8-K

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                               ________________


                                   FORM 8-K

                                CURRENT REPORT

                        Pursuant to Section 13 or 15(d)
                    of the Securities Exchange Act of 1934

               Date of Report (Date of earliest event reported):
                               November 29, 2000


                              E'town Corporation
            (Exact name of registrant as specified in its charter)


      Delaware              1-11023            22-2596330
   (State or other      (Commission File      (IRS Employer
   jurisdiction of            No.)
   incorporation)                          Identification No.)



  600 South Avenue, Westfield, New Jersey                 07090
  (Address of principal executive offices)             (Zip code)


                                (908) 654-1234
              Registrant's telephone number, including area code

                                Not Applicable
         (Former name or former address, if changed since last report)



ITEM 1.    CHANGES IN CONTROL OF REGISTRANT.

(a)   On November 29, 2000, pursuant to the Agreement and Plan of Merger (the
"Merger Agreement"), dated as of November 21, 1999, by and among E'town
Corporation ("E'town"), Thames Water Plc, a public limited company organized
under the laws of England and Wales ("Thames Water") and Edward Acquisition
Corp., a New Jersey corporation and an indirect wholly-owned subsidiary of
Thames Water ("Edward"), Edward merged with and into E'town (the "Merger").
The Merger Agreement was filed as an exhibit to E'town's current report on
Form 8-K filed with the Securities and Exchange Commission on November 24,
1999 and is incorporated by reference in its entirety herein.  The
information incorporated by reference is considered to be a part of this
current report on Form 8-K, except for any information that is superseded or
modified by information included directly herein.

      Prior to the Merger, E'town was a publicly owned corporation.  In the
Merger, each outstanding share of common stock of E'town held by public
shareholders was canceled and converted into the right to receive $68.00 in
cash.  As a result of the Merger, Thames Water indirectly owns 100% of the
capital stock of E'town.

      Approximately $ 690.1 million is required to pay the Merger
consideration to the former public shareholders, repay a portion of E'town's
outstanding indebtedness and pay related fees and expenses.  Thames Water
obtained these funds from (i) proceeds from the sale of medium term deposit
notes, (ii) J.P. Morgan, under a credit facility dated November 1, 2000 and
(iii) cash on hand.

      Following the closing of the Merger, the following individuals are the
members of the Board of Directors of E'town: Michael Carmedy, Andrew M.
Chapman, Edward A. Clerico, Anne Evans Estabrook, John Hoffman and Jeremy
Pelczer .

      In connection with the Merger, Andrew M. Chapman was also elected a
director of Thames Water North America Inc. and Thames Water Holdings
Incorporated, and Anne Evans Estabrook was nominated to the international
supervisory board of Thames Water International Services Ltd.

(b)   Not applicable.

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ITEM 5.    OTHER EVENTS.

      On November 29, 2000, E'town issued a press release announcing the
closing of the Merger.  A full text of the press release is filed as Exhibit
99.1 hereto and incorporated herein by reference.

ITEM 7.    FINANCIAL STATEMENTS AND EXHIBITS.

(a) - (b) Not Applicable

(c)   Exhibits.  The following exhibits are filed as part of this report:

      2.1  Agreement and Plan of Merger, dated as of November 21, 1999, by and
      among E'town, Thames Water Plc and Edward Acquisition Corp.
      (incorporated by reference to the current report on Form 8-K dated
      November 24, 1999).

      99.1 Press Release, dated November 29, 2000, announcing the closing of
      the Merger.

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                                  SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                               E'TOWN CORPORATION
                               (Registrant)




                               _______________________
                               Name: Elaine Margetts
                               Title: Treasurer
Date:  December 11, 2000






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                                EXHIBIT INDEX

                                Exhibit Description
2.1       Agreement and Plan of Merger, dated as of November
          21, 1999, by and among E'town, Thames Water Plc and
          Edward Acquisition Corp. (incorporated by reference
          to the current report on Form 8-K, dated November 24,
          1999)

99.1      Press Release, dated November 29, 2000, announcing
          the closing of the Merger.(See pages 5 - 6).















                                    -4-

EX-99.1

                              Exhibit 99.1


                Acquisition of E'town By Thames Water Completed
        Companies share commitment to customer service and environment


WESTFIELD, N.J. (NYSE - ETW) - November 29, 2000 - E'town Corporation today
announced the closing of the acquisition of E'town Corporation (E'town) by
Thames Water Plc (Thames Water), marking the beginning of Thames Water's
water supply operations in the United States.  The acquisition will take the
form of a merger, with E'town becoming an indirect wholly-owned subsidiary of
Thames Water.

Bill Alexander, Thames Water's Chief Executive, commented: "The acquisition
of E'town represents an important step in the continuing development of the
company's international activities and enhances our ability to accelerate the
growth of our North American businesses.

"Together, E'town and Thames have more than 500 years of experience in the
water industry, which places us in a strong position to secure significant
additional business in the U.S.  We also share a commitment to providing
excellent value to our customers and a keen sense of environmental
stewardship."

The New Jersey Board of Public Utilities and the New Jersey Department of
Environmental Protection will continue to oversee all regulatory issues
including rate adjustments, water quality and customer service measures.

"The two companies will capitalize on their combined experience and expertise
to provide customers with superior quality and service in all areas of the
business," said Andre Chapman, president of E'town Corporation.  "The
combination will also enhance career opportunities for employees and provide
for additional development and learning."

E'town shareholders overwhelmingly approved the merger in May 2000, and the
New Jersey Board of Public Utilities approved the transaction last month.

London-based Thames Water is the third largest global water service employing
14,000 individuals worldwide.

                                    -5-


About Thames Water in the United States

Thames Water, through its various subsidiaries in the United States, provides
a broad spectrum of water-related products and services.  Its U.S. products
businesses manufacture municipal water and wastewater filtration and
clarification systems and provide liquid/solid water and wastewater
separation technologies for the municipal and industrial marketplace.  In
September 2000 Thames Water inaugurated water service to more than 1.6
million people in the Commonwealth of Puerto Rico, as contract operator of
the $300 million Superaqueduct servicing the capital of San Juan.  This is
the largest design-build-operate (DBO) project in the United States.

E'town Corporation is the parent company of Elizabethtown Water Company,
which provides retail water service in central New Jersey and, on a wholesale
basis, a portion of the water requirements of eight municipal systems and
three investor-owned water companies.  Through other subsidiaries, E'town
operates, under long-term contracts, municipal water systems, and designs,
builds and operates satellite wastewater plants.


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