FORM 10-Q
                                
               SECURITIES AND EXCHANGE COMMISSION
                                
                    WASHINGTON  D.C.   20549
                                
                                
           QUARTERLY REPORT UNDER SECTION 13 OR 15 (D)
             OF THE SECURITIES EXCHANGE ACT OF 1934
                                
 FOR QUARTER ENDED MARCH 31, 1998  COMMISSION FILE NUMBER 0-6028
                                
                                
                   BIRMINGHAM UTILITIES, INC.
     (Exact name of registrant as specified in its charter)
                                
                      CONNECTICUT06-0878647
                                
            230 BEAVER STREET, ANSONIA, CT      06401
        (Address of principal executive office)(Zip Code)
                                
                                None                
 (Former name, former address and former fiscal year, if changed since last
  report)

           Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports; and (2) has been subject to such
filing requirements for the past 90 days.

          NO ________                   YES    X   

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

       Class                        Outstanding at May 1, 1998
COMMON STOCK, NO PAR VALUE                  763,075

I.  Financial Statements
[CAPTION]
                                
                   BIRMINGHAM UTILITIES, INC.
                         BALANCE SHEETS
                                
                           (Unaudited)
                               March 31,     Dec. 31,
                                  1998         1997
<TABLE>
<S>                             <C>          <C>
ASSETS:

Utility Plant                   $19,133,912  $19,045,629
Accumulated depreciation        (5,977,859)  (5,834,113)
Current Assets:                  13,156,053   13,211,516
Cash and cash equivalent            241,740       62,699
Accounts receivable, net of
 allowance for doubtful accounts    482,079      604,627
Accrued utility revenue             360,057      375,327
Materials & supplies                 60,319       56,976
Prepayments                          69,858       15,068
Total current assets              1,214,053    1,114,697

Deferred Charges                  1,049,093    1,148,510
Unamortized debt expense            175,100      176,057
Income taxes recoverable            446,551      446,551
Other assets                        394,015      394,096
                                  2,064,759    2,165,214
                                $16,434,865  $16,491,427

STOCKHOLDERS' EQUITY AND LIABILITIES  

Stockholders' Equity:
Common Stock, no par value, authorized
2,000,000 shares; issued and outstanding
3/31/98-762,575 shares; 
12/31/97- 761,702                $2,278,901   $2,266,027
Retained earnings                 2,586,984    1,831,377
                                  4,865,885    4,097,404
Note Payable                      1,131,250    1,150,000
Long-term debt                    4,512,000    4,512,000
                                  5,643,250    5,662,000
Current Liabilities:
Note Payable                           -       1,355,000
 Current portion of note 
 payable and long term debt         169,000      169,000
Accounts payable and accrued 
liabilities                         931,550      454,659
Total current liabilities         1,100,550    1,978,659

Customers' advances for
 construction                     1,270,116    1,238,339
Contributions in aid of
 construction                       851,155      851,154
Regulatory liability-income taxes
 refundable                         179,916      179,916
Deferred income taxes             1,663,681    1,695,608
Deferred income on disposition of
 land                               860,312      788,347
                                $16,434,865  $16,491,427
</TABLE>
The accompanying notes are an integral part of these financial statements.
[CAPTION]

                   BIRMINGHAM UTILITIES, INC.
           STATEMENTS OF INCOME AND RETAINED EARNINGS
                           (UNAUDITED)
<TABLE>
                           Three Months Ended March 31,
                                 1998         1997
<S>                        <C>         <C>
Operating Revenue          $1,006,886  $1,081,251             
Operating Expenses:
  Operating Expenses          596,515     629,109
  Maintenance Expenses         41,738      46,160
  Depreciation                118,501     105,000
  Taxes Other Than Income Taxes79,603     131,407
 Taxes on Income                7,427      15,425
Total Operating Expense       843,784     927,101

Utility Operating Income      163,102     154,150

Amortization of Prior Years' 
  Deferred Income on Land Dispositions
  (Net of income taxes of $27,044
  in 1998 and $31,179 in 1997) 38,306      43,791

Other Income, net               2,251      19,794

Income before interest expense203,659     217,735
Interest and Amortization of Debt
 Discount                     146,849     149,878
Income from dispositions of land
 (net of income taxes of 
  $558,456 in 1998)           828,286           -

Net income                   $885,096     $67,857
Retained earnings, beginning$1,831,377 $1,619,188
Dividends                     129,489     113,684

Retained earnings, ending  $2,586,984  $1,573,361

Earnings per share - basic         $1.16        $.09
Earnings per share - diluted       $1.14        $.09
Dividends per share                 $.17        $.15
</TABLE>

The accompanying notes are an integral part of these financial statements.

