As filed with the Securities and Exchange Commission on January 12, 2000
                                              Registration No. 333-______


                   SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C.  20549

                          ____________________

                                FORM S-8


                         REGISTRATION STATEMENT
                                  UNDER
                       THE SECURITIES ACT OF 1933
                          ____________________

                     CONNECTICUT WATER SERVICE, INC.
         (Exact name of registrant as specified in its charter)


     Connecticut                             06-0739839
     (State or other jurisdiction of              I.R.S. Employer
     incorporation or organization)          Identification No.)

                           93 West Main Street
                       Clinton, Connecticut  06413
          (Address of principal executive offices)  (Zip Code)
                           ___________________


                     CONNECTICUT WATER SERVICE, INC.
                        PERFORMANCE STOCK PROGRAM
                        (Full title of the plan)

                          ____________________

                             David C. Benoit
                 Vice President - Finance and Accounting
                     Connecticut Water Service, Inc.
                           93 West Main Street
                       Clinton, Connecticut  06413
                 (Name and address of agent for service)

                             (860) 669-8636
      (Telephone number, including area code, of agent for service)
                        _________________________

                     CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
Title of   Amount to  Proposed maximum offering   Proposed   Amount of
securities be         price per share (2)         maximum    registration
to be      registered                             aggregate  fee
registered                                        offering
                                                  price (2)
<S>        <C>        <C>                         <C>        <C>
Common     250,000    $30.875                     $7,718,750 $2,145.82
Stock,     shares(3)
without
par
value(1)
</TABLE>
 (1)  This Registration Statement also pertains to Preference Share
      Purchase Rights ("Rights") of the Registrant.  Until the occurrence
      of certain prescribed events, the Rights are not exercisable, will
      be evidenced by the certificates for the Common Stock and will be
      transferred along with and only with the Common Stock.
 (2)  In addition, pursuant to Rule 416(a), this Registration Statement
      also covers such indeterminate number of additional shares of Common
      Stock and Rights as is necessary to eliminate any dilutive effect of
      any future stock split, stock dividend or similar transaction.
 (3)  Estimated solely for purposes of calculating the registration fee in
      accordance with Rule 457 under the Securities Act of 1933.
<PAGE>
                                 PART II
           Information Required in the Registration Statement

     This Registration Statement relates to 250,000 additional shares of
common stock, without par value, of Connecticut Water Service, Inc. (the
"Company") to be issued pursuant to awards and options granted under the
Connecticut Water Service, Inc. Performance Stock Program to eligible
employees of the Company or its subsidiaries, including certain employees
who are Directors of the Company.  Pursuant to General Instruction E to
Form S-8, the contents of the Registration Statement on Form S-8,
File No. 33-49058, filed by 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 by the Company with the Securities and
Exchange Commission are incorporated herein by reference:

     (a)  The Company's Annual Report on Form 10-K for the fiscal year
          ended December 31, 1998, filed pursuant to Sections 13(a) or
          15(d) of the Securities Exchange Act of 1934, as amended (the
          "1934 Act");

     (b)  The Company's quarterly reports on Form 10-Q for the quarters
          ended March 31, 1999, June 30, 1999 and September 30, 1999;

     (c)  All other reports filed pursuant to Section 13(a) or 15(d) of
          the 1934 Act since the end of the fiscal year covered by the
          document referred to in (a) above;

     (d)  The description of the Company's Common Stock which is
          contained in its registration statement filed under the 1934
          Act, and any amendment or report filed under the 1934 Act for
          the purpose of updating such description; and

     (e)  The description of the Company's Preference Share Purchase
          rights contained in the Registration Statement on Form 8-A
          filed by the Company to register its Preference Share Purchase
          Rights pursuant to Section 12(g) of the 1934 Act, including any
          amendments or reports filed for purposes of updating such
          description.

     All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all shares of Common Stock
offered hereby have been sold or which deregisters all shares of Common
Stock remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such
documents.  Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that
a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

     Certain information contained in this Registration Statement
summarizes, is based upon, or refers to, information contained in one or
more exhibits to this Registration Statement.  Accordingly, the
information contained herein is qualified in its entirety by reference to
such documents and should be read in conjunction therewith.

Item 4. Description of Securities

     Not applicable.

