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The York Water Company Correspondence 06-06-05

       Morgan,
      Lewis & Bockius LLP

       1701
      Market Street

     Philadelphia,
      Pennsylvania 19103

     Tel:
      215.963.5000

       Fax:
      215.963.5001

     www.morganlewis.com

     Brian
      C. Miner

     (215)
      963-5430

     bminer@morganlewis.com

June 6,
2005

VIA
EDGAR AND FACSIMILE (202.772.9203)

Securities
and Exchange Commission

450 Fifth
Street, N.W.

Washington,
D.C. 20549

Attn:
William Choi, Branch Chief

     Re:
     The York Water Company

     Form 10-K for the fiscal year ended
      December 31, 2004

     File Date: March 15, 2005

     File No. 000-00690

Dear Mr.
Choi,

This
letter is being submitted in response to the comments given by the staff of the
Division of Corporation Finance as set forth in your letter to Mr. Jeffrey S.
Osman, dated May 23, 2005 with respect to the above-referenced
filing.

For your
convenience, we have set forth each comment in italicized typeface and included
each response below the relevant comment.

Page
1

Form
10-K for the fiscal year ended December 31, 2004

Management’s
Discussion and Analysis of Financial Condition and Results of
Operations

Contractual
Obligations, page 9

1. In
future filings please disclose scheduled interest payments in the table for all
of your debt instruments and related interest rate swap agreements. To the
extent that interest rates are variable and unknown, you may use your judgment
to determine whether or not to include estimates of future interest payments.
You should also evaluate whether or not you can reasonably estimate the amount
and/or timing of payments you will be obligated to make under interest rate swap
agreements to determine whether you can provide meaningful information in the
table for these agreements. Regardless of whether you decide to include or
exclude estimated interest payments and interest rate swap agreements in the
table, you should include a footnote to the table that provides appropriate
disclosure to clarify your action.

York
Water has authorized us to inform you that scheduled interest payments,
including related interest rate swap agreements, will be included in the
contractual obligations table beginning with the 2005 Form 10-K.

Financial
Statements

Balance
Sheets, page 14

2. In
future filings please disclose your unbilled revenues on a separate line item
within current assets or within a note to your financial statements, if
material. All current assets and liabilities in excess of 5% of total current
assets or liabilities, should be separately stated in the balance sheets or in
the notes to the financial statements. Your current presentation does not allow
a reader to be able to determine the amount of the “Receivables” line item
attributable to your reserve of $130,000.

York
Water has authorized us to inform you that beginning with the second quarter
2005 Form 10-Q, unbilled revenues will be a separate line item within current
assets on York Water’s balance sheet, or will be disclosed in a footnote to the
financial statements.

Cash
Flow Statements, page 18

3. We
note on page 7 within your Liquidity and Capital Resources discussion that the
Susquehanna River Pipeline project was financed through internally generated
funds, customers’ advances, short-term borrowings, proceeds from the issuance of
common stock and tax-exempt bonds and an underwritten common stock offering.
However, it does not appear that you have reflected the amount of AFUDC
attributable to the equity financed portion of this project as a reconciliation
to net income. Please tell us how you accounted for the equity component of
AFUDC in your statement of cash flows.

York
Water included both the debt and equity components of AFUDC in net income on the
top line of the statement of cash flows. York Water also included the total
AFUDC under investing activities within utility plant additions. York Water
believes that this treatment is consistent with how other publicly held water
companies account for AFUDC. Total AFUDC for 2004 was $1,065,209 due primarily
to $25 million of capital expenditures relating to the Susquehanna River
Pipeline Project. The equity portion amounted to $186,449 for 2004. The equity
portion of the total AFUDC of $319,751(which includes significant Pipeline
Project expenditures) for 2003 was $141,085. In 2002, the equity portion
amounted to $61,518 of the total AFUDC of $139,423.

