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                 ENERGYNORTH NATURAL GAS, INC.
                  (Formerly Gas Service, Inc.)

                               TO

                     BANK OF NEW HAMPSHIRE

                            Trustee


                  FIFTH SUPPLEMENTAL INDENTURE

                          Dated as of

                        February 1, 1995



                          Supplemental

                               To

            General and Refunding Mortgage Indenture

                   Dated as of June 30, 1987










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                  FIFTH SUPPLEMENTAL INDENTURE




     THIS FIFTH SUPPLEMENTAL INDENTURE dated and entered into as
of February 1, 1995, by and between ENERGYNORTH NATURAL GAS,
INC., a corporation duly organized and existing under and by
virtue of the laws of the State of New Hampshire, having its
principal office and place of business in Manchester, County of
Hillsborough, in the State of New Hampshire (hereinafter called
the "Company") and BANK OF NEW HAMPSHIRE, a New Hampshire trust
company, as successor trustee to Bank of New Hampshire, N.A.,
having its principal corporate trust office and place of business
in Concord, New Hampshire, and a current mailing address of 143
North Main Street, Concord, New Hampshire 03301, as Trustee
(hereinafter referred to as the "Trustee") under the General and
Refunding Mortgage Indenture dated as of June 30, 1987 (the
"Original Indenture") from Gas Service, Inc. (corporate
predecessor of the Company), as heretofore amended and
supplemented by a First Supplemental Indenture dated as of
October 1, 1988, a Second Supplemental Indenture dated as of
August 31, 1989, a Third Supplemental Indenture dated as of
September 1, 1990, and a Fourth Supplemental Indenture dated as
of January 10, 1992, (said General and Refunding Mortgage
Indenture together with the First Supplemental Indenture, the
Second Supplemental Indenture, the Third Supplemental Indenture,
the Fourth Supplemental Indenture and this Fifth Supplemental
Indenture being sometimes hereinafter referred to as the
"Indenture"); and

     WHEREAS, Section 17.02 of the Original Indenture provides
that the Company and the Trustee, with the consent of the holders
of not less than sixty-six and two-thirds percent (66 2/3%) in
principal amount of the bonds of each series outstanding under
this Indenture, may modify certain provisions contained in this
Indenture, subject to certain limitations contained within said
Section 17.02; and

     WHEREAS, the Company has obtained the written authorization
of the holders of all bonds outstanding under the Indenture
consenting to and authorizing the amendments and revisions to the
Original Indenture, as previously amended, that are contained
within this Fifth Supplemental Indenture; and

     WHEREAS, the Company has, by proper resolution of its Board
of Directors, duly voted to execute, acknowledge and file with
the Trustee and to request the Trustee to execute this Fifth
Supplemental Indenture; and

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     WHEREAS, the Company and the Trustee desire to amend Section
4.01(4)(a) of the Original Indenture in order to enable the
Company to obtain real property title insurance in connection
with the addition of real property mortgaged under the Indenture
in lieu of obtaining an Opinion of Counsel as to title;

     NOW THEREFORE, pursuant to the amendment power contained in
Section 17.02 of the Original Indenture, the Company hereby
covenants and agrees with the Trustee as follows:


                           ARTICLE I

              Amendment to Gas Service General and
                  Refunding Mortgage Indenture


      1.1      Article I of the Original Indenture shall be
amended by adding to Section 1.01 the following defined term:

                    "(59) "Acceptable Title Policy" means a
          current lender's policy or policies of title insurance
          issued by a reputable title insurance company or
          companies, reasonably acceptable to the Trustee,
          written on a standard American Land Title Association
          form or forms and insuring the Trustee in its capacity
          as Trustee under the Indenture (i) in an amount at
          least equal to the amount attributable to each tract
          and parcel of land and improvement included in Property
          Additions as set forth on the Certificates delivered in
          compliance with Section 4.01, (ii) stating that the
          Company has title in fee simple to all tracts and
          parcels of land and improvements included in Property
          Additions, subject only to Permitted Liens, (iii)
          stating that any easements or rights of way, which are
          described in the Certificate, have been duly obtained,
          and (iv) stating that the Indenture has been recorded
          and constitutes a valid, perfected and enforceable lien
          upon the Property Additions described in the
          Certificate, subject only to Permitted Liens."


      1.2      Article I of the Original Indenture shall be
amended by amending and restating clause (c) of the definition of
"Trust Moneys" set forth in Section 1.01(56) as follows:

                    "(c) as proceeds of insurance upon any part
          of the trust estate, including proceeds of any title
          insurance; or"
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      1.3      Article IV of the Original Indenture shall be
amended by adding at the end of Section 4.01(4)(a) the following:

               "provided however, that if the Company has
          obtained an Acceptable Title Policy, the Opinion of
          Counsel may state in lieu of such opinion that the
          Company has obtained a title policy insuring the
          matters covered by clauses (i) through (iv) of the
          definition of Acceptable Title Policy;"



                           ARTICLE II

                         Miscellaneous


     2.1       The provisions of this Fifth Supplemental
Indenture shall be effective from and after the execution hereof;
and the Indenture, as previously and as hereby modified and
amended, shall remain in full force and effect.


     2.2       Each reference in the Indenture to any article,
section, term or provision of the Indenture shall mean and be
deemed to refer to such article, section, term or provision of
the Indenture, as amended, except where the context otherwise
indicates.


