Exhibit 3.3




                        PHILADELPHIA SUBURBAN CORPORATION

                PROPOSED RESOLUTION TO INCREASE THE CORPORATION'S

                        AUTHORIZED SHARES OF COMMON STOCK

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                   RESOLVED, that the Corporation's Amended and 
            Restated Articles of Incorporation, be, subject to the 
            requisite shareholder approval, amended to increase the 
            number of authorized shares which the Company is 
            authorized to issue to 41,770,819 and to provide 
            40,000,000 of such shares shall be shares of Common 
            Stock (the "Amendment").

                   FURTHER RESOLVED, that the Board of Directors of 
            the Corporation hereby finds and declares that the 
            adoption of the Amendment is in the best interests of 
            the Corporation.

                   FURTHER RESOLVED, that the Amendment be submitted 
            to the shareholders of the Corporation for their approval.