Form 10-Q/A
                                Amendment No. 1

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

     (Mark One)
(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                For the quarterly period ended June 30, 1999
                                               -------

                                      OR

(_)  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

       For the transition period from ________________ to _____________

                       Commission File Number 1-8060
                                              ------

                               AQUARION COMPANY
                             --------------------
            (Exact name of registrant as specified in its charter)

                 Delaware                               06-0852232
                 --------                               ----------
     (State or other jurisdiction of       (I.R.S. Employer Identification No.)
      incorporation or organization)


     835 Main Street, Bridgeport, Connecticut           06604-4995
     ----------------------------------------          ------------
     (Address of principal executive offices)           (Zip Code)

     Registrant's telephone number, including area code: (203) 335-2333
                                                         --------------

     __________________________________________________________________________
     (Former name, former address and former fiscal year, if changes since
                                 last report)

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 share outstanding of each of the issuer's classes of
common stock as of August 9, 1999:

                Common Stock
       No Par Value (Stated Value: $1)                     11,420,765
       -------------------------------               ---------------------
                    Class                               Number of Shares


                               AQUARION COMPANY

THE REGISTRANT HEREBY AMENDS THE FOLLOWING ITEMS, FINANCIAL STATEMENTS, EXHIBITS
OR OTHER PORTIONS OF ITS QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED
JUNE 30, 1999 (THE "FORM 10-Q") AS SET FORTH BELOW:

ITEM 6    Exhibits and reports on Form 8-K
          --------------------------------

Item 6 of the Form 10-Q is hereby amended and restated in its entirety as
follows:

     (a)  Exhibits

          2      Agreement and Plan of Merger dated as of May 31, 1999 among
                 Aquarion, Kelda Group plc (formerly named Yorkshire Water plc)
                 and Waterman Acquisition Corp. (incorporated by reference to
                 Exhibit 2 of the Current Report on Form 8-K of Aquarion, filed
                 June 8, 1999).

          10(a)  Continuity Agreement between Aquarion and Richard K. Schmidt
                 dated as of May 7, 1999.

          10(b)  Continuity Agreement between Aquarion and Janet M. Hansen dated
                 as of May 7, 1999.

          10(c)  Form of Continuity Agreement between Aquarion and each of
                 Charles V. Firlotte, Daniel A. Neaton and Larry L. Bingaman,
                 each dated as of May 7, 1999.

          10(d)  Continuity Agreement between Aquarion and James S. McInerney
                 dated as of May 7, 1999.

          27     Financial Data Schedule for the quarter ended June 30, 1999

     (b)  On June 8, 1999, the Company filed a Current Report on Form 8-K
          pursuant to the Securities Exchange Act of 1934, reporting an event
          under Item 5 of such Form. No financial statements were filed
          therewith.


                                 Exhibit Index


The Exhibit Index of the Form 10-Q is hereby amended and restated in its
entirety as follows:

10(a)  Continuity Agreement between Aquarion and Richard K. Schmidt dated as of
               May 7, 1999.

10(b)  Continuity Agreement between Aquarion and Janet M. Hansen dated as of May
               7, 1999.

10(c)  Form of Continuity Agreements between Aquarion and each of Charles V.
               Firlotte, Daniel A. Neaton and Larry L. Bingaman, each dated as
               of May 7, 1999.

10(d)  Continuity Agreement between Aquarion and James S. McInerney dated as of
               May 7, 1999.

Exhibit 27   Financial Data Schedule for the quarter ended June 30, 1999