As filed with the Securities and

                     Exchange Commission on September 18, 1998

                                                      Registration No. 333-
==============================================================================

                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549
                              __________________

                                   FORM S-8

                             REGISTRATION STATEMENT

                                     Under

                          THE SECURITIES ACT OF 1933
                              ___________________

                               Aquarion Company

             (Exact name of registrant as specified in its charter)

Delaware                                        06-0885252

(State or other jurisdiction of                 (I.R.S. Employer

 incorporation or organization)                  Identification Number) 

                                835 Main Street

                       Bridgeport, Connecticut 06604-4995

(Address, including zip code, of Registrant's principal executive offices)
                           ________________________

                                       
                     Aquarion Company Stock Incentive Plan

                           (Full Title of the Plan)
                           ________________________


                                Janet M. Hansen

        Executive Vice President, Chief Financial Officer and Treasurer

                               Aquarion Company

                                835 Main Street

                         Bridgeport, Connecticut 06604-4995

                                (203) 335-2333


(Name, address and telephone number, including area code, of agent for service)

                           ________________________

                                  Copies to:


                             Martin L. Budd, Esq.

                            Day, Berry & Howard LLP

                             One Canterbury Green

                       Stamford, Connecticut 06901-2047

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

                       CALCULATION OF REGISTRATION FEE 

<TABLE>

<CAPTION>

       Title of          Amount            Proposed       Proposed Maximum

     Securities to        to be             Maximum           Aggregate           Amount of 

     be Registered     Registered         Per Share (3)   Offering Price(3)   Registration Fee
     --------------    ----------         -------------   -----------------   ----------------

<S>                    <C>                <C>             <C>                 <C>

 Common Stock, no par     
  value (1)            300,000 shares (2)  $33.53125         $10,059,375       $2,967.52

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

(1)   This Registration Statement also pertains to Preferred Share Purchase

      Rights ("Rights") of the Registrant.  Until the occurrence of certain

      prescribed events, the Rights are not exercisable, will be evidenced by

      the certificates for the Common Stock and will be transferred along with

      and only with the Common Stock. 


(2)   In addition, pursuant to Rule 416(a), this Registration Statement also 

      covers such indeterminate number of addditional shares of Common Stock 

      and Rights as is necessary to eliminate any dilutive effect of any 

      future stock split, stock dividend or similar transaction.


(3)   Estimated solely for the purpose of calculating the registration fee in

      accordance with Rule 457(c) and (h), based on the average of the high

      and low sale prices of the Common Stock on September 16, 1998, as

      reported on the New York Stock Exchange Composite Tape.


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

</TABLE>

<PAGE>

<PAGE>

                                    PART II

              Information Required in the Registration Statement



   Pursuant to General Instruction E to Form S-8, the contents of the

Registration Statement on Form S-8, File No. 33-53473, filed by Aquarion

Company (the "Company"), are hereby incorporated herein by reference and made

a part hereof, except to the extent that such contents are modified or

superseded hereby.



Item 3.  Incorporation of Documents By Reference



   The following documents filed with the Securities and Exchange Commission

by the Company are hereby incorporated in this Registration Statement by

reference:



   (a)      The Company's Annual Report on Form 10-K for the fiscal year ended

            December 31, 1997;



   (b)      The Company's Quarterly Reports on Form 10-Q for the fiscal 

            quarters ended March 31, 1998 and June 30, 1998;



   (c)      The description of the Company's Common Stock contained in the

            Registration Statement on Form 8-A filed by the Company to

            register its Common Stock pursuant to Section 12(b) of the

            Securities Exchange Act of 1934, as amended (the "Exchange Act"),

            including any amendments or reports filed for purposes of updating 

            such description; and  



   (d)      The description of the Company's Preferred Share Purchase Rights

            contained in the Registration Statement on Form 8-A filed by the

            Company to register its Preferred Share Purchase Rights pursuant

            to Section 12(b) of the Exchange Act, including any amendments or

            reports filed for purposes of updating such description. 



