[LIVE]
[NOTIFY]                   74313,406
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                      SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549
                        ________________________
                              Form 10-K

(Mark One)
   /X/  Annual report pursuant to Section 13 or 15(d) of the
        Securities Exchange Act of 1934.
        For the fiscal year ended August 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 1-8154

                        ESSEX COUNTY GAS COMPANY
     
     (Exact name of Registrant as specified in its charter)

    Massachusetts                             04-1427020
(State of organization)                 (IRS Employer Identification No.)

   7 North Hunt Road, Amesbury, Massachusetts             01913
    (Address of principal executive offices)             (Zip Code)


           Registrant's telephone number, including area code:  
                              (508) 388-4000
         
       Securities registered pursuant to Section 12(b) of the Act:
                                 
              Title of Class                    Exchange
       Common Stock, $2.50 Par Value           NASDAQ/NMS

         Securities registered pursuant to Section 12(g) of the Act:
                                   None


   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 the registrant's knowledge, in definitive 
   proxy or information statements incorporated by reference in Part III 
   of this Form 10-K or any amendment to this Form 10-K.  /X/

   The aggregate market value of the voting stock held by non-affiliates 
   on October 31, 1995 based upon the last sales price on that date was 
   approximately $40,367,000.

   DOCUMENTS INCORPORATED BY REFERENCE:  Part III hereofincorporates by 
   reference portions of the definitive Proxy Statement dated 
   December 5, 1995, for the Annual Meeting of Stockholders to be held 
   January 16, 1996.  Part IV hereofincorporates by reference certain of 
   the Exhibits to the following documents:  
   Registration Statement No. 2-74531 on Form S-7, filed October 23, 1981, 
   Registration Statement No. 33-6597 on Form S-2 filed on June 19, 1986, 
   Registration Statement No. 33-69736 on Form S-3, filed on September 30, 
    1993, 
   Registrant's Annual Report on Form 10-K for fiscal 1988, 
   Registrant's Annual Report on Form 10-K for fiscal 1992, 
   Registrant's Annual Report on Form 10-K for fiscal 1993, 
   Registrant's Quarterly Report on Form 10-Q for the Quarter ended 
    February 28, 1991, 
   Registrant's Quarterly Report on Form 10-Q for the Quarter ended 
    May 31,1992, 
   Registrant's Quarterly Report on Form 10-Q for the Quarter ended 
    February 28, 1995 and 
   Registrant's Quarterly Report on Form 10-Q for the Quarter ended 
    May 31, 1995.

<PAGE>  2
                            SIGNATURES

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

                                      ESSEX COUNTY GAS COMPANY
                                            (Registrant)

Date:     November   , 1995      

by 
          Vice  President and Treasurer

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




Signature                        Title                 Date

/s/ Charles E. Billups      Chairman of the Board    11/28/95


/s/ Philip H. Reardon       President and Chief      11/28/95
                            Executive Officer

/s/ James H. Hastings       Vice President and       11/28/95
                            Treasurer (Principal
                            Financial and Accounting
                            Officer)

/s/ Benjamin C. Bixby       Director                  11/28/95

/s/ Daniel A. Burkhard      Director                  11/28/95

/s/ Edward J. Curtis        Director                  11/28/95

/s/ Dorothy J. Dotson       Director                  11/28/95

/s/ Richard P. Hamel        Director                  11/28/95

/s/ Robert S. Jackson       Director                  11/28/95

/s/ Eric H. Jostrom         Director                  11/28/95
                                                              
/s/ Robert L. Meade         Director                  11/28/95

/s/ Kenneth L. Paul         Director                  11/28/95

/s/ Richard L. Wellman      Director                  11/28/95


                             PART IV

ITEM 14:        Exhibits, Financial Statement Schedules and
                Reports on Form 8-K

A)  Documents filed as part of this report:

    1.    The Financial Statements of the Company, on pages
          20 through 36, and the Report of Arthur Andersen LLP on page 19
          herein.

    2.    Schedules.

          None.

    3.    Exhibits

                                                        
Exhibit                                                
Number      Description                               

3.1        Restated Articles of Organization of Essex County
           Gas Company.3

3.2        Bylaws of Essex County Gas Company.4

4.1        The rights of holders of Redeemable Preferred
           Stock, 5.50% Series and the rights of holders of
           Common Stock, are defined in the Bylaws and the
           Restated Articles of Organization of the Registrant.
           See Exhibit 3.1.

4.2        Indenture dated as of June 1, 1986 between the Com-
           pany and Centerre Trust Company of St. Louis, Trustee.2

                                                       
Exhibit                                                
Number      Description                                

4.3        Eleventh Supplemental Indenture dated as of Septem-
           ber 15, 1988, providing for a 10 1/4% Series due
           2003.1

4.4        Twelfth Supplemental Indenture dated as of
           December 1, 1990, providing for a 10.10%
           Series due 2020.4

10.1       LNG Storage, Inc., Lease Indenture of Mortgage
           and Deed of Trust dated April 10, 1972.1

10.2       Haverhill Familee Investment Corporation - Lease
           of Corporate Headquarters dated November 1,
           1975.1

10.3       Arlington Trust Company - Purchase Contract,
           Credit Agreement, Trust Agreement and Storage
           Agreement dated October 1, 1980.1

10.4       Consolidated Gas Supply Corporation - Underground
           Storage Contract dated February 18, 1980.1

10.5       Penn-York Energy Corporation - Storage Services
           Agreement dated December 21, 1984.1

10.6       Canadian Gas Transportation Contract between
           Tennessee Gas Pipeline Company and Essex County
           Gas Company dated December 1, 1987.3

