As filed with the Securities and Exchange Commission on January 15, 1997

                                                                               
                                                   Registration No. 33-
===========================================================================  


                         SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
                              ---------------------------

                                        FORM S-8


                              REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933
                              ---------------------------

                              CONSUMERS WATER COMPANY
                    (Exact name of registrant as specified in charter)

                       MAINE                      01-0049450
                ---------------------           -------------------
             (State or other jurisdiction       (IRS Employer
        or incorporation or organization)        Identification No.)


                                 Three Canal Plaza
                               Portland, Maine  04101
               ---------------------------------------------------
              (Address of principal executive offices and Zip Code)

                                   (207) 773-6438
               ----------------------------------------------------
                (Registrant's telephone number, including area code)


          Consumers Water Company Employees 401(k) Savings Plan and Trust
          ---------------------------------------------------------------
                                   (Full Title of Plan)

                         BRIAN R. MULLANY, Secretary and Clerk
                                   Consumers Water Company
                                   Three Canal Plaza
                                   Portland, Maine  04101
                         (Name and Address of agent for service)

                                        Copies to:
                                   Keith C. Jones, Esq.
                              Drummond Woodsum & MacMahon
                                   245 Commercial Street
                                   Portland, Maine  04101

                              CALCULATION OF REGISTRATION FEE

============================================================================

                                    Proposed      Proposed     
                                    maximum       maximum        Amount
Title of each class     Amount      offering      aggregate        of
  of securities         to be        price        offering     registration 
 to be registered     Registered    per unit*      price*          fee*
----------------------------------------------------------------------------
Common Shares (par
  value $1.00) . . . 250,000 shares  $17.75     $4,437,500      $ 1,344.70
                                     -------    ----------      ----------
============================================================================

     *Estimated for the purpose of calculating the registration fee only and 
not as a representation of the actual offering price.  Pursuant to Rule 
457(c) the registration fee has been calculated on the basis of $17.75 
per share, which equals the average of the high and low prices of the
common shares of the Company on January 13, 1997 as reported on the NASDAQ 
Stock Market.

PURSUANT TO RULE 416(C) UNDER THE SECURITIES ACT OF 1933, THIS 
REGISTRATION STATEMENT ALSO COVERS AN INDETERMINATE AMOUNT OF 
INTERESTS TO BE OFFERED OR SOLD PURSUANT TO THE EMPLOYEE BENEFIT 
PLAN DESCRIBED HEREIN.

PURSUANT TO RULE 429, THE PROSPECTUS INCLUDED IN THIS REGISTRATION 
STATEMENT WILL SERVE AS AN UPDATED PROSPECTUS FOR REGISTRATION 
STATEMENTS NO. 33-20994 AND NO. 33-57618.

                                PART II
            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.
------------------------------------------------         
     The following documents and information heretofore filed 
with the Commission (File No. 0-493) are incorporated by 
reference in this registration statement.

     1.   Consumers Water Company's Annual Report on Form 
10-K for the year ended December 31, 1995, filed pursuant to 
the Securities Exchange Act of 1934.

     2.   Consumers Water Company's Quarterly Reports on Form 
10-Q for the quarters ended March 31, 1996, June 30, 1996 and 
September 30, 1996, filed pursuant to the 1934 Act.

     3.   The Annual Report of the Consumers Water Company 
Employees 401(k) Savings Plan and Trust (the "Plan") on Form 
11-K for the year ended December 31, 1995, filed pursuant to 
the 1934 Act.

     4.   The description of the common shares which is 
contained in the Registration Statement on Form 10 filed 
under the 1934 Act, including any amendment or report filed 
for the purpose of updating such description under the 1934 Act.

     All reports and other documents filed by Consumers Water 
Company (the "Company") and the Plan pursuant to Sections 13(a), 
13(c), 14 and 15(d) of the 1934 Act after the date of this 
registration statement and prior to the filing of a post-effective 
amendment which indicates that all securities offered 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 
reports and documents.


Item 6.  Indemnification of Directors and Officers.
---------------------------------------------------
     Section 719 of the Maine Business Corporation Act provides 
in its entirety as follows:

     Section 719.  Indemnification of officers, directors, employees 
      and agents; insurance

          1.   A corporation shall have power to indemnify or, 
if so provided in the bylaws, shall in all cases indemnify, any 
person who was or is a party or is threatened to be made a party 
to any threatened, pending or completed action, suit or proceeding, 
whether civil, criminal, administrative or investigative, by reason 
of the fact that that person is or was a director, officer, employee 
or agent of the corporation, or is or was serving at the request of 
the corporation as a director, officer, trustee, partner, fiduciary, 
employee or agent of another corporation, partnership, joint venture, 
trust, pension or other employee benefit plan or other enterprise, 
against expenses, including attorneys' fees, judgments, fines and 
amounts paid in settlement actually and reasonably incurred by that 
person in connection with such action, suit or proceeding; provided 
that no indemnification may be provided for any person with respect 
to any matter as to which that person shall have been finally 
adjudicated:

          A.   Not to have acted honestly or in the reasonable 
belief that that person's action was in or not opposed to the best 
interests of the corporation or its shareholders or, in the case of 
a person serving as a fiduciary of an employee benefit plan or trust, 
in or not opposed to the best interests of that plan or trust, or its 
participants or beneficiaries; or

          B.   With respect to any criminal action or proceeding, 
to have had reasonable cause to believe that that person's conduct was 
unlawful.

