SECURITIES AND EXCHANGE COMMISSION
                            Washington, DC 20549
                                  FORM 10-K

(Mark One)
[X]  Annual report pursuant to Section 13 or 15(d) of the Securities 
Exchange Act of 1934 (Fee required)

For the fiscal year ended June 30, 1998 or
                          -------------

[ ]  Transition report pursuant to Section 13 or 15(d) of the Securities 
Exchange Act of 1934
(No fee required)

For the transition period from                       to                       
                               ---------------------    ---------------------

Commission File Number   0-1857-3
                        ----------

                          The Berkshire Gas Company
           ------------------------------------------------------
           (Exact Name of Registrant as Specified in Its Charter)

Massachusetts                                04-1731220
----------------------------------           ----------------------
(State or Other Jurisdiction of              (I.R.S. Employer 
Incorporation or Organization)               Identification No.)

115 Cheshire Road, Pittsfield, MA            01201-1803
-------------------------------------------  -------------
(Address of Principal Executive Offices)     (Zip Code)


                               (413) 442-1511
            ----------------------------------------------------
            (Registrant's Telephone Number, Including Area Code)

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

                                       Name of Each Exchange
Title of Each Class                    on Which Registered
-------------------                    ---------------------



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

Common Stock, Par Value $2.50 Per Share
-------------------------------------------------------------------------------
                              (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 III of this Form 
10-K or any amendment to this Form 10-K. [  ]

      Aggregate market value of shares of Common Stock, $2.50 par value of 
the Registrant held by non-affiliates as of July 31, 1998 was $46,983,840.  
Total shares of common stock of the Registrant outstanding as of July 31, 
1998 were 2,324,930.

Documents Incorporated by Reference:

1.    The Berkshire Gas Company's Annual Report to Shareholders for the 
      fiscal year ended June 30, 1998 (Items 5, 6, 7, and 8 of Part II).

2.    The Berkshire Gas Company's definitive Proxy Statement, to be filed on 
      October 2, 1998, pursuant to Regulation 14A under the Securities and 
      Exchange Act of 1934 (Items 10, 11, 12 and 13 of Part III).

FORM 10-K
                          THE BERKSHIRE GAS COMPANY
                                   PART I
                                   ------

                              Table of Contents

                                                        Item       Page
                                                       Number     Number
                                                       ------     ------

Business                                                  1          3
Properties                                                2         10
Legal Proceedings                                         3         11
Submission of Matters to a Vote of
 Security Holders                                         4         11
Additional Items                                          -         11
 (Executive Officers of the Registrant)

                                   PART II
                                   -------

Market For Registrant's Common Equity and Related
 Stockholder Matters                                      5         13
Selected Financial Data                                   6         13
Management's Discussion and Analysis of
 Financial Condition and Results of Operations            7         13
Financial Statements and Supplementary Data               8         13
Changes in and Disagreements with Accountants
 on Accounting and Financial Disclosure                   9         13

                                  PART III
                                  --------

Directors and Executive Officers of the Registrant       10         14
Executive Compensation                                   11         14
Security Ownership of Certain Beneficial
 Owners and Management                                   12         14
Certain Relationships and Related Transactions           13         14

                                   PART IV
                                   -------

Exhibits, Independent Auditors' Report on
 Supplemental Schedules, Financial Statement
 Schedules, and Reports on Form 8-K                      14         16


Item I.  Business
-----------------

                                   General

      The Berkshire Gas Company (the "Company") was incorporated in the 
Commonwealth of Massachusetts in 1853 and is a publicly-held utility engaged 
in the distribution and sale of natural gas for residential, commercial and 
industrial use.  The Company also has an appliance rental division that 
sells and leases gas burning equipment.  Through its Berkshire Propane 
division, the Company markets liquefied petroleum gas.

      Cautionary Statement for Purposes of the "Safe Harbor"
      Provisions of the Private Securities Litigation Reform Act
      of 1995

      This Annual Report contains forward-looking statements within the 
meaning of the Private Securities Litigation Reform Act of 1995.  Actual 
results could differ materially from those contemplated by such statements.  
Such statements reflect management's current views, are based on many 
assumptions and are subject to risks and uncertainties.

      Certain important factors which could cause such results to differ 
include risks associated with the Company's maintaining contracts with 
specific customers, government regulation, the increasingly competitive 
nature of the markets in which the Company is engaged, and dependence on key 
personnel.  These factors are not intended to represent a complete list of 
the general or specific risks that may affect the Company.

                              Territory Served

      The Company's utility service territory includes 19 communities in the 
western portion of the Commonwealth of Massachusetts, including the cities 
of Pittsfield and North Adams, the towns of Adams, Amherst, Great 
Barrington, Greenfield and Williamstown, and twelve smaller municipalities. 
The population of the area served is estimated at 190,000 and is primarily 
residential in character, but the territory also includes industrial, 
agricultural, educational, cultural and resort facilities.  The Company also 
markets propane throughout the western portion of Massachusetts, eastern New 
York and southern Vermont.  The Company currently serves over 32,000 natural 
gas and 5,000 propane customers. 

                                  Customers

      The largest group of natural gas customers is the residential class.  
During the fiscal years ended June 30, 1998, 1997 and 1996, residential 
consumers accounted for approximately 55%, 55% and 54%; commercial and 
industrial consumers accounted for 41%, 40% and 42%; and transportation 
consumers accounted for approximately 4%, 5% and 4% of operating revenues, 
respectively. Transportation consumers account for approximately 8%, 9%, and 
5% of operating margin for fiscal years 1998, 1997 and 1996, respectively.  
Net income could be impacted by the loss of one or more significant 
transportation consumers, who are all under contracts.

