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<TITLE>CONNECTICUT WATER SERVICE, INC.</TITLE>
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<P align="right" style="font-size: 10pt">As filed with the Securities and Exchange Commission on July&nbsp;20, 2004<BR>
Registration No.&nbsp;333-______________<BR>
&nbsp;


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<P align="center" style="font-size: 14pt"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION</B>

<DIV align="center" style="font-size: 12pt"><B>Washington, D.C. 20549</B>
</DIV>

<P align="center" style="font-size: 18pt"><B>FORM S-8</B>

<DIV align="center" style="font-size: 10pt"><B>REGISTRATION STATEMENT</B></DIV>


<DIV align="center" style="font-size: 10pt"><B>UNDER THE</B></DIV>


<DIV align="center" style="font-size: 10pt"><B>SECURITIES ACT OF 1933</B></DIV>


<P align="center" style="font-size: 24pt"><B>CONNECTICUT WATER SERVICE, INC.</B>

<DIV align="center" style="font-size: 10pt">(Exact Name of Registrant as Specified in Its Charter)</DIV>


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    <TD align="center" valign="top"><B>Connecticut</B><BR>
(State or Other Jurisdiction of<BR>
incorporation)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>4941</B><BR>
(Primary Standard Industrial<BR>
Classification Code Number)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>06-0739839</B><BR>
(IRS Employer Identification<BR>
Number)</TD>
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</DIV>



<P align="center" style="font-size: 10pt"><B>93 West Main Street<BR>
Clinton, Connecticut 06413<BR>
(860)&nbsp;669-8636</B>



<P align="center" style="font-size: 10pt">(Address, Including Zip Code, and Telephone Number, including<BR>
area code, of Registrant&#146;s Principal Executive Offices)



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<P align="center" style="font-size: 10pt"><B>CONNECTICUT WATER SERVICE, INC.<BR>
2004 PERFORMANCE STOCK PROGRAM</B><BR>
(Full Title of Plan)



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    <TD align="center" valign="top">David C. Benoit<BR>
Connecticut Water Service, Inc.
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><I>With a copy to:</I></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">93 West Main Street<BR>
Clinton, Connecticut 06413<BR>
Telephone: (860)&nbsp;669-8630<BR>
(Name, Address, Including Zip Code, and<BR>
Telephone Number, Including Area Code, of<BR>
Agent For Service)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Edward B. Whittemore, Esq.<BR>
Murtha Cullina LLP<BR>
CityPlace, 29<SUP style="font-size: 80%; vertical-align: top;">th</SUP> Floor<BR>
185 Asylum Street<BR>
Hartford, Connecticut 06103<BR>
Telephone: (860)&nbsp;240-6075</TD>
</TR>


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<P align="center" style="font-size: 10pt">&nbsp;
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    <TD>&nbsp;</TD>

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    <TD width="2%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>

    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>

    <TD width="3%">&nbsp;</TD>
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    <TD width="2%">&nbsp;</TD>

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    <TD nowrap align="left" colspan="17"><B>&nbsp;</B><HR size="4" noshade></TD>
</TR>
<TR style="font-size: 10pt" valign="bottom">
    <TD nowrap align="center" colspan="17"><B>CALCULATION OF REGISTRATION FEE</B><HR size="1" noshade></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Title of each class of</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>maximum</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed maximum</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount of</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>securities to be</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount to be</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>offering price per</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>aggregate offering</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>registration</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>registered</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Registered</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>share (3)</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Price (3)</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>fee</B></TD>
</TR>


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    <TD><DIV style="margin-left:10px; text-indent:-10px">Common Stock,
Without Par
Value(1)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="center">700,000 shares(2)</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">24.78</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">17,346,000.00</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">2,197.74</TD>
    <TD>&nbsp;</TD>
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    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>This Registration Statement also pertains to Preference Share Purchase
Rights (&#147;Rights&#148;) of the Registrant. Until the occurrence of certain
prescribed events, the Rights are not exercisable, will be evidenced by
the certificates for the Common Stock and will be transferred along with
and only with the Common Stock.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>In addition, pursuant to Rule&nbsp;416(a), this Registration Statement also
covers such indeterminate number of additional shares of Common Stock and
Rights as is necessary to eliminate any dilutive effect of any future
stock split, stock dividend or similar transaction.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(3)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933. Based upon
the average of the high and low prices reported for the Common Stock in
the Nasdaq National Market System on July&nbsp;15, 2004.</TD>
</TR>

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<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<P align="center" style="font-size: 10pt"><B>EXPLANATORY STATEMENT</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Registration Statement relates to 700,000 shares of common stock,
without par value (&#147;Common Stock&#148;), of Connecticut Water Service, Inc. (the
&#147;Company&#148;), together with the related Preference Share Purchase Rights, to be
issued pursuant to stock options and other awards granted under the Connecticut
Water Service, Inc. 2004 Performance Stock Program (the &#147;Program&#148;) to eligible
employees, non-employee directors and consultants of the Company or its
subsidiaries.

