<PAGE>
            As filed with the Securities and Exchange Commission on May 17, 2002
                                             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)

<TABLE>
<S>                                      <C>                               <C>
          CONNECTICUT                                4941                           06-0739839
(State or Other Jurisdiction of          (Primary Standard Industrial      (IRS Employer Identification
        incorporation)                   Classification Code Number)                  Number)
</TABLE>

                               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.
                            PERFORMANCE STOCK PROGRAM
                              (Full Title of Plan)

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

<TABLE>
<S>                                                          <C>
                      David C. Benoit                        Copy to:   Timothy L. Largay, Esq.
              Connecticut Water Service, Inc.                              Murtha Cullina LLP
                    93 West Main Street                                  CityPlace, 29th Floor
                Clinton, Connecticut 06413                                 185 Asylum Street
                      (860) 669-8630                                  Hartford, Connecticut 06103
 (Name, Address, Including Zip Code, and Telephone Number,             Telephone  (860) 240-6017
        Including Area Code, of Agent For Service)
</TABLE>

================================================================================
<PAGE>
                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                        Proposed maximum          Proposed maximum aggregate
  Title of each class of         Amount to be          offering price per                  offering                     Amount of
securities to be registered       Registered                share (3)                       price                   registration fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                     <C>                        <C>                               <C>
 Common Stock, Without Par     250,000 shares(2)             $28.185                    $7,046,250.00                    $648.26
         Value(1)
</TABLE>

(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 May 14, 2002.
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          This Registration Statement relates to 250,000 additional shares of
common stock, without par value, of Connecticut Water Service, Inc. (the
"Company") to be issued pursuant to awards and options granted under the
Connecticut Water Service, Inc. Performance Stock Program to eligible employees
of the Company or its subsidiaries, including certain employees who are
Directors of the Company. Pursuant to General Instruction E to Form S-8, the
contents of (1) the Registration Statement on Form S-8, File No. 33-49058, filed
by the Company on June 30, 1992, and (2) the Registration Statement on Form S-8,
File No. 333-94525, filed by the Company on January 12, 2000, are each hereby
incorporated herein by reference and made a part hereof, except to the extent
that such contents are modified or superseded hereby.

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, 2001, 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 19, 2002 for the Connecticut
          Water Annual Meeting of Shareholders held on April 26, 2002;

     (c)  The Company's quarterly report on Form 10-Q for the quarter ended
          March 31, 2002, filed on May 14, 2002;

     (d)  The Company's current report on Form 8-K filed on May 8, 2002;

     (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
<PAGE>
          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.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 33-771 of the Connecticut Business Corporation Act as amended
requires indemnification of directors, officers and others under certain
circumstances.

         Articles Fifth and Sixth of the Amended and Restated Certificate of
Incorporation, as amended, of the Registrant (see Exhibit 3.1 filed herewith and
incorporated by reference herein) provide for indemnification of directors,
officers and other persons as follows:

         FIFTH: The personal liability of any person who is or was a Director of
         the Corporation to the Corporation or its shareholders 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
         Corporation 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

                                      -2-
<PAGE>
          Corporation under circumstances in which the Director was aware that
          his or her conduct or omission created an unjustifiable risk of
          serious injury to the Corporation, (iv) constitute a sustained and
          unexcused pattern of inattention that amounted to an abdication of the
          Director's duty to the Corporation, or (v) create liability under
          Section 33-757 of the Connecticut General Statutes. Any lawful repeal
          or modification of this provision of the Certificate of Incorporation
          of the Corporation by the shareholders and the Board of Directors of
          the Corporation shall not adversely affect any right or protection of
          a person who is or was a Director of the Corporation existing at or
          prior to the time of such repeal or modification.

          SIXTH: A. The Corporation 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 Corporation 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 Corporation
          under circumstances in which the Director was aware that his or her
          conduct or omission created an unjustifiable risk of serious injury to
          the Corporation, (iv) constituted a sustained and unexcused pattern of
          inattention that amounted to an abdication of the Director's duty to
          the Corporation, 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 SIXTH.

