Exhibit 3.11

                        PHILADELPHIA SUBURBAN CORPORATION

                       RESTATED ARTICLES OF INCORPORATION
                              (As of May 17, 2001)


                                    ARTICLE I
                                      NAME

         The name of the Corporation is Philadelphia Suburban Corporation.


                                   ARTICLE II
                          ADDRESS OF REGISTERED OFFICE

         The location and address of the registered office of the Corporation in
this Commonwealth is 762 Lancaster Avenue, Bryn Mawr, Montgomery County,
Pennsylvania, 19010.


                                   ARTICLE III
                                     PURPOSE

         The purpose or purposes for which the Corporation is incorporated under
the Pennsylvania Business Corporation Law of 1988 are to engage in, and to do
any lawful act concerning, any or all lawful business for which corporations may
be incorporated under said Business Corporation Law, including but not limited
to, manufacturing, processing, owning, using and dealing in personal property of
every class and description, engaging in research and development, furnishing
services, and acquiring, owning, using and disposing of real property of any
nature whatsoever.


                                   ARTICLE IV
                                  CAPITAL STOCK

4.01 The aggregate number of shares which the Corporation shall have authority
to issue is 101,770,819 shares, divided into 100,000,000 shares of Common Stock,
par value $.50 per share, and 1,770,819 shares of Series Preferred Stock, par
value $1.00 per share. The Board of Directors shall have the full authority
permitted by law to fix by resolution full, limited, multiple or fractional, or
no voting rights, and such designations, preferences, qualifications,
privileges, limitations, restrictions, options, conversion rights, and other
special or relative rights of any class or any series of any class that may be
desired.

4.02 Series A Preferred Shares. The first series of the Series Preferred Stock,
par value $1.00 per share, shall consist of 100,000 shares and shall be
designated as Series A Junior Participating Preferred Shares (the "Series A
Preferred Shares").


                                      -1-


4.02 (a) Dividends and Distributions.

         (1) The rate of dividends payable per share of Series A Preferred
Shares on the first day of January, April, July and October in each year or such
other quarterly payment date as shall be specified by the Board of Directors
(each such date being referred to herein as a "Quarterly Dividend Payment
Date"), commencing on the first Quarterly Dividend Payment Date after the first
issuance of a share or fraction of a share of the Series A Preferred Shares,
shall be (rounded to the nearest cent) equal to the greater of (i) $10.00 or
(ii) subject to the provision for adjustment hereinafter set forth, 100 times
the aggregate per share amount of all cash dividends, and 100 times the
aggregate per share amount (payable in cash, based upon the fair market value at
the time the non-cash dividend or other distribution is declared or paid as
determined in good faith by the Board of Directors) of all non-cash dividends or
other distributions other than a dividend payable in shares of Common Stock or a
subdivision of the outstanding shares of Common Stock (by reclassification or
otherwise), declared on the Common Stock, $.50 par value, of the Corporation
since the immediately preceding Quarterly Dividend Payment Date, or, with
respect to the first Quarterly Dividend Payment Date, since the first issuance
of any share or fraction of a share of the Series A Preferred Shares. Dividends
on the Series A Preferred Shares shall be paid out of funds legally available
for such purpose. In the event the Corporation shall at any time after February
19, 1988 (the "Rights Declaration Date") (i) declare any dividend on Common
Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares
of Common Stock, or (iii) combine the outstanding shares of Common Stock into a
smaller number of shares, then in each such case the amounts to which holders of
Series A Preferred Shares were entitled immediately prior to such event under
clause (ii) of the preceding sentence shall be adjusted by multiplying each such
amount by a fraction the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately prior to
such event.

         (2) Dividends shall begin to accrue and be cumulative on outstanding
Series A Preferred Shares from the Quarterly Dividend Payment Date next
preceding the date of issue of such Series A Preferred Shares, unless the date
of issue of such shares is prior to the record date for the first Quarterly
Dividend Payment Date, in which case dividends on such shares shall begin to
accrue from the date of issue of such shares, or unless the date of issue is a
Quarterly Dividend Payment Date or is a date after the record date for the
determination of holders of Series A Preferred Shares entitled to receive a
quarterly dividend and before such Quarterly Dividend Payment Date, in either of
which events such dividends shall begin to accrue and be cumulative from such
quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear
interest. Dividends paid on the Series A Preferred Shares in an amount less than
the total amount of such dividends at the time accrued and payable on such
shares shall be allocated pro rata on a share-by-share basis among all such
shares at the time outstanding.