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<P align="center" style="font-size: 10pt"><B>PART I</B>



<P align="center" style="font-size: 10pt"><B>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The document(s) containing the information specified in Part&nbsp;I of Form S-8
will be sent or given to participants in the Program as specified by Rule
428(b)(1) promulgated by the Securities and Exchange Commission (the
&#147;Commission&#148;) under the Securities Act of 1933 (the &#147;Securities Act&#148;). Such
documents are not being filed with the Commission, but constitute (along with
the documents incorporated by reference into this registration statement
pursuant to Item&nbsp;3 of Part&nbsp;II hereof) a prospectus that meets the requirements
of Section 10(a) of the Securities Act.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company shall furnish without charge to each person to whom the
prospectus is delivered, on the written or oral request of such person, a copy
of any and all of the documents incorporated by reference into this
registration statement, other than exhibits to such documents (unless such
exhibits are specifically incorporated by reference to the information that is
incorporated). Requests should be directed to Connecticut Water Service, Inc.,
Attention: Michele G. DiAcri, Corporate Secretary, 93 West Main Street,
Clinton, CT 064103, telephone: 1-800-428-3985, extension: 3015.

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<P align="center" style="font-size: 10pt"><B>PART II</B>



<P align="center" style="font-size: 10pt"><B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B>


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<P align="left" style="font-size: 10pt"><B>Item&nbsp;3. Incorporation of Documents by Reference</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents filed by the Company with the Commission are
incorporated herein by reference:


<P>

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    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Company&#146;s Annual Report on Form 10-K for the
fiscal year ended December&nbsp;31, 2003, filed pursuant to
Section 13(a) of the Securities Exchange Act of 1934, as
amended (the &#147;1934 Act&#148;);</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Company&#146;s Proxy Statement dated March&nbsp;12, 2004
for the Company&#146;s Annual Meeting of Shareholders held on
April&nbsp;23, 2004;</TD>
</TR>


</TABLE>

<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Company&#146;s quarterly report on Form 10-Q for
the quarter ended March&nbsp;31, 2004, filed on May&nbsp;10, 2004;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(d)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Company&#146;s current report on Form 8-K filed on
April&nbsp;15, 2004;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(e)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>All other reports filed pursuant to Section 13(a)
or 15(d) of the 1934 Act since the end of the fiscal year
covered by the document referred to in (a)&nbsp;above;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(f)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The description of the Company&#146;s Common Stock
which is contained in its registration statement filed
under the 1934 Act, and any amendment or report filed under
the 1934 Act for the purpose of updating such description;
and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(g)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The description of the Company&#146;s Preference Share
Purchase Rights contained in the Registration Statement on
Form 8-A filed with the Commission on September&nbsp;28, 1998 to
register its Preference Share Purchase Rights pursuant to
Section 12(g) of the 1934 Act, including any amendments or
reports filed for purposes of updating such description.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all shares of Common Stock
offered hereby have been sold or which deregisters all shares of Common Stock
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration statement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Certain information contained in this registration statement summarizes,
is based upon, or refers to, information contained in one or more exhibits to
this Registration Statement. Accordingly, the information contained herein is
qualified in its entirety by reference to such documents and should be read in
conjunction therewith.

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<P align="left" style="font-size: 10pt"><B>Item&nbsp;4. Description of Securities</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.

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<P align="left" style="font-size: 10pt"><B>Item&nbsp;5. Interests of Named Experts and Counsel</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.


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<!-- link2 "Item&nbsp;6. Indemnification of Directors and Officers" -->

<P align="left" style="font-size: 10pt"><B>Item&nbsp;6. Indemnification of Directors and Officers</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;33-771(a) of the Connecticut Business Corporation Act (&#147;CBCA&#148;)
provides that the Company shall, subject to the determination and authorization
requirements of Section&nbsp;33-775, indemnify an individual who is a party to a
proceeding because he or she is a director of the Company against liability
incurred in the proceeding if such individual acted in good faith and
reasonably believed, in the case of conduct in his or her official capacity,
that his or her conduct was in the best interests of the Company, and, in all
other cases, that his or her conduct was at least not opposed to the best
interests of the Company. For indemnification in the case of any criminal
proceeding, a director must have had no reasonable cause to believe his or her
conduct was unlawful. Section&nbsp;33-776 of the CBCA provides that the Company
shall, subject to the determination and authorization requirements of Section
33-775, indemnify an individual who is a party to a proceeding because he or
she is an officer of the Company to the same extent as if the individual was a
director of the Company under Section&nbsp;33-771.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The termination of a proceeding by judgment, order, settlement or
conviction or upon a plea of nolo contendere or its equivalent is not, of
itself, determinative that a director did not meet the relevant standard of
conduct described in Section&nbsp;33-771 of the CBCA. Section 771(d) of the CBCA
provides that, unless ordered by a court, the Company shall not indemnify a
director under Section&nbsp;33-771 of the CBCA in connection with a proceeding by or
in the right of the Company, except for reasonable expenses incurred in
connection with the proceeding if it is determined that the director has met
the relevant standard of conduct under Section&nbsp;33-771 of the CBCA, or in
connection with any proceeding with respect to conduct for which the director
was found liable on the basis that he or she received a financial benefit to
which he or she was not entitled, whether or not involving action in his or her
official capacity.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;33-772 of the CBCA requires the Company to indemnify a director
who was wholly successful, on the merits or otherwise, in the defense of any
proceeding to which such director was a party because he or she was a director
of the Company against reasonable expenses incurred by him in connection with
the proceeding.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;33-773 of the CBCA provides that the Company may advance funds to
pay for or reimburse the reasonable expenses incurred by a director who is a
party to a proceeding because he or she is a director. The director is
required to deliver a written affirmation of his good faith belief that he has
met the relevant standard of conduct described in Section&nbsp;33-771 of the CBCA
and an undertaking to repay any funds advanced if such director is not entitled
to mandatory indemnification and it is ultimately determined that he or she has
not met the relevant standard of conduct.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;33-775 of the CBCA provides that the Company shall not indemnify a
director under Section&nbsp;33-771 unless authorized for a specific proceeding after
a determination has been made that indemnification of the director is
permissible because he or she has met the relevant standard of conduct set
forth in Section&nbsp;33-711. For directors, the determination and authorization
required by Section&nbsp;33-775 may be made by, if there are two or more
disinterested directors, a majority vote of all the disinterested directors or
by a majority vote of the members of a committee of two or more disinterested
directors, by special legal counsel, or by the


