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 March 31, 2001        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 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       3,052,344 Shares outstanding
                                     as of April 30, 2001



                      THE YORK WATER COMPANY

                  PART I - FINANCIAL INFORMATION


Item 1.  Financial Statements

                          Balance Sheets

                                     (Unaudited)
                                        As Of           As of
                                    Mar. 31, 2001  Dec. 31, 2000


UTILITY PLANT, at original cost     $116,598,778   $114,748,545
Less-Reserve for depreciation         18,757,381     18,314,880
                                      97,841,397     96,433,665

OTHER PHYSICAL PROPERTY:
Less-Reserve for depreciation of
 $84,571 in 2001
 and $80,985 in 2000                     515,828        519,414


CURRENT ASSETS:
Receivables, less reserves of
 $130,000 in 2001 and 2000             2,538,977      2,854,593
Materials and supplies, at cost          433,146        402,770
Prepaid expenses                         237,481        258,236
Deferred income taxes                     88,655         88,655
                                       3,298,259      3,604,254


OTHER LONG-TERM ASSETS:
Prepaid pension cost                   2,214,419      2,178,423
Deferred debt expense                    384,403        394,422
Deferred rate case expense                55,198         46,950
Notes receivable                       1,085,733        985,794
Deferred regulatory assets             8,403,479     10,360,708
Other                                  1,430,832      1,862,977
                                      13,574,064     15,829,274


                                    $115,229,548   $116,386,607




                      THE YORK WATER COMPANY
                          Balance Sheets


                                     (Unaudited)
                                        As Of          As Of
                                    Mar. 31, 2001  Dec. 31, 2000
CAPITALIZATION
Common stock, no par value,
 authorized 31,000,000 shares, out-
 standing 3,052,344 shares in 2001
 and 3,042,733 shares in 2000       $ 29,083,152   $ 28,899,504
Earnings retained in the business      4,267,568      4,226,051
Treasury stock, 38,000 shares in
 2001 and 2000                          (687,800)      (687,800)
                                      32,662,920     32,437,755


LONG-TERM DEBT
1.0% Pennvest Loan, due 2019             718,797        728,220
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
                                      32,718,797     32,728,220

CURRENT LIABILITIES
Short-term borrowings                  3,079,266      2,648,946
Current portion of long-term debt         37,593         37,500
Accounts payable                         806,455      1,168,824
Dividends payable                        581,635        577,914
Accrued taxes                            397,291        165,002
Advance water revenues                    23,846         21,182
Accrued interest                         494,564        678,164
Other accrued expenses                   397,781        466,563
                                       5,818,431      5,764,095


DEFERRED CREDITS
Customers' advances for construction   17,071,578     16,746,170
Contributions in aid of construction   10,157,133     10,157,133
Deferred income taxes                  13,360,824     15,117,013
Deferred regulatory liabilities         1,799,682      1,811,825
Deferred employee benefits              1,640,183      1,624,396
                                       44,029,400     45,456,537

                                     $115,229,548   $116,386,607




                      THE YORK WATER COMPANY

                       Statements of Income


                                  (Unaudited)    (Unaudited)
                                  Three Months   Three Months
                                     Ended          Ended
                                  Mar. 31, 2001  Mar. 31, 2000

WATER OPERATING REVENUES
Residential                        $2,700,543     $2,663,753
Commercial and industrial           1,235,713      1,262,604
Other                                 559,194        574,818
                                    4,495,450      4,501,175


OPERATING EXPENSES
Operation and maintenance             988,892        957,114
Administrative and general            927,181        886,528
Depreciation and amortization         441,689        418,429
Taxes other than income taxes         200,300        335,759
                                    2,558,062      2,597,830

     Operating income               1,937,388      1,903,345

INTEREST EXPENSE AND OTHER INCOME
Interest on long-term debt            690,042        677,060
Interest on interim bank loans         51,176         22,320
Allowance for funds used during
 construction                          (8,607)       (20,203)
Other income, net                      (8,468)       (35,700)
                                      724,143        643,477