[CAPTION]
                   BIRMINGHAM UTILITIES, INC.
                    STATEMENTS OF CASH FLOWS
                           (UNAUDITED)
                                
<TABLE>
                                     Three Months Ended March 31,
                                             1998         1997
<S>                                       <C>           <C>
Cash Flows From Operating Activities
Net Income                                $885,096     $67,857
Adjustments to reconcile net income to
net cash provided by operating activities:
Income from land dispositions             (828,286)         --
Depreciation and amortization              134,985     109,913
Amortization of deferred income,
 net of tax                                (38,306)    (43,791)
Increases and decreases in assets
 and liabilities:
Accounts receivable and accrued 
 utility revenue                           137,818      94,823
Materials and supplies                      (3,343)       (950)
Prepayments                                (54,790)    (78,250)
Accounts payable and accrued expenses     (135,213)   (295,255)
Deferred income taxes                       (3,675)     15,382

Total Adjustments                         (790,810)   (198,128)
Net cash flows provided by (used in)
 operating activities                       94,286    (130,271)

Cash flows from investing activities:
Proceeds from land dispositions          1,800,000          --
Net construction expenditures             (153,721)   (131,600)
Other assets and deferred charges, net     (71,159)    (41,323)

Net Cash flows from (used in)
investing activities                     1,575,120    (172,923)
Cash flows from financing activities:
Increase (decrease) in current 
note payable                            (1,373,750)     75,000
Increase (decrease) in long-
     term debt                                   --    216,250
Dividends paid - net                      (116,615)   (102,512)

Net Cash flows provided by
financing activities:                   (1,490,365)    188,738

Net (decrease) increase in cash 
 & cash equivalents                        179,041    (114,456)
Cash & cash equivalents, beginning          62,699     185,479
Cash, ending                              $241,740     $71,013

Supplemental disclosure of cash flow information:
Cash paid for
   Interest                               $254,113    $259,473
   Income Taxes                            $12,600     $23,900

Supplemental disclosure of non-cash flow information:

The Company receives contributions of
plant from builders and developers.  These
contributions of plant are reported in
utility plant and in customers'
advances for construction.  The
contributions are deducted from 
construction expenditures by the
Company.

Gross Plant, additions                    $185,498    $131,600
Customers' advances for construction        31,777           0
Capital expenditures, net.                $153,721    $131,600
</TABLE>
The accompanying notes are an integral part of these financial statements.

                   BIRMINGHAM UTILITIES, INC.
                  NOTES TO FINANCIAL STATEMENTS
                           (Unaudited)


NOTE A - UNAUDITED STATEMENTS

The statements as of and for the three months ended March 31, 1998 are prepared
without audit, however, in the opinion of management, all material adjustments
for a fair statement of results have been made.  The balance sheet as of
December 31, 1997 has been audited.

NOTE B - SEASONALITY OF REVENUE

The Company's business of selling water is to a certain extent seasonal because
water consumption normally increases during the warmer summer months.  Other
factors affecting the comparability of various accounting periods include the
timing of rate increases and the timing and magnitude of property sales.  
Accordingly, annualization of the results of operations for the three months
ended March 31, 1998 and March 31, 1997, would not necessarily accurately
forecast the annual results of each year.

NOTE C - ACCOUNTS RECEIVABLES, NET OF ALLOWANCE FOR DOUBTFUL  ACCOUNTS

Accounts Receivable, net, declined $122,548 in the first quarter of 1998, due in
large part to the institution of a read and bill program and to a continued
improvement in the Company's overall collection program.

NOTE D - ACCRUED UTILITY REVENUE

Accrued Utility Revenue at March 31, 1998 and December 31, 1997 includes $13,092
in unreimbursed costs incurred by the Company to date on a Main replacement
project required by the State of Connecticut.  The Company's costs are
reimbursable to the Company by the State of Connecticut.