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<P align="left" style="font-size: 10pt">shareholders. For officers, the determination and authorization required
by Section&nbsp;33-775 may be also be made by the general counsel of the Company or
such other or additional officer or officers as the board of directors may
specify.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Articles Sixth and Seventh of the Amended and Restated Certificate of
Incorporation, as amended, of the Company provide for indemnification of
directors, officers and other persons as follows:



<P align="left" style="margin-left:3%; font-size: 10pt">SIXTH:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The personal liability of any person who is or was a director of
the Company to the Company or its stockholders for monetary damages for
breach of duty as a director is hereby limited to the amount of the
compensation received by the director for serving the Company during the
year or years in which the violation occurred so long as such breach did
not (i)&nbsp;involve a knowing and culpable violation of law by the director,
(ii)&nbsp;enable the director or an associate, as defined in Section&nbsp;33-840 of
the Connecticut General Statutes, to receive an improper personal
economic gain, (iii)&nbsp;show a lack of good faith and a conscious disregard
for the duty of the director to the Company under circumstances in which
the director was aware that his or her conduct or omission created an
unjustifiable risk of serious injury to the Company, (iv)&nbsp;constitute a
sustained and unexcused pattern of inattention that amounted to an
abdication of the director&#146;s duty to the Company, or (v)&nbsp;create liability
under Section&nbsp;33-757 of the Connecticut General Statutes. Any lawful
repeal or modification of this provision of the Amended and Restated
Certificate of Incorporation of the Company by the stockholders and the
Board of Directors of the Company shall not adversely affect any right or
protection of a person who is or was a director of the Company existing
at or prior to the time of such repeal or modification.



<P align="left" style="margin-left:3%; font-size: 10pt">SEVENTH:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company shall, to the fullest extent permitted by law,
indemnify its directors from and against any and all of the liabilities,
expenses and other matters referred to in or covered by the Connecticut
Business Corporation Act. In furtherance and not in limitation thereof,
the Company shall indemnify each director for liability, as defined in
subsection (5)&nbsp;of Section&nbsp;33-770 of the Connecticut General Statutes, to
any person for any action taken, or any failure to take any action, as a
director, except liability that (i)&nbsp;involved a knowing and culpable
violation of law by the director, (ii)&nbsp;enabled the director or an
associate, as defined in Section&nbsp;33-840 of the Connecticut General
Statutes, to receive an improper personal economic gain, (iii)&nbsp;showed a
lack of good faith and a conscious disregard for the duty of the director
to the Company under circumstances in which the director was aware that
his or her conduct or omission created an unjustifiable risk of serious
injury to the Company, (iv)&nbsp;constituted a sustained and unexcused pattern
of inattention that amounted to an abdication of the director&#146;s duty to
the Company, or (v)&nbsp;created liability under Section&nbsp;33-757 of the
Connecticut General Statutes; provided that nothing in this sentence
shall affect the indemnification of or advance of expenses to a director
for any liability stemming from acts or omissions occurring prior to the
effective date of this Article&nbsp;SEVENTH.


<P align="center" style="font-size: 10pt">-4-
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="left" style="margin-left:3%; font-size: 10pt">The Company shall indemnify each officer of the Company who is not a
director, or who is a director but is made a party to a proceeding in his
or her capacity solely as an officer, to the same extent as the Company
is permitted to provide the same to a director, and may indemnify such
persons to the extent permitted by Section&nbsp;33-776 of the Connecticut
General Statutes.



<P align="left" style="margin-left:3%; font-size: 10pt">The indemnification provided for herein shall not be deemed exclusive of
any other rights to which those indemnified may be entitled under any
Bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in such person&#146;s official capacity and as to
action in another capacity while holding such office, and shall continue
as to a person who has ceased to be a director or officer and shall inure
to the benefit of the heirs, executors and administrators of such a
person.