                                      -2-


4.02 (b) Voting Rights. In addition to any other voting rights required by law,
the holders of Series A Preferred Shares shall have the following voting rights:

         (1) Subject to the provision for adjustment hereinafter set forth, each
Series A Preferred Share shall entitle the holder thereof to 100 votes on all
matters submitted to a vote of the shareholders of the Corporation. In the event
the Corporation shall at any time after the Rights Declaration Date (i) declare
any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide
the outstanding shares of Common Stock, or (iii) combine the outstanding shares
of Common Stock into a smaller number of shares, then in each such case the
number of votes per share to which holders of Series A Preferred Shares were
entitled immediately prior to such event shall be adjusted by multiplying such
number by a fraction the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately prior to
such event.

         (2) Except as otherwise provided herein, in the articles of the
Corporation or by law, the holders of Series A Preferred Shares and the holders
of Common Stock (and the holders of shares of any other series or class entitled
to vote thereon) shall vote together as one class on all matters submitted to a
vote of shareholders of the Corporation.

4.02(c) Reacquired Shares. Any Series A Preferred Shares purchased or otherwise
acquired by the Corporation in any manner whatsoever shall be retired and
cancelled promptly after the acquisition thereof. All such shares shall upon
their cancellation become authorized but unissued Series Preferred Stock and may
be reissued as part of a new series of Series Preferred Stock to be created by
resolution or resolutions of the Board of Directors.

4.02(d) Liquidation, Dissolution or Winding Up. In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Corporation, the
holders of Series A Preferred Shares shall be entitled to receive the greater of
(a) $100.00 per share, plus accrued dividends to the date of distribution,
whether or not earned or declared, or (b) an amount per share, subject to the
provision for adjustment hereinafter set forth, equal to 100 times the aggregate
amount to be distributed per share to holders of Common Stock. In the event the
Corporation shall at any time after the Rights Declaration Date (i) declare any
dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the
outstanding shares of Common Stock, or (iii) combine the outstanding shares of
Common Stock into a smaller number of shares, then in each such case the amount
to which holders of Series A Preferred Shares were entitled immediately prior to
such event pursuant to clause (b) of the preceding sentence shall be adjusted by
multiplying such amount by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

                                      -3-


4.02(e) Consolidation, Merger, etc. In case the Corporation shall enter into any
consolidation, merger, combination or other transaction in which the shares of
Common Stock are exchanged for or changed into other stock or securities, cash
and/or any other property, then in any such case the Series A Preferred Shares
shall at the same time be similarly exchanged or changed in an amount per share
(subject to the provision for adjustment hereinafter set forth) equal to 100
times the aggregate amount of stock, securities, cash and/or any other property
(payable in kind), as the case may be, into which or for which each share of
Common Stock is changed or exchanged. In the event the Corporation shall at any
time after the Rights Declaration Date (i) declare any dividend on Common Stock
payable in shares of Common Stock, (ii) subdivide the outstanding shares of
Common Stock, or (iii) combine the outstanding shares of Common Stock into a
smaller number of shares, then in each such case the amount set forth in the
preceding sentence with respect to the exchange or change of shares of Series A
Preferred Shares shall be adjusted by multiplying such amount by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

4.02(f) No Redemption. The Series A Preferred Shares shall not be redeemable.

4.02(g) Ranking. The Series A Preferred Shares shall rank junior to all other
series of the Corporation's Series Preferred Stock as to the payment of
dividends and the distribution of assets, unless the terms of any such series
shall provide otherwise.

4.02(h) Fractional Shares. Series A Preferred Shares may be issued in fractions
of a share which shall entitle the holder, in proportion to such holder's
fractional shares, to exercise voting rights, receive dividends, participate in
distributions and to have the benefit of all other rights of holders of Series A
Preferred Shares.

4.03 Series B Preferred Shares. The second series of the Series Preferred Stock,
par value $1.00 per share, shall consist of 32,200 shares and shall be
designated as the Series B Preferred Stock.

4.03(a) Designation. The shares of such series of Preferred Stock shall be
designated as "Series B Preferred Stock."

4.03(b) Authorized Number. The number of shares constituting the Series B
Preferred Stock shall be 32,200 shares.

