SecProbe.io

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 The York Water Company
 130 East Market Street
 York, Pennsylvania 17401

 December 2, 2025

 VIA EDGAR

 Division of Corporation Finance
 SECURITIES AND EXCHANGE COMMISSION
 100 F Street, N.E.
 Washington, DC 20549
 Attention: Michael Purcell

 Re:

 The York Water Company
 Registration Statement on Form S-3
 (File No. 333-291421)

 Dear Mr. Purcell:

 In accordance with Rule 461 under the Securities Act of 1933, as amended, The York Water Company (the “Company ”) hereby requests that the effective date for the above-referenced Registration Statement on Form S-3 (the “Registration Statement” ) be accelerated so that it will be declared effective by the Securities and Exchange Commission (the “Commission” ) by 5:00 p.m., Eastern Time, on December 4, 2025, or as soon thereafter as practicable.

 The Company hereby authorizes Jeffrey G. Aromatorio, Esq. of Reed Smith LLP, attorney for the Company, to orally modify or
 withdraw this request for acceleration.

 Please contact Mr. Aromatorio of Reed Smith
 LLP at (412) 288-3364 or jaromatorio@reedsmith.com with any questions,   and please notify when this request for acceleration has been granted.

 Very truly yours,

 By:

 /s/ Matthew E. Poff

 Name:

 Matthew E. Poff

 Title:

 Chief Financial Officer

 cc: Jeffrey G. Aromatorio, Esq., Reed Smith LLP

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    The York Water Company

    130 East Market Street

    York, Pennsylvania 17401

    December 5, 2024

    VIA EDGAR

    Division of Corporation Finance

    SECURITIES AND EXCHANGE COMMISSION

    100 F Street, N.E.

    Washington, DC 20549

    Attention:  Anuja Majmudar

            Re:

            The York Water Company

              Registration Statement on Form S-3

              (File No. 333-283488)

    Dear Ms. Majmudar:

    In accordance with Rule 461 under the Securities Act of 1933, as amended, The York Water Company (the “Company”) hereby requests that the effective date for the above-referenced Registration Statement on Form S-3 (the “Registration Statement”) be accelerated so that it will be declared effective by the Securities and Exchange Commission (the “Commission”) by 5:00 p.m., Eastern Time, on December 9, 2024, or as soon thereafter as practicable.

    The Company hereby authorizes Jeffrey G. Aromatorio, Esq. of Reed Smith LLP, attorney for the Company, to orally modify or withdraw this
      request for acceleration.

    Please contact Mr. Aromatorio of Reed Smith LLP at (412)
        288-3364 or jaromatorio@reedsmith.com with any questions, and please notify when
        this request for acceleration has been granted.

            Very truly yours,

            By:

              /s/ Matthew
                    E. Poff

            Name:
            Matthew E. Poff

            Title:
            Chief Financial Officer

    cc: Jeffrey G. Aromatorio, Esq., Reed Smith LLP

December 4, 2024
Matthew E. Poff
Chief Financial Officer and Treasurer
The York Water Company
130 East Market Street
York, PA 17401
Re:The York Water Company
Registration Statement on Form S-3
Filed November 26, 2024
File No. 333-283488
Dear Matthew E. Poff:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Anuja Majmudar at 202-551-3844 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Jeffrey G. Aromatorio

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    The York Water Company

    130 E. Market Street

    York, PA  17401

    November 15, 2022

    VIA EDGAR

    SECURITIES AND EXCHANGE COMMISSION

    Division of Corporation Finance

    Washington, DC 20549

    Attention:  Arthur Tornabene-Zalas

          Re:

            The York Water Company

              Registration Statement on Form S-3

              (File No. 333-268204)

    Dear Mr. Tornabene-Zalas:

    In accordance with Rule 461 under the Securities Act of 1933, as amended, The York Water Company (the “Company”) hereby requests that the effective date for the above-referenced
      Registration Statement (the “Registration Statement”) be accelerated so that it will be declared effective by the Securities and Exchange Commission (the “Commission”)
      by 12:00 p.m., Eastern Time, on November 17, 2022, or as soon thereafter as practicable.

    The Company hereby acknowledges that:

          (a)

            should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the
              Commission from taking any action with respect to the Registration Statement;

          (b)

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

          (c)

            the Company may not assert staff comments and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    Please call Pat Gentile of Reed Smith LLP at (412) 496-6858 with any questions.

    Very truly yours,

            By:

            /s/ Matthew E. Poff

            Name: Matthew E. Poff

            Title: Chief Financial Officer

United States securities and exchange commission logo
November 14, 2022
Joseph T. Hand
President and Chief Executive Officer
The York Water Company
130 East Market Street
York, PA 17401
Re:The York Water Company
Registration Statement on Form S-3
Filed November 7, 2022
File No. 333-268204
Dear Joseph T. Hand:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Arthur Tornabene-Zalas at (202) 551-3162 or Kevin Dougherty, Staff
Attorney, at (202) 551-3271 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Pasquale Gentile, Esq.

