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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


                   QUARTERLY REPORT UNDER SECTION 13 OR 15 (D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                        FOR QUARTER ENDED MARCH 31, 2002

                         COMMISSION FILE NUMBER 1-16205

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


           CONNECTICUT                                     06-0878647
           -----------                                     ----------
     (State of Incorporation)                        (IRS Employer I.D. No.)

    230 BEAVER STREET, ANSONIA, CT                            06401
    ------------------------------                            -----
(Address of principal executive office)                     (Zip Code)


       Registrant's Telephone Number, Including Area Code: (203) 735-1888
                                                           --------------


     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 May 1, 2001
     --------------------------                    --------------------------
     COMMON STOCK, NO PAR VALUE                             1,632,879

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                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
        --------------------
                           BIRMINGHAM UTILITIES, INC.
                   STATEMENTS OF INCOME AND RETAINED EARNINGS
                   ------------------------------------------
                                   (Unaudited)
                                   -----------
                                                   Three Months Ended March 31,
                                                      2002              2001
                                                  -----------        -----------
Operating Revenue                                 $ 1,037,149        $ 1,092,352
                                                  -----------        -----------
Operating Expenses:
   Operating Expenses                                 657,447            615,983
   Maintenance Expenses                                69,420             69,597
   Depreciation                                       137,499            130,002
   Taxes Other Than Income Taxes                       88,163             86,226
   Taxes on Income                                      4,409             16,760
                                                  -----------        -----------
Total Operating Expense                               956,938            918,568
                                                  -----------        -----------
Utility Operating Income                               80,211            173,784

Amortization of Prior Years'
   Deferred Income on Land Dispositions
   (Net of income taxes of $ 40,566
   in 2002 and $9,607 in 2001)                         98,694             16,131

Other income, net (including allowance
   for funds used during construction of
   $13,358 in 2002 and $16,538 in 2001)                42,491             33,151
                                                  -----------        -----------
Income before interest expense                        221,396            223,066

Interest and Amortization of Debt Discount            106,584            142,196
Income from dispositions of land                         --                 --
                                                  -----------        -----------
Net income                                        $   114,812        $    80,870

Retained earnings, beginning                       10,146,829          5,435,602
Dividends                                             244,932            235,839
                                                  -----------        -----------
Retained earnings, ending                         $10,016,709        $ 5,280,633
                                                  ===========        ===========

Earnings per share - basic                        $       .07        $       .05
                                                  ===========        ===========

Earnings per share - diluted                      $       .07        $        05
                                                  ===========        ===========

Dividends per share                               $       .15        $      .145
                                                  ===========        ===========

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

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<PAGE>
                           BIRMINGHAM UTILITIES, INC.
                                 BALANCE SHEETS

                                                 (Unaudited)
                                                   March 31,        Dec. 31,
                                                     2002             2001
                                                --------------   --------------
ASSETS:
-------
Utility Plant                                   $   25,425,228   $   25,141,679
Accumulated depreciation                            (7,603,032)      (7,465,532)
                                                --------------   --------------
Net Utility Plant                                   17,822,196       17,676,147
                                                --------------   --------------
Current Assets:
      Cash and cash equivalent                       2,439,625        3,039,640
      Accounts receivable, net of
       allowance for doubtful accounts                 416,235          480,849
      Accrued utility revenue                          428,665          458,996
      Materials & supplies                             152,986          109,033
      Prepayments                                      153,204           44,943
                                                --------------   --------------
                Total current assets                 3,590,715        4,133,461
                                                --------------   --------------

Deferred Charges                                       102,534           62,303
Unamortized debt expense                               118,254          122,894
Regulatory asset - income taxes recoverable            355,636          355,636
Other assets                                           325,674          330,146
                                                --------------   --------------
                                                       902,098          870,979
                                                --------------   --------------
                                                $   22,315,009   $   22,680,587
                                                ==============   ==============
STOCKHOLDERS' EQUITY AND LIABILITIES
------------------------------------
Stockholders' Equity:
   Common Stock, no par value, authorized
   2,000,000 shares; issued and outstanding
   3/31/02- and 12/31/01- 1,632,879             $    2,947,366   $    2,929,756
   Retained earnings                                10,016,709       10,146,829
                                                --------------   --------------
                                                    12,964,075       13,076,585
                                                --------------   --------------
Long-term debt                                       4,136,000        4,136,000
                                                --------------   --------------
Current Liabilities:
      Current portion of long term debt                 94,000           94,000
      Accounts payable and accrued liabilities         462,488          613,189
                                                --------------   --------------
                Total current liabilities              556,488          707,189
                                                --------------   --------------

