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 September 30, 1995 Commission File Number 0-6028

                              BIRMINGHAM UTILITIES, INC.
                (Exact name of registrant as specified in its charter)

      CONNECTICUT                                                  06-0878647
(State of other jurisdiction                                 (I.R.S. Employer
of incorporation or organization)                         Identification No.)

230 Beaver Street, Ansonia, Connecticut                                 06401
Address of principal executive office                              (Zip Code)

(Registrant's telephone number
 including area code)                                         (203)  735-1888

                                   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.

                                         Yes   X         No  

   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 November 13, 1995

Common stock, no par value                                     750,981

ITEM I.  FINANCIAL STATEMENTS
-----------------------------

<TABLE>
                                  BIRMINGHAM UTILITIES, INC.
                                         BALANCE SHEETS
                                  --------------------------
           As of September 30, 1995, December 31, 1994 and September 30, 1994
<CAPTION>
                                (Unaudited)                     (Unaudited)
                                Sept. 30,       Dec. 31,        Sept. 30,
                                1995            1994            1994
                                -----------     ----------      -----------
ASSETS:
-------
<S>                             <C>             <C>             <C> 
Utility Plant                   $16,236,250     $15,739,122     $15,762,622
Accumulated depreciation         (5,054,758)     (4,771,536)     (4,751,438)
                                 ----------      ----------      ----------
                                 11,181,492      10,967,586      11,011,184
                                 ----------      ----------      ----------
Current Assets:
 Cash                                82,048          58,812          28,200
 Accounts receivable, net of 
  allowance for doubtful accounts   801,139         838,981         881,316
 Accrued utility revenue            469,860         384,057         351,552
 Materials & supplies                46,798          45,449          54,179
 Prepayments                         88,333          39,426          75,183
                                 ----------      ----------      ---------- 
       Total current assets       1,488,178       1,366,725       1,390,430
                                 ----------      ----------      ----------

Note receivable                   1,013,222       1,213,222       1,213,222
Deferred Charges                    784,937         728,307         653,965
Unamortized debt expense            209,162         220,362         225,691
Income taxes recoverable            372,247         372,247         366,139
Other assets                        417,949         378,031         371,206
                                 ----------      ----------      ----------
                                  2,797,517       2,912,169       2,830,223

                                $15,467,187    $15,246,480     $15,231,837
                                 ==========      ==========      ==========

STOCKHOLDERS' EQUITY AND LIABILITIES
------------------------------------

Stockholders' Equity:
 Common Stock, no par
 value, authorized 
 2,000,000 shares; issued
 and outstanding 750,981
 shares and 749,168 
 shares in 1995 and 
 1994, respectively             $ 2,161,181     $ 2,142,318     $ 2,142,318
 Retained earnings                1,057,541       1,077,185       1,059,928
                                 ----------      ----------      ----------
                                  3,218,722       3,219,503       3,202,246
Note Payable                      1,919,106       1,625,000       1,580,750
Long-term debt                    4,703,189       4,703,753       4,703,753
                                 ----------      ----------      ----------
                                  6,622,295       6,328,753       6,284,503
                                 ----------      ----------      ----------
Current Liabilities:
  Short term notes and
   current portion of
   note payable                     289,664         165,000         250,000
  Accounts payable and
   accrued liabilities              474,576         575,421         545,167
                                 ----------      ----------      ----------
    Total current liabilities       764,240         740,421         795,167
                                 ----------      ----------      ----------
Customers' advances
 for construction                 1,258,913       1,158,455       1,205,729
Contributions in aid
 of construction                    719,736         719,736         707,184
Income taxes refundable             202,641         202,641         210,213
Deferred income taxes             1,152,694       1,135,558       1,031,901
Deferred income on
 dispositions of land             1,527,946       1,741,413       1,794,894
                                 ----------      ----------      ----------

                                $15,467,187     $15,246,480     $15,231,837
                                 ==========      ==========      ==========