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    The York Water Company

    130 East Market Street

    York, Pennsylvania 17401

    October 8, 2021

    VIA EDGAR

    Division of Corporation Finance

    SECURITIES AND EXCHANGE COMMISSION

    100 F Street, N.E.

    Washington, DC 20549

    Attention:  Arthur Tornabene-Zalas

              Re:

              The York Water Company

    Registration Statement on Form S-3

    (File No. 333-259809)

    Dear Mr. Tornabene-Zalas:

    In accordance with Rule 461 under the Securities Act of 1933, as amended, The York Water Company (the “Company”) hereby requests that the effective date for the above-referenced Registration Statement (the “Registration Statement”) be accelerated so that it will be declared effective by the Securities and Exchange Commission (the “Commission”)
      by 3:00 p.m., Eastern Time, on October 13, 2021, or as soon thereafter as practicable.

    The Company hereby acknowledges that:

            (a)

            should the Securities and Exchange Commission (the “Commission”)
              or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

            (b)

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

            (c)

            the Company may not assert staff comments and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the
              Commission or any person under the federal securities laws of the United States.

    Please call Pat Gentile of Reed Smith LLP at (412) 288-4112 with any questions.

    Very truly yours,

    By: /s/ Matthew E. Poff

    Name:  Matthew E. Poff

    Title:  Chief Financial Officer

United States securities and exchange commission logo
October 4, 2021
Joseph T. Hand
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 September 27, 2021
File No. 333-259809
Dear Joseph T. Hand:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Arthur Tornabene-Zalas at 202-551-3162 or Loan Lauren Nguyen, Legal
Branch Chief, at 202-551-3642 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Pasquale Gentile

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      The York Water Company

      130 East Market Street

      York, Pennsylvania 17401

    November 14, 2019

    VIA EDGAR

    Division of Corporation Finance

    SECURITIES AND EXCHANGE COMMISSION

    100 F Street, N.E.

    Washington, DC 20549

    Attention:  Laura Nicholson, Special Counsel

            Re:

            The York Water Company

            Registration Statement on Form S-3

            (File No. 333-234587)

    Dear Ms. Nicholson:

    In accordance with Rule 461 under the Securities Act of 1933, as amended, The York Water Company (the “Company”) hereby requests that the effective date for the above-referenced
      Registration Statement (the “Registration Statement”) be accelerated so that it will be declared effective by the Securities and Exchange Commission (the “Commission”)
      by 5:00 p.m., Eastern Time, on November 18, 2019, or as soon thereafter as practicable.

    The Company hereby acknowledges that:

            (a)

            should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the
              Commission from taking any action with respect to the Registration Statement;

            (b)

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

            (c)

            the Company may not assert staff comments and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    Please call Pat Gentile of Reed Smith LLP at (412) 288-4112 with any questions.

    Very truly yours,

    By: /s/ Matthew E. Poff

    Name:  Matthew E. Poff

    Title:  Chief Financial Officer

November 13, 2019
Jeffrey Hines
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 November 8, 2019
File No. 333-234587
Dear Mr. Hines:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Laura Nicholson, Special Counsel, at (202) 551-3584 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

Mail Stop 3 561

November 1 6, 2016

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

Re: The York Water Company
Annual Report on Form 10-K for Fiscal Year Ended December 31, 2015
Filed March  8, 2016
File No. 001-34245

Dear Mr. Hines :

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the st aff.

Sincerely,

 /s/ Lilyanna Peyser for

Mara L. Ransom
Assistant Director
Office of Consumer Products

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The York Water Company

130 East Market Street

York, Pennsylvania 17401

November 16, 2016

VIA EDGAR

Division of Corporation Finance

SECURITIES AND EXCHANGE COMMISSION

100 F Street, N.E.

Washington, DC 20549

Attention:  Mara Ransom, Assistant Director

Re:          The York Water Company

Registration Statement on Form S-3

(File No. 333-213942)

Dear Ms. Ransom:

In accordance with Rule 461 under the Securities Act of 1933, as amended, The York Water Company (the "Company") hereby respectfully requests that the effective date for the above-referenced Registration Statement (the "Registration Statement") be accelerated so that it will be declared effective by the Securities and Exchange Commission (the "Commission") at 5:00 p.m., Eastern Time, on November 16, 2016, or as soon thereafter as practicable.

Please call Bree Archambault of Reed Smith LLP at (215) 851-8140 to confirm the effectiveness of the Registration Statement or with any questions.