Page
2

Notes
to Financial Statements

Note
1. Accounting Policies

Regulatory
Assets and Liabilities, page 20

4. Prospectively,
please ensure that your disclosure meets the requirements of paragraph 20 of
SFAS 71. In this regard, please indicate if you are earning a rate of return on
your regulatory assets, if not, then please indicate the remaining recovery
period of your regulatory assets.

York
Water does not earn a return on its regulatory assets. York Water has authorized
us to inform you that in future Form 10-K filings, beginning with the Form 10-K
for the year ending December 31, 2005, they will address the expected recovery
period of these assets in accordance with SFAS 71 paragraph 20.

Note
6 Employee Benefit Plans, page 34

5. You
state that the company “anticipates recovery of the future, increased pension
expense through customer rates.” Please provide us the basis for your statement
and why you believe that you have reasonable assurance that recovery will occur
to record a regulatory asset for the additional minimum pension
liability.

York
Water makes cash contributions to fund its pension plans out of the rates that
it collects from its customers. York Water “anticipates recovery of the future,
increased pension expense through customer rates” for two reasons. First, the
current level of cash contributions made by York Water to fund its pension plans
and the investment return earned on the contributions may be sufficient to
eliminate the minimum pension liability or a future increase in pension expense.
Second, the Pennsylvania Public Utility Commission (“PPUC”), in York Water’s
last two rate order dockets, ordered that York Water “continue to use cash
contributions plus pension administrative costs as the basis for its ratemaking
claim for pension expense.” This means that if the current cash contribution
level is not sufficient to meet increased pension expense, then York Water will
include an increased cash contribution amount in its future rate increase
requests in order to meet such expenses. Therefore, whether through investment
returns on the current cash contribution level, or an increase in such cash
contribution level made out of increased rates, York Water will meet “future,
increased pension expense” out of the rates that it collects from its
customers.

York
Water believes that it has reasonable assurance that recovery will occur to
record a regulatory asset for the additional minimum pension liability because
in the two rate order dockets referenced above, the PPUC ordered York Water to
“record the amount accrued in excess of the cash contribution to fund its
pensions as a regulatory (deferred) asset until the cash amount equals or
exceeds the accrual.” This is due to the fact that, as described in the
preceding paragraph, the PPUC allows York Water to include in its future rate
increase requests the amount of any required increase to its cash contribution.
When the cash contribution exceeds the accrual amount, York Water will
correspondingly reduce the regulatory (deferred) asset.

Note
8 Commitments, page 35

6. You
indicate that the costs to comply with environmental and water quality
regulations are substantial. In future filings please quantify these
“substantial costs” and indicate herein or within your results of operations
discussion within MD&A of how these costs impacted or are likely to impact
your results of operations currently or in the future. Additionally, incorporate
within your discussion whether you believe this cost trend will continue in
subsequent periods or whether you expect amounts to fluctuate and if so then by
what amount.

In this
note, York Water was explaining that costs to comply with new regulations under
environmental and water quality regulations may be substantial. York Water did
not have substantial costs for compliance with any such regulations in 2004.
York Water has authorized us to inform you that in the future they will rephrase
this statement, and when substantial costs are incurred they will quantify them
and indicate the impact on its operations as you suggested.

Page
3

In
connection with responding to the comments above, York Water has authorized us
to inform you on their behalf that they acknowledge that:

1.  York
Water is responsible for the adequacy and accuracy of the disclosure in the Form
10-K;

2.  The
Securities and Exchange Commission staff’s comments or changes to disclosure in
response to staff comments do not foreclose the Commission from taking any
action with respect to the filings; and

3.  York
Water may not assert the staff’s comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of
the United States.

Please do
not hesitate to contact the undersigned at 215.963.5430 if you should have any
questions or comments with regard to these responses.

Sincerely,

    /s/Brian
      C. Miner

    Brian C.
      Miner

    cc:
    Jeffrey S. Osman

    Kathleen M. Miller

    Michael W. Gang

      Howard
      L. Meyers

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