Item 5.  Interests of Named Experts and Counsel

     The validity of the securities registered hereby is being passed
upon for the Company by Day, Berry & Howard LLP, CityPlace, Hartford,
Connecticut  06103-3499.  Michael F. Halloran, a partner in the law firm
of Day, Berry & Howard LLP, is Assistant Secretary of the Company.

Item. 6.  Indemnification of Directors and Officers

     Article Seven of the Company's Amended and Restated Certificate of
Incorporation provides that the Company shall, to the extent permitted by
law, indemnify its Directors from and against any and all liabilities,
expenses and other matters referred to in or covered by the Connecticut
Business Corporation Act (the "CBCA").  In addition, the Company's
Amended and Restated Certificate of Incorporation provides that the
Company shall indemnify each officer of the Company who is not a
director, or who is a director but is made a party to a proceeding in his
or her capacity solely as an officer, to the same extent as the Company
is permitted to provide the same to a director.

     Section 33-771 of the CBCA provides that a corporation may indemnify
an individual who is a party to a proceeding because he or she is a
director of the corporation against liability incurred in the proceeding
if such individual acted in good faith and reasonably believed, in the
case of conduct in his or her official capacity, that his or her conduct
was in the best interests of the corporation, and, in all other cases,
that his or her conduct was at least not opposed to the best interests of
the corporation.  For indemnification in the case of any criminal
proceeding, a director must have had no reasonable cause to believe his
or her conduct was unlawful.

     The termination of a proceeding by judgment, order, settlement or
conviction or upon a plea of nolo contendere or its equivalent is not, of
itself, determinative that a director did not meet the relevant standard
of conduct described in Section 33-771 of the CBCA.  Unless ordered by a
court, a corporation may not indemnify a director under Section 33-771 of
the CBCA in connection with a proceeding by or in the right of the
corporation, except for reasonable expenses incurred in connection with
the proceeding if it is determined that the director has met the relevant
standard of conduct under Section 33-771 of the CBCA, or in connection
with any proceeding with respect to conduct for which the director was
found liable on the basis that he or she received a financial benefit to
which he or she was not entitled, whether or not involving action in his
or her official capacity.

     Section 33-772 of the CBCA requires a corporation to indemnify a
director who was wholly successful, on the merits or otherwise, in the
defense of any proceeding to which such director was a party because he
or she was a director of the corporation against reasonable expenses
incurred in connection with the proceeding.

     Section 33-773 of the CBCA provides that a corporation may advance
funds to pay for or reimburse the reasonable expenses incurred by a
director who is a party to a proceeding because he or she is a director,
and the Company's Amended and Restated Certificate of Incorporation does
so provide.  The director is required to deliver to the corporation a
written affirmation of his or her good faith belief that he or she has
met the relevant standard of conduct described in Section 33-771 of the
CBCA, or that the proceeding involves conduct for which liability has
been limited under a provision of the corporation's certificate of
incorporation, together with a written undertaking to repay any funds
advanced if such director is not entitled to mandatory indemnification
and it is ultimately determined that he or she has not met the relevant
standard of conduct.

     Article Six of the Amended and Restated Certificate of
Incorporation, as amended, of the Company includes provisions which have
the purpose of limiting the personal liability of the Company's Directors
to the Company or its shareholders of monetary damages for breach of duty
as a Director to the full extent permissible under Connecticut law.  Such
monetary damages are limited to the amount of compensation received by
the Director for serving the Company during the year of the alleged
breach of the Director's duties.  The limitation does not apply, however,
where the breach (i) involved a knowing and culpable violation of law by
the Director; (ii) enabled a Director or an "associate" (generally a
related corporation or trust or a relative) to receive an improper
personal economic gain; (iii) showed a lack of good faith and a conscious
disregard for the Director's duty to the Company under circumstances in
which the Director was aware that his or her conduct or omission created
an unjustifiable risk of serious injury to the Company; (iv) constituted
a sustained and unexcused pattern of inattention that amounted to the
abdication of the Director's duty to the Company; or (v) create liability
under Section 33-757 of the CBCA.

     The Company has purchased an insurance policy covering the possible
liability of its officers and employees, as well as Directors and former
Directors for any losses or liability they might incur in their positions
as administrators of the Connecticut Water Company Employees' Retirement
Plan and Trust.  The policy has an aggregate annual liability limit of
$2,000,000.

     The Company also maintains directors and officers liability
insurance.

Item 7.

     Not applicable.