Very Truly Yours,

By:/s/ Kathleen M. Miller

Name:  Kathleen M. Miller

Title:  Chief Financial Officer and Treasurer

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Reed Smith LLP

Three Logan Square

Suite 3100

1717 Arch Street

 Philadelphia, PA 19103

Tel +1 215 851 8100

Fax +1 215 851 1420

reedsmith.com

Bree F. Archambault

Direct Phone:  +1 215 851 8140

 Email:  barchambault@reedsmith.com

November 7, 2016

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C.   20549

Attn:   Scott Anderegg and

           Mara Ransom, Assistant Director

Re:   The York Water Company

Form 10-K for the fiscal year ended December 31, 2015

File Date:  March 8, 2016

Definitive Proxy Statement on Schedule 14A

File Date:  March 18, 2016

File No. 001-34245

Dear Mr. Anderegg and Ms. Ransom:

On behalf of our client, The York Water Company, we submit this letter in response to your comment received on October 27, 2016 with respect to the above-referenced filing.

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

Form 10-K for the fiscal year ended December 31, 2015

Item 11.   Executive Compensation

1. With respect to the Summary Compensation Table incorporated into the Form 10-K from the Proxy Statement:  Please revise to provide additional disclosure regarding the reason for the material decrease in Pension Value and Non-Qualified Deferred Compensation amounts between 2014 and 2015.

Response: The York Water Company proposes to modify footnote 1 below the Summary Compensation Table in the Proxy Statement by inserting the underlined language in future filings as long as applicable as follows:

(1)

Amounts presented represent the sum of the change in the actuarial present value of the named executive officer's accumulated benefit under the Company's defined benefit pension plan and the change in the present value of the named executive officer's benefit under the Company's supplemental executive retirement plan.  The change in pension value and non-qualified deferred compensation was substantially lower in 2015 than in 2014 due to an increase in the discount rate used to calculate the present value. The discount rate increased to 4.2% in 2015 from 3.8% in 2014.  When the discount rate increases, the present value of the pension and non-qualified deferred compensation liability decreases. In addition, an adjusted mortality table and improvement scale were adopted in 2015 to reflect two additional years of data from the Social Security Administration, and included rates generally lower than assumed in the prior year mortality table and improvement scale. The change in pension value for 2013 was omitted for some of our named executive officers due to an increase in the discount rate causing the changes to be negative.  In 2013, Mr. Hines' change in pension value was ($66,179), Ms. Miller's was ($15,672), and Mr. McIntosh's was ($7,042).  No above-market or preferential earnings are paid on deferred compensation.

*******************************************

Please do not hesitate to contact the undersigned at 215.851.8140 if you should have any questions or comments with regard to this response.

Sincerely,

/s/Bree Archambault

Bree Archambault

cc: Jeffrey R. Hines

Kathleen M. Miller

Mail Stop 3561
         September 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
  File No. 001-34245

Dear Mr. Hines:

We have completed our review of your Form 10-K and related filings and have no
further comments at this time.

Sincerely,
    H. Christopher Owings
Assistant Director

Mail Stop 3561
         September 14, 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 Quarters 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 response letter dated September 9, 2009 and have the
following comments.  Please provide a written response to our comments.  Please be as detailed as necessary in your explanation.  In some of our comments, 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.  Definitive Proxy Statement on Schedule 14A

 General

 1. Please confirm that you will provide disclosure in future filings, as appropriate, that is similar to each of your responses including, but not limited to your responses to comment 15 and comment 20.

Jeffrey R. Hines
The York Water Company  September 14, 2009  Page 2  Compensation of Directors and Executive Officers, page 10

 Compensation Discussion and Analysis, page 10

 General Philosophy, page 10

 2. We note your response to comment 16 from our letter dated August 17, 2009.  Please disclose in your future filings, if true, that you focus on goals that will add value to your customers so that the Pennsylvania Public Utility Commission will consider it a prudent expense and allow you to recover the incentive payments through water rates.
 Cash Incentives, page 10

 3. We note your response to comment 19 from our letter dated August 17, 2009.  Please disclose your 2008 earnings per share target and your actual earnings per share for 2008.  Please confirm that you will provide similar disclosure in future filings.    Please also revise your disclosure to indicate, as you did in your response, that because the Company did not achieve the earning per share goal, the Compensation Committee reduced the incentive payout by the percentage of the shortfall or 2%.  Please also explain whether, as a rule, you plan to reduce any payout by the percentage of any shortfall and explain why you determined to do so rather than issue no payout at all because the target was not met.  Please see Instruction 4 to Item 402(b) of Regulation S-K and Question 118.04 of our Regulation S-K Compliance and Disclosure Interpretations located at our web-site, www.sec.gov
.

Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your response to our comment and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comment.
 Please contact Robert Errett, Staff Attorney, at 202-551-3225, or me at Mara
Ransom, Legal Branch Chief, at 202-551-3764 with any questions.
Sincerely,

H. Christopher Owings  Assistant Director

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 Morgan, Lewis & Bockius LLP

1701 Market Street

Philadelphia, PA  19103-2921

Tel:  215.963.5000

Fax:  215.963.5001

www.morganlewis.com

September 15, 2009

VIA EDGAR AND EMAIL

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Attn:  H. Christopher Owings, Assistant Director

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 Quarters Ended March 31, 2009 and June 30, 2009

Filed May 8, 2009 and August 7, 2009

File No. 001-34245

Dear Mr. Owings,

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 R. Hines, President and Chief Executive Officer of The York Water Company (the “Company”), dated September 14, 2009, with respect to the above-referenced filings.

For your convenience, we have set forth each comment in italicized typeface and included each response below the relevant comment and have provided marked language to show proposed changes to current disclosure.

Definitive Proxy Statement on Schedule 14A

General

1.

Please confirm that you will provide disclosure in future filings, as appropriate, that is similar to each of your responses including, but not limited to your responses to comment 15 and comment 20.

In response to the Staff’s comment, York Water has authorized us to inform you that it will provide disclosure in future filings, as appropriate, that is substantially similar to each of the responses set forth in our letter to the Staff dated September 9, 2009.

Compensation of Directors and Executive Officers, page 10

Compensation Discussion and Analysis, page 10

General Philosophy, page 10

2.

We note your response to comment 16 from our letter dated August 17, 2009.  Please disclose in your future filings, if true, that you focus on goals that will add value to your customers so that the Pennsylvania Public Utility Commission will consider it a prudent expense and allow you to recover the incentive payments through
water rates.

In response to the Staff’s comment, York Water has authorized us to inform you that it will disclose in future filings language substantially similar to the response to comment 16 set forth in our letter to the Staff dated September 9, 2009.

Cash Incentives, page 10

3.

We note your response to comment 19 from our letter dated August 17, 2009.  Please disclose your 2008 earnings per share target and your actual earnings per share for 2008.  Please confirm that you will provide similar disclosure in future filings.  Please also revise your disclosure to indicate, as you
did in your response, that because the Company did not achieve the earning per share goal, the Compensation Committee reduced the incentive payout by the percentage of the shortfall or 2%.  Please also explain whether, as a rule, you plan to reduce any payout by the percentage of any shortfall and explain why you determined to do so rather than issue no payout at all because the target was not met.  Please see Instruction 4 to Item 402(b) of Regulation S-K and Question 118.04 of our Regulation
S-K Compliance and Disclosure Interpretations located at our web-site, www.sec.gov.

In response to the Staff’s comment, please see the proposed revisions to the incentive language regarding performance objectives and strategic business criteria in its 2009 Proxy Statement as set forth in Exhibit A.  In addition, York Water has authorized us to
inform you that it will provide similar disclosure in future filings.

*******************************************

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 R. Hines

Kathleen M. Miller

DB1/63644342.5

EXHIBIT A

PROPOSED REVISIONS TO THE “CASH INCENTIVES”

PORTION OF THE “COMPENSATION DISCUSSION AND ANALYSIS”

SECTION OF PROXY STATEMENT

Cash Incentives.  Our practice is to use cash awards to incentivize our senior managers to create value for our customers.  To that end, we adopted a Cash Incentive Plan in 2005, pursuant to which our Compensation Committee sets annual performance objectives and
target incentive payment amounts.  All of our managers participate in the plan, including our senior managers.

The plan is administered by the Compensation Committee, which has complete and final authority to, among other things, select participants, to determine the goals and circumstances under which incentive awards are granted, to grant awards and to construe and interpret the Plan.  Decisions of the Compensation Committee with respect
to the administration and interpretation of the Plan are final, conclusive and binding upon all participants.

The Compensation Committee has discretion to determine all performance objectives.  In addition, the Committee may specify that any incentive award be conditioned upon achievement or satisfaction of business criteria or other measures of performance.  One or more of the following business criteria or other measures of
performance may be used by the Committee:  (1) growth in revenues or assets; (2) earnings from operations; (3) net income or earnings per common share; (4) return on investment or return on equity; (5) stock price or shareholder return and (6) strategic business criteria, consisting of meeting specified water quality standards, environmental or safety standards, affordability of rates and customer satisfaction standards.  The Compensation Committee may exercise its discretion to eliminate,
reduce or increase the amounts payable as incentive, subject to such business criteria or other measures of performance.