                                      -4-


4.03(c) Dividends. Beginning on March 1, 1997, and on each June 1, September 1,
December 1 and March 1 thereafter, the holders of shares of Series B Preferred
Stock shall be entitled to receive a quarterly dividend in arrears equal to
$1.5125 per share of Series B Preferred Stock (as adjusted for any stock
dividends, combinations or splits with respect to such shares) out of funds
legally available for such purchase. Such dividends shall be payable only when,
as and if declared by the Board of Directors, provided that quarterly dividends
that are not so paid shall be cumulative, and accumulations of dividends shall
bear interest at the rate of 6.05% per annum. No dividend or other distribution
shall be declared or paid (other than dividends payable in shares of common
stock of the Corporation, par value $.50 per share (the "Common Stock") or
options to purchase or rights to subscribe for Common Stock, or securities by
their terms convertible into or exchangeable for Common Stock, or options to
purchase or rights to subscribe for such convertible or exchangeable securities,
provided that such securities rank junior to the Series B Preferred Stock with
respect to the payment of dividends and liquidation proceeds) on any shares of
the Corporation"s capital stock ranking junior to the Series B Preferred Stock
as to payment of dividends unless all dividends on the Series B Preferred Stock
accrued for all past quarterly dividend periods shall have been paid and the
full dividend thereon for the current dividend period shall be paid or declared
and set apart for payment. The Corporation"s Series B Preferred Stock shall rank
senior to its Series A Preferred Stock and its Common Stock with respect to the
right to receive dividends and other distributions.

4.03(d) Rights on Liquidation, Dissolution, Winding-Up.

         (1) In the event of any liquidation, dissolution or winding-up of the
affairs of the Corporation (collectively, a "Liquidation"), whether voluntary or
involuntary, before any payment of cash or distribution of other property is
made to the holders of the Common Stock or any other class or series of shares
ranking on Liquidation junior to the Series B Preferred Stock, the holders of
Series B Preferred Stock shall be entitled to receive out of the assets of the
Corporation legally available for distribution to its shareholders, an amount
per share (rounded to the nearest $0.01 equal to the Liquidation Preference (as
defined below), plus an amount equal to any accrued but unpaid cumulative
dividends and any interest accrued thereon. The Liquidation Preference shall be
equal to $100.00 per share (as adjusted for any stock dividends, combinations or
splits with respect to such shares).

         (2) If upon the occurrence of any Liquidation, whether voluntary or
involuntary, the assets and funds to be distributed among holders of Series B
Preferred Stock and any other class or series of stock ranking equal to the
Series B Preferred Stock as to distribution of assets upon Liquidation shall be
insufficient to permit the payment to the holders of the preferential amounts
described in Section 4.03 (d)(1), then the entire assets and funds of the
Corporation legally available for distribution shall be distributed ratably
among holders of Series B Preferred Stock and any other class or series of stock
ranking equal to the Series B Preferred Stock as to distribution of assets upon
Liquidation in accordance with the sums that would be payable on such
distribution if all sums payable thereon to holders of all shares of such
classes or series were paid in full.

         (3) If upon the occurrence of any liquidation, the assets and funds
thus distributed among holders of Series B Preferred Stock shall be sufficient
to permit the payment to such holders of the preferential amounts described in
4.03(d)(1), then the holders of shares of Series B Preferred Stock shall be
entitled to no further participation in the distribution of the assets of the
Corporation and any remaining net assets of the Corporation may be distributed
to the holders of Common Stock and any other class or series of stock ranking
junior to the Series B Preferred Stock as to the distribution of assets upon
Liquidation in accordance with their relative liquidation preferences. Written
notice of such liquidation, dissolution or winding up, stating a payment date,
the amount of the Liquidation payments and the place where said Liquidation
payments shall be payable, shall be given by mail, postage prepaid, not less
than 30 days prior to the payment date stated therein, to the holders of record
of Series B Preferred Stock, such notice to be addressed to each such holder at
his post office address as shown by the records of the Corporation.

         (4) Except as provided in 4.03(e), a consolidation or merger of the
Corporation into or with any other corporation or corporations shall not be
deemed to be a liquidation, dissolution or winding up of the Corporation within
the meanings of the provisions of 4.03(d).

         (5) The Company's Series B Preferred Stock shall rank senior to its
Series A Preferred Stock with respect to the right to the distribution of the
Company's assets upon liquidation.

                                      -5-


4.03(e) Merger, Consolidation, etc. The Corporation shall give notice to each
holder of Series B Preferred Stock at least 20 days prior to the effective date
of (i) any consolidation or merger of the Corporation with or into any other
corporation or corporations (other than a merger or consolidation in which the
holders of Series B Preferred Stock receive securities of the surviving
corporation having substantially similar rights to the Series B Preferred Stock
and in which the shareholders of the Corporation immediately prior to the
transaction will be the holders of at least a majority of the voting securities
of the surviving corporation immediately after the transaction); (ii) a sale,
conveyance or disposition of all or substantially all of the assets of the
Corporation; or (iii) the effectuation by the Corporation of a transaction or
series of related transactions in which more than 50% of the voting power of the
Corporation is disposed of. The holders of a majority of the Series B Preferred
Stock shall be entitled, by electing prior to the effective date of any of the
foregoing types of transactions, to require the Corporation to treat any such
transaction as if it were a Liquidation and to cause the proceeds of such
transaction, or any property deliverable from such transaction to be distributed
among the shareholders as if such transaction were a Liquidation.

