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<title>s8401k2005</title>
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<p align="center"><small>As filed with the Securities and Exchange Commission on February
22, 2005, Regiatration Statement No. 333-</small></p>
<b>

<hr>

<p ALIGN="CENTER">UNITED STATES<br>
SECURITIES AND EXCHANGE COMMISSON<br>
Washington, D.C. 20549</p>
<font FACE="Times New Roman Bold,Times New Roman">

<hr width="25%">

<p ALIGN="CENTER">FORM S-8<br>
REGISTRATION STATEMENT<br>
UNDER<br>
THE SECURITIES ACT OF 1933</p>
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<hr width="25%">
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<p ALIGN="CENTER">BAR HARBOR BANKSHARES </font><font SIZE="1"></p>

<p ALIGN="CENTER">(Exact name of Registrant as Specified in Its Charter) </b></p>

<p ALIGN="LEFT"></font>&nbsp;</p>
<div align="center"><center>

<table BORDER="1" CELLSPACING="0" WIDTH="578" style="border: medium none">
  <tr>
    <td WIDTH="48%" VALIGN="TOP" style="border: medium none"><font SIZE="2"><b><p
    ALIGN="CENTER">Maine<br>
    <font SIZE="1">(State of Incorporation)</font></b></font></td>
    <td WIDTH="3%" VALIGN="BOTTOM" style="border: medium none"><font SIZE="1"><p ALIGN="LEFT"></font>&nbsp;</td>
    <td WIDTH="48%" VALIGN="TOP" style="border: medium none"><font SIZE="2"><b><p
    ALIGN="CENTER">01-0393663<br>
    <font SIZE="1">(I.R.S. Employer Identification #)</font></b></font></td>
  </tr>
</table>
</center></div><font SIZE="1">

<p ALIGN="LEFT"></font><font SIZE="2"><b>&nbsp;</p>

<p ALIGN="CENTER">82 Main Street <br>
Bar Harbor, Maine 04843<br>
<font SIZE="1">(Address, including zip code of Registrant&#146;s principal executive
offices) </font></p>
</b></font><font SIZE="1">

<p ALIGN="center">&nbsp;</font><font SIZE="2"><b>Bar Harbor Bankshares 401(k) Plan<br>
<font SIZE="1">(Full Title of the Plan) </font></p>
</b></font><font SIZE="1">

<p ALIGN="center">&nbsp;</font><font SIZE="2"><b>Joseph M. Murphy<br>
President and C.E.O. <br>
Bar Harbor Bankshares <br>
82 Main Street<br>
Bar Harbor, Maine 04609<br>
(207) 288-3314<br>
<font SIZE="1">(Name, address, including zip code, and telephone number, including area
code, of agent for service) </font></p>
</b></font><font SIZE="1">

<p ALIGN="center">&nbsp;</font><b><font SIZE="2"><i>With copies to:<br>
</i>Daniel G. McKay, Esq. <br>
Eaton Peabody P.A. <br>
80 Exchange Street <br>
Bangor, Maine 04401 <br>
(207) 947-0111 </p>
</font><font FACE="Times New Roman Bold,Times New Roman">

<hr width="25%">

<p ALIGN="CENTER">CALCULATION OF REGISTRATION FEE</p>
</b>

<hr>
</font><font SIZE="1">

<table border="0" cellpadding="0" width="100%">
  <tr>
    <td width="34%" valign="bottom" align="center" style="border: medium none">Title of
    Securities Being Registered</td>
    <td width="15%" valign="bottom" align="center" style="border: medium none">Amount to be<br>
    Registered (1)</td>
    <td width="21%" valign="bottom" align="center" style="border: medium none">Proposed<br>
    Maximum<br>
    Offering Price<br>
    Per Share (2)</td>
    <td width="15%" valign="bottom" align="center" style="border: medium none">Proposed<br>
    Maximum Aggregate<br>
    Offering Price</td>
    <td width="15%" valign="bottom" align="center" style="border: medium none">Amount of<br>
    Registration Fee</td>
  </tr>
  <tr>
    <td width="34%" style="border: medium none"></td>
    <td width="15%" style="border: medium none"></td>
    <td width="21%" style="border: medium none"></td>
    <td width="15%" style="border: medium none"></td>
    <td width="15%" style="border: medium none"></td>
  </tr>
  <tr>
    <td width="34%" style="border: medium none">Common Stock, $2.00 par value</td>
    <td width="15%" style="border: medium none"><p align="center">450,000</td>
    <td width="21%" style="border: medium none"><p align="center">$28.00</td>
    <td width="15%" style="border: medium none"><p align="center">$27.87</td>
    <td width="15%" style="border: medium none"><p align="center">$1,483.02</td>
  </tr>
</table>

