(RULE 14A-101)
SCHEDULE 14A INFORMATION

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Filed by a Party other than the Registrant  ____

Check the appropriate box:

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December 3, 2008

Dear Shareholder:

You are cordially invited to attend a Special Meeting of the Shareholders of Bar Harbor Bankshares (the "Company") to be held at 11:00 a.m. EST on Monday, December 22, 2008, at the Atlantic Oakes Conference Center located at 119 Eden Street in Bar Harbor, Maine.

Enclosed are the Clerk’s official Notice of Special Meeting, a Proxy Statement, and the Form of Proxy, which describe the formal business to be transacted at the meeting. Please sign the Form of Proxy and return it in the envelope provided so that your shares will be voted at the Special Meeting if you are unable to attend. Directors and Officers of the Company will be present to respond to appropriate shareholder questions.

Very truly yours,

Joseph M. Murphy
President and
Chief Executive Officer

Enclosures

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 22, 2008

Notice is hereby given that a Special Meeting of the Shareholders of Bar Harbor Bankshares will be held at the Atlantic Oakes Conference Center at 119 Eden Street in Bar Harbor, Maine, on Monday, December 22, 2008, at 11:00 a.m. EST to consider and act upon the following proposals:

1. To approve an amendment to the Company’s Articles of Incorporation to authorize 1,000,000 shares of preferred stock, which may be issued in one or more series, with such rights, preferences, privileges and restrictions as shall be fixed by the Board of Directors.

2. To approve the adjournment, postponement or continuation of the Special Meeting if necessary to permit further solicitation of proxies.

3. To transact such other business as may properly come before the Special Meeting or any adjournment thereof.

Shareholders of record as of the close of business on November 20, 2008, will be entitled to notice of and to vote at the meeting.

The Board of Directors requests that you complete, sign, and date the enclosed Proxy Card and mail it promptly in the enclosed postage-paid envelope. Any proxy that you deliver may be revoked prior to the Special Shareholder Meeting, in writing, delivered to the Company, Attention: Marsha C. Sawyer, Clerk, 82 Main Street, Bar Harbor, Maine 04609, stating that your proxy is revoked or by delivering a subsequently dated proxy. Shareholders of record of the Company’s common stock who attend the Special Shareholder Meeting may vote in person, even if they have previously delivered a signed Proxy Card.

By Order of the Board of Directors

Marsha C. Sawyer, Clerk

When and where is the Meeting?

             A Special Meeting of Shareholders of Bar Harbor Bankshares ("Bar Harbor" or the "Company") will be held on Monday, December 22, 2008 at 11:00 a.m. EST at the Atlantic Oakes Conference Center at 119 Eden Street in Bar Harbor, Maine (the "Meeting").

 Why am I receiving these materials?

              Shareholders are invited to attend the Meeting and are requested to vote on the proposals described in this proxy statement.

 What items will be voted on at the Meeting?

              This proxy statement, which was first mailed to shareholders on or about December 3, 2008, is furnished in connection with the solicitation of proxies by the Board of Directors to be voted at the Meeting. The purpose of this proxy statement is to solicit the votes of the Bar Harbor shareholders with respect to the following matters:

            The Board of Directors has approved the amendment to the Company’s Articles of Incorporation and the adjournment, postponement or continuation of the Special Meeting if necessary to permit the further solicitation of proxies and recommends your approval of both proposals. The Board of Directors is considering authorizing the issuance of a series of preferred stock and warrants to purchase common stock to the United States Department of Treasury pursuant to the terms of the Emergency Economic Stabilization Act of 2008 and the TARP Capital Purchase Program established thereunder.

 Who may vote?

              If you were a shareholder of Bar Harbor as of the close of business on November 20, 2008 (the "Record Date"), you are entitled to vote at the Meeting and at any adjournments or postponements thereof.  As of the Record Date, there were 2,897,953 shares outstanding held by approximately 1,100 holders of record.

 How do I vote?

              You may vote by mail. Please see the instructions on the proxy or vote instruction card. To vote by mail, please complete, sign and date the proxy card and return it in the enclosed postage-paid envelope at your earliest convenience.

              If you are a shareholder of record, you may vote in person at the Meeting. Even if you plan to attend the Meeting, please complete, date, and sign the accompanying proxy and return it promptly in the enclosed postage-paid envelope.