   All documents filed by the Company pursuant to Sections 13(a), 13(c), 14

and 15(d) of the Exchange 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 such

documents.  Any statement contained in a document incorporated or deemed to be

incorporated by reference herein shall be deemed to be modified or superseded

for purposes of this Registration Statement to the extent that a statement

contained herein or in any other subsequently filed document which also is or

is deemed to be incorporated by reference herein modifies or supersedes such

statement.  Any such statement so modified or superseded shall not be deemed,

except as so modified or superseded, to constitute a part of this Registration

Statement.



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 Company is incorporated under the laws of the State of Delaware. 

Section 145 of the General Corporation Law of the State of Delaware (the

"DGCL") provides that a Delaware corporation may indemnify any person who is,

or is threatened to be made, a party to any threatened, pending or completed

action, suit or proceeding, whether civil, criminal, administrative or

investigative (other than an action by or in the right of such corporation) by

reason of the fact that such 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, employee or agent of another corporation

or enterprise.  The indemnity may include expenses (including attorneys'

fees), judgments, fines and amounts paid in settlement actually and reasonably

incurred by such person in connection with such action, suit or proceeding,

provided such person acted in good faith and in a manner he or she reasonably

believed to be in or not opposed to the corporation's best interests and, with

respect to any criminal action or proceeding, had no reasonable cause to

believe that his or her conduct was unlawful.  A Delaware corporation may also

indemnify any person who is, or is threatened to be made, a party to any

threatened, 

                                      -2-
<PAGE>
<PAGE>

pending or completed action or suit by or in the right of the corporation to

procure a judgment in its favor by reason of the fact that such person is or

was a director, officer, employee or agent of such corporation, or is or was

serving at the request of such corporation as a director, officer, employee or 

agent of another corporation or enterprise.  The indemnity may include

expenses (including attorneys' fees) actually and reasonably incurred by such

person in connection with the defense or settlement of such action or suit,

provided such person acted in good faith and in a manner he reasonably

believed to be in or not opposed to the corporation's best interests, except

that no indemnification is permitted without judicial approval if the officer,

director, employee or agent  is adjudged to be liable to the corporation. In

addition, Section 145(c) of the DGCL provides that when an officer or director

is successful on the merits or otherwise in the defense of any action referred

to above, the corporation must indemnify him against the expenses which such

officer or director has actually and reasonably incurred.



   The Company's Amended and Restated By-laws contain provisions requiring

indemnification of its officers and directors to the maximum extent permitted

by Delaware law and allowing such indemnification of its employees and agents

and persons serving at its request as a director, officer, employee or agent

of another entity.



   Section 145(e) of the DGCL provides that expenses (including attorney's

fees) incurred by a director or officer in defending any civil, criminal,

administrative or investigative action, suit or proceeding may be paid by the

corporation in advance of the final disposition of such action, suit or

proceeding upon receipt of an undertaking by or on behalf of such director or

officer to repay such amount if it shall ultimately be determined that such

director or officer is not entitled to be indemnified by the corporation.  The

Company s Amended and Restated By-laws provide that expenses incurred in

defending a civil or criminal action, suit or proceeding may be paid by the

Company in advance of the final disposition of such action, suit or proceeding 

as authorized by the Company s Board of Directors, upon receipt of an

undertaking by or on behalf of the director, officer, employee or agent to

repay such amount unless it shall ultimately be determined that he or she is

entitled to be indemnified by the Company.



   Section 102(b)(7) of the DGCL permits a corporation to provide in its

certificate of incorporation that a director of the corporation shall not be

personally liable to the corporation or its stockholders for monetary damages

for breach of fiduciary duties as a director, except for liability (i) for any

transaction from which the director derives an improper personal benefit, (ii)

for acts or omissions not in good faith or that involve intentional misconduct

or a knowing violation of law, (iii) for improper payment of dividends, stock

purchases or redemptions of shares, or (iv) for any breach of a director's

duty of loyalty to the company or its stockholders.  The Company's Restated

Certificate of Incorporation includes such a provision.



