SECURITIES AND EXCHANGE COMMISSION

                         Washington, D.C.  20549

                                FORM 10-K

(X)       ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

                     SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended         December 31, 1995        .
                          ----------------------------------

(    )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
                     SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________.

Commission file number 1-8060.

                            AQUARION COMPANY
                         ----------------------
         (Exact name of registrant as specified in its charter)

                         DELAWARE                     06-0852232     
               ----------------------------         ---------------
              (State or other jurisdiction of      (I.R.S. Employer
              incorporation or organization)      Identification No.)

        835 Main Street, Bridgeport, Connecticut         06601  
           -------------------------------------       ---------
        (Address of principal executive offices)       (Zip Code)

    Registrant's telephone number, including area code (203) 335-2333
                                                       --------------

     Securities registered pursuant to Section 12(b) of the Act:

 Title of each class    Name of each exchange on which registered
 -------------------    -----------------------------------------
    Common Stock,                New York Stock Exchange
    no par value
   Series A Junior               New York Stock Exchange
Participating Preferred
Stock Purchase Rights

     Securities registered pursuant to Section 12(g) of the Act:

                                  None                        
          -----------------------------------------------------
                            (Title of class)

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 by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part IV of this Form
10-K or any amendment to this Form 10-K.  [ X ]

The aggregate market value of the voting stock held by nonaffiliates of
the registrant:  $168,908,747. (Computed by reference to the closing
price of the Registrant's Common Stock on March 5, 1996, as reported on
the New York Stock Exchange-Composite Tape.)

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

            Class                Outstanding at March 5, 1996
           ------                ----------------------------

 Common Stock, no par value                6,884,334      
                                     --------------------

     The following documents have been incorporated by reference:

     1.   Annual Report to Shareholders for the year ended December 31,
          1995--PART I, Item 1; PART II, Item 5, Item 6, Item 7 and
          Item 8; PART IV.

     2.   Definitive Proxy Statement, dated March 21, 1996, for the
          Annual Meeting of Shareholders to be held on April 23, 1996--
          PART III.

<PAGE>
<PAGE>
                                 PART I

ITEM 1.  BUSINESS
-----------------
General

     Aquarion Company ("Aquarion") is a holding company whose

subsidiaries are engaged both in the regulated utility business of

public water supply and in various nonutility businesses.   


     Aquarion's utility subsidiary, Bridgeport Hydraulic Company (BHC),

and its subsidiaries, Stamford Water Company (SWC), New Canaan Water

Company (NCWC) and Ridgefield Water Supply Company (RWSC) (collectively

with BHC, the Utilities) collect, treat and distribute water to

residential, commercial and industrial customers, to other utilities for

resale and for private and municipal fire protection.  The Utilities

provide water to customers in 24 communities with a population of

approximately 500,000 people in Fairfield, New Haven and Litchfield

Counties in Connecticut.  These communities include those served by

other utilities to which water is made available by the Company's

Utilities on a wholesale basis for back-up supply or peak demand

purposes through the Southwest Regional Pipeline.  BHC is the largest

investor-owned water company in Connecticut and, with its SWC, NCWC and

RWSC subsidiaries, is among the 10 largest investor-owned water

companies in the nation.  The Utilities are regulated by several

Connecticut agencies, including the Connecticut Department of Public

Utility Control (the DPUC).



     Aquarion is also engaged in various nonutility activities.  The

Company conducts an environmental testing laboratory business through

its Industrial and Environmental Analysts group of subsidiaries

(collectively, IEA).  IEA performs testing to determine the nature and

quantity of contamination in sampled materials, including hazardous

wastes, soil, air and water.  IEA provides a range of environmental

analytical testing capabilities, including routine and customized

analysis of organic and inorganic contaminants.  IEA's testing services

are conducted at five regional environmental testing laboratories in

Connecticut, Illinois, Massachusetts, New Jersey and North Carolina. 

IEA's laboratories are subject to governmental regulation at both state

and federal levels.  Its clients include engineering consulting firms,

industrial and commercial corporations and government entities.  The

laboratories located in North Carolina, New Jersey and Connecticut

participate in the U.S. Environmental Protection Agency's Contract

Laboratory Program.


     Aquarion owns Timco, Inc. (Timco), a timber processing company

based in New Hampshire.  At Timco's sawmill complex, lumber is cut and

packaged for sale to wholesalers and retailers.  Aquarion is also

engaged in several utility management service businesses through its

Hydrocorp, Inc. (Hydrocorp) and Aquarion Management Services, Inc. (AMS)

subsidiaries and owns Main Street South Corporation (MSSC), a small real

estate subsidiary formed in 1969 to assist the Utilities in marketing

surplus land.



     The Company was incorporated in Delaware as The Hydraulic Company

in 1969 to become the parent company to BHC, a Connecticut corporation

founded in 1857.  The corporate name was changed to Aquarion Company in

1991.  The Company's executive offices are located at 835 Main Street,

Bridgeport, Connecticut  06601-2353, and its telephone number is

(203) 335-2333.


Recent Developments

     Rates.    On January 26, 1996, BHC notified the DPUC of its intent
     -----
to increase its water services rates and charges by 12 percent or

$7,100,000.  BHC will file a formal application with the DPUC on or

before March 26, 1996, but no sooner than February 26, 1996.  


     As part of the application, BHC will request an opportunity to re-

open the application in 1997 to include the cost of the $50,000,000

Hemlocks Filtration Plant.  If approved, water service rates at that

time will increase by an additional 10 percent approximately, plus a

cumulative CWIP rate surcharge, which is estimated to be 11 percent at

that time.


     On October 13, 1995, SWC, NCWC and RWSC, collectively, filed a rate

application with the DPUC for a 9 percent water service rate increase

designed to provide a $1,373,000 increase in annual water service

revenues.  As part of that application, these companies propose to

equalize the meter rates and service charges of all three companies, and

to consolidate the operations of all three companies at the SWC

headquarters.


     On October 20, 1994, BHC filed with the DPUC an application to

implement a Construction-Work-in-Progress (CWIP) water rate surcharge in

order to recover 90 percent of the carrying costs of capital used in the

construction of a filtration plant at its Hemlocks Reservoir in

Fairfield, Connecticut.  This plant, mandated by the Federal Safe

Drinking Water Act of 1974 (the SDWA), as amended, is estimated to cost

approximately $50,000,000.  BHC will file applications with the DPUC

quarterly to increase this surcharge as construction continues through

1997, at which time the filtration facilities are expected to be

operational and subject to general ratemaking regulations.  On December

6, 1995, a 4.27 percent CWIP rate surcharge was approved that will

increase BHC's revenues by $2,585,000 on an annual basis.  During 1995,

revenues from the CWIP rate surcharge were $1,245,000.  On January 19,

1996, BHC filed an application to increase this surcharge to

5.52 percent, which would increase BHC's revenues by an additional

$756,000 to $3,341,000 on an annual basis.


     There is no certainty that any given rate increase will produce the

intended level of revenues or the allowed return on equity.  See "Public

Water Supply--Rates and Regulations."