     The termination of any action, suit or proceeding by judgment, 
order or conviction adverse to that person, or by settlement or plea 
of nolo contendere or its equivalent, shall not of itself create a 
presumption that that person did not act honestly or in the reasonable 
belief that that person's action was in or not opposed to the best 
interests of the corporation or its shareholders or, in the case of a 
person serving as a fiduciary of an employee benefit plan or trust, in 
or not opposed to the best interests of that plan or trust or its 
participants or beneficiaries and, with respect to any criminal action 
or proceeding, had reasonable cause to believe that that person's 
conduct was unlawful.

          1-A. Notwithstanding any provision of subsection 1, a 
corporation shall not have the power to indemnify any person with 
respect to any claim, issue or matter asserted by or in the right of 
the corporation as to which that person is finally adjudicated to be 
liable to the corporation unless the court in which the action, suit 
or proceeding was brought shall determine that, in view of all the 
circumstances of the case, that person is fairly and reasonably 
entitled to indemnity for such amounts as the court shall deem 
reasonable.

          2.   Any provision of subsection 1, 1-A, or 3 to the 
contrary notwithstanding, to the extent that a director, officer, 
employee or agent of a corporation has been successful on the merits 
or otherwise in defense of any action, suit or proceeding referred 
to in subsection 1 or 1-A, or in defense of any claim, issue or matter 
therein, that director, officer, employee or agent shall be indemnified 
against expenses, including attorneys' fees, actually and reasonably 
incurred by that director, officer, employee or agent in connection 
therewith.  The right to indemnification granted by this subsection 
may be enforced by a separate action against the corporation, if an 
order for indemnification is not entered by a court in the action, 
suit or proceeding wherein that director, officer, employee or agent 
was successful on the merits or otherwise.

          3.   Any indemnification under subsection 1, unless 
ordered by a court or required by the bylaws, shall be made by the 
corporation only as authorized in the specific case upon a 
determination that indemnification of the director, officer, employee 
or agent is proper in the circumstances and in the best interests of 
the corporation.  That determination shall be made by the board of 
directors by a majority vote of a quorum consisting of directors who 
were not parties to that action, suit or proceeding, or if such a 
quorum is not obtainable, or even if obtainable, if a quorum of 
disinterested directors so directs, by independent legal counsel 
in a written opinion, or by the shareholders.  Such a determination 
once made may not be revoked and, upon the making of that 
determination, the director, officer, employee or agent may enforce 
the indemnification against the corporation by a separate action 
notwithstanding any attempted or actual subsequent action by the 
board of directors.

          4.   Expenses incurred in defending a civil, criminal,
administrative or investigative action, suit or proceeding may be 
authorized and paid by the corporation in advance of the final 
disposition of that action, suit or proceeding upon a determination 
made in accordance with the procedure established in subsection 3 
that, based solely on the facts then known to those making the 
determination and without further investigation, the person seeking 
indemnification satisfied the standard of conduct prescribed by 
subsection 1, or if so provided in the bylaws, these expenses shall 
in all cases be authorized and paid by the corporation in advance 
of the final disposition of that action, suit or proceeding upon 
receipt by the corporation of:

          A.   A written undertaking by or on behalf of the 
     officer, director, employee or agent to repay that amount if that 
     person is finally adjudicated:

               (1)  Not to have acted honestly or in the 
          reasonable belief that that person's action was in or not opposed 
          to the best interests of the corporation or its shareholders or, in 
          the case of a person serving as a fiduciary of an employee benefit 
          plan or trust, in or not opposed to the best interests of such plan 
          or trust or its participants or beneficiaries;

               (2)  With respect to any criminal action or 
          proceeding, to have had reasonable cause to believe that the 
          person's conduct was unlawful; or

               (3)  With respect to any claim, issue or matter 
          asserted in any action, suit or proceeding brought by or in the 
          right of the corporation, to be liable to the corporation, unless 
          the court in which that action, suit or proceeding was brought 
          permits indemnification in accordance with subsection 2; and

          B.   A written affirmation by the officer, director, 
     employee or agent that the person has met the standard of conduct 
     necessary for indemnification by the corporation as authorized in 
     this section.

     The undertaking required by paragraph A shall be an unlimited 
general obligation of the person seeking the advance, but need not 
be secured and may be accepted without reference to financial ability 
to make the repayment.

          5.   The indemnification and entitlement to advances 
of expenses provided by this section shall not be deemed exclusive 
of any other rights to which those indemnified may be entitled under 
any bylaw, agreement, vote of stockholders or disinterested directors 
or otherwise, both as to action in that 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, 
officer, employee, agent, trustee, partner or fiduciary and shall 
inure to the benefit of the heirs, executors and administrators of 
such a person.  A right to indemnification required by the bylaws 
may be enforced by a separate action against the corporation, if 
an order for indemnification has not been entered by a court in any 
action, suit or proceeding in respect to which indemnification is 
sought.