Item 8.  Exhibits

Exhibit No.                   Description

4.1  Certificate of Incorporation of Connecticut Water Service, Inc., as
     amended and restated as of April, 1998 (incorporated by reference to
     Exhibit 3.1 to the Company's Annual Report on Form 10-K for the year
     ended December 31, 1998).

4.2  Bylaws, as amended, of Connecticut Water Service, Inc.

4.3  Connecticut Water Service, Inc. Amended and Restated Performance
     Stock Program (incorporated by reference to Exhibit A to the
     Company's Proxy Statemend dated March 17, 1999 for the Annual
     Meeting of Shareholders held on April 23, 1999).

4.4  Rights Agreement, dated as of August 12, 1998, between Connecticut
     Water Service, Inc. and State Street Bank and Trust Company, which
     includes the form of the Certificate of Amendment of Certificate of
     Incorporation with respect to Series A Junior Participating
     Preference Stock as Exhibit A, the form of Right Certificate as
     Exhibit B and the Summary of Rights to Purchase Shares of Preference
     Stock as Exhibit C (incorporated by reference to Exhibit 1 to the
     Company's Registration Statement on Form 8-A filed with the
     Commission on September 25, 1998).

5    Opinion of Day, Berry & Howard LLP.

23.1 Consent of Day, Berry & Howard LLP (included in the opinion filed as
     Exhibit 5).

23.2 Consent of Arthur Andersen LLP.

24   Power of Attorney (See Page II-1).



Item 9. Undertakings

A.   Undertaking to Update Annually.

     The undersigned registrant hereby undertakes:

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

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

          (ii) To reflect in the Prospectus any facts or events arising
               after the effective date of the Registration Statement (or
               the most recent post-effective amendment thereof) which,
               individually or in the aggregate, represent a fundamental
               change in the information set forth in the Registration
               Statement;)

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

provided, however, that paragraph (A)(1)(i) and (A)(1)(ii) do not apply
if the Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or 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.

 B.  Undertaking With Respect to Incorporating Subsequent Exchange Act
     Documents By Reference.

     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

 C.  Undertaking With Respect to Indemnification of Directors, Officers
     or Controlling Persons.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection
with the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.

<PAGE>
                               SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Hartford,
State of Connecticut, on January 12, 2000.



                                CONNECTICUT WATER SERVICE, INC.




                                By:    /s/Marshall T. Chiaraluce
                                Name:  Marshall T. Chiaraluce
                                Title:   Chairman, President and
                                         Chief Executive Officer


     Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.  Each person whose
signature appears below hereby constitutes Marshall T. Chiaraluce, David
C. Benoit, Michele G. DiAcri and Michael F. Halloran, and each of them
singly, such person's true and lawful attorneys, with full power to them
and each of them to sign for such person and in such person's name and
capacity indicated below any and all amendments to this Registration
Statement, hereby ratifying and confirming such person's signature as it
may be signed by said attorneys to any and all such amendments.


<TABLE>
<CAPTION>
SIGNATURE                 TITLE                                      DATE
<S>                       <C>                                        <C>

/s/Marshall T. Chiaraluce Chairman, President and Chief Executive    January 12, 2000
Marshall T. Chiaraluce    Officer (Principal Executive Officer)


/s/David C. Benoit        Vice President - Finance and Accounting;   January 12, 2000
David C. Benoit           Treasurer (Chief Financial and Accounting
                          Officer

/s/Harold E. Bigler, Jr.  Director                                   January 12, 2000
Harold E. Bigler, Jr.

/s/Ronald D. Lengyel      Director                                   January 12, 2000
Ronald D. Lengyel

/s/Marcia L. Hincks       Director                                   January 12, 2000
Marcia L. Hincks

/s/Rudolph Luginbuhl      Director                                   January 12, 2000
Rudolph Luginbuhl

/s/Harvey G. Moger        Director                                   January 12, 2000
Harvey G. Moger

/s/Robert F. Neal         Director                                   January 12, 2000
Robert F. Neal

/s/Donald B. Wilbur       Director                                   January 12, 2000
Donald B. Wilbur

/s/Arthur C. Reeds        Director                                   January 12, 2000
Arthur C. Reeds