4.03(f) Protective Provisions. So long as any shares of Series B Preferred Stock
shall remain outstanding, the Corporation shall not, without the affirmative
vote of the holders of at least a majority of the shares of Series B Preferred
Stock at the time outstanding adopt any amendment to its Articles of
Incorporation which would adversely affect in any material respect the rights or
preferences of shares of the Series B Preferred Stock as set forth in this
Statement of Designation.

4.03(g) Conversion. The Series B Preferred Stock shall not be convertible into
any other class or series of capital stock of the Corporation.

4.03(h) Redemption.

         (1) The Series B Preferred Stock shall not be redeemable by the
Corporation prior to November 30, 2001. Thereafter, up to 20% of the number of
the number of shares of Series B Preferred Stock originally issued may be called
for redemption by the Corporation, in whole or in part, each year starting on
December 1, 2001 (the "Redemption Date"), upon 30 days prior written notice, by
the payment therefor of an amount per share (rounded to the nearest $0.01) equal
to the sum of (i) the Liquidation Preference and (ii) all accumulations of
accrued and unpaid dividends on such outstanding shares of Series B Preferred
Stock (together with any accrued interest thereon) through the date of
redemption (such amount, the "Redemption Price"). The Corporation"s right to
redeem shall be cumulative, such that any shares the Corporation has a right to
redeem in one year that are not so redeemed, may be redeemed by the Corporation
in a subsequent year. At the election of the holders of the Series B Preferred
Stock called for redemption by the Corporation, the Redemption Price may be paid
in cash or by the delivery of a promissory note of the Corporation in
substantially the form attached hereto as Exhibit "A" (the "Note"). The election
by the holders of the shares being redeemed shall be made by written notice to
the Corporation no less than 15 days prior to the Redemption Date, otherwise the
Corporation may elect to pay the Redemption Price in cash.

         (2) The Series B Preferred Stock shall not be called for redemption by
the holders prior to December 1, 1998. Thereafter, the Series B Preferred Stock
may be called for redemption, in whole or in part, by such holders, and
thereupon shall be redeemed for cash by the Corporation, upon 30 days prior
written notice, from such holders at a per share price equal to the Redemption
Price.

                                      -6-


         (3) Shares of Series B Preferred Stock are not subject to or entitled
to the benefit of a sinking fund.

         (4) Shares of Series B Preferred Stock that are redeemed shall be
canceled and shall not be reissuable by the Corporation and the Articles of
Incorporation of the Corporation shall be appropriately amended to effect a
corresponding reduction in the Corporation"s authorized capital stock.

         (5) If notice of redemption as provided in Section 4.03 (h) (1) above
shall have been duly given or if the Corporation shall have given to the bank or
trust company hereinafter referred to irrevocable authorization promptly to give
such notice, and if on or before the Redemption Date specified therein the
Corporation shall have either deposited the funds necessary for such redemption
with, or delivered a Note in the amount of the applicable Redemption to, such
bank or trust company in trust for the benefit of the holders of the shares
called for redemption, then, notwithstanding that any certificates for shares so
called for redemption shall not have been surrendered for cancellation, from and
after the Redemption Date, all shares so called for redemption shall no longer
be deemed to be outstanding and all rights with respect to such shares shall
forthwith cease and terminate, except only the right of the holders thereof to
receive from such bank or trust company at any time after the time of such
deposit the funds so deposited, without interest. Any interest accrued on such
funds shall be paid to the Corporation from time to time. The aforesaid bank or
trust company shall be organized and in good standing under the laws of the
United States of America, or the Commonwealth of Pennsylvania, shall be doing
business in Pennsylvania, and shall be identified in the notice of redemption.
Any funds so set aside or deposited, as the case may be, and unclaimed at the
end of two years from such Redemption Date shall, to the extent permitted by
law, be released or repaid to the Corporation, after which repayment the holders
of the shares so called for redemption shall look only to the Corporation for
payment thereof.

                                    ARTICLE V
                                   MANAGEMENT

5.01 Board of Directors

5.01(a) Number; Classification. The Board of Directors of the Corporation shall
consist of such number of directors as shall be fixed from time to time by
resolution of the Board adopted by a vote of three-quarters of the entire Board
of Directors. Cumulative voting for directors shall not be permitted. The Board
of Directors shall be divided into three classes, which shall be as nearly equal
in number as possible. Directors of each class shall serve for a term of three
years and until their successors shall have been elected and qualified.