          6.   A corporation shall have power to purchase and 
maintain insurance on behalf of any person who is or was a director, 
officer, employee or agent of the corporation, or is or was serving 
at the request of the corporation as a director, officer, trustee, 
partner, fiduciary, employee or agent of another corporation, 
partnership, joint venture, trust, pension or other employee benefit 
plan or other enterprise against any liability asserted against that 
person and incurred by that person in any such capacity, or arising 
out of that person's status as such, whether or not the corporation 
would have the power to indemnify that person against such liability 
under this section.

          7.   For purposes of this section, references to the
 "corporation" shall include, in addition to the surviving corporation 
or new corporation, any participating corporation in a consolidation 
or merger.

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

     Article XIV of the Company's Bylaws, which provides for the
indemnification of directors, officers and employees, is incorporated 
herein by reference to pages 4 through 6 of Exhibit 3.2 to Consumers 
Water Company's Annual Report on Form 10-K for the year ended December 
31, 1993.

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

     The Company has entered into an Indemnification Agreement with 
each person who is a current member of the board of directors or a 
current executive officer of the Company, pursuant to which the 
Company agrees to hold harmless and indemnify such person to the 
full extent authorized or permitted by Maine law.  The form of 
Indemnification Agreement entered into with each such person is 
incorporated by reference to Exhibit 10.8 to Consumers Water 
Company's Quarterly Report on Form 10-Q for the quarter ended June 
30, 1994.

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

     The Company has purchased and maintains insurance on behalf 
of any person who is or was a director or officer against any loss 
arising from any claim asserted against him and incurred by him 
in any such capacity, subject to certain exclusions.


Item 18.  Exhibits
-------------------
     The following Exhibits are submitted in response to this item:

4.1       Conformed Copy of Restated Articles of Incorporation 
            of Consumers Water Company, as amended, incorporated by 
            reference to Exhibit 4.1.6 to Consumers Water Company's
            Registration Statement on Form S-2, Registration No. 
            33-41113, filed with the Securities and Exchange 
            Commission on June 11, 1991.

4.2       Bylaws of Consumers Water Company, as amended March 
            2, 1994, incorporated by reference to Exhibit 3.2 to 
            Consumers Water Company's Annual Report on Form 10-K 
            for the year ended December 31, 1993.

4.3       Conformed Copy of the Consumers Water Company Employees 
            401(k) Savings Plan and Trust, as amended, is submitted 
            herewith as Exhibit 4.3

5.1       Opinion of Drummond Woodsum & MacMahon as to legality 
            of the shares registered is submitted herewith as 
            Exhibit 5.1.

5.2       Conformed Copy of determination letter from Internal 
            Revenue Service as to qualification of the Consumers 
            Water Company 401(k) Plan and Trust, dated May 3, 1995, 
            is submitted herewith as Exhibit 5.2.

23.1      The Consent of Arthur Andersen LLP, Consumers Water 
            Company's auditors, is submitted herewith as Exhibit 
            23.1.

23.2      The Consent of Drummond Woodsum & MacMahon, counsel 
            to the Company, is included in their opinion submitted 
            herewith as Exhibit 5.1.

24        Powers of attorney are included as part of the 
            signature page.


Item 19.  Undertakings
----------------------
     (a)  The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or 
sales are being made, a post-effective amendment to this 
registration statement:

               (i)  To include any prospectus required by 
section 10(a)(3) of the Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or 
events arising after the effective date of the registration 
statement (or the most recent post-effective amendment thereof) 
which, individually or in the aggregate, represent a fundamental 
change in the information set forth in the registration statement. 
Notwithstanding the foregoing, any increase or decrease in volume 
of securities offered (if the total dollar value of the 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 the prospectus filed with the 
Commission pursuant to Rule 424(b) (Section 230.424(b) of this chapter) if, 
in the aggregate, the changes in volume and price represent no more 
than a 20% change in the maximum aggregate price set forth in the 
"Calculation of Registration Fee" table in the effective 
registration statement;

              (iii) To include any material information with 
respect to the plan of distribution not previously disclosed in 
the registration statement or any material change to such 
information in the registration statement;

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 
do not apply if the registration statement is on Form S-3, Form S-8 
or Form F-3, and the information required to be included in a 
post-effective amendment by those paragraphs is contained in 
periodic reports filed by the registrant pursuant to section 13 
or section 15(d) of the Securities Exchange Act of 1934 that are 
incorporated by reference in the registration statement.

          (2)  That, for the purpose of determining any liability 
under the Securities Act of 1933, each such post-effective amendment 
shall be deemed to be a new registration statement relating to the 
securities offered therein, and the offering of such securities at 
that time shall be deemed to be the initial bona fide offering 
thereof.

          (3)  To remove from registration by means of a 
post-effective amendment any of the securities being registered 
which remain unsold at the termination of the offering.

          (4)  If the registrant is a foreign private issuer, 
to file a post-effective amendment to the registration statement 
to include any financial statements required by Rule 3-19 of 
Regulation S-X at the start of any delayed offering or throughout 
a continuous offering.  Financial statements and information 
otherwise required by Section 10(a)(3) of the Act need not be 
furnished, provided that the registrant includes in the prospectus, 
by means of a post-effective amendment, financial statements 
required pursuant to this paragraph (a)(4) and other information 
necessary to ensure that all other information in the prospectus is 
at least as current as the date of those financial statements. 
Notwithstanding the foregoing, with respect to registration 
statements on Form F-3, a post-effective amendment need not be 
filed to include financial statements and information required 
by Section 10(3)(a) of the Act or Rule 3-19 or Regulation S-X 
if such financial statements and information are contained in 
periodic reports filed with or furnished to the Commission 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 Form F-3. 