NOTE E - PREPAYMENTS
[CAPTION]
Prepayments consist of:
                               March 31, December 31,
                               1998         1997
<TABLE>
<S>                           <C>          <C>
Insurance                     $28,714      $6,153
Legal & accounting fees        28,249           0
Other prepaid expenses         12,895      21,221
                              $69,858     $15,068
</TABLE>
The fluctuation in total prepayments as of the end of the year 1997, and the
quarter ended March 31, 1998 is due primarily to prepaid insurance costs and
legal and accounting fees.  Insurance premiums payable are recognized during the
first quarter, since January 1 is the beginning of the policy period, and
amortized throughout the year.  

The fluctuation in "Legal and Accounting Fees" reflects certain large expenses
which regularly occur in the first quarter and are amortized over the remaining
part of the year to better match costs to the annual time period benefited.

NOTE F - LONG TERM DEBT
<TABLE>
                                        March 31, December 31,
                                             1998         1997
<S>                                       <C>          <C>
First mortgage bonds,
Series E 9.64% due
September 2011                            $4,512,000   $4,512,000
Note Payable                               1,131,250    1,150,000
                                          $5,643,250   $5,662,000
</TABLE>
FIRST MORTGAGE BONDS

Pursuant to its Amended and Restated Mortgage Indenture, the Company has
outstanding a series of first mortgage bonds in the amount of $4,512,000 due on
September 1, 2011.  The terms of the Indenture provide for, among other things, 
annual sinking fund payments and limitations on (a) payment of cash dividends
and (b) incurrence of additional bonded indebtedness.  Pursuant to this
agreement, approximately $1,579,000 was available to pay dividends at March 31, 
1998, after the quarterly dividend payment made on that date.  Interest is
payable semi-annually on the first day of March and September.  The Company
began to pay current maturities of long-term debt of $94,000 on September 1,
1997 and is required to pay $94,000 each September 1, thereafter, until the
bonds are paid in full.  The Indenture is secured by a lien on all of the
Company's utility property other than excess land available for sale.

NOTE PAYABLE

The Company has a $1,500,000 secured term loan, (of which $1,131,250 was still
outstanding on March 31, 1998), a $1,500,000 secured revolving line of credit
to fund additional capital improvements, and a one-year, unsecured line of
credit of $600,000 to be used for working capital purposes.  The term loan
matures on May 1, 2004 and requires annual principal repayment of $75,000.  
The revolving line of credit period expires on August 1, 1998, at which time 
the outstanding balance may be converted to a term loan with the same maturity
and payment terms as the original term loan.  Both the term loan and the 
revolving line of credit are secured by a lien (subordinate to the lien of the
Mortgage Bond Indenture - First Mortgage Bonds, above) on all of the Company's
utility property other than its excess land available for sale.

The term loan portion of the facility has both fixed and variable interest rate
options.  The applicable interest rate at March 31, 1998 and through July 2000
is 8.18%.  Interest is payable monthly.  The revolving line of credit also has
various interest rate options, including a variable rate at .125% above the
prime rate and LIBOR rate options, fixed for various short term periods
including 30, 60 or 90 days, at 1.75% over the applicable LIBOR rate.  Interest
is payable monthly.  There were no outstanding borrowings on the revolving line
of credit at March 31, 1998 and $1,355,000 was outstanding at December 31,
1997.

The unsecured, working capital line of credit currently expires on August 1,
1998.  The unsecured line of credit also provides for various interest rate
options, including a variable rate at 0.125% above the prime rate, a variable
rate at 1.75% above the bank's cost of funds (as provided by the bank), and the
LIBOR options also available under the revolving line of credit.  There were no
outstanding borrowings on the unsecured line of credit at March 31, 1998 and
December 31, 1997.

All three facilities provide that a default under any of them or under the
Mortgage Bond Indenture is considered a default under the others.  They also
provide that the net proceeds from the sale of any of the Company's excess land
must be used to reduce the balance of the two year line of credit first and then
the term loan.