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

</TABLE>

<TABLE>
                               BIRMINGHAM UTILITIES, INC.
                       STATEMENTS OF INCOME AND RETAINED EARNINGS 
             FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
                                    (Unaudited)
<CAPTION>

                               Three Months Ended      Nine Months Ended
                                   September 30,             September 30,
                               ----------------------  ----------------------
                               1995        1994        1995        1994
                               ----        ----        ----        ----
<S>                            <C>         <C>         <C>         <C>
Operating Revenue (Note B)     $1,169,460  $1,102,691  $3,213,011  $3,092,289
                                ---------   ---------   ---------   ---------

Operating Expenses:
 Operations and Maintenance       198,843     196,357     597,603     546,764
 Purchased Water                  218,366     170,591     574,529     530,642
 Administrative and General       254,178     257,470     810,092     788,858
 Depreciation                      98,943      94,500     286,966     265,500
 Taxes Other Than Income          137,669     135,957     402,011     396,757
 Taxes on Income                   45,382      35,325      50,532      71,346
                                ---------   ---------   ---------   ---------
   Total Operating Expense        953,381     890,200   2,721,733   2,599,867
                                ---------   ---------   ---------   ---------

Utility Operating Income          216,079     212,491     491,278     492,422

Amortization of Prior Years'
 Deferred Income on Land 
 Dispositions, net (Net of
 income taxes of $19,825
 and $58,467 in 1995 and
 $21,727 and $68,864 in
 1994 for the three
 months and nine months,
 respectively)                     27,831      30,501      82,079      96,677

Other Income, net                  29,931      35,398      97,809      66,954
                                ---------   ---------   ---------   ---------

Income before interest
 expense                          273,841     278,390     671,166     656,053

Interest and Amortization of
 Debt Discount & Expense          158,600     140,419     467,520     400,691

Income from dispositions of
 land, net (net of income
 taxes of $32,935 in 1995)            -0-         -0-      46,494         -0-
                                ---------   ---------   ---------   ---------

Net income                        115,241     137,971     250,140     255,362

Retained earnings,
 beginning                      1,032,284   1,011,857   1,077,185   1,074,266
Dividends paid                     89,984      89,900     269,784     269,700
                                ---------   ---------   ---------   ---------

Retained earnings, ending      $1,057,541  $1,059,928  $1,057,541  $1,059,928
                                =========   =========   =========   =========

Earnings per share                $.15        $.18        $.33        $.34
                                   ===         ===         ===         ===
Dividends per share               $.12        $.12        $.36        $.36
                                   ===         ===         ===         ===


   The accompanying notes are an integral part of these financial statements.
</TABLE>

<TABLE>
                                   BIRMINGHAM UTILITIES, INC.
                                    STATEMENTS OF CASH FLOWS
                        NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
                                          (Unaudited)
<CAPTION>
                                            Nine Months       Nine Months
                                            Ended             Ended
                                            Sept. 30, 1995    Sept. 30, 1994
                                            --------------    --------------

<S>                                         <C>               <C>
Cash Flows From Operating Activities
  Net Income                                $250,140          $255,362
                                             -------           -------

  Adjustments to reconcile net income
   to net cash provided by operating
   activities:
  Depreciation and amortization              314,012           319,155
  Amortization of deferred income,
   net of tax                                (82,079)          (96,677)
  Income from current year land
   dispositions,net of tax                   (46,494)             - 0 -
  Increases and decreases in assets
   and liabilities:
  Accounts receivable and accrued
   utility revenue                           (47,961)         (113,418)
  Materials and supplies                       1,349           ( 4,288)
  Prepayments                                (48,907)          (22,908)
  Accounts payable and accrued expenses      (80,845)          (58,502)
  Other assets and deferred charges, net    (222,473)         (173,924)
  Deferred income taxes                       15,120           (11,025)
  Customer advance (refund) for
   construction                              100,458            76,233
                                             -------           -------
  Total Adjustments                          (97,820)          (85,354)
                                             -------           -------