<P align="left" style="margin-left:3%; font-size: 10pt">B.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Expenses incurred by a director or officer of the Company in defending
a civil or criminal action, suit or proceeding shall be paid for or
reimbursed by the Company to the fullest extent permitted by law in
advance of the final disposition of such action, suit or proceeding upon
receipt of an undertaking by or on behalf of such director or officer to
repay such amount if it shall be ultimately determined that such director
or officer is not entitled to be indemnified by the Company.



<P align="left" style="margin-left:3%; font-size: 10pt">C.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company may indemnify and pay for or reimburse the expenses of
employees and agents not otherwise entitled to indemnification pursuant
to this Article&nbsp;SEVENTH on such terms and conditions as may be
established by the Board of Directors.



<P align="left" style="margin-left:3%; font-size: 10pt">D.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No amendment to or repeal of this Article&nbsp;SEVENTH shall apply to or
have any effect on the indemnification of any director, officer, employee
or agent of the Company for or with respect to any acts or omissions of
such director, officer, employee or agent occurring prior to such
amendment or repeal, nor shall any such amendment or repeal apply to or
have any effect on the obligations of the Company to pay for or reimburse
in advance expenses incurred by a director, officer, employee or agent of
the Company in defending any action, suit or proceeding arising out of or
with respect to any acts or omissions occurring prior to such amendment
or repeal.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;33-777 of the CBCA authorizes the Company to purchase and maintain
insurance on behalf of the Company&#146;s directors and officers. The directors and
officers of the Company are covered by liability insurance. The Company has
also purchased an insurance policy covering the possible liability of its
officers and employees, as well as directors and former directors, for any
losses or liability they might incur in their positions as administrators of
The Connecticut Water Company Employees&#146; Retirement Plan and Trust.

<!-- link2 "Item&nbsp;7. Exemption from Registration Claimed" -->

<P align="left" style="font-size: 10pt"><B>Item&nbsp;7. Exemption from Registration Claimed</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.


<P align="center" style="font-size: 10pt">-5-
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<!-- link2 "Item&nbsp;8. Exhibits" -->

<P align="left" style="font-size: 10pt"><B>Item&nbsp;8. Exhibits</B>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="8%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="90%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Exhibit No.</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Description</B><HR size="1" noshade></TD>
</TR>


<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="center"><DIV style="margin-left:0px; text-indent:-0px">4.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Connecticut Water Service, Inc. 2004 Performance Stock Program
(incorporated by reference from Exhibit&nbsp;A to the Company&#146;s Proxy
Statement dated March&nbsp;12, 2004 for the Annual Meeting of Shareholders
held on April&nbsp;23, 2004).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="center"><DIV style="margin-left:0px; text-indent:-0px">4.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Rights Agreement, dated as of August&nbsp;12, 1998 (as amended on
October&nbsp;30, 2001), between Connecticut Water Service, Inc. and
Registrar and Transfer Company, which includes the form of the
Certificate of Amendment of Certificate of Incorporation with respect
to Series&nbsp;A Junior Participating Preference Stock as Exhibit&nbsp;A, the
form of Right Certificate as Exhibit&nbsp;B and the Summary of Rights to
Purchase Shares of Preference Stock as Exhibit&nbsp;C (incorporated by
reference from Exhibit&nbsp;1 to the Company&#146;s Registration Statement on
Form&nbsp;8-A filed with the Commission on September&nbsp;25, 1998).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="center"><DIV style="margin-left:0px; text-indent:-0px">5
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Murtha Cullina LLP (filed herewith).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="center"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Murtha Cullina LLP (included in the opinion filed as Exhibit&nbsp;5).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="center"><DIV style="margin-left:0px; text-indent:-0px">23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of PricewaterhouseCoopers LLP (filed herewith).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="center"><DIV style="margin-left:0px; text-indent:-0px">24
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney (See Page 8).</TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>


<!-- link2 "Item&nbsp;9. Undertakings" -->

<P align="left" style="font-size: 10pt"><B>Item&nbsp;9. Undertakings</B>


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>A.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Undertaking to Update Annually</B></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The undersigned registrant hereby undertakes:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;&nbsp;&nbsp;&nbsp;To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="9%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="right">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="9%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="right">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>To reflect in the Prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;)</TD>
</TR>

</TABLE>

<P align="center" style="font-size: 10pt">-6-
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="9%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="right">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>To include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;</TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt">provided, however, that paragraph (1)(i) and (1)(ii) above do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the registrant pursuant to Section&nbsp;13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the Registration Statement.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;&nbsp;&nbsp;&nbsp;That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;&nbsp;&nbsp;&nbsp;To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>B.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Undertaking With Respect to Incorporating Subsequent 1934 Act Documents
By Reference</B></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant&#146;s annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan&#146;s annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>C.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Undertaking With Respect to Indemnification of Directors, Officers or
Controlling Persons</B></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.