     Utility Acquisition.  On October 12, 1995 Aquarion completed the
     -------------------
acquisition of The New Canaan Water Company (NCWC) and Ridgefield Water

Supply Company (RWSC) for 123,053 shares of Aquarion common stock with a

market value of $2,828,692 and the repayment of certain indebtedness of

The New Canaan Company (NCC) in an amount of $100,000.  Immediately

after the acquisition closed, the parties completed a property exchange

whereby the Monroe Environmental Leasing Partnership (MELP) transferred

to NCWC a commercial building and the property on which it is situated,

NCWC transferred a reservoir and related property to the Second Taxing

District of Norwalk (STD) and STD in turn paid $2,200,000 to MELP, which

also received $214,157 from Aquarion.  The property exchange resulted in

net income to Aquarion of approximately $1,100,000 or $.16 per share. 

This acquisition was accounted for as a pooling of interests and the

Company's financial statements have not been restated for previous years

due to the limited impact on consolidated operating results for 1995. 

Consolidated annual revenues from NCWC and RWSC were approximately

$3,300,000 and $2,900,000 for the year-ended December 31, 1995 and 1994,

respectively.


     Management Succession.  On October 1, 1995, the Company implemented
     ---------------------
a management succession plan under which Jack E. McGregor became

chairman of the board, succeeding William S. Warner, who was elected

vice chairman.  Succeeding McGregor as president and chief executive

officer of Aquarion was Richard K. Schmidt, who was president and chief

executive officer of IEA.  Janet M. Hansen was named an executive vice

president, retaining her title as chief financial officer and treasurer,

and David C. Houle, senior vice president and chief operating officer of

IEA, became president of IEA.


     Subsequent Event.  On February 29, 1996, the Company signed a stock
     ----------------
purchase agreement to purchase all of the outstanding shares of the

common stock of Sea Cliff Water Company (SCWC), a subsidiary of Emcor

Group, Inc., for approximately $2,600,000 in cash, which is subject to

adjustment at the closing.  SCWC, which has approximately 4,300

customers, serves a portion of Nassau County in Long Island, New York,

and has approximate annual revenues of $2,000,000.  The proposed

acquisition requires the approval of the New York Public Service

Commission.

                                    -2-
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<PAGE>
Utility Construction Program

     The Utilities are engaged in a continuing construction program

mandated by legislative and regulatory requirements, as well as for

infrastructure replacements.  The Utilities expended $38,100,000,

$17,739,000 and $16,300,000 in 1995, 1994 and 1993, respectively, for

plant additions and modifications of existing plant facilities,

excluding an allowance for funds used during construction (AFUDC).  The

1995  expenditures were made primarily for construction of water

treatment plants at the Hemlocks, Lakeville and Norfolk reservoirs and

installation of water mains, service connections and meters.


     Utility capital expenditures for 1995 aggregated $38,100,000 and

budgeted expenditures for 1996, most of which management believes should

not be postponed, are approximately $40,400,000.  Approximately

53 percent of these expenditures will be devoted to compliance with the

SDWA, which requires filtration or alternative water treatment measures

for BHC's major unfiltered surface water supplies.  The total capital

cost of water filtration or alternative treatment measures for such

supplies at Hemlocks, Lakeville and Norfolk Reservoirs through

December 31, 1995 was approximately $26,100,000.  Management estimates

that the total of such costs for 1996 and 1997 will approximate

$32,100,000, without adjustment for inflation, including $21,300,000

expected to be incurred in 1996.  Approximately $27,400,000 of the

projected 1996 and 1997 water treatment costs will be incurred in

construction of the filtration facility for the Hemlocks reservoir.  The

remaining $4,700,000 of estimated filtration expenditures over the next

two years is budgeted for filtration facilities for BHC's Lakeville and

Norfolk Reservoirs.  Part of the cost associated with the Hemlocks

facility is expected to be offset by CWIP rate surcharges which, at the

DPUC's discretion, permit the recovery of 90 percent of the carrying

cost of capital used in construction of SDWA-mandated water treatment

facilities.  Management cannot predict whether future federal, state or

local regulation will require additional capital expenditures.


     The Company's ability to finance its future construction programs

depends in part on future rate relief and the level of CWIP rate

surcharges.  In light of the Company's substantial funding requirements,

the Company will need additional debt and equity capital to finance

future utility construction.  See "Item 7. Management's Discussion and

Analysis of Financial Condition and Results of Operations - Capital

Resources and Liquidity" and "Business--Public Water Supply--Rates and

Regulation."
 

Industry Segment Information

     The Company's operations are grouped into four industry segments:

public water supply; environmental laboratories and utility management

services; timber processing; and, real estate. The consolidated

operating revenues of the Company for the year ended December 31, 1995

were derived from the following sources: 66 percent from public water

supply, 21 percent from environmental laboratories and utility

management services, 8 percent from timber processing, and 5 percent

from real estate, including both MSSC and surplus utility land sales.

For additional information concerning each segment for each of the years

ended December 31, 1995, 1994, and 1993, see "Note 10" of "Notes to

Consolidated Financial Statements" and "Item 7.  Management's Discussion

and Analysis of Financial Condition and Results of Operations."


Public Water Supply

     Service Area.  The Utilities are engaged in the collection,
     ------------
treatment and distribution of water for public and private use to

residential, commercial, and industrial users, and for municipal and

private fire protection services in 24 communities in parts of

Fairfield, Litchfield and New Haven counties in Connecticut. The

Utilities also sell, as requested, water for redistribution to customers

of the First and Second Taxing Districts' Water Departments of the City

of Norwalk, Connecticut, and Connecticut-American Water Company through

the Southwest Regional Pipeline in Fairfield County.

                                    -3-
<PAGE>
<PAGE>
     The communities served by the Utilities as of December 31, 1995

have a population of approximately 500,000, and the total number of

customer accounts as of that date was approximately 131,000.  The

Utilities' service areas, primarily residential in nature, have

experienced an average growth in accounts of approximately 1 percent per

year over the last 10 years.  Industrial use has declined significantly

in that time period, and the residential characteristics of the area

have changed, indicating an increase in the percentage of apartment

dwellings and condominium units.  Management does not anticipate any

significant growth in residential consumption in the foreseeable future,

and expects continued decline in industrial use and little or no

commercial growth.


     The operating revenues of the Utilities for the 12 months ended

December 31, 1995 were derived from the following sources:  60 percent

from residential customers, 16 percent from commercial customers, 4

percent from industrial customers, 14 percent from fire protection

customers, and 6 percent from other sources.


     Seasonality.  The business of the Utilities is subject to seasonal
     -----------
fluctuations and weather variations.  The demand for water during the

warmer months is generally greater than during the cooler months,

primarily due to additional water requirements of industrial, commercial

and residential cooling systems, and various private and public outdoor

uses such as lawn and golf course sprinkling.  From year to year and

season to season, demand will vary with rainfall and temperature levels.


     Water Supply.  Water is available from both surface and subsurface
     ------------
sources.  During 1995, approximately 90 percent of the water supplied by

the Utilities was provided by impounding reservoirs, 9 percent by

producing wells and 1 percent by purchased water.  As of December 31,

1995, the Utilities' reservoirs, well fields and interconnections with

other water utilities had an aggregate safe daily yield of 113.0 million

gallons.  Safe yield is an estimate of the supply capability during an

extended drought.  The average daily demand for water from the Utilities

in 1995 was 70.5 million gallons per day (MGD).  The reservoirs of the

Utilities have an aggregate storage capacity of 30.3 billion gallons.