Net cash flows provided in
  operating activities                       152,320           170,008
                                             -------           -------

Cash flows from investing activities:
  Net construction expenditures             (497,128)         (659,600)
  Proceeds from sale of utility plant            759               981
  Proceeds from land dispositions            200,000             - 0 -
                                             -------           -------
Net Cash flows used in investing
 activities                                 (296,369)         (658,619)
                                             -------           -------
Cash flows from financing activities:
  Increase in current note payable           124,664           250,000
  Increase in long-term debt                 293,542           469,811
  Dividends paid, net of reinvested
   dividends                                (250,921)         (269,700)
Net Cash flows provided by financing
  activities:                                167,285           450,111
                                             -------           -------

Net increase in cash                          23,236           (38,500)
Cash, beginning                               58,812            66,700
                                             -------           -------
Cash, ending                                $ 82,048          $ 28,200
                                             =======           =======

Supplemental disclosure of cash
 flow information:
   Cash paid for
     Interest                               $569,512          $526,068
                                             =======           =======
     Income Taxes                           $ 60,575          $ 21,200
                                             =======           =======


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 to
  determine cash expenditures by
  the Company.

      Gross Plant, additions                $497,128          $659,600
      Customers' advances for
       construction                         (100,458)          (76,233)
                                             -------           -------
      Capital expenditures, net             $396,670          $583,367
                                             =======           =======


   The accompanying notes are an integral part of these financial statements.
</TABLE>

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


Note A. - UNAUDITED STATEMENTS
------------------------------

   The statements as of and for the three months and nine months ended 
September 30, 1995 and September 30, 1994 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, 
1994 has been audited. Certain amounts from prior years have been 
reclassified in the financial statements to conform with the 1995 
presentation.

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 drier and warmer 
summer months.  Accordingly, the results of operations for the three months 
and nine months ended September 30, 1995 and September 30, 1994, if 
annualized, do not necessarily reflect annual results.

Note C. - ACCRUED UTILITY REVENUE
---------------------------------

   Accrued Utility Revenue at September 30, 1995 includes $80,022 in 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. - See Note G - Long Term Debt - Note Payable.

Note D. - PREPAYMENTS
---------------------
<TABLE>
Prepayments consist of:
<CAPTION>
                                   

                                      Sept 30,      Dec. 31,      Sept 30,
                                      1995          1994          1994
                                      --------      --------      --------
<S>                                   <C>           <C>           <C>
Insurance                             $ 44,369      $  6,405      $ 33,945
Legal & accounting fees                 13,054         3,702        14,449
Other prepaid expenses                  30,910        29,319        26,789
                                       -------       -------       -------

                                      $ 88,333      $ 39,426      $ 75,183
                                       =======       =======       =======
</TABLE>

   The fluctuation in total prepayments as of the ends of the periods noted 
was caused primarily by the fluctuation in prepaid insurance.  Insurance 
premium payments are made 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 
throughout the year to better match costs to the annual time period 
benefitted.  

Note E. - NOTE RECEIVABLE:
--------------------------

   In September 1992, the Company modified a 1990 agreement with a real estate
developer to provide for the sale of approximately 152 acres of land to the
developer.  The modified agreement provided for the $1,213,222 unpaid balance
of the purchase price to be paid on April 10, 1995, and to bear interest at 6%
through December 31, 1993 and thereafter at a variable rate equal to the current
prime rate (8.75% at September 30, 1995) (the "Mortgage Debt").  The Mortgage
Debt is secured by a mortgage lien in favor of the Company on the 152 acres 
(the "Mortgage").  The buyers are jointly and severally liable on the 
obligation.  The Mortgage was further amended in December 1994 to provide 
for an interim payment of $200,000 on the principal of the Mortgage Debt by 
March 31, 1995 and extended the maturity of the balance of the Mortgage Debt
to November 30, 1995.  The Company received payment of the $1,013,222 balance
of the Mortgage Debt, together with all accrued interest, on November 14, 
1995.