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 How is my proxy voted?

IMPORTANT NOTICES

              Neither the Company’s common stock nor the proposed preferred stock, are or will be a deposit or bank account, and are not and will not be insured by the Federal Deposit Insurance Corporation (the "FDIC") or any other governmental agency.

              The Company has not authorized any person to give any information or to make any representations other than the information and statements included in this Proxy Statement. You should not rely on any other information. The information contained in this Proxy Statement is correct only as of the date of this Proxy Statement, regardless of the date it is delivered.

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Description of the Proposal

            You are being asked to approve a proposal to amend the Company’s Articles of Incorporation to authorize 1,000,000 shares of preferred stock, having such rights, preferences, privileges and restrictions as may be determined by the Board of Directors. On November 12, 2008, the Board of Directors approved this amendment, and believes this action to be in the best interests of the Company and its shareholders for the reasons set forth below. The complete text of the form of the Amendment to the Articles of Incorporation for the authorization of preferred stock is set forth in Appendix A to this proxy statement. Such text is however subject to revision for such changes as may be required by the Maine Secretary of State or the Superintendent of the Maine Bureau of Financial Institutions and other changes consistent with this proposal that may be deemed necessary or appropriate.

            The authorization of preferred stock by shareholders in advance would permit the Board of Directors to issue preferred stock from time to time in one or more series without further shareholder approval. Subject to the Company’s Articles of Incorporation, as amended from time to time, and the limitations prescribed by law or by any stock exchange or national securities association trading system on which the Company’s securities may be listed, the Board of Directors would be expressly authorized, at its discretion, to adopt resolutions to issue preferred shares, to fix the number of shares and to change designations, preferences and relative, participating, optional or other special rights, qualifications, limitations or restrictions thereof, including dividend rights, dividend rates, terms of redemption, redemption prices, voting rights, conversion rights, and liquidation preferences of the shares constituting any series of preferred stock, in each case without any further action or vote by the shareholders. However, the Board of Directors would only be able to designate and issue preferred shares, if the Board of Directors determined, based on its judgment, that doing so would be in the best interests of the Company and its shareholders.

Rationale for Authorizing Preferred Stock

            Recent economic developments have adversely affected the capital markets and the availability of capital for all financial institutions. In light of these trends, the Board of Directors has concluded that the Company should have a more complete range of capital financing alternatives available in its Articles of Incorporation. The Company is currently "well capitalized" by all regulatory standards, and has sufficient capital to conduct its business based on current operations and projected future operations. Nonetheless, the proposed amendment to the Articles of Incorporation will provide the Company with increased flexibility in meeting any future capital requirements by providing for the issuance of another type of security in addition to its common stock. The proposed amendment will allow the Company to issue preferred stock from time to time with such features as may be determined by the Board of Directors for any proper corporate purpose. Such uses may include, without limitation, issuance for cash as a means of obtaining capital for use by the Company, or issuance as all or part of the consideration to be paid by the Company for acquisitions of other businesses or their assets. In addition, the Board of Directors is considering participating in the TARP Capital Purchase Program established by the United States Department of Treasury ("UST") pursuant to the terms of the Emergency Economic Stabilization Act of 2008. There can be no assurances that the Company will be approved for such participation, or, if selected, that the Company will ultimately determine to proceed with a preferred stock issuance under the TARP Capital Purchase Program. Although the Company is well-capitalized, the Company believes that the Capital Purchase Program may be a source of capital available on favorable terms. The Board of Directors and management of the Company are continuing to assess the merits of the TARP Capital Purchase Program as additional information is made available. If issued, capital raised through participation in the TARP Capital Purchase Program would be available to support future growth as well as a source of capital to address the challenges and opportunities in the current market.

Description of the Preferred Stock

            The preferred stock would have such voting rights, designations, preferences, and relative, participating, option and conversion or other special rights, and such qualifications, limitations or restrictions, as the Board of Directors may designate for each class or series issued from time to time. The Board of Directors would also be authorized to increase or decrease the number of shares of any series prior or subsequent to the issue of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series is so decreased, the shares constituting such decrease will resume the status of authorized but unissued shares of preferred stock.