   The Company's Amended and Restated By-laws provide that the Board of

Directors, notwithstanding any interest of the directors in the action, may

authorize the Company to purchase and maintain insurance, in such amounts as

the Board of Directors deems appropriate, on behalf of any person who is or

was a director, officer, employee or agent of the Company or its subsidiaries,

or is or was serving at the request of the Company as a director, officer,

employee or agent of another enterprise, for liabilities incurred by him or

her in any such capacity or arising out of his or her status as such, whether

or not the Company shall have the power to indemnify such person against such

liability.



   The Company maintains an insurance policy under which its directors and 

officers are insured, within the limits and subject to the limitations of such

insurance policy, against certain liabilities which may be imposed in

connection with such persons' service as such directors or officers.



Item 7.  Exemption from Registration Claimed.



   Not applicable.



Item 8.  Exhibits.



      4.1   Restated Certificate of Incorporation of the Company (incorporated

            by reference to Exhibit 3(a) to the Company's Quarterly Report on

            Form 10-Q (File No. 1-8060) for the quarter ended March 31, 1998).



      4.2   Amended and Restated By-laws of the Company (incorporated by

            reference to Exhibit 3(b) to the Company's Quarterly Report on

            Form 10-Q (File No. 1-8060) for the quarter ended March 31, 1998).

 

      4.3   Rights Agreement, dated as of June 25, 1996, between the Company

            and ChaseMellon Shareholder Services, L.L.C., which includes the

            Form of Certificate of Designation of Series B Junior

            Participating Preferred Stock 



                                      -3-

<PAGE>
<PAGE>

as Exhibit A, the form of Right Certificate as Exhibit B and the Summary of

Rights to Purchase Shares of Preferred Stock as Exhibit C (incorporated by

reference to Exhibit 1 to the Company's Registration Statement on Form 8-A

(File No. 1-8060) dated June 26, 1996). 


      5     Opinion of Day, Berry & Howard LLP.



      23.1  Consent of PricewaterhouseCoopers LLP.



      23.2  Consent of  Day, Berry & Howard LLP (included in the opinion filed

as Exhibit 5).



      24    Power of Attorney.



      99    Aquarion Company Stock Incentive Plan.



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



Item 9.  Undertakings.



      (a)   The undersigned Registrant hereby undertakes:



            (1)   To file, during any period in which offers or sales are

      being made, a post-effective amendment to this Registration Statement:



                  (i)  To include any prospectus required by Section 10(a)(3)

            of the Securities Act of 1933, as amended (the "Securities Act");



                  (ii)  To reflect in the prospectus any facts or events

            arising after the effective date of this 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 this Registration Statement.  

            Notwithstanding the foregoing, any increase or decrease in volume

            of securities offered (if the total dollar value of securities

            offered would not exceed that which was registered) and any

            deviation from the low or high end of the estimated maximum

            offering range may be reflected in the form of prospectus filed

            with the Commission pursuant to Rule 424(b) if, in the aggregate,

            the changes in volume and price represent no more than 20 percent

            change in the maximum aggregate offering price set forth in the

            "Calculation of Registration Fee" table in the effective

            registration statement; and 



                  (iii) to include any material information with respect to

            the plan of distribution not previously disclosed in this

            Registration Statement or any material change to such information

            set forth in this Registration Statement;



      provided, however, that the undertakings set forth in paragraphs (i) and

      (ii) above do not apply if 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 Exchange Act that are incorporated by reference in this

      Registration Statement.



            (2)   That, for the purpose of determining any liability under the

      Securities Act, each such post-effective amendment shall be deemed to be

      a new registration statement relating to the securities offered therein,

      and the offering of such securities at that time shall be deemed to be

      the initial bona fide offering thereof. 


            (3)   To remove from registration by means of a post-effective

      amendment any of the securities being registered  which remain unsold at

      the termination of the offering.



      (b)   The undersigned Registrant hereby undertakes that, for purposes of

determining any liability under the Securities Act, each filing of the

Registrant s annual report pursuant to Section 13(a) or Section 15(d) of the

Exchange Act (and, where applicable, each filing of an employee benefit plan's

annual report pursuant to Section 15(d) of the Exchange Act) that is

incorporated by reference in this Registration Statement shall be deemed to be

a new registration statement relating to the securities offered herein, and

the offering of such securities at that time shall be deemed to be the initial

bona fide offering thereof.

