Back to GetFilings.com



SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549


FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934



For Quarter Ended June 30, 2003 Commission File No. 0-690



THE YORK WATER COMPANY________________________

(Exact name of Registrant as specified in its Charter)



PENNSYLVANIA 23-1242500
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)



130 East Market Street, York, Pennsylvania 17401
(Address of principal executive offices) (Zip Code)



Registrant's telephone number including Area Code 717-845-3601



Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES X NO ___

Indicate by checkmark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act), YES _X_ NO ___

Indicate the number of shares outstanding of each of the issuer's classes of
Common stock, as of the latest practicable date.

Common stock, No par value 6,392,442 Shares outstanding
as of August 11, 2003





THE YORK WATER COMPANY

PART I - FINANCIAL INFORMATION


Item 1. Financial Statements

Balance Sheets

(Unaudited)
As Of As of
June 30, 2003 Dec. 31, 2002

UTILITY PLANT, at original cost $130,011,094 127,117,248
Less-Reserve for depreciation 21,646,828 20,899,987
108,364,266 106,217,261

OTHER PHYSICAL PROPERTY:
Less-Reserve for depreciation of $91,649
in 2003 and $95,820 in 2002 517,328 508,297


CURRENT ASSETS:
Receivables, less reserves of $130,000
in 2003 and in 2002 2,910,148 2,838,501
Recoverable income taxes 39,796 -
Materials and supplies, at cost 552,527 480,573
Prepaid expenses 320,359 293,874
Deferred income taxes 88,655 88,655
Total Current Assets 3,911,485 3,701,603


OTHER LONG-TERM ASSETS:
Prepaid pension cost 1,889,110 2,184,108
Deferred debt expense 294,231 314,269
Deferred rate case expense 205,318 92,852
Notes receivable 829,265 835,153
Deferred regulatory assets 2,733,376 2,556,709
Other 2,082,125 1,998,135
8,033,425 7,981,226


$120,826,504 $118,408,387








THE YORK WATER COMPANY
Balance Sheets

(Unaudited)
As Of As Of
June 30, 2003 Dec. 31, 2002
CAPITALIZATION
Common stock, no par value, authorized
31,000,000 shares, outstanding 6,392,442
shares in 2003 and 6,364,803 shares in 2002 $32,780,366 $32,331,176
Earnings retained in the business 4,972,267 4,885,532
37,752,633 37,216,708

LONG-TERM DEBT
1.0% Pennvest Loan, due 2019 632,814 652,087
6.0% Industrial Development Authority Revenue
Refunding Bonds, Series 1995, due 2010 4,300,000 4,300,000
10.05% Senior Notes, Series C, due 2020 6,500,000 6,500,000
10.17% Senior Notes, Series A, due 2019 6,000,000 6,000,000
9.6% Senior Notes, Series B, due 2019 5,000,000 5,000,000
8.43% Senior Notes, Series D, due 2022 7,500,000 7,500,000
4.40% Industrial Development Authority Revenue
Refunding Bonds, Series 1994, due 2009 2,700,000 2,700,000
32,632,814 32,652,087

CURRENT LIABILITIES
Short-term borrowings 3,288,020 2,737,976
Current portion of long-term debt 38,449 38,257
Accounts payable 785,398 738,723
Dividends payable 655,756 653,082
Accrued taxes 17,240 28,736
Advance water revenues 26,700 28,030
Accrued interest 678,164 678,164
Other accrued expenses 618,055 591,311
Total Current Liabilities 6,107,782 5,494,279

DEFERRED CREDITS
Customers' advances for construction 18,306,142 17,684,840
Contributions in aid of construction 12,190,501 12,193,101
Deferred income taxes 11,133,469 10,488,787
Deferred regulatory liabilities 931,374 942,119
Deferred employee benefits _1,771,789 1,736,466
44,333,275 43,045,313


$120,826,504 $118,408,387











THE YORK WATER COMPANY

Statements of Income




(Unaudited) (Unaudited)
Three Months Ended Six Months Ended
June 30 June 30_____
2003 2002 2003 2002

WATER OPERATING REVENUES
Residential $3,032,814 $2,884,107 $5,911,448 $5,651,717
Commercial and industrial 1,378,640 1,370,445 2,619,113 2,662,722
Other __636,220 621,753 1,275,053 1,241,500
5,047,674 4,876,305 9,805,614 9,555,939

OPERATING EXPENSES
Operation and maintenance 1,181,024 1,160,122 2,283,050 2,189,936
Administrative and general 990,372 1,130,658 2,128,050 2,107,359
Depreciation 444,668 415,874 889,336 831,747
Taxes other than income taxes 217,521 __187,456 424,294 369,759
2,833,585 2,894,110 5,724,730 5,498,801

