<PAGE>

    As filed with the Securities and Exchange Commission on August 29, 2001
                                                 Registration Statement No. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                          ---------------------------

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                          ---------------------------


                          CAMDEN NATIONAL CORPORATION
            (Exact name of Registrant as Specified in Its Charter)

             Maine                                            01-0413282
   (State of Incorporation)                                (I.R.S. Employer
                                                            Identification #)
                                Two Elm Street
                             Camden, Maine  04843
                                (207) 236-8821
  (Address, including zip code, and telephone number, including area code, of
                   Registrant's principal executive offices)

              Camden National Corporation 1993 Stock Option Plan
                           (Full Title of the Plan)
                          ---------------------------

                               Robert W. Daigle
                             President and C.E.O.
                          Camden National Corporation
                                Two Elm Street
                             Camden, Maine  04843
                                (207) 236-8821
(Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                With copies to:
                           William Pratt Mayer, Esq.
                              Goodwin Procter LLP
                                Exchange Place
                          Boston, Massachusetts 02109
                                (617) 570-1000
                          ---------------------------

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================
  Title of Securities         Amount to be       Proposed Maximum        Proposed Maximum           Amount of
   Being Registered          Registered (1)     Offering Price Per      Aggregate Offering      Registration Fee
                                                      Share(2)               Price(2)
------------------------------------------------------------------------------------------------------------------
<S>                          <C>                <C>                     <C>                     <C>
Common Stock, no par
 value                          110,232               $18.75                $1,591,407              $397.85
==================================================================================================================
</TABLE>

(1)    This Registration Statement covers 110,232 shares authorized to be
offered under the 1993 Stock Option Plan, including 98,500 shares   represented
by options previously issued.  In addition, pursuant to Rule 416, this
Registration Statement includes such indeterminate   number of shares as may be
issued in the event of a stock dividend, stock split, split-up, recapitalization
or other similar event.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h). The price per share and aggregate
offering price are based upon (a) for shares subject to outstanding options
granted under the 1993 Stock Option Plan (pursuant to Rule 457(h), the weighted
average exercise price for such outstanding options, or (b) for shares available
for future grant under the Company's 1993 Stock Option Plan, the average of the
high and low prices of the Company's Common Stock on August 24, 2001 as reported
on the American Stock Exchange (pursuant to Rule 457 (c) under the Act).

--------------------------------------------------------------------------------
<PAGE>

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Certain Documents by Reference.
        -----------------------------------------------

  Camden National Corporation ("Camden") hereby incorporates by reference the
following documents which have been previously filed with the Securities and
Exchange Commission (the "Commission"):

    (a) The Annual Report filed on Form 10-K for the fiscal year ended December
        31, 2000, filed with the Commission on April 2, 2001 pursuant to the
        Securities Exchange Act of 1934, as amended (the "Exchange Act");

    (b) Camden's Quarterly Reports on Form 10-Q for the fiscal quarter ended
        March 31, 2001, filed with the Commission on May 15, 2001, and for the
        fiscal quarter ended June 30, 2001, filed with the Commission on August
        10, 2001.

    (c) The description of Camden's Common Stock contained in its Registration
        Statement on Form 8-A, filed with the Commission on August 1, 1997 under
        Section 12 of the Exchange Act and any amendments or reports filed for
        the purpose of updating such description.

    In addition, all documents subsequently filed with the Commission by Camden
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereunder have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of 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 hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is incorporated or 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.

Item 4. Description of Securities.
        -------------------------

    Not Applicable.

Item 5. Interests of Named Experts and Counsel.
        --------------------------------------

    Not Applicable.