   Under the prevailing Connecticut banking and real estate markets, practical
realization of the original Mortgage Debt is dependent upon the developer's
success in obtaining necessary financing and governmental and regulatory
approvals, none of which were or are assured.  Accordingly, the sale has been
accounted for under the installment method.

Note F.  - DEFERRED CHARGES
---------------------------

   Deferred charges increased due to costs incurred to reclassify and obtain
regulatory approval for future sales of unneeded land.

Note G. - LONG TERM DEBT
------------------------
<TABLE>
<CAPTION>
                                       Sept 30,      Dec. 31,      Sept 30,
                                       1995          1994          1994
                                       --------      --------      --------
<S>                                    <C>           <C>           <C>
First mortgage bonds,
 Series E 9.64% due
 September 2011                        $4,700,000    $4,700,000    $4,700,000
 Note Payable                           1,919,106     1,625,000     1,580,750
 Other                                      3,189         3,753         3,753
                                        ---------     ---------     ---------
                                       $6,622,295    $6,328,753    $6,284,503
                                        =========     =========     =========
</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 $4,700,000 due
on September 1, 2011.  The terms of the Indenture provide for, among other
things, annual sinking fund payments commencing September 1, 1997, and
limitations on (a) payment of cash dividends and (b) incurrence of additional
bonded indebtedness.  Pursuant to this agreement, approximately $160,777 was 
available to pay dividends at September 30, 1995, after the quarterly 
dividend payment made on that date.  Interest is payable semi-annually on 
the first day of March and September.  The indenture is secured by a lien on 
all of the Company's utility property other than excess land available for 
sale.

   There are no maturities of bonds until September 1, 1997, when the Company
is required to begin payments of $94,000 on each September 1, until the bonds
are paid in full.

Note Payable
------------

   In April 1994, the Company entered into a ten year credit facility with 
Fleet Bank, N.A.  The outstanding balance on the Company's previous line of 
credit was converted to a new ten year $1,500,000 term loan.  This term loan 
is repayable at $75,000 per year for ten years with a $750,000 balloon
payment due at the end of ten years.  

   Also, a new $1,500,000 two year revolving line of credit was established to
fund additional capital improvements.  At the end of the two year revolving
period, the outstanding balance may be converted to a term loan with the same
maturity and payment terms as the original term loan portion of the facility. 
Both the term loan and the revolving line of credit are secured by a lien
(subordinate to the lien of the Mortgage Bond Indenture (see 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 weighted average interest rate on the term loan
at September 30, 1995 was 8.28%.  The Company fixed the rate on this long-term
facility for a five year period at 8.18% on July 26, 1995.  Interest is 
payable monthly.

   The two year revolving line of credit also has various interest rate 
options, including a variable rate at 1% above the prime rate and LIBOR rate 
options plus 1.9%, fixed for various short term periods including 30, 60, or 
90 days.  Interest is payable monthly.  At September 30, 1995, the 
outstanding balance on the two year revolving line of credit was $735,000 and 
the weighted average interest rate payable at that time was 8.21%.  Only a 
portion of the $735,000 balance is carried as long-term debt since a total of 
$80,022 is reimburseable by the State of Connecticut.  (See Note C - Accrued
Utility Revenue).

   The Company has also obtained an additional one year, unsecured line of
credit of up to $600,000 to be used for working capital purposes.  The balance
of the working capital line must be reduced to zero for at least one full 
month during the course of the year in order for the facility to be eligible
for renewal.  The working capital line of credit also provides for interest 
rate options, including a variable rate at 0.25% 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 two year revolving 
line of credit.  The outstanding balance of the working capital line of 
credit at September 30, 1995 was $80,000, and the interest rate payable at 
that date was 9.00%.

