SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                                
                            FORM 10-K

__x__     Annual Report Pursuant to Section 13 or 15(d) of the
          Securities Exchange Act of 1934

          For the fiscal year ended December 31, 1995

                               OR

_____     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  0-10007

                      COLONIAL GAS COMPANY
     (Exact name of registrant as specified in its charter)

              Massachusetts                 04-1558100
   (State or other jurisdiction of       (I.R.S. Employer
   incorporation or organization)      Identification Number)

   40 Market Street, Lowell, Massachusetts         01852
  (Address of principal executive offices)      (Zip Code)

  Registrant's telephone number, including area code:  (508) 458-3171

  Securities registered pursuant to Section 12(b) of the Act:  NONE

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

                      Common Stock, $3.33 par value
                           (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.
               __x__

  The aggregate market value of the voting stock held by non-
affiliates of the registrant as of March 1, 1996 was $182,187,962.

  The number of shares of the registrant's common stock outstanding
as of March 1, 1996 was 8,376,458.

               DOCUMENTS INCORPORATED BY REFERENCE

  Portions of the annual report to stockholders for the year ended
December 31, 1995 are incorporated by reference into Part II and
Part IV. Portions of the proxy statement for the 1996 annual
meeting of stockholders are incorporated by reference into Part III.
                      COLONIAL GAS COMPANY
                                
                 FORM 10-K ANNUAL REPORT - 1995
                                
                        TABLE OF CONTENTS
                                
                                
                                                   
                             PART I
                                
Item  1. Business
Item  2. Properties
Item  3. Legal Proceedings                                        
Item  4. Submission of Matters to a Vote of Security Holders  
           

                             PART II
                                
Item  5.  Market for Registrant's Common Stock and 
          Related Stockholder Matters                            
Item  6.  Selected Financial Data                                        
Item  7.  Management's Discussion and Analysis 
          of Financial Condition and Results of Operations  
Item  8.  Financial Statements and Supplementary Data                     
Item  9.  Changes in and Disagreements with Accountants 
          on Accounting and Financial Disclosure                       


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


                             PART IV
                                
Item  14.  Exhibits, Financial Statement 
           Schedules, and Reports on Form 8-K 



                             PART I
                                
Item 1. Business

                           THE COMPANY
                                
     Colonial Gas Company ("Colonial" or the "Company"), a
Massachusetts corporation formed in 1849, is primarily a
regulated natural gas distribution utility. The Company serves
over 141,000 utility customers in 24 municipalities located
northwest of Boston and on Cape Cod. Through its wholly-owned
energy trucking subsidiary, Transgas Inc. ("Transgas"), the
Company also provides over-the-road transportation of liquefied
natural gas ("LNG"), propane and other commodities.

     The Company's corporate office is located at 40 Market
Street, Lowell, Massachusetts 01852. The telephone number is
(508) 458-3171.

     The Company's combined natural gas distribution service
areas in the Merrimack Valley region northwest of Boston and on
Cape Cod cover approximately 622 square miles with a year-round
population of approximately 500,000, which increases by
approximately 350,000 during the summer tourist season on Cape
Cod. The Company is serving approximately 49% of potential
customers in its service areas. Of its 141,399 customers,
approximately 90% are residential accounts. The Company added
4,723 firm sales customers in 1995. The Company's growth has been based
on new residential construction in its service areas and
conversions to gas from other energy sources for existing homes
and businesses. Of the total number of new customers in 1995, 44%
converted from other fuels and 56% were new construction.

     The Company's 1995 consolidated operating revenues were
derived 62% from firm gas sales to residential customers, 32%
from firm gas sales to commercial and industrial customers, 2%
from non-firm customers, 1% from firm transportation
customers and 3% from other revenues. For the year 1995, the 
Company sold 18,560 MMcf of gas, of which 11,333 MMcf was sold 
in the Merrimack Valley area and 7,227 MMcf in the Cape Cod area. 
At December 31, 1995, 90% of the Company's residential customers 
used gas as their source of heating fuel. The demand for the products 
and services furnished by the Company is to a great extent seasonal, 
being heaviest in the colder months.

