RE: OFFICIAL NOTICE ANNUAL MEETING OF THE MEMBERS/STOCKHOLDERS

Dear Member/Stockholder:

You are cordially invited to attend the Annual Meeting of the Members/Stockholders of Bartonville Water Supply Corporation that will be held on Monday, April 8, 2002, at 7:30 P.M. at Crossroads Bible Church, 9099 FM 407, Bartonville, Texas.

The Agenda for the Annual Meeting is printed on the back of this notice. The Annual Meeting will include the election of two (2) Directors to serve three (3) year terms. The Directors whose terms expire are Larry Kaufman, Unincorporated Denton County and Carla Anderson, Bartonville. Nominations for the two positions will be made at the Annual Meeting. At the Annual Meeting April 1982, the Members/Stockholders passed a Resolution that a political entity may have no more than three (3) Members/Stockholders on the Board.

Members/Stockholders are reminded that to be eligible to vote, they must be a "Member/Stockholder of Record" at the close of business March 15, 2002; renters and leasees are not eligible to vote. The By Laws of the corporation permit only one (1) vote per Member/Stockholder regardless of the number of water connections in his/her name.

Your PROXY STATEMENT is important so that your vote can be counted and also to help establish a quorum. The enclosed PROXY STATEMENT printed on blue paper will allow you to designate someone who is attending the Annual Meeting to vote in your place. A Member/Stockholder may revoke his/her PROXY STATEMENT at the meeting should he/she decide to attend and vote by ballot. ALL PROXY STATEMENTS must be on the enclosed PROXY STATEMENT FORM and signed by the Member/Stockholder. Proxy Statement Forms improperly executed may result in disqualification of the Proxy Statement by the Credentials Committee.

Due to the time necessary to validate and count Proxy Statements by the Credentials Committee, All PROXY STATEMENTS MUST BE RECEIVED AT THE CORPORATION'S OFFICE BY 5:00 P.M. ON WEDNESDAY, APRIL 3, 2002 OR BE POSTMARKED ON OR BEFORE APRIL 3, 2002. Proxy Statements received in the office or postmarked after April 3, 2002 or brought to the Annual Meeting cannot be validated and counted!

Be sure to attend the Annual Meeting in person or return your PROXY STATEMENT FORM so that you will be eligible for the drawings for water/gallon credit to be applied to your water bill.

EIGHT (8) DRAWINGS FOR A TOTAL OF 100,000 GALLONS OF WATER WILL BE AWARDED TO FOUR (4) MEMBERS/STOCKHOLDERS PRESENT AT THE ANNUAL MEETING AND FOUR (4) MEMBERS/STOCKHOLDERS WHO RETURN THEIR PROXY STATEMENTS BY THE APRIL 3, 2002 DEADLINE!

Larry Kaufman Secretary-Treasurer