UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 11-K

               [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
                   For the fiscal year ended December 31, 2004


                                       OR


             [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]


                          Commission file number 1-6659
                                                 ------

                           A. Full title of the Plan:

                               Aqua America, Inc.
                         401(k) and Profit Sharing Plan


          B. Name of issuer of the securities held pursuant to the Plan
               and the address of its principal executive office:

                               AQUA AMERICA, INC.
                             762 W. Lancaster Avenue
                               Bryn Mawr, PA 19010







                               AQUA AMERICA, INC.
                         401(K) AND PROFIT SHARING PLAN



The following audited financial statements are included with this report:

Exhibit:                                                                    Page

         23.1 Consent of Beard Miller Company LLP                             4
         99.1 Financial Statements and Supplementary Schedules                5
              as of December 31, 2004 and 2003








                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Aqua
America, Inc. has duly caused this annual report to be signed by the undersigned
thereunto duly authorized.


                               AQUA AMERICA, INC.
                         401(K) AND PROFIT SHARING PLAN


  Plan Sponsor:                                                     Date



      /s/ Roy H. Stahl                                             6/27/05
      ------------------------------                          ------------------
      Roy H. Stahl
      Executive Vice President and General Counsel
      Aqua America, Inc.