Washington, D.C. 20549

                                 SCHEDULE 14A

               Proxy Statement Pursuant to Section 14(a) of the
                        Securities Exchange Act of 1934

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                      AMERICAN WATER WORKS COMPANY, INC.
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[Logo]                     RWE Acquisition Update #4

October 19, 2001

This is an update on the RWE/Thames acquisition for Associates of American
Water. Frequent updates will be distributed in the coming weeks via email.
They will then be archived, along with other materials, in the "RWE
Acquisition Update" database on Lotus Notes.

         Frequently over the past few weeks, we've been asked about the
culture of Thames Water - how they go about doing their jobs and what's really
important to them. Time and again, members of the American Water team have
remarked that the Thames people as "water people, just like us." The most
vivid examples of our similarity can be found in the operating principles
Thames has in place to guide them. See for yourself in these values and
attributes from Thames Water.

Thames Water Beliefs

o    Thames Water is more than just a water company. What we do makes a
     different to the quality of people's lives around the world.
o    Working in partnership with RWE gives us the opportunity to achieve our
     vision quicker
o    We need to think, feel and act like global leaders while providing
     locally tailored solutions
o    The way we do things is as important as what we do
o    We will be the water partner to the world

Thames Water Goals

o    We will be the number one or number two water services provider in every
     country in which we operate
o    We will increase the added-value per customer wherever we operate
o    We will set the standards against which others are measured
o    We will be the fastest growing division of RWE

         Continued . . . .

Thames Water Strategic Priorities

o    Accelerating growth
o    Consistently outperforming expectations
o    Getting more from our assets and capabilities
o    Contributing to our communities
o    Growing our people

Thames Values

o    Success
     o    We exceed expectations
     o    We enjoy what we do
     o    We celebrate achievement
     o    We learn from our mistakes
     o    We believe in commercial success

o    Responsiveness
     o    We satisfy our customers
     o    We encourage flexibility
     o    We listen, think and act

o    Professionalism
     o    We are trustworthy and reliable
     o    We deliver to high standards
     o    We take responsibility

o    Honesty and integrity
     o    We encourage frankness
     o    We build trust in each other
     o    We welcome views and respond openly
     o    We are visible and approachable

o    Respect for others
     o    We value the abilities and opinions of others
     o    We work constructively with all of our partners
     o    We are committed to working as a team

o    Challenge and innovation
     o    We aim to set the pace
     o    We challenge the status quo
     o    We think ahead, anticipate needs and find solutions

                           *      *      *

         American Water Works Company, Inc. (the "Company"), RWE
Aktiengesellschaft, a company organized under the laws of the Federal Republic
of Germany ("Guarantor"), Thames Water Aqua Holdings GmbH, a company organized
under the laws of the Federal Republic of Germany and a wholly owned
subsidiary of Guarantor ("Parent"), and Apollo Acquisition Company, a Delaware
corporation and a wholly owned subsidiary of Parent ("Sub") have entered into
an Agreement and Plan of Merger, dated as of September 16, 2001, pursuant to
which Sub will be merged with and into the Company with the Company surviving
the merger (the "Merger"). In connection with the Merger, the Company will be
filing a proxy statement

with the Securities and Exchange Commission (the "SEC"). SECURITY HOLDERS OF
security holders may obtain a free copy of the proxy statement when it becomes
available and other documents filed by the Company with the SEC in connection
with the Merger at the SEC's web site at www.sec.gov. Security holders of the
Company may also obtain for free a copy of the proxy statement and other
documents filed with the SEC by the Company in connection with the Merger by
contacting Nancy A. Macenko, Vice President External Affairs, at (856)

         The Company and its subsidiaries and their respective directors and
executive officers may be deemed to be participants in the solicitation of
proxies from the Company's stockholders in favor of the Merger. These
directors include the following: Marilyn Ware, Gerald C. Smith, J. James Barr,
Henry G. Hager, Ross A. Webber, Frederick S. Kirkpatrick, Paul W. Ware, Nancy
Ware Wainwright, Ray J. Groves, Elizabeth H. Gemmill, William S. White,
Anthony P. Terracciano, William O. Albertini, Rhoda W. Cobb and Horace
Wilkins, Jr. and these officers include Joseph F. Hartnett, Jr., Daniel L.
Kelleher, W. Timothy Pohl, Robert D. Sievers, Ellen C. Wolf, Nancy A. Macenko
and James E. Harrison. Collectively, as of March 5, 2001, the directors and
executive officers of the Company may be deemed to beneficially own
approximately 21.9% of the outstanding shares of the Company's common stock
and under 5% of the outstanding shares of the Company's Cumulative Preferred
Stock, 5% Series. Stockholders of the Company may obtain additional
information regarding the interests of the participants by reading the proxy
statement when it becomes available.

         Forward looking statements in this report, including, without
limitation, statements relating to the Company's plans, strategies,
objectives, expectations, intentions and adequacy of resources, are made
pursuant to the safe harbor provisions of the U.S. Private Securities
Litigation Reform Act of 1995. These forward looking statements involve known
and unknown risks, uncertainties and other factors that may cause the actual
results, performance or achievements of the Company to be materially different
from any future results, performance or achievements expressed or implied by
such forward looking statements. These factors include, among others, the
following: the success of pending applications for rate increases, inability
to obtain, or to meet conditions imposed for, regulatory approval of pending
acquisitions, weather conditions that tend to extremes of temperature or
duration; availability, terms and development of capital; business abilities
and judgment of personnel; changes in, or the failure to comply with
governmental regulations, particularly those affecting the environment and
water quality; competition; success of operating initiatives, advertising and
promotional efforts; existence of adverse publicity or litigation; changes in
business strategy or plans; quality of management; general economic and
business conditions; the ability to satisfy the conditions to closing set
forth in the definitive agreement; and other factors described in filings of
the Company with the SEC. The Company undertakes no obligation to publicly
update or revise any forward looking statement, whether as a result of new
information, future events or otherwise.