PHILADELPHIA SUBURBAN CORPORATION

                       DIVIDEND REINVESTMENT AND OPTIONAL
                               STOCK PURCHASE PLAN


                   Prospectus Supplement Dated May 28, 1997 to
                        Prospectus Dated January 26, 1996



                  This Prospectus Supplement amends certain information
contained in the Prospectus dated January 26, 1996 (the "Prospectus") of
Philadelphia Suburban Corporation (the "Company") by which shares of the
Company's Common Stock, par value $.50, are offered for sale pursuant to the
Company's Dividend Reinvestment and Optional Stock Purchase Plan. The purpose of
the supplement is to increase the number of shares of Common Stock which are
eligible for automatic dividend reinvestment from 15,000 to 30,000. To implement
this increase, the following changes are hereby made to the Prospectus:

                  1. The twenty-second word of the second paragraph of the cover
page of the Prospectus, "15,000" is hereby replaced in its entirety with
"30,000."

                  2. Each word "15,000" contained in the paragraph under "THE
PLAN -- ADVANTAGES -- 2. What are some of the advantages of the Plan?" on pages
4-5 of the Prospectus is hereby replaced in its entirety with "30,000."

                  3. The word "15,000" contained in the first paragraph under
"THE PLAN -- PARTICIPATION IN DIVIDEND REINVESTMENT -- 15. How does dividend
reinvestment work?" on page 8 of the Prospectus is hereby replaced in its
entirety with "30,000."

                  4. Each word "15,000" contained in the second and third
paragraphs under "THE PLAN --PARTICIPATION IN DIVIDEND REINVESTMENT -- 16. What
does the Authorization Form provide?" on page 8 of the Prospectus is hereby
replaced in its entirety with "30,000."

                  5. The word "15,000" contained in the first paragraph under
"THE PLAN -- PARTICIPATION IN DIVIDEND REINVESTMENT -- 18. Must all dividends on
shares credited to a Participant's account under Dividend Reinvestment be
reinvested?" on page 8 of the Prospectus is hereby replaced in its entirety with
"30,000."