REGISTRATION NO. 33-
___________________________________________________________________________

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549

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

                       BIRMINGHAM UTILITIES, INC.      
          (Exact name of registrant as specified in its charter)


 Connecticut                                                    06-0878647
 (State or other jurisdiction of                          (I.R.S. employer
 incorporation or organization)                     identification number)

 230 Beaver Street                                                   06401
 Ansonia, Connecticut                                           (Zip Code)
(Address of Principal Executive Offices)


              Birmingham Utilities, Inc. 1994 Stock Incentive Plan
                           (Full Title of the Plan)

                               PAUL V. ERWIN
                                 Treasurer
                          Birmingham Utilities, Inc.
                              230 Beaver Street
                         Ansonia, Connecticut  06401
                    (Name and address of agent for service)

                              (203) 735-1888
          (telephone number,including area code, of agent for service)

                       CALCULATION OF REGISTRATION FEE
____________________________________________________________________________

Title of         Amount to         Proposed      Proposed      Amount of
Securities       be Registered     Maximum       Maximum       registration
to be                              Aggregate     Aggregate     fee
Registered                         Offering      Offering
Amount to be                       Price per     Price
                                   Share*
_____________________________________________________________________________

Common Stock,
no par value     35,000 shares     $11.00        $385,000      $132.76
_____________________________________________________________________________

*Estimated solely for the purpose of calculating the registration fee in 
accordance with Rule 457 under the Securities Act of 1933 based on the 
average of high and low prices of the Common Stock reported on the NASDAQ 
Small-Cap Market on July 12, 1995. 
_____________________________________________________________________________
This registration statement shall become effective in accordance with the 
provisions of Section 8(a) of the Securities Act of 1933 and Rule 462
promulgated thereunder.

                                 PART I
              Information Required in the Section 10(a) Prospectus

   The information required by Items 1 and 2 is not required to be filed
as part of this Registration Statement.

                                PART II
               Information Required in the Registration Statement

Item 3. Incorporation of documents by reference.

   The following documents filed by Birmingham Utilities, Inc. (the
"Company") with the Securities and Exchange Commission are incorporated by
reference in this Registration Statement:

   (1)  the latest annual report of the Company filed pursuant to Section
        13(a) or 15(d) of the Securities Exchange Act of 1934 (the
        "Exchange Act"), or the latest prospectus filed pursuant to Rule
        424(b) under the Securities Act of 1933 (the "Securities Act")
        that contains audited financial statements for the Company's
        latest fiscal year for which such statements have been filed;

   (2)  all other reports filed pursuant to Section 13(a) or 15(d) of the
        Exchange Act since the end of the fiscal year covered by the
        annual report or prospectus referred to in (1) above.

   (3)  the description of the Company's Common Stock, no par value per
        share, contained in a registration statement filed under
        Section 12 of the Exchange Act, including any amendment or report
        filed for the purpose of updating such description.

   In addition, all documents subsequently filed by the Company 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 hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in the
Registration Statement and to be a part thereof from the date of filing of
such documents.

Item 4. Description of Securities.

   Not applicable.

Item 5. Interests of Named Experts and Counsel.

   Not applicable.

Item 6. Indemnification of Directors and Officers by the Registrant.

   Pursuant to the statutes of the State of Connecticut, a director,
officer or employee of a corporation is entitled, under specified
circumstances, to indemnification by the corporation against reasonable
expenses, including attorney's fees, incurred by him in connection with the
defense of a civil or criminal proceeding to which he has been made, or
threatened to be made, a party by reason of the fact that he was a
director, officer or employee.  In certain circumstances, indemnity is
provided against judgments, fines and amounts paid in settlement.  In
general, indemnification is not available where the director, officer or
employee has been adjudged to have breached his duty to the corporation or
where he did not act in good faith.  Specific court approval is required in
some cases.  The foregoing statement is subject to the detailed provisions
of Section 33-320a of the Connecticut Stock Corporation Act.  Article 9 of
the registrant's by-laws provides that its shareholders, directors,
officers and employees shall be indemnified to the extent allowed in
Section 33-320a of the Connecticut Stock Corporation Act. In addition, the
Company maintains an insurance policy providing coverage for certain
liabilities of directors and officers, including liabilities under the
federal securities laws.

Item 7. Exemption from Registration Claimed.

   Not applicable.

Item 8. Exhibits.

   See Exhibit Index.

Item 9. Undertakings.