      The number of natural gas customers increased 1% in 1998 over 1997, 
from 33,887 to 34,166.  Total Mcf sold and transported decreased from 
8,079,811 Mcf in 1997 to 7,356,946 Mcf in 1998 primarily due to 10% warmer 
than normal weather.  Total natural gas customers by classification at June 
30 in each of the previous five years were: 

<TABLE>
<CAPTION>
                             1998       1997       1996       1995       1994
                             ----       ----       ----       ----       ----

<S>                         <C>        <C>        <C>        <C>        <C>
Residential                 29,911     29,682     29,707     29,565     29,126
Commercial & Industrial      4,255      4,205      4,056      4,031     3,921
</TABLE>


                                 Competition

      Implementation of the Federal Energy Regulatory Commission's ("FERC") 
Order 636 has increased the potential for competition in gas procurement, 
supply and sale.  FERC's actions have sought to encourage competition and 
natural gas market efficiency through deregulation and "unbundling of 
services" at the interstate pipeline level.  This unbundling has changed the 
historical relationships, whereby producers sold to pipelines, pipelines 
sold to local distribution companies ("LDCs") such as Berkshire Gas and LDCs 
sold to end-users.  Now LDCs or end-users may utilize pipeline services 
primarily for the transportation of gas purchased from third parties.  

      While historically the Company has been subject to competition from 
electricity, oil, propane, coal and other fuels for heating, water heating, 
cooking, air conditioning and industrial applications, regulatory changes 
have created the competition among existing and new suppliers or marketers 
of natural gas.  The Company takes a very positive view of the changes 
occurring within the natural gas industry.  The advent of customer choice 
should enhance the value of the Company's products and services.  The 
Company is taking an active role in the transformation of the industry at 
the state level, through participation in collaborative proceedings 
involving a wide range of market stakeholders and regulators.

      The Company has formed a new division to pursue opportunities spawning 
from the transformation of our industry. Berkshire Energy Marketing, in 
alliance with Conectiv/CNE Energy Services, LLC, a major regional commodity 
provider, will market electricity and fuel oil, as well as natural gas, in 
our existing franchise area and nearby regions.  The Company will continue 
to perform the gas utility distribution function upon the completion of the 
corporate restructuring and will remain subject to the regulatory authority 
of the DTE.

                            Rates and Regulations

      The Company is subject to the regulatory authority of the 
Massachusetts Department of Telecommunications and Energy ("DTE"), formerly 
the Massachusetts Department of Public Utilities, with respect to various 
matters, including rates, financing, certain gas supply contracts, demand-
side management programs and planning and safety matters.

      The principal rate classifications are residential, commercial and 
industrial.  The Company also offers five Quasi-Firm transportation rates 
for large end-users as well as interruptible sales and transportation 
service.  The Company's rate structure is based on the cost of providing 
service to each customer class.  Current rates became effective January 1, 
1994 with the exception of a revised Interruptible Transportation Rate which 
became effective July 1, 1996 and Transportation Terms and Conditions which 
became effective November 1, 1996.

      Presently, the Company's residential rates are designed separately for 
heating and non-heating purposes.  Additionally, for the Company, like most 
other utility companies in Massachusetts,  subsidized rates are available to 
residential customers who qualify for certain government entitlements.  
These customers receive a 20% discount from the standard residential rates.  
The commercial and industrial rates are based on load factor; that is, the 
cost is based on how much gas is consumed and when it is consumed.  Those 
customers who use more than 30% of their annual usage in the summer are 
considered high load factor; those using less than 30% of their annual usage 
during the summer season are considered low load factor.  There are seven 
classifications of load factor rates.

      The current firm rate structure is based on seasonal rates, whereby 
base rates are higher in the winter (November through April) and lower in 
the summer (May through October).  In addition to the base rates, the 
Company has a seasonal Cost of Gas Adjustment Clause ("CGAC") rate schedule, 
pursuant to which the Company recovers (primarily variable) gas costs.  
Charges under the CGAC rate schedule are added to the base rates and are 
designed to recover higher gas costs in the winter and refund lower gas 
costs in the summer.

      The Company also provides several non-firm and special rates to meet 
the varying needs of large customers.  These rates include Interruptible 
Sales Service whereby a customer is capable of either ceasing operations or 
switching to an alternate fuel. Five Quasi-Firm Transportation Rates are 
available for large end-users and provide firm transportation and optional 
standby service for less than twelve months.  Additionally, a Load 
Management Rate is available for nonresidential customers who agree to 
reduce demand to a predetermined minimum level on peak days.  Finally, the 
Company makes sales to primarily larger customers under special contracts 
that reflect charges, levels, and terms of service different from those 
under generally available tariffs.  Often arrangements of this nature are 
made to meet competitive challenges.  Such contracts must be approved by the 
DTE on an individual case basis.

      In compliance with requirements set forth by the DTE, the Company 
filed revenue-neutral, unbundled rates.  The unbundled rates were submitted 
in accordance with a request for a Joint Motion for Approval of the 
Settlement Agreement ("the Settlement") reached by participants in the 
Massachusetts Gas Unbundling Collaborative ("the Collaborative"). The 
Settlement resulted from extensive discussions between the Parties to 
resolve issues relating to the unbundling of the Company's rates for all 
customer classes, as well as cost allocation and rate design.  The Parties 
supported the DTE's approval of the revised rate schedules with the intent 
that new tariffs be implemented for effect November 1, 1998.  The Joint 
Motion for Approval of the Settlement Agreement was approved on August 14, 
1998.

