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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
Commission file number 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 17405
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (717) 845-3601
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class Which Registered
None
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, NO PAR VALUE
(Title of Class)
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 check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X
The aggregate market value of the Common Stock, no par value,
held by nonaffiliates of the registrant (based on the bid price
of such stock) on February 11, 1999 was $56,242,253.
As of February 11, 1999 there were 2,979,722 shares of Common
Stock, no par value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the 1998 Annual Report to Shareholders are
incorporated by reference into Part II.
Portions of the Proxy Statement for the Company's 1999 Annual
Meeting of Shareholders are incorporated by reference into Part
III.
PART I
Item 1. Business.
FORWARD-LOOKING STATEMENTS
This annual report on Form 10-K contains certain forward-
looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, including
statements made with respect to the results of operations
and businesses of the Company. Words such as "may,"
"should," "believe," "anticipate," "estimate," "expect,"
"intend," "plan" and similar expressions are intended to
identify forward-looking statements. These forward-
looking statements are based upon management's current
plans, expectations, estimates and assumptions and are
subject to a number of risks and uncertainties that could
significantly affect current plans, anticipated actions
and the Company's financial condition and results of
operations. Factors that may cause actual results to
differ materially from those discussed in such forward-
looking statements include, among others, the following
possibilities: (i) weather conditions, particularly the
amount of rainfall; (ii) the level of commercial and
industrial business activity within the Company's service
territory; (iii) construction of new housing within the
Company's service territory; (iv) governmental
regulations affecting the Company's rates and service
obligations; (v) general economic and business conditions
which are less favorable than expected; and (vi) the
Company's year 2000 issues plan. The Company does not
intend to update these cautionary statements.
(a) General development of business.
The Company is a corporation duly organized under the laws of the
Commonwealth of Pennsylvania in 1816.
(b) Financial information about industry segments.
The Company operates in only one segment, the impounding,
purification and distribution of water.
(c) Narrative description of business.
The business of the Company is to impound, purify and distribute
water. The Company operates entirely within its franchised
territory located in York County, Pennsylvania. The Company is
regulated by the Pennsylvania Public Utility Commission (PPUC) in
the areas of billing, payment procedures, dispute processing,
terminations, service territory, and rate setting. The Company
must obtain PPUC approval before changing any of the
aforementioned procedures. Water service is supplied through the
Company's own distribution system to the City of York, the
Boroughs of North York, West York, Manchester, Mount Wolf, New
Salem, Hallam, Jacobus, Loganville, Yorkana, Seven Valleys, East
Prospect, Jefferson, Glen Rock, New Freedom, Railroad,
Shrewsbury, Spring Grove and portions of the Townships of
Manchester, East Manchester, West Manchester, North Codorus,
Shrewsbury, North Hopewell, Hopewell, Springettsbury, Spring
Garden, Conewago, Newberry, Springfield, York, Hellam, Windsor,
Lower Windsor, Codorus and Jackson. The Company obtains its
water supply from the south branch and east branch of the Codorus
Creek which drains an area of approximately 117 square miles.
The Company's present average daily consumption is 19,488,000
gallons, and its present safe daily yield is 29,900,000 gallons.
The Company's service territory has an estimated population of
142,000. Territory expansion during 1998 included: the
completion of developer-financed water main to Southern York
County, finalization of an agreement to sell bulk water to New
Freedom Borough, preparation of plans for construction of water
mains to Railroad Borough, and commencement of the approval
process to add Conewago Township to our service territory.
Industry of the Company's service territory is diversified,
manufacturing such items as fixtures and furniture, electrical
machinery, food products, paper, ordnance, textile products, air
conditioning, barbells, etc. In the area served by the Company
under the supervision of the PPUC there are no competitors.
An internal evaluation of adding an additional source of supply
was conducted during 1998. Available options were analyzed and
turned over to an external source for further analysis and
costing. A prior study indicated that no new source of supply
would be required before the year 2020. The Company expects that
one new tank site may be needed, but no new booster stations will
be required within the next five years.