Capital Purchase Program

            The following is a brief description of the terms of the shares (the "Shares") of preferred stock that the Company may issue to the UST through the TARP Capital Purchase Program, the only shares of preferred stock that the Company contemplates issuing in the proximate future. This description is based upon information currently available to the Company concerning the terms of the TARP Capital Purchase Program and does not purport to be complete in all respects. Assuming the UST accepts the Company’s application to participate in the TARP Capital Purchase Program, the Company and the UST must still negotiate the definitive terms and conditions of the Company’s participation. The final terms of the Shares will be approved by the Company’s Board of Directors and will be reflected in a subsequent amendment to the Company’s Articles of Incorporation that will be adopted without shareholder approval. However, the final terms of the Shares and UST’s investment in the Company are subject to unilateral amendment by the UST to the extent required to comply with any changes in applicable federal statutes. Although the Company has no reason to believe that the Company would not be accepted to participate in the TARP Capital Purchase Program, there can be no assurance that the UST will approve the Company’s participation, the number of shares of preferred stock that the Company may issue pursuant to the TARP Capital Purchase Program or the proceeds that the Company will receive under the TARP Capital Purchase Program.

            Estimated Proceeds

            Pending approval of the amendment to the Articles of Incorporation described in this Proxy Statement and the approval of the Company’s participation in the TARP Capital Purchase Program by the UST, the Company may issue between approximately 6,250 and 18,751 Shares for an aggregate purchase price of between approximately $6.25 million and $18.75 million pursuant to the Capital Purchase Program based on the Company’s risk-weighted assets as of September 30, 2008.

            Use of Proceeds

            Subject to limitations on use of proceeds that may be specified by the UST, the Company intends to invest all of the proceeds from the issuance of the preferred stock as equity in Bar Harbor Bank & Trust (the "Bank"), its wholly-owned banking subsidiary. The Company has identified the following priorities for the use of the funds by the Bank: (i) strengthen the Bank in the face of an uncertain and potentially prolonged economic downturn, which could have severely negative effects upon the national and regional economy, and which could provoke credit or other than temporary impairment losses at the Company at levels outside historical norms; (ii) increase, where possible and prudent, additional consumer and commercial lending to stimulate economic activity in the Bank’s local and regional markets and (iii) possibly facilitate appropriate acquisitions of bank branches, or entire banks, whose capacity to flourish or even survive in the current economy has become suspect. Prior to such deployment, the funds may be used to reduce short term borrowings or augment investment securities.

            Pro Forma Effect of TARP Capital Purchase Program Participation

            The pro forma effects of the receipt of the investment under the TARP Capital Purchase Program are estimated as follows:

            General

            Prior to the issuance of the Shares, the Company will have filed Articles of Amendment to the Company’s Articles of Incorporation with respect to the Shares with the Secretary of State of Maine. When issued, the Shares will have a fixed liquidation preference of $1,000 per share. If the Company liquidates, dissolves or winds up its affairs, holders of the Shares will be entitled to receive, out of the Company’s assets that are available for distribution to shareholders, an amount per Share equal to the liquidation preference per Share plus any accrued but unpaid dividends to the date of payment of the liquidation preference. The Shares will not be convertible into the Company’s common stock or any other class or series of the Company’s securities and will not be subject to any sinking fund or any other obligation of the Company for their repurchase or retirement.

            Ranking

            With respect to the payment of dividends and the amounts to be paid upon liquidation, the Shares will rank:

            For as long as any Shares remain outstanding, unless all accrued and unpaid dividends for all past Dividend Periods (as defined below) are fully paid:

            Subject to the foregoing, such dividends (payable in cash, stock or otherwise) as may be determined by the Company’s Board of Directors may be declared and paid on the Company’s common stock and any other stock ranking pari passu with or junior to the Shares from time to time out of any funds legally available for such payment, and the Shares shall not be entitled to participate in any such dividend; provided, however, that the consent of the UST will be required for any increase in the dividends paid to the common stock until the earlier of (i) the third anniversary of the date of issue of the Shares and (ii) the date on which the Shares have been redeemed in whole or the UST has transferred all Shares to third parties.