   (1)  The undersigned registrant hereby undertakes:
        (a)  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;
             (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) of the
                   Securities Act if, in the aggregate, the changes
                   in volume and price represent no more than a 20%
                   change in the maximum aggregate offering price set
                   forth in the "Calculation of Registration Fee"
                   table in the effective Registration Statement; 
             (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)
             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 15(d) of the Exchange Act that are
             incorporated by reference in the registration statement.
        (b)  That, for the purpose of determining any liability under the
             Securities Act, 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.
        (c)  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.

   (2)  The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) 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 the time shall be deemed to be the
initial bona fide offering thereof.

  (3)  Insofar as indemnification for liabilities arising under the
Securities Act 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.


                              SIGNATURES


The Registrant.  Pursuant to the requirements of the Securities Act of
1933, the registrant 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 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Ansonia, State of
Connecticut, on the 25th day of July, 1995.


                             BIRMINGHAM UTILITIES, INC.
                             (Registrant)



                             By /s/ Aldore J. Rivers                      
                                Aldore J. Rivers 
                                Its duly authorized President




                             By /s/ Paul V. Erwin                         
                                Paul V. Erwin
                                Its duly authorized Treasurer


  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.

 SIGNATURES                     TITLE                      DATE

/s/ Edward G. Brickett*         Director                   July 25, 1995
Edward G. Brickett

/s/ David Silverstone*          Director                   July 25, 1995
David Silverstone

/s/ James E. Cohen*             Director                   July 25, 1995
James E. Cohen

/s/ Aldore J. Rivers*           President                  July 25, 1995
Aldore J. Rivers                and Director

/s/ Charles T. Seccombe*        Director                   July 25, 1995
Charles T. Seccombe

/s/ Stephen P. Ahern*           Director                   July 25, 1995
Stephen P. Ahern

/s/ Kenneth E Schaible*         Director                   July 25, 1995
Kenneth E. Schaible

/s/ Betsy Henley-Cohn           Chairwoman of the          July 25, 1995
Betsy Henley-Cohn               Board of Directors



*Aldore J. Rivers, by signing his/her name hereto, does sign this document
on behalf of the persons indicated above pursuant to powers of attorney
duly executed by such persons.


                               By /s/ Aldore J. Rivers
                                  Aldore J. Rivers
                                  Attorney-in-Fact


                                  EXHIBIT INDEX


Exhibit
  No.
_______

4.1     Certificate of Incorporation of Birmingham Utilities, Inc. 
        (incorporated by reference to Exhibit (3) of Birmingham Utilities, 
        Inc. Annual Report on Form 10-K for the period ending December 
        31, 1994).

4.2     By-Laws of Birmingham Utilities, Inc. (incorporated by reference to
        Exhibit (3) of Birmingham Utilities, Inc. Annual Report on Form 
        10-K for the period ending December 31, 1994).

4.3     Amended and Restated Mortgage Indenture by and between The
        Ansonia Derby Water Company and The Connecticut National Bank as
        Trustee, dated as of August 9, 1991 (incorporated herein by 
        reference to Exhibit (4)(i) of The Ansonia Derby Water Company's 
        Annual Report on Form 10-K for the period ending December 31, 1991).

4.4     Commercial Term and Revolving Loan Agreement by and between
        Birmingham Utilities, Inc. and Fleet Bank, N.A., dated April 29, 
        1994 (incorporated herein by reference to Exhibit 10(1) of 
        Birmingham Utilities, Inc.'s Quarterly Report on Form 10-Q, as 
        amended, for the period ended June 30, 1994).

5       Opinion of Tyler Cooper & Alcorn, dated July 25, 1995, as to the
        legality of the original issuance of Common Stock offered under 
        this Registration Statement.

23      Consent of Price Waterhouse, dated July 25, 1995.

23.1    Consent of Tyler Cooper & Alcorn (incorporated by reference to
        Exhibit 5 of this Registration Statement).

24     Power of Attorney authorizing the signing of the Registration 
       Statement and Amendments thereto on behalf of the Directors of 
       Birmingham Utilities, Inc. 