     All of the Utilities' reservoirs and active wells are located on

property owned by the Utilities.  Management believes it has an adequate

water supply to satisfy the current and projected needs of its customers

within its territorial service area through at least the year 2040. 

During historical drought periods in the northeastern United States, the

Utilities have been able to accommodate the needs of their own customers

and to offer relief to supplement the supplies to neighboring

communities by water sales to utilities with which it has pipeline

interconnections. Supply and distribution needs of the Utilities undergo

constant review, and the Utilities continue to explore and develop

additional ground water-supplies and study alternative surface water

sources to meet anticipated future water requirements.


     The Connecticut Water Diversion Policy Act, enacted in 1982,

prohibits any future diversions of surface or ground water without a

permit from the state Department of Environmental Protection (DEP). 

Although this law "grandfathers" existing surface and ground-water

supplies that existed when it was enacted, any subsequent water

diversion that might be effected by the Utilities is subject to a

lengthy permit application process and approval by the DEP.  Diversion

permits granted pursuant to this law are subject to renewal when their

terms, which typically run from five to 10 years, expire.


     Rates and Regulation.  The Utilities are incorporated under and
     --------------------
operate as public water utilities by virtue of authority granted by

Special Acts adopted by the Connecticut legislature (the "Acts").  These

Acts have granted a non-exclusive franchise, unlimited in duration, to

provide public water supply to private and public customers in

designated municipalities and adjacent areas.  The Acts also authorize

the Utilities to lay their mains and conduits in any public street,

highway, or public ground; to use the water of certain rivers, streams,

or other waters in Fairfield, Litchfield and New Haven counties and from

certain locations along and in the Housatonic River and its tributaries,

subject to such consents and approvals as may be 

                                      -4-
<PAGE>
<PAGE>
required by law; and to exercise the power of eminent domain in connection 

with lands, springs, streams or ponds and any rights or interests therein 

that are expedient to or necessary for furnishing public water supply.  In 

the event of the exercise of such condemnation powers, the Utilities must 

pay appropriate compensation to those injuriously affected by such taking. 


     The Utilities are subject to regulation by the DPUC, which has

jurisdiction with respect to rates, service, accounting procedures,

issuance of securities, dispositions of utility property and other

related matters.  

     Rates charged by BHC, SWC, NCWC and RWSC are subject to approval by

the DPUC.  The Utilities continually review the need for increases of

water rates, and historically have sought rate relief in a timely manner

in light of increases in investment in utility plant, operating costs

and related financing costs, as well as other factors. 

     The following table sets forth information as to rate requests by

BHC, SWC, NCWC and RWSC and increases granted by the DPUC within the

last three years.

<TABLE>
<CAPTION>
                                         %                   Total                 Allowed Return  Allowed
            Date of       Amount     Increase   Effective  Increase    % Increase    On Utility   Return on
Company   Application    Requested  Requested     Date      Granted    Granted     Common Equity  Rate Base
--------  -----------    ---------  ---------   -------   ----------   ----------  -------------  ---------
<S>       <C>          <C>          <C>        <C>        <C>          <C>         <C>            <C>

BHC         2/5/93     $16,100,000    35.00%     8/1/93   $10,400,000     21.0%        11.6%        9.62%

RWSC       1/12/94         338,000    42.93%     7/19/94      273,000     33.1%          -          9.06%
</TABLE>

     The DPUC may allow a surcharge to be applied to rates in order to

provide a current cash return to water utilities on the major portions

of CWIP applicable to facilities, including filtration plants, required

for compliance with the SDWA.  See "Environmental Regulations."  The

surcharge is adjusted quarterly, subject to DPUC approval, to reflect

increased CWIP expenditures for SDWA facilities.  In connection with

BHC's construction of filtration facilities at its Hemlocks Reservoir,

the DPUC granted BHC an initial 0.82 percent CWIP rate surcharge in

December 1994.  BHC will file applications with the DPUC quarterly to

increase this surcharge as construction continues through 1997, at which

time the filtration facilities are expected to be operational and

subject to general ratemaking regulations.  See "Recent Developments."

     Aquarion is neither an operating utility company nor a "public

service company" within the meaning of the Connecticut General Statutes

and is not currently subject to general regulation by the DPUC. DPUC

approval is necessary, however, before Aquarion may acquire or exercise

control over any Connecticut public service company.  DPUC approval is

also required before any other entity can acquire or exercise, or

attempt to exercise, control over Aquarion.


     Connecticut regulations govern the sale of water company land and

treatment of land sale proceeds.  See "Item 2.  Properties."


     Environmental Regulations.  The Utilities are subject to regulation
     -------------------------
by the Connecticut Department of Public Health (DPH) with respect to

water quality matters, use of water from surface and subsurface sources,

the location, construction and operation of water supply facilities and

the sale of certain utility property.  Plans for new water supply

systems or expansion of existing water supply systems also must be

submitted to the DPH for approval.  The DEP is authorized to regulate

the operations of the Utilities with respect to water pollution

abatement, diversion of water from surface and subsurface sources, and

the location, construction and alteration of dams and other water

obstructions.

                                  -5-
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<PAGE>

     The Federal Clean Water Act (the Clean Water Act) of 1972, as

amended, regulates discharges of effluents into navigable waters.  A

joint federal and state permit system has been established to ensure

that applicable effluent limitations and water quality standards are met

in connection with the construction and operation of facilities which

affect or discharge into state or interstate waters.


     The Utilities are subject to regulation of water quality under the

SDWA, which provides for the establishment of uniform minimum national

quality standards by the Environmental Protection Agency (the EPA), as

well as governmental authority to specify the type of treatment process

to be used for public drinking water.  EPA regulations issued pursuant

to the SDWA set limits for, among other things, certain organic and

inorganic chemical contaminants, odor, turbidity, microbiological

contaminants and radioactivity.  The SDWA provides that the states have

the primary enforcement responsibility for public drinking water

systems, as long as the states' regulations are no less stringent than

those adopted pursuant to SDWA.  For certain of these water quality

standards the DPH has adopted regulations that in some instances impose

standards more stringent than those imposed under the federal

regulations.


     EPA regulations pursuant to SDWA include the Surface Water

Treatment Rule (SWTR), the Total Coliform Rule (TCR) and the Lead and

Copper Rule (LCR).  The water treatment requirements of SWTR mandate the

construction of filtration plants at BHC's Hemlocks, Lakeville and

Norfolk Reservoirs.  BHC has entered into consent agreements with DPH

establishing timetables for construction of filtration facilities at the

Hemlocks, Lakeville and Norfolk reservoirs and penalties if the

facilities are not completed within such timetables.  The Hemlocks plant

must be completed by June 29, 1998 or a $250,000 penalty will be

imposed.  Lesser penalties apply to the smaller facilities for Lakeville

and Norfolk, if not completed by June 29, 1997 and June 29, 1996,

respectively.  The Company anticipates that it will be able to meet the

construction timetables.  The TCR affects the Utilities by the

imposition of requirements for additional biological sampling and

monitoring.  The stringent requirements of the TCR may also result in

increased public notification relating to water quality.  The LCR

establishes corrosion control techniques and requires monitoring to

determine compliance with prescribed lead and copper levels in drinking

water.  If such levels are exceeded, a multi-year program involving

additional monitoring, public notification, state-supervised corrosion

control and treatment and replacement of lead service lines could

result.  After the first two required testing periods, the Utilities

were found to be in compliance with the LCR.  In 1994, the DPH

determined that the utilities were in compliance with Synthetic Organic

Chemical requirements and with Ground Water Under the Direct Influence

of Surface Water requirements, thereby avoiding additional potentially

significant treatment process construction costs.  Further SDWA-related

regulations are anticipated for such water quality parameters as

organics, inorganics and disinfection by-products and for enhanced

surface water treatment.  It is impossible to determine at this time the

ultimate impact these regulations will have on the Utilities.