     (b)  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)  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.


                                   SIGNATURES
                                   ----------

     THE COMPANY.  Pursuant to the requirements of the Securities Act of 
1933, Consumers Water 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 to be signed on its 
behalf by the undersigned, thereunto duly authorized, in the City of 
Portland and State of Maine on the 15th day of January, 1997.

                                   Consumers Water Company
                                   (as issuer and employer)

                                   By:/s/ Peter L. Haynes         
                                          ----------------------
                                      Peter L. Haynes
                                      President


                              POWER OF ATTORNEY
                               ----------------

     We, the undersigned, officers and directors of Consumers 
Water Company, hereby authorize and direct Peter L. Haynes, Keith 
C. Jones, or either of them acting singly, as Attorney-in-Fact, to 
execute in the name and on behalf of each of the undersigned persons, 
and in the respective capacities indicated below, any amendment or 
amendments to this Registration Statement of Consumers Water Company 
under the Securities Act of 1933, as amended, and to file the same, 
with all exhibits thereto, and other documents in connection therewith, 
with the Securities and Exchange Commission.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons 
in the capacities and on the dates indicated.


Signature                          Title                     Date
---------                          -----                     ----

/s/ Peter L. Haynes           President and Director         1/15/97
-------------------                                          --------
Peter L. Haynes               (Principal Executive 
                               Officer)

/s/ John F. Isacke            Senior Vice President          1/15/97
------------------                                           -------- 
John F. Isacke                (Principal Financial
                               Officer)

/s/ Gary E. Wardwell          Controller                     1/15/97
-------------------                                          --------
Gary E. Wardwell              (Principal Accounting 
                               Officer)

/s/ David R. Hastings, II     Director                       1/15/97
-------------------------                                    --------
David R. Hastings, II

/s/ Jack S. Ketchum           Director                       1/15/97
-------------------------                                    --------
Jack S. Ketchum

/s/ John E. Menario           Director                       1/15/97
-------------------------                                    --------
John E. Menario

/s/ John E. Palmer, Jr.       Director                       1/15/97
-------------------------                                    -------- 
John E. Palmer, Jr.

/s/ Jane E. Newman            Director                       1/15/97
-------------------------                                    --------
Jane E. Newman 

/s/ Elaine D. Rosen           Director                       1/15/97
-------------------------                                    --------
Elaine D. Rosen

/s/ William B. Russell        Director                       1/15/97
-------------------------                                    --------
William B. Russell

/s/ John H. Schiavi           Director                       1/15/97
-------------------------                                    --------
John H. Schiavi


     THE PLAN.  Pursuant to the requirements of the Securities Act 
of 1933, the trustees (or other persons who administer the Plan) 
have duly caused this registration statement to be signed on its 
behalf by the undersigned, thereunto duly authorized, in the City 
of Portland, State of Maine on the 15th day of January, 1997.

                                                                        
                                             Consumers Water Company
                                                   Employees 401(k)          
                                             Savings Plan and Trust

                                             By /s/ William B. Russell  
                                              --------------------------

                                              William B. Russell, Chairman
                                              Consumers Water Company
                                              Retirement Committee


EXHIBIT INDEX
--------------

                                                               
                                                               
Exhibit                                                        
-------                                                        

4.1  Conformed Copy of Restated Articles of
     Incorporation of Consumers Water Company, as
     amended, incorporated by reference to Exhibit
     4.1.6 to Consumers Water Company's Registration
     Statement on Form S-2, Registration No. 33-
     41113, filed with the Securities and Exchange
     Commission on June 11, 1991.

4.2  Bylaws of Consumers Water Company, as amended
     March 2, 1994, incorporated by reference to
     Exhibit 3.2 to Consumers Water Company's Annual
     Report on Form 10-K for the year ended December
     31, 1993.

4.3  Conformed Copy of the Consumers Water Company
     Employees 401(k) Savings Plan and Trust, as
     amended, is submitted herewith as Exhibit 4.3

5.1  Opinion of Drummond Woodsum & MacMahon as to
     legality of the shares registered is submitted
     herewith as Exhibit 5.1.

5.2  Conformed Copy of determination letter from
     Internal Revenue Service as to qualification of
     the Consumers Water Company 401(k) Plan and
     Trust, dated May 3, 1995, is submitted herewith
     as Exhibit 5.2.

23.1 The Consent of Arthur Andersen LLP, Consumers
     Water Company's auditors, is submitted herewith
     as Exhibit 23.1.

23.2 The Consent of Drummond Woodsum & MacMahon,
     counsel to the Company, is included in their
     opinion submitted herewith as Exhibit 5.1.