<p ALIGN="LEFT">Plan Interests (3) N/A N/A N/A N/A</p>

<hr>
</font>

<table border="0" cellpadding="0" width="100%" style="border: medium none">
  <tr>
    <td width="5%" valign="top" style="border: medium none"><small>(1)</small></td>
    <td width="95%" style="border: medium none"><font SIZE="2">Estimated maximum number of
    shares of Bar Harbor Bankshares (the &quot;Registrant&quot;) purchasable with employee and
    employer contributions under the Bar Harbor Bankshares 401(k) Plan (the &quot;Plan&quot;),
    plus such additional number of shares as may be required in the event of a stock dividend,
    stock split, reverse stock split, recapitalization, forfeiture under the Plan or similar
    event.</font></td>
  </tr>
  <tr>
    <td width="5%" valign="top" style="border: medium none"></td>
    <td width="95%" style="border: medium none"></td>
  </tr>
  <tr>
    <td width="5%" valign="top" style="border: medium none"><small>(2)</small></td>
    <td width="95%" style="border: medium none"><font SIZE="2">Estimated solely for the
    purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and (h)
    under the Securities Act of 1933, as amended (the &quot;Securities Act&quot;). The price
    per share and the aggregate offering price are based upon the average of the high and low
    prices of the Registrant&#146;s Common Stock on February 17, 2005 as reported on the
    American Stock Exchange.</font></td>
  </tr>
  <tr>
    <td width="5%" valign="top" style="border: medium none"></td>
    <td width="95%" style="border: medium none"></td>
  </tr>
  <tr>
    <td width="5%" valign="top" style="border: medium none"><small>(3)</small></td>
    <td width="95%" style="border: medium none"><font SIZE="2">In addition, pursuant to Rule
    416(c), this Registration Statement includes such indeterminate number of interests to be
    offered or sold pursuant to the employee benefit plan described herein. Pursuant to Rule
    457(h)(2) under the Securities Act, no separate fee is required to register plan interests</font>.</td>
  </tr>
</table>

<p><font SIZE="1"><b>&nbsp;</p>

<p ALIGN="CENTER">PART I</p>

<p ALIGN="CENTER">INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="LEFT">ITEM 1. PLAN INFORMATION *</p>

<p ALIGN="LEFT">&nbsp;</p>

<p ALIGN="LEFT">ITEM 2. INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION *</p>
</b>

<p ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; *Pursuant to the Introductory
Note to Part I of the Form S-8 and Rule 428 of the Securities Act, the information
required by Part I is not filed with the Securities and Exchange Commission (the
&quot;Commission&quot;).</p>
<b>

<p ALIGN="LEFT">&nbsp;</p>

<p ALIGN="LEFT">&nbsp;</p>

<p ALIGN="CENTER">PART II</p>

<p ALIGN="CENTER">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</b></p>
<b>

<p ALIGN="LEFT">ITEM 3. INCORPORATON OF DOCUMENTS BY REFERENCE</p>
</b>

<p ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Registrant</font><font
SIZE="2"> hereby incorporates by reference the following documents, which have been
previously filed with the Commission pursuant to the Securities Exchange Act of 1934, as
amended (the &quot;Exchange Act&quot;): </font><font SIZE="1"></p>