     The Company currently estimates that future capital costs of

SWTR-mandated filtration facilities will approximate $32,100,000 for the

period 1996 through 1997, without adjustment for inflation.  At December

31, 1995, the Company had expended $26,100,000 for filtration facilities

currently under construction, of which $22,600,000 has been expended on

the Hemlocks Reservoir filtration facility and the remaining $3,500,000

at the Lakeville and Norfolk Reservoirs filtration facilities.   


     Water quality tests are made continuously at all of the Utilities'

water supply sources, and the Utilities believe they are in substantial

compliance with regulations promulgated in connection with the organic

chemical, inorganic chemical, physical, and bacteriological standards

for drinking water.  BHC has been voluntarily monitoring for Giardia and

cryptosporidium, water quality concerns addressed by the SWTR.  While

evidence of Giardia and cryptosporidium have been detected in some

surface water reservoir samples, none has been found in treated water

samples.

                                   -6-
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     Connecticut has established seven public water supply management

areas to coordinate the comprehensive planning of public water systems

and provide for the centralized regulation by the DPH of water resources

for water supply and other public purposes. Each area has a water

utility coordinating committee (WUCC) comprised of representatives of

the various public water systems and regional planning agencies in the

area.  BHC operations fall under four of the state's seven WUCCs, and

SWC operations fall under two WUCCs.  Each WUCC is required to establish

exclusive service areas for each public water system in the area.  The

DPH is authorized to resolve any disagreements among members of the

respective committees.  It is not possible at this time to predict the

full impact on the Utilities of the WUCC system and the associated

regulations and proceedings.


     Aquifer protection legislation in Connecticut requires each water

utility to conduct extensive groundwater data collection and groundwater

mapping of critical wellfield areas.  The DEP is also proposing land-use

regulations within these critical areas. The proposed legislation

mandates that each municipality designate an aquifer protection agency

to regulate land use in these areas. Finally, the DEP, in consultation

with the DPH and DPUC, is preparing guidelines for acquisition of lands

for proposed public water supply wellfields.  Regulations are still

being prepared for this program and the effect of this legislation and

related regulations cannot be determined at this time.  If BHC were

required to purchase additional land around its wellfields, the cost

could be substantial.


     Developments with respect to the identification and measurement of

various elements in water supplies and concern about the effect of such

elements on public health, together with possible contamination of water

sources, may in the future require the Utilities to modify all or

portions of their various water supplies, to develop replacement

supplies or to implement new treatment techniques.  Any such

developments would significantly increase the Utilities' operating costs

and capital requirements.  The Company expects that all such

expenditures and costs should ultimately be recoverable through rates

for water service, but there can be no assurance that this will be the

case.


     Certain dams owned by the Utilities are subject to inspection under

the National Dam Inspection Act as well as the Connecticut Dam

Registration Act, and dams owned by SWC in New York are subject to

inspection by the New York State Department of Environmental

Conservation.  The Utilities own 29 dams, 16 of which are subject to

federal inspection.  Although certain modifications and further studies

have been required, no material problems with respect to these dams have

been reported to the Company.


     The Utilities are required to obtain permits from the DEP for the

location, construction or alteration of any dam or reservoir, and to

secure the approval of the DEP for the diversion and use of water from

any surface or ground source for public use.  The Utilities have taken

all compliance actions required to date.


     SWC may be subject to health, safety and environmental regulation

by various state and local authorities in New York State with respect to

its properties located in New York.  SWC does not provide water to any

customers in New York.  The leasing or sale of land around reservoirs,

wellfields and some streams may be restricted by various Connecticut

statutes and regulations.  See "Item 2.  Properties."



Environmental Laboratories


     Laboratories.  The Company conducts an environmental testing
     ------------
laboratory business through IEA, which operates five laboratories in

Connecticut, Illinois, Massachusetts, New Jersey and North Carolina

through five corporate subsidiaries.  In September 1995, the Florida

facility was merged into the North Carolina laboratory.  IEA believes

that it is among the 20 largest environmental testing laboratory

businesses in the country.  IEA is headquartered at its Cary, North

Carolina, facility.  

                                -7-
<PAGE>
<PAGE>
     Environmental laboratories provide data to customers concerning the

nature and quantity of contaminants or hazardous substances present in

samples.  IEA offers a range of environmental analytical services,

including routine and customized testing of hazardous wastes, soil, air

and water. Additionally, IEA offers mixed waste/radiological testing at

its North Carolina laboratory.  IEA also provides asbestos testing and

sample collection services.


     Quality Control.  The ability to deliver accurate and precise test
     ---------------
results consistently is essential to a successful laboratory, and

testing samples must meet rigorous chain-of-custody requirements and

testing protocols to enable the test results to be used as evidence in

legal or regulatory proceedings.  IEA performs internal quality

assurance reviews to monitor consistent performance.  IEA is certified

in over 20 state-operated certification programs and, through its

laboratories in North Carolina, New Jersey and Connecticut, is an active

participant in the EPA's Contract Laboratory Program (CLP).  To qualify

for the CLP, the laboratories must satisfy stringent quality control

standards, and are subject to quarterly performance evaluations.


     Technology.  IEA has invested in sophisticated analytical testing
     ----------
equipment needed to process a large volume of tests with accurate

results.  IEA laboratories are equipped with Gas Chromatography/Mass

Spectrometry instruments, which identify specified organic and inorganic

chemical compounds within a sample by means of electron beam

"fingerprinting."  IEA owns chromatograph instruments, which are used

extensively to perform organics testing.  IEA laboratories contain

inductively coupled plasma instruments and atomic absorption units for

inorganics analysis.  IEA laboratories perform wet-chemistry tests for

general chemistry parameters and also offer a range of microscopy

services including asbestos analysis.  


     Laboratory Employees.  Experienced personnel qualified in the use
     --------------------
of the instruments and related computer systems used by IEA are critical

to its operations.  IEA has a staff of 276, which includes 183

scientists and technicians.  IEA's laboratory services are marketed by a

field and in-house sales staff, which is supported by IEA's Client

Service Department as well as by IEA's scientific and technical staff.  


     Customers.  During 1995, IEA serviced approximately 1,500
     ---------
customers.  No single customer represented 10 percent or more of IEA's

revenues during that period.  IEA's broad client base includes

consulting and engineering firms, public and private water companies,

large and small industrial and high-tech companies, federal government

agencies including the EPA, and various state and local government

bodies, including state environmental departments, municipalities and

waste treatment facilities.


