AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 13, 1999
                                                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 1999 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:

                           Jeffrey A. Clopeck, Esq.
                            Day, Berry & Howard LLP
                              260 Franklin Street
                       Boston, Massachusetts  02110-3179
                                  __________

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
 Title of                                    Proposed Maximum     Proposed Maximum         Amount of
Securities            Amount to               Offering Price         Aggregate         Registration Fee
to be Registered    to be Registered           Per Share (3)      Offering Price (3)          Fee
<S>                   <C>                                            <C>                <C>
Common Stock,         750,000 shares (2)       $36.78125             $27,585,937.50       $7,668.89
no par value (1)
</TABLE>

(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 additional shares of Common Stock and Rights as is
necessary to eliminate any dilutive effect of any future stock split, stock
dividend or similar
transaction.
(3)Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and (h), based on the average of the high and low
sale prices of the Common Stock on December 10, 1999, as reported on the New
York Stock Exchange.


<PAGE>
                                   PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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, 1998;

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

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

     (d)  The Company's Proxy Statement dated August 19, 1999, for its special
          meeting of shareholders held on September 21, 1999;

     (e)  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 Exchange Act,
          including any amendments or reports filed for purposes of updating
          such description; and

     (f)  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, as amended by Amendment No. 1 to
          the Form 8-A, including any further 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, 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 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).

     4.4  First Amendment to Rights Agreement, dated as of May 31, 1999, between
          the Company and Chase Mellon Shareholders Services, L.L.C., as Rights
          Agent (incorporated by reference to Exhibit 3 to the Company's Form
          8-A/A, Amendment No. 1 to Registration Statement on Form 8-A, dated
          June 16, 1999).

     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 1999 Stock Incentive Plan (incorporated by reference
          to Exhibit A to the Company's Proxy Statement for its Annual Meeting
          of Shareholders held on April 20, 1999).
_______________


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.

               (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.


<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 10th day
of December, 1999.

                                          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 10th day of December, 1999.
<TABLE>
<CAPTION>
<S>                    <C>
/s/Janet M. Hansen*    Chairman of the Board of Directors and Director
George W. Edwards, Jr.

/s/Janet M. Hansen*    President, Chief Executive Officer and Director
Richard K. Schmidt     (Principal Executive Officer)

/s/Janet M. Hansen     Executive Vice President, Chief Financial Officer
                       and Treasurer
Janet M. Hansen        (Principal Financial and Accounting Officer)

/s/Janet M. Hansen*    Director
Jack E. McGregor

/s/Janet M. Hansen*    Director
Geoffrey Etherington

/s/Janet M. Hansen*    Director
Janet D. Greenwood

/s/Janet M. Hansen*    Director
Edgar G. Hotard

/s/Janet M. Hansen*    Director
G. Jackson Ratcliffe

/s/Janet M. Hansen*    Director
John A. Urquhart
</TABLE>

*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.


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


<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).

     4.4  First Amendment to Rights Agreement, dated as of May 31, 1999, between
          the Company and Chase Mellon Shareholders Services, L.L.C., as Rights
          Agent (incorporated by reference to Exhibit 3 to the Company's Form
          8-A/A, Amendment No. 1 to Registration Statement on Form 8-A, dated
          June 16, 1999).

     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 1999 Stock Incentive Plan (incorporated by reference
          to Exhibit A to the Company's Proxy Statement for its Annual Meeting
          of Shareholders held on April 20, 1999).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 23340}]
{"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": "333-92687", "film-number": "99773807"}, "business-address": {"street1": "835 MAIN ST", "city": "BRIDGEPORT", "state": "CT", "zip": "06604", "phone": "2033352333"}, "mail-address": {"street1": "835 MAIN STREET", "city": "BRIDGEPORT", "state": "CT", "zip": "06604"}, "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 DECEMBER 13, 1999
                                                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 1999 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:

                           Jeffrey A. Clopeck, Esq.
                            Day, Berry & Howard LLP
                              260 Franklin Street
                       Boston, Massachusetts  02110-3179
                                  __________

                        CALCULATION OF REGISTRATION FEE
Title of                                    Proposed Maximum     Proposed Maximum         Amount of
Securities            Amount to               Offering Price         Aggregate         Registration Fee
to be Registered    to be Registered           Per Share (3)      Offering Price (3)          Fee
Common Stock,         750,000 shares (2)       $36.78125             $27,585,937.50       $7,668.89
no par value (1)
(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 additional shares of Common Stock and Rights as is
necessary to eliminate any dilutive effect of any future stock split, stock
dividend or similar
transaction.
(3)Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and (h), based on the average of the high and low
sale prices of the Common Stock on December 10, 1999, as reported on the New
York Stock Exchange.
PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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, 1998;

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

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

     (d)  The Company's Proxy Statement dated August 19, 1999, for its special
          meeting of shareholders held on September 21, 1999;

     (e)  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 Exchange Act,
          including any amendments or reports filed for purposes of updating
          such description; and

     (f)  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, as amended by Amendment No. 1 to
          the Form 8-A, including any further 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, 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 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).

     4.4  First Amendment to Rights Agreement, dated as of May 31, 1999, between
          the Company and Chase Mellon Shareholders Services, L.L.C., as Rights
          Agent (incorporated by reference to Exhibit 3 to the Company's Form
          8-A/A, Amendment No. 1 to Registration Statement on Form 8-A, dated
          June 16, 1999).

     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 1999 Stock Incentive Plan (incorporated by reference
          to Exhibit A to the Company's Proxy Statement for its Annual Meeting
          of Shareholders held on April 20, 1999).
_______________

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.

               (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.
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 10th day
of December, 1999.

                                          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 10th day of December, 1999.
/s/Janet M. Hansen*    Chairman of the Board of Directors and Director
George W. Edwards, Jr.

/s/Janet M. Hansen*    President, Chief Executive Officer and Director
Richard K. Schmidt     (Principal Executive Officer)

/s/Janet M. Hansen     Executive Vice President, Chief Financial Officer
                       and Treasurer
Janet M. Hansen        (Principal Financial and Accounting Officer)

/s/Janet M. Hansen*    Director
Jack E. McGregor

/s/Janet M. Hansen*    Director
Geoffrey Etherington

/s/Janet M. Hansen*    Director
Janet D. Greenwood

/s/Janet M. Hansen*    Director
Edgar G. Hotard

/s/Janet M. Hansen*    Director
G. Jackson Ratcliffe

/s/Janet M. Hansen*    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.

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

     4.4  First Amendment to Rights Agreement, dated as of May 31, 1999, between
          the Company and Chase Mellon Shareholders Services, L.L.C., as Rights
          Agent (incorporated by reference to Exhibit 3 to the Company's Form
          8-A/A, Amendment No. 1 to Registration Statement on Form 8-A, dated
          June 16, 1999).

     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 1999 Stock Incentive Plan (incorporated by reference
          to Exhibit A to the Company's Proxy Statement for its Annual Meeting
          of Shareholders held on April 20, 1999).