<p ALIGN="LEFT"></font>&nbsp;</p>

<table BORDER="0" CELLSPACING="0" WIDTH="739" style="border: medium none" cellpadding="0">
  <tr>
    <td WIDTH="15" VALIGN="top" style="border: medium none"><font SIZE="2"><p ALIGN="LEFT">(a)</font></td>
    <td WIDTH="6" VALIGN="top" style="border: medium none"></td>
    <td WIDTH="706" VALIGN="top" style="border: medium none"><font SIZE="1"><p ALIGN="LEFT"></font><font
    SIZE="2">Annual Report on Form 11-K of Bar Harbor Bankshares 401(k) Plan for fiscal year
    ended December 31, 2003, filed with the Commission herewith as Exhibit 99.1 under Item 8
    of this Part II. </font></td>
  </tr>
  <tr>
    <td WIDTH="15" VALIGN="top" style="border: medium none"></td>
    <td WIDTH="6" VALIGN="top" style="border: medium none"></td>
    <td WIDTH="706" VALIGN="top" style="border: medium none"></td>
  </tr>
  <tr>
    <td WIDTH="15" VALIGN="top" style="border: medium none"><font SIZE="2"><p ALIGN="LEFT">(b)</font></td>
    <td WIDTH="6" VALIGN="top" style="border: medium none"></td>
    <td WIDTH="706" VALIGN="top" style="border: medium none"><font SIZE="2"><p ALIGN="LEFT">Annual
    Report filed on Form 10-K of Bar Harbor Bankshares for the fiscal year ended December 31,
    2003, filed with the Commission on March 29, 2004; </font></td>
  </tr>
  <tr>
    <td WIDTH="15" VALIGN="top" style="border: medium none"></td>
    <td WIDTH="6" VALIGN="top" style="border: medium none"></td>
    <td WIDTH="706" VALIGN="top" style="border: medium none"></td>
  </tr>
  <tr>
    <td WIDTH="15" VALIGN="top" style="border: medium none"><font SIZE="2">(c)</font></td>
    <td WIDTH="6" VALIGN="top" style="border: medium none"></td>
    <td WIDTH="706" VALIGN="top" style="border: medium none"><font SIZE="2"><a
    NAME="OLE_LINK2">Quarterly Report filed on Form 10-Q of Bar Harbor Bankshares for the
    fiscal quarter ended March 31, 2004, filed with the Commission on May 17, 2004; Quarterly
    Report filed on Form 10-Q of Bar Harbor Bankshares for the fiscal quarter ended June 30,
    2004, filed with the Commission on August 16, 2004; Quarterly Report filed on Form 10-Q of
    Bar Harbor Bankshares for the fiscal quarter ended September 30, 2004, filed with the
    Commission on November 15, 2004; Current Reports on Form 8-K of Bar Harbor Bankshares
    filed with the Commission on February 7, 2005, January 26, 2005, October 28, 2004, October
    22, 2004, July 30, 2004, July 29, 2004, July 21, 2004, May 20, 2004, May 3, 2004, April
    30, 2004, April 21, 2004, March 1, 2004, February 27, 2004, February 13, 2004, February 2,
    2004, and January 21, 2004; and</a></font></td>
  </tr>
  <tr>
    <td WIDTH="15" VALIGN="top" style="border: medium none"></td>
    <td WIDTH="6" VALIGN="top" style="border: medium none"></td>
    <td WIDTH="706" VALIGN="top" style="border: medium none"></td>
  </tr>
  <tr>
    <td WIDTH="15" VALIGN="top" style="border: medium none"><font SIZE="2">(d)</font></td>
    <td WIDTH="6" VALIGN="top" style="border: medium none"></td>
    <td WIDTH="706" VALIGN="top" style="border: medium none"><font SIZE="2">The description of
    the Registrant&#146;s Common Stock contained in its Registration Statement on Form 8-A,
    filed with the Commission on September 10, 1997 under Section 12 of the Exchange Act and
    any amendments or reports filed for the purpose of updating such description.</font></td>
  </tr>
</table>
<font SIZE="1">

<p ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &nbsp;In
addition, all documents subsequently filed with the Commission by the Registrant pursuant
to Section 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.</font></p>
<font SIZE="1"><b>

<p ALIGN="LEFT">&nbsp;</p>

<p ALIGN="LEFT">ITEM 4. DESCRIPTION OF SECURITIES</b></p>

<p ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Not Applicable.</p>

<p><b>&nbsp;</p>

<p ALIGN="LEFT">ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL</b>.</p>

<p ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Not Applicable</p>

<p><b>&nbsp;</p>

<p ALIGN="LEFT">ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.</b></p>

<p ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Maine Business Corporation
Act, Title 13-C M.R.S.A Section 101, et seq. (the &quot;MBCA&quot;), permits a corporation
to indemnify and advance expenses to any of its directors and officers who was or is a
party to a proceeding because that person is or was a director or officer of the
corporation and if the following criteria are met: (i) the individual&#146;s conduct was
in good faith; (ii) the individual reasonably believed (a) in the case of conduct in the
individual&#146;s official capacity that such conduct was in the best interests of the
corporation, and (b) in all other cases, that the individual&#146;s conduct was at least
not opposed to the best interests of the corporation; and (iii) in the case of a criminal
proceeding, the individual had no reasonable cause to believe the individual&#146;s
conduct was unlawful. Notwithstanding the foregoing, a corporation has no power to
indemnify a director or officer unless it has made a determination that the person has met
the relevant standard of conduct set forth above.</p>