     2.3       In the event of any inconsistency between the
provisions of this Fifth Supplemental Indenture and the
provisions of the Original Indenture, the First Supplemental
Indenture, the Second Indenture, the Third Supplemental
Indenture, or the Fourth Supplemental Indenture, this Fifth
Supplemental Indenture shall control.


     2.4       All terms contained in the Fifth Supplemental
Indenture  which are defined in the Original Indenture, as
amended and supplemented by the First Supplemental Indenture, the
Second Supplemental Indenture, the Third Supplemental Indenture
and the Fourth Supplemental Indenture, shall, except as otherwise
specifically provided herein or as the context clearly otherwise
indicates, have the meanings given to such terms in the Original
Indenture, as so amended and supplemented.  The use and
construction herein of terms is in accordance with the use and
construction thereof in the Original Indenture, as amended and
supplemented by the First Supplemental Indenture, the Second
Supplemental Indenture, the Third Supplemental Indenture and the
Fourth Supplemental Indenture.
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     2.5       This Fifth Supplemental Indenture shall become
void when the Indenture shall be void.


     2.6       The covenants, stipulations, promises and
agreements contained in this Fifth Supplemental Indenture, made
by or on behalf of the Company or the Trustee, respectively,
shall inure to the benefit of and bind their respective
successors and assigns.


     2.7       This Fifth Supplemental Indenture is, among other
things, a security agreement and is signed as such by the Company
and by the Trustee as secured party.


     2.8       This Fifth Supplemental Indenture may be
simultaneously executed in several counterparts, each of which
shall be an original and all of which shall constitute but one
and the same instrument.


     2.9       The cover of this Fifth Supplemental Indenture and
all article and descriptive headings are inserted for convenience
only, and shall not affect any construction or interpretation
hereof.


     2.10      This Fifth Supplemental Indenture shall be
governed by, and construed and enforced in accordance with, the
laws of the State of New Hampshire.




                          ARTICLE III

                          Confirmation


     3.1            As supplemented and modified by this Fifth
Supplemental Indenture, this Indenture is in all respects
ratified and confirmed, and this Indenture and the First, Second,
Third, Fourth and Fifth Supplemental Indentures shall be read,
taken and construed as one and the same instrument.

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     IN WITNESS WHEREOF, ENERGYNORTH NATURAL GAS, INC. has caused
this instrument to be executed in its corporate name by its
President or one of its Vice-Presidents and by its Treasurer or
one of its Assistant Treasurers and its corporate seal to be
hereunto affixed and to be attested to by its Secretary or
Assistant Secretary and BANK OF NEW HAMPSHIRE, to evidence its
acceptance of the trust hereby created, has caused this
instrument to be executed in its corporate name by its Trust
Officer and its corporate seal to be hereunto affixed and to be
attested by its Secretary, all as of the day and year first above
written.
                              ENERGYNORTH NATURAL GAS, INC.

                              By:  /s/ Michael J. Mancini, Jr.
                                   Its:  Senior Vice President

                              and  /s/ Michelle L. Chicoine
                                   Its: Treasurer
[Corporate Seal]

ATTEST:

/s/ Michelle L. Chicoine
Its Secretary

Signed, sealed and delivered
by EnergyNorth Natural Gas, Inc.
in the presence of:

/s/ Bonnie J. Richards


                              BANK OF NEW HAMPSHIRE

                              By: /s/ Lorraine M. Graciano
                              Its: Trust Officer
[Corporate Seal]

ATTEST

/s/ Lorraine M. Graciano
Its: Trust Officer

Signed, sealed and delivered
by Bank of New Hampshire
in the presence of:

/s/ Pauline P. Kolf


<PAGE> 
STATE OF NEW HAMPSHIRE
COUNTY OF HILLSBOROUGH, SS.


     On this 9th day of February, 1995 before me personally
appeared Michael J. Mancini, Jr. and Michelle L. Chicoine, to
me personally known, who being by me duly sworn, did say that
they are Sr. Vice President & CFO and Vice President & Treasurer,
respectively, of ENERGYNORTH NATURAL GAS, INC., that the seal
affixed to the foregoing instrument is the corporate seal of said
corporation, and that said instrument was signed by them and
sealed on behalf of said corporation, and that said instrument
was signed by them and sealed on behalf of said corporation by
authority of its Board of Directors; and the said
Michael J. Mancini, Jr. and Michelle L. Chicoine acknowledged
said instrument to be the free act and deed of said corporation.

                              /s/ Bonnie J. Richards
                              Notary Public


[NOTARIAL SEAL]

My commission expires October 27, 1997


STATE OF NEW HAMPSHIRE
COUNTY OF Merrimack, SS.


     On this 16th day of February, 1995 before me personally
appeared Lorraine M. Graciano and ______________________, to
me personally known, who being by me duly sworn, did say that
they are Trust Officer and _________________________,
respectively, of BANK OF NEW HAMPSHIRE, that the seal affixed to
the foregoing instrument is the corporate seal of said
corporation, and that said instrument was signed by them and
sealed on behalf of said corporation, and that said instrument
was signed by them and sealed on behalf of said corporation by
authority of its Board of Directors; and the said
Lorraine M. Graciano and _______________________ acknowledged
said instrument to be the free act and deed of said corporation.

                              /s/ Pauline P. Kolf
                              Notary Public

[NOTARIAL SEAL]

My commission expires October 16, 1996