Item 6. Indemnification of Directors and Officers.
        -----------------------------------------

        The Maine Business Corporation Act ("MBCA") permits a corporation to
indemnify any of its directors and officers who was or is a party, or is
threatened to be made party, to any threatened, pending or completed actions,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director or officer against
expenses, including attorney's fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by such director or officer in
connection with such action, suit or proceeding; provided, however that no
indemnification shall be provided for any director or officer with respect to
any matter as to which such person shall have been finally adjudicated:  (1) not
to have
<PAGE>

acted honestly or in the reasonable belief that such person's conduct was in or
not opposed to the best interests of the corporation or its shareholders, or (2)
with respect to any criminal action or proceeding, to have had reasonable cause
to believe that such person's conduct was unlawful. Notwithstanding the
foregoing, a corporation has no power to indemnify a director or officer if such
person was adjudged liable to the corporation in a proceeding by or in the right
of a corporation unless the court in such action shall determine that, in view
of all the circumstances of the case, that such person is fairly and reasonably
entitled to indemnity for such amounts as the court shall deem reasonable.

    As permitted by the MBCA, Camden's bylaws provide that Camden shall
indemnify its directors and officers, including the advancement of expenses.  In
addition, Camden's bylaws contain the procedures pursuant to which such
indemnification is effectuated.

    As permitted by the MBCA, Camden maintains directors and officers liability
insurance in amounts and on terms which Camden's Board of Directors deems
reasonable.  In the ordinary course of business, Camden's Board of Directors
regularly reviews the scope and adequacy of such insurance coverage.


Item 7. Exemption from Registration Claimed.
        -----------------------------------

    There are no restricted securities being reoffered or resold pursuant to
this Registration Statement.

Item 8. Exhibits.
        --------

    (a) The following is a complete list of exhibits filed or incorporated by
reference as part of this Registration Statement.

Exhibit
-------

   5.1  Opinion of Goodwin Procter LLP as to the legality of the securities
        being registered.
  23.1  Consent of Berry, Dunn, McNeil and Parker.
  23.2  Consent of Goodwin Procter LLP (included in Exhibit 5.1 hereto).
  24.1  Power of Attorney (included on the signature page hereto).
  99.1  1993 Stock Option Plan.
  99.2  Amendment No.1 to 1993 Stock Option Plan.

Item 9. Undertakings.
        ------------

    (a) 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. Notwithstanding the foregoing, any increase or
                     decrease in volume of securities offered (if the total
<PAGE>

                     dollar value of securities offered would not exceed that
                     which was registered) and any deviation from the low or
                     high end of the estimated maximum offering range may be
                     reflected in the form of prospectus filed with the
                     Commission pursuant to Rule 424(b) if, in the aggregate,
                     the changes in volume and price represent no more than 20
                     percent change in the maximum aggregate offering price set
                     forth in the "Calculation of Registration Fee" table in the
                     effective registration statement.; and

               (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 paragraphs (a)(1)(i) and (a)(1)(ii) herein do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by Camden pursuant to Section 13 or Section 15(d) of the Exchange
Act 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; and

          (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) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
Camden's Annual Report pursuant to Section 13(a) or 15(d) of the 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) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
Camden pursuant to the foregoing provisions, or otherwise, Camden has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933, and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by Camden of
expenses incurred or paid by a director, officer or controlling person of Camden
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, Camden 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 Securities Act of 1933 and will be governed by the
final adjudication of such issue.
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Camden National
Corporation 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 (the "Registration Statement") to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Camden, Maine, on
this 28th day of August 2001.

                                    Camden National Corporation



                                    By:  /s/ Robert W. Daigle
                                        ----------------------
                                         Robert W. Daigle
                                         President and Chief Executive Officer


                               POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENTS, that each individual whose signature appears
below hereby severally constitutes and appoints Robert W. Daigle, such person's
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for such person and in such person's name, place and stead, in
any and all capacities, to sign this Registration Statement and any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as such person might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or any substitute or substitutes of any of them may lawfully do or cause
to be done by virtue hereof.

     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.