Customers' advances for construction                   431,813        1,191,030
Contributions in aid of construction                 1,955,152        1,195,934
Regulatory liability-income taxes refundable           149,617          149,617
Deferred income taxes                                1,420,735        1,383,843
Deferred income on disposition of land                 701,129          840,389
                                                --------------   --------------
                                                     4,658,446        4,760,813
                                                --------------   --------------
                                                $   22,315,009   $   22,680,587
                                                ==============   ==============

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

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<PAGE>
                           BIRMINGHAM UTILITIES, INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                  Three Months Ended March 31,
Cash Flows From Operating Activities                 2002             2001
                                                --------------   --------------
  Net Income                                    $      114,812   $       80,870
                                                --------------   --------------
Adjustments to reconcile net income to net
  cash used in operating activities:
Depreciation and amortization                          151,579          143,061
Amortization of deferred income, net of tax            (98,694)         (16,131)
  Increases and decreases in assets
  and liabilities:
Accounts receivable and accrued utility
  revenue                                               94,945           16,950
Materials and supplies                                 (43,953)         (40,882)
Prepayments                                           (108,511)         (69,461)
Accounts payable and accrued expenses                 (150,701)        (128,077)
Deferred income taxes                                   (3,675)          (3,675)
                                                --------------   --------------
Total Adjustments                                     (159,010)         (98,215)
                                                --------------   --------------
Net cash flows used in operating activities            (44,198)         (17,345)
                                                --------------   --------------
Cash flows from investing activities:
  Net construction expenditures                       (283,549)        (292,109)
  Other assets and deferred charges, net               (44,947)         (29,218)
                                                --------------   --------------
Net cash flows used in investing activities           (328,496)        (321,327)
                                                --------------   --------------
Cash flows from financing activities:
  Increase in current note payable                           -          545,000
  Dividends paid - net                                (227,321)        (218,055)
                                                --------------   --------------
Net cash flows provided by (used in)
  financing activities:                               (227,321)         326,945
                                                --------------   --------------
Net decrease in cash and cash equivalents             (600,015)         (11,727)
Cash and cash equivalents, beginning                 3,039,640           41,726
                                                --------------   --------------
Cash and cash equivalents, ending               $    2,439,625   $       29,999
                                                ==============   ==============
Supplemental disclosure of cash flow information:
  Cash paid for
    Interest                                    $      227,321   $      248,680
    Income Taxes                                        67,000                -
                                                --------------   --------------
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                      $      283,549   $      292,109
    Customers' advances for construction                     -                -
                                                --------------   --------------
    Capital expenditures, net                   $      283,549   $      292,109
                                                ==============   ==============

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

                                        4
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                           BIRMINGHAM UTILITIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

     Birmingham Utilities, Inc. is a specially chartered public service
corporation in the business of collecting and distributing water for domestic,
commercial and industrial uses and fire protection. The Company provides water
to Ansonia and Derby, Connecticut and in small parts of the contiguous Town of
Seymour, with an aggregate population of approximately 31,000 people.

     The Company is subject to the jurisdiction of the Connecticut Department of
Public Utility Control ("DPUC") as to accounting, financing, ratemaking,
disposal of property, the issuance of long-term securities and other matters
affecting its operations. The Connecticut Department of Public Health (The
"Health Department" or "DPH") has regulatory powers over the Company under state
law with respect to water quality, sources of supply, and the use of watershed
land. The Connecticut Department of Environmental Protection "DEP") is
authorized to regulate the Company's operations with regard to water pollution
abatement, diversion of water from streams and rivers, safety of dams and the
location, construction and alteration of certain water facilities. The Company's
activities are also subject to regulation with regard to environmental and other
operational matters by federal, state and local authorities, including, without
limitation, zoning authorities.

     The Company is subject to regulation of its water quality under the Federal
Safe Drinking Water Act ("SDWA"). The United States Environmental Protection
Agency has granted to the Health Department the primary enforcement
responsibility in Connecticut under the SDWA. The Health Department has
established regulations containing maximum limits on contaminants, which have or
may have an adverse effect on health.

NOTE 1 - QUARTERLY FINANCIAL DATA
---------------------------------
     The accompanying financial statements of Birmingham Utilities, Inc. (the
"Company") have been prepared in accordance with generally accepted accounting
principles, without audit, except for the Balance Sheet at December 31, 2001,
which has been audited. The interim financial information conforms to the
instructions to Form 10-Q and Rule 10-01 of Regulation S-X and, as applied in
the case of rate-regulated public utilities, complies with the Uniform System of
Accounts and ratemaking practices prescribed by the authorities. Certain
information and footnote disclosures required by generally accepted accounting
principles have been omitted, pursuant to such rules and regulations; although
the Company believes that the disclosures are adequate to make the information
presented not misleading. For further information, refer to the financial
statements and accompanying footnotes included in the Company's Annual Report on
Form 10-K, as amended, for the year ended December 31, 2001.