24   Powers of attorney are included as part of the
     signature page.
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{"company-data": {"conformed-name": "CONSUMERS WATER CO", "cik": "0000023910", "assigned-sic": "4941", "irs-number": "010049450", "state-of-incorporation": "ME", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-19821", "film-number": "97506330"}, "business-address": {"street1": "THREE CANAL PLZ P O", "city": "PORTLAND", "state": "ME", "zip": "04101", "phone": "2077736438"}, "mail-address": {"street1": "THREE CANAL PLAZA", "street2": "P O", "city": "PORTLAND", "state": "MA", "zip": "04101"}}
As filed with the Securities and Exchange Commission on January 15, 1997

                                                                               
                                                   Registration No. 33-
===========================================================================  

                         SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
                              ---------------------------

                                        FORM S-8

                              REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933
                              ---------------------------

                              CONSUMERS WATER COMPANY
                    (Exact name of registrant as specified in charter)

                       MAINE                      01-0049450
                ---------------------           -------------------
             (State or other jurisdiction       (IRS Employer
        or incorporation or organization)        Identification No.)

                                 Three Canal Plaza
                               Portland, Maine  04101
               ---------------------------------------------------
              (Address of principal executive offices and Zip Code)

                                   (207) 773-6438
               ----------------------------------------------------
                (Registrant's telephone number, including area code)

          Consumers Water Company Employees 401(k) Savings Plan and Trust
          ---------------------------------------------------------------
                                   (Full Title of Plan)

                         BRIAN R. MULLANY, Secretary and Clerk
                                   Consumers Water Company
                                   Three Canal Plaza
                                   Portland, Maine  04101
                         (Name and Address of agent for service)

                                        Copies to:
                                   Keith C. Jones, Esq.
                              Drummond Woodsum & MacMahon
                                   245 Commercial Street
                                   Portland, Maine  04101

                              CALCULATION OF REGISTRATION FEE

============================================================================

                                    Proposed      Proposed     
                                    maximum       maximum        Amount
Title of each class     Amount      offering      aggregate        of
  of securities         to be        price        offering     registration 
 to be registered     Registered    per unit*      price*          fee*
----------------------------------------------------------------------------
Common Shares (par
  value $1.00) . . . 250,000 shares  $17.75     $4,437,500      $ 1,344.70
                                     -------    ----------      ----------
============================================================================

     *Estimated for the purpose of calculating the registration fee only and 
not as a representation of the actual offering price.  Pursuant to Rule 
457(c) the registration fee has been calculated on the basis of $17.75 
per share, which equals the average of the high and low prices of the
common shares of the Company on January 13, 1997 as reported on the NASDAQ 
Stock Market.

PURSUANT TO RULE 416(C) UNDER THE SECURITIES ACT OF 1933, THIS 
REGISTRATION STATEMENT ALSO COVERS AN INDETERMINATE AMOUNT OF 
INTERESTS TO BE OFFERED OR SOLD PURSUANT TO THE EMPLOYEE BENEFIT 
PLAN DESCRIBED HEREIN.

PURSUANT TO RULE 429, THE PROSPECTUS INCLUDED IN THIS REGISTRATION 
STATEMENT WILL SERVE AS AN UPDATED PROSPECTUS FOR REGISTRATION 
STATEMENTS NO. 33-20994 AND NO. 33-57618.

                                PART II
            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
------------------------------------------------         
     The following documents and information heretofore filed 
with the Commission (File No. 0-493) are incorporated by 
reference in this registration statement.

     1.   Consumers Water Company's Annual Report on Form 
10-K for the year ended December 31, 1995, filed pursuant to 
the Securities Exchange Act of 1934.

     2.   Consumers Water Company's Quarterly Reports on Form 
10-Q for the quarters ended March 31, 1996, June 30, 1996 and 
September 30, 1996, filed pursuant to the 1934 Act.

     3.   The Annual Report of the Consumers Water Company 
Employees 401(k) Savings Plan and Trust (the "Plan") on Form 
11-K for the year ended December 31, 1995, filed pursuant to 
the 1934 Act.

     4.   The description of the common shares which is 
contained in the Registration Statement on Form 10 filed 
under the 1934 Act, including any amendment or report filed 
for the purpose of updating such description under the 1934 Act.

     All reports and other documents filed by Consumers Water 
Company (the "Company") and the Plan pursuant to Sections 13(a), 
13(c), 14 and 15(d) of the 1934 Act after the date of this 
registration statement and prior to the filing of a post-effective 
amendment which indicates that all securities offered 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 
reports and documents.

Item 6.  Indemnification of Directors and Officers.
---------------------------------------------------
     Section 719 of the Maine Business Corporation Act provides 
in its entirety as follows:

     Section 719.  Indemnification of officers, directors, employees 
      and agents; insurance

          1.   A corporation shall have power to indemnify or, 
if so provided in the bylaws, shall in all cases indemnify, any 
person who was or is a party or is threatened to be made a party 
to any threatened, pending or completed action, suit or proceeding, 
whether civil, criminal, administrative or investigative, by reason 
of the fact that that person is or was a director, officer, employee 
or agent of the corporation, or is or was serving at the request of 
the corporation as a director, officer, trustee, partner, fiduciary, 
employee or agent of another corporation, partnership, joint venture, 
trust, pension or other employee benefit plan or other enterprise, 
against expenses, including attorneys' fees, judgments, fines and 
amounts paid in settlement actually and reasonably incurred by that 
person in connection with such action, suit or proceeding; provided 
that no indemnification may be provided for any person with respect 
to any matter as to which that person shall have been finally 
adjudicated:

          A.   Not to have acted honestly or in the reasonable 
belief that that person's action was in or not opposed to the best 
interests of the corporation or its shareholders or, in the case of 
a person serving as a fiduciary of an employee benefit plan or trust, 
in or not opposed to the best interests of that plan or trust, or its 
participants or beneficiaries; or

          B.   With respect to any criminal action or proceeding, 
to have had reasonable cause to believe that that person's conduct was 
unlawful.

