UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Rule 13a-16 or 15d-16 of the

Securities Exchange Act of 1934

Date: January 28, 2011

Commission File Number: 000-53808

                         Algonquin Power & Utilities Corp.                        

(Translation of registrant’s name into English)

2845 Bristol Circle

Oakville, Ontario, L6H 7H7, Canada

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F                            Form 40-F  X

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):      

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):      

Indicate by check mark whether by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes                        No  X

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-            

EXHIBIT INDEX

The following exhibits are filed as part of this Form 6-K:

Exhibit	Description
99.1	Stock Purchase Agreement between National Grid USA and Liberty Energy Utilities Co. entered into on December 8, 2010 and Amended and Restated January 21, 2011 (EnergyNorth Natural Gas, Inc.).*
99.2	Stock Purchase Agreement between National Grid USA and Liberty Energy Utilities Co. entered into on December 8, 2010 and Amended and Restated January 21, 2011 (Granite State Electric Company).*

* Algonquin Power & Utilities Corp. hereby agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.

SIGNATURE

Pursuant to the requirements 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.

	ALGONQUIN POWER & UTILITIES CORP. (registrant)
Date: January 28, 2011	By:	/s/ David Bronicheski
	Name:	David Bronicheski
	Title:	Chief Financial Officer