10.7       Phase 2 Gas Sales Agreement between Boundary Gas
           and Essex County Gas Company dated September 14,
           1987.3

10.8       Amendment to the Agreement for the Sale of Gas
           between Bay State Gas Company and Essex County Gas
           Company dated May 6, 1988.3

10.9       Agreement for the Liquefaction of Gas between Bay
           State  Gas Company and Essex County Gas  Company
           dated March 14, 1988.3
            
10.10      Bond Purchase Agreement dated December 1, 1990, among
           Allstate Life Insurance Company of New York, and
           Essex County Gas Company.4

10.11      Iroquois Gas Transmission System, L.P. Gas Transpor-
           tation Contract for Firm Reserved Service dated
           February 7, 1991.3
             
                                                       
Exhibit                                                
Number      Description                                

10.12      Alberta Northeast Gas Limited (ANE), Gas Sales
           Contract Agreement No. 1 dated February 7,
           1991.5

10.13      Aquila Energy Marketing Corporation Gas Sales
           Agreement dated June 5, 1992.5

10.14      Natural Gas Clearinghouse Gas Sales Agreement
           dated June 8, 1992.5

10.15      Tennessee Gas Pipeline Transportation Contract
           dated February 7, 1991.6

10.16      Tennessee Gas Pipeline Company Gas Storage Con-
           tract (SS-NE) TGP002099STO dated November 10,
           1991.6

10.17      Tennessee Gas Pipeline Company Storage Service
           Transportation Contract TF-4175 dated October
           28, 1991.6

10.18      The Company has entered into an amended employment
           contract with Charles E. Billups, Chairman of the
           Board.2*

10.19      Form of employment contract between the Company and
           each of the following officers:  Wayne I. Brooks,
           Vice President; John W. Purdy, Jr., Vice President;
           James H. Hastings, Vice President and Treasurer;
           Allen R. Neale, Vice President; and Cathy E. Brown,
           Clerk.  These contracts are identical to those sub-
           mitted with the Annual Report for each with the
           exception of compensation amounts.2*

10.20      Employment Agreement between the Company and Philip
           H. Reardon, President, dated November 19, 1992.7*

10.22      Gas Transportation Agreement between Essex County
           Gas Company and Tennessee Gas Pipeline Company (for
           use under FT-A Rate Schedule) dated September 1,
           1993.8

10.23      Gas Transportation Agreement between Essex County
           Gas Company and Tennessee Gas Pipeline Company (for
           use under FT-A Rate Schedule) dated August 25,
           1993.8

10.24      Gas Transportation Agreement between Essex County
           Gas Company and Tennessee Gas Pipeline Company (for
           use under Transportation Service "CGT-NE" Rate
           Schedule) dated September 1, 1993.8

                                                    
Exhibit                                                
Number      Description                                


10.25      Gas Transportation Agreement between Essex County
           Gas Company and Tennessee Gas Pipeline Company (for
           use under FT-A Rate Schedule) dated September 1,
           1993.8

10.26      Gas Transportation Agreement between Essex County
           Gas Company and Tennessee Gas Pipeline Company (for
           use under Rate Schedule FS) dated September 1,
           1993.8

10.27      Amendment to Employment Agreement between the
           Company and Philip H. Reardon, President, dated
           March 3, 1994.*

10.28      Amendment to Employment Agreement between the
           Company and John W. Purdy, Jr., Vice President,
           dated March 3, 1994.*

10.29      Amendment to Employment Agreement between the
           Company and Wayne I. Brooks, Vice President,
           dated March 3, 1994.*

10.30      Amendment to Employment Agreement between the
           Company and Allen R. Neale, Vice President,
           dated March 3, 1994.*

10.31      Amendment to Employment Agreement between the
           Company and James H. Hastings, Vice President
           and Treasurer, dated March 3, 1994.*

10.32      Amendment to Employment Agreement between the
           Company and Cathy E. Brown, Corporate Clerk,
           dated March 3, 1994.*

10.33      Essex County Gas Company Supplemental Retirement
           Plan for Philip H. Reardon effective January 1, 1994.*

27         Financial Data Schedule

 B)        Reports on Form 8-K

           No reports on Form 8-K have been filed during the
           quarter ended August 31, 1995.

*Denotes Management Contract.

1    Previously filed as an exhibit to Registrant's Registration
     Statement on Form  S-7, filed October 23, 1981, File No. 2-74531 and  
     is incorporated herein by this reference.

2    Previously filed as an exhibit to Registrant's Registration
     Statement on Form  S-2,  filed  June 19, 1986, File No.  33-6597  
     and is incorporated herein by this reference.

3    Previously filed as an exhibit to Registrant's 10-K filed for
     the fiscal year ended August 31, 1988, and is incorporated herein by 
     this reference.

4    Previously filed as an exhibit to Registrant's 10-Q filed for
     the quarter ended February 28, 1991, and is incorporated herein by  
     this reference.

5    Previously filed as an exhibit to Registrant's 10-Q filed for
     the quarter ended  May  31,  1992, and is incorporated  herein  
     by  this reference.

6    Previously filed as an exhibit to Registrant's 10-K filed for
     the fiscal year ended August 31, 1992, and is incorporated herein 
     by this reference.

7    Previously filed as an exhibit to Registrant's Form S-3, No.
     33-69736, filed  on September 30, 1993, and is incorporated herein  by
     this reference.

8    Previously filed as an exhibit to Registrant's Form 10-K filed
     for the fiscal year ended August 31, 1993, and is incorporated herein
     by this reference.