     The termination of any action, suit or proceeding by judgment, 
order or conviction adverse to that person, or by settlement or plea 
of nolo contendere or its equivalent, shall not of itself create a 
presumption that that person did not act honestly or in the reasonable 
belief that that person's action was in or not opposed to the best 
interests of the corporation or its shareholders or, in the case of a 
person serving as a fiduciary of an employee benefit plan or trust, in 
or not opposed to the best interests of that plan or trust or its 
participants or beneficiaries and, with respect to any criminal action 
or proceeding, had reasonable cause to believe that that person's 
conduct was unlawful.

          1-A. Notwithstanding any provision of subsection 1, a 
corporation shall not have the power to indemnify any person with 
respect to any claim, issue or matter asserted by or in the right of 
the corporation as to which that person is finally adjudicated to be 
liable to the corporation unless the court in which the action, suit 
or proceeding was brought shall determine that, in view of all the 
circumstances of the case, that person is fairly and reasonably 
entitled to indemnity for such amounts as the court shall deem 
reasonable.

          2.   Any provision of subsection 1, 1-A, or 3 to the 
contrary notwithstanding, to the extent that a director, officer, 
employee or agent of a corporation has been successful on the merits 
or otherwise in defense of any action, suit or proceeding referred 
to in subsection 1 or 1-A, or in defense of any claim, issue or matter 
therein, that director, officer, employee or agent shall be indemnified 
against expenses, including attorneys' fees, actually and reasonably 
incurred by that director, officer, employee or agent in connection 
therewith.  The right to indemnification granted by this subsection 
may be enforced by a separate action against the corporation, if an 
order for indemnification is not entered by a court in the action, 
suit or proceeding wherein that director, officer, employee or agent 
was successful on the merits or otherwise.

          3.   Any indemnification under subsection 1, unless 
ordered by a court or required by the bylaws, shall be made by the 
corporation only as authorized in the specific case upon a 
determination that indemnification of the director, officer, employee 
or agent is proper in the circumstances and in the best interests of 
the corporation.  That determination shall be made by the board of 
directors by a majority vote of a quorum consisting of directors who 
were not parties to that action, suit or proceeding, or if such a 
quorum is not obtainable, or even if obtainable, if a quorum of 
disinterested directors so directs, by independent legal counsel 
in a written opinion, or by the shareholders.  Such a determination 
once made may not be revoked and, upon the making of that 
determination, the director, officer, employee or agent may enforce 
the indemnification against the corporation by a separate action 
notwithstanding any attempted or actual subsequent action by the 
board of directors.

          4.   Expenses incurred in defending a civil, criminal,
administrative or investigative action, suit or proceeding may be 
authorized and paid by the corporation in advance of the final 
disposition of that action, suit or proceeding upon a determination 
made in accordance with the procedure established in subsection 3 
that, based solely on the facts then known to those making the 
determination and without further investigation, the person seeking 
indemnification satisfied the standard of conduct prescribed by 
subsection 1, or if so provided in the bylaws, these expenses shall 
in all cases be authorized and paid by the corporation in advance 
of the final disposition of that action, suit or proceeding upon 
receipt by the corporation of:

          A.   A written undertaking by or on behalf of the 
     officer, director, employee or agent to repay that amount if that 
     person is finally adjudicated:

               (1)  Not to have acted honestly or in the 
          reasonable belief that that person's action was in or not opposed 
          to the best interests of the corporation or its shareholders or, in 
          the case of a person serving as a fiduciary of an employee benefit 
          plan or trust, in or not opposed to the best interests of such plan 
          or trust or its participants or beneficiaries;

               (2)  With respect to any criminal action or 
          proceeding, to have had reasonable cause to believe that the 
          person's conduct was unlawful; or

               (3)  With respect to any claim, issue or matter 
          asserted in any action, suit or proceeding brought by or in the 
          right of the corporation, to be liable to the corporation, unless 
          the court in which that action, suit or proceeding was brought 
          permits indemnification in accordance with subsection 2; and

          B.   A written affirmation by the officer, director, 
     employee or agent that the person has met the standard of conduct 
     necessary for indemnification by the corporation as authorized in 
     this section.

     The undertaking required by paragraph A shall be an unlimited 
general obligation of the person seeking the advance, but need not 
be secured and may be accepted without reference to financial ability 
to make the repayment.

          5.   The indemnification and entitlement to advances 
of expenses provided by this section shall not be deemed exclusive 
of any other rights to which those indemnified may be entitled under 
any bylaw, agreement, vote of stockholders or disinterested directors 
or otherwise, both as to action in that 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, 
officer, employee, agent, trustee, partner or fiduciary and shall 
inure to the benefit of the heirs, executors and administrators of 
such a person.  A right to indemnification required by the bylaws 
may be enforced by a separate action against the corporation, if 
an order for indemnification has not been entered by a court in any 
action, suit or proceeding in respect to which indemnification is 
sought.