     Competition.  The environmental testing business is highly
     -----------
competitive.  Its participants compete primarily on the basis of price

and service.  Many customers view environmental testing as a commodity

and for them, price is the most important factor in purchasing

decisions.  Following a period of rapid growth, the environmental

testing business is now characterized by significant overcapacity.  As a

result of these factors, operating margins tend to be low.


     Estimates of the number of commercial laboratory companies range

between 1,000 and 1,500, although IEA believes that the 30 largest

companies account for approximately 50 percent of industry revenues. 

Most laboratory companies are single-laboratory operations serving a

local market.  As the environmental services market has matured over the

past 20 years, the trend has been toward consolidation and larger

laboratory companies that operate several laboratories.  This trend has

been driven, in part, by the increasing sophistication and expense of

laboratory equipment.  In addition, larger laboratory companies can

offer a wider variety of services and equipment.  Some customers,

particularly larger companies with operations in multiple locations,

prefer to deal with larger laboratory companies.  Further, some

environmental service businesses operate in-house laboratories that

exclusively service their own environmental testing needs.  IEA's

competitors include larger companies that possess greater financial

                                -8-
<PAGE>
<PAGE>
resources than the Company.  The three IEA laboratories that participate

in the CLP compete with approximately 50 other laboratory companies that

bid for such EPA work.


     Regulatory Background.  Federal and state environmental laws and
     ---------------------
regulations have been the primary force driving the environmental

testing laboratory market.  The proliferation of environmental

regulations over the past two decades has required increasingly

sophisticated analysis and remediation of a growing range of

environmental hazards.  The environmental services industry has grown

rapidly in response to regulatory demands for tests that reveal the

nature and quantity of any contamination caused during the handling, use

and transportation of hazardous substances, the treatment, storage and

disposal of wastes, and the remediation of contaminated sites.  As

advances in technology have continued to make more sophisticated testing

possible, regulations have often been revised to require those more

sophisticated tests.  The impact, if any, on the environmental testing

laboratory industry of proposed re-authorization of key environmental

legislation, now under consideration by Congress, cannot be determined

at this time.


     Environmental Regulation.  IEA receives and uses various small
     ------------------------
quantities of hazardous chemicals in its operations, and is a licensed

hazardous waste handler.  IEA operates under federal and, as applicable

to the states in which various IEA laboratories operate, various state

environmental laws and regulations that subject parties handling

hazardous wastes to potential liabilities for non-compliance, in

addition to possible civil and criminal penalties.


     Contract Terms.  IEA's client contracts generally contain
     --------------
provisions which may impose financial penalties for inaccurate or late

test results.  Contracts with governmental and private sector clients

regularly contain liquidated damage or penalty provisions which reduce

the amount paid if a test is delivered late.


     Seasonality.  IEA's business is affected by seasonality, with the
     -----------
busiest period during the late spring, summer and early fall, when

sampling and construction activity are at their peak. Sampling, and

therefore the related testing, fall off for large parts of IEA's service

area during the winter months because of frozen ground and water and

accumulations of snow in some parts of the country.



Utility Management Services


     The Company, through Hydrocorp and its AMS subsidiary, provides

clients with an integrated range of utility management services,

including contract management and operations, information services,

water and wastewater billing and collections and various engineering,

operations and management consulting services.  AMS clients are private

and municipal water and wastewater utilities, including municipal

systems engaged in privatization initiatives.  The utility management

services businesses are highly competitive.


     Hydrocorp also has minority interests in small businesses that

provide security consulting services and automated mapping and

facilities management services to utilities, industry, municipalities

and government agencies.  


Timber Processing


     The Company is engaged in the timber processing business through

Timco, which has operations in New Hampshire consisting of a sawmill

complex and formerly, a wood waste electricity cogeneration plant.  The

sawmill complex processes and markets kiln-dried, finished eastern white

pine and other lumber.  Timco also provides custom kiln drying services

for pine mills in Maine and southern New Hampshire.  The product is used

in the remodeling and do-it-yourself markets and, to a lesser extent, in

the construction of new homes.  It is marketed in the Northeast and

Mid-Atlantic regions through lumber wholesalers, distributors and, in

some instances, directly to retailers.  Wholesalers and distributors, in

turn, sell the 

                               -9-
<PAGE>
<PAGE>
product to the construction trade and to retail outlets. 

Timco obtains the timber used in its products from independent loggers

and from purchased timber rights.  A four megawatt electricity

cogeneration plant, which no longer is used to produce electricity, is

located at the sawmill complex.  The former cogeneration plant is used

to produce low-cost steam for drying lumber and heating some of the

sawmill buildings.



     Traditionally, the demand for Timco's lumber is lower in the winter

months and inventories are built up in anticipation of the busier spring

and summer season.  The lumber products industry is very competitive, on

the basis of quality and price.  Timco faces competition on the basis of

both quality and price from domestic and foreign forest product

companies, many of which have greater resources than the Company.


Real Estate


     The Company treats real estate as a separate business segment in

order to distinguish the earnings impact from sales of surplus utility

land from the results of utility operations.  For a discussion of the

surplus off-watershed land which the Utilities intend to market as

appropriate, see "Item 2.  Properties."  


Employees


     As of December 31, 1995, the Company employed approximately 666

persons on a full-time basis, including 282 in the Public Water Supply

business, 277 in the Environmental Laboratories and Utility Management

Services business and 107 in the Timber Processing business.  None of

the Company's employees is covered by collective bargaining

arrangements, and the Company believes its relations with its employees

are satisfactory.


ITEM 2.  PROPERTIES
-------------------

     BHC owns a 20,000-square-foot headquarters building and a 44,370-

square-foot Operations Center in Bridgeport, and leases an additional

22,000-square feet of office, laboratory and garage space in Bridgeport

for utility operations.  BHC's subsidiary, NCWC, owns a 28,000-square-

foot office building in Monroe, Connecticut, that is currently occupied

by IEA's Connecticut laboratory.  


     At December 31, 1995, BHC owned in the aggregate 11 active

reservoirs and approximately 1,674 miles of water mains, of which

approximately 51 miles have been laid in the past five years.  In

addition, SWC owned five active reservoirs at year-end and approximately

276 miles of water mains, of which approximately 14 miles have been laid

in the past five years.  The rights to locate and maintain water

transmission and distribution mains are secured by charter, easement and

permit and are generally perpetual.  Water is delivered to the

distribution system from three major reservoir systems, comprised of

several smaller reservoirs and 42 producing wells.   Aquarion owns

nonutility land totaling approximately 99 acres in Easton and

Litchfield, Connecticut.  RWSC owns the rights to one active reservoir

and five producing wells and NCWC owns the rights to five producing

wells. 


     BHC owns two dual-media filtration plants for treatment of its Trap

Falls and Easton Lake reservoir systems, which plants have capacities of

25 and 20 MGD, respectively.  SWC owns a 24 MGD rapid-sand and

activated-carbon filtration plant for treatment of its entire reservoir

system.  SWC's headquarters and operations facility are being

consolidated into this treatment facility.