The Company's business is somewhat dependent on weather
conditions, particularly the amount of rainfall; however, minimum
customer charges are in place so the Company is able to cover
fixed costs of operations.
New requirements under the Safe Drinking Water Act caused the
Company to incur $22,752 and $44,520 in 1997 and 1998,
respectively, for water analysis fees. Additional costs of
$16,286 to provide an annual drinking water quality report
required in 1999 by the Safe Drinking Water Act were incurred.
The Company's business does not require large amounts of working
capital and is not dependent upon any single customer or a very
few customers. Operating revenue is derived from the following
sources and in the following percentages: residential, 58%;
commercial and industrial, 31%; other, 11%. The Company
presently has 89 employees.
During the last five years ended in 1998, the Company has
maintained an increasing growth in number of customers and
distribution facilities as shown by the following chart:
1998 1997 1996 1995 1994
Average daily
consumption
(gallons
per day) 19,488,000 19,405,000 18,593,000 19,657,000 19,660,000
Miles of mains
at year end 671 655 641 622 597
Distribution
mains
installed
(ft.) 85,431 77,274 78,619 84,515 91,087
Number of
customers 47,173 46,458 45,800 44,879 43,830
Population
served 142,000 140,700 143,000 140,000 136,000
During 1998, the per capita volume of water sold did not
significantly change compared to 1997. The Company does not
anticipate any change in the level of water usage which would
have a material impact on future results of operations.
Item 2. Properties.
The accounting and executive offices of the Company are located
in two two-story brick and masonry buildings, containing
approximately 21,861 square feet of floor space, at 124 and 130
East Market Street, York, Pennsylvania.
The Company has two impounding dams located in York and
Springfield Townships adjoining the Borough of Jacobus to the
south. The lower dam is constructed of compacted earth with a
concrete core wall and is 660 feet long and 50 feet high and
creates a reservoir covering approximately 220 acres containing
about 1,150,000,000 gallons of water. About 800 acres
surrounding the reservoir are planted with more than 1,200,000
evergreen trees to protect the area both from pollution and also
from soil erosion which might otherwise fill the reservoir with
silt. The upper dam is constructed of compacted earth and is
1,000 feet long and 50 feet high and creates a reservoir covering
approximately 290 acres containing about 1,600,000,000 gallons of
water. About 600 acres surrounding the reservoir are planted
with grass to protect the area both from pollution and also from
soil erosion which might otherwise fill the reservoir with silt.
The Company's main pumping station is located in Spring Garden
Township on the south branch of the Codorus Creek about 1,500
feet upstream from its confluence with the west branch of the
Codorus Creek and about four miles downstream from the Company's
lower impounding dam. The pumping station presently houses
pumping equipment consisting of three electrically driven
centrifugal pumps and two diesel-engine driven centrifugal pumps
with a combined pumping capacity of 75,000,000 gallons per day.
From here, raw water is pumped approximately two miles to the
filtration plant through pipes located on a right-of-way owned by
the Company.
The Company's filtration plant is located in Spring Garden
Township about one-half mile south of the City of York. Water at
this plant is filtered through 12 dual media filters having a
stated capacity of 31,000,000 gallons per day and being capable
of filtering 46,500,000 gallons per day for short periods if
necessary. Based on an average daily consumption in 1998 of
19,488,000 gallons, the pumping and filtering facilities are
adequate to meet present and anticipated demands.
Clear water reservoirs of the Company which are located in Spring
Garden Township adjacent to the filtration plant are capable of
storing up to 32,000,000 gallons of water, and there are
standpipes located throughout the Company's service area capable
of storing another 18,740,000 gallons of clear water.
The Company's distribution center and material and supplies
warehouse are located at 1801 Mt. Rose Avenue, Springettsbury
Township. There are two one-story concrete block buildings
having 26,680 square feet of area.
The distribution system of the Company has approximately 671
miles of main water lines.
All of the Company's properties listed above are held in fee by
the Company. There are no encumbrances.