      Additionally, on July 10, 1998, the ten investor-owned local 
distribution companies filed a Joint Motion for Settlement Agreement ("the 
Agreement") with the DTE relating to Model Terms and Conditions for 
unbundled gas distribution services as set forth in the agreement.  The LDCs 
and the Marketer Group have agreed to many sections and have indicated where 
further action is required by participants in the Collaborative following 
the DTE's decision on capacity assignment and related issues, including 
Interruptible Distribution Service.

      On July 2, 1998, the DTE issued an Interlocutory Order on Procedural 
Schedule.  In that order, the DTE agreed to have unbundled rates in place 
November 1, 1998.  Second, the DTE stated they intend to review and issue a 
decision on the Model Terms and Conditions no later than September 30, 1998.  
Finally, the DTE intends to issue an order on capacity assignment and cost 
responsibility by October 30, 1998.  As a result of this schedule, the DTE 
found that the introduction of comprehensive unbundling of LDCs services 
should be implemented no later than April 1, 1999.

      The Company is also subject to standards prescribed by the Secretary 
of Transportation under the Natural Gas Pipeline Safety Act of 1968 with 
respect to the design, installation, testing, construction and maintenance 
of pipeline facilities.  The enforcement of these standards has been 
delegated to the DTE which has taken an active role in such enforcement, 
including the application of civil penalties and the requirement of remedial 
programs.

      The regulation of prices, terms and conditions of interstate pipeline 
transportation and sales of natural gas is subject to the jurisdiction of 
FERC.  The Company is not under the direct jurisdiction of FERC, but 
monitors, and periodically participates in, proceedings before FERC which 
involve the pipeline gas suppliers/transporters, the Company's operations, 
and other matters pertinent to the Company's business.  (See also 
"Competition".)

                            Environmental Matters

      Federal, state and local laws and regulations establishing standards 
and requirements for protection of the environment have increased in number 
and scope in recent years.  The Company cannot predict the future impact of 
such standards and requirements, which are subject to change and can be 
retroactively applied.

      During fiscal 1990, the DTE issued a generic ruling on cost recovery 
for environmental cleanup costs with respect to former gas manufacturing 
sites.  Under the ruling, the Company will recover, excluding carrying 
costs, over a seven-year period through the CGAC. This ruling also provides 
for the sharing of any proceeds received from insurance carriers equally 
between the Company and its ratepayers, and establishes maximum amounts that 
can be recovered from customers in any one year.

      During the year ended June 30, 1998, the Company continued the 
analysis and field review of two parcels of real estate formerly used for 
gas manufacturing operations, which had been found to contain coal tar 
deposits and other substances associated with by-products of the gas 
manufacturing process.  The review and assessment process began in 1985 with 
respect to site #1, which is owned by the Company, and in 1989 with respect 
to site #2, which was formerly owned by the Company.

      With the review and approval by the Massachusetts Department of 
Environmental Protection ("MDEP"), work at site #1 has resulted in proposed 
remedial activities which will be pursued in the near future, while site 
monitoring will be continuous.  Investigative activities are continuing at 
site #2. 

      It is difficult to predict the potential financial impact of these 
sites until first, the nature and risk is fully characterized, and second, 
the remedial strategies and related technologies are determined.  The 
general philosophy of the Company is one of source removal and/or reduction 
coupled with risk minimization.  

      Beginning in fiscal year 1999, the Company will begin remediation of 
site #1 at a projected cost of $1,300,000.  Assuming successful 
implementation, it is anticipated that through 2012 the level of 
expenditures for both sites will range from $3,290,000 to $12,302,000. The 
Company has recorded the most likely amount of $3,290,000 in accordance with 
SFAS No. 5.  Ultimate expenditures cannot be determined until a remedial 
action plan for site #2 is developed and approved by MDEP, along with plans 
for post remediation monitoring of both sites.  The Company's unamortized 
costs at June 30, 1998, were $800,000 and should be recovered using the 
formula discussed above.

      FERC Order 636 provides for 100% recovery by pipelines of any 
"Transition Costs" prudently incurred as a result of industry restructuring.  
As these costs have been and may be approved in the future, they have been 
and will be passed through to the Company as demand charges associated with 
the transportation of gas through the pipeline.  Under current rate 
structures, these costs are recovered through the CGAC.

                                 Seasonality

      The Company's business has a distinct seasonal quality because a large 
percentage of its sendout serves residential and commercial heating loads.  
Gas operating revenues reflect the seasonal nature of the business. Such 
revenues are affected by temperature variations between the heating and non-
heating seasons and by seasonal pricing differentials embodied in the 
Company's effective schedule of rates and charges for gas services. (See 
also "RATES AND REGULATIONS".)

                             Employee Relations

      The Company has 156 employees, approximately 51% of whom are 
represented by the United Steelworkers of America, AFL-CIO-CLC, under a 
contract which remains in effect until March 31, 2000.  Relations with 
employees are generally satisfactory.

                                 Gas Supply

      The Company's portfolio of firm natural gas contracts consists of 
Aquila Energy Marketing (2,683 Mcf/day); Boundary Gas (1,050 Mcf/day); 
Natural Gas Clearinghouse, "Cosmic" (2,682 Mcf/day) and NGC "636"(4,920 
Mcf/day); and Tenngasco Corporation(7,599 Mcf/day).  The remaining terms of 
the Company's gas supply contracts range from approximately three years to 
five years.