<p ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; As permitted by the MBCA, the
bylaws of the Registrant provide that the Registrant shall indemnify its directors and
officers, including the advancement of expenses. In addition, the bylaws contain the
procedures pursuant to which such indemnification is effectuated.</p>

<p ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; As permitted by the MBCA, the
Registrant maintains directors and officers liability insurance in amounts and on terms
which the Registrant&#146;s Board of Directors deems reasonable. In the ordinary course of
business, the Registrant&#146;s Board of Directors regularly reviews the scope and
adequacy of such insurance coverage.</p>

<p><b>&nbsp;</p>

<p ALIGN="LEFT">ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED</b></p>

<p ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; There are no restricted
securities being reoffered or resold pursuant to this Registration Statement.</p>

<p><b>&nbsp;</p>

<p ALIGN="LEFT">ITEM 8. EXHIBITS</b></p>

<p ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (a) The following is a complete
list of exhibits filed or incorporated by reference as part of this Registration
Statement.</p>

<p ALIGN="LEFT">Exhibit</p>

<p ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 5.1 Opinion of Eaton Peabody
P.A. as to the legality of the securities being registered. <br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 23.1 Consent of Eaton Peabody P.A (included
with Exhibit 5.1 hereto)<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 23.2 Consent of KPMG LLP<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 23.3 Consent of Berry, Dunn, McNeil and Parker<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 24.1 Power of Attorney (included on the
signature page)<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 99.1 Annual Report on Form 11-K for fiscal year
ended December 31, 2003, filed herewith. </p>

<p ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (b) The Registrant has
previously submitted the Plan and any amendments thereto through the date of filing of
this Form S-8 to the Internal Revenue Service (&quot;IRS&quot;) in a timely manner and has
made or will make all changes required by the IRS in order to qualify the Plan. </p>

<p><b>&nbsp;</p>

<p ALIGN="LEFT">ITEM 9. UNDERTAKINGS </b></p>

<p ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (a) The undersigned Registrant
hereby undertakes:</p>

<p ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(1) To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:</p>

<p ALIGN="LEFT">&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(i) To include any prospectuses required by Section 10(a)(3) of the Securities Act of
1933; </p>

<blockquote>
  <blockquote>
    <p ALIGN="LEFT">(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 twenty percent (20%) change in the
    maximum aggregate offering price set forth in the &quot;Calculation of Registration
    Fee&quot; table in the effective registration statement; and</p>
    <p ALIGN="LEFT">(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.</p>
  </blockquote>
</blockquote>

<p ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 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 the Registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement.</p>

<p ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (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</p>

<p ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (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.</p>

<p ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b) The undersigned Registrant hereby undertakes that, or purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant&#146;s Annual
Report pursuant to Section 13(a) or 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.</p>

<p ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c) 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 Securities Act of 1933, 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 Securities Act of 1933 and will be governed by the final adjudication of
such issue.</p>

<p ALIGN="LEFT">&nbsp;</p>

<p><b>&nbsp;</p>

<p ALIGN="CENTER">SIGNATURES</p>

<p ALIGN="LEFT"></b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 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 (the &quot;Registration Statement&quot;)
to be signed on its behalf by the undersigned, thereunto duly authorized in the Town of
Bar Harbor, Maine this 22 day of February, 2005.</p>

<p ALIGN="LEFT">&nbsp;</p>

<table border="0" cellpadding="0" width="100%" style="border: medium none">
  <tr>
    <td width="42%" style="border: medium none"></td>
    <td width="58%" style="border: medium none">Bar Harbor Bankshares<p>By: /s/ Joseph M.
    Murphy</p>
    <p>Joseph M. Murphy<br>
    President and Chief Executive Officer</td>
  </tr>
</table>