<P align="center" style="font-size: 10pt">-7-
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<!-- link1 "SIGNATURES" -->

<P align="center" style="font-size: 10pt"><B>SIGNATURES</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Clinton and State of
Connecticut on the 20th day of July, 2004.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="54%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="40%">&nbsp;</TD>
</TR>

<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left"><B>CONNECTICUT WATER SERVICE, INC</B>.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ Marshall T. Chiaraluce</TD>
</TR>

<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR size="1" noshade>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Name: Marshall T. Chiaraluce<BR>
Title: President, Chairman of the Board<BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;and
Chief Executive Officer</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears
below hereby constitutes Marshall T. Chiaraluce, David C. Benoit, and Michele
G. DiAcri, and each of them singly, such person&#146;s true and lawful attorneys,
with full power to them and each of them to sign for such person and in such
person&#146;s name and capacity indicated below any and all amendments to this
Registration Statement, hereby ratifying and confirming such person&#146;s signature
as it may be signed by said attorneys to any and all such amendments.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="30%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Signature</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Title</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Date</B><HR size="1" noshade></TD>
</TR>


<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" nowrap valign="top">/s/ Marshall T. Chiaraluce<BR>
<HR size="1" noshade>
Marshall T. Chiaraluce<BR>
(Principal Executive Officer)</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">
Director, President,
Chairman of
the Board and Chief
Executive
Officer
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">July 20, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ David C. Benoit<BR>
<HR size="1" noshade>
David C. Benoit<BR>
(Principal Financial and
Accounting Officer)</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">
Vice President - Finance,
Chief
Financial Officer and Treasurer
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">July 20, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ Roger Engle<BR>
<HR size="1" noshade>
Roger Engle</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">July 19, 2004</TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">-8-
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="30%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Signature</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Title</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Date</B><HR size="1" noshade></TD>
</TR>


<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ Mary Ann Hanley<BR>
<HR size="1" noshade>
Mary Ann Hanley</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">July 19, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ Marcia L. Hincks<BR>
<HR size="1" noshade>
Marcia Hincks</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">July 17, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ Mark G. Kachur<BR>
<HR size="1" noshade>
Mark G. Kachur</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">July 13, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ Ronald D. Lengyel<BR>
<HR size="1" noshade>
Ronald D. Lengyel</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">July 14, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ David A. Lentini<BR>
<HR size="1" noshade>
David A. Lentini</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">July 13, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ Robert F. Neal<BR>
<HR size="1" noshade>
Robert F. Neal</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">July 19, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ Arthur C. Reeds<BR>
<HR size="1" noshade>
Arthur C. Reeds</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">July 13, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ Lisa J. Thibdaue<BR>
<HR size="1" noshade>
Lisa J. Thibdaue</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">July 15, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ Carol P. Wallace<BR>
<HR size="1" noshade>
Carol P. Wallace</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">July 19, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ Donald B. Wilbur<BR>
<HR size="1" noshade>
Donald B. Wilbur</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">July 13, 2004</TD>
</TR>


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    <TD>&nbsp;</TD>
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    <TD valign="top" align="center"><DIV style="margin-left:0px; text-indent:-0px">5
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Murtha Cullina LLP</TD>
</TR>