          The Corporation shall indemnify each officer of the Corporation 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 Corporation 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 shareholders 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 Corporation in
          defending a civil or criminal action, suit or proceeding shall be paid
          for or reimbursed by the Corporation to the fullest extent permitted
          by law in advance of the final disposition of such action,

                                      -3-
<PAGE>
          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 Corporation.

          C. The Corporation may indemnify and pay for or reimburse the expenses
          of employees and agents not otherwise entitled to indemnification
          pursuant to this Article SIXTH on such terms and conditions as may be
          established by the Board of Directors.

          D. No amendment to or repeal of this Article SIXTH shall apply to or
          have any effect on the indemnification of any Director, officer,
          employee or agent of the Corporation 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
          Corporation to pay for or reimburse in advance expenses incurred by a
          Director, officer, employee or agent of the Corporation 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.

          The directors and officers of the Registrant are covered by liability
          insurance.

         The Registrant 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. The policy, effective until August 31, 2003, has an aggregate annual
liability limit of $15,000,000.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable.

ITEM 8.  EXHIBITS(1)

<TABLE>
<CAPTION>
Exhibit No.                Description
-----------                -----------
<S>               <C>
     3.1          Certificate of Incorporation of Connecticut Water Service,
                  Inc., as amended and restated as of April, 1998 (incorporated
                  by reference from Exhibit 3.1 to the Company's Annual Report
                  on Form 10-K for the year ended December 31, 1998).

     3.2          Bylaws, as amended, of Connecticut Water Service, Inc.
                  (incorporated by reference from Exhibit 4.2 to the Company's
                  Registration Statement on Form S-8 filed with the Commission
                  on January 12, 2000).

     4.1          Connecticut Water Service, Inc. Amended and Restated
                  Performance Stock Program (incorporated by reference from
                  Exhibit A to the Company's Proxy Statement dated March 19,
                  2002 for the Annual Meeting of Shareholders held on April 26,
                  2002).
</TABLE>


                                      -4-
<PAGE>
     4.2          Rights Agreement, dated as of August 12, 1998, between
                  Connecticut Water Service, Inc. and State Street Bank and
                  Trust 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 Arthur Andersen LLP.

     24           Power of Attorney (See Page 7).

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;)

                  (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.


                                      -5-
<PAGE>
     (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.


                                      -6-
<PAGE>
                                   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 17th day of May, 2002.

                                        CONNECTICUT WATER SERVICE, INC.


                                        By: /s/ Marshall T. Chiaraluce
                                            Name: Marshall T. Chiaraluce
                                            Title: Chairman, President 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.

<TABLE>
<CAPTION>
               SIGNATURE                                   TITLE                                  DATE
               ---------                                   -----                                  ----
<S>                                          <C>                                              <C>
/s/ Marshall T. Chiaraluce                   Director, Chairman, President and                May 17, 2002
Marshall T. Chiaraluce                            Chief Executive Officer
(Principal Executive Officer)


/s/ David C. Benoit                                                                           May 17, 2002
David C. Benoit                               Vice President - Finance, Chief
(Principal Financial and                      Financial Officer and Treasurer
Accounting Officer)


/s/ Roger Engle                                          Director                             May 17, 2002
Roger Engle
</TABLE>


                                      -7-
<PAGE>
<TABLE>
<S>                                                      <C>                                  <C>
/s/ Mary Ann Hanley                                      Director                             May 17, 2002
Mary Ann Hanley


/s/ Marcia Hincks                                        Director                             May 17, 2002
Marcia Hincks


/s/ Mark G. Kachur                                       Director                             May 17, 2002
Mark G. Kachur


/s/ David A. Lentini                                     Director                             May 17, 2002
David A. Lentini


/s/ Ronald D. Lengyel                                    Director                             May 17, 2002
Ronald D. Lengyel


/s/ Robert F. Neal                                       Director                             May 17, 2002
Robert F. Neal


/s/ Arthur C. Reeds                                      Director                             May 17, 2002
Arthur C. Reeds