      Under the terms of a fuel purchase agreement executed with U.S. 
Generating Company (formerly Altresco, Inc.) on December 11, 1992, the 
Company is entitled to receive gas peaking service of up to 7,310 Mcf per 
day during the Winter Period of November 1 through March 31 of each year 
(not to exceed 307,018 Mcf for each Winter Period) and back-up gas supplies 
of up to 30,702 Mcf per day in the event of proration or curtailment of firm 
gas supplies (including propane).

      In addition, the Company executed two contracts with Distrigas of 
Massachusetts Corporation ("DOMAC") which entitled the Company to receive up 
to 5,409 Mcf per day of vaporized Liquified Natural Gas ("LNG").  These 
contracts are renewable from year to year.

      The Company estimates that its supply of natural gas and supplemental 
sources under contract are adequate to meet the anticipated needs of the 
Company's customers for the foreseeable future.  The annual sources of 
supply are as follows:  firm long-haul pipeline natural gas, including 
storage gas, 8,459,574 Mcf; natural gas peaking service (U.S. Generating 
Company) 307,000 Mcf; ("DOMAC") 1,920,995 Mcf; and Liquefied Petroleum Gas, 
13,800 Mcf (daily capability).  Additional pipeline supplies designated as 
"best efforts" or "interruptible" are available from time to time, but are 
subject to daily curtailment at the suppliers'/transporters' discretion.

      The Company has five Liquefied Petroleum Gas ("LPG") plants and one 
temporary portable LNG vaporizing unit which are utilized on peak days to 
supplement the pipeline natural gas supply.  By supplementing its natural 
gas supply with LPG, the Company is able to meet its customers' requirements 
during peak periods.  The Company's pipeline deliveries combined with LPG 
facilities' storage capacity yield a maximum daily sendout of approximately 
54,900 Mcf.  Actual maximum daily sendout due to degree day severity during 
the 1997-98 heating season was 40,110 Mcf, which occurred on December 31, 
1997, with an average temperature of 5 degrees Fahrenheit.  During the 
fiscal year ended June 30, 1998, the Company purchased an aggregate of 
5,359,707 Mcf of interstate pipeline natural gas at an average cost of 
$4.1532 per Mcf.  The average cost in each of the three preceding years 
ended June 30 was: 1997 - $4.3635; 1996 - $3.7234; and 1995 - $3.2820.  The 
composition of gas supply for customer requirements during the fiscal year 
ended June 30, 1998, was: 99.96% natural gas and .04% LNG and LPG.

      On April 16, 1997, the FERC approved an unopposed settlement offer of 
Tennessee Gas Pipeline Company which disposed of 34 FERC dockets and some 39 
appeals of FERC orders pending in the D.C. circuit.  The settlement 
established a cost sharing mechanism between Tennessee and its customers.  
As a result of the order, Tennessee implemented a reduced Gas Supply 
Realignment ("GSR") surcharge retroactively for the two-year period of 
January 1, 1997, through December 31, 1998.  On June 30, 1997, the Company 
received a refund from Tennessee of $323,456.95 representing excess GSR 
surcharges from January through March 1997.  The refund is currently being 
returned to Berkshire's customers through the Company's CGAC.  The GSR 
surcharges that remain to be charged to Berkshire by Tennessee through 
December 1998 will not significantly affect the Company's competitiveness.  
The GSR surcharges will be absorbed by all of Berkshire's customer classes.

Item 2.  Properties
-------------------

      The Company has approximately 669 miles of distribution mains, the 
major portion of which are constructed of coated steel, plastic or cast 
iron.  Berkshire owns and operates five auxiliary liquefied petroleum gas 
plants for supplementing its supply of natural gas.  (See "Business - Gas 
Supply".)  The Company has five terminal stations receiving gas from the 
interstate pipeline.

      All the principal properties of the Company are owned in fee, subject 
to the lien of the mortgage securing the Company's First Mortgage Bond, and 
are also subject to covenants, restrictions, easements, leases, rights-of-
way and other similar minor encumbrances or defects common to properties of 
comparable size and character; none of which in the opinion of the Company's 
management materially interferes with the Company's use of its properties in 
order to conduct its business.  The Company's gas mains are primarily 
located under public highways and streets.  Where they are under private 
property, the Company has obtained easements or rights-of-way from the 
record holders of title.  These easements and rights are deemed by the 
Company to be adequate for the purposes for which they are being used.

Item 3.  Legal Proceedings
--------------------------

      With reference to the matters discussed in Item I "Environmental 
Matters", the Company notified its present and former insurance carriers 
that it has incurred and will incur further costs associated with the 
previously-referenced coal tar deposits, for which it will seek coverage 
under applicable insurance policies.  No litigation has yet commenced and it 
is not possible to determine the extent to which recovery of costs will 
ultimately be obtained from such insurance carriers.

      The Company is also involved with other legal proceedings incidental 
to its business.  At the present time the Company cannot predict the 
outcomes of these proceedings and also believes that the outcome will not 
have a material adverse impact on its overall financial position or results 
of operations.

Item 4.  Submission of Matters To A Vote Of Security Holders
------------------------------------------------------------

      On May 8, 1998 a special meeting was held where shareholders voted and 
approved the formation of a holding company structure.

Additional Items
----------------

Executive Officers of the Registrant

      The table set forth below shows the names, titles and ages of all 
executive officers of the Registrant as of June 30, 1998.  There is no 
family relationship among officers of the Registrant.  There is no 
arrangement between any of the officers and any other person(s) pursuant to 
which such officer has or is to be elected as an officer.