   All three facilities provide that a default under one 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 H - ACCOUNTS PAYABLE AND ACCRUED EXPENSES
----------------------------------------------
<TABLE>
<CAPTION>
                                         Sept 30,      Dec. 31,      Sept 30,
                                         1995          1994          1994
                                         --------      --------      --------
<S>                                      <C>           <C>           <C>
Accounts Payable                         $121,126      $116,467      $205,219

Accrued Expenses:
  Taxes                                   154,036       182,601       152,507
  Interest                                 37,876       151,130        39,942
  Other                                   161,538       125,223       147,499
                                          -------       -------       -------
                                         $474,576      $575,421      $545,167
                                          =======       =======       =======
</TABLE>

   The fluctuation in "Accounts Payable" primarily reflects the timing of
construction project liabilities and their subsequent payments.  The 
fluctuation in accrued taxes primarily refelcts the timing of payments 
against municipal property tax liabilities.  The fluctuation in "Accrued 
Interest" reflects primarily the semi-annual interest payment requirement on 
the Company's bonds.  See Note G - Long Term Debt, First Mortgage Bonds.  
The fluctuation in other accrued expenses also reflects the timing of 
payments.  

Note I - DEFERRED GAINS ON LAND DISPOSITIONS
--------------------------------------------

   The DPUC has prescribed 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 nine months ended September 30, 1995 
and 1994, $79,249 and $96,677 (net of income taxes), respectively, of such 
deferred land disposition gains was included in income. 

   There was one "land sale" during the first nine months of 1995, resulting
from the receipt of a $200,000 instalment payment by a developer - see Note E,
Note Receivable, and Management's Discussion and Analysis - Other Income, Net
and Current Year Gain From Land Sales Net.  The gain recognized from this
payment in March, 1995 was $46,494, net of tax.  The remaining portion of this
gain was deferred and is to be amortized.  There were no land sales in 1994.

Note J - EARNINGS PER SHARE
---------------------------

   The Company has only one class of stock outstanding; earnings per share are
computed by dividing the outstanding weighted average shares of common stock,
on a year to date basis through the balance sheet date into the earnings for 
all periods presented.  The weighted average shares were 750,501 and 751,542 
for the quarter and nine month period ended September 30, 1995 and 749,168 
for both the quarter and nine months ended September 30, 1994.

Note K - RATE MATTERS
---------------------

   Effective August 4, 1993 and July 20, 1994, the DPUC granted the Company
additional revenues of $75,000 (1.86% increase) and $113,000 (2.75% increase),
respectively.

   The Company filed an application for a general rate increase with the DPUC
on July 3, 1995.  A decision on this application is anticipated in December,
1995.  The Company is unable to predict the amount of increase that the DPUC
will allow.

Note L - EQUITY
---------------

Stock Option Plans
------------------

   On September 13, 1994, the Company adopted two stock option plans.  A
nonemployee director option plan and a key employee option plan.  75,000 shares
were authorized under the two plans which 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 September 30, 1995, 
options for 57,750 shares had been granted to directors and employees of 
the Company under both plans.  The option plans and all options issued were 
approved by the Company's shareholders at their Annual Meeting on May 17, 
1995 and by the DPUC on May 24, 1995.  The shares of the Company stock 
to be issued under the two plans were registered under the Securities Act of 
1933 by the filing of Registration Statements on Form S-8 with the Securities
and Exchange Commission on July 25, 1995.

Dividend Reinvestment Plan
--------------------------

   On September 13, 1994, the Company adopted 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 plan was 
approved by the DPUC on May 24, 1995 and registration of the shares under the 
various applicable securities laws was completed on June 18, 1995.

                                   ITEM II

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 RESULTS OF OPERATIONS AND FINANCIAL CONDITIONS

RESULTS OF OPERATIONS
---------------------

Net Income
----------

   Net income decreased $22,730 (16%) to $115,241 in the third quarter of 1995
from $137,971 in the third quarter of 1994.  For the nine months ended 
September 30, 1995, net income decreased $5,222 (2%) to $250,140 from 
$255,362 for the first nine months of 1994.  These decreases for both periods 
were primarily caused by the decreases in deferred income on land 
dispositions and increased interest expense and were partially offset for the
nine months by increased other income.

