Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
DEBENEDICTIS NICHOLAS
   2. Issuer Name and Ticker or Trading Symbol
AQUA AMERICA INC [WTR] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CHAIRMAN & PRESIDENT
(Last)
(First)
(Middle)
762 W LANCASTER AVE.		 3. Date of Earliest Transaction (Month/Day/Year)
01/22/2010
(Street)

BRYN MAWR, PA 19010		 4. If Amendment, Date Original Filed(Month/Day/Year)
01/26/2010		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/23/2009 11/23/2009 G V 100,000 (9) D $ 0 0 D  
Common Stock Ownership By Spouse 11/23/2009 11/23/2009 G V 100,000 A $ 0 0 I Spouse
Common Stock Ownership By Spouse 12/14/2009 12/14/2009 G V 90,000 (10) D $ 0 10,000 I Spouse
Common Stock-GRAT 12/14/2009 12/14/2009 G V 90,000 A $ 0 0 I GRAT-Spouse
Common Stock 01/22/2010   A   22,000 (1) A $ 17.14 377,562.84 D  
Common Stock 03/03/2009   G V 8,466 D $ 0 0 D  
Common Stock Ownership By Spouse 12/21/2009   G V 30,000 (4) D $ 0 0 I Spouse
Common Stock-GRAT 12/21/2009   G V 30,000 A $ 0 120,000 I GRAT-Spouse
Common Stock 12/21/2009   G V 1,263 D $ 0 0 D  
Common Stock 10/22/2009   G V 63 D $ 0 0 D  
Common Stock 06/16/2009   G V 120 D $ 0 0 D  
Common Stock 12/18/2009   G V 120,000 (3) D $ 0 0 D  
Common Stock-GRAT 12/18/2009   G V 120,000 A $ 0 120,000 I GRAT
Common Stock 12/04/2009   G V 30,000 (6) D $ 0 0 D  
Common Stock Ownership By Spouse 12/04/2009   G V 30,000 A $ 0 0 I Spouse
Common Stock - Ira               3,782.53 (2) D  
Common Stock - Ira               3,024.73 (7) I IRA - Spouse
Common Stock 401k               13,299.08 (5) I 401k

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy) $ 17.14 01/22/2010   A   55,000 (8)   01/22/2011 01/22/2020 Common Stock 55,000 $ 17.14 55,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DEBENEDICTIS NICHOLAS
762 W LANCASTER AVE.
BRYN MAWR, PA 19010		   X     CHAIRMAN & PRESIDENT  

Signatures

 /s/ Brian Dingerdissen, attorney-in-fact for Mr. DeBenedictis   02/16/2010
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Grant of 22,000 shares of restricted stock which vest one-third each year on the anniversary of the grant date, subject to meeting performance criteria.
(2) Includes 225.585 shares acquired under the Issuer's dividend reinvestment plan since the date of the reporting person's last ownership report.
(3) On December 18, 2009, the reporting person contributed 120,000 shares to a grantor retained annuity trust (the "GRAT"). These shares were previously reported as directly beneficially owned by the reporting person but are now reported as indirectly beneficially owned by the reporting person by virtue of his serving as trustee of the GRAT and his pecuniary interest in the retained annuity provided therein.
(4) On December 21, 2009, the reporting person's spouse contributed 30,000 shares to a GRAT. These shares are reported as indirectly owned by the reporting person by virtue of his spouse serving as trustee of the GRAT and her pecuniary interest in the retained annuity provided therein.
(5) Since the date of the reporting person's last ownership report, the reporting person acquired 226.0746 shares under the Issuer's 401k Plan.
(6) This transaction involves a gift of 30,000 shares by the reporting person to his spouse.
(7) Includes 98.27 shares acquired under the Issuer's dividend reinvestment plan since the date of the reporting person's last ownership report.
(8) Grant of 55,000 shares of stock options which vest one-third each year on the anniversary of the grant.
(9) This transaction involves a gift of 1000,000 shares by the reporting person to his spouse.
(10) On November 23, 2009, the reporting person's spouse contributed 90,000 shares to a GRAT. These shares are reported as indirectly owned by the reporting person by virtue of his spouse serving as trustee of the GRAT and her pecuniary interest in the retained annuity provided therein.
 
Remarks:
This Amended Form 4 is being filed to correct inaccurate share numbers that were reported in Table I of the original Form 4 filed on January 26, 2010. All share numbers reported in Column 5 of table I are as of February 16, 2010.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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