In addition, the Company has entered into a "Joint Use and Park
Management Agreement" dated December 29, 1976, with the County of
York, Pennsylvania, whereby the Company has licensed its present
reservoir lands and waters, comprised of approximately 1,175
acres and including two lakes, to the County of York for fifty
(50) years for county park purposes.
York County has, in return, agreed not to erect a dam upstream on
the east branch of the Codorus Creek and to waive flood damages
to the County's Spring Valley Tract of park lands if, as planned,
the Company builds a third dam around the year 2020. The Company
and its customers are thereby assured of a future reservoir site
at reasonable expense.
Year 2000
This statement constitutes a year 2000 readiness disclosure by
The York Water Company, under the Year 2000 Information and
Readiness Disclosure Act.
The Company is aware of the issues associated with the
programming code in existing computer systems as the millennium
(year 2000) approaches. The "year 2000" issue is pervasive and
complex as virtually every computer operation will be affected in
some way by the rollover of the two digit year value to 00. The
issue is whether computer systems will properly recognize date
sensitive information when the year changes to 2000. Systems
that do not properly recognize such information could generate
erroneous data or cause a system to fail.
The Company has done an inventory of programs and has developed a
plan, including a timetable, for solving and testing year 2000
issues.
The Company has identified three areas that do have year 2000
compliance issues: Accounting, communications and embedded
technology.
As far as accounting, the Company will be replacing all of its
current software. The software upgrade is approximately 50%
complete and is expected to be completely installed by the end of
second quarter 1999. This will allow for testing and adjustments
to be made through the remainder of 1999. Current software will
be used in the event something unanticipated occurs with the
software upgrade.
The Company's electronic communications review has been completed
and all necessary changes have been made. Only slight
modifications were required.
In the area of embedded technology, the Company is working with
the manufacturers of all our time-sensitive equipment to make
sure the date field in the software has been located and updated
to accept a four-digit date. The Company has identified filter
plant control units, PC's, burglar alarms, and the check encoder
as some of the items to be addressed for year 2000 problems. The
Company expects to solve problems and test solutions in this area
by the end of March 1999.
As of December 1998, the Company incurred costs of approximately
$37,000, and estimates total costs of year 2000 remediation
efforts to reach $80,000.
While the Company anticipates that critical vendors and suppliers
will be year 2000 compliant, contingency plans will be put in
place so that water service to customers will not be interrupted.
In one of our most critical areas, energy, the Company already
has emergency power generators installed as backups at most
locations. Those locations which currently have no emergency
backup, will have alternate energy sources by the year 2000.
Item 3. Legal Proceedings.
There are no material legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted to a vote of the security holders during
the fourth quarter of the fiscal year covered by this report.
PART II
Item 5. Market for the Registrant's Common Stock and Related
Security Holder Matters.
The information set forth under the caption "Security Market and
Dividends" of the 1998 Annual Report to Shareholders is
incorporated herein by reference.
Item 6. Selected Financial Data.
The information set forth under the caption "Highlights of Our
183rd Year" of the 1998 Annual Report to Shareholders is
incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
The information set forth under the caption "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" of the 1998 Annual Report to Shareholders is
incorporated herein by reference.
"Safe Harbor" Statements under the U. S. Private Securities
Litigation Reform Act of 1995: Some statements in the 1998
Annual Report are forwardlooking and actual results may differ
materially from those stated. In addition to the factors
discussed, among the other factors that may affect actual results
are water demand and supply, the effect of economic conditions,
interest-rate movements, and technological difficulties and
changes in governmental regulations, including those of the
Pennsylvania Public Utilities Commission. Investors are also
directed to consider other risks and uncertainties discussed in
documents filed by the Company with the Securities and Exchange
Commission.
Item 7A. Quantitative and Qualitative Disclosures About Market
Risk.