</TABLE>
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{"company-data": {"conformed-name": "CONNECTICUT WATER SERVICE INC / CT", "cik": "0000276209", "assigned-sic": "4941", "irs-number": "060739839", "state-of-incorporation": "CT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-94525", "film-number": "506238"}, "business-address": {"street1": "93 W MAIN ST", "city": "CLINTON", "state": "CT", "zip": "06413", "phone": "8606698630"}, "mail-address": {"street1": "93 WEST MAIN ST", "city": "CLINTON", "state": "CT", "zip": "06413"}}
As filed with the Securities and Exchange Commission on January 12, 2000
                                              Registration No. 333-______

                   SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C.  20549

                          ____________________

                                FORM S-8

                         REGISTRATION STATEMENT
                                  UNDER
                       THE SECURITIES ACT OF 1933
                          ____________________

                     CONNECTICUT WATER SERVICE, INC.
         (Exact name of registrant as specified in its charter)

     Connecticut                             06-0739839
     (State or other jurisdiction of              I.R.S. Employer
     incorporation or organization)          Identification No.)

                           93 West Main Street
                       Clinton, Connecticut  06413
          (Address of principal executive offices)  (Zip Code)
                           ___________________

                     CONNECTICUT WATER SERVICE, INC.
                        PERFORMANCE STOCK PROGRAM
                        (Full title of the plan)

                          ____________________

                             David C. Benoit
                 Vice President - Finance and Accounting
                     Connecticut Water Service, Inc.
                           93 West Main Street
                       Clinton, Connecticut  06413
                 (Name and address of agent for service)

                             (860) 669-8636
      (Telephone number, including area code, of agent for service)
                        _________________________

                     CALCULATION OF REGISTRATION FEE
Title of   Amount to  Proposed maximum offering   Proposed   Amount of
securities be         price per share (2)         maximum    registration
to be      registered                             aggregate  fee
registered                                        offering
                                                  price (2)
Common     250,000    $30.875                     $7,718,750 $2,145.82
Stock,     shares(3)
without
par
value(1)
(1)  This Registration Statement also pertains to Preference Share
      Purchase Rights ("Rights") of the Registrant.  Until the occurrence
      of certain prescribed events, the Rights are not exercisable, will
      be evidenced by the certificates for the Common Stock and will be
      transferred along with and only with the Common Stock.
 (2)  In addition, pursuant to Rule 416(a), this Registration Statement
      also covers such indeterminate number of additional shares of Common
      Stock and Rights as is necessary to eliminate any dilutive effect of
      any future stock split, stock dividend or similar transaction.
 (3)  Estimated solely for purposes of calculating the registration fee in
      accordance with Rule 457 under the Securities Act of 1933.
PART II
           Information Required in the Registration Statement

     This Registration Statement relates to 250,000 additional shares of
common stock, without par value, of Connecticut Water Service, Inc. (the
"Company") to be issued pursuant to awards and options granted under the
Connecticut Water Service, Inc. Performance Stock Program to eligible
employees of the Company or its subsidiaries, including certain employees
who are Directors of the Company.  Pursuant to General Instruction E to
Form S-8, the contents of the Registration Statement on Form S-8,
File No. 33-49058, filed by 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 by the Company with the Securities and
Exchange Commission are incorporated herein by reference:

     (a)  The Company's Annual Report on Form 10-K for the fiscal year
          ended December 31, 1998, filed pursuant to Sections 13(a) or
          15(d) of the Securities Exchange Act of 1934, as amended (the
          "1934 Act");

     (b)  The Company's quarterly reports on Form 10-Q for the quarters
          ended March 31, 1999, June 30, 1999 and September 30, 1999;

     (c)  All other reports filed pursuant to Section 13(a) or 15(d) of
          the 1934 Act since the end of the fiscal year covered by the
          document referred to in (a) above;

     (d)  The description of the Company's Common Stock which is
          contained in its registration statement filed under the 1934
          Act, and any amendment or report filed under the 1934 Act for
          the purpose of updating such description; and

     (e)  The description of the Company's Preference Share Purchase
          rights contained in the Registration Statement on Form 8-A
          filed by the Company to register its Preference Share Purchase
          Rights pursuant to Section 12(g) of the 1934 Act, including any
          amendments or reports filed for purposes of updating such
          description.

     All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all shares of Common Stock
offered hereby have been sold or which deregisters all shares of Common
Stock remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such
documents.  Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that
a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

     Certain information contained in this Registration Statement
summarizes, is based upon, or refers to, information contained in one or
more exhibits to this Registration Statement.  Accordingly, the
information contained herein is qualified in its entirety by reference to
such documents and should be read in conjunction therewith.