/s/ Lisa J. Thibdaue                                     Director                             May 17, 2002
Lisa J. Thibdaue


/s/ Carol P. Wallace                                     Director                             May 17, 2002
Carol P. Wallace


/s/ Donald B. Wilbur                                     Director                             May 17, 2002
Donald B. Wilbur
</TABLE>


                                      -8-
[{"type": "S-8", "sequence": "1", "filename": "y60859s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 25746}]
{"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": "333-88554", "film-number": "02656224"}, "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"}}
As filed with the Securities and Exchange Commission on May 17, 2002
                                             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                                4941                           06-0739839
(State or Other Jurisdiction of          (Primary Standard Industrial      (IRS Employer Identification
        incorporation)                   Classification Code Number)                  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.
                            PERFORMANCE STOCK PROGRAM
                              (Full Title of Plan)

                            ------------------------
David C. Benoit                        Copy to:   Timothy L. Largay, Esq.
              Connecticut Water Service, Inc.                              Murtha Cullina LLP
                    93 West Main Street                                  CityPlace, 29th Floor
                Clinton, Connecticut 06413                                 185 Asylum Street
                      (860) 669-8630                                  Hartford, Connecticut 06103
 (Name, Address, Including Zip Code, and Telephone Number,             Telephone  (860) 240-6017
        Including Area Code, of Agent For Service)
================================================================================
CALCULATION OF REGISTRATION FEE
Proposed maximum          Proposed maximum aggregate
  Title of each class of         Amount to be          offering price per                  offering                     Amount of
securities to be registered       Registered                share (3)                       price                   registration fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, Without Par     250,000 shares(2)             $28.185                    $7,046,250.00                    $648.26
         Value(1)
(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 May 14, 2002.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          This Registration Statement relates to 250,000 additional shares of
common stock, without par value, of Connecticut Water Service, Inc. (the
"Company") to be issued pursuant to awards and options granted under the
Connecticut Water Service, Inc. Performance Stock Program to eligible employees
of the Company or its subsidiaries, including certain employees who are
Directors of the Company. Pursuant to General Instruction E to Form S-8, the
contents of (1) the Registration Statement on Form S-8, File No. 33-49058, filed
by the Company on June 30, 1992, and (2) the Registration Statement on Form S-8,
File No. 333-94525, filed by the Company on January 12, 2000, are each hereby
incorporated herein by reference and made a part hereof, except to the extent
that such contents are modified or superseded hereby.

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, 2001, 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 19, 2002 for the Connecticut
          Water Annual Meeting of Shareholders held on April 26, 2002;

     (c)  The Company's quarterly report on Form 10-Q for the quarter ended
          March 31, 2002, filed on May 14, 2002;

     (d)  The Company's current report on Form 8-K filed on May 8, 2002;

     (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.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 33-771 of the Connecticut Business Corporation Act as amended
requires indemnification of directors, officers and others under certain
circumstances.

         Articles Fifth and Sixth of the Amended and Restated Certificate of
Incorporation, as amended, of the Registrant (see Exhibit 3.1 filed herewith and
incorporated by reference herein) provide for indemnification of directors,
officers and other persons as follows:

         FIFTH: The personal liability of any person who is or was a Director of
         the Corporation to the Corporation or its shareholders 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
         Corporation 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

                                      -2-
Corporation under circumstances in which the Director was aware that
          his or her conduct or omission created an unjustifiable risk of
          serious injury to the Corporation, (iv) constitute a sustained and
          unexcused pattern of inattention that amounted to an abdication of the
          Director's duty to the Corporation, or (v) create liability under
          Section 33-757 of the Connecticut General Statutes. Any lawful repeal
          or modification of this provision of the Certificate of Incorporation
          of the Corporation by the shareholders and the Board of Directors of
          the Corporation shall not adversely affect any right or protection of
          a person who is or was a Director of the Corporation existing at or
          prior to the time of such repeal or modification.