                                      -4-
<PAGE>
<PAGE>

      (c)   Insofar as indemnification for liabilities arising under the

Securities Act may be permitted to directors, officers or 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 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 against the Registrant 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 policy

as expressed in the Securities Act and will be governed by the final

adjudication of such issue.



                                      -5-
<PAGE>
<PAGE>

                                  SIGNATURES



Pursuant to the requirements of the Securities Act of 1933, Aquarion Company

certifies that it has reasonable grounds to believe that it meets all of the

requirements of 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 Bridgeport, State of Connecticut, on this 18th day

of September, 1998.


                                                          

                                                  AQUARION COMPANY 

                                                           

                                          By: /s/JANET M. HANSEN

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

                                                   Janet M. Hansen

                                              Executive Vice President, 

                                               Chief Financial Officer 

                                                    and Treasurer



Pursuant to the requirements of the Securities Act of 1933, this Registration 

Statement has been signed by the following persons in the capacities indicated

on this 18th day of September, 1998.




             *

------------------------------      Chairman of the Board of Directors and 

  George W. Edwards, Jr.            Director


             *

------------------------------      President, Chief Executive Officer and

  Richard K. Schmidt                Director

                                    (Principal Executive Officer)

 /s/JANET M. HANSEN

------------------------------      Executive Vice President, Chief Financial 

   Janet M. Hansen                  Officer and Treasurer

                                    (Principal Financial and Accounting

                                    Officer)

            *

------------------------------     Director

   Jack E. McGregor


            *

------------------------------     Director

   Geoffrey Etherington




            *

------------------------------     Director 

   Janet D. Greenwood


            *

------------------------------     Director

   Donald M. Halsted, Jr.



            *

------------------------------     Director

   Edgar G. Hotard


                                      -6-
<PAGE>
<PAGE>


            *

------------------------------     Director

    G. Jackson Ratcliffe



            *

------------------------------     Director

   John A. Urquhart





*     By signing her name hereto, Janet M. Hansen signs this Registration

      Statement as Executive Vice President, Chief Financial Officer and

      Treasurer of the Registrant and on behalf of the persons indicated above

      pursuant to the power of attorney duly executed by such persons and

      filed herewith.



                                          /s/JANET M. HANSEN

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

                                        (Janet M. Hansen, Attorney-in-Fact)

                                      -7-
<PAGE>
<PAGE>

                                 EXHIBIT INDEX



Exhibit Number                            Description of Exhibit



    4.1        Restated Certificate of Incorporation of the Company

               (incorporated by reference to Exhibit 3(a) to the Company's

               Quarterly Report on Form 10-Q (File No. 1-8060) for the quarter

               ended March 31, 1998).



    4.2        Amended and Restated By-laws of the Company (incorporated by

               reference to Exhibit 3(b) to the Company's Quarterly Report on

               Form 10-Q (File No. 1-8060) for the quarter ended March 31,

               1998).



    4.3        Rights Agreement, dated as of June 25, 1996, between the

               Company and ChaseMellon Shareholder Services, L.L.C., which

               includes the Form of Certificate of Designation of Series B

               Junior Participating Preferred Stock as Exhibit A, the form of

               Right Certificate as Exhibit B and the Summary of Rights to

               Purchase Shares of Preferred Stock as Exhibit C (incorporated

               by reference to Exhibit 1 to the Company's Registration

               Statement on Form 8-A (File No. 1-8060) dated June 26, 1996).



    5          Opinion of Day, Berry & Howard LLP. 
 


    23.1       Consent of PricewaterhouseCoopers LLP.



    23.2       Consent of Day, Berry & Howard LLP (included in the opinion

               filed as Exhibit 5).