Under the plan, annual performance objectives are established no later than ninety (90) days after the beginning of any annual incentive period, which is usually a calendar year.  Each performance objective carries with it a score of five (5) points.  No points are awarded for partial achievement of performance objectives.  Incentive
awards are granted only if an overall score of seventy-five (75) percent of the available performance objective points are achieved.  The Compensation Committee believes that achieving performance objectives should be the shared responsibility of management.  Accordingly, if an overall score of seventy-five (75) percent of the available performance objective points is achieved, all participants receive their target incentive awards.  If an overall score of less than seventy-five
(75) percent of the available performance objectives is achieved, no participant receives any award.

The Compensation Committee set the performance objectives and target incentive awards for 2008 on January 28, 2008.  For 2008, the Compensation Committee determined that the amount of the target cash incentive award would be 5% of the base salary as of December 31, 2008 for each management employee, including senior management
employees.  The 2008 performance objectives as determined by the Compensation Committee were: construct distribution center, install residual handling facilities, interconnect and integrate West Manheim acquisition, rehabilitate infrastructure, obtain regulatory approval of municipal contract, consolidate billing cycles, design and permit spillway improvements, issue tax exempt debt, complete an equity offering, complete a major rate case, establish direct stock purchase plan, implement e-proxy process
and conduct a benefits analysis.  The business criteria set for 2008 was to achieve earnings per share of $0.58.

On January 26, 2009, the Compensation Committee determined that our management had achieved seventy-five (75) percent of the performance objectives listed above for
2008, but had fallen slightly short of the set business criteria for 2008 [which
was an]achieving actual earnings per [common ]share [goal.]of
$0.57.  The Committee awarded the senior managers [the]98 percent of the target incentive amounts set forth on the 2008 Grants of Plan Based Awards Table below[, which was approximately ninety-eight (98) percent of the target incentive
amount for each senior manager].  The Compensation Committee reduced the incentive payout by the percentage shortfall of actual earnings per share to the target, which in this case was 2%.  The Committee awarded reduced incentives in this case because the performance objectives were met, and the slight earnings per share shortfall was caused by factors outside of management’s immediate
control.  The Compensation Committee will review the facts and circumstances behind any future shortfalls on a case by case basis in order to determine if the entire incentive, a reduced incentive or no incentive will be paid for that year.

On January 26, 2009, the Compensation Committee determined performance objectives and target incentive amounts to be awarded under the plan for 2009.  The performance objectives were: implement on-line bill pay, implement a service line protection plan, develop a twenty-year meter change out plan, rehabilitate infrastructure,
develop an annual hydrant inspection plan, obtain regulatory approval of municipal contract, design and permit spillway improvements, conduct a customer attitude survey, implement a customer satisfaction survey, complete an equity offering, reduce the number of billing cycles, complete recommendations of the management audit, develop a payment agreement reconciliation process and implement identity theft procedures.  The target incentive amounts for 2009, as determined by the Compensation Committee
are 5% of senior managers' base salary as of December 31, 2009 and the business criteria for 2009 is earnings per common share.

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   Morgan, Lewis & Bockius LLP

   1701 Market Street

   Philadelphia, PA  19103-2921

   Tel:  215.963.5000

   Fax:  215.963.5001

   www.morganlewis.com

Brian C. Miner

(215) 963-5430

bminer@morganlewis.com

September 9, 2009

VIA EDGAR AND EMAIL

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Attn:  H. Christopher Owings, Assistant Director

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 Quarters Ended March 31, 2009 and June 30, 2009

Filed May 8, 2009 and August 7, 2009

File No. 001-34245

Dear Mr. Owings,

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 R. Hines, President and Chief Executive Officer of The York Water Company (the “Company”), dated August 17, 2009, with respect to the above-referenced filings.

For your convenience, we have set forth each comment in italicized typeface and included each response below the relevant comment and have provided marked language to show proposed changes to current disclosure.

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 Commission file number 001-34245 when filing your periodic reports.

The Company has authorized us to inform you that, beginning with the third quarter 2009 Form 10-Q, the Company will use 001-34245 as the Commission file number when filing its periodic reports.

2.

On your corporate web site, please include a hyperlink 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 Rule:  Mandated Electronic Filing and Website Posting for Forms 3, 4 and
5, Release No. 33-8230 (May 7, 2003).

The Company has authorized us to inform you that an additional link directly to its Section 16 filings is now provided on the Company’s website under “Investor Relations, Insider Filings.”

3.

In future filings please provide in your Form 10-K the disclosure required under Item 101(e)(4) of Regulation S-K regarding the availability of your filed reports on your website.  Please confirm your understanding in this regard.

Please note that the following disclosure was contained at the end of the “Shareholder Information” section of the 2008 Annual Report to Shareholders, which was filed as Exhibit 13 to the 2008 Form 10-K and expressly incorporated into the Business section:

“The Annual Report as well as reports filed with the SEC and other information about the Company can be found on the Company's website at: www.yorkwater.com.”