     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, 2002 and March 31, 2001 would not necessarily accurately
forecast the annual results of each year.

                                        5
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NOTE 2 - CALCULATION OF WEIGHTED AVERAGE SHARES OUTSTANDING-DILUTED
-------------------------------------------------------------------
     The following table summarizes the number of common shares used in the
calculation of earnings per share.
                                                      Three Months Ended
                                                    3/31/02          3/31/01
                                                --------------   --------------
Weighted average shares outstanding
 for earnings per share, basic                       1,632,879        1,623,071

Incremental shares from assumed
 conversion of stock options                            35,925           30,755
                                                --------------   --------------
Weighted average shares outstanding
 for earnings per share, diluted                     1,668,804        1,653,826
                                                ==============   ==============

NOTE 3 - LAND SALES
-------------------
     On August 17, 2001, the Company sold 322 acres of unimproved land in
Seymour, Connecticut to the State of Connecticut, Department of Environmental
Protection ("DEP") for $4,338,000. The DEP exercised its right to purchase this
property in accordance with Section 16-50d of the Connecticut General Statutes.
Notification for this purchase was given to the Company by the DEP on February
13, 2001, subsequent to the DPUC decision approving a sale to Toll Brothers,
Inc. ("Toll Bros.") for the same price. The funds from this sale were held in
escrow until September 25, 2001 when Toll Bros. agreed to remove all legal
actions it had filed in regard to its contractual rights and administrative
appeals for this sale. The total gain on this sale amounted to $2,288,297 of
which $206,176 was deferred and will be recognized over a 3-year period as
approved by the DPUC.

     On June 28, 2001, the Company sold 570 acres of unimproved land in Ansonia
and Seymour, Connecticut, to the DEP for $5,250,000. An additional $250,000 was
contributed by the City of Ansonia for a total selling price of $5,500,000. This
land was sold below market value, and therefore, the transaction was classified
as a bargain sale for income tax purposes. The net gain from the sale amounted
to $3,350,000 of which $315,698 was deferred and will be recognized over a
3-year period as approved by the DPUC. As a result of the bargain sale, the net
gain includes tax deductions of $571,300 of which $407,400 will be carried
forward to reduce the Company's tax liability in subsequent years. The $571,300
tax deduction is comprised of contribution deductions and state tax credits of
$2,316,600 offset by a valuation allowance of $1,745,300.

     On April 18, 2001, the Company sold a small parcel of property,
approximately one quarter of an acre in Ansonia, CT to Giaimo Associates for
$30,000. The net gain on this transaction amounted to $16,956. The DPUC was not
required to approve this transaction, as the sales price was less than the
required threshold of $50,000.

     The Company expects on or around May 17, 2002 that it will file an
application with the DPUC for the sale of approximately 27 acres of excess water
company lands. The

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Department of Environmental Protection has notified the Company of its intent to
purchase this property. The sales price is expected to approximate $575,000. The
company sees no reason why the DPUC would not approve this transaction.

NOTE 4 - HOLDING COMPANY
------------------------
     On January 17, 2002 the Company, in accordance with Section 16-47 of the
Connecticut General Statutes, filed an application with the DPUC requesting
approval for the establishment of a holding company. The Company believes the
holding company structure will better support business opportunities that exist
in the marketplace and separate these activities from regulated company
activities. On April 15, 2002 the DPUC issued a draft decision granting approval
of the holding company structure. A final decision on this matter will take
place in May.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        -----------------------------------------------------------------------
        OF OPERATIONS
        -------------
     Management's Discussion and Analysis of Financial Condition and Results of
Operations contained in the Company's Annual Report on Form 10-K, as amended,
for the year ended December 31, 2001, should be read in conjunction with the
discussion below.

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, 2002 and
2001, the Company's additions to utility plant, net of customer advances, were
$283,549 and $292,109, respectively. (see Statement of Cash Flows). These
additions were financed primarily from external sources, namely proceeds from
land sales.

     The Company has outstanding $4,230,000 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 certain dividends. It does not, however, restrict the issuance of either long
term or short-term debt, which is either unsecured or secured with liens
subordinate to the lien of the Mortgage Indenture.