     Income before income taxes     1,213,245      1,259,868

Federal and state income taxes        411,045        456,585

     Net income                    $  802,200     $  803,283


Basic Earnings Per Share                $0.26          $0.27

Cash Dividends Per Share                $0.25          $0.24




                      THE YORK WATER COMPANY

              Statements of Shareholders' Investment



                                           Earnings
                                           Retained
                                Common     in the       Treasury
                                Stock      Business      Stock


Balance, December 31, 2000    $28,899,504  $4,226,051  $(687,800)

   Net Income                           -     858,097          -

   Cash Dividends                       -    (760,683)         -

   Issuance of common stock
    under dividend reinvest-
    ment plan                     164,178           -          -

   Issuance of common stock
    under employee stock
    purchase plan                  19,470           -          -


Balance, March 31, 2001       $29,083,152  $4,323,465   (687,800)



                      THE YORK WATER COMPANY
                     Statements of Cash Flows

                                 (Unaudited)     (Unaudited)
                                 Three Months    Three Months
                                    Ended           Ended
                                 Mar. 31, 2001   Mar. 31, 2000
CASH FLOWS FROM OPERATING
 ACTIVITIES:
Net income                         $  802,200      $  803,283
Adjustments to reconcile net
 income to net cash provided
 by operating activities
Depreciation                          441,689         418,429
Provision for losses on accounts
 receivable                            32,500          32,500
Increase in deferred income taxes
 (including regulatory assets and
 liabilities)                         188,897         260,565
Changes in assets and liabilities:
  Decrease in accounts receivable     283,116          56,643
  Decrease in recoverable income
   taxes                                    -           5,702
  (Increase) decrease in materials
   and supplies                       (30,376)         10,890
  (Increase) decrease in prepaid
   expenses and prepaid pension costs (15,241)         16,705
  Decrease in accounts payable,
   accrued expenses, other
   liabilities and deferred employee
   benefits                          (408,979)        (99,982)
  Increase in accrued interest and
   taxes                               48,689         179,190
  Decrease (increase) in other
   assets                             429,433         (21,866)
   Net cash provided by operating
    activities                      1,771,928       1,662,059

CASH FLOWS FROM INVESTING
 ACTIVITIES:
Construction expenditures          (1,841,352)     (1,065,172)
Customers' advances for
 construction and contributions
 in aid of construction               325,408         855,643
Increase in notes receivable          (99,939)       (234,575)
   Net cash used in investing
    activities                     (1,615,883)       (444,104)

CASH FLOWS FROM FINANCING
 ACTIVITIES:
Repayments of long-term debt           (9,330)         (9,343)
Net borrowings (repayments) under
 line-of-credit agreements            430,320        (690,632)
Issuance of common stock under
 dividend reinvestment plan           164,178         179,867
Issuance of common stock under
 employee stock purchase plan          19,470          19,535
Dividends paid                       (760,683)       (717,382)
   Net cash used in financing
    activities                       (156,045)     (1,217,955)
Net increase in cash and cash
 equivalents                                -               -
Cash and cash equivalents at
 beginning of period                        -               -

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                       $  916,565      $  871,334
  Income taxes                         53,897          53,897



                      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, 2000.

    Operating results for the three months ended March 31, 2001
are not necessarily indicative of the results that may be
expected for the year ending December 31, 2001.


2.  Basic Earnings Per Share

    Basic earnings per share for the three months ended March 31,
2001 and 2000 were based on weighted average shares outstanding
of 3,044,387 and 2,999,510, respectively.





                      THE YORK WATER COMPANY


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



Results of Operations


Three Months Ended March 31, 2001 Compared
with Three Months Ended March 31, 2000


Net income for the first three months of 2001 was $802,200, a
decrease of $1,083 or .1% compared to the same period of 2000.