Operating Income 2,214,089 1,982,195 4,080,884 4,057,138


INTEREST EXPENSE AND OTHER INCOME
Interest on long-term debt 689,819 689,914 1,379,662 1,379,852
Interest on short-term debt 17,675 16,026 34,140 31,305
Allowance for funds used during
Construction (62,341) (31,193) (113,233) (55,044)
Other income, net (28,245) _(157,325) __55,586 (83,995)
616,908 517,422 1,356,155 1,272,118

Income before income taxes 1,597,181 1,464,773 2,724,729 2,785,020

Federal and state income taxes __547,560 543,839 __917,538 988,639

Net Income $1,049,621 $ 920,934 $1,807,191 $1,796,381


Basic Earnings Per Share. $0.16 $0.15 $0.28 $0.28

Cash Dividends Per Share $0.13 $0.13 $0.27 $0.26








THE YORK WATER COMPANY

Statements of Shareholders' Investment












Earnings
Retained
Common in the
Stock Business


Balance, December 31, 2002 $32,331,176 $4,885,532

Net Income 1,807,191

Dividends (1,720,456)

Issuance of common stock under
dividend reinvestment plan 408,656

Issuance of common stock under
employee stock purchase plan ____40,534 _________

Balance, June 30, 2003 $32,780,366 $4,972,267







THE YORK WATER COMPANY
Statements of Cash Flows



(Unaudited) (Unaudited)
Six Months Six Months
Ended Ended
June 30, 2003 June 30, 2002
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $1,807,191 $1,796,381
Adjustments to reconcile net income to
net cash provided by operating activities
Depreciation 889,336 831,747
Provision for losses on accounts receivable 65,000 65,000
Increase in deferred income taxes (including
regulatory assets and liabilities) 457,270 621,249
Changes in assets and liabilities:
Increase in accounts receivable (136,647) (8,301)
Increase in recoverable income taxes (39,796) (45,326)
Increase in materials and supplies (71,954) (22,248)
Decrease (Increase) in prepaid expenses and prepaid
pension costs 268,513 (186,537)
Increase in accounts payable, accrued
expenses, other liabilities and deferred employee
benefits 110,086 633,203
Decrease in accrued interest and taxes (11,496) (507,622)
Increase in other assets (68,938) (260,350)
Net cash provided by operating activities 3,268,565 2,917,196


CASH FLOWS FROM INVESTING ACTIVITIES:
Construction expenditures (3,152,852) (2,918,075)
Customers' advances for construction and
contributions in aid of construction 618,702 414,117
Decrease in notes receivable ____5,888 239,130
Net cash used in investing activities (2,528,262) (2,264,828)

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of long term debt (19,081) (18,891)
Net borrowings under line-of-credit agreements 550,044 490,392
Issuance of common stock under dividend
reinvestment plan 408,656 388,240
Issuance of common stock under employee stock
purchase plan 40,534 32,601
Dividends (1,720,456) (1,642,157)
Net cash used in financing activities (740,303) (749,815)

Net decrease in cash and cash equivalents - (97,447)
Cash and cash equivalents at beginning of period _______- 97,447

Cash and cash equivalents at end of period $ - $ -

Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest, net of amounts capitalized $1,302,173 $1,354,325
Income taxes 260,334 872,037





THE YORK WATER COMPANY

Notes to Interim Financial Statements




1. Interim Financial Information

The interim financial statements are unaudited but, in the opinion of
management, reflect all adjustments of a normal recurring nature
necessary for a fair presentation of results for such periods. These
financial statements should be read in conjunction with the financial
statements and notes thereto contained in the Company's Annual Report
to Shareholders for the year ended December 31, 2002.

Operating results for the three month and six month periods ended June
30, 2003, are not necessarily indicative of the results that may be
expected for the year ending December 31, 2003.


2. Basic Earnings Per Share

Basic earnings per share for the six months ended June 30, 2003 and 2002
were based on weighted average shares outstanding of 6,373,419 and
6,317,385, respectively.

Since there are no common stock equivalents, there is no required
Calculation for diluted earnings per share.

3. As a result of the Company's recently approved rate case on June 26, 2003,
and in accordance with SFAS No. 71, $173,940 ($86,970 from the first
quarter) in pension expenses were reclassified to regulatory assets
during the second quarter of 2003. SFAS No. 71 stipulates generally
accepted accounting principles for companies whose rates are established
by or are subject to approval by an independent third-party regulator.
In accordance with SFAS No. 71, costs are deferred on the balance sheet
as regulatory assets and liabilities when it is probable that these costs
and credits will be recognized in the rate-making process in a period
different from when the costs and credits were incurred. These deferred
amounts are then recognized in the income statement in the same period
that they are reflected in rates charged for water service.







