Exhibit 10.33
                                 Amendment No. 1


This Amendment No. 1 made as of February 1, 1999 to the Agreement between
Philadelphia Suburban Corporation and Philadelphia Suburban Water Company (the
"Company") and Morrison Coulter (the "Executive") dated as of January 1, 1999
(the "Agreement").

WHEREAS, the Company and Executive recognize that the changes set forth below
are necessary and appropriated to secure for both the Company and Executive the
benefits contemplated by the Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements hereinafter set forth and intending to be legally bound hereby, the
parties hereto agree as follows:

Paragraph 12 of the Agreement is hereby deleted in its entirely and the
following paragraph is inserted in its place:

     12. Term of Agreement. The term of this Agreement shall be indefinite until
     the Company notifies the Executive in writing that this Agreement will not
     be renewed at least sixty days prior to the proposed termination; provided,
     however, that (i) after a Change of Control during the term of this
     Agreement, this Agreement shall remain in effect until all of the
     obligations of the parties hereunder are satisfied or have expired, and
     (ii) this Agreement shall terminate if, prior to a Change of Control, the
     employment of the Executive with the Company and its Subsidiaries, as the
     case may be, shall terminate for any reason; provided, however, that if a
     Change of Control occurs within 18 months after (a) the Executive's
     termination incurred for any reason other than a voluntary resignation or
     retirement (a Good Reason Termination shall not be deemed voluntary) or
     termination for Cause or (b) the termination of this Agreement, the
     Executive shall be entitled to all of the terms and conditions of this
     Agreement as if the Executive's termination had occurred on the date of the
     Change of Control.

IN WITNESS WHEREOF, the parties hereto have signed this Amendment No. 1 as of
the date set forth above.

Attest                                   Philadelphia Suburban Corporation

By: /s/ Patricia M. Mycek                By: /s/ Roy H. Stahl
    ---------------------------------        -----------------------------------

Title: Corporate Secretary               Title: Senior Vice President
       ------------------------------           --------------------------------

Attest                                   Philadelphia Suburban Water Company

By: /s/ Patricia M. Mycek                By: /s/ Roy H. Stahl
    ---------------------------------        -----------------------------------

Title: Corporate Secretary               Title: Senior Vice President
       ------------------------------           --------------------------------

                                         Executive:
                                            /s/ Morrison Coulter
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