Operating Revenues
------------------

   For the third quarter, 1995, operating revenues increased by $66,769 (6%)
when compared to the same period of 1994.  This increase was primarily the
result of higher residential and commercial consumption in 1995 due to the
record dry, hot summer.

   For the nine months ended September 30, 1995, operating revenues increased
$120,722 (4%) reflecting the July 20, 1994 rate increase (see Note K to the
Financial Statements), as well as, increased residential and commercial water
consumption.

Operating Expenses
------------------

   Operating expenses increased $63,181 (7%) when comparing the third quarter
of 1995 to the third quarter of 1994.  The primary contributor was purchased
water expense, which increased $47,775 (28%).   The total increase was due 
primarily to increased water consumption in 1995 required during the record 
dry and hot summer months of 1995.  

   Operating expenses for the nine months increased $121,866 (5%).  The 
primary contributors to this nine month increase were:

   -   Operations and Maintenance expense which increased $50,839 (4%),
       primarily due to the increased cost of collection efforts on past
       due accounts primarily during the first quarter of 1995.

   -   Purchased Water expense increased $43,887.

   -   Administrative and General Expense increased $21,234 (3%) 
       reflecting a 4% increase in salary costs, increased supplies
       expense and professional service costs.

   -   Depreciation expense increased $21,466 as a result of the
       increase in utility plant.

   -   Reduction in taxes on income due to lower taxable income for the
       nine months, partially offset the impact of the increased
       expenses noted above.

Utility Operating Income
------------------------

   The Company's utility operating income was $216,079 for the third quarter 
of 1995 as compared to $212,491 in the same quarter of 1994.  For the nine 
months utility operating income remained relatively the same at $491,278 in 
1995 versus $492,422 in 1994.

Amortization of Prior Year's Deferred Income
 on Land Dispositions, net
--------------------------------------------

   This item of income decreased $2,670 for the quarter and $14,598 for the 
nine months ended September 30, 1995 versus the comparable September 30, 1994 
period.  The decrease in deferred land sale income results from the fact that
such income is amortized partially based on "sum of the years digits method."

Other Income, Net and Current Year Gain on Land Sales, Net
----------------------------------------------------------

   Other income, net decreased $5,467 for the quarter ended September 30, 1995
compared to the quarter ended September 30, 1994, primarily due to a reduction
in interest income resulting from a lower note receivable principal amount due
after the March, 1995 $200,000 payment.  This payment resulted in the current
year gain on land sales of $46,494, reflected in the first quarter and nine
months ended September 30, 1995 - See Note I Deferred Gain on Land Dispositions.

   On a nine months year to date basis, this category increased $30,855
primarily the result of increased interest income due to higher rates on the
prime based note receivable from the developer.

Interest and Amortization of Debt Discount and Expense
------------------------------------------------------

   Interest expense during the third quarter and nine months ended September 
30, 1995 increased $18,181 and $66,829 respectively, over interest expense 
during the same periods of 1994.  The increase results from both higher 
interest rates on the Company's variable rate indebtedness and from higher 
levels of debt incurred primarily to finance the construction of utility 
facilities. 

                             FINANCIAL CONDITION
                             -------------------

   The Company applied to the Department of Public Utility Control ("DPUC") 
on July 3, 1995 for authority to increase rates generally.  This
is the Company's first full rate case since 1991.  The 1991 application
resulted in a settlement agreement and a series of reopeners in 1993 and 
1994.  The amount of the increase to be granted by the DPUC, which is unknown
at this time, should become effective in December 1995 or January 1996.

   The Company projects that for the year 1995 it will have sufficient funds
available from operations to meet its operational needs.  It will not, however,
be able to generate sufficient funds from sales of water to satisfy all of its
construction plans.  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.  The Company believes that by 
selling excess lands it can generate sufficient equity capital to support its
10 year capital budget, currently estimated at $8,246,000.  Such land 
dispositions are subject to approval by the DPUC.