THE YORK WATER COMPANY


Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations


Forward-looking Information

Certain statements contained herein and elsewhere in this Form 10-Q which are
not historical facts are forward-looking statements under Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. These forward-looking statements address among other
things: various federal and state regulations concerning water quality and
environmental standards; the adequacy of approved rates to allow for a fair
rate of return on the investment in utility plant; the timeliness of rate
relief; quantity of rainfall and temperature; industrial demand; financing
costs; energy rates; and environmental and water quality regulations, as well
as information contained elsewhere in this report preceded by, followed by, or
including the words "believes," "expects," "anticipates," "plans," or similar
expressions.

The statements are based on a number of assumptions concerning future events,
many of which are outside the Company's control. The Company cautions that a
number of important factors could cause the actual results to differ materially
from those expressed in any forward-looking statements made on behalf of the
Company. The Company undertakes no obligation to update or revise forward-
looking statements, whether as a result of new information, future events or
otherwise.


Results of Operations

Three Months Ended June 30, 2003 Compared
with Three Months Ended June 30, 2002

Net income for the second quarter of 2003 was $1,049,621, an increase of
$128,687, or 14.0%, compared to the same period of 2002.

Water operating revenues for the three months ended June 30, 2003 increased
$171,369, or 3.5%, compared to the three months ended June 30, 2002. The
increase resulted primarily from an increase in total customers since June 30,
2002.

Operating expenses for the second quarter of 2003 decreased $60,525, or 2.1%,
compared to the second quarter of 2002. The primary reason for the decrease was
lower prepaid pension expense in the amount of $157,000. Higher depreciation
expense, higher health and general insurance premiums and higher contractual
fees amounting to $97,000 partially offset the decrease.

Allowance for funds used during construction for the second quarter 2003
increased $31,148, or 99.9%, when compared to second quarter 2002. Capitalized
interest on the costs associated with the Susquehanna River project accounts
for the increase.




THE YORK WATER COMPANY






Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations

Results of Operations (Continued)

Other income, net decreased by $129,080 during the second quarter 2003 compared
to second quarter 2002, due to an increase in supplemental retirement expenses
in the amount of $148,000 caused by a decrease in the discount rate provided by
our pension actuary and used in the present value calculations. An increase in
interest income on water district notes receivable amounting to $33,000
partially offset the decrease.

Six Months Ended June 30, 2003 Compared
with Six Months Ended June 30, 2002

Net income for the first half of 2003 was $1,807,191, an increase of $10,810,
or 0.6%, compared to the first half of 2002.

Water operating revenues for the year-to-date period ended June 30, 2003
increased $249,675, or 2.6%, compared to the same period in 2002. The
increase resulted primarily from an increase of 804 customers since June 30,
2002 and the distribution surcharge which was collected from all customers
during the first half of 2003 for infrastructure improvements.

Operating expenses for the first six months of 2003 increased $225,929, or
4.1%, compared to the first six months of 2002. Higher depreciation, postage,
insurance, and property tax expenses in the amount of $164,000 were the main
reasons for the increase. Reduced pumping station maintenance and shareholder
expenses amounting to $77,000 partially offset the increase.

Allowance for funds used during construction for 2003 increased $58,189, or
105.7%, when compared to 2002. Capitalized interest on the costs associated
with the Susquehanna River project accounts for the increase.

Other income, net decreased by $139,581 in 2003 compared to 2002 due to a
$133,000 increase in supplemental retirement expenses caused by a decrease in
the discount rate provided by our pension actuary and used in the present value
calculations. An increase in interest income on water district notes
receivable of $15,000 partially offset the decrease.

Federal and state income taxes decreased $71,101 or 7.2%, due to lower taxable
income. The effective tax rate was 33.7% for the first half 2003 compared
with 35.5% for the first half 2002.

Rate Developments


Within the last several years, the Company has filed written applications for
rate increases with the Pennsylvania Public Utility Commission (PPUC) and has
been granted rate relief as a result of such requests. The most recent request
was filed on January 24, 2003 seeking a $2,808,000 or 13.7% rate increase.
Effective June 26, 2003, the PPUC authorized an increase in rates designed to
produce approximately $1,725,000 in additional annual operating revenues, an
increase of 8.5%. The Company plans to file its next rate increase request on
or after March 31, 2004.