Item 4. Description of Securities

     Not applicable.

Item 5.  Interests of Named Experts and Counsel

     The validity of the securities registered hereby is being passed
upon for the Company by Day, Berry & Howard LLP, CityPlace, Hartford,
Connecticut  06103-3499.  Michael F. Halloran, a partner in the law firm
of Day, Berry & Howard LLP, is Assistant Secretary of the Company.

Item. 6.  Indemnification of Directors and Officers

     Article Seven of the Company's Amended and Restated Certificate of
Incorporation provides that the Company shall, to the extent permitted by
law, indemnify its Directors from and against any and all liabilities,
expenses and other matters referred to in or covered by the Connecticut
Business Corporation Act (the "CBCA").  In addition, the Company's
Amended and Restated Certificate of Incorporation provides that the
Company shall indemnify each officer of the Company who is not a
director, or who is a director but is made a party to a proceeding in his
or her capacity solely as an officer, to the same extent as the Company
is permitted to provide the same to a director.

     Section 33-771 of the CBCA provides that a corporation may indemnify
an individual who is a party to a proceeding because he or she is a
director of the corporation against liability incurred in the proceeding
if such individual acted in good faith and reasonably believed, in the
case of conduct in his or her official capacity, that his or her conduct
was in the best interests of the corporation, and, in all other cases,
that his or her conduct was at least not opposed to the best interests of
the corporation.  For indemnification in the case of any criminal
proceeding, a director must have had no reasonable cause to believe his
or her conduct was unlawful.

     The termination of a proceeding by judgment, order, settlement or
conviction or upon a plea of nolo contendere or its equivalent is not, of
itself, determinative that a director did not meet the relevant standard
of conduct described in Section 33-771 of the CBCA.  Unless ordered by a
court, a corporation may not indemnify a director under Section 33-771 of
the CBCA in connection with a proceeding by or in the right of the
corporation, except for reasonable expenses incurred in connection with
the proceeding if it is determined that the director has met the relevant
standard of conduct under Section 33-771 of the CBCA, or in connection
with any proceeding with respect to conduct for which the director was
found liable on the basis that he or she received a financial benefit to
which he or she was not entitled, whether or not involving action in his
or her official capacity.

     Section 33-772 of the CBCA requires a corporation to indemnify a
director who was wholly successful, on the merits or otherwise, in the
defense of any proceeding to which such director was a party because he
or she was a director of the corporation against reasonable expenses
incurred in connection with the proceeding.

     Section 33-773 of the CBCA provides that a corporation may advance
funds to pay for or reimburse the reasonable expenses incurred by a
director who is a party to a proceeding because he or she is a director,
and the Company's Amended and Restated Certificate of Incorporation does
so provide.  The director is required to deliver to the corporation a
written affirmation of his or her good faith belief that he or she has
met the relevant standard of conduct described in Section 33-771 of the
CBCA, or that the proceeding involves conduct for which liability has
been limited under a provision of the corporation's certificate of
incorporation, together with a written undertaking to repay any funds
advanced if such director is not entitled to mandatory indemnification
and it is ultimately determined that he or she has not met the relevant
standard of conduct.

     Article Six of the Amended and Restated Certificate of
Incorporation, as amended, of the Company includes provisions which have
the purpose of limiting the personal liability of the Company's Directors
to the Company or its shareholders of monetary damages for breach of duty
as a Director to the full extent permissible under Connecticut law.  Such
monetary damages are limited to the amount of compensation received by
the Director for serving the Company during the year of the alleged
breach of the Director's duties.  The limitation does not apply, however,
where the breach (i) involved a knowing and culpable violation of law by
the Director; (ii) enabled a Director or an "associate" (generally a
related corporation or trust or a relative) to receive an improper
personal economic gain; (iii) showed a lack of good faith and a conscious
disregard for the Director's duty to the Company under circumstances in
which the Director was aware that his or her conduct or omission created
an unjustifiable risk of serious injury to the Company; (iv) constituted
a sustained and unexcused pattern of inattention that amounted to the
abdication of the Director's duty to the Company; or (v) create liability
under Section 33-757 of the CBCA.