     BHC owns approximately 19,000 acres of real property, most of which

consists of reservoirs and surrounding watershed, located in Fairfield,

New Haven, and Litchfield counties in Connecticut.  All but 

                              -10-
<PAGE>
<PAGE>
1,360 specified acres of such property are subject to the first lien arising

under the BHC Indenture securing its First Mortgage Bonds.  SWC owns

approximately 2,400 acres of real property, which consists almost

exclusively of reservoirs and surrounding watershed, pumps, standpipes

and building facilities, located in Stamford and New Canaan,

Connecticut, and in Pound Ridge and Lewisboro, New York.  


     The DPH regulates public water company lands according to a

three-tiered classification system.  Class I lands cannot be sold,

leased or transferred.  The DPH may authorize a transfer or change in

use of Class II lands only upon a finding that there will be no adverse

impact upon the public water supply and that any use restrictions

required as a condition of transfer are enforceable against subsequent

owners and occupants of the lands. Class III lands, which are

off-watershed, are not currently subject to regulation by the DPH.  BHC

has identified approximately 2,600 acres of land it believes are surplus

to its water supply needs, and therefore would qualify as Class III

land.  All of this Class III land, which includes approximately 570

acres that have never been in rate base, is available for sale, although

all of it may not be marketable. Up to 530 additional acres could become

available if the DPH approves the abandonment of a former reservoir

system in New Haven County and reclassifies that existing watershed

property as Class III land, as requested by the Company.  NCWC owns

40 acres of Class II and III land that is currently scheduled to be sold

in 1996.


     Real property may not be sold or transferred by a water utility

without the prior approval of the DPUC and compliance with other

restrictions imposed by Connecticut law.  State laws and regulations

govern, among other things, to whom certain water company lands may be

transferred, with preference given to other water companies, the

municipality in which the property is located and the State of

Connecticut, in that order. Additionally, the disposition of the

proceeds of any permissible sale is subject to state law.


     Until changed by statute in 1988, it had been the practice of the

DPUC to apply gains from the sale of surplus water company land that had

ever been in the rate base to ratepayers.  In effect, these gains served

as an offset against operating expenses, thereby substituting profits

from the sale of such land for revenues that would otherwise be provided

through rates.  Legislation enacted in 1988, the Equitable Sharing

Statute, required the DPUC to use an accounting treatment to "equitably

allocate" the economic benefits of the net proceeds from the sales of

Class III land that was previously in the utility's rate base between

the Company's ratepayers and its shareholders. Ratepayers do not share

in gains from the sale of land that has never been in rate base.


     The Equitable Sharing Statute was clarified by a 1990 amendment

which provides that the economic benefits from the sale of

former-rate-base, Class III land shall be allocated "substantially in

favor" of shareholders when 25 percent or more of the land sold is to be

used for open space or recreational purposes.


     The Company leases its laboratory facilities in Illinois, New

Jersey and North Carolina and owns the facilities in Massachusetts and

Connecticut.  The smallest of IEA's laboratories occupies approximately

8,000 square feet.  The largest, located in Cary, North Carolina,

occupies approximately 30,000 square feet.  The Company believes that

the laboratory facilities owned or leased are adequate for its current

and anticipated future needs and that the amounts paid for all the

leases into which it has entered are reasonable.


ITEM 3.  LEGAL PROCEEDINGS
---------------------------

     The registrant has nothing to report for this item.

                                -11-
<PAGE>
<PAGE>
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
-------------------------------------------------------------

     The registrant has nothing to report for this item.


                                 PART II

ITEM 5.        MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
-----------------------------------------------------------------------
               MATTERS
               -------

     Page 43 of the Company's Annual Report to Shareholders for the year

ended December 31, 1995 is incorporated by reference herein pursuant to

Rule 12b-23 of the Securities and Exchange Act of 1934 (the Act) and to

Instruction G(2) to Form 10-K.


     Aquarion has declared and paid quarterly dividends on its common

stock without interruption since its organization in 1969 and, prior

thereto, BHC paid dividends annually on its common stock without

interruption since 1890.  Dividends, when declared, are normally paid on

the 30th day of January, April, July and October.


     The earnings of Aquarion are derived from its investments in its

subsidiaries, particularly BHC.  Aquarion's future ability to pay

dividends to holders of its Common Stock is dependent upon the continued

payment by BHC of dividends to Aquarion.  BHC's ability to pay dividends

will depend upon timely and adequate rate relief, compliance with

restrictions under certain of the BHC debt instruments and other

factors.  


     Dividends on Aquarion common stock can be paid only from its net

profits and surplus.  Aquarion's ability to pay dividends is further

restricted by the terms of Aquarion's 5.95 percent unsecured Senior Note

due January 1999 and 7.8 percent unsecured Senior Notes due June 1997

(the "Aquarion Notes").  As of December 31, 1995, the applicable

restrictions would have permitted payment of additional dividends on

Aquarion's common stock of up to $32,000,000.


     While Aquarion's Board of Directors intends to continue the

practice of declaring cash dividends on a quarterly basis, no assurance

can be given as to future dividends or dividend rates since they will be

determined in light of a number of factors, including earnings, cash

flow, and Aquarion and BHC's financial requirements. See "Item 7. 

Management's Discussion and Analysis of Financial Condition and Results

of Operations--Capital  Resources and Liquidity."


ITEM 6.        SELECTED FINANCIAL DATA
--------------------------------------

     See Page 1 ("Selected Financial Data") and Pages 42 - 43

("Supplemental Financial Data") of the Company's Annual Report to

Shareholders for the year ended December 31, 1995, which is incorporated

by reference herein pursuant to Rule 12b-23 of the Act and Instruction

G(2) to Form 10-K.


ITEM 7.        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
---------------------------------------------------------------------
               AND RESULTS OF OPERATIONS
               -------------------------

     See Page 1 ("Selected Financial Data") and Pages 17 - 22 of the

Company's Annual Report to Shareholders for the year ended December 31,

1995, which is incorporated by reference herein pursuant to Rule 12b-23

of the Act and Instruction G(2) to Form 10-K.

                               -12-
<PAGE>
<PAGE>
ITEM 8.        FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
----------------------------------------------------------

     The consolidated financial statements, together with the report

thereon of Price Waterhouse, LLP, dated February 2, 1996, appearing on

Pages 23 - 40 and Page 1 ("Selected Financial Data") and Pages 42 - 43

("Supplemental Financial Data") of the accompanying 1995 Annual Report

to Shareholders of Aquarion Company are incorporated by reference herein

pursuant to Rule 12b-23 of the Act and Instruction G(2) to Form 10-K.


ITEM 9.        CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
---------------------------------------------------------------------
               AND FINANCIAL DISCLOSURE
               ------------------------

     The registrant has nothing to report for this item.


                                PART III

ITEM 10.       DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
------------------------------------------------------------

     The information as to directors required by Item 10 is set forth at

Pages 2 - 9 of the Company's Definitive Proxy Statement, dated March 21,

1996 relating to the proposed Annual Meeting of Shareholders to be held

on April 23, 1996, filed with the Commission  pursuant  to Regulation

14a under the Act, and is incorporated by reference herein pursuant to

Rule 12b-23 of the Act and Instruction G(3) to Form 10-K.