<blockquote>
  <blockquote>
    <blockquote>
      <blockquote>
        <blockquote>
          <blockquote>
            <blockquote>
              <blockquote>
                <blockquote>
                  <blockquote>
                    <p ALIGN="CENTER">&nbsp;</p>
                    <p ALIGN="CENTER">&nbsp;</p>
                  </blockquote>
                </blockquote>
              </blockquote>
            </blockquote>
          </blockquote>
        </blockquote>
      </blockquote>
    </blockquote>
  </blockquote>
</blockquote>

<p ALIGN="CENTER"><strong>POWER OF ATTORNEY</strong></p>

<p ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; KNOW ALL BY THESE PRESENTS,
that each individual whose signature appears below hereby severally constitutes and
appoints Joseph M. Murphy and Gerry Shencavitz, and each of them such person&#146;s true
and lawful attorney-in-fact and agent, with full power of substitution and resubstitution,
for such person and in such person&#146;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.</p>

<p ALIGN="LEFT"><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Pursuant to the requirements
of the Securities Act of 1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated. (<u>Form S-8) Bar Harbor
Bankshares 401 (k) Plan</u></p>

<p ALIGN="LEFT">&nbsp;</p>

<p ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</p>

<table border="0" cellpadding="0" width="82%" style="border: medium none">
  <tr>
    <td width="30%" style="border: medium none">Signature&nbsp;&nbsp;&nbsp;&nbsp; </td>
    <td width="37%" style="border: medium none">Capacity</td>
    <td width="33%" style="border: medium none">Date</td>
  </tr>
  <tr>
    <td width="30%" style="border: medium none"></td>
    <td width="37%" style="border: medium none"></td>
    <td width="33%" style="border: medium none"></td>
  </tr>
  <tr>
    </b><td width="30%" style="border: medium none">/s/ Thomas Colwell</td>
    <td width="37%" style="border: medium none">Chairman of the Board</td>
    <td width="33%" style="border: medium none">December 21, 2005</td>
    <b>
  </tr>
  <tr>
    </b><td width="30%" style="border: medium none"></td>
    <td width="37%" style="border: medium none"></td>
    <td width="33%" style="border: medium none"></td>
    <b>
  </tr>
  <tr>
    </b><td width="30%" valign="top" style="border: medium none">/s/ Joseph M. Murphy</td>
    <td width="37%" style="border: medium none">President and Chief Executive Officer<br>
    (Principal Executive Officer)</td>
    <td width="33%" valign="top" style="border: medium none">December 21, 2005</td>
    <b>
  </tr>
  <tr>
    <td width="30%" valign="top" style="border: medium none"></td>
    <td width="37%" style="border: medium none"></td>
    <td width="33%" style="border: medium none"></td>
  </tr>
  <tr>
    <td width="30%" valign="top" style="border: medium none"></b>/s/ Gerald Shencavitz</td>
    <td width="37%" style="border: medium none">Chief Financial Officer and Treasurer<br>
    (Principal Financial and Accounting Officer)</td>
    <td width="33%" valign="top" style="border: medium none">December 21, 2005</td>
    <b>
  </tr>
</table>