THE YORK WATER COMPANY


Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations


Liquidity and Capital Resources

During the first half of 2003, the Company had $3,152,852 of construction
expenditures. The Company financed such expenditures through internally
generated funds, customers' advances, short-term borrowings, and proceeds from
the issuance of common stock under its dividend reinvestment plan (stock issued
in lieu of cash dividends) and employee stock purchase plan. The Company
anticipates construction expenditures of approximately $13,275,000 for the
second half of 2003, and will finance these expenditures in the same manner as
the first half of 2003.

During the first six months of 2003, net cash used in investing and financing
activities equaled net cash provided by operating activities. The Company
anticipates that during the remainder of 2003 net cash used in investing and
financing activities will again equal cash provided by operating activities.
Borrowings against the Company's lines of credit, proceeds from the issuance
of common stock under its dividend reinvestment plan (stock issued in lieu of
cash dividends) and employee stock purchase plan, and customers' advances are
expected to be used to satisfy the need for additional cash.

As of June 30, 2003, current liabilities exceeded current assets by
$2,196,000. Short-term borrowings from lines of credit as of June 30, 2003
were $3,288,000. The Company maintains lines of credit aggregating
$21,500,000. Loans granted under these lines of credit bear interest based
on the prime or LIBOR rates plus 1 to 1.25%. All lines of credit are
unsecured and payable upon demand. The Company is not required to maintain
compensating balances on its lines of credit.

The permitting process for the Company's pipeline to the Susquehanna River
continued through the first half of 2003. The Company's petition to reclassify
Lake Redman from a cold water fishery to a warm water fishery is in the final
rulemaking stage. The Company expects a favorable final ruling in October or
November 2003 and a discharge permit after the Environmental Protection Agency
approval 30-45 days later. This rulemaking affects only the discharge of water
from the Susquehanna River into Lake Redman.

Our water allocation permit was recently approved by the Federal Energy
Regulatory Commission. We are now waiting for Department of Environmental
Protection and York County Conservation District Erosion and Sediment Control
Program approval in order to begin construction in late August or early
September 2003.


The engineering phase for the design of the intake, the pump station, and the
first mile of pipeline is complete. The entire project cost is estimated at
$22 million and will be financed through a combination of debt and stock
issues.








THE YORK WATER COMPANY


Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations

Off-Balance Sheet Transactions

The Company does not use off-balance sheet transactions, arrangements or
obligations that may have a material current or future effect on financial
condition, results of operations, liquidity, capital expenditures, capital
resources or significant components of revenues or expenses. The Company does
not use securitization of receivables or unconsolidated entities. The Company
does not engage in trading or risk management activities, has no lease
obligations, and does not have material transactions involving related parties.


Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company does not use derivative financial instruments for speculative
trading purposes. The Company's operations are exposed to market risks
primarily as a result of changes in interest rates. This exposure to these
market risks relates
to the Company's debt obligations under its lines of credit. Loans granted
under these lines bear interest based upon the prime rate or LIBOR plus 1 to
1.25 percent. The Company has not entered into financial instruments such as
interest rate swaps or interest rate lock agreements.


The Company's 4.40% Industrial Development Authority Revenue Refunding Bonds
Series 1994 have a mandatory tender date of May 15, 2004. The 6% Series 1995
bonds have a mandatory tender date of June 1, 2005. The Company is required to
purchase any unremarketed 1994 and 1995 bonds, despite the rate.



Item 4. Controls and Procedures

The Company's management, with the participation of the Company's President and
Chief Executive Officer and Chief Financial Officer, evaluated the Company's
disclosure controls and procedures as of the end of the period covered by this
quarterly report. Based upon this evaluation, the Company's President and
Chief Executive Officer along with the Company's Chief Financial Officer
concluded that the Company's disclosure controls and procedures have been
designed and are functioning effectively to provide reasonable assurance that
the information required to be disclosed by the Company in reports filed under
the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms. The
Company believes that a controls system, no matter how well designed and
operated, cannot provide absolute assurance that the objectives of the controls
system are met, and no evaluation of controls can provide absolute assurance
that all control issues and instances of fraud, if any, within a company have
been detected.

No change in the Company's internal control over financial reporting occurred
during the Company's most recent fiscal quarter that has materially affected,
or is reasonably likely to materially affect, the Company's internal control
over financial reporting.





THE YORK WATER COMPANY

Part II - Other Information



Item 4. Submission of Matters to a Vote of Security Holders


The Annual Meeting of the Shareholders of The York Water Company was convened
May 5, 2003 at the Yorktowne Hotel, 48 East Market Street, in the City of York,
Pennsylvania, at 1:00 P.M. for the purpose of taking action upon the following
proposals:


(1) To elect three (3) Directors to three-year terms of office.