     At December 31, 1995, the Company had 478 full-time-
equivalent employees. Of those employees, 95 are covered by a
collective bargaining agreement with the United Steelworkers of
America which expires in April 2001 and 77 are covered by a
separate collective bargaining agreement with the United
Steelworkers of America which expires in February 2000. In
addition, Transgas employs 80 full-time employees of which 62 are
covered by a collective bargaining agreement with the
International Brotherhood of Teamsters which expires in June 1996.


        GAS SUPPLY, TRANSPORTATION AND STORAGE RESOURCES
                                
     Pursuant to Federal Energy Regulatory Commission ("FERC")
Order 636 and other FERC directives of recent years, the Company
and other local distribution companies ("LDCs") have now been
responsible for managing their own supply, pipeline
transportation capacity and storage resources for two full years.
In order to meet its customers' evolving needs at the lowest
reasonable cost, the goal of the Company has been to compile a
reliable, flexible and diverse portfolio of resources. As
discussed below under "State Regulation", the Company is in the
process of exploring ways of further unbundling its services to
provide a greater number of its customers with real opportunities
to purchase gas, which would still be distributed by the Company,
from alternative suppliers. The further unbundling of services would likely
entail adjustments in the Company's gas portfolio, although those
adjustments cannot be precisely determined at this time.

     Generally, the Company pays negotiated rates for pipeline-
transported supplies and tariffed rates (approved by FERC) for
pipeline transportation and storage services. The Company
continues to meet its customers' supply requirements through a
combination of firm and spot purchases of pipeline-transported
supply, supply from underground storage, liquefied natural gas
("LNG") and propane. The following table shows the Company's
sources of firm supply available to meet its gas requirements and
the actual components of gas sendout for each of the last three years:

                              1995        1994         1993
                          MMcf(a)  %   MMcf(a)   %    MMcf(a)  %

Firm Pipeline Transpor- 
tation Capacity            30,630        28,993       26,239

Firm Gas Supply Sources(b)
  Contracts for Pipeline-
     Transported  Gas(c)   18,725   70   19,631  72   19,731  74
  LNG contracts             4,150   15    4,050  15    3,450  13
  Storage inventory at
   January 1(d)             3,956   15    3,587  13    3,417  13
     Total Available       26,831  100   27,268 100   26,598 100

Gas Sendout
  Pipeline-Transported
     Supplies (e)          14,659   72   14,392  72   14,982  74
  Supplemental Supplies:
     Underground storage    3,270   16    3,112  16    3,501  17
   LNG-as liquid              844    4    1,129   6      907   4
   LNG-as vapor             1,574    8    1,236   6      915   5
   Propane-air                  8    -       25   -        8   -
     Total Sendout         20,355  100   19,894 100   20,313 100


Ratio of available firm supply 
to sendout (f)                  1.32          1.37         1.31


  (a)     The term "MMcf" means one million cubic feet of vapor
          or vapor equivalent.

  (b)    1994 and 1993 reflect the Company's portfolio of firm
         supply sources subsequent to FERC Order 636, calculated on
         an annualized basis.

  (c)    The Company's firm supply purchase contracts are
         structured to enable the Company to purchase volumes
         equivalent to the total amount of its firm pipeline
         transportation capacity to its distribution system during
         the winter or peak demand season, but less than total firm
         pipeline capacity during the off-peak season. Accordingly,
         the total supply purchase contract volumes shown are less
         than total firm transportation capacity for 1995, 1994 and
         1993.

  (d)    The Company's storage inventory is drawn down and
         refilled throughout the year depending upon the availability
         and price of gas sources and upon the requirements of the
         Company's customers. The Company's current level of
         underground storage capacity is 4,645 MMcf.

  (e)    Includes firm and spot sendout volumes.

  (f)    The Company's ratio of available firm supply to sendout
         was determined by dividing total firm gas supply sources by
         total sendout.

     Based upon its firm contracts for transportation, storage,
supply and other supplemental sources, the Company expects to be
able to meet the gas requirements of its firm sales customers for
the foreseeable future. Additional information concerning the
Company's firm resources of gas transportation, storage and
supply for each of its two service territories is set forth
below.