NOTE G - ACCOUNTS PAYABLE AND ACCRUED EXPENSES
<TABLE>
                          March 31, December 31,
                              1998         1997
<S>                          <C>         <C>
Accounts Payable             $150,181    $139,782
Accrued Expenses:
Taxes                         538,884    (30,541)
Interest                       37,002     148,005
Pension                       152,402     160,597
Other                          53,081      36,816
                             $931,550    $454,659
</TABLE>
The fluctuation in "Accrued Interest" reflects primarily the semi-annual
interest payment requirement on the Company's bonds.  See Note F - Long Term 
Debt, First Mortgage Bonds.  The fluctuation in taxes primarily reflects the 
increased liability for federal income taxes as a result of the January 1998
land sale.

NOTE H - DEFERRED GAINS ON LAND DISPOSITIONS

The Connecticut Department of Public Utility Control ("DPUC") has provided for 
a rate making accounting procedure for income from land dispositions which has 
the effect of sharing the economic benefits of such dispositions between
ratepayers and shareholders over a period of time.  Accordingly, the Company 
includes in its income in years in which it has a land disposition, only a 
portion of the income that is realized from such disposition.  The balance of 
the income is deferred and amortized to the Company's rate base and equity for
rate making purposes, and to income for financial reporting purposes, over the
period of time during which the rate making procedure is in effect.  For the 
three months ended March 31, 1998 and 1997, $38,306 and $43,791 (net of income
taxes) respectively, of such deferred land disposition gains was included in 
income.

NOTE I - EARNINGS PER SHARE

The following table summarizes the number of common shares used in the
calculation of earnings per share.
<TABLE>
                                                March 31,
                                             1998         1997
<S>                                          <C>        <C>
Weighted average shares outstanding
  for earnings per share, basic              761,702    757,892

Incremental shares from assumed
  conversion of stock options                 14,605          -

Weighted average shares outstanding
  for earnings per share, diluted            776,307    757,892
</TABLE>

NOTE J - EQUITY

Stock Option Plans

The Company has adopted two stock option plans, a non-employee director option 
plan and a key employee stock option plan.  Options with respect to 75,000 
shares of common stock were authorized under the two plans in the aggregate.  
The plans provide for options to purchase common stock of the Company at the 
fair market value at the date of the grant.  The options vest over various 
periods.  As of March 31, 1998, options for 62,250 shares are outstanding to 
directors and employees of the Company under both plans.

Dividend Reinvestment Plan

The Company also maintains a dividend reinvestment plan which provides for the
issuance and sale of up to 70,000 shares of the Company's authorized but 
unissued common stock to its shareholders who elect to reinvest cash dividends 
on the Company's existing shares.  Shares available under the plan may be 
purchased at their fair market value price on the date of the dividends to be
invested in the new shares.

The following table summarizes the activity in common shares related to the 
dividend reinvestment plan:
<TABLE>
                                        March 31, December 31,
                                          1998         1997
<S>                                       <C>         <C>
Number of Shares issued                       873       3,810
Value of shares when issued               $12,873     $45,581
</TABLE>

NOTE K - RATE MATTERS

On July 18, 1997, the Company filed a rate application with the DPUC for a 14.2%
water service rate increase designed to provide a $601,382 increase in annual 
water service revenues and a return on common equity of 12.95%.  The Company 
subsequently revised its request to $439,426, or an increase in annual revenues
of 10.4%.  On January 21, 1998, the DPUC granted the Company a 4.1% water 
service rate increase designed to provide a $177,260 annual increase in water 
service revenues and a 12.16% return on common equity.  New rates became 
effective on February 1, 1998. 

                             ITEM II
                                
             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          RESULTS OF OPERATIONS AND FINANCIAL CONDITION

RESULTS OF OPERATIONS

Net Income

Net income for the three months ended March 31, 1998 was $885,096 compared with
$67,857 for the same 1997 period.  Operating results during the first three 
months of 1998 are higher due to the sale of property in January of 1998, in 
Derby, Connecticut, to the City of Derby which contributed $828,286 to operating
income.

Operating Revenues

Operating revenues for the first three months of 1998 have decreased $74,365 
from the comparable 1997 period.  Lower consumption in 1998, coupled with a 
five percent rate reduction that became effective July 1, 1997 (due to the 
repeal of the Connecticut Gross Receipts tax effective on that date) more than 
offset an overall four percent rate increase that became effective February 1,
1998.