The Company has authorized us to inform you that it will revise this language in future filings to more closely track the wording of Item 101(e)(4) of Regulation S-K.

Item 1.  Business, page 2

4.

Since the Pennsylvania Public Utility Commission regulates some of your operations, please discuss if any material portion of your business is subject to renegotiation of profit at the election of the Pennsylvania Public Utility Commission or another governmental entity.  Please refer to Item 101(c)(ix) of Regulation S-K.

The Company has authorized us to inform you that no part of its business is subject to renegotiation of profit at the election of the Pennsylvania Public Utility Commission or another governmental entity.

5.

We note your statement in the second risk factor on page five that you may face competition from other water suppliers.  Please discuss 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 discuss the principal methods of competition and any positive and negative factors pertaining to your competitive position, to the extent that they exist.  Please refer to Item 101(c)(x) of Regulation S-K.

In response to the staff’s comment, please see the proposed disclosure under the caption “Competition” set forth on Exhibit A hereto, which is substantially the language that the Company proposes to add to the “Business” section of its 2009 Form
10-K.

6.

Please discuss the material effects that compliance with federal, state and local provisions, regulating the discharge of materials into the environment, 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.

In response to the staff’s comment, please see the proposed disclosure under the caption “Water Quality and Environmental Regulation” set forth on Exhibit A hereto, which is substantially the language that the Company proposes to add to the “Business”
section of its 2009 Form 10-K.

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results..., page 9

7.

Please expand your discussion, which begins on page 8 of your 2008 Annual Report to Shareholders, to elaborate on known material trends and uncertainties that will have, or are reasonably likely to have, a material impact on your revenues or income 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, challenges and risks in short and long term and the actions you are taking to address them.

For example, we note that your total debt load, long-term plus short-term debt, has trended upwards over the past couple of years.  As a result, your interest expense has also increased during that time.  Please discuss how this increased debt load and interest expense will affect, if at all, your operations
and ability to obtain additional financing.  Also, we note that your accounts receivable has trended upwards over the past few years.  Please discuss the underlying causes for this upward trend.  We note that your deferred regulatory 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 change.  Finally, we note your unfunded pension obligations has increased substantially over
the past year.  Please discuss how you intend to address this issue and how it may affect your operations and liquidity.  Please see Item 303 of Regulation S-K and SEC Release No. 33-8350.

In response to the staff’s comments, please see the proposed revisions to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section set forth on Exhibit B, which is substantially the language that the Company proposes
to add in its 2009 Annual Report to Shareholders.

In addition, the Company has authorized us to inform you of the following:

The Company has not discussed the upward trend in its accounts receivable balances in past filings as it is simply the result of increased revenues – as revenues have increased over the years, so has the Company’s accounts receivable balances. This has generally been due to consistent increases in the number of customers served
and the rate increases that have historically occurred every two to three years.  Uncollectible receivables have not materially impacted the level of accounts receivable reported on the financial statements.

Deferred regulatory assets increased from $7,709,000 as of December 31, 2007 to $15,972,000 as of December 31, 2008 primarily due to an increase in the unfunded pension obligation ($5,441,000), and additionally due to recording the unrealized interest rate swap losses ($2,037,000) as a regulatory asset.  Both of these items are described
in Note 1 to the financial statements in the Company’s 2008 Annual Report to Shareholders under the caption “Regulatory Assets and Liabilities”.

The unfunded pension obligation rose significantly in 2008 mainly due to the underperformance of the assets in the pension portfolios.  In addition, the obligation increased due to the fact that the discount rate used to calculate the present value of the obligation dropped by 50 basis points.  The increase in the unfunded
pension liability had no impact on the company’s results of operations in 2008 due to the deferral in regulatory assets.  Please see the pension discussion in “Critical Accounting Estimates” for the accounting treatment.  The Company is required to expense only the amount of cash contributions to the plans.  As the unfunded pension obligation rises, the minimum required pension contribution may also rise, which would result in increased expense on the Company’s
books.  The Company would then have to request that additional contributions be reflected in rates in its next rate filing.

The Company plans to address the increase in unfunded pension obligations and the resulting regulatory asset through increased contributions to the pension plans and close monitoring of the investments in the pension plans.  As the market recovers from the recession, the Company and its investment advisors will attempt to allocate
the pension assets so that they are in the best position possible to take advantage of the recovery.  Over time, the increased contributions to the plans and improved market conditions should erode the regulatory asset and reduce the unfunded pension liability.  The company anticipates that any increase in pension contributions made to the plans will be recovered in rates.