Merrimack Valley Service Area Resources

     The Company maintains three firm contracts with the
Tennessee Gas Pipeline Company ("Tennessee") for the
transportation of supply to the Merrimack Valley service area.
The first contract provides for the firm transportation of 25,196
Mcf per day and is in effect until November 1, 2000 and continues
year to year thereafter unless terminated upon twelve months
prior written notice. The second firm transportation contract is
for 17,300 Mcf per day and is in effect until April 1, 2013 and
continues year to year thereafter unless terminated upon twelve
months prior written notice. During the off-peak season (April 1
through October 31), the Company assigns this 17,300 Mcf per day
of transportation capacity and associated supply to an
independently owned, 84 MW cogeneration facility located in the
Company's service territory. The third firm transportation
service contract with Tennessee is utilized in conjunction with
the Iroquois Pipeline System ("Iroquois") to deliver 6,000 Mcf
per day of Canadian supplies to the Company. Of this amount,
4,000 Mcf per day can also be transported to the Cape Cod service
area on a firm basis via the Algonquin Gas Transmission Company
("Algonquin") system. This third Tennessee contract, as well as
the related Iroquois contract, is in effect until November 1,
2011 and continues year to year thereafter unless terminated by
twelve months prior written notice.

     In addition, the Company contracts for underground storage
service which, in conjunction with two Tennessee firm
transportation contracts, provide an additional 23,587 Mcf per
day of firm deliverability. The Company has storage capacity of
2,000,000 Mcf and firm deliverability of 16,083 Mcf per day under
its contract with the National Fuel Gas Supply Corporation,
formerly known as Penn-York Energy Corporation, ("National
Fuel"). In order to deliver these volumes, the Company has a firm
transportation contract with Tennessee for 16,083 Mcf per day.
Both the National Fuel and Tennessee contracts expire on March
31, 1996 and continue from year to year thereafter unless
terminated upon twelve months prior written notice. The Company
also has a contract with Tennessee for an additional 1,095,830
Mcf of storage space and 14,150 Mcf per day of withdrawal
capacity. In order to deliver these volumes, the Company has a
separate firm transportation contract with Tennessee for 7,504
Mcf per day. Both of these contracts continue until November 1,
2000 and from year to year thereafter unless terminated upon
twelve months prior written notice.

     The Company's portfolio of firm pipeline-transported supply
for the Merrimack Valley area consists principally of four
purchase contracts for domestically-produced gas and one purchase
contract for Canadian-produced gas. These individually negotiated
contracts provide an aggregate of up to 48,496 Mcf per day of
firm supply during the peak season (November 1 through March 31).
The Massachusetts Department of Public Utilities ("DPU") approved
all of these supply contracts in 1994. In 1995, the Company
renegotiated one of these supply contracts. This amended
contract, which is expected to be approved by the DPU in 1996,
features lower reservation fees and increased flexibility while
maintaining the same level of peak season daily volume capacity.

     During the peak season, pipeline-transported supply and
storage volumes are supplemented by the Company's on-system LNG
facility in Tewksbury, Massachusetts which provides up to 60,000
Mcf per day of vaporization capability and can store up to
1,000,000 Mcf at any given time. The Company also owns facilities
for the storage of approximately 158,000 Mcf natural gas
equivalent of propane which can be vaporized, mixed with air and
injected into the Merrimack Valley service area distribution
system at a rate of up to approximately 26,000 Mcf per day.

Cape Cod Service Area Resources

     The Cape Cod service area is directly served by the
Algonquin pipeline system. The Company maintains fourteen firm
transportation agreements with Algonquin which provide an
aggregate capacity of approximately 45,368 Mcf per day. Each of
these fourteen Algonquin transportation arrangements are in
effect until either October 31, 2012 or October 31, 2013 and
continues year to year thereafter unless terminated upon twelve
months prior written notice. Since the Company's firm supplies
and storage services are not directly connected to Algonquin,
these services are supported by multiple firm transportation and
storage services on seven different upstream pipelines.

     The Company's portfolio of pipeline-transported supplies for
the Cape Cod area consists principally of three purchase
contracts for domestically-produced gas. These individually
negotiated contracts provide an aggregate of up to 20,918 Mcf per
day of firm supply during the peak season (November 1 through
March 31). The DPU approved all of these supply contracts in
1994. The Company also has the ability to deliver up to 4,000 Mcf
per day of Canadian supplies to the Cape Cod service area on a
firm basis utilizing the transportation contracted for the
Merrimack Valley service area.