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    <TD>&nbsp;</TD>
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    <TD valign="top" align="center"><DIV style="margin-left:0px; text-indent:-0px">23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of PricewaterhouseCoopers LLP</TD>
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{"company-data": {"conformed-name": "CONNECTICUT WATER SERVICE INC / CT", "cik": "0000276209", "assigned-sic": "4941", "irs-number": "060739839", "state-of-incorporation": "CT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-117494", "film-number": "04921078"}, "business-address": {"street1": "93 W MAIN ST", "city": "CLINTON", "state": "CT", "zip": "06413", "phone": "8606698630"}, "mail-address": {"street1": "93 WEST MAIN ST", "city": "CLINTON", "state": "CT", "zip": "06413"}}
CONNECTICUT WATER SERVICE, INC.
As filed with the Securities and Exchange Commission on July 20, 2004
Registration No. 333-______________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
CONNECTICUT WATER SERVICE, INC.
(Exact Name of Registrant as Specified in Its Charter)
Connecticut
(State or Other Jurisdiction of
incorporation)
4941
(Primary Standard Industrial
Classification Code Number)
06-0739839
(IRS Employer Identification
Number)
93 West Main Street
Clinton, Connecticut 06413
(860) 669-8636
(Address, Including Zip Code, and Telephone Number, including
area code, of Registrant's Principal Executive Offices)
CONNECTICUT WATER SERVICE, INC.
2004 PERFORMANCE STOCK PROGRAM
(Full Title of Plan)
David C. Benoit
Connecticut Water Service, Inc.
With a copy to:
93 West Main Street
Clinton, Connecticut 06413
Telephone: (860) 669-8630
(Name, Address, Including Zip Code, and
Telephone Number, Including Area Code, of
Agent For Service)
Edward B. Whittemore, Esq.
Murtha Cullina LLP
CityPlace, 29
th
Floor
185 Asylum Street
Hartford, Connecticut 06103
Telephone: (860) 240-6075
CALCULATION OF REGISTRATION FEE
Proposed
Title of each class of
maximum
Proposed maximum
Amount of
securities to be
Amount to be
offering price per
aggregate offering
registration
registered
Registered
share (3)
Price (3)
fee
Common Stock,
Without Par
Value(1)
700,000 shares(2)
$
24.78
$
17,346,000.00
$
2,197.74
(1)
This Registration Statement also pertains to Preference Share Purchase
Rights ("Rights") of the Registrant. Until the occurrence of certain
prescribed events, the Rights are not exercisable, will be evidenced by
the certificates for the Common Stock and will be transferred along with
and only with the Common Stock.
(2)
In addition, pursuant to Rule 416(a), this Registration Statement also
covers such indeterminate number of additional shares of Common Stock and
Rights as is necessary to eliminate any dilutive effect of any future
stock split, stock dividend or similar transaction.
(3)
Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933. Based upon
the average of the high and low prices reported for the Common Stock in
the Nasdaq National Market System on July 15, 2004.
EXPLANATORY STATEMENT
This Registration Statement relates to 700,000 shares of common stock,
without par value ("Common Stock"), of Connecticut Water Service, Inc. (the
"Company"), together with the related Preference Share Purchase Rights, to be
issued pursuant to stock options and other awards granted under the Connecticut
Water Service, Inc. 2004 Performance Stock Program (the "Program") to eligible
employees, non-employee directors and consultants of the Company or its
subsidiaries.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participants in the Program as specified by Rule
428(b)(1) promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933 (the "Securities Act"). Such
documents are not being filed with the Commission, but constitute (along with
the documents incorporated by reference into this registration statement
pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements
of Section 10(a) of the Securities Act.
The Company shall furnish without charge to each person to whom the
prospectus is delivered, on the written or oral request of such person, a copy
of any and all of the documents incorporated by reference into this
registration statement, other than exhibits to such documents (unless such
exhibits are specifically incorporated by reference to the information that is
incorporated). Requests should be directed to Connecticut Water Service, Inc.,
Attention: Michele G. DiAcri, Corporate Secretary, 93 West Main Street,
Clinton, CT 064103, telephone: 1-800-428-3985, extension: 3015.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by the Company with the Commission are
incorporated herein by reference:
(a)
The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2003, filed pursuant to
Section 13(a) of the Securities Exchange Act of 1934, as
amended (the "1934 Act");
(b)
The Company's Proxy Statement dated March 12, 2004
for the Company's Annual Meeting of Shareholders held on
April 23, 2004;
(c)
The Company's quarterly report on Form 10-Q for
the quarter ended March 31, 2004, filed on May 10, 2004;
(d)
The Company's current report on Form 8-K filed on
April 15, 2004;
(e)
All other reports filed pursuant to Section 13(a)
or 15(d) of the 1934 Act since the end of the fiscal year
covered by the document referred to in (a) above;
(f)
The description of the Company's Common Stock
which is contained in its registration statement filed
under the 1934 Act, and any amendment or report filed under
the 1934 Act for the purpose of updating such description;
and
(g)
The description of the Company's Preference Share
Purchase Rights contained in the Registration Statement on
Form 8-A filed with the Commission on September 28, 1998 to
register its Preference Share Purchase Rights pursuant to
Section 12(g) of the 1934 Act, including any amendments or
reports filed for purposes of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all shares of Common Stock
offered hereby have been sold or which deregisters all shares of Common Stock
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration statement.
Certain information contained in this registration statement summarizes,
is based upon, or refers to, information contained in one or more exhibits to
this Registration Statement. Accordingly, the information contained herein is
qualified in its entirety by reference to such documents and should be read in
conjunction therewith.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
-2-
Item 6. Indemnification of Directors and Officers
Section 33-771(a) of the Connecticut Business Corporation Act ("CBCA")
provides that the Company shall, subject to the determination and authorization