    24         Power of Attorney.



    99         Aquarion Company Stock Incentive Plan. 
<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 23527}]
{"company-data": {"conformed-name": "AQUARION CO", "cik": "0000049423", "assigned-sic": "4941", "irs-number": "060852232", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63705", "film-number": "98711614"}, "business-address": {"street1": "835 MAIN ST", "city": "BRIDGEPORT", "state": "CT", "zip": "06601", "phone": "2033366621"}, "mail-address": {"street1": "835 MAIN STREET", "city": "BRIDGEPORT", "state": "CT", "zip": "06601"}, "former-company": [{"former-conformed-name": "HYDRAULIC CO", "date-changed": "19910505"}, {"former-conformed-name": "BRIDGEPORT HYDRAULIC CO", "date-changed": "19700522"}]}
As filed with the Securities and

                     Exchange Commission on September 18, 1998

                                                      Registration No. 333-
==============================================================================

                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549
                              __________________

                                   FORM S-8

                             REGISTRATION STATEMENT

                                     Under

                          THE SECURITIES ACT OF 1933
                              ___________________

                               Aquarion Company

             (Exact name of registrant as specified in its charter)

Delaware                                        06-0885252

(State or other jurisdiction of                 (I.R.S. Employer

 incorporation or organization)                  Identification Number) 

                                835 Main Street

                       Bridgeport, Connecticut 06604-4995

(Address, including zip code, of Registrant's principal executive offices)
                           ________________________

                                       
                     Aquarion Company Stock Incentive Plan

                           (Full Title of the Plan)
                           ________________________

                                Janet M. Hansen

        Executive Vice President, Chief Financial Officer and Treasurer

                               Aquarion Company

                                835 Main Street

                         Bridgeport, Connecticut 06604-4995

                                (203) 335-2333

(Name, address and telephone number, including area code, of agent for service)

                           ________________________

                                  Copies to:

                             Martin L. Budd, Esq.

                            Day, Berry & Howard LLP

                             One Canterbury Green

                       Stamford, Connecticut 06901-2047

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

                       CALCULATION OF REGISTRATION FEE
Title of          Amount            Proposed       Proposed Maximum

     Securities to        to be             Maximum           Aggregate           Amount of 

     be Registered     Registered         Per Share (3)   Offering Price(3)   Registration Fee
     --------------    ----------         -------------   -----------------   ----------------
Common Stock, no par     
  value (1)            300,000 shares (2)  $33.53125         $10,059,375       $2,967.52

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

(1)   This Registration Statement also pertains to Preferred Share Purchase

      Rights ("Rights") of the Registrant.  Until the occurrence of certain

      prescribed events, the Rights are not exercisable, will be evidenced by

      the certificates for the Common Stock and will be transferred along with

      and only with the Common Stock. 

(2)   In addition, pursuant to Rule 416(a), this Registration Statement also 

      covers such indeterminate number of addditional shares of Common Stock 

      and Rights as is necessary to eliminate any dilutive effect of any 

      future stock split, stock dividend or similar transaction.

(3)   Estimated solely for the purpose of calculating the registration fee in

      accordance with Rule 457(c) and (h), based on the average of the high

      and low sale prices of the Common Stock on September 16, 1998, as

      reported on the New York Stock Exchange Composite Tape.

======================================================================================================
PART II

              Information Required in the Registration Statement

   Pursuant to General Instruction E to Form S-8, the contents of the

Registration Statement on Form S-8, File No. 33-53473, filed by Aquarion

Company (the "Company"), are hereby incorporated herein by reference and made

a part hereof, except to the extent that such contents are modified or

superseded hereby.

Item 3.  Incorporation of Documents By Reference

   The following documents filed with the Securities and Exchange Commission

by the Company are hereby incorporated in this Registration Statement by

reference:

   (a)      The Company's Annual Report on Form 10-K for the fiscal year ended

            December 31, 1997;

   (b)      The Company's Quarterly Reports on Form 10-Q for the fiscal 

            quarters ended March 31, 1998 and June 30, 1998;

   (c)      The description of the Company's Common Stock contained in the

            Registration Statement on Form 8-A filed by the Company to

            register its Common Stock pursuant to Section 12(b) of the

            Securities Exchange Act of 1934, as amended (the "Exchange Act"),

            including any amendments or reports filed for purposes of updating 

            such description; and  

   (d)      The description of the Company's Preferred Share Purchase Rights

            contained in the Registration Statement on Form 8-A filed by the

            Company to register its Preferred Share Purchase Rights pursuant

            to Section 12(b) of the Exchange Act, including any amendments or

            reports filed for purposes of updating such description. 