     In addition to the contracts for pipeline-transported
supply, the Company has five storage contracts to service the
Cape Cod area, two of which are on the Texas Eastern Transmission
Company ("Texas Eastern") system and three of which are on the
CNG Transmission Corporation ("CNG") system. The Company has
contracted for underground natural gas storage capacity of
approximately 493,486 Mcf with Texas Eastern through the 2012-
2013 heating season. The associated firm transportation capacity
from Texas Eastern storage provides deliverability of up to 6,969
Mcf per day. The Company has contracted with CNG for underground
natural gas storage capacity of approximately 823,529 Mcf through
March 31, 2006 and 232,600 Mcf through March 31, 2012. The
associated firm transportation capacity from CNG storage provides
deliverability of up to 6,342 Mcf per day and Colonial has other
arrangements in place by which it may increase that firm
deliverability by 6,999 Mcf per day.

     The Company also leases, through 1998, and operates
facilities in the Cape Cod service area for the storage of
approximately 180,000 Mcf of LNG. Through April 1996, the Company
has contracted with a subsidiary of Algonquin for the additional
annual storage capacity of approximately 42,000 Mcf of LNG in a
Providence, Rhode Island facility.



                       REGULATORY MATTERS
Federal Regulation

     As discussed above, pursuant to Order 636 and other FERC
directives, the Company is presently responsible for the procurement of
the gas supplies necessary to meet its load requirements, and
for contracting  for interstate transportation and storage
services. As of this date, these FERC deregulation directives
have not materially affected the Company's results of operations
and the Company believes that they will continue not to affect
materially its results of operations.


State Regulation

     The Company is a public utility subject to the jurisdiction
and regulatory authority of the DPU with respect to its rates as
well as to the issuance of securities, franchise territory and
other related matters. Under the present regulatory system, the
DPU permits Massachusetts gas companies to utilize a cost of gas
adjustment clause ("CGAC") which enables them to pass on to their
customers, via their monthly gas bill, changes in the cost of
procuring and delivering their gas. Included within the DPU-
approved costs passed on to customers through the CGAC are FERC-
ordered refunds and charges from interstate gas pipelines,
environmental response costs and demand side management ("DSM")
program costs. Changes in non-gas or base rates charged to
customers are subject to approval by the DPU after formal
proceedings.

     The environmental response costs recovered through the CGAC
relate to the Company's former gas manufacturing operations, as
described under "Environmental Matters". Transition costs relate
to FERC approved pipeline charges resulting from Order 636.  In addition 
to full recovery of the installed conservation measures, the Company is
allowed to recover the margins lost as a result of the DSM programs
and financial incentives based on the attainment of performance
goals. In September 1995, the Company received approval from the
DPU to recover lost margins and financial incentives associated
with the residential DSM programs. Based on this approval, the
Company recorded as operating revenues $900,000 of lost margins
and $220,000 of financial incentives as revenue in 1995. The
Company anticipates recording as operating revenues approximately 
$1 million of lost margins and incentives associated with the 
residential and commercial DSM programs in 1996.

     In 1993, the Company applied for what was only its second
base rate increase request since 1984. Effective November 1,
1993, the Company received DPU approval of a settlement
agreement that called for a base rate increase designed to
produce additional revenues of $6.7 million or 4.9% annually. In
addition to this rate increase, the DPU approved a proposal to
expand the eligibility criteria for Colonial's discount rate for
low-income residential heating customers and allowed the Company
to retain 10% of the revenues generated from releasing the
Company's interstate pipeline transportation capacity to third
parties above an initial threshold of $2,500,000. In 1995, the
Company received $2,818,000 of capacity release revenue,
$2,786,000 of which was credited back to firm customers and
$32,000 of which was retained by the Company.

     In 1993, Colonial began unbundling its firm sales service
to commercial and industrial customers by offering a tariffed
firm transportation-only service. Pursuant to this service, a
customer procures its own gas supply and contracts with Colonial
for firm transportation service through Colonial's distribution
system. As of December 31, 1995, 11 customers had opted for
tariffed firm transportation service, representing less than 2%
of the Company's annual firm load.