     The Company also maintains a $5,000,000 two-year, unsecured revolving line
of credit. During the revolving period, the Company can choose between variable
rate options of 30, 60, 90 or 180-day LIBOR plus 100 basis points or the Prime
Rate plus 0%. The Company is required to pay interest only during the revolving
period. The loan is payable in full at maturity. The DPUC approved the loan
transaction on July 26, 2000. This $5,000,000 two-year, unsecured revolving line
replaced the Company's $2,100,000 secured line of credit, which expired on July
31, 2000. There were no outstanding borrowings on the revolving line of credit
on March 31, 2002.

     The Company's 2002 Capital Budget of $2,081,000 is two-tiered. The first
tier, which consists of typical capital improvements made each year for
services, hydrants and

                                        7
<PAGE>

meters, is budgeted for $377,000 in 2002, and is expected to be financed
primarily with internally generated funds.

     The second tier of the 2002 Capital Budget consists of replacements and
betterments, which are part of the Company's Long Term Capital Improvement
Program, and includes $1,704,000 of budgeted plant additions. Plant additions
from this part of the 2002 budget will be financed by proceeds of the 2001 land
sales and with internally generated funds. 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 2002.

     The Company believes that through the sale of land in June and August of
2001, through the use of short-term borrowing and through the use of internally
generated funds, it can generate sufficient capital to support its 5-year
capital budget currently estimated at $8,250,000. Internally generated funds in
part are dependent on the extent of future rate relief. Future rate relief will
be a necessary component in the process of funding this 5-year capital program.

Results of Operations for the Three Months Ended March 31, 2002 and 2001.
-------------------------------------------------------------------------
     Net income for the three months ended March 31, 2002 was $114,812 compared
with $80,870 for the same 2001 period. Reduced interest charges and an increase
in the amortization of prior year land sales more than offset lower revenues and
increased operating expenses.

Operating Revenues
------------------
     Operating revenues for the first three months of 2002 of $1,037,149 are
$55,203 lower than operating revenues of $1,092,352, for the first three months
of 2001. A 4% reduction in water consumption from the residential and commercial
classes, and the loss of a major industrial customer in the second quarter of
2001 account for this decline.

Operating and Maintenance Expenses
----------------------------------
     Operating and Maintenance Expenses for the first three months of 2002 are
$41,287 above the comparable 2001 period. Increased legal fees, property and
liability insurance as well as shareholder expenses account for this variance.

Depreciation Expense
--------------------
     Depreciation expense for the first three months of 2002 is $7,497 higher
than comparable 2001 period due to depreciation expense relating to plant
additions that have continued throughout 2001 and into the first quarter of
2002.

                                        8
<PAGE>

Taxes Other Than Income Taxes
-----------------------------
     Taxes Other Than Income Taxes for the three-month period ended March 31,
2002 is $1,937 higher than the comparable 2001 period. A slight increase in
payroll taxes in 2002 as a result of higher wages and an increase in municipal
property taxes as a result of new utility plant additions accounts for this
increase.

Other Income
------------
     Other Income for the first three months of 2002 is $9,340 greater than the
comparable 2001 period. Investment interest income has been recorded in the
first quarter of 2002 as a result of excess funds from the 2001 land sales.

Interest Expense
----------------
     Interest Expense of $106,584 for the first quarter of 2002 is $35,612 lower
than the comparable 2001 period. All short-term borrowing was repaid during the
second quarter of 2001 due to the Company's land sales.

Land Dispositions
-----------------
     When the Company disposes of land, any gain recognized, net of tax, is
shared between ratepayers and stockholders based upon a formula approved by the
DPUC.

     The portion of land disposition income applicable to shareholders is
recognized in the year of disposition. There were no land sales in the first
quarter of 2002 and 2001.

     Land disposition income applicable to ratepayers is 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 $98,694 and $16,131 for the three months ended March 31, 2002 and 2001,
respectively.

     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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
        -----------------------------------------------------------
     The Company has certain exposures to market risk related to changes in
interest rates. There have been no material changes in market risk since the
filing of the Company's Annual Report Form10-K, as amended, for the fiscal year
ended December 31, 2001.

                                        9
<PAGE>

PART II.  OTHER INFORMATION
---------------------------

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
-----------------------------------------

  (a)   Exhibits - None

  (b)   Report on Form 8-K.  None filed during the first quarter of 2002.




























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<PAGE>

                                   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: May 9, 2002
      -----------

                                          /s/ John S. Tomac
                                          -------------------------------
                                          John S. Tomac, President
                                          (Duly Authorized signatory and
                                           Principal Financial Officer)

















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