The unrealized losses on the interest rate swap have been deferred as a regulatory asset because, based on historical practice, the company believes it will be probable to recover these costs as a component of interest expense, in its future rate filings.  The company has been permitted to recover swap settlement costs in the past.  Please
see the “Interest Rate Swap Agreement” section of Note 1 to the Company’s financial statements included in the 2008 Annual Report to Shareholders.

If the Company determines that the effect of the unfunded pension obligation or unrealized losses on the interest rate swap are expected to have a material effect on the Company’s liquidity or operations, then appropriate disclosure will be included in the MD&A in the Company’s future filings.

8.

We note from your financial statements 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.

In response to the staff’s comment, please see the proposed revisions to the “Liquidity and Capital Resources” section set forth on Exhibit B, which is substantially the language that the Company proposes to add in its 2009 Annual Report to Shareholders.

9.

We note your statement on page 12 of your 2008 Annual Report to Shareholders that you intend to fund your construction and acquisition expenditures, in part, through customer advances and contributions.  Please briefly discuss what you mean by “customer advances and contributions” and how significant you believe
this source of funding will be to payment of your overall construction and acquisition expenditures or advise where this information is located in your disclosure and provide a cross-reference your disclosure.

In response to the staff’s comment, please see the proposed revisions to the “Liquidity and Capital Resources” section set forth on Exhibit B, which is substantially the language that the Company proposes to add in its 2009 Annual Report to Shareholders.

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 Shareholders, 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 interest.  Please
discuss why you are unable to reasonably estimate the payments.

The Company has authorized us to inform you that it is unable to reasonably estimate the interest payments on the $12,000,000 variable rate debt because the interest rate is reset on a weekly basis by the remarketing agent at the lowest rate of interest that, in the judgment of the remarketing agent, would cause the bonds underlying the variable
rate debt to have a market value equal to the principal amount thereof ($12,000,000), plus accrued interest (if any), taking into account prevailing market conditions as of the date of determination.  The Company intends to revise this footnote in its future filings to provide substantially the explanation provided in the previous sentence.

Item 9A.  Controls and Procedures, page 12

(a) Evaluation of Disclosure Controls 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 March 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 effectively to provide reasonable assurance that the information required…”  Please confirm for the periods ended December 31, 2008, March 31, 2009 and June 30, 2009 that your disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and that your principal executive officer and principal financial officer concluded that your disclosure controls 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 controls and procedures and state that your disclosure controls and procedures are effective.  Please refer to Section II.F.4 of Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports,
SEC Release No. 33-8238.

The Company has authorized us to inform you that for the periods ended December 31, 2008, March 31, 2009 and June 30, 2009, its disclosure controls and procedures were designed to provide reasonable assurance of achieving its objectives and that its principal executive officer and principal financial officer concluded that its disclosure controls
and procedures were effective.  In its future periodic filings, beginning with its third quarter 2009 Form 10-Q, the Company will remove the reference to the level of assurance of its disclosure controls and procedures and state that its disclosure controls and procedures are effective (if that is the case).

Exhibits, page 19

Exhibit 10 Material Contracts

12.

Please file complete copies of material agreements, including all exhibits, 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 601(b)(2

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

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

CORRESP
1
filename1.htm

Prepared and filed by St Ives Financials

THE YORK WATER COMPANY

130 East Market Street

York, Pennsylvania  17401

November
    29, 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 or staff comments
    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

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

CORRESP
1
filename1.htm

Prepared and filed by St Ives Financial

    Morgan, Lewis & Bockius
          LLP

        1701 Market Street

        Philadelphia, PA 19103-2921

        Tel: 215.963.5000

        Fax: 215.963.5001

        www.morganlewis.com
    Morgan Lewis

              C O U N S E L O R S  A T  L A W

Brian C. Miner

    (215) 963-5430

bminer@morganlewis.com
November 14, 2006

VIA EDGAR AND FACSIMILE (202.772.9204)

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Attn:  H. Christopher Owings, Assistant Director

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. Owings,

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 November 8, 2006 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.

Form S-3 filed October 10, 2006

Incorporation of Certain Documents by Reference, page 25

1.

Please revise to incorporate by reference the Form 8-K that was filed on October 11, 2006.  Please consider including the language discussed in Telephone Interpretation H.69, Securities Act Section, Manual of Publicly Available Telephone Interpretations (July 1997).

Securities and Exchange Commission

November 14, 2006

Page 2

As we discussed with staff member
    John Fieldsend, York Water’s Form 8-K that was filed on October 11,
    2006 contained disclosure under Item 7.01 (Regulation FD Disclosure) only.
    As
    such, the
    information in the 8-K is deemed “furnished,” not “filed,” and
    will not be incorporated by reference into the Form S-3 unless York Water
    specifically incorporates it by reference therein. Because York Water does
    not wish to incorporate the subject disclosure into the registration statement,
    it did not specifically do so.