     Two 1994 DPU industry-wide proceedings may result in the
further unbundling and deregulation of the Company's business.
One of those proceedings addressed incentive or performance
based regulation. In a ruling issued in February 1995, the
DPU indicated that it has the authority to implement incentive
regulation and would be receptive to various types of
proposals. The other proceeding addressed interruptible transportation
(IT) and interruptible sales service on local distribution company
(LDC) systems, and the release of interstate pipeline capacity
by LDCs. In a ruling issued on February 14, 1996, the DPU directed
each LDC to prepare and file a new form IT contract.  In this new
form contract, IT service must be unbundled from interruptible
sales service.  The ruling also allows each LDC to retain 25% of
the respective profit margins earned from IT, interruptible sales
and capacity release transactions above an annual threshold level
adjusted on April 30th of each year.  The Company is in the process of
preparing the new form IT contract while continuing to analyze other
unbundling and incentive regulation options which it could propose to
to the DPU as a means of benefiting its customers and shareholders. 

                           COMPETITION

     Massachusetts law protects gas companies from competition
with respect to pipeline distribution of gas within its franchise
areas by providing that, where a gas company exists in active
operation, no other person may lay pipe in the public ways
without the approval, after notice and hearing, of the municipal
authorities and the DPU. If a municipality desires to enter the
gas business, it must take certain procedural steps, including a
favorable vote by a majority of the voters in a city election or
two-thirds vote at each of two town meetings. In addition, the
municipality must purchase the property of any gas company
operating in the municipality (if the company elects to sell) to
the extent, and at such prices, as may be agreed upon; if no
agreement is reached, resolution will be determined by the DPU.

     As discussed above under "State Regulation", the opportunity
already exists for commercial and industrial customers in the
Company's franchise areas to purchase gas supply and pipeline
transportation from entities other than the Company, and then
contract with Colonial for transportation-only service through
the Company's distribution system. The Company provides such
transportation-only service to commercial and industrial
customers on either a firm basis or an interruptible basis. As
also discussed above, the Company is evaluating ways to make
transportation-only service accessible to a greater number of
customers. While firm transportation service may displace firm
gas sales by the Company, this service assists qualifying
customers in obtaining the lowest possible gas costs while still
contributing to the profit margin of the Company. In general,
profit margins from interruptible sales and interruptible
transportation pass through to firm sales customers in the CGAC,
resulting in lower gas costs.  Pursuant to the February 14, 1996
DPU ruling, the Company may now retain 25% of such profit margins
above an annual threshold level adjusted on Apil 30th of each year.

     In addition although FERC has generally permitted larger
industrial users to obtain piped gas from other sources and by-
pass a utility's distribution system, the Company has not seen
nor does it believe that these FERC orders will have a material
adverse effect on its business, in part because large industrial
users are not a significant part of its customer base.

     Fuel oil suppliers, electric utilities and propane suppliers
provide competition generally for residential, commercial and
industrial customers. Interruptible sales are generally in
competition with No. 6 fuel oil which most of the interruptible
customers are equipped to use. Lower prices of oil and other
fuels may adversely affect the Company's ability to retain or
attract customers. The Company's rates for bundled gas service
have remained generally competitive with the price of alternative
fuels, but the long-term impact of changes in fuel prices and
changes in state regulatory policies on the Company and its rates
cannot be predicted.

                      ENVIRONMENTAL MATTERS
                                
     The Company is subject to Federal and state laws and
regulations dealing with environmental protection. Compliance
with such environmental laws and regulations has resulted in
increased costs with respect to the Company's existing
operations.

     Working with the Massachusetts Department of Environmental
Protection, the Company is engaged in site assessments and
evaluation of remedial options for contamination that has been
attributed to the Company's former gas manufacturing site and at
various related disposal sites. During 1990, the DPU ruled that
Colonial and eight other Massachusetts gas distribution
companies can recover environmental response costs related to
former gas manufacturing operations over a seven-year period,
without carrying costs, through the CGAC. Through December 31,
1995, the Company had incurred environmental response costs of
$10,418,000 of which $2,904,000 was for the former gas
manufacturing site and $7,514,000 for the related disposal
sites. The Company expects to continue incurring costs arising
from these environmental matters.