requirements of Section 33-775, indemnify an individual who is a party to a
proceeding because he or she is a director of the Company against liability
incurred in the proceeding if such individual acted in good faith and
reasonably believed, in the case of conduct in his or her official capacity,
that his or her conduct was in the best interests of the Company, and, in all
other cases, that his or her conduct was at least not opposed to the best
interests of the Company. For indemnification in the case of any criminal
proceeding, a director must have had no reasonable cause to believe his or her
conduct was unlawful. Section 33-776 of the CBCA provides that the Company
shall, subject to the determination and authorization requirements of Section
33-775, indemnify an individual who is a party to a proceeding because he or
she is an officer of the Company to the same extent as if the individual was a
director of the Company under Section 33-771.
The termination of a proceeding by judgment, order, settlement or
conviction or upon a plea of nolo contendere or its equivalent is not, of
itself, determinative that a director did not meet the relevant standard of
conduct described in Section 33-771 of the CBCA. Section 771(d) of the CBCA
provides that, unless ordered by a court, the Company shall not indemnify a
director under Section 33-771 of the CBCA in connection with a proceeding by or
in the right of the Company, except for reasonable expenses incurred in
connection with the proceeding if it is determined that the director has met
the relevant standard of conduct under Section 33-771 of the CBCA, or in
connection with any proceeding with respect to conduct for which the director
was found liable on the basis that he or she received a financial benefit to
which he or she was not entitled, whether or not involving action in his or her
official capacity.
Section 33-772 of the CBCA requires the Company to indemnify a director
who was wholly successful, on the merits or otherwise, in the defense of any
proceeding to which such director was a party because he or she was a director
of the Company against reasonable expenses incurred by him in connection with
the proceeding.
Section 33-773 of the CBCA provides that the Company may advance funds to
pay for or reimburse the reasonable expenses incurred by a director who is a
party to a proceeding because he or she is a director. The director is
required to deliver a written affirmation of his good faith belief that he has
met the relevant standard of conduct described in Section 33-771 of the CBCA
and an undertaking to repay any funds advanced if such director is not entitled
to mandatory indemnification and it is ultimately determined that he or she has
not met the relevant standard of conduct.
Section 33-775 of the CBCA provides that the Company shall not indemnify a
director under Section 33-771 unless authorized for a specific proceeding after
a determination has been made that indemnification of the director is
permissible because he or she has met the relevant standard of conduct set
forth in Section 33-711. For directors, the determination and authorization
required by Section 33-775 may be made by, if there are two or more
disinterested directors, a majority vote of all the disinterested directors or
by a majority vote of the members of a committee of two or more disinterested
directors, by special legal counsel, or by the
-3-
shareholders. For officers, the determination and authorization required
by Section 33-775 may be also be made by the general counsel of the Company or
such other or additional officer or officers as the board of directors may
specify.
Articles Sixth and Seventh of the Amended and Restated Certificate of
Incorporation, as amended, of the Company provide for indemnification of
directors, officers and other persons as follows:
SIXTH:     The personal liability of any person who is or was a director of
the Company to the Company or its stockholders for monetary damages for
breach of duty as a director is hereby limited to the amount of the
compensation received by the director for serving the Company during the
year or years in which the violation occurred so long as such breach did
not (i) involve a knowing and culpable violation of law by the director,
(ii) enable the director or an associate, as defined in Section 33-840 of
the Connecticut General Statutes, to receive an improper personal
economic gain, (iii) show a lack of good faith and a conscious disregard
for the duty of the director to the Company under circumstances in which
the director was aware that his or her conduct or omission created an
unjustifiable risk of serious injury to the Company, (iv) constitute a
sustained and unexcused pattern of inattention that amounted to an
abdication of the director's duty to the Company, or (v) create liability
under Section 33-757 of the Connecticut General Statutes. Any lawful
repeal or modification of this provision of the Amended and Restated
Certificate of Incorporation of the Company by the stockholders and the
Board of Directors of the Company shall not adversely affect any right or
protection of a person who is or was a director of the Company existing
at or prior to the time of such repeal or modification.
SEVENTH:     A.     The Company shall, to the fullest extent permitted by law,
indemnify its directors from and against any and all of the liabilities,
expenses and other matters referred to in or covered by the Connecticut
Business Corporation Act. In furtherance and not in limitation thereof,
the Company shall indemnify each director for liability, as defined in
subsection (5) of Section 33-770 of the Connecticut General Statutes, to
any person for any action taken, or any failure to take any action, as a
director, except liability that (i) involved a knowing and culpable
violation of law by the director, (ii) enabled the director or an
associate, as defined in Section 33-840 of the Connecticut General
Statutes, to receive an improper personal economic gain, (iii) showed a
lack of good faith and a conscious disregard for the duty of the director
to the Company under circumstances in which the director was aware that
his or her conduct or omission created an unjustifiable risk of serious
injury to the Company, (iv) constituted a sustained and unexcused pattern
of inattention that amounted to an abdication of the director's duty to
the Company, or (v) created liability under Section 33-757 of the
Connecticut General Statutes; provided that nothing in this sentence
shall affect the indemnification of or advance of expenses to a director
for any liability stemming from acts or omissions occurring prior to the
effective date of this Article SEVENTH.