Form 10-K for the fiscal year ended December 31, 2005

Signatures, page 15

2.

Please note that the report must be signed by your principal accounting officer. Any person who occupies more than one of the 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 chief financial officer also serves as your principal accounting officer. If so, in future filings please indicate each capacity in which he or she signs the report. If not, please file an amendment containing the signature of your principal accounting officer.

York Water’s chief financial officer, Kathleen M. Miller, also serves as its principal accounting officer.  The failure to identify her as such on the signature page of the Form 10-K for the year ended December 31, 2005 was an inadvertent omission. York Water has authorized us to inform you that in future filings it will indicate both capacities in which Ms. Miller signs the report.

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 uncertainties that underlie your critical accounting estimates. Please also quantify, where material, and provide an analysis of the impact of critical accounting estimates on your financial position and statements of income for the periods presented, including the effects of changes in critical accounting estimates between periods. In addition, please include a qualitative and quantitative analysis of the sensitivity of reported results to changes in your assumptions, judgments, and estimates, including the likelihood of obtaining materially different results if different assumptions 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. 33­8350.

Securities and Exchange Commission

  November 14, 2006

  Page 3

York Water has authorized us to inform you that in future filings it will (i) revise the discussion of its critical accounting policies to focus on the assumptions and uncertainties that underlie its critical accounting estimates, (ii) quantify, where material, and provide an analysis of the impact of critical accounting estimates on its financial position and statements of income for the periods presented, including the effects of changes in critical accounting estimates between periods and (iii) include a qualitative and quantitative analysis of the sensitivity of reported results to changes in its assumptions, judgments, and estimates, including the likelihood of obtaining materially different results if different assumptions were
applied.

Contributions in Aid of Construction, page 22

4.

Please tell us, and in future filings disclose in further detail, your accounting policy for contributions in aid of construction. Please tell us how contributions in aid of construction impact your rate base and, if applicable, how this balance is removed from the balance sheet.

Contributions in Aid of Construction is composed of (i) direct, non-refundable contributions from developers, customers or builders for construction of water infrastucture and (ii) customer advances that have become non-refundable.  Customer advances are cash payments from developers, municipalities, customers or builders to reimburse York Water for its costs to construct water mains.  These advances are refundable to the contributor for a contracted period of time as service is provided to customers.  When the advances become non-refundable, they are transferred to Contributions in Aid of Construction.

Contributions in Aid of Construction are deducted from York Water’s rate base, and therefore, no return is earned on property financed with contributions.  The Pennsylvania Public Utility Commission  requires that contributions received remain on York Water’s balance sheet indefinitely as a long-term liability. Finally, York Water has authorized us to inform you that in future filings it will disclose this accounting policy in further detail.

Exhibits 31.1 and 31.2

5.

We note that you replace the word “report” 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 annual report).” In future filings, please revise your certifications to include the exact language as set forth in Item 601(b)(31) of Regulation S-K.

In response to the staff’s comment, the certifications in York Water’s recently filed Form 10-Q for the third quarter of 2006 included the exact language as set forth in Item 601(b)(31) of Regulation S-K. Additionally, York Water has authorized us to inform you that in all future filings that require such certifications, the certifications will include the exact language as set forth in Item 601(b)(31) of Regulation S-K.

Securities and Exchange Commission

  November 14, 2006

  Page 4

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

    c:
    Jeffrey S. Osman

    Kathleen M. Miller

CORRESP
1
filename1.htm

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

Page 4

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 03-08

								May 23, 2005

By Facsimile and U.S. Mail

Mr. Jeffrey S. Osman
President and Chief Executive Officer
The York Water Company
130 East Market Street
York, Pennsylvania 17405

	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. Osman:

	We have reviewed your filing and have the following comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  Where indicated, we think you should revise your
filing
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

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.

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.

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.

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.

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.

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.

*******

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a letter that keys your responses to our comments
and
provides any requested supplemental information.  Detailed
response
letters greatly facilitate our review.  Please file your response
letter on EDGAR.  Please understand that we may have additional
comments after reviewing your responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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.

   In connection with responding to our comments, please provide,
in
writing, a statement from the company acknowledging that:

* The company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* Staff 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

* 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 be advised that the Division of Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

   If you have any questions regarding these comments, please
direct
them to Staff Accountant David DiGiacomo at (202) 551-3319.  Any
other questions may be directed to me at (202) 551-3716.

Sincerely,

   William Choi
    Branch Chief

??

??

??

??

Mr. Jeffrey S. Osman
Chief Executive Officer
The York Water Company
May 23, 2005
Page 1

</TEXT>
</DOCUMENT>