The Company's 4.75% Industrial Development Authority Revenue
Refunding Bonds Series 1994 have mandatory tender dates of May
15, 1999 and May 15, 2004. The 5% Series 1995 bonds have
mandatory tender dates of June 1, 2000 and June 1, 2005. The
Company is required to purchase any unremarketed 1994 and 1995
bonds, despite the rate.
Item 8. Financial Statements and Supplementary Data.
The following financial statements set forth in the 1998 Annual
Report to Shareholders are incorporated herein by reference:
Balance Sheets as of December 31, 1998
and 1997 Page 10
Statements of Income for Years Ended December 31,
1998, 1997 and 1996 Page 11
Statements of Shareholders' Investment for Years
Ended December 31, 1998, 1997 and 1996 Page 11
Statements of Cash Flows for Years Ended
December 31, 1998, 1997 and 1996 Page 12
Notes to Financial Statements Page 13
Independent Auditors' Report Page 19
Except for the above financial data and the information specified
under Items 5, 6 and 7 of this report, the 1998 Annual Report to
Shareholders is not deemed to be filed as part of this report.
Selected quarterly financial data are not presented because the
Company does not meet the tests set forth in Item 302 (a)(5) of
Regulation S-K.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
There were no changes in or disagreements with accountants on
accounting and financial disclosure.
PART III
Item 10. Directors and Executive Officers of the Registrant.
The information set forth under the captions "Election of
Directors" and "Section 16(a) Beneficial Ownership Reporting
Compliance" of the Proxy Statement issued pursuant to Regulation
14A for the Company's 1999 Annual Meeting of Shareholders to be
held May 3, 1999 is incorporated herein by reference.
Item 11. Executive Compensation.
The information set forth under the caption "Compensation of
Directors and Executive Officers" of the Proxy Statement issued
pursuant to Regulation 14A for the Company's 1999 Annual Meeting
of Shareholders to be held May 3, 1999 is incorporated herein by
reference.
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
The information set forth under the caption "Voting Securities
and Principal Holders Thereof" of the Proxy Statement issued
pursuant to Regulation 14A for the Company's 1999 Annual Meeting
of Shareholders to be held May 3, 1999 is incorporated herein by
reference.
Item 13. Certain Relationships and Related Transactions.
The information set forth under the caption "Compensation
Committee Interlocks and Insider Participation" of the Proxy
Statement issued pursuant to Regulation 14A for the Company's
1999 Annual Meeting of Shareholders to be held May 3, 1999 is
incorporated herein by reference.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K.
(a) Certain documents filed as a part of the Form 10-K.
The financial statements set forth under Item 8 of this Form
10-K.
Schedule Schedule Page
Number Description Number
II Valuation and Qualifying Accounts 8
The report of the Company's independent auditors with respect to
the financial statement schedule appears on page 7.
All other financial statements and schedules not listed have been
omitted since the required information is included in the
financial statements or the notes thereto, or is not applicable
or required.
The exhibits are set forth in the Index to Exhibits shown on
pages 10, 11 and 12.
(b) Reports on Form 8-K.
No reports on Form 8-K have been filed during the last quarter of
the period covered by this report.
INDEPENDENT AUDITORS' REPORT
To the Shareholders and Board of Directors of The York Water
Company:
Under date of February 12, 1999, we reported on the balance
sheets of The York Water Company as of December 31, 1998 and
1997, and the related statements of income, shareholders'
investment, and cash flows for each of the years in the
three-year period ended December 31, 1998, as contained in the
1998 annual report to shareholders. These financial statements
and our report thereon are incorporated by reference in the
annual report on Form 10-K for the year 1998. In connection with
our audits of the aforementioned financial statements, we also
audited the related financial statement schedule as listed in
Item 14(a). This financial statement schedule is the
responsibility of the Company's management. Our responsibility
is to express an opinion on this financial statement schedule
based on our audits.
In our opinion, such financial statement schedule, when
considered in relation to the basic financial statements taken as
a whole, presents fairly, in all material respects, the
information set forth therein.
