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SEC Company Response from YORK WATER CO (YORW) (CIK 0000108985) (YORW) — Nov 28, 2006

YORK WATER CO (YORW) (CIK 0000108985)
Date: Nov. 28, 2006 · CIK: 0000108985 · Accession: 0001125282-06-007490

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File numbers found in text: 333-137932

Date
November 28, 2006
Author
By
Form
CORRESP
Company
YORK WATER CO (YORW) (CIK 0000108985)

Letter

Via EDGAR and Facsimile Securities and Exchange Commission Attention: John Fieldsend, Esquire Re: The York Water Company Registration Statement on Form S-3 (Filing No. 333-137932)

Dear Mr. Fieldsend:

As per your conversation with Benjamin R. Wills of Morgan, Lewis & Bockius LLP, in accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request the acceleration of the effective date of the above-referenced Registration Statement of The York Water Company (the “Company”) so that it will become effective on Thursday, November 30, 2006, at 12:00 p.m. Eastern Time or as soon thereafter as practicable. Please call Benjamin R. Wills at 215-963-5541 to provide notice of effectiveness.

In connection therewith, the Company acknowledges that:

•

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the 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 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.

Sincerely yours,

The York Water Company

By:

/s/ Kathleen M. Miller

Kathleen M. Miller Chief Financial Officer and Treasurer

cc:

Benjamin R. Wills

JANNEY MONTGOMERY SCOTT LLC

1801 Market Street

Philadelphia, Pennsylvania 19103

November 28, 2006

Via EDGAR and Facsimile

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: John Fieldsend, Esquire

Re:

The York Water Company

Registration Statement on Form S-3 (Filing No. 333-137932)

Ladies and Gentlemen:

In connection with the above referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”) the undersigned, as the Underwriter, hereby joins in the request of The York Water Company that the effective date of such Registration Statement (File No. 333-137932) be accelerated so that it becomes effective at 12:00 p.m., Eastern Time, on November 30, 2006, or as soon thereafter as practicable.

With respect to Rule 15c2-8 (the “Rule”) under the Securities Exchange Act of 1934, as amended, we wish to advise the Commission that Janney Montgomery Scott LLC has distributed or will distribute copies of the Preliminary Prospectus dated November 21, 2006 to any person who is expected to receive a confirmation of sale at least 48 hours prior to the date we expect to mail such confirmations. Selected dealers, if any, represent that they will comply with the Rule.

The following provides information with respect to the distribution of Preliminary Prospectuses dated November 21, 2006 and to be distributed between November 21, 2006 and the requested effective time of the Registration Statement:

Securities and Exchange Commission

November 28, 2006

Page 2

Preliminary Prospectuses

Number of Copies

To Prospective Underwriters

2,500

To Individuals/Institutions

To statistical and public services

Total

Very
truly yours,
JANNEY
MONTGOMERY SCOTT LLC

Show Raw Text
CORRESP
1
filename1.htm

Prepared and filed by St Ives Financials

THE YORK WATER COMPANY

130 East Market Street

York, Pennsylvania  17401

November 28, 2006

Via EDGAR and Facsimile

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:  John Fieldsend, Esquire

Re:

The York Water Company

Registration Statement on Form S-3 (Filing No. 333-137932)

Dear Mr. Fieldsend:

As per your conversation with Benjamin R. Wills of Morgan, Lewis & Bockius LLP, in accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request the acceleration of the effective date of the above-referenced Registration Statement of The York Water Company (the “Company”) so that it will become effective on Thursday, November 30, 2006, at 12:00 p.m. Eastern Time or as soon thereafter as practicable. Please call Benjamin R. Wills at 215-963-5541 to provide notice of effectiveness.

In connection therewith, the Company acknowledges that:

•

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the 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 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.

Sincerely yours,

 The York Water Company

By:

 /s/ Kathleen M. Miller

Kathleen M. Miller
 Chief Financial Officer and Treasurer

cc:

Benjamin R. Wills

JANNEY MONTGOMERY SCOTT LLC

1801 Market Street

Philadelphia, Pennsylvania  19103

November 28, 2006

Via EDGAR and Facsimile

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:  John Fieldsend, Esquire

Re:

The York Water Company

Registration Statement on Form S-3 (Filing No. 333-137932)

Ladies and Gentlemen:

In connection with the above referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”) the undersigned, as the Underwriter, hereby joins in the request of The York Water Company that the effective date of such Registration Statement (File No. 333-137932) be accelerated so that it becomes effective at 12:00 p.m., Eastern Time, on November 30, 2006, or as soon thereafter as practicable.

With respect to Rule 15c2-8 (the “Rule”) under the Securities Exchange Act of 1934, as amended, we wish to advise the Commission that Janney Montgomery Scott LLC has distributed or will distribute copies of the Preliminary Prospectus dated November 21, 2006 to any person who is expected to receive a confirmation of sale at least 48 hours prior to the date we expect to mail such confirmations. Selected dealers, if any, represent that they will comply with the Rule.

The following provides information with respect to the distribution of Preliminary Prospectuses dated November 21, 2006 and to be distributed between November 21, 2006 and the requested effective time of the Registration Statement:

Securities and Exchange Commission

November 28, 2006

Page 2

Preliminary Prospectuses

        Number
          of Copies

        To
          Prospective Underwriters

        2,500

        To
          Individuals/Institutions

        100

        To
          statistical and public services

        10

        Total

        Very
          truly yours,

        JANNEY
          MONTGOMERY SCOTT LLC

        By:

          /s/ Joseph D. Culley, Jr.

        Principal