            Dividends

            Holders of Shares, in preference to the holders of the Company’s common stock and of any other shares of the Company’s stock ranking junior to the Shares as to payment of dividends, will be entitled to receive, only when, as and if declared by the Company’s Board of Directors, out of assets legally available for payment, cash dividends. These dividends will be payable at a rate of 5.00% per annum until the fifth anniversary of the date of issuance, and thereafter at a rate of 9.00% per annum (the "Dividend Rate"), applied to the $1,000 liquidation preference per share and will be paid quarterly in arrears on the 15th day of February, May, August and November of each year with an anticipated commencement on February 15, 2009 (each, a "Dividend Payment Date"), with respect to the Dividend Period, or portion thereof, ending on the day preceding the respective Dividend Payment Date. A "Dividend Period" means each period commencing on (and including) a Dividend Payment Date and continuing to (but not including) the next succeeding Dividend Payment Date, except that the first Dividend Period for the initial issuance of Shares will commence upon the date of original issuance of the Shares. Dividends will be paid to holders of record on the respective date fixed for that purpose by the Company’s Board of Directors or a committee thereof in advance of payment of each particular dividend.

            The amount of dividends payable per Share on each Dividend Payment Date will be calculated on the basis of a 360-day year consisting of twelve 30-day months.

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            The Company is subject to various general regulatory policies and requirements relating to the payment of dividends, including requirements to maintain adequate capital above regulatory minimums. The Federal Reserve is authorized to determine, under certain circumstances relating to the financial condition of a bank holding company, such as the Company, that the payment of dividends would be an unsafe or unsound practice and to prohibit payment thereof. In addition, the Company is subject to Maine state laws relating to the payment of dividends.

            Conversion Rights

            The Shares will not be convertible into shares of any other class or series of the Company’s stock.

            Redemption

            The Shares may not be redeemed prior to the first Dividend Payment Date falling on or after the third anniversary of the date of issuance, except with the proceeds of a Qualified Equity Offering (as defined below) that results in proceeds to the Company of not less than 25% of the issue price of the Shares. A "Qualified Equity Offering" is the sale by the Company for cash, following the date of issuance of the Shares, of common stock or perpetual preferred stock that qualifies as Tier 1 capital under the risk-based capital guidelines of the Federal Reserve. On any date after the first Dividend Payment Date falling on or after the third anniversary of the date of issuance the Shares may be redeemed, in whole or in part, at the Company’s option, and subject to approval by the appropriate Federal Banking Agency as defined in Section 3(q) of the Federal Deposit Insurance Act, from any source of funds. Any such redemption will be at a cash redemption price of $1,000 per Share, plus any accrued and unpaid dividends for all prior Dividend Periods for that Share. Holders of Shares will have no right to require the redemption or repurchase of the Shares.

                Any redemption of the Shares is subject to prior approval of the Federal Reserve. Subject to this limitation or of any outstanding debt instruments, the Company or its affiliates may from time to time purchase any outstanding Shares by tender, in the open market or by private agreement.

            Liquidation Rights

            In the event that the Company voluntarily or involuntarily liquidates, dissolves or winds up its affairs, holders of Shares will be entitled to receive an amount per Share (the "Total Liquidation Amount") equal to the fixed liquidation preference of $1,000 per Share, plus any accrued and unpaid dividends to the date of payment of the Total Liquidation Amount. Holders of the Shares will be entitled to receive the Total Liquidation Amount out of the Company’s assets that are available for distribution to shareholders, after payment or provision for payment of the Company’s debts and other liabilities but before any distribution of assets is made to holders of the Company’s common stock or any other shares ranking, as to that distribution, junior to the Shares.

            If the Company’s assets are not sufficient to pay the Total Liquidation Amount in full to all holders of Shares and all holders of any shares of the Company’s stock ranking as to any such distribution pari passu with the Shares, the amounts paid to the holders of Shares and to such other shares will be paid pro rata in accordance with the respective Total Liquidation Amount for those holders. If the Total Liquidation Amount per Share has been paid in full to all holders of Shares and the liquidation preference of any other shares ranking on parity with the Shares has been paid in full, the holders of the Company’s common stock or any other shares ranking, as to such distribution, junior to the Shares will be entitled to receive all of the Company’s remaining assets according to their respective rights and preferences.