<TABLE>
<CAPTION>
                                                  Served in This
Name                    Title                     Capacity Since     Age
----                    -----                     --------------     ---

<S>               <S>                                <C>             <C>
S.S. Robinson     President and Chief                10-28-87        58
                  Executive Officer

M.J. Marrone      Vice President, Treasurer          10-28-87         56
                  and Chief Financial Officer

R.M. Allessio     Vice President, Utility            11-07-97         48
                  Operations

L.H. Hotman*      Vice President, Business           11-07-97         55
                  Development
</TABLE>


The executive officers are elected annually.

      Listed below is a brief account of the business of each of the above 
executive officers during the past five years.

<TABLE>
<CAPTION>
Name              Capacity in Which Served During Past Five Years
----              -----------------------------------------------

<S>               <S>
S.S. Robinson     President and Chief Executive Officer

M.J. Marrone      Vice President, Treasurer and Chief Financial Officer 

R.M. Allessio     Vice President, Utility Operations; Vice President of 
                  Marketing and Distribution; Director of Marketing and 
                  Distribution; Director of Engineering and Distribution; 
                  Chief Engineer 

L.H. Hotman*      Vice President, Business Development; Vice President of 
                  Supply, Rates & Planning; Vice President of Supply, Rates 
                  & Marketing

<F*>   Resigned effective July 13, 1998
</TABLE>


                                   PART II
                                   -------


Item 5.  Market For Registrant's Common Equity and Related Stockholder Matters
------------------------------------------------------------------------------

      The number of registered common shareholders of record of the 
Registrant as of the close of business on July 31, 1998, was 1,920.  The 
other information required is contained in The Berkshire Gas Company's 
Annual Report to Shareholders for the fiscal year ended June 30, 1998, 
("Registrant's Annual Report") on page 31, under the heading "Quarterly 
Financial Information".  This information is hereby incorporated by 
reference in this report.

Item 6.  Selected Financial Data
--------------------------------

      The information required is contained in Registrant's Annual Report on 
pages 14 - 15, under the heading "10-Year Comparative Summary of Operations 
and Statistics".  This information is hereby incorporated by reference in 
this report.

Item 7.  Management's Discussion and Analysis of Financial Condition and 
------------------------------------------------------------------------
Results of Operations
---------------------

      The information required is contained in Registrant's Annual Report on 
pages 16 - 18, under the heading "Management's Discussion and Analysis of 
Financial Condition and Results of Operations".  This information is hereby 
incorporated by reference in this report.

Item 8.  Financial Statements and Supplementary Data
----------------------------------------------------

      The information required is contained in Registrant's Annual Report on 
pages 19 - 31, in the financial statements of The Berkshire Gas Company for 
the years ended June 30, 1998, 1997 and 1996, together with the related 
notes to financial statements, under the heading "Independent Auditors' 
Report", and under the heading "Quarterly Financial Information".  This 
information is hereby incorporated by reference in this report.

Item 9.  Changes in and Disagreements with Accountants on Accounting and 
------------------------------------------------------------------------
Financial Disclosure
--------------------

      None.


                                  PART III
                                  --------

Items 10, 11, 12 and 13
-----------------------

      The information required regarding the Executive Officers of the 
Registrant is included in Part I under "Additional Items". Certain other 
information called for by Items 10, 11, 12 and 13 has been omitted from this 
report pursuant to General Instruction G(3), and is incorporated herein by 
reference from the definitive proxy statement to be filed with the 
Securities and Exchange Commission pursuant to Regulation 14A not later than 
120 days after the close of the Company's last fiscal year.

                                   PART IV
                                   -------

Item 14.  Exhibits, Independent Auditors' Report on Supplemental Schedules, 
---------------------------------------------------------------------------
Financial Statement Schedules and Reports on Form 8-K
-----------------------------------------------------

(a)   1.  Financial Statements
          --------------------

      The following financial statements and related notes are contained in 
      the Registrant's Annual Report for the fiscal year ended June 30, 
      1998, and are incorporated herein by reference.

      Report of Independent Auditors.

      Statements of Income for the years ended June 30, 1998, 1997 and 1996.

      Balance Sheets, June 30, 1998, 1997 and 1996.

      Statements of Shareholders' Equity for the years ended June 30, 1998, 
      1997 and 1996.

      Statements of Cash Flows for the years ended June 30, 1998, 1997 and 
      1996.

      Notes to Financial Statements.

      Selected Quarterly Financial Data (unaudited) for the years ended June 
      30, 1998, 1997 and 1996.

      2.  Independent Auditors' Report on Supplemental Schedules
          ------------------------------------------------------



Deloitte &
 Touche LLP
-----------                        --------------------------------------------
                                   City Place           Telephone:(860)280-3000
                                   185 Asylum Street    Facsimile:(860)280-3051
                                   Hartford, Connecticut 06103-3402


INDEPENDENT AUDITORS' REPORT ON SUPPLEMENTAL SCHEDULES

To the Shareholders of
The Berkshire Gas Company:

We have audited the financial statements of The Berkshire Gas Company as of 
June 30, 1998, 1997 and 1996 and for each of the three fiscal years in the 
period ended June 30, 1998 and have issued our report thereon dated August 
12, 1998;such financial statements and report are included in The Berkshire 
Gas Company's Annual Report to Shareholders and are incorporated herein by 
reference.  Our audits also included the financial statement schedules of 
The Berkshire Gas Company, listed in item 14.  These financial statement 
schedules are the responsibility of The Berkshire Gas Company's management. 
Our responsibility is to express an opinion based on our audits.  In our 
opinion, such financial schedules, when considered in relation to the basic 
financial statements taken as a whole, present fairly, in all material 
respects, the information set forth therein.