   All documents filed by the Company pursuant to Sections 13(a), 13(c), 14

and 15(d) of the Exchange 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 such

documents.  Any statement contained in a document incorporated or deemed to be

incorporated by reference herein shall be deemed to be modified or superseded

for purposes of this Registration Statement to the extent that a statement

contained herein or in any other subsequently filed document which also is or

is deemed to be incorporated by reference herein modifies or supersedes such

statement.  Any such statement so modified or superseded shall not be deemed,

except as so modified or superseded, to constitute a part of this Registration

Statement.

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 Company is incorporated under the laws of the State of Delaware. 

Section 145 of the General Corporation Law of the State of Delaware (the

"DGCL") provides that a Delaware corporation may indemnify any person who is,

or is threatened to be made, a party to any threatened, pending or completed

action, suit or proceeding, whether civil, criminal, administrative or

investigative (other than an action by or in the right of such corporation) by

reason of the fact that such 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, employee or agent of another corporation

or enterprise.  The indemnity may include expenses (including attorneys'

fees), judgments, fines and amounts paid in settlement actually and reasonably

incurred by such person in connection with such action, suit or proceeding,

provided such person acted in good faith and in a manner he or she reasonably

believed to be in or not opposed to the corporation's best interests and, with

respect to any criminal action or proceeding, had no reasonable cause to

believe that his or her conduct was unlawful.  A Delaware corporation may also

indemnify any person who is, or is threatened to be made, a party to any

threatened, 

                                      -2-
pending or completed action or suit by or in the right of the corporation to

procure a judgment in its favor by reason of the fact that such person is or

was a director, officer, employee or agent of such corporation, or is or was

serving at the request of such corporation as a director, officer, employee or 

agent of another corporation or enterprise.  The indemnity may include

expenses (including attorneys' fees) actually and reasonably incurred by such

person in connection with the defense or settlement of such action or suit,

provided such person acted in good faith and in a manner he reasonably

believed to be in or not opposed to the corporation's best interests, except

that no indemnification is permitted without judicial approval if the officer,

director, employee or agent  is adjudged to be liable to the corporation. In

addition, Section 145(c) of the DGCL provides that when an officer or director

is successful on the merits or otherwise in the defense of any action referred

to above, the corporation must indemnify him against the expenses which such

officer or director has actually and reasonably incurred.

   The Company's Amended and Restated By-laws contain provisions requiring

indemnification of its officers and directors to the maximum extent permitted

by Delaware law and allowing such indemnification of its employees and agents

and persons serving at its request as a director, officer, employee or agent

of another entity.

   Section 145(e) of the DGCL provides that expenses (including attorney's

fees) incurred by a director or officer in defending any civil, criminal,

administrative or investigative action, suit or proceeding may be paid by the

corporation in advance of the final disposition of such action, suit or

proceeding upon receipt of an undertaking by or on behalf of such director or

officer to repay such amount if it shall ultimately be determined that such

director or officer is not entitled to be indemnified by the corporation.  The

Company s Amended and Restated By-laws provide that expenses incurred in

defending a civil or criminal action, suit or proceeding may be paid by the

Company in advance of the final disposition of such action, suit or proceeding 

as authorized by the Company s Board of Directors, upon receipt of an

undertaking by or on behalf of the director, officer, employee or agent to

repay such amount unless it shall ultimately be determined that he or she is

entitled to be indemnified by the Company.

   Section 102(b)(7) of the DGCL permits a corporation to provide in its

certificate of incorporation that a director of the corporation shall not be

personally liable to the corporation or its stockholders for monetary damages

for breach of fiduciary duties as a director, except for liability (i) for any

transaction from which the director derives an improper personal benefit, (ii)

for acts or omissions not in good faith or that involve intentional misconduct

or a knowing violation of law, (iii) for improper payment of dividends, stock

purchases or redemptions of shares, or (iv) for any breach of a director's

duty of loyalty to the company or its stockholders.  The Company's Restated

Certificate of Incorporation includes such a provision.