          6.   A corporation shall have power to purchase and 
maintain insurance on behalf of any person who is or was a director, 
officer, employee or agent of the corporation, or is or was serving 
at the request of the corporation as a director, officer, trustee, 
partner, fiduciary, employee or agent of another corporation, 
partnership, joint venture, trust, pension or other employee benefit 
plan or other enterprise against any liability asserted against that 
person and incurred by that person in any such capacity, or arising 
out of that person's status as such, whether or not the corporation 
would have the power to indemnify that person against such liability 
under this section.

          7.   For purposes of this section, references to the
 "corporation" shall include, in addition to the surviving corporation 
or new corporation, any participating corporation in a consolidation 
or merger.

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

     Article XIV of the Company's Bylaws, which provides for the
indemnification of directors, officers and employees, is incorporated 
herein by reference to pages 4 through 6 of Exhibit 3.2 to Consumers 
Water Company's Annual Report on Form 10-K for the year ended December 
31, 1993.

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

     The Company has entered into an Indemnification Agreement with 
each person who is a current member of the board of directors or a 
current executive officer of the Company, pursuant to which the 
Company agrees to hold harmless and indemnify such person to the 
full extent authorized or permitted by Maine law.  The form of 
Indemnification Agreement entered into with each such person is 
incorporated by reference to Exhibit 10.8 to Consumers Water 
Company's Quarterly Report on Form 10-Q for the quarter ended June 
30, 1994.

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

     The Company has purchased and maintains insurance on behalf 
of any person who is or was a director or officer against any loss 
arising from any claim asserted against him and incurred by him 
in any such capacity, subject to certain exclusions.

Item 18.  Exhibits
-------------------
     The following Exhibits are submitted in response to this item:

4.1       Conformed Copy of Restated Articles of Incorporation 
            of Consumers Water Company, as amended, incorporated by 
            reference to Exhibit 4.1.6 to Consumers Water Company's
            Registration Statement on Form S-2, Registration No. 
            33-41113, filed with the Securities and Exchange 
            Commission on June 11, 1991.

4.2       Bylaws of Consumers Water Company, as amended March 
            2, 1994, incorporated by reference to Exhibit 3.2 to 
            Consumers Water Company's Annual Report on Form 10-K 
            for the year ended December 31, 1993.

4.3       Conformed Copy of the Consumers Water Company Employees 
            401(k) Savings Plan and Trust, as amended, is submitted 
            herewith as Exhibit 4.3

5.1       Opinion of Drummond Woodsum & MacMahon as to legality 
            of the shares registered is submitted herewith as 
            Exhibit 5.1.

5.2       Conformed Copy of determination letter from Internal 
            Revenue Service as to qualification of the Consumers 
            Water Company 401(k) Plan and Trust, dated May 3, 1995, 
            is submitted herewith as Exhibit 5.2.

23.1      The Consent of Arthur Andersen LLP, Consumers Water 
            Company's auditors, is submitted herewith as Exhibit 
            23.1.

23.2      The Consent of Drummond Woodsum & MacMahon, counsel 
            to the Company, is included in their opinion submitted 
            herewith as Exhibit 5.1.

24        Powers of attorney are included as part of the 
            signature page.

Item 19.  Undertakings
----------------------
     (a)  The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or 
sales are being made, a post-effective amendment to this 
registration statement:

               (i)  To include any prospectus required by 
section 10(a)(3) of the Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or 
events arising after the effective date of the registration 
statement (or the most recent post-effective amendment thereof) 
which, individually or in the aggregate, represent a fundamental 
change in the information set forth in the registration statement. 
Notwithstanding the foregoing, any increase or decrease in volume 
of securities offered (if the total dollar value of the 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 the prospectus filed with the 
Commission pursuant to Rule 424(b) (Section 230.424(b) of this chapter) if, 
in the aggregate, the changes in volume and price represent no more 
than a 20% change in the maximum aggregate price set forth in the 
"Calculation of Registration Fee" table in the effective 
registration statement;

              (iii) To include any material information with 
respect to the plan of distribution not previously disclosed in 
the registration statement or any material change to such 
information in the registration statement;

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 
do not apply if the registration statement is on Form S-3, Form S-8 
or Form F-3, and the information required to be included in a 
post-effective amendment by those paragraphs is contained in 
periodic reports filed by the registrant pursuant to section 13 
or section 15(d) of the Securities Exchange Act of 1934 that are 
incorporated by reference in the registration statement.

          (2)  That, for the purpose of determining any liability 
under the Securities Act of 1933, each such post-effective amendment 
shall be deemed to be a new registration statement relating to the 
securities offered therein, and the offering of such securities at 
that time shall be deemed to be the initial bona fide offering 
thereof.

          (3)  To remove from registration by means of a 
post-effective amendment any of the securities being registered 
which remain unsold at the termination of the offering.