/s/ Deloitte & Touche LLP

August 12, 1998


--------------
Deloitte Touch
Tohmatsu
International
--------------


      3.  Financial Statement Schedules
          -----------------------------

            The information called for by this item appears under the 
            caption "Financial Statement Schedules and Exhibits Filed with 
            Annual Report on Form 10-K" (page 1 hereof).  Such information 
            is incorporated by reference herein.

      4.  Exhibits
          --------

            The information called for by this item appears under the 
            caption "Financial Statement Schedules and Exhibits Filed with 
            Annual Report on Form 10-K" (page 1 hereof).  Such information 
            is incorporated by reference herein.

(b)   Reports on Form 8-K
      -------------------

      None.




                                 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.

Date: August 26, 1998                  By: /s/ SCOTT S. ROBINSON
                                           ----------------------------------
                                           Scott S. Robinson, President & CEO

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 on the dates indicated.


Signatures                      Capacity                      Date
----------                      --------                      ----

/s/ FRANKLIN M. HUNDLEY         Director                 August 26, 1998
---------------------------
Franklin M. Hundley
Chairman of the Board

/s/ SCOTT S. ROBINSON           Principal Executive      August 26, 1998
---------------------------     Officer; Director
Scott S. Robinson
President and Chief
Executive Officer

/s/ MICHAEL J. MARRONE          Principal Financial      August 26, 1998
---------------------------     & Accounting Officer
Michael J. Marrone
Vice President, Treasurer
and Chief Financial Officer

/s/ GEROGE R. BALDWIN           Director                 August 26, 1998
---------------------------
George R. Baldwin

/s/ JOHN W. BOND                Director                 August 26, 1998
---------------------------
John W. Bond

/s/ PAUL L. GIOIA               Director                 August 26, 1998
---------------------------
Paul L. Gioia

/s/ JAMES R. KEYS               Director                 August 26, 1998
---------------------------
James R. Keys

/s/ ROBERT B. TRASK             Director                 August 26, 1998
---------------------------
Robert B. Trask



                          THE BERKSHIRE GAS COMPANY

                        FINANCIAL STATEMENT SCHEDULES

                                     and

                                  EXHIBITS

                                 Filed With

                         ANNUAL REPORT ON FORM 10-K




                                EXHIBIT INDEX

      Certain of the following exhibits are filed herewith or will be filed 
herewith by amendment.  Certain other of the following exhibits have 
heretofore been filed with the Commission and pursuant to Rule 411 are 
incorporated herein by reference.

Exhibit
Number                               Description
-------                              -----------


4(a)   First Mortgage Indenture and Deed of Trust, dated as of July 1, 1954, 
       between Pittsfield Coal Gas Company (now The Berkshire Gas Company) 
       and Chemical Corn Exchange Bank (now Chemical Bank), Trustee.  Filed 
       as Exhibit 4(c) to the Company's Registration Statement on Form S-1, 
       Registration Statement No. 2-19808, and incorporated herein by 
       reference.

4(b)   First Supplemental Indenture, dated as of June 1, 1956, between the 
       Company and Chemical Corn Exchange Bank (now Chemical Bank), Trustee.  
       Filed as Exhibit 4(d) to the Company's Registration Statement on Form 
       S-1, Registration Statement No. 2-19808, and incorporated herein by 
       reference.

4(c)   Second Supplemental Indenture, dated as of October 1, 1957, between 
       the Company and Chemical Corn Exchange Bank (now Chemical Bank), 
       Trustee.  Filed as Exhibit 4(e) to the Company's Registration 
       Statement on Form S-2, Registration Statement No. 2-19808, and 
       incorporated herein by reference.

4(d)   Third Supplemental Indenture, dated as of October 1, 1958, between 
       the Company and Chemical Corn Exchange Bank (now Chemical Bank), 
       Trustee.  Filed as Exhibit 4(f) to the Company's Registration 
       Statement on Form S-1, Registration Statement No. 2-19808, and 
       incorporated herein by reference.

4(e)   Fourth Supplemental Indenture, dated as of August 1, 1960, between 
       the Company and Chemical Bank New York Trust Company (now Chemical 
       Bank), Trustee.  Filed as Exhibit 4(e) to the Company's Registration 
       Statement on Form S-2, File No. 33-1492, and incorporated herein by 
       reference.

4(f)   Fifth Supplemental Indenture, dated as of June 1, 1962, between the 
       Company and Chemical Bank New York Trust Company (now Chemical Bank), 
       Trustee.  Filed as Exhibit 4(f) to the Company's Registration 
       Statement on Form S-2, File No. 33-1492, and incorporated herein by 
       reference.

4(g)   Sixth Supplemental Indenture, dated as of February 1, 1965, between 
       the Company and Chemical Bank New York Trust Company (now Chemical 
       Bank), Trustee.  Filed as Exhibit 4(g) to the Company's Registration 
       Statement on Form S-2, File No. 33-1492, and incorporated herein by 
       reference.

4(h)   Seventh Supplemental Indenture, dated as of October 1, 1965, between 
       the Company and Chemical Bank New York Trust Company (now Chemical 
       Bank), Trustee.  Filed as Exhibit 4(h) to the Company's Registration 
       Statement on Form S-2, File No. 33-1492, and incorporated herein by 
       reference.