<TABLE>
<CAPTION>
  Signature                   Capacity                               Date
  ---------                   --------                               ----
<S>                           <C>                                <C>
/s/ Rendle A. Jones           Chairman of the Board              August 28, 2001
--------------------------
Rendle A. Jones


/s/ Robert W. Daigle          President and                      August 28,2001
--------------------------
Rendle A. Jones               Chief Executive Officer
                              (Principal Executive Officer)

/s/ Gregory A. Dufour         Senior Vice President - Finance    August 28, 2001
--------------------------
Gregory A. Dufour             (Principal Financial and
                              Accounting Officer)

/s/ Ann W. Bresnahan          Director                           August 28, 2001
--------------------------
Ann W. Bresnahan

/s/ Robert J. Campbell        Director                           August 28, 2001
--------------------------
Robert J. Campbell

/s/ Robert J. Gagnon          Director                           August 28, 2001
--------------------------
Robert J. Gagnon
</TABLE>

<PAGE>

<TABLE>
<S>                           <C>                                <C>
/s/ Johann H. Gouws           Director                           August 28, 2001
--------------------------
Johann H. Gouws


/s/ Ward I. Graffam           Director                           August 28, 2001
--------------------------
Ward I. Graffam


/s/ John W. Holmes            Director                           August 28, 2001
--------------------------
John W. Holmes


/s/ Theodore C. Johanson
--------------------------    Director                           August 28, 2001
Theodore C. Johanson


/s/ Winfield F. Robinson      Director                           August 28, 2001
--------------------------
Winfield F. Robinson


/s/ Richard N. Simoneau       Director                           August 28, 2001
--------------------------
Richard N. Simoneau

/s/ Arthur E. Strout          Director                           August 28, 2001
--------------------------
Arthur E. Strout
</TABLE>
<PAGE>

                                 EXHIBIT INDEX


Exhibit No.    Description
----------     -----------

    5.1        Opinion of Goodwin Procter LLP as to the legality of the
               securities being registered.
    23.1       Consent of Berry, Dunn, McNeil and Parker
    23.2       Consent of Goodwin Procter LLP (included in Exhibit 5.1 hereto).
    24.1       Power of Attorney (included on the signature page hereto).
    99.1       1993 Stock Option Plan.
    99.2       Amendment No.1 to 1993 Stock Option Plan.
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8, 1993 STOCK OPTION PLAN", "secsgml_size_bytes": 19037}]
{"company-data": {"conformed-name": "CAMDEN NATIONAL CORP", "cik": "0000750686", "assigned-sic": "6021", "irs-number": "010413282", "state-of-incorporation": "ME", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68598", "film-number": "1726894"}, "business-address": {"street1": "TWO ELM ST", "city": "CAMDEN", "state": "ME", "zip": "04843", "phone": "2072368821"}, "mail-address": {"street1": "2 ELM ST", "city": "CAMDEN", "state": "ME", "zip": "04843"}}
As filed with the Securities and Exchange Commission on August 29, 2001
                                                 Registration Statement No. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                          ---------------------------

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                          ---------------------------

                          CAMDEN NATIONAL CORPORATION
            (Exact name of Registrant as Specified in Its Charter)

             Maine                                            01-0413282
   (State of Incorporation)                                (I.R.S. Employer
                                                            Identification #)
                                Two Elm Street
                             Camden, Maine  04843
                                (207) 236-8821
  (Address, including zip code, and telephone number, including area code, of
                   Registrant's principal executive offices)

              Camden National Corporation 1993 Stock Option Plan
                           (Full Title of the Plan)
                          ---------------------------

                               Robert W. Daigle
                             President and C.E.O.
                          Camden National Corporation
                                Two Elm Street
                             Camden, Maine  04843
                                (207) 236-8821
(Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                With copies to:
                           William Pratt Mayer, Esq.
                              Goodwin Procter LLP
                                Exchange Place
                          Boston, Massachusetts 02109
                                (617) 570-1000
                          ---------------------------