-4-
The Company shall indemnify each officer of the Company who is not a
director, or who is a director but is made a party to a proceeding in his
or her capacity solely as an officer, to the same extent as the Company
is permitted to provide the same to a director, and may indemnify such
persons to the extent permitted by Section 33-776 of the Connecticut
General Statutes.
The indemnification provided for herein shall not be deemed exclusive of
any other rights to which those indemnified may be entitled under any
Bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in such person's official capacity and as to
action in another capacity while holding such office, and shall continue
as to a person who has ceased to be a director or officer and shall inure
to the benefit of the heirs, executors and administrators of such a
person.
B.     Expenses incurred by a director or officer of the Company in defending
a civil or criminal action, suit or proceeding shall be paid for or
reimbursed by the Company to the fullest extent permitted by law in
advance of the final disposition of such action, suit or proceeding upon
receipt of an undertaking by or on behalf of such director or officer to
repay such amount if it shall be ultimately determined that such director
or officer is not entitled to be indemnified by the Company.
C.     The Company may indemnify and pay for or reimburse the expenses of
employees and agents not otherwise entitled to indemnification pursuant
to this Article SEVENTH on such terms and conditions as may be
established by the Board of Directors.
D.     No amendment to or repeal of this Article SEVENTH shall apply to or
have any effect on the indemnification of any director, officer, employee
or agent of the Company for or with respect to any acts or omissions of
such director, officer, employee or agent occurring prior to such
amendment or repeal, nor shall any such amendment or repeal apply to or
have any effect on the obligations of the Company to pay for or reimburse
in advance expenses incurred by a director, officer, employee or agent of
the Company in defending any action, suit or proceeding arising out of or
with respect to any acts or omissions occurring prior to such amendment
or repeal.
Section 33-777 of the CBCA authorizes the Company to purchase and maintain
insurance on behalf of the Company's directors and officers. The directors and
officers of the Company are covered by liability insurance. The Company has
also purchased an insurance policy covering the possible liability of its
officers and employees, as well as directors and former directors, for any
losses or liability they might incur in their positions as administrators of
The Connecticut Water Company Employees' Retirement Plan and Trust.
Item 7. Exemption from Registration Claimed
Not applicable.
-5-
Item 8. Exhibits
Exhibit No.
Description
4.1
Connecticut Water Service, Inc. 2004 Performance Stock Program
(incorporated by reference from Exhibit A to the Company's Proxy
Statement dated March 12, 2004 for the Annual Meeting of Shareholders
held on April 23, 2004).
4.2
Rights Agreement, dated as of August 12, 1998 (as amended on
October 30, 2001), between Connecticut Water Service, Inc. and
Registrar and Transfer Company, which includes the form of the
Certificate of Amendment of Certificate of Incorporation with respect
to Series A Junior Participating Preference Stock as Exhibit A, the
form of Right Certificate as Exhibit B and the Summary of Rights to
Purchase Shares of Preference Stock as Exhibit C (incorporated by
reference from Exhibit 1 to the Company's Registration Statement on
Form 8-A filed with the Commission on September 25, 1998).
5
Opinion of Murtha Cullina LLP (filed herewith).
23.1
Consent of Murtha Cullina LLP (included in the opinion filed as Exhibit 5).
23.2
Consent of PricewaterhouseCoopers LLP (filed herewith).
24
Power of Attorney (See Page 8).
Item 9. Undertakings
A.
Undertaking to Update Annually
The undersigned registrant hereby undertakes:
(1)    To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i)
To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii)
To reflect in the Prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;)
-6-
(iii)
To include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraph (1)(i) and (1)(ii) above do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the Registration Statement.
(2)    That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3)    To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
B.
Undertaking With Respect to Incorporating Subsequent 1934 Act Documents
By Reference
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C.
Undertaking With Respect to Indemnification of Directors, Officers or
Controlling Persons
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
-7-
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Clinton and State of
Connecticut on the 20th day of July, 2004.
CONNECTICUT WATER SERVICE, INC
.
By:
/s/ Marshall T. Chiaraluce
Name: Marshall T. Chiaraluce
Title: President, Chairman of the Board
and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears
below hereby constitutes Marshall T. Chiaraluce, David C. Benoit, and Michele
G. DiAcri, and each of them singly, such person's true and lawful attorneys,
with full power to them and each of them to sign for such person and in such
person's name and capacity indicated below any and all amendments to this
Registration Statement, hereby ratifying and confirming such person's signature
as it may be signed by said attorneys to any and all such amendments.
Signature
Title
Date
/s/ Marshall T. Chiaraluce
Marshall T. Chiaraluce
(Principal Executive Officer)
Director, President,
Chairman of
the Board and Chief
Executive
Officer
July 20, 2004
/s/ David C. Benoit
David C. Benoit
(Principal Financial and
Accounting Officer)
Vice President - Finance,
Chief
Financial Officer and Treasurer
July 20, 2004
/s/ Roger Engle
Roger Engle
Director
July 19, 2004
-8-
Signature
Title
Date
/s/ Mary Ann Hanley
Mary Ann Hanley
Director
July 19, 2004
/s/ Marcia L. Hincks
Marcia Hincks
Director
July 17, 2004
/s/ Mark G. Kachur
Mark G. Kachur
Director
July 13, 2004
/s/ Ronald D. Lengyel
Ronald D. Lengyel
Director
July 14, 2004
/s/ David A. Lentini
David A. Lentini
Director
July 13, 2004
/s/ Robert F. Neal
Robert F. Neal
Director
July 19, 2004
/s/ Arthur C. Reeds
Arthur C. Reeds
Director
July 13, 2004
/s/ Lisa J. Thibdaue
Lisa J. Thibdaue
Director
July 15, 2004
/s/ Carol P. Wallace
Carol P. Wallace
Director
July 19, 2004
/s/ Donald B. Wilbur
Donald B. Wilbur
Director
July 13, 2004
-9-
EXHIBIT INDEX
Exhibit No.
5
Opinion of Murtha Cullina LLP
23.2
Consent of PricewaterhouseCoopers LLP