   The Company's Amended and Restated By-laws provide that the Board of

Directors, notwithstanding any interest of the directors in the action, may

authorize the Company to purchase and maintain insurance, in such amounts as

the Board of Directors deems appropriate, on behalf of any person who is or

was a director, officer, employee or agent of the Company or its subsidiaries,

or is or was serving at the request of the Company as a director, officer,

employee or agent of another enterprise, for liabilities incurred by him or

her in any such capacity or arising out of his or her status as such, whether

or not the Company shall have the power to indemnify such person against such

liability.

   The Company maintains an insurance policy under which its directors and 

officers are insured, within the limits and subject to the limitations of such

insurance policy, against certain liabilities which may be imposed in

connection with such persons' service as such directors or officers.

Item 7.  Exemption from Registration Claimed.

   Not applicable.

Item 8.  Exhibits.

      4.1   Restated Certificate of Incorporation of the Company (incorporated

            by reference to Exhibit 3(a) to the Company's Quarterly Report on

            Form 10-Q (File No. 1-8060) for the quarter ended March 31, 1998).

      4.2   Amended and Restated By-laws of the Company (incorporated by

            reference to Exhibit 3(b) to the Company's Quarterly Report on

            Form 10-Q (File No. 1-8060) for the quarter ended March 31, 1998).

 

      4.3   Rights Agreement, dated as of June 25, 1996, between the Company

            and ChaseMellon Shareholder Services, L.L.C., which includes the

            Form of Certificate of Designation of Series B Junior

            Participating Preferred Stock 

                                      -3-
as Exhibit A, the form of Right Certificate as Exhibit B and the Summary of

Rights to Purchase Shares of Preferred Stock as Exhibit C (incorporated by

reference to Exhibit 1 to the Company's Registration Statement on Form 8-A

(File No. 1-8060) dated June 26, 1996). 

      5     Opinion of Day, Berry & Howard LLP.

      23.1  Consent of PricewaterhouseCoopers LLP.

      23.2  Consent of  Day, Berry & Howard LLP (included in the opinion filed

as Exhibit 5).

      24    Power of Attorney.

      99    Aquarion Company Stock Incentive Plan.

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

Item 9.  Undertakings.

      (a)   The undersigned Registrant hereby undertakes:

            (1)   To file, during any period in which offers or sales are

      being made, a post-effective amendment to this Registration Statement:

                  (i)  To include any prospectus required by Section 10(a)(3)

            of the Securities Act of 1933, as amended (the "Securities Act");

                  (ii)  To reflect in the prospectus any facts or events

            arising after the effective date of this 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 this Registration Statement.  

            Notwithstanding the foregoing, any increase or decrease in volume

            of securities offered (if the total dollar value of securities

            offered would not exceed that which was registered) and any

            deviation from the low or high end of the estimated maximum

            offering range may be reflected in the form of prospectus filed

            with the Commission pursuant to Rule 424(b) if, in the aggregate,

            the changes in volume and price represent no more than 20 percent

            change in the maximum aggregate offering price set forth in the

            "Calculation of Registration Fee" table in the effective

            registration statement; and 

                  (iii) to include any material information with respect to

            the plan of distribution not previously disclosed in this

            Registration Statement or any material change to such information

            set forth in this Registration Statement;

      provided, however, that the undertakings set forth in paragraphs (i) and

      (ii) above do not apply if 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 Exchange Act that are incorporated by reference in this

      Registration Statement.

            (2)   That, for the purpose of determining any liability under the

      Securities Act, each such post-effective amendment shall be deemed to be

      a new registration statement relating to the securities offered therein,

      and the offering of such securities at that time shall be deemed to be

      the initial bona fide offering thereof. 

            (3)   To remove from registration by means of a post-effective

      amendment any of the securities being registered  which remain unsold at

      the termination of the offering.