4(i)   Eighth Supplemental Indenture, dated as of September 1, 1967, between 
       the Company and Chemical Bank New York Trust Company (now Chemical 
       Bank), Trustee.  Filed as Exhibit 4(i) to the Company's Registration 
       Statement on Form S-2, File No. 33-1492, and incorporated herein by 
       reference.

4(j)   Ninth Supplemental Indenture, dated as of April 1, 1969, between the 
       Company and Chemical Bank, Trustee.  Filed as Exhibit 4(j) to the 
       Company's Registration Statement on Form S-2, File No. 33-1492, and 
       incorporated herein by reference.

4(k)   Tenth Supplemental Indenture, dated as of March 1, 1972, between the 
       Company and Chemical Bank, Trustee.  Filed as Exhibit 4(k) to the 
       Company's Registration Statement on Form S-2, File No. 33-1492, and 
       incorporated herein by reference.

4(l)   Eleventh Supplemental Indenture, dated as of April 15, 1975, between 
       the Company and Chemical Bank, Trustee.  Filed as Exhibit 4(l) the 
       Company's Registration Statement on Form S-2, File No. 33-1492, and 
       incorporated herein by reference.

4(m)   Twelfth Supplemental Indenture, dated as of November 27, 1978, 
       between the Company and Chemical Bank, Trustee.  Filed as Exhibit 
       4(m) to the Company's Registration Statement on Form S-2, File No. 
       33-1492, and incorporated herein by reference.

4(n)   Thirteenth Supplemental Indenture, dated as of October 15, 1981, 
       between the Company and Chemical Bank, Trustee.  Filed as Exhibit 
       4(n) to the Company's  Registration Statement on Form S-2, File No. 
       33-1492, and incorporated herein by reference.

4(o)   Fourteenth Supplemental Indenture, dated as of August 19, 1983, 
       between the Company and Chemical Bank, Trustee.  Filed as Exhibit 
       4(o) to the Company's Registration Statement on Form S-2, File No. 
       33-1492, and incorporated herein by reference.

4(p)   Fifteenth Supplemental Indenture, dated as of August 19, 1985, 
       between the Company and Chemical Bank, Trustee.  Filed as Exhibit 
       4(p) to the Company's Registration Statement on Form S-2, 
       Registration No. 33-1492, and incorporated herein by reference.

4(q)   Sixteenth Supplemental Indenture, dated as of January 1, 1988, 
       between the Company and Chemical Bank, Trustee.  Filed as Exhibit 
       4(q) to the Company's Registration Statement on Form S-3, 
       Registration No. 33-27785, and incorporated herein by reference.

4(r)   Seventeenth Supplemental Indenture, dated as of February 1, 1989, 
       between the Company and Chemical Bank, Trustee.  Filed as Exhibit 
       4(r) to the Company's Registration Statement on Form S-3, 
       Registration Statement No. 33-27785, and incorporated herein by 
       reference.

4(s)   Eighteenth Supplemental Indenture, dated as of September 1, 1991, 
       between the Company and Chemical Bank, Trustee.  Filed as Exhibit 
       4(x) to the Company's Registration Statement on Form S-3, 
       Registration Statement No. 33-64302, and incorporated herein by 
       reference.

4(t)   Nineteenth Supplemental Indenture, dated as of September 1, 1992, 
       between the Company and Chemical Bank, Trustee.  Filed as Exhibit 
       4(z) to the Company's Registration Statement on Form S-3, 
       Registration Statement No. 33-64302, and incorporated herein by 
       reference.

4(u)   Debenture Indenture, dated as of November 1, 1986, between the 
       Company and Centerre Trust Company of St. Louis (now Boatmen's Trust 
       Company), as Trustee. Filed as Exhibit 4(q) to the Company's 
       Registration Statement on Form S-2, Registration Statement No. 33-
       9509, and incorporated herein by reference.


4(v)   Senior Note Agreement, dated as of July 1, 1990, between the Company 
       and Allstate Life Insurance Company.  Filed as Exhibit 4(w) to the 
       Company's Registration Statement on Form S-3, Registration Statement 
       No. 33-64302, and incorporated herein by reference.

4(w)   Charter of the Company.  Filed as Exhibit 3(a) to the Company's Form 
       8, amending the Company's Form 10-Q for the fiscal quarter ended 
       September 30, 1984, File No. 0-1857-3, and incorporated herein by 
       reference.

4(x)   Amendment to the Company's Charter, dated October 30, 1985.  Filed as 
       Exhibit 3(b) to the Company's Registration Statement on Form S-2, 
       Registration Statement No. 33-1492, and incorporated herein by 
       reference.

4(y)   Amendment to the Company's Charter, dated July 14, 1986.  Filed as 
       Exhibit 3(a) to the Company's Form 10-K for the fiscal year ended 
       June 30, 1986, File No. 0-1857-3, and incorporated herein by 
       reference.

4(z)   Amendment to the Company's Charter, dated October 28, 1986.  Filed as 
       Exhibit 4(v) to the Company's Registration Statement on Form S-3, 
       Registration Statement No. 33-27785, and incorporated herein by 
       reference.

4(aa)  Amendment to the Company's Charter, dated June 15, 1992.  Filed as 
       Exhibit 4(y) to the Company's Registration Statement on Form S-3, 
       Registration Statement No. 33-64302, and incorporated herein by 
       reference.

4(bb)  Amendment to the Company's Charter, dated July 29, 1994.  Filed as 
       Exhibit 4(bb) on the Company's Registration Statement on Form S-2, 
       Registration Statement No. 33-83828, and is incorporated herein by 
       reference thereto.