<table border="0" cellpadding="0" width="81%" style="border: medium none">
  <tr>
    </b><td width="35%" style="border: medium none">/s/ Martha T. Dudman</td>
    <td width="14%" style="border: medium none">Director</td>
    <td width="27%" style="border: medium none">/s/ Robert C. Carter</td>
    <td width="25%" style="border: medium none">Director</td>
    <b>
  </tr>
  <tr>
    <td width="35%" style="border: medium none"></td>
    <td width="14%" style="border: medium none"></td>
    <td width="27%" style="border: medium none"></td>
    <td width="25%" style="border: medium none"></td>
  </tr>
  <tr>
    </b><td width="35%" style="border: medium none">/s/ John McCurdy</td>
    <td width="14%" style="border: medium none">Director</td>
    <td width="27%" style="border: medium none">/s/ Kenneth Smith</td>
    <td width="25%" style="border: medium none">Director</td>
    <b>
  </tr>
  <tr>
    </b><td width="35%" style="border: medium none"></td>
    <td width="14%" style="border: medium none"></td>
    <td width="27%" style="border: medium none"></td>
    <td width="25%" style="border: medium none"></td>
    <b>
  </tr>
  <tr>
    </b><td width="35%" style="border: medium none">/s/ Peter Dodge</td>
    <td width="14%" style="border: medium none">Director</td>
    <td width="27%" style="border: medium none">/s/ Scott Toothaker</td>
    <td width="25%" style="border: medium none">Director</td>
    <b>
  </tr>
  <tr>
    </b><td width="35%" style="border: medium none"></td>
    <td width="14%" style="border: medium none"></td>
    <td width="27%" style="border: medium none"></td>
    <td width="25%" style="border: medium none"></td>
    <b>
  </tr>
  <tr>
    </b><td width="35%" style="border: medium none">/s/ David B. Woodside</td>
    <td width="14%" style="border: medium none">Director</td>
    <td width="27%" style="border: medium none">/s/ Constance Shea</td>
    <td width="25%" style="border: medium none">Director</td>
    <b>
  </tr>
  <tr>
    </b><td width="35%" style="border: medium none"></td>
    <td width="14%" style="border: medium none"></td>
    <td width="27%" style="border: medium none"></td>
    <td width="25%" style="border: medium none"></td>
    <b>
  </tr>
  <tr>
    </b><td width="35%" style="border: medium none">/s/ Dwight Eaton</td>
    <td width="14%" style="border: medium none">Director</td>
    <td width="27%" style="border: medium none">/s/ Cooper Friend</td>
    <td width="25%" style="border: medium none">Director</td>
    <b>
  </tr>
  <tr>
    </b><td width="35%" style="border: medium none"></td>
    <td width="14%" style="border: medium none"></td>
    <td width="27%" style="border: medium none"></td>
    <td width="25%" style="border: medium none"></td>
    <b>
  </tr>
  <tr>
    </b><td width="35%" style="border: medium none"></td>
    <td width="14%" style="border: medium none">Director</td>
    <td width="27%" style="border: medium none">/s/ Robert Phillips</td>
    <td width="25%" style="border: medium none">Director</td>
    <b>
  </tr>
</table>
</b>

<p ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Pursuant to the requirements of
the Securities Act of 1933, the Trustees of the Bar Harbor Bankshares 401(k) Plan have
duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Town of Bar Harbor, Maine on the 22nd day of February,
2005.</p>

<table border="0" cellpadding="0" width="69%" style="border: medium none">
  <tr>
    <td width="55%" style="border: medium none"></td>
    <td width="45%" style="border: medium none">BAR HARBOR BANKSHARES 401(K) PLAN</td>
  </tr>
  <tr>
    <td width="55%" style="border: medium none"></td>
    <td width="45%" style="border: medium none">&nbsp;<p>By:&nbsp; /s/ Marsha C. Sawyer<br>
    &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Marsha C. Sawyer, Trustee</p>
    <p>By:&nbsp; /s/ Robert M. Phillips<br>
    &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Robert M. Phillips, Trustee</p>
    <p>By:&nbsp; /s/Joseph M. Murphy<br>
    &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Joseph M. Murphy, Trustee</td>
  </tr>
</table>
</font>

<hr>

<p align="center"><small><strong>Report of Independent Registered Public Accounting Firm</strong></small></p>

<p>Plan Administrator<br>
Bar Harbor Bankshares 401(k) Plan</p>

<p>We have audited the accompanying statement of net assets available for benefits of Bar
Harbor Bankshares 401(k) Plan (the Plan) as of December 31, 2003, and the related
statement of changes in the net assets available for benefits for the year then ended.
&nbsp; These financial statements are the responsibility of the Plan's management. &nbsp;
Our responsibility is to express an opinion of these financial statements based on our
audit.</p>

<p>We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).&nbsp; Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement.&nbsp; An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.&nbsp; An
audit also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement presentation.
&nbsp; We believe that our audit provides a reassonable basis for our opinion.</p>

<p>In our opinion, the financial statements referred to above present fairly, in all
material respects, the net assets available for benefits of the plan as of December 31,
2003, and the changes in net assets available for benefits for the year then ended in
conformity with U.S. generally accepted accounting practices.</p>

<p>Our audit was perofmed for the purpose of forming an opinon on the basic financial
statements taken as a whole.&nbsp; The supplemental schedule of assets held at end of year
is presented for the purpose of additional analysis and is not a required part of the
basic financial statements but is supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974.&nbsp; This supplemental schedule is the responsibility of the
Plan's management.&nbsp; The supplemental schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic financial statements taken
as a whole.</p>