Operating and Maintenance Expenses

Operating and maintenance expenses for the first three months of 1998 are 
$37,016 lower than the comparable 1997 quarter.  Lower purchased water costs, 
uncollectible fees, casualty insurance and professional fees principally account
for this variance.

Depreciation Expense

Depreciation expense for the three months ended March 31, 1998 of $118,501 is 
$13,501 higher than the comparable 1997 quarter.  Depreciation expense relating
to an increasing amount of general plant additions in 1997 and 1998 vs. prior 
years, accounts for this variance.

Taxes other than Income Taxes

Taxes other than income taxes for the quarter ended March 31, 1998 are $51,804 
lower than the comparable 1997 quarter.  The repeal of the Connecticut Gross
Receipts tax on July 1, 1997 accounts for this reduction.  Revenues were also 
reduced on July 1, 1997 to reflect the reduced tax expense resulting from the 
repeal.

Other Income

Other Income for the first three months of 1998 is $17,543 below the amount 
earned for the comparable 1997 period.  Decreased income from the Company's 
managed water system accounts for this variance.

Land Dispositions

When the Company disposes of land, any gain recognized, net of tax, is shared 
between rate payers and stockholders based upon a formula approved by the DPUC. 
The impact of land dispositions is recognized in two places on the statement of
income.

The statement of income reflects income from the disposition of Land (net of 
taxes) of $828,286 for the three months ended March 31, 1998.  This entry 
represents the sale of 145 acres of land to the City of Derby, CT on January 21,
1998.  The amount represents the stockholders' immediate share of income from 
this land sale.  The net gain on this sale totals $910,306 including the 
deferred portion.  The DPUC's October 22, 1997 Decision approving this sale 
provided for a 3-year amortization, as 75% of this parcel has been dedicated
as open space.  There were no land sales during the first quarter of 1997.

Land disposition income is also recognized in the financial statements as a 
component of operating income on the line entitled "Amortization of Deferred 
Income on Dispositions of Land."  These amounts represent the recognition of 
income deferred on land dispositions which occurred in prior years.  The 
amortization of deferred income on land dispositions net of tax, was $38,306 
and $43,791 for the three months ended March 31, 1998 and 1997.

Recognition of deferred income will continue over time periods ranging from 
three to fifteen years, depending upon the amortization period ordered by the
DPUC for each particular disposition.

CAPITAL RESOURCES AND LIQUIDITY

Completion of the Company's Long Term Capital Improvement Program is dependent 
upon the Company's ability to raise capital from external sources, including, 
for the purpose of this analysis, proceeds from the sale of the Company's 
holdings of excess land.  For the three months ended March 31, 1998 and 1997, 
the Company's additions to utility plant, net of customer advances, cost 
$153,721 and $131,600, respectively. (see Statement of Cash Flows).  These 
additions were financed primarily from external sources, including proceeds 
from land sales and increases in debt.

The Company has outstanding $4,606,000 principal amount of Mortgage Bonds, due
September 1, 2011, issued under its Mortgage Indenture.  The Mortgage Indenture
limits the issuing of additional First Mortgage Bonds and the payment of
dividends.  It does not, however, restrict the issuance of either long term or
short term debt which is either unsecured or secured with liens subject to the 
lien of the Mortgage Indenture.  The Company also has a secured, term loan with
a principal amount outstanding on December 31, 1997 of $1,225,000 at an interest
rate of 8.18%.  Principal and interest payments are made monthly and must be 
paid in full in 2004.

The Company also maintains an additional, secured, line of credit in the 
principal amount of $1,500,000 maturing on August 1, 1998.  The secured line of
credit is used to provide funds to continue the Company's construction program; 
at the Company's option it may be converted to a term loan on August 1, 1998, 
with the term loan maturing in 2004.  In April 1996, when the revolving loan 
financing arrangement was approved by the DPUC, the DPUC prohibited the Company
from drawing down funds under the revolving line of credit, if at the time of or
as a result of the draw down, the amount of the Company's long-term debt 
(including amounts outstanding under the revolving line of credit) would 
exceed 67% of the Company's total capitalization.  The effect of the 
limitation, as of March 31, 1998, is to limit the Company to
advances outstanding under the line of credit in the aggregate amount of
approximately $1,500,000 for use on budgeted projects until such time as the 
Company obtains additional equity capital.  There were no outstanding 
borrowings under the revolving line of credit at March 31, 1998.