4(cc)  Amendment to the Company's Charter, dated September 10, 1996.  Filed 
       as part of Exhibit 3(i) to the Company's form 10-Q for the fiscal 
       quarter ended December 13, 1996.  File No. 0-1857-3, and incorporated 
       herein by reference.

4(dd)  Senior Note Agreement, dated November 1, 1996, between the Company 
       and First Colony Life Insurance Company.  Filed as Exhibit 4 to the 
       Company's form 10-Q for the fiscal quarter ended December 31, 1996.  
       File No. 0-1857-3, and incorporated herein by reference.

10(a)  Employment Contract between the Company and Scott S. Robinson.  Filed 
       as Exhibit 10(f) to the Company's Form 10-K for the fiscal year ended 
       June 30, 1985, File No. 01857-3, and incorporated herein by 
       reference.

10(b)  Contract for the operation and maintenance of a cogeneration pipeline 
       between the Company and Altresco Financial, Inc., dated  December 11, 
       1992.  Filed as Exhibit 10(n) to the Company's Form 10-K for the 
       fiscal year ended June 30, 1993, File No. 0-18573,  and incorporated 
       herein by reference.

10(c)  Year-to-year contract for the purchase of propane gas between the 
       Company and Enron Gas Liquids, dated June 1, 1993.  Filed as Exhibit 
       10(c) on the Company Registration Statement on Form S-2, Registration 
       Statement No. 33-83828, and is incorporated herein by reference 
       thereto.

10(d)  Contract for the transportation of natural gas under IT rate schedule 
       between the Company and Tennessee Gas Pipeline Company, contract 
       number 103250-8, dated September 1, 1993.   Filed as Exhibit 10(d) on 
       the Company Registration Statement on Form S-2, Registration 
       Statement No. 33-83828, and is incorporated herein by reference 
       thereto.

10(e)  Contract for the transportation of natural gas under FT-A rate 
       schedule between the Company and Tennessee Gas Pipeline Company, 
       contract number 2030, dated September 1, 1993.  Filed as Exhibit 
       10(e) on the Company Registration Statement on Form S-2, Registration 
       Statement No. 33-83828, and is incorporated herein by reference 
       thereto.

10(f)  Contract for the transportation of natural gas under FT-A rate 
       schedule between the Company and Tennessee Gas Pipeline Company, 
       contract number 2064, dated September 1, 1993.  Filed as Exhibit 
       10(f) on the Company Registration Statement on Form S-2, Registration 
       Statement No. 33-83828, and is incorporated herein by reference 
       thereto.

10(g)  Contract for the transportation of natural gas under FT-A rate 
       schedule between the Company and Tennessee Gas Pipeline Company, 
       contract number 779, dated September 1, 1993.  Filed as Exhibit 10(g) 
       on the Company Registration Statement on Form S-2, Registration 
       Statement No. 33-83828, and is incorporated herein by reference 
       thereto.

10(h)  Contract for the transportation of natural gas under CGT-NE rate 
       schedule between the Company and Tennessee Gas Pipeline Company, 
       contract number 2063, dated September 1, 1993.  Filed as Exhibit 
       10(h) on the Company Registration Statement on Form S-2, Registration 
       Statement No. 33-83828, and is incorporated herein by reference 
       thereto.

10(i)  Contract for the purchase of natural gas between the Company and 
       Tenngasco Corporation, dated September 14, 1993.  Filed as Exhibit 
       10(I) on the Company Registration Statement on Form S-2, Registration 
       Statement No. 33-83828, and is incorporated herein by reference 
       thereto.

10(j)  Contract for the purchase of natural gas between the Company and 
       Natural Gas Clearinghouse, dated as of November 1, 1993.  Filed as 
       Exhibit 10(j) on the Company Registration Statement on Form S-2, 
       Registration Statement No. 33-83828, and is incorporated herein by 
       reference thereto.

10(k)  Gas Storage Agreement between the Company and Tennessee Gas Pipeline 
       Company, dated as of September 1, 1993.  Filed as Exhibit 10(k) on 
       the Company Registration Statement on Form S-2, Registration 
       Statement No. 33-83828, and is incorporated herein by reference 
       thereto.

10(l)  Company Corporate Incentive Compensation Plan ("ICP").  Filed as 
       Exhibit 10(l) on the Company Registration Statement on Form S-2, 
       Registration Statement No. 33-83828, and is incorporated herein by 
       reference thereto.

10(m)  Severance Agreement, dated September 28, 1993, by and between the 
       Company and Robert M. Allessio.  Filed as Exhibit 10(n) on the 
       Company Registration Statement on Form S-2, Registration Statement 
       No. 33-83828, and is incorporated herein by reference thereto.

10(n)  Severance Agreement, dated October 15, 1993, by and between the 
       Company and Michael J. Marrone.  Filed as Exhibit 10(o) on the 
       Company Registration Statement on Form S-2, Registration Statement 
       No. 33-83828, and is incorporated herein by reference thereto.

10(o)  Severance Agreement, dated October 15, 1993, by and between the 
       Company and Cheryl M. Clark.  Filed as Exhibit 10(q) on the Company 
       Registration Statement on Form S-2, Registration Statement No. 33-
       83828, and is incorporated herein by reference thereto.

13(a)  Annual Report to Shareholders

       Filed Herewith:
       A copy of the Company's Annual Report to Shareholders for fiscal year 
       ended June 30, 1998.

27(a)  Financial Data Schedule

       Filed Herewith:
       Financial Data Schedule for the fiscal year ended June 30, 1998.