           For purposes of the liquidation rights, neither the sale, conveyance, exchange or transfer of all or substantially all of the Company’s property and assets, nor the consolidation or merger by the Company with or into any other corporation or by another corporation with or into the Company will constitute a liquidation, dissolution or winding up of the Company’s affairs.

            Voting Rights

            Except as indicated below or otherwise required by law, holders of the Shares will not have any voting rights.

            If, and whenever, the dividends on the Shares have not been declared and paid for an aggregate of at least six Dividend Periods (whether or not consecutive), the number of directors then constituting the Company’s Board of Directors will automatically be increased by two. At such time, holders of the Shares will be entitled to elect the two additional members of the Company’s Board of Directors (the "Preferred Stock Directors") at any annual meeting of shareholders or any special meeting of the holders of the Shares.

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            Whenever all dividends on the Shares have been paid in full then the right of the holders of the Shares to elect the Preferred Stock Directors will cease (but subject always to the same provisions for the vesting of these voting rights in the case of any similar non-payment of dividends in respect of future Dividend Periods), the terms of office of all Preferred Stock Directors will immediately terminate and the number of directors constituting the Company’s Board of Directors will be reduced accordingly.

            The Shares shall have the right to vote separately as a class (with approval requiring the affirmative vote of holders owning at least 66 2/3% of the Shares) on (1) any authorization or issuance of shares ranking senior to the Shares; (2) any amendment to the rights of the Shares; or (3) consummation of any merger, share exchange or similar transaction unless the Shares remain outstanding, or if the Company is not the surviving entity in such transaction, are converted into or exchanged for preference securities of the surviving entity and the Shares remaining outstanding or such preference securities have such rights, preferences, privileges and voting power as are not materially less favorable to the holders than the rights, preferences, privileges and voting power of the Shares. Under Maine law, holders of the Shares will be entitled to vote as a separate voting group on certain amendments to the Company’s articles of incorporation and in connection with certain mergers. When voting as a separate class on these matters Maine law generally provides that the vote of holders of a majority of the Shares outstanding is required.

            Regulatory Capital Treatment

            The Company expects the Shares to qualify as Tier I capital under the Federal Reserve’s risk-based capital guidelines applicable to bank holding companies.

            Transferability

            The Shares will not be subject to any contractual restrictions on transferability, and the Company will be obligated to file a registration statement under the Securities Act of 1933, as amended, as promptly as practicable after issuing the Shares to the UST. The UST may transfer the Shares to third parties at any time.

            The Company will be subject to certain executive compensation and corporate governance requirements. The Company will need to modify or terminate all benefit plans or compensation arrangements to eliminate any provisions that would not be in compliance with Section 111 of the Emergency Economic Stabilization Act of 2008. In general, the Company would need to (i) ensure that the Senior Executive Officer compensation programs do not encourage unnecessary and excessive risks, (ii) add "clawback" provisions into the incentive compensation programs for Senior Executive Officers whose awards are based on criteria, such as net income, that are later proven to be materially inaccurate, (iii) terminate any golden parachute arrangements with its Senior Executive Officers. In addition, any deductions for compensation paid to each Senior Executive Officer in excess of $500,000 would be disallowed. For purposes of the TARP Capital Purchase Program, the Company’s "Senior Executive Officers," as defined under the Emergency Economic Stabilization Act of 2008, include our CEO, CFO and three next most highly-compensated policy-making executives.

Potential Anti-Takeover Effects of the Proposed Amendment

            Although the Board of Directors represents that it will not, without prior shareholder approval, issue any series of blank check preferred stock for any defensive or anti-takeover purpose, this Proposal could have certain unintended anti-takeover effects. For example, the issuance of preferred stock with voting rights could, under certain circumstances and depending upon the terms and rights of the class of the preferred stock as designated by the Board of Directors, have the effect of delaying or preventing a change of control of the Company by increasing the number of outstanding shares entitled to vote and by increasing the number of votes required to approve a change of control of the Company.

Approval Requirement and Board of Directors Recommendation

            Assuming the existence of a quorum at the Special Meeting of Shareholders, the proposal to approve the amendment to the Articles of Incorporation of the Company requires the affirmative vote of a majority of the shares of common stock present or represented at the meeting. Accordingly, abstentions and broker non-votes will have the effect of a vote against the proposal.