Executive Officers

     The executive officers of the registrant are listed below.  These

officers were elected to the offices indicated on April 25, 1995, except

as otherwise noted, for a term expiring with the 1995 annual meeting of

directors.  Except as indicated, all have been with registrant and its

predecessors in an executive capacity for more than five years.  There

are no family relationships among members of the executive officers. 

There were no arrangements or undertakings between any of the officers

listed below and any other person pursuant to which he or she was

selected as an officer.

                                                            Served as
                         Office, Business Experience        Officer
Executive Officer   Age    During Past Five Years             Since 
-----------------   ---  ----------------------------       ---------
                                                            
Richard K. Schmidt  51   President and Chief Executive      1992
                         Officer (since October
                         1995), formerly Senior
                         Vice President (1993-
                         1995) of the Company;
                         President (1992-1995)
                         and Chief Executive
                         Officer (since 1992)
                         of IEA; formerly
                         President and Chief
                         Operating Officer
                         (1984-1992) of
                         Mechanical Technology,
                         Inc.                               

                                -13-
<PAGE>
<PAGE>
                                                         Served as
                         Office, Buseinss Experience      Officer
Executive Officer   Age    During Past Five years          Since
------------------  ---  -----------------------------    --------

James S. McInerney  58   Senior Vice President              1989
                         (since April 1992) of
                         the Company; President
                         (since April 1991),
                         Chief Executive
                         Officer (since April
                         1995) and Chief
                         Operating Officer
                         (January 1990 to April
                         1995) of BHC, and
                         Chairman and Chief
                         Executive Officer
                         (since January 1990)
                         of Stamford Water
                         Company. Executive
                         Vice President (1990
                         to April 1991) of BHC. 
                         Mr. McInerney is a
                         Director, President or
                         Vice President of
                         certain of the
                         Company's other
                         subsidiaries.                      

Janet M. Hansen     53   Executive Vice President           1983
                         (since October 1995),
                         Chief Financial
                         Officer (since April
                         1992), Treasurer
                         (since 1988) and
                         Senior Vice President
                         (1993-1995) of the
                         Company and Vice
                         President
                         (since 1989), Chief
                         Financial Officer
                         (since April 1991) and
                         Treasurer (since 1985)
                         of BHC; Mrs. Hansen is
                         Vice President and
                         Treasurer (since April
                         1991) of IEA and
                         Chairman of the Board
                         and Chief Executive
                         Officer (since April
                         1992) of Timco.  Mrs.
                         Hansen is also
                         Director, Vice
                         President, Chief
                         Financial Officer and
                         Treasurer of certain
                         of the Company's other
                         subsidiaries.                      

Larry L. Bingaman   46   Vice President, Corporate          1990
                         Relations and
                         Secretary (since April
                         1993); Vice President,
                         Marketing and
                         Communications (1990-
                         1993) of the Company. 
                         Mr. Bingaman is also
                         Director, Vice
                         President and
                         Secretary of certain
                         of the Company's other
                         subsidiaries.                      

ITEM 11.            EXECUTIVE COMPENSATION
------------------------------------------

      Pages 8 - 15 of the Company's Definitive Proxy Statement, dated

March 21, 1996, relating to the proposed Annual Meeting of Shareholders

to be held on April 23, 1996, filed with the Commission pursuant to

Regulation 14a under the Act are incorporated by reference herein

pursuant to Rule 12b-23 of the Act and Instruction G(3) to Form 10-K.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
------------------------------------------------------------------------

      Pages 4 - 5 of the Company's Definitive Proxy Statement, dated

March 21, 1996, relating to the proposed Annual Meeting of Shareholders

to be held on April 23, 1996, filed with the Commission pursuant to

Regulation 14a under the Act, are incorporated by reference herein

pursuant to Rule 12b-23 of the Act and Instruction G(3) to Form 10-K.

                                    -14-
<PAGE>
<PAGE>
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------------------------------------------------------

     The registrant has nothing to report for this item.


                                PART IV.

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
-------------------------------------------------------------------------

     a)   The following documents are filed as part of this report:

                                                         Page in 
                                                     Annual Report*
                                                     --------------

(1)      Consolidated Statements of                          23
          Income for the three years
          ended December 31, 1995

         Consolidated Balance Sheets at                     24-25
          December 31, 1995 and 1994

         Consolidated Statements of Cash                     26
          Flows for the three years
          ended December 31, 1995

         Consolidated Statements of                          27
          Shareholders' Equity for the
          three years ended
          December 31, 1995

         Notes to Consolidated Financial                    28-29
          Statements

         Report of Independent                               40
          Accountants

         Selected Financial Data                              1

         Supplemental Financial                              42-43
          Information


    *    Incorporated by reference from the indicated
         pages of the 1995 Annual Report to Shareholders.
                         ______________________


(b)       Reports on Form 8-K.

          The Company did not file a report on Form 8-K for the
          fourth quarter of the year ended December 31, 1995.

(c)       Exhibits:

          Each document referred to below is incorporated by
          reference to the files of the Commission, unless the
          reference is preceded by an asterisk (*).  Each
          management contract, compensatory plan or arrangement
          required to be filed as an exhibit hereto is preceded
          by a double asterisk (**).

    3(a)  Restated Certificate of Incorporation of
          Aquarion, as amended.(1)
 
    3(b)  By-laws of Aquarion, as amended.  (4)

    4(a)  Rights Agreement between Aquarion and The
          Chase Manhattan Bank, N.A. setting forth
          description of Preferred Stock Purchase
          Rights distributed to holders of Aquarion
          Common Stock.(4)

   10(a)  First Mortgage Indenture of BHC dated June 1, 1924.(2)

   10(b)  Seventeenth Supplemental Mortgage of BHC
          dated as September 1, 1960.(2)

                             -15-
<PAGE>
<PAGE>
   10(c)  Twentieth Supplemental Mortgage of BHC dated
          as of November 1, 1968.(1)

   10(d)  Loan and Trust Agreement of Timco as of
          November 1, 1984.(1)

 * 10(e)  Note Agreement of BHC dated January 24, 1991.

   10(f)  Note Agreement of Aquarion dated as of May 19, 1992.(5)

 **10(g)  Aquarion Long-Term Incentive Plan.(1)

   10(h)  Joint Venture Agreement between John J.
          Brennan, Jr., William A. Brennan and Main
          Street South Corporation dated February 23, 1979.(3)

 * 10(i)  Joint Venture Agreement amendment between
          John J. Brennan, Jr., William A. Brennan and
          Main Street South Corporation dated
          January 1, 1994.

 **10(j)  Employment Agreement between Aquarion and
          James S. McInerney, dated June 1, 1990.(4)

 **10(k)  Employment Agreement between Aquarion and
          Janet M. Hansen dated November 1, 1992.(5)

 **10(l)  Agreement between Aquarion and
          William S. Warner dated October 15, 1989.(9)

* **10(m) Employment Agreement between Aquarion and
          Jack E. McGregor dated October 1, 1995.

 **10(n)  Form of Stock Option Award Agreement for
          options granted pursuant to Long-Term
          Incentive Plan.(9)

* **10(o) Employment Agreement between Aquarion and
          Larry L. Bingaman dated June 11, 1990.