99     Birmingham Utilities, Inc. 1994 Stock Incentive Plan adopted by its
       Board of Directors on September 13, 1994.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15212}]
{"company-data": {"conformed-name": "BIRMINGHAM UTILITIES INC", "cik": "0000006694", "assigned-sic": "4941", "irs-number": "060878647", "state-of-incorporation": "CT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-61277", "film-number": "95555678"}, "business-address": {"street1": "230 BEAVER ST", "street2": "P O BOX 426", "city": "ANSONIA", "state": "CT", "zip": "06401-0426", "phone": "2037351888"}, "mail-address": {"street2": "230 BEAVER ST P O BOX 426", "city": "ANSONIA", "state": "CT", "zip": "06401-0426"}, "former-company": [{"former-conformed-name": "ANSONIA DERBY WATER CO", "date-changed": "19920703"}, {"former-conformed-name": "ANSONIA WATER CO", "date-changed": "19720217"}]}
REGISTRATION NO. 33-
___________________________________________________________________________

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549

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

                       BIRMINGHAM UTILITIES, INC.      
          (Exact name of registrant as specified in its charter)

 Connecticut                                                    06-0878647
 (State or other jurisdiction of                          (I.R.S. employer
 incorporation or organization)                     identification number)

 230 Beaver Street                                                   06401
 Ansonia, Connecticut                                           (Zip Code)
(Address of Principal Executive Offices)

              Birmingham Utilities, Inc. 1994 Stock Incentive Plan
                           (Full Title of the Plan)

                               PAUL V. ERWIN
                                 Treasurer
                          Birmingham Utilities, Inc.
                              230 Beaver Street
                         Ansonia, Connecticut  06401
                    (Name and address of agent for service)

                              (203) 735-1888
          (telephone number,including area code, of agent for service)

                       CALCULATION OF REGISTRATION FEE
____________________________________________________________________________

Title of         Amount to         Proposed      Proposed      Amount of
Securities       be Registered     Maximum       Maximum       registration
to be                              Aggregate     Aggregate     fee
Registered                         Offering      Offering
Amount to be                       Price per     Price
                                   Share*
_____________________________________________________________________________

Common Stock,
no par value     35,000 shares     $11.00        $385,000      $132.76
_____________________________________________________________________________

*Estimated solely for the purpose of calculating the registration fee in 
accordance with Rule 457 under the Securities Act of 1933 based on the 
average of high and low prices of the Common Stock reported on the NASDAQ 
Small-Cap Market on July 12, 1995. 
_____________________________________________________________________________
This registration statement shall become effective in accordance with the 
provisions of Section 8(a) of the Securities Act of 1933 and Rule 462
promulgated thereunder.

                                 PART I
              Information Required in the Section 10(a) Prospectus

   The information required by Items 1 and 2 is not required to be filed
as part of this Registration Statement.

                                PART II
               Information Required in the Registration Statement

Item 3. Incorporation of documents by reference.

   The following documents filed by Birmingham Utilities, Inc. (the
"Company") with the Securities and Exchange Commission are incorporated by
reference in this Registration Statement:

   (1)  the latest annual report of the Company filed pursuant to Section
        13(a) or 15(d) of the Securities Exchange Act of 1934 (the
        "Exchange Act"), or the latest prospectus filed pursuant to Rule
        424(b) under the Securities Act of 1933 (the "Securities Act")
        that contains audited financial statements for the Company's
        latest fiscal year for which such statements have been filed;

   (2)  all other reports filed pursuant to Section 13(a) or 15(d) of the
        Exchange Act since the end of the fiscal year covered by the
        annual report or prospectus referred to in (1) above.

   (3)  the description of the Company's Common Stock, no par value per
        share, contained in a registration statement filed under
        Section 12 of the Exchange Act, including any amendment or report
        filed for the purpose of updating such description.

   In addition, all documents subsequently filed by the Company 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 hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in the
Registration Statement and to be a part thereof from the date of filing of
such documents.

Item 4. Description of Securities.

   Not applicable.

Item 5. Interests of Named Experts and Counsel.

   Not applicable.

Item 6. Indemnification of Directors and Officers by the Registrant.

   Pursuant to the statutes of the State of Connecticut, a director,
officer or employee of a corporation is entitled, under specified
circumstances, to indemnification by the corporation against reasonable
expenses, including attorney's fees, incurred by him in connection with the
defense of a civil or criminal proceeding to which he has been made, or
threatened to be made, a party by reason of the fact that he was a
director, officer or employee.  In certain circumstances, indemnity is
provided against judgments, fines and amounts paid in settlement.  In
general, indemnification is not available where the director, officer or
employee has been adjudged to have breached his duty to the corporation or
where he did not act in good faith.  Specific court approval is required in
some cases.  The foregoing statement is subject to the detailed provisions
of Section 33-320a of the Connecticut Stock Corporation Act.  Article 9 of
the registrant's by-laws provides that its shareholders, directors,
officers and employees shall be indemnified to the extent allowed in
Section 33-320a of the Connecticut Stock Corporation Act. In addition, the
Company maintains an insurance policy providing coverage for certain
liabilities of directors and officers, including liabilities under the
federal securities laws.