                        CALCULATION OF REGISTRATION FEE
===================================================================================================================
  Title of Securities         Amount to be       Proposed Maximum        Proposed Maximum           Amount of
   Being Registered          Registered (1)     Offering Price Per      Aggregate Offering      Registration Fee
                                                      Share(2)               Price(2)
------------------------------------------------------------------------------------------------------------------
Common Stock, no par
 value                          110,232               $18.75                $1,591,407              $397.85
==================================================================================================================
(1)    This Registration Statement covers 110,232 shares authorized to be
offered under the 1993 Stock Option Plan, including 98,500 shares   represented
by options previously issued.  In addition, pursuant to Rule 416, this
Registration Statement includes such indeterminate   number of shares as may be
issued in the event of a stock dividend, stock split, split-up, recapitalization
or other similar event.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h). The price per share and aggregate
offering price are based upon (a) for shares subject to outstanding options
granted under the 1993 Stock Option Plan (pursuant to Rule 457(h), the weighted
average exercise price for such outstanding options, or (b) for shares available
for future grant under the Company's 1993 Stock Option Plan, the average of the
high and low prices of the Company's Common Stock on August 24, 2001 as reported
on the American Stock Exchange (pursuant to Rule 457 (c) under the Act).

--------------------------------------------------------------------------------
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.
        -----------------------------------------------

  Camden National Corporation ("Camden") hereby incorporates by reference the
following documents which have been previously filed with the Securities and
Exchange Commission (the "Commission"):

    (a) The Annual Report filed on Form 10-K for the fiscal year ended December
        31, 2000, filed with the Commission on April 2, 2001 pursuant to the
        Securities Exchange Act of 1934, as amended (the "Exchange Act");

    (b) Camden's Quarterly Reports on Form 10-Q for the fiscal quarter ended
        March 31, 2001, filed with the Commission on May 15, 2001, and for the
        fiscal quarter ended June 30, 2001, filed with the Commission on August
        10, 2001.

    (c) The description of Camden's Common Stock contained in its Registration
        Statement on Form 8-A, filed with the Commission on August 1, 1997 under
        Section 12 of the Exchange Act and any amendments or reports filed for
        the purpose of updating such description.

    In addition, all documents subsequently filed with the Commission by Camden
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereunder have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of 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 hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is incorporated or 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.

Item 4. Description of Securities.
        -------------------------

    Not Applicable.

Item 5. Interests of Named Experts and Counsel.
        --------------------------------------

    Not Applicable.

Item 6. Indemnification of Directors and Officers.
        -----------------------------------------

        The Maine Business Corporation Act ("MBCA") permits a corporation to
indemnify any of its directors and officers who was or is a party, or is
threatened to be made party, to any threatened, pending or completed actions,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director or officer against
expenses, including attorney's fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by such director or officer in
connection with such action, suit or proceeding; provided, however that no
indemnification shall be provided for any director or officer with respect to
any matter as to which such person shall have been finally adjudicated:  (1) not
to have
acted honestly or in the reasonable belief that such person's conduct was in or
not opposed to the best interests of the corporation or its shareholders, or (2)
with respect to any criminal action or proceeding, to have had reasonable cause
to believe that such person's conduct was unlawful. Notwithstanding the
foregoing, a corporation has no power to indemnify a director or officer if such
person was adjudged liable to the corporation in a proceeding by or in the right
of a corporation unless the court in such action shall determine that, in view
of all the circumstances of the case, that such person is fairly and reasonably
entitled to indemnity for such amounts as the court shall deem reasonable.

    As permitted by the MBCA, Camden's bylaws provide that Camden shall
indemnify its directors and officers, including the advancement of expenses.  In
addition, Camden's bylaws contain the procedures pursuant to which such
indemnification is effectuated.

    As permitted by the MBCA, Camden maintains directors and officers liability
insurance in amounts and on terms which Camden's Board of Directors deems
reasonable.  In the ordinary course of business, Camden's Board of Directors
regularly reviews the scope and adequacy of such insurance coverage.

Item 7. Exemption from Registration Claimed.
        -----------------------------------

    There are no restricted securities being reoffered or resold pursuant to
this Registration Statement.

Item 8. Exhibits.
        --------

    (a) The following is a complete list of exhibits filed or incorporated by
reference as part of this Registration Statement.