<p>/s/ KPMG LLP</p>

<p>Albany, New York<br>
September 24, 2004</p>
</body>
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s8401k2005
As filed with the Securities and Exchange Commission on February
22, 2005, Regiatration Statement No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSON
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BAR HARBOR BANKSHARES
(Exact name of Registrant as Specified in Its Charter)
Maine
(State of Incorporation)
01-0393663
(I.R.S. Employer Identification #)
82 Main Street
Bar Harbor, Maine 04843
(Address, including zip code of Registrant's principal executive
offices)
Bar Harbor Bankshares 401(k) Plan
(Full Title of the Plan)
Joseph M. Murphy
President and C.E.O.
Bar Harbor Bankshares
82 Main Street
Bar Harbor, Maine 04609
(207) 288-3314
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
With copies to:
Daniel G. McKay, Esq.
Eaton Peabody P.A.
80 Exchange Street
Bangor, Maine 04401
(207) 947-0111
CALCULATION OF REGISTRATION FEE
Title of
    Securities Being Registered
Amount to be
Registered (1)
Proposed
Maximum
Offering Price
Per Share (2)
Proposed
Maximum Aggregate
Offering Price
Amount of
Registration Fee
Common Stock, $2.00 par value
450,000
$28.00
$27.87
$1,483.02
Plan Interests (3) N/A N/A N/A N/A
(1)
Estimated maximum number of
    shares of Bar Harbor Bankshares (the "Registrant") purchasable with employee and
    employer contributions under the Bar Harbor Bankshares 401(k) Plan (the "Plan"),
    plus such additional number of shares as may be required in the event of a stock dividend,
    stock split, reverse stock split, recapitalization, forfeiture under the Plan or similar
    event.
(2)
Estimated solely for the
    purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and (h)
    under the Securities Act of 1933, as amended (the "Securities Act"). The price
    per share and the aggregate offering price are based upon the average of the high and low
    prices of the Registrant's Common Stock on February 17, 2005 as reported on the
    American Stock Exchange.
(3)
In addition, pursuant to Rule
    416(c), this Registration Statement includes such indeterminate number of interests to be
    offered or sold pursuant to the employee benefit plan described herein. Pursuant to Rule
    457(h)(2) under the Securities Act, no separate fee is required to register plan interests
.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION *
ITEM 2. INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION *
*Pursuant to the Introductory
Note to Part I of the Form S-8 and Rule 428 of the Securities Act, the information
required by Part I is not filed with the Securities and Exchange Commission (the
"Commission").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATON OF DOCUMENTS BY REFERENCE
The Registrant
hereby incorporates by reference the following documents, which have been
previously filed with the Commission pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"):
(a)
Annual Report on Form 11-K of Bar Harbor Bankshares 401(k) Plan for fiscal year
    ended December 31, 2003, filed with the Commission herewith as Exhibit 99.1 under Item 8
    of this Part II.
(b)
Annual
    Report filed on Form 10-K of Bar Harbor Bankshares for the fiscal year ended December 31,
    2003, filed with the Commission on March 29, 2004;
(c)
Quarterly Report filed on Form 10-Q of Bar Harbor Bankshares for the
    fiscal quarter ended March 31, 2004, filed with the Commission on May 17, 2004; Quarterly
    Report filed on Form 10-Q of Bar Harbor Bankshares for the fiscal quarter ended June 30,
    2004, filed with the Commission on August 16, 2004; Quarterly Report filed on Form 10-Q of
    Bar Harbor Bankshares for the fiscal quarter ended September 30, 2004, filed with the
    Commission on November 15, 2004; Current Reports on Form 8-K of Bar Harbor Bankshares
    filed with the Commission on February 7, 2005, January 26, 2005, October 28, 2004, October
    22, 2004, July 30, 2004, July 29, 2004, July 21, 2004, May 20, 2004, May 3, 2004, April
    30, 2004, April 21, 2004, March 1, 2004, February 27, 2004, February 13, 2004, February 2,
    2004, and January 21, 2004; and
(d)
The description of
    the Registrant's Common Stock contained in its Registration Statement on Form 8-A,
    filed with the Commission on September 10, 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 the Registrant pursuant
to Section 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, Title 13-C M.R.S.A Section 101, et seq. (the "MBCA"), permits a corporation
to indemnify and advance expenses to any of its directors and officers who was or is a
party to a proceeding because that person is or was a director or officer of the
corporation and if the following criteria are met: (i) the individual's conduct was
in good faith; (ii) the individual reasonably believed (a) in the case of conduct in the
individual's official capacity that such conduct was in the best interests of the
corporation, and (b) in all other cases, that the individual's conduct was at least
not opposed to the best interests of the corporation; and (iii) in the case of a criminal