Item 7. Exemption from Registration Claimed.

   Not applicable.

Item 8. Exhibits.

   See Exhibit Index.

Item 9. Undertakings.

   (1)  The undersigned registrant hereby undertakes:
        (a)  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;
             (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) of the
                   Securities Act if, in the aggregate, the changes
                   in volume and price represent no more than a 20%
                   change in the maximum aggregate offering price set
                   forth in the "Calculation of Registration Fee"
                   table in the effective Registration Statement; 
             (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)
             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 15(d) of the Exchange Act that are
             incorporated by reference in the registration statement.
        (b)  That, for the purpose of determining any liability under the
             Securities Act, 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.
        (c)  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.

   (2)  The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) 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 the time shall be deemed to be the
initial bona fide offering thereof.

  (3)  Insofar as indemnification for liabilities arising under the
Securities Act 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.

                              SIGNATURES

The Registrant.  Pursuant to the requirements of the Securities Act of
1933, the registrant 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 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Ansonia, State of
Connecticut, on the 25th day of July, 1995.

                             BIRMINGHAM UTILITIES, INC.
                             (Registrant)

                             By /s/ Aldore J. Rivers                      
                                Aldore J. Rivers 
                                Its duly authorized President

                             By /s/ Paul V. Erwin                         
                                Paul V. Erwin
                                Its duly authorized Treasurer

  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.

 SIGNATURES                     TITLE                      DATE

/s/ Edward G. Brickett*         Director                   July 25, 1995
Edward G. Brickett

/s/ David Silverstone*          Director                   July 25, 1995
David Silverstone

/s/ James E. Cohen*             Director                   July 25, 1995
James E. Cohen

/s/ Aldore J. Rivers*           President                  July 25, 1995
Aldore J. Rivers                and Director

/s/ Charles T. Seccombe*        Director                   July 25, 1995
Charles T. Seccombe

/s/ Stephen P. Ahern*           Director                   July 25, 1995
Stephen P. Ahern

/s/ Kenneth E Schaible*         Director                   July 25, 1995
Kenneth E. Schaible

/s/ Betsy Henley-Cohn           Chairwoman of the          July 25, 1995
Betsy Henley-Cohn               Board of Directors

*Aldore J. Rivers, by signing his/her name hereto, does sign this document
on behalf of the persons indicated above pursuant to powers of attorney
duly executed by such persons.

                               By /s/ Aldore J. Rivers
                                  Aldore J. Rivers
                                  Attorney-in-Fact

                                  EXHIBIT INDEX

Exhibit
  No.
_______

4.1     Certificate of Incorporation of Birmingham Utilities, Inc. 
        (incorporated by reference to Exhibit (3) of Birmingham Utilities, 
        Inc. Annual Report on Form 10-K for the period ending December 
        31, 1994).

4.2     By-Laws of Birmingham Utilities, Inc. (incorporated by reference to
        Exhibit (3) of Birmingham Utilities, Inc. Annual Report on Form 
        10-K for the period ending December 31, 1994).

4.3     Amended and Restated Mortgage Indenture by and between The
        Ansonia Derby Water Company and The Connecticut National Bank as
        Trustee, dated as of August 9, 1991 (incorporated herein by 
        reference to Exhibit (4)(i) of The Ansonia Derby Water Company's 
        Annual Report on Form 10-K for the period ending December 31, 1991).

4.4     Commercial Term and Revolving Loan Agreement by and between
        Birmingham Utilities, Inc. and Fleet Bank, N.A., dated April 29, 
        1994 (incorporated herein by reference to Exhibit 10(1) of 
        Birmingham Utilities, Inc.'s Quarterly Report on Form 10-Q, as 
        amended, for the period ended June 30, 1994).

5       Opinion of Tyler Cooper & Alcorn, dated July 25, 1995, as to the
        legality of the original issuance of Common Stock offered under 
        this Registration Statement.

23      Consent of Price Waterhouse, dated July 25, 1995.

23.1    Consent of Tyler Cooper & Alcorn (incorporated by reference to
        Exhibit 5 of this Registration Statement).

24     Power of Attorney authorizing the signing of the Registration 
       Statement and Amendments thereto on behalf of the Directors of 
       Birmingham Utilities, Inc. 

99     Birmingham Utilities, Inc. 1994 Stock Incentive Plan adopted by its
       Board of Directors on September 13, 1994.