          SIXTH: A. The Corporation 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 Corporation 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 Corporation
          under circumstances in which the Director was aware that his or her
          conduct or omission created an unjustifiable risk of serious injury to
          the Corporation, (iv) constituted a sustained and unexcused pattern of
          inattention that amounted to an abdication of the Director's duty to
          the Corporation, 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 SIXTH.

          The Corporation shall indemnify each officer of the Corporation 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 Corporation 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 shareholders 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 Corporation in
          defending a civil or criminal action, suit or proceeding shall be paid
          for or reimbursed by the Corporation to the fullest extent permitted
          by law in advance of the final disposition of such action,

                                      -3-
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 Corporation.

          C. The Corporation may indemnify and pay for or reimburse the expenses
          of employees and agents not otherwise entitled to indemnification
          pursuant to this Article SIXTH on such terms and conditions as may be
          established by the Board of Directors.

          D. No amendment to or repeal of this Article SIXTH shall apply to or
          have any effect on the indemnification of any Director, officer,
          employee or agent of the Corporation 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
          Corporation to pay for or reimburse in advance expenses incurred by a
          Director, officer, employee or agent of the Corporation 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.

          The directors and officers of the Registrant are covered by liability
          insurance.

         The Registrant 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. The policy, effective until August 31, 2003, has an aggregate annual
liability limit of $15,000,000.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable.

ITEM 8.  EXHIBITS(1)
Exhibit No.                Description
-----------                -----------
3.1          Certificate of Incorporation of Connecticut Water Service,
                  Inc., as amended and restated as of April, 1998 (incorporated
                  by reference from Exhibit 3.1 to the Company's Annual Report
                  on Form 10-K for the year ended December 31, 1998).

     3.2          Bylaws, as amended, of Connecticut Water Service, Inc.
                  (incorporated by reference from Exhibit 4.2 to the Company's
                  Registration Statement on Form S-8 filed with the Commission
                  on January 12, 2000).

     4.1          Connecticut Water Service, Inc. Amended and Restated
                  Performance Stock Program (incorporated by reference from
                  Exhibit A to the Company's Proxy Statement dated March 19,
                  2002 for the Annual Meeting of Shareholders held on April 26,
                  2002).
-4-
4.2          Rights Agreement, dated as of August 12, 1998, between
                  Connecticut Water Service, Inc. and State Street Bank and
                  Trust 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 Arthur Andersen LLP.

     24           Power of Attorney (See Page 7).

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;)

                  (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.

                                      -5-
(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.

                                      -6-
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 17th day of May, 2002.

                                        CONNECTICUT WATER SERVICE, INC.

                                        By: /s/ Marshall T. Chiaraluce
                                            Name: Marshall T. Chiaraluce
                                            Title: Chairman, President 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                   Director, Chairman, President and                May 17, 2002
Marshall T. Chiaraluce                            Chief Executive Officer
(Principal Executive Officer)

/s/ David C. Benoit                                                                           May 17, 2002
David C. Benoit                               Vice President - Finance, Chief
(Principal Financial and                      Financial Officer and Treasurer
Accounting Officer)

/s/ Roger Engle                                          Director                             May 17, 2002
Roger Engle
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/s/ Mary Ann Hanley                                      Director                             May 17, 2002
Mary Ann Hanley

/s/ Marcia Hincks                                        Director                             May 17, 2002
Marcia Hincks

/s/ Mark G. Kachur                                       Director                             May 17, 2002
Mark G. Kachur

/s/ David A. Lentini                                     Director                             May 17, 2002
David A. Lentini

/s/ Ronald D. Lengyel                                    Director                             May 17, 2002
Ronald D. Lengyel

/s/ Robert F. Neal                                       Director                             May 17, 2002
Robert F. Neal

/s/ Arthur C. Reeds                                      Director                             May 17, 2002
Arthur C. Reeds

/s/ Lisa J. Thibdaue                                     Director                             May 17, 2002
Lisa J. Thibdaue

/s/ Carol P. Wallace                                     Director                             May 17, 2002
Carol P. Wallace

/s/ Donald B. Wilbur                                     Director                             May 17, 2002
Donald B. Wilbur
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