Water operating revenues for the three months ended March 31,
2001 decreased $5,725 or .1% compared to the three months ended
March 31, 2000.  The decrease resulted from lower consumption
primarily by commercial and industrial customers of approximately
10.7%.  Other revenues, including public consumption (schools,
churches, etc.) and fire service also declined during the first
three months of 2001 compared to 2000.  Residential revenues
increased during 2001 compared to 2000 due to an increase in
customers.

Operating expenses for the first three months of 2001 decreased
$39,768 or 1.5% compared to the same period in 2000. Reduced
public utility realty taxes due to a lower tax base and rate, and
lower main and service line maintenance were the primary reasons
for the decrease.  These decreases were partially offset by
increased maintenance associated with pumping and water treatment
equipment and facilities, Nasdaq fees, and increased depreciation
due to plant investment.

Interest on long-term debt increased $12,982 through March 2001
compared to March 2000 due to the remarketing of the 5%
Industrial Development Bonds in July 2000 at a rate of 6%.

Interest on interim bank loans increased $28,856 for the first
three months of 2001 compared to the same period in 2000 due to
an increase in short-term debt outstanding in 2001.  The average
daily short-term debt outstanding in 2001 and 2000 was $3,108,346
and $1,098,856, respectively.

Allowance for funds used during construction for 2001 decreased
$11,596 or 57.4% when compared to 2000.  Interest was capitalized
on large main extension projects (Conewago Township and
Railroad/New Freedom) at the beginning of 2000, while first
quarter 2001 projects were of smaller magnitude.

Other income, net decreased by $27,232 during first quarter 2001
compared to first quarter 2000 due to increased donations and
reduced interest income on water district notes receivable.

Federal and state income taxes for the period ended March 31,
2001 were $45,540 or 10.0% lower than the period ended March 31,
2000 due to lower taxable income.

Rate Developments

Within the last several years the Company has filed written
applications for rate increases with the PPUC and has been
granted rate relief as a result of such requests.  The most
recent request was filed on March 20, 2001 seeking a $2,039,790
or 11.1% rate increase.  The PPUC is currently examining the
request.

Liquidity and Capital Resources

During the first three months of 2001, the per capita volume of
water sold declined in the industrial class primarily due to the
loss of a large industrial customer who closed its operation in
December 2000.  The per capita volume of water sold did not
change significantly in the other customer classifications.  This
closing will reduce industrial revenues for the remainder of the
year unless the vacated industrial sites are re-occupied with
large operations.   The Company does not anticipate any further
change in the level of water usage which would have a material
impact on future results of operations.

During the first quarter of 2001, the Company had $1,841,352 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.

During the first quarter of 2001, net cash provided by operating
activities equaled net cash used in investing and financing
activities.  The Company anticipates that during the remainder of
2001 net cash used in investing and financing activities will
again equal net 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 March 31, 2001, current liabilities exceeded current assets
by $2,520,172.  Short-term borrowings from lines of credit as of
March 31, 2001 were $3,079,266.  The Company maintains lines of
credit aggregating $16,000,000.  Loans granted under these lines
of credit bear interest based on the prime or Libor rates plus
basis points, as defined.  The Company is not required to
maintain compensating balances on its lines of credit.

Certain statements contained herein and elsewhere in this Form
10-Q which are not historical facts are forward-looking
statements made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995.  These
forward-looking statements address activities or events which the
Company expects will or may occur in the future.  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 YORK WATER COMPANY



PART II.  OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K


The Company filed a Form 8-K on January 10, 2001 announcing that
its common stock was approved for listing on the Nasdaq National
Market.

The Company filed a Form 8-K on March 21, 2001 announcing its
record earnings for 2000.

The Company filed a Form 8-K on March 21, 2001 reporting its
filing for a $2,039,790 or 11.1% rate increase with the
Pennsylvania Public Utility Commission.




                      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



                                   William T. Morris
                                   Principal Executive Officer

Date:  May 11, 2001





                                   Jeffrey S. Osman
                                   Principal Financial and
                                   Accounting Officer

Date:  May 11, 2001