UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 11-K/A
                                 AMENDMENT NO. 1

               [X] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE
                   SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
                   For the fiscal year ended December 31, 2004


                                       OR


             [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
                       For the transition period from _________ to

                          Commission file number 1-6659
                                                 ------


                           A. Full title of the Plan:

                               AQUA AMERICA, INC.
                                EMPLOYEES 401(k)
                             SAVINGS PLAN AND TRUST

          B. Name of issuer of the securities held pursuant to the Plan
               and the address of its principal executive office:

                               AQUA AMERICA, INC.
                             762 W. LANCASTER AVENUE
                               BRYN MAWR, PA 19010





                               AQUA AMERICA, INC.
                     EMPLOYEES 401(K) SAVINGS PLAN AND TRUST

Explanatory Note
- ----------------

This Amendment No. 1 to the Annual Report of the Aqua America, Inc. Employees
401(k) Savings Plan and Trust filed on Form 11-K for the year ended
December 31, 2004, which was filed with the Securities and Exchange Commission
on June 28, 2005, is being filed in order to include additional employee
contributions that were inadvertently omitted from the original filing and are
reportable on the following supplementary schedules:

- -Schedule of Nonexempt Transactions for Form 5500 - Schedule G - Part III
- -Schedule of Delinquent Participant Contributions for Form 5500 - Schedule H -
 Line 4A

As a result of the change, on October 14, 2005 Beard Miller Company LLP has
reissued its report that was originally dated May 13, 2005.


Table of Contents
- -----------------

The following audited financial statements are included with this report:



Exhibit                                                       Page
- --------                                                      ----
23.1      Consent of Beard Miller Company LLP                   4
99.1      Financial Statements and Supplemental Schedules       5
          as of December 31, 2004 and 2003





                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Aqua
America, Inc. has duly caused this annual report to be signed by the undersigned
thereunto duly authorized.

                               AQUA AMERICA, INC.
                     EMPLOYEES 401(K) SAVINGS PLAN AND TRUST


  Plan Sponsor:                                               Date

/s/ Roy H. Stahl                                             10/17/05
- -------------------------------------------------            --------
    Roy H. Stahl
    Executive Vice President and General Counsel
    Aqua America, Inc.