5.01(b) Qualifications. Directors of the Corporation need not be residents of
Pennsylvania or Shareholders. No person shall be appointed or elected a director
of the Corporation unless:

                                      -7-


         (1) such person is elected to fill a vacancy in the Board of Directors
(including any vacancy resulting from any increase in the authorized number of
directors) by a vote of a majority of the entire Board of Directors, and any
director so elected shall hold office until the next election of the class for
which such director shall have been elected and until a successor shall have
been elected and qualified; or

         (2) the name of such person, together with such consents and
information concerning present and prior occupations, transactions with the
Corporation or its subsidiaries and other matters as may at the time be required
by or pursuant to the Bylaws, shall have been filed with the Secretary of the
Corporation no later than a time fixed by or pursuant to the Bylaws immediately
preceding the annual or special meeting at which such person intends to be a
candidate for director.

5.01(c) Removal of Directors. Directors of the Corporation may be removed
without cause by vote of the shareholders only if authorized in the manner
provided in Section 5.05 (b). No decrease or increase in the size of the Board
shall shorten or otherwise affect the term of any incumbent director.

5.02 Bylaws. Bylaws may be adopted, amended or repealed by the Board of
Directors to the full extent permitted by law.

5.03 Special Meetings. A special meeting of shareholders may be called by the
President, the Board of Directors, or shareholders entitled to cast a majority
of the votes, which all shareholders are entitled to cast at the particular
meeting or by such other officers or persons as may be provided in the Bylaws.

5.04 Amendment of Articles. Any amendment of the Articles of Incorporation may
be proposed by either the Board of Directors or by the shareholders. An
amendment initiated by the shareholders shall be proposed only by a petition of
shareholders entitled to cast a majority of the votes which all shareholders are
entitled to cast thereon, setting forth the proposed amendment, which petition
shall be directed to and filed with the Board of Directors.

5.05 Fundamental and Other Transactions.

5.05(a) Shareholder Authorization of Corporate Action Recommended by Management.
Whenever any corporate action, other than the election of directors, is to be
taken by vote of the Shareholders on recommendation of a vote of a majority of
the entire Board of Directors, the proposed corporate action, including a
Fundamental Transaction (as defined in Section 5.06), shall be authorized upon
receiving the minimum vote required for the authorization of such action by
statute, after taking into account the express terms of any class or any series
of any class of shares of the Corporation with respect to such vote.

5.05(b) Shareholder Authorization of Other Corporate Action. Except as provided
in Section 5.05 (a), whenever any corporate action, other than the election of
directors, is to be taken by vote of the shareholder, the proposed corporate
action, including a Fundamental Transaction (as defined in Section 5.06), shall
be authorized only upon receiving at least three-quarters of the vote which all
voting shareholders, voting as a single class, are entitled to cast thereon and,
in addition, the affirmative vote of the number or proportion of shares of any
class or any series of any class of shares of the Corporation, if any, as shall
at the time be required by the express terms of any such class or series of
shares of the Corporation.

                                      -8-


5.06 Fundamental Transactions Defined. For the purposes of this Article V, the
term "Fundamental Transaction shall mean:

5.06(a) Any of the following, if such action is effected by vote of the
shareholders: amendment of the Articles of Incorporation; adoption, amendment or
repeal of the Bylaws; a change in the number of directors constituting the
entire Board of Directors; or removal of one or more directors; or

5.06(b) Any of the following, if any such transaction requires the approval of
the shareholders under the Articles of Incorporation of the Corporation as then
in effect or the Business Corporation Law as then in effect with respect to the
Corporation: the sale, lease, exchange or other disposition of all or
substantially all of the assets of the Corporation; the issuance in a single or
one or more related transactions of voting shares of the Corporation sufficient
to elect a majority of the directors of the Corporation; or the merger,
consolidation, division, reorganization, recapitalization, dissolution,
liquidation or winding up of the Corporation.

5.07 Series Preferred Stock Provisions. The provisions of Sections 5.01, 5.03
and 5.04 shall be subject to the express terms of any class or series of any
class of the Corporation.


                                   ARTICLE VI
                                  MISCELLANEOUS

         Reservation of Right to Amend. Subject to the provisions of Article V
hereof, the Corporation reserves the right to amend, alter, change or repeal any
provision contained in these Articles of Incorporation in the manner now or
hereafter prescribed by the statute, and all rights conferred upon Shareholders
herein are granted subject to this reservation.


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