KPMG LLP
Harrisburg, Pennsylvania
February 12, 1999
THE YORK WATER COMPANY
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS
FOR THE THREE YEARS ENDED DECEMBER 31, 1998
Additions Charged to
Balance
at Costs Balance
beginning and Recov- Deduc- at End
of Year Expenses eries tions of Year
FOR THE YEAR
ENDED
DECEMBER 31,
1998:
Reserve for
uncollectible
accounts $110,000 $103,957 $7,115 $101,072 $120,000
FOR THE YEAR
ENDED
DECEMBER 31,
1997:
Reserve for
uncollectible
accounts $90,000 $97,923 $5,043 $82,966 $110,000
FOR THE YEAR
ENDED
DECEMBER 31,
1996:
Reserve for
uncollectible
accounts $90,000 $73,201 $ - $73,201 $ 90,000
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
(Registrant)
Dated: March 26, 1999 By:/s/ William T. Morris
William T. Morris, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the
dates indicated.
By: /s/ William T. Morris By: /s/ Jeffrey S. Osman
William T. Morris Jeffrey S. Osman
(Principal Executive and (Principal Accounting Officer)
Financial Officer and Director)
Dated: March 26, 1999 Dated: March 26, 1999
Directors: Date
By: /s/
Irvin S. Naylor
(Chairman)
By: /s/ Horace Keesey III March 26, 1999
Horace Keesey III
By: /s/
Chloe Eichelberger
By: /s/ Paul W. Ware March 26, 1999
Paul W. Ware
By: /s/ John L. Finlayson March 26, 1999
John L. Finlayson
By: /s/
Frank Motter
By: /s/ George Hay Kain, III March 26, 1999
George Hay Kain, III
By: /s/ Michael W. Gang March 26, 1999
Michael W. Gang
INDEX TO EXHIBITS
Page Number of
Exhibit Exhibit Incorporation
Number Description By Reference
3 Amended and Restated
Articles of Incorporation Incorporated herein
by reference. Filed
previously with the
Securities and
Exchange Commission
as Exhibit 4.1 to
Amendment No. 1 to
Form S-3 dated June
12, 1997 (File No.
33-81246).
3.1 By-Laws Incorporated herein
by reference. Filed
previously with the
Securities and
Exchange Commission
as Exhibit 4.2 to
Form S-3 dated July
1, 1996 (File No.
333-7307).
4.1 Optional Dividend
Reinvestment Plan Incorporated herein
by reference. Filed
previously with the
Securities and
Exchange Commission
as the Prospectus
included in
Amendment No. 1 to
Form S-3 dated June
12, 1997 (File No.
33-81246).
4.6 Note Agreement Relative Incorporated herein by
to the $6,000,000 10.17% reference. Filed
Senior Notes, Series A previously with the
and $5,000,000 9.60% Securities and Exchange
Senior Notes, Series B Commission as Exhibit
dated January 2, 1989 4.5 to the Company's
1989 Form 10-K.
4.8 Note Agreement Relative Incorporated herein by
to the $6,500,000 10.05% reference. Filed previously
Senior Notes, Series C with the Securities and
dated August 15, 1990 Exchange Commission as
Exhibit 4.6 to the Company's
1990 Form 10-K.
4.11 Note Agreement Relative Incorporated herein by
to the $7,500,000 8.43% reference. Filed previously
Senior Notes, Series D with the Securities and
dated December 15, 1992 Exchange Commission as
Exhibit 4.7 to the Company's
1992 Form 10-K.
4.12 Fourth Supplemental Incorporated herein by
Acquisition, Financing reference. Filed previously
and Sale Agreement with the Securities and
Relative to the Exchange Commission as
$2,700,000 4.75% Water Exhibit 4.8 to the Company's
Facilities Revenue Quarterly Report Form 10-Q
Refunding Bonds dated for the quarter ended June
February 1, 1994 30, 1994.
4.13 Fifth Supplemental Incorporated herein by
Acquisition, Financing reference. Filed previously
and Sale Agreement with the Securities and
Relative to the Exchange Commission as
$4,300,000 5% Water Exhibit 4.9 to the Company's
Facilities Revenue Quarterly Report Form 10-Q
Refunding Bonds dated for the quarter ended
October 1, 1995 September 30, 1995.
