As filed with the Securities and Exchange Commission on May 4, 1998. Registration No. 33-59375 ________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ______________________________ POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ______________________________ CONSUMERS WATER COMPANY (Exact name of registrant as specified in charter) MAINE 01-0049450 (State or other jurisdiction (IRS Employer or incorporation or organization) Identification No.) Three Canal Plaza Portland, Maine 04101 (207) 773-6438 (Registrant's address, including zip code and telephone number, including area code, of agent for service) Brian R. Mullany, Secretary and Clerk Consumers Water Company Three Canal Plaza Portland, Maine 04101 (Name and address of agent for service) Copies to: Keith C. Jones, Esq. Drummond Woodsum & MacMahon 245 Commercial Street P.O. Box 9781 Portland, Maine 04104-5081 TERMINATION OF REGISTRATION Consumers Water Company hereby terminates its Registration Statement on Form S-3, No. 33-59375, with respect to common shares to be issued pursuant to its Dividend Reinvestment and Common Share Purchase Plan, as amended (the "Plan"). All of the shares covered by said registration statement have been issued as of March 1, 1998. A new Registration Statement (No. 333-46173) was filed on February 12, 1998 with the Securities and Exchange Commission with respect to additional shares issuable under the Plan. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Consumers Water Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portland and State of Maine on the 30th day of April, 1998. Consumers Water Company By: /s/ Peter L. Haynes Peter L. Haynes President Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement has been signed below by the following persons in the capacities and on the date indicated. Signature Title Date - --------------------- ------------------------------- -------------- /s/ Peter L. Haynes President and Director April 30, 1998 Peter L. Haynes (Principal Executive Officer) /s/ John F. Isacke Senior Vice President April 30, 1998 John F. Isacke (Principal Financial Officer) /s/ Gary E. Wardwell Controller April 30, 1998 Gary E. Wardwell (Principal Accounting Officer) * Jack S. Ketchum Director April 30, 1998 Jack S. Ketchum * John E. Menario Director April 30, 1998 John E. Menario * John E. Palmer, Jr. Director April 30, 1998 John E. Palmer, Jr. * William B. Russell Director April 30, 1998 William B. Russell * John H. Schiavi Director April 30, 1998 John H. Schiavi <F*> Peter L. Haynes, by signing his name hereto, does hereby sign this Post-Effective Amendment No. 1 to Registration Statement on behalf of each of the above-named directors of Consumers Water Company pursuant to powers of attorney executed by each such person and filed with the Securities and Exchange Commission. /s/ Peter L. Haynes Peter L. Haynes Attorney-in-Fact