proceeding, the individual had no reasonable cause to believe the individual's
conduct was unlawful. Notwithstanding the foregoing, a corporation has no power to
indemnify a director or officer unless it has made a determination that the person has met
the relevant standard of conduct set forth above.
As permitted by the MBCA, the
bylaws of the Registrant provide that the Registrant shall indemnify its directors and
officers, including the advancement of expenses. In addition, the bylaws contain the
procedures pursuant to which such indemnification is effectuated.
As permitted by the MBCA, the
Registrant maintains directors and officers liability insurance in amounts and on terms
which the Registrant's Board of Directors deems reasonable. In the ordinary course of
business, the Registrant'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 Eaton Peabody
P.A. as to the legality of the securities being registered.
23.1 Consent of Eaton Peabody P.A (included
with Exhibit 5.1 hereto)
23.2 Consent of KPMG LLP
23.3 Consent of Berry, Dunn, McNeil and Parker
24.1 Power of Attorney (included on the
signature page)
99.1 Annual Report on Form 11-K for fiscal year
ended December 31, 2003, filed herewith.
(b) The Registrant has
previously submitted the Plan and any amendments thereto through the date of filing of
this Form S-8 to the Internal Revenue Service ("IRS") in a timely manner and has
made or will make all changes required by the IRS in order to qualify the 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 prospectuses 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 twenty percent (20%) 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 the Registrant 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, or 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 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 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 Securities Act of 1933, 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 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, 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 (the "Registration Statement")
to be signed on its behalf by the undersigned, thereunto duly authorized in the Town of
Bar Harbor, Maine this 22 day of February, 2005.
Bar Harbor Bankshares
By: /s/ Joseph M.
    Murphy
Joseph M. Murphy
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 Joseph M. Murphy and Gerry Shencavitz, and each of them 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. (
Form S-8) Bar Harbor
Bankshares 401 (k) Plan
Signature
Capacity
Date
/s/ Thomas Colwell
Chairman of the Board
December 21, 2005
/s/ Joseph M. Murphy
President and Chief Executive Officer
(Principal Executive Officer)
December 21, 2005
/s/ Gerald Shencavitz
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
December 21, 2005
/s/ Martha T. Dudman
Director
/s/ Robert C. Carter
Director
/s/ John McCurdy
Director
/s/ Kenneth Smith
Director
/s/ Peter Dodge
Director
/s/ Scott Toothaker
Director
/s/ David B. Woodside
Director
/s/ Constance Shea
Director
/s/ Dwight Eaton
Director
/s/ Cooper Friend
Director
Director
/s/ Robert Phillips
Director
Pursuant to the requirements of
the Securities Act of 1933, the Trustees of the Bar Harbor Bankshares 401(k) Plan have
duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Town of Bar Harbor, Maine on the 22nd day of February,
2005.
BAR HARBOR BANKSHARES 401(K) PLAN
By:  /s/ Marsha C. Sawyer
Marsha C. Sawyer, Trustee
By:  /s/ Robert M. Phillips
Robert M. Phillips, Trustee
By:  /s/Joseph M. Murphy
Joseph M. Murphy, Trustee
Report of Independent Registered Public Accounting Firm
Plan Administrator
Bar Harbor Bankshares 401(k) Plan
We have audited the accompanying statement of net assets available for benefits of Bar
Harbor Bankshares 401(k) Plan (the Plan) as of December 31, 2003, and the related
statement of changes in the net assets available for benefits for the year then ended.
  These financial statements are the responsibility of the Plan's management.  
Our responsibility is to express an opinion of these financial statements based on our
audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement presentation.
  We believe that our audit provides a reassonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all
material respects, the net assets available for benefits of the plan as of December 31,
2003, and the changes in net assets available for benefits for the year then ended in
conformity with U.S. generally accepted accounting practices.
Our audit was perofmed for the purpose of forming an opinon on the basic financial
statements taken as a whole.  The supplemental schedule of assets held at end of year
is presented for the purpose of additional analysis and is not a required part of the
basic financial statements but is supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974.  This supplemental schedule is the responsibility of the
Plan's management.  The supplemental schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic financial statements taken
as a whole.
/s/ KPMG LLP
Albany, New York
September 24, 2004