controls  and procedures as of the end of the period
covered by this report are functioning effectiv ely to provide reasonable assurance that the
information required…”  Please confirm fo r the periods ended December 31, 2008, March
31, 2009 and June 30, 2009 that your disclosure c ontrols and procedur es are designed to
provide reasonable assurance of achieving their objectives and that your principal executive
officer and principal financial o fficer concluded that your disclosure contro ls and procedures
are effective, rather than functioning effectively, at that reasonable assurance level.  Please
include similar disclosure in future filings.  In  the alternative, please remove the reference to
the level of assurance of your disclosure c ontrols and procedures and state that your
disclosure controls and pro cedures are effective.  Please refer to Section II.F.4 of
Management’s Reports on Internal Control Ov er Financial Reporting and Certification of
Disclosure in Exchange Act Period ic Reports, SEC Release No. 33-8238.

Exhibits, page 19
 Exhibit 10 Material Contracts

 12. Please file complete copies of material agr eements, including all ex hibits, schedules and
attachments.  See Item 601(b)(10) of Regulation S-K.  For example, we note that Exhibit A
was omitted from Exhibit 10.11.  We also note similar issues with Exhibits 10.12, 10.14 and
10.17.  While Item 601(b)(2) of Regulation S-K permits you to provide omitted information
supplementally, there is not a si milar provision in Item 601(b)(10)  of Regulation S-K.  Please
review your material agreements, and re-file co mplete, agreements with your next current or
periodic report.

Exhibit 10.8

13. We note your statement that Exhibit 10.8 was prev iously filed as Exhibit 4.9 to your Form
10-Q for the quarter ended September 30, 1995.  Howe ver, we are unable to locate this filing
on EDGAR.  Please advise.
 Exhibit 10.9

 14. We note your statement that Exhibit 10.9 was f iled as Exhibit 4.2 to your Form 10-K for the
fiscal year ended December 31, 2000.  However, we were unable to locate an Exhibit 4.2 to
that filing.  Please advise.

Jeffrey R. Hines
The York Water Company
August 17, 2009  Page 5   Definitive Proxy Statement on Schedule 14A

 Voting Securities and Principal Holders Thereof, page 3

 15. Please disclose whether the table includes shar es each individual has the right to acquire
beneficial ownership of within 60 days.  If the sh ares listed in the table do include shares that
an individual has the right to acquire benefici al ownership of in the next 60 days please
disclose the amount of these shar es in a footnote to the table.  See Instruction 1 to Item 403
of Regulation S-K.
 Compensation of Directors and Executive Officers, page 10

 Compensation Discussion and Analysis, page 10

 General Philosophy, page 10

 16. Please expand your discussion on how your combinat ion of base salary and cash incentives
align the interests of management with those of your customer s.  Also, please advise why
you are aligning the intere sts of management with those of your customers, rather than with
the interests of your shareholders.

Base Salary, page 10

17. Please expand your discussion to discuss why you have elected to set your named executive’s
salary below the 25th percentile of the seven comparable investor-owned water utilities and if
you have any intent to adjust salaries higher than the 25th percentile.  Please discuss any other
factors you consider in setting th e salaries of your named executive officers.  Please discuss
any changes in the salary levels of your na med executive officers over the past two fiscal
years and the basis for the change.

Cash Incentives, page 10

18. Please discuss how your cash incentive plan in centivizes your senior managers to create
value for your customers.
 19. We note that your cash incentives are granted only  if an overall score of  seventy-five (75)
percent of the available performance objective points are achieved.  We  also note that the
Compensation Committee has discretion to adjust  these awards if cer tain other business
criteria are not met.  Further, we note your statement that “[o]n January 26, 2009, that the
Compensation Committee determined that our ma nagement had achieved seventy-five (75)
percent of the performance objectives for 2008, but had fallen slightly short of the set
business criteria.”  Please discuss how manageme nt fell slightly short of the set business
criteria.  Please clarify the difference be tween your strategic business criteria and

Jeffrey R. Hines
The York Water Company
August 17, 2009  Page 6
performance objectives.  While you give examples  of what strategic bus iness criteria may be,
please disclose the actual strategic business criteria for 2008.

20. We note that the Compensation Committee determined that the amount of the target cash
incentive award would be 5% for 2008.  Please discuss the factors that the Compensation
Committee considered in deciding to set the ta rget cash incentive award at 5% for 2008.

2008 Grants of Plan Based Awards Table, page 15

21. We note that your named executive officers had the opportunity to earn 5% of their base
salary under your 2008 cash incentiv e program if they met certain performance criteria.  We
also note that the Compensation Committee adjusted the payout to be 98% of the target award of 5%.  We note that in your Grants of  Plan Based Awards Table that you report the
adjusted payment figure under the Estimated Future Payouts under Non-Equity Incentive
Plan Awards Target column rather than the five percent target.  Please revise this table to
disclose the target award of 5%  or advise why you are not requir ed to do so.  Please refer to
Item 402 of Regulation S-K.
 2008 Pension Benefit Table, page 16

 22. We note your statement that “[t]his benefit was provided retroactively for five months rather
than delaying entry by seven months.”  Please clarify what you mean by this statement and
why you retroactively provided be nefits to Mr. Hines instead  of delaying entry by seven
months.
 Disclosure of Related Party Transactions, page 25

 23. Please describe in greater detail your policies and procedures for the review, approval, or
ratification of any transaction required to be reported under pa ragraph (a) of Item 404 of
Regulation S-K.  In particular, please discuss the types of tr ansactions that are covered by
such policies and procedures; the standards to  be applied pursuant to such policies and
procedures; and if such policie s and procedures are in writin g and, if not, how such policies
and procedures are evidenced.
As appropriate, please respond to these comments  within 10 business days or tell us when
you will provide us with a response.  If you ame nd one of your filings, you may wish to provide
us with marked copies of the amendment to exped ite our review.  Please furn ish a letter that keys
your responses to our comments a nd provides any requested informa tion.  Detailed letters greatly
facilitate our review.  Please understand that we may have additional comments after reviewing
your amendment and responses to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in these filings to be certain that the filings include all information required under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an

Jeffrey R. Hines
The York Water Company August 17, 2009  Page 7   informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.     In connection with responding to our comme nts, please provide, in writing, a statement
from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclo sure in the filings;

‚ staff comments or changes to disclosure in re sponse to staff comments do not foreclose the
Commission from taking any action with respect to the filings; and
‚ the company may not assert staff comments 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 b