      (b)   The undersigned Registrant hereby undertakes that, for purposes of

determining any liability under the Securities Act, each filing of the

Registrant s annual report pursuant to Section 13(a) or Section 15(d) of the

Exchange Act (and, where applicable, each filing of an employee benefit plan's

annual report pursuant to Section 15(d) of the Exchange Act) that is

incorporated by reference in this Registration Statement shall be deemed to be

a new registration statement relating to the securities offered herein, and

the offering of such securities at that time shall be deemed to be the initial

bona fide offering thereof.

                                      -4-
(c)   Insofar as indemnification for liabilities arising under the

Securities Act may be permitted to directors, officers or 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 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 against the Registrant 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 policy

as expressed in the Securities Act and will be governed by the final

adjudication of such issue.

                                      -5-
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Aquarion Company

certifies that it has reasonable grounds to believe that it meets all of the

requirements of 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 Bridgeport, State of Connecticut, on this 18th day

of September, 1998.

                                                          

                                                  AQUARION COMPANY 

                                                           

                                          By: /s/JANET M. HANSEN

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

                                                   Janet M. Hansen

                                              Executive Vice President, 

                                               Chief Financial Officer 

                                                    and Treasurer

Pursuant to the requirements of the Securities Act of 1933, this Registration 

Statement has been signed by the following persons in the capacities indicated

on this 18th day of September, 1998.

             *

------------------------------      Chairman of the Board of Directors and 

  George W. Edwards, Jr.            Director

             *

------------------------------      President, Chief Executive Officer and

  Richard K. Schmidt                Director

                                    (Principal Executive Officer)

 /s/JANET M. HANSEN

------------------------------      Executive Vice President, Chief Financial 

   Janet M. Hansen                  Officer and Treasurer

                                    (Principal Financial and Accounting

                                    Officer)

            *

------------------------------     Director

   Jack E. McGregor

            *

------------------------------     Director

   Geoffrey Etherington

            *

------------------------------     Director 

   Janet D. Greenwood

            *

------------------------------     Director

   Donald M. Halsted, Jr.

            *

------------------------------     Director

   Edgar G. Hotard

                                      -6-
*

------------------------------     Director

    G. Jackson Ratcliffe

            *

------------------------------     Director

   John A. Urquhart

*     By signing her name hereto, Janet M. Hansen signs this Registration

      Statement as Executive Vice President, Chief Financial Officer and

      Treasurer of the Registrant and on behalf of the persons indicated above

      pursuant to the power of attorney duly executed by such persons and

      filed herewith.

                                          /s/JANET M. HANSEN

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

                                        (Janet M. Hansen, Attorney-in-Fact)

                                      -7-
EXHIBIT INDEX

Exhibit Number                            Description of Exhibit

    4.1        Restated Certificate of Incorporation of the Company

               (incorporated by reference to Exhibit 3(a) to the Company's

               Quarterly Report on Form 10-Q (File No. 1-8060) for the quarter

               ended March 31, 1998).

    4.2        Amended and Restated By-laws of the Company (incorporated by

               reference to Exhibit 3(b) to the Company's Quarterly Report on

               Form 10-Q (File No. 1-8060) for the quarter ended March 31,

               1998).

    4.3        Rights Agreement, dated as of June 25, 1996, between the

               Company and ChaseMellon Shareholder Services, L.L.C., which

               includes the Form of Certificate of Designation of Series B

               Junior Participating Preferred Stock as Exhibit A, the form of

               Right Certificate as Exhibit B and the Summary of Rights to

               Purchase Shares of Preferred Stock as Exhibit C (incorporated

               by reference to Exhibit 1 to the Company's Registration

               Statement on Form 8-A (File No. 1-8060) dated June 26, 1996).

    5          Opinion of Day, Berry & Howard LLP. 
 

    23.1       Consent of PricewaterhouseCoopers LLP.

    23.2       Consent of Day, Berry & Howard LLP (included in the opinion

               filed as Exhibit 5).

    24         Power of Attorney.

    99         Aquarion Company Stock Incentive Plan.