10.1 Articles of Agreement Incorporated herein by
Between The York Water reference. Filed previously
Company and Springetts- with the Securities and
bury Township Relative to Exchange Commission as an
Extension of Water Mains Exhibit to the Company's
dated April 17, 1985 1989 Form 10-K.
10.2 Articles of Agreement Incorporated herein by
Between The York Water reference. Filed previously
Company and Windsor with the Securities and
Township Relative to Exchange Commission as an
Extension of Water Mains Exhibit to the Company's
dated February 9, 1989 1989 Form 10-K.
10.3 Articles of Agreement Incorporated herein by
Between The York Water reference. Filed previously
Company and Windsor with the Securities and
Township, Yorkana Exchange Commission as an
Borough, Modern Trash Exhibit to the Company's
Removal of York, Inc. 1989 Form 10-K.
and Lower Windsor Town-
ship Relative to
Extension of Water Mains
dated July 18, 1989
10.4 Articles of Agreement Incorporated herein by
Between The York Water reference. Filed previously
Company and North Codorus with the Securities and
Township Relative to Exchange Commission as
Extension of Water Mains Exhibit 10.4 to the Company's
dated September 20, 1989 1990 Form 10-K.
10.5 Articles of Agreement Incorporated herein by
Between The York Water reference. Filed previously
Company and York Township with the Securities and
Relative to Extension of Exchange Commission as
Water Mains dated Exhibit 10.5 to the Company's
December 29, 1989 1990 Form 10-K.
11 Common Shares Used in Page 13
Computing Earnings Per
Share
13 1998 Annual Report to Page 14
Shareholders
23 Consent of Independent Page 15
Auditors
27 Financial Data Schedule Page 16
EXHIBIT 11
THE YORK WATER COMPANY
COMMON SHARES USED IN
COMPUTING EARNINGS
PER SHARE
1998 1997 1996 1995 1994
Common shares
outstanding,
beginning of
the year 2,934,782 2,900,524 2,549,496 2,518,736 2,487,268
Weighted average
shares issued in
connection with 1996
stock subscription - - 66,432 - -
Weighted average
shares issued in
connection with the
Employee Stock
Purchase Plan 1,565 1,569 1,744 1,720 1,624
Weighted average
shares issued in
connection with the
Optional Dividend
Reinvestment
Plan 14,938 10,376 9,892 9,924 10,480
2,951,285 2,912,469 2,627,564 2,530,380 2,499,372
All share data has been restated to reflect the June 1997
four-for-one stock split.
EXHIBIT 13
THE YORK WATER COMPANY
1998 ANNUAL REPORT TO SHAREHOLDERS
The York Water Company's 1998 Annual Report to Shareholders is
attached hereto.
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
To the Shareholders and Board of Directors of The York Water
Company:
We consent to incorporation by reference in the registration
statements No. 2-80547 on Form S-3, No. 33-81246 on Form S-3 as
amended, and No. 33-26180 on Form S-8, as amended, of The York
Water Company of our report dated February 12, 1999, relating to
the balance sheets of The York Water Company as of December 31,
1998 and 1997, and the related statements of income,
shareholders' investment, and cash flows for each of the years in
the three-year period ended December 31, 1998, which report
appears in the December 31, 1998 annual report to shareholders
and is incorporated by reference in the annual report on Form
10-K of The York Water Company.
We also consent to incorporation by reference in the registration
statements No. 2-80547 on Form S-3, No. 33-81246 on Form S-3, as
amended, and No. 33-26180 on Form S-8, as amended, of The York
Water Company of our report dated February 12, 1999 relating to
the financial statement schedule as listed in Item 14(a) of the
Company's December 31, 1998 annual report on Form 10-K, which
report appears in such annual report on Form 10-K.
KPMG LLP
Harrisburg, Pennsylvania
March 26, 1999