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            If at the Special Meeting the number of shares of the Company’s common stock present or represented and voting in favor of the amendment to the Articles of Incorporation is insufficient to approve Proposal One, the Company’s management may move to adjourn, postpone or continue the Special Meeting in order to enable the Board of Directors to continue to solicit additional proxies in favor of the proposal to amend the Articles of Incorporation. In that event, you will be asked to vote only upon the adjournment, postponement or continuation proposal and not Proposal One.

            In this proposal, the Company is asking you to authorize the holder of any proxy solicited by the Board of Directors to vote in favor of adjourning, postponing or continuing the Special Meeting and any later adjournments. If the Company’s shareholders approve the adjournment, postponement or continuation proposal, the Company could adjourn, postpone or continue the Special Meeting, and any adjourned session of the Special Meeting, to use the additional time to solicit additional proxies in favor of the proposal to amend the Articles of Incorporation, including the solicitation of proxies from the shareholders that have previously voted against the proposal. Among other things, approval of the adjournment, postponement or continuation proposal could mean that, even if proxies representing a sufficient number of votes against the proposal to amend the Company’s Articles of Incorporation have been received, the Company could adjourn, postpone or continue the Special Meeting without a vote on the proposal to amend the Articles of Incorporation and seek to convince the holders of those shares to change their votes to votes in favor of the proposal.

            The adjournment, postponement or continuation proposal requires the affirmative vote of a majority of the shares of common stock present or represented at the meeting. Accordingly, abstentions and broker non-votes will have the effect of a vote against the proposal. No proxy that is specifically marked AGAINST the proposal to amend and restate Current Articles will be voted in favor of the adjournment, postponement or continuation proposal, unless it is specifically marked FOR the discretionary authority to adjourn, postpone or continue the Special Meeting to a later date.

            The Board of Directors believes that if the number of shares of the Company’s common stock present or represented at the Special Meeting and voting in favor of the proposal to amend the Company’s Articles of Incorporation is insufficient to approve the amendment, it is in the best interests of the shareholders to enable the Board of Directors, for a limited period of time, to continue to seek to obtain a sufficient number of additional votes to approve the proposal.

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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

            As of November 12, 2008, the Company had outstanding 2,899,058 shares of its common stock (the "Common Stock"), par value $2 per share.

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The Company is not aware of any arrangement that could at a subsequent date result in a change in control of the Company.

   SHAREHOLDER PROPOSALS

                Shareholders may submit proposals for consideration at the 2009 Annual Meeting, which presently is scheduled for May 19, 2009. In order to be included in the Company’s Proxy Statement and Form of Proxy relating to that meeting, such proposals must be received by the Company no later than December 8, 2008, which is 120 days in advance of the proposed mailing date of next year’s proxy materials. Proposals should be addressed to Marsha C. Sawyer, Clerk, Bar Harbor Bankshares, 82 Main Street, Bar Harbor, ME 04609.

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OTHER BUSINESS

            As of the date of this Proxy Statement, the Company’s Board of Directors knows of no matters that will be presented for consideration at the Special Meeting of Shareholders other than as described in this Proxy Statement. If any other business, matter, or proposal shall properly come before the Special Meeting of Shareholders and be voted upon, the enclosed proxies will be deemed to confer discretionary authority on the individuals named as proxies therein to vote the shares represented by such proxies as to any such matters. The persons named as proxies intend to vote or not to vote in accordance with the recommendation of the Company’s Board of Directors.

By Order of the Board of Directors

Marsha C. Sawyer, Clerk

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FIFTH The capital stock of the corporation shall be designated as follows:

            (a) Common Stock. The corporation shall have the authority to issue 10,000,000 shares of common stock, par value $2.00 per share.

            (b) Preferred Stock.

                        (1)     The corporation shall have authority to issue up to 1,000,000 shares of preferred stock, no par value. The shares of preferred stock of the corporation may be issued from time to time in one or more classes or series, the shares of each class or series to have such voting powers, full or limited, or no voting powers, and such designations, preferences, rights, powers, including voting powers (or qualifications, limitations, or restrictions thereof) as are stated in the resolution or resolutions providing for the issue of such class or series adopted by the Board of Directors as provided in Paragraph (b)(2) of this Fifth Article.