The actions taken by the Shareholders concerning the election of Directors are
as follows:

George Hay Kain III George W. Hodges Michael W. Gang

For election 4,825,001 4,842,026 4,487,332
Shares withheld 100,986 83,962 438,656

The following Directors' terms of office continued after the Annual Meeting.

John L. Finlayson Irvin S. Naylor
Chloe R. Eichelberger William T. Morris
Thomas C. Norris Jeffrey S. Osman


(2) To appoint Stambaugh Ness, PC as independent accountants to audit the
(3) financial statements of the Company for the year 2003.


The actions taken by the Shareholders concerning the appointment of Stambaugh
Ness, PC independent accountants are as follows:

For Approval 4,897,886
Against Approval 12,949
Abstaining From Voting 15,152


Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

31.1 - Certification of Chief Executive Officer, pursuant to Rule
13a-14(a) under the Securities Exchange Act of 1934.

31.2 - Certification of Chief Financial Officer, pursuant to Rule
13a-14(a) under the Securities Exchange Act of 1934.





THE YORK WATER COMPANY

Part II - Other Information



Item 6. Exhibits and Reports on Form 8-K (Continued)


32.1 - Certification of Chief Executive Officer, pursuant to 18
U.S.C. Section 1350

32.2 - Certification of Chief Financial Officer, pursuant to 18
U.S.C. Section 1350


(b) Reports on Form 8-K

On May 13, 2003, the Company filed a Form 8-K reporting earnings
for the first quarter of 2003.

On May 16, 2003, the Company filed a Form 8-K announcing that a
settlement of the rate case was filed with the PPUC.

On July 7, 2003, the Company filed a Form 8-K announcing the
approval of the rate case settlement by the PPUC.




EXHIBIT 31.1
CERTIFICATION OF PURSUANT TO RULE 13a - 14(a)


I, Jeffrey S. Osman, certify that:

I have reviewed this quarterly report on Form 10-Q of The York Water
1.

Company;

2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures, (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;

b) {Paragraph omitted in accordance with SEC transition instructions
contained in SEC Release 34-47986};

c) evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and

d) disclosed in this quarterly report any change in the registrant's
internal control over financial reporting that occurred during the
registrant's most recent fiscal quarter that has materially affected, or
is reasonably likely to materially affect, the registrant's internal
control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting to the registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.






Date: August 11, 2003 /S/Jeffrey S. Osman
Jeffrey S. Osman
President and CEO



EXHIBIT 31.2
CERTIFICATION OF PURSUANT TO RULE 13a - 14(a)


I, Kathleen M. Miller, certify that:

1. I have reviewed this quarterly report on Form 10-Q of The York Water
Company;

2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures, (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;

b) {Paragraph omitted in accordance with SEC transition instructions
contained in SEC Release 34-47986};

c) evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and

d) disclosed in this quarterly report any change in the registrant's
internal control over financial reporting that occurred during the
registrant's most recent fiscal quarter that has materially affected, or
is reasonably likely to materially affect, the registrant's internal
control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting to the registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.






Date: August 11, 2003 /S/Kathleen M. Miller
Kathleen M. Miller
Chief Financial Officer




THE YORK WATER COMPANY


SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.




THE YORK WATER COMPANY




/S/Jeffrey S. Osman
Jeffrey S. Osman
Principal Executive Officer

Date: August 11, 2003




/S/Kathleen M. Miller
Kathleen M. Miller
Principal Financial and
Accounting Officer

Date: August 11, 2003






EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350



In connection with the Quarterly Report of The York Water Company on Form
10-Q for the period ending June 30, 2003 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Jeffrey S. Osman,
Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section
1350, that:

(1) The Report fully complies with the requirements of Section 12 (a) of
the Securities Exchange Act of 1934 (15 U.S.C. 78m (a); and

(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.



THE YORK WATER COMPANY



/S/Jeffrey S. Osman
Jeffrey S. Osman
Chief Executive Officer

Date: August 11, 2003



















EXHIBIT 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350



In connection with the Quarterly Report of The York Water Company on Form
10-Q for the period ending June 30, 2003 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Kathleen M. Miller,
Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section
1350, that:

(3) The Report fully complies with the requirements of Section 12 (a) of
the Securities Exchange Act of 1934 (15 U.S.C. 78m (a)); and

(4) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.



THE YORK WATER COMPANY



/S/Kathleen M. Miller
Kathleen M. Miller
Chief Financial Officer

Date: August 11, 2003