          (4)  If the registrant is a foreign private issuer, 
to file a post-effective amendment to the registration statement 
to include any financial statements required by Rule 3-19 of 
Regulation S-X at the start of any delayed offering or throughout 
a continuous offering.  Financial statements and information 
otherwise required by Section 10(a)(3) of the Act need not be 
furnished, provided that the registrant includes in the prospectus, 
by means of a post-effective amendment, financial statements 
required pursuant to this paragraph (a)(4) and other information 
necessary to ensure that all other information in the prospectus is 
at least as current as the date of those financial statements. 
Notwithstanding the foregoing, with respect to registration 
statements on Form F-3, a post-effective amendment need not be 
filed to include financial statements and information required 
by Section 10(3)(a) of the Act or Rule 3-19 or Regulation S-X 
if such financial statements and information are contained in 
periodic reports filed with or furnished to the Commission 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 Form F-3. 

     (b)  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)  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.

                                   SIGNATURES
                                   ----------

     THE COMPANY.  Pursuant to the requirements of the Securities Act of 
1933, Consumers Water 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 to be signed on its 
behalf by the undersigned, thereunto duly authorized, in the City of 
Portland and State of Maine on the 15th day of January, 1997.

                                   Consumers Water Company
                                   (as issuer and employer)

                                   By:/s/ Peter L. Haynes         
                                          ----------------------
                                      Peter L. Haynes
                                      President

                              POWER OF ATTORNEY
                               ----------------

     We, the undersigned, officers and directors of Consumers 
Water Company, hereby authorize and direct Peter L. Haynes, Keith 
C. Jones, or either of them acting singly, as Attorney-in-Fact, to 
execute in the name and on behalf of each of the undersigned persons, 
and in the respective capacities indicated below, any amendment or 
amendments to this Registration Statement of Consumers Water Company 
under the Securities Act of 1933, as amended, and to file the same, 
with all exhibits thereto, and other documents in connection therewith, 
with the Securities and Exchange Commission.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons 
in the capacities and on the dates indicated.

Signature                          Title                     Date
---------                          -----                     ----

/s/ Peter L. Haynes           President and Director         1/15/97
-------------------                                          --------
Peter L. Haynes               (Principal Executive 
                               Officer)

/s/ John F. Isacke            Senior Vice President          1/15/97
------------------                                           -------- 
John F. Isacke                (Principal Financial
                               Officer)

/s/ Gary E. Wardwell          Controller                     1/15/97
-------------------                                          --------
Gary E. Wardwell              (Principal Accounting 
                               Officer)

/s/ David R. Hastings, II     Director                       1/15/97
-------------------------                                    --------
David R. Hastings, II

/s/ Jack S. Ketchum           Director                       1/15/97
-------------------------                                    --------
Jack S. Ketchum

/s/ John E. Menario           Director                       1/15/97
-------------------------                                    --------
John E. Menario

/s/ John E. Palmer, Jr.       Director                       1/15/97
-------------------------                                    -------- 
John E. Palmer, Jr.

/s/ Jane E. Newman            Director                       1/15/97
-------------------------                                    --------
Jane E. Newman 

/s/ Elaine D. Rosen           Director                       1/15/97
-------------------------                                    --------
Elaine D. Rosen

/s/ William B. Russell        Director                       1/15/97
-------------------------                                    --------
William B. Russell

/s/ John H. Schiavi           Director                       1/15/97
-------------------------                                    --------
John H. Schiavi

     THE PLAN.  Pursuant to the requirements of the Securities Act 
of 1933, the trustees (or other persons who administer the Plan) 
have duly caused this registration statement to be signed on its 
behalf by the undersigned, thereunto duly authorized, in the City 
of Portland, State of Maine on the 15th day of January, 1997.

                                                                        
                                             Consumers Water Company
                                                   Employees 401(k)          
                                             Savings Plan and Trust

                                             By /s/ William B. Russell  
                                              --------------------------

                                              William B. Russell, Chairman
                                              Consumers Water Company
                                              Retirement Committee

EXHIBIT INDEX
--------------

                                                               
                                                               
Exhibit                                                        
-------                                                        

4.1  Conformed Copy of Restated Articles of
     Incorporation of Consumers Water Company, as
     amended, incorporated by reference to Exhibit
     4.1.6 to Consumers Water Company's Registration
     Statement on Form S-2, Registration No. 33-
     41113, filed with the Securities and Exchange
     Commission on June 11, 1991.

4.2  Bylaws of Consumers Water Company, as amended
     March 2, 1994, incorporated by reference to
     Exhibit 3.2 to Consumers Water Company's Annual
     Report on Form 10-K for the year ended December
     31, 1993.

4.3  Conformed Copy of the Consumers Water Company
     Employees 401(k) Savings Plan and Trust, as
     amended, is submitted herewith as Exhibit 4.3

5.1  Opinion of Drummond Woodsum & MacMahon as to
     legality of the shares registered is submitted
     herewith as Exhibit 5.1.

5.2  Conformed Copy of determination letter from
     Internal Revenue Service as to qualification of
     the Consumers Water Company 401(k) Plan and
     Trust, dated May 3, 1995, is submitted herewith
     as Exhibit 5.2.

23.1 The Consent of Arthur Andersen LLP, Consumers
     Water Company's auditors, is submitted herewith
     as Exhibit 23.1.

23.2 The Consent of Drummond Woodsum & MacMahon,
     counsel to the Company, is included in their
     opinion submitted herewith as Exhibit 5.1.

24   Powers of attorney are included as part of the
     signature page.