Exhibit
-------

   5.1  Opinion of Goodwin Procter LLP as to the legality of the securities
        being registered.
  23.1  Consent of Berry, Dunn, McNeil and Parker.
  23.2  Consent of Goodwin Procter LLP (included in Exhibit 5.1 hereto).
  24.1  Power of Attorney (included on the signature page hereto).
  99.1  1993 Stock Option Plan.
  99.2  Amendment No.1 to 1993 Stock Option Plan.

Item 9. Undertakings.
        ------------

    (a) 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. Notwithstanding the foregoing, any increase or
                     decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
                     which was registered) and any deviation from the low or
                     high end of the estimated maximum offering range may be
                     reflected in the form of prospectus filed with the
                     Commission pursuant to Rule 424(b) if, in the aggregate,
                     the changes in volume and price represent no more than 20
                     percent change in the maximum aggregate offering price set
                     forth in the "Calculation of Registration Fee" table in the
                     effective registration statement.; and

               (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 paragraphs (a)(1)(i) and (a)(1)(ii) herein do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by Camden pursuant to Section 13 or Section 15(d) of the Exchange
Act 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; and

          (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) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
Camden's Annual Report pursuant to Section 13(a) or 15(d) of the 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) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
Camden pursuant to the foregoing provisions, or otherwise, Camden has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933, and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by Camden of
expenses incurred or paid by a director, officer or controlling person of Camden
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, Camden 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 Securities Act of 1933 and will be governed by the
final adjudication of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Camden National
Corporation 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 (the "Registration Statement") to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Camden, Maine, on
this 28th day of August 2001.

                                    Camden National Corporation

                                    By:  /s/ Robert W. Daigle
                                        ----------------------
                                         Robert W. Daigle
                                         President and Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENTS, that each individual whose signature appears
below hereby severally constitutes and appoints Robert W. Daigle, such person's
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for such person and in such person's name, place and stead, in
any and all capacities, to sign this Registration Statement and any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as such person might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or any substitute or substitutes of any of them may lawfully do or cause
to be done by virtue hereof.

     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.
Signature                   Capacity                               Date
  ---------                   --------                               ----
/s/ Rendle A. Jones           Chairman of the Board              August 28, 2001
--------------------------
Rendle A. Jones

/s/ Robert W. Daigle          President and                      August 28,2001
--------------------------
Rendle A. Jones               Chief Executive Officer
                              (Principal Executive Officer)

/s/ Gregory A. Dufour         Senior Vice President - Finance    August 28, 2001
--------------------------
Gregory A. Dufour             (Principal Financial and
                              Accounting Officer)

/s/ Ann W. Bresnahan          Director                           August 28, 2001
--------------------------
Ann W. Bresnahan

/s/ Robert J. Campbell        Director                           August 28, 2001
--------------------------
Robert J. Campbell

/s/ Robert J. Gagnon          Director                           August 28, 2001
--------------------------
Robert J. Gagnon
/s/ Johann H. Gouws           Director                           August 28, 2001
--------------------------
Johann H. Gouws

/s/ Ward I. Graffam           Director                           August 28, 2001
--------------------------
Ward I. Graffam

/s/ John W. Holmes            Director                           August 28, 2001
--------------------------
John W. Holmes

/s/ Theodore C. Johanson
--------------------------    Director                           August 28, 2001
Theodore C. Johanson

/s/ Winfield F. Robinson      Director                           August 28, 2001
--------------------------
Winfield F. Robinson

/s/ Richard N. Simoneau       Director                           August 28, 2001
--------------------------
Richard N. Simoneau

/s/ Arthur E. Strout          Director                           August 28, 2001
--------------------------
Arthur E. Strout
EXHIBIT INDEX

Exhibit No.    Description
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    5.1        Opinion of Goodwin Procter LLP as to the legality of the
               securities being registered.
    23.1       Consent of Berry, Dunn, McNeil and Parker
    23.2       Consent of Goodwin Procter LLP (included in Exhibit 5.1 hereto).
    24.1       Power of Attorney (included on the signature page hereto).
    99.1       1993 Stock Option Plan.
    99.2       Amendment No.1 to 1993 Stock Option Plan.