   The Company's present 1995 Capital Budget of $1,128,000 is two tiered.  The
first tier, totalling $281,000 for routine annual expenditures for services,
mains, hydrants and meters which are expected to be financed with internally
generated funds.  The 1995 tier one budget also includes $30,000 of capital
expenditures for Level "A' Mapping to be used in the process of protecting the
Housatonic Well Field aquifer.

   The second tier of the 1995 Capital Budget consists of replacements and
betterments which are part of the Company's Long Term Capital Improvement
Program and includes $817,000 of budgeted plant additions.  Plant additions 
from this part of the 1995 budget will require external financing in addition
to the Company's line of credit.  The 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 1995.

   The 1990 agreement by and between the Company and a local developer 
regarding the installment sale of approximately 152 acres of land in Seymour 
was modified in 1994.  The 1994 modification provided for an interim payment 
of $200,000 on the $1,213,222 unpaid balance on or before March 31, 1995, 
which interim payment was received March 29, 1995, and the $1,013,222 balance
no later than November 30, 1995. (See Note 3 to the Financial Statements).  
The Company received the payment for the balance, together with all accrued
interest, on November 14, 1995.

   As of September 30, 1995, the Company has approximately 1,425 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.  Such land dispositions are subject to approval by the DPUC.

   The Company is actively pursuing new sales of real property.  Because of 
the delays required by the regulatory process, however, it does not expect to
be able to consummate any such sales during 1995 other than receiving the 
$1,013,222 proceeds from the developer mentioned above, even if current 
discussions lead to a sales agreement in the near future.

   In 1994 the Company entered into a credit facility with Fleet Bank, N.A.
consisting of $1,500,000 of new long term debt due in the year 2004 and a new,
additional, secured, two-year line of credit also in the principal amount of
$1,500,000.  The new, secured line of credit is being used to provide funds to
continue the Company's construction program; at the Company's option it may be
converted to an eight year term loan at the end of the two year revolving
period.  The Company also obtained an additional one-year, unsecured line of
credit in the amount of $600,000 to be used for working capital purposes.  In
April, 1994 when the 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 two year
revolving line of credit) would exceed 67% of the Company's total
capitalization.

   The outstanding balance under the two year revolving line of credit at
September 30, 1995 was $735,000.  The effect of the limitation noted above
was, as of September 30, 1995, to prohibit the Company from taking any
additional advances under the revolving line of credit for use on budgeted 
projects until such time as the Company obtains additional equity
capital.  A combination of the increase to equity from both fourth quarter
operating earnings and the gain from the $1,013,222 proceeds received
from the developer, which has been applied to reduce debt amounts, will be 
sufficient to allow additional borrowings.

   In 1994 the Company's Board of Directors approved a common stock Dividend
Reinvestment Plan (the "Plan") pursuant to which shareholders will be entitled
to purchase up to 70,000 new shares of the Company's common Stock by applying
to the purchase price of the new shares cash dividends which otherwise would 
be issued by the Company with respect to its existing common stock.  The 
Dividend Reinvestment Plan provides that the purchase price for the new 
shares will be their fair market value at the time of the purchase.  The plan 
was approved by the DPUC on May 24, 1995.  The Company cannot predict what 
percentage of its cash dividends will from time to time be reinvested in new 
shares of the Company's Common Stock.   On June 30, 1995, $7,164 of the 
$89,900 dividend paid on that date was reinvested by shareholders, and on 
September 30, 1995, $11,699 of the $89,984 dividend paid on that date was 
reinvested by shareholders. 


                               SIGNATURES
                               ----------

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


                                          BIRMINGHAM UTILITIES, INC.
                                          Registrant



                                          /s/ Aldore J. River
Date:  November 14, 1995                  Aldore J. Rivers, President



Date:  November 14, 1995                  /s/ Paul V. Erwin
                                          Paul V. Erwin, Treasurer