The Company's 1998 Capital Budget of $1,300,000 is two-tiered.  The first tier
consists of typical capital improvements made each year for services, hydrants
and meters budgeted for $250,000 in 1998 and is expected to be financed 
primarily with internally generated funds.

The second tier of the 1998 Capital Budget consists of replacements and 
betterments which are part of the Company's Long Term Capital Improvement 
Program and includes $1,050,000 of budgeted plant additions.  Plant additions 
from this part of the 1998 budget may require external financing in addition to
the Company's line of credit.  Second tier plant additions can be, and portions
of it are expected to be, deferred to future years if funds are not available
for their construction in 1998.

As of March 31, 1998, the Company has approximately 1,105 acres of excess land
available for sale, consisting of land currently classified as Class III, non-
watershed land under the statutory classification system for water company
lands.  The Company believes that by selling these excess lands it can generate 
sufficient equity capital to support its 10 year capital budget, currently 
estimated at $10,715,000.  Such land dispositions are subject to approval by 
the DPUC.  Proceeds from the sale of land are recorded as revenue at the time of
closing and portions of the gains are deferred and amortized over various 
time periods as stipulated by the DPUC.

On March 18, 1997, the Company entered into a Purchase and Sale Agreement with 
M/1 Homes, LLC ("M/1 Homes"), pursuant to which the Company agreed to sell and 
M/1 Homes agreed to purchase approximately 245 acres of the Company's 
unimproved real property in Seymour, Connecticut for $3,950,000.  The agreement
calls for at least 50% of the property to be dedicated for open space.  The 
purchase and sale was approved by the DPUC on September 17, 1997, stipulating
a four-year amortization period for the net gain, based on that 50% open space 
dedication.  The agreement may be terminated by either party if M/1 Homes has
not received all the required development approvals by December 31, 1998.  There
is a provision in the agreement to extend its term through December 31, 2000 
to accommodate appeals of required governmental approvals, in which
case the purchase price for the property will increase by $20,000 for each
month, or portion thereof, after December 31, 1999 until the closing shall 
occur.  The Company cannot predict whether M/1 Homes will be able to obtain 
all of the required approvals.

On February 18, 1998, the Company executed a purchase and sale agreement with 
The Trust for Public Land, Inc. ("TPL") for the purchase by TPL of 515 acres of
unimproved real property primarily in the Town of Oxford, Connecticut, and small
adjoining parcels in Seymour, Connecticut, for $3,220,000.  TPL is a non-profit,
public benefit corporation with offices in New Haven, Connecticut.  TPL is not
required to purchase the property unless voters of the Town of Oxford approve 
the Town to acquire such property from TPL.   The agreement is also subject to 
approval by the DPUC.  The closing is scheduled to be completed within 45 days 
after the completion of the above events, but in no event, shall any closing 
occur after December 31, 1998.  The Company has no reason to believe that the 
DPUC will not approve the agreement.  The Company cannot predict whether or not 
the voters of the Town of Oxford will vote to acquire the property or if TPL 
will proceed in the event that the voters fail to approve the acquisition.

On March 3, 1998, the Company executed a purchase and sale agreement with the 
Town of Seymour (the "Town") for the purchase by the Town of 229 acres of
unimproved real property in the Town for $1,800,000.  The sales agreement must 
be approved by the DPUC and the Company has no reason to believe that the DPUC 
will not approve the agreement.

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.  Not applicable.

Item 2. Changes in Securities. Not applicable.

Item 3.  Default Upon Senior Securities.  Not applicable.

Item 4.  Submission of Matters to a Vote of Security Holders. None.

Item 5.  Other Information.   None.

Item 6.  Exhibits and Reports on Form 8-K.

                                     (a)  Exhibits - None.

                                     (b)  Reports on Form 8-K - None.



                           SIGNATURES
                                
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                       BIRMINGHAM UTILITIES, INC.

                                       Registrant


Date:   5/12/98                       /s/ Aldore J. Rivers
                                          Aldore J. Rivers, President


Date:   5/12/98                       /s/ John S. Tomac
                                          John S. Tomac, V.P.& Treasurer