  10(p)   Amendment dated September 12, 1991 to the
          Stock Purchase Agreement dated as of
          December 7, 1990.(1)

  10(q)   Purchase and Sale Agreement dated
          September 12, 1991, by and among YWC
          Technologies, Inc., Bird Corporation, YWC,
          Inc., Interim Dewatering Services, Inc.,
          Ad+Soil, Inc. and Aquarion.(1)

  10(r)   Agreement for Construction Management
          Services dated April 18, 1991 between BHC
          and Gilbane Building Company.(1)

* **10(s) Employment Agreement between Aquarion and
          Richard K. Schmidt dated October 1, 1995.

* **10(t) Employment Agreement between Industrial and
          Environmental Analysts, Inc. and David C.
          Houle dated October 1, 1995.

  10(u)   Loan Agreement of BHC dated as of June 1, 1990.(4)

  10(v)   First Mortgage Bonds, Series C and Preferred
          Stock, 1968 Series, Purchase Agreement of
          SWC dated July 1968.(5)

  10(w)   Revolving Credit Agreement of Aquarion dated
          May 14, 1993.(6)

                            -16-
<PAGE>
<PAGE>
  10(x)   Revolving Credit Agreement amendment dated May 12, 1994.(9)

  10(y)   Loan Agreement of BHC dated as of June 1, 1993. (6)

  10(z)   Loan Agreement of SWC dated September 1, 1993.(7)

  10(aa)  Loan Agreement of BHC dated December 1, 1993.(8)

  10(bb)  Note Agreement of Aquarion dated January 4, 1994.(8)

**10(cc)  Aquarion Stock Incentive Plan.(8)

 *10(dd)  Loan Agreement of BHC dated April 1, 1995

 *10(ee)  Agreement between Aquarion and SRK, Inc. dated January 31, 1996.

 *13(a)   Annual Report to Shareholders for the year ended December 31, 1995.

 *21(a)   Subsidiaries of Aquarion

 *23(a)   Consent of Independent Accountants

 *27(a)   Financial Data Schedule
              ____________________

(1)      Filed as part of Aquarion's Form 8 Amendment to its 
         Form 10-Q for the quarter ended September 30, 1991, filed
         February 19, 1992.

(2)      Filed as an Exhibit to BHC's Registration Statement on 
         Form S-1, File Number 2-23434, dated April 26, 1965.

(3)      Filed as part of the Amendment No. 1 to the Company's Registration
         Statement as Form S-7, File No. 2-74305, dated November 5, 1981.

(4)      Filed as part of the Company's Annual Report on 
         Form 10-K for the year ended December 31, 1991.

(5)      Filed as part of the Company's Annual Report on 
         Form 10-K for the year ended December 31, 1992.

(6)      Filed as part of the Company's Quarterly Report on 
         Form 10-Q for the quarter ended June 30, 1993.

(7)      Filed as part of the Company's Quarterly Report on 
         Form 10-Q for the quarter ended September 30, 1993.

(8)      Filed as part of the Company's Annual Report on 
         Form 10-K for the year ended December 31, 1993.

(9)      Filed as part of the Company's Annual Report on 
         Form 10-K for the year ended December 31, 1994.

                                    -17-
<PAGE>
<PAGE>
                               SIGNATURES
                               -----------

               Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Aquarion Company
-----------------
    (Registrant)


By                  /s/JANET M. HANSEN                       March 25, 1996
              --------------------------------
                       Janet M. Hansen
           Executive Vice President, Treasurer and
                   Chief Financial Officer
        (Principal Financial and Accounting Officer)


               Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates
indicated.


By                 /S/JACK E. MCGREGOR                      March 25, 1996
              --------------------------------
                      Jack E. McGregor
             Chairman of the Board of Directors
                        and Director


By                 /S/WILLIAM S. WARNER                       March 25, 1996
              --------------------------------
                      William S. Warner
           Vice Chairman of the Board of Directors
                        and Director


By                /S/RICHARD K. SCHMIDT                       March 25, 1996
              --------------------------------
                     Richard K. Schmidt
             President, Chief Executive Officer
                        and Director


By               /S/GEORGE W. EDWARDS, JR.                    March 25, 1996
              --------------------------------
                   George W. Edwards, Jr.
                          Director


By               /S/GEOFFREY EHTERINGTON                      March 25, 1996
              --------------------------------
                    Geoffrey Etherington
                          Director
                                       -18-
<PAGE>
<PAGE>
By                                                            March 25, 1996
              --------------------------------
                     Janet D. Greenwood
                          Director


By               /S/DONALD M. HALSTED, JR.                    March 25, 1996
              --------------------------------
                   Donald M. Halsted, Jr.
                          Director


By                  /S/EDGAR G. HOTARD                        March 25, 1996
              --------------------------------
                       Edgar G. Hotard
                          Director


By                   /S/EUGENE D. JONES                       March 25, 1996
              --------------------------------
                       Eugene D. Jones
                          Director


By                 /S/LARRY L. PFLIEGER                      March 25, 1996
              --------------------------------
                      Larry L. Pflieger
                          Director


By               /S/G. JACKSON RATCLIFFE                     March 25, 1996
              --------------------------------
                    G. Jackson Ratcliffe
                          Director


By                 /S/JOHN A. URQUHART                       March 25, 1996
              --------------------------------
                      John A. Urquhart
                          Director

                                -19-
<PAGE>
<PAGE>
                              EXHIBIT 21(a)
                             --------------

                     Subsidiaries of the Registrant
                     ------------------------------


- Bridgeport Hydraulic Company, incorporated in the State of Connecticut

- Stamford Water Company, incorporated in the State of Connecticut

- New Canaan Water Company, incorporated in the State of Connecticut

- Ridgefield Water Supply Company, incorporated in the State of Connecticut

- Main Street South Corporation, incorporated in the State of Connecticut

- Timco, Inc., incorporated in the State of Connecticut

- Hydrocorp, Inc., incorporated in the State of Delaware

- Industrial and Environmental Analysts, Inc., incorporated in the State
  of Vermont

- Industrial and Environmental Analysts, Inc., Massachusetts,
  incorporated in the State of Massachusetts

- Industrial and Environmental Analysts, Inc., New Jersey, incorporated
  in the State of Delaware

- Industrial and Environmental Analysts, Inc., Illinois, incorporated in
  the State of Delaware

- Industrial and Environmental Analysts, Inc., Florida, incorporated in
  the State of Florida

- SRK Holding, Inc., incorporated in the State of Connecticut

- THC Acquisition Corp., incorporated in the State of Delaware

- YWC, Inc., incorporated in the State of Connecticut

- Aquarion Management Services, Inc., incorporated in the State of
  Delaware

                                  -20-
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                             EXHIBIT 23(a)
                             -------------

                   Consent of Independent Accountants
                   ----------------------------------


We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-3 (No. 33-52973) 
and in the Registration Statement on Form S-8 (No. 33-53473)
of our report dated February 2, 1996, except as to Note 16, which
is as of February 29, 1996, which appears on Page 40 of the 1995
Annual Report to Shareholders of Aquarion Company, which is incorporated
by reference in Aquarion Company's Annual Report on Form 10-K for the
year ended December 31, 1995.



Price Waterhouse LLP

Stamford, Connecticut
March 25, 1996
                                    -21-
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