     The Company has purchased an insurance policy covering the possible
liability of its officers and employees, as well as Directors and former
Directors for any losses or liability they might incur in their positions
as administrators of the Connecticut Water Company Employees' Retirement
Plan and Trust.  The policy has an aggregate annual liability limit of
$2,000,000.

     The Company also maintains directors and officers liability
insurance.

Item 7.

     Not applicable.

Item 8.  Exhibits

Exhibit No.                   Description

4.1  Certificate of Incorporation of Connecticut Water Service, Inc., as
     amended and restated as of April, 1998 (incorporated by reference to
     Exhibit 3.1 to the Company's Annual Report on Form 10-K for the year
     ended December 31, 1998).

4.2  Bylaws, as amended, of Connecticut Water Service, Inc.

4.3  Connecticut Water Service, Inc. Amended and Restated Performance
     Stock Program (incorporated by reference to Exhibit A to the
     Company's Proxy Statemend dated March 17, 1999 for the Annual
     Meeting of Shareholders held on April 23, 1999).

4.4  Rights Agreement, dated as of August 12, 1998, between Connecticut
     Water Service, Inc. and State Street Bank and Trust Company, which
     includes the form of the Certificate of Amendment of Certificate of
     Incorporation with respect to Series A Junior Participating
     Preference Stock as Exhibit A, the form of Right Certificate as
     Exhibit B and the Summary of Rights to Purchase Shares of Preference
     Stock as Exhibit C (incorporated by reference to Exhibit 1 to the
     Company's Registration Statement on Form 8-A filed with the
     Commission on September 25, 1998).

5    Opinion of Day, Berry & Howard LLP.

23.1 Consent of Day, Berry & Howard LLP (included in the opinion filed as
     Exhibit 5).

23.2 Consent of Arthur Andersen LLP.

24   Power of Attorney (See Page II-1).

Item 9. Undertakings

A.   Undertaking to Update Annually.

     The undersigned registrant hereby undertakes:

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

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

          (ii) To reflect in the Prospectus any facts or events arising
               after the effective date of the Registration Statement (or
               the most recent post-effective amendment thereof) which,
               individually or in the aggregate, represent a fundamental
               change in the information set forth in the Registration
               Statement;)

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

provided, however, that paragraph (A)(1)(i) and (A)(1)(ii) do not apply
if the Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or 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.

 B.  Undertaking With Respect to Incorporating Subsequent Exchange Act
     Documents By Reference.

     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

 C.  Undertaking With Respect to Indemnification of Directors, Officers
     or Controlling Persons.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection
with the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Hartford,
State of Connecticut, on January 12, 2000.

                                CONNECTICUT WATER SERVICE, INC.

                                By:    /s/Marshall T. Chiaraluce
                                Name:  Marshall T. Chiaraluce
                                Title:   Chairman, President and
                                         Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.  Each person whose
signature appears below hereby constitutes Marshall T. Chiaraluce, David
C. Benoit, Michele G. DiAcri and Michael F. Halloran, and each of them
singly, such person's true and lawful attorneys, with full power to them
and each of them to sign for such person and in such person's name and
capacity indicated below any and all amendments to this Registration
Statement, hereby ratifying and confirming such person's signature as it
may be signed by said attorneys to any and all such amendments.
SIGNATURE                 TITLE                                      DATE
/s/Marshall T. Chiaraluce Chairman, President and Chief Executive    January 12, 2000
Marshall T. Chiaraluce    Officer (Principal Executive Officer)

/s/David C. Benoit        Vice President - Finance and Accounting;   January 12, 2000
David C. Benoit           Treasurer (Chief Financial and Accounting
                          Officer

/s/Harold E. Bigler, Jr.  Director                                   January 12, 2000
Harold E. Bigler, Jr.

/s/Ronald D. Lengyel      Director                                   January 12, 2000
Ronald D. Lengyel

/s/Marcia L. Hincks       Director                                   January 12, 2000
Marcia L. Hincks

/s/Rudolph Luginbuhl      Director                                   January 12, 2000
Rudolph Luginbuhl

/s/Harvey G. Moger        Director                                   January 12, 2000
Harvey G. Moger

/s/Robert F. Neal         Director                                   January 12, 2000
Robert F. Neal

/s/Donald B. Wilbur       Director                                   January 12, 2000
Donald B. Wilbur

/s/Arthur C. Reeds        Director                                   January 12, 2000
Arthur C. Reeds