     As of December 31, 1995, the Company has recorded on the
balance sheet a long-term liability of $2,300,000 representing
estimated future response costs for these sites based on the
Company's preferred methods of remediation, of which $1,700,000
relates to the gas manufacturing site. Based upon the DPU order
approving rate recovery of environmental response costs, a
regulatory asset of $2,300,000 has been recorded on the balance
sheet ("Unrecovered Environmental Costs Accrued"). Actual
environmental response costs to be incurred depends on various
factors, and therefore future costs may differ from the amount
currently recorded as a liability.

     As of December 31, 1995, the Company had settled claims
relating to these matters with all liability insurers and other
known potentially responsible parties (PRP). In accordance with
the DPU order referred to above, half the costs incurred in
pursuing insurers and other PRP are recovered from the
ratepayers through the CGAC and half are initially borne by the
Company. Also, per this order, any insurance and other proceeds
are applied first to the Company's costs of pursuing recovery
from insurers and other PRP, with the remainder divided equally
between the ratepayers and shareholders.

     The table below summarizes the environmental response costs
incurred  and insurance and other proceeds received relating  to
these environmental response costs:

(In Thousands)        Response Costs        Insurance and Other
                                                 Proceeds
                     Recovered   Period               Recorded as
                       from     of Rate    Returned  Non-Operating
Year       Incurred  Customers  Recovery      to     Income Net of
                                          Customers      Taxes
                                                 
1988     $   853   $   732     1990-1997          -            -           
1989       4,031     3,455     1990-1997          -            -
1990         639       457     1991-1998          -            -
1991         374       213     1992-1999    $   851      $   525
1992         617       264     1993-2000      1,121          673
1993       1,226       350     1994-2001        469          290
1994       1,321       189     1995-2002        122           75
1995       1,357         -     1996-2003          -            -
                                    
Total    $10,418    $5,660                   $2,563       $1,563 


                          TRANSGAS INC.

     Transgas primarily provides over-the-road transportation of
LNG, propane and other commodities. Transgas acts as a common and
contract carrier for approximately 55 commercial and gas utility
customers located in the eastern half of the United States.
Canadian over-the-road transportation services are also available
through CGI Transport Limited, which is a wholly-owned subsidiary
of Transgas. Transgas also provides a unique LNG portable
pipeline service, which permits gas utilities to provide
continuous supply of natural gas to communities while the
pipeline supply is temporarily interrupted during scheduled
maintenance, upgrading and recertification, or during emergency
interruption.

     Transgas has both common and contract carrier authorization
issued by the Interstate Commerce Commission for its interstate
trucking activities. Transgas also maintains several intrastate
authorizations with various state public service commissions.
Transgas is subject to various regulations applicable to common
and contract carriers relating to safety and reporting matters,
but it may set its rates at negotiated levels.

     Transgas had revenues of $7,576,000 in 1995. Approximately
54% of Transgas' revenue in 1995 was derived from transporting
Algerian LNG from the Distrigas import terminal, which is located
in Everett, Massachusetts. Transgas' revenues decreased
$4,490,000 or 37% compared to 1994 primarily due to the extremely
cold weather in the first quarter of 1994 which generated a
significant increase in demand for the truck transportation of
LNG and propane throughout the first three quarters of 1994.

     Transgas provides over-the-road transportation services by
utilizing a fleet of 47 tractors. Transgas operates 62 trailers
which are specifically designed for the transportation of LNG and
other cryogenic liquids. Of those cryogenic transport trailers,
21 are leased to Transgas on a long-term basis. In addition,
Transgas has 24 trailers which are designed for the
transportation of propane. Of those propane transport trailers, 4
are leased to Transgas on a long-term basis. In addition to the
equipment described above, Transgas also has 15 trailers which
are designed for carrying portable LNG vaporizers, as well as 2
flat bed trailers and 2 van trailers.

     Transgas competes with many other motor carriers engaged in
the transportation of various gases and other products. Transgas
believes, however, that it is the leading over-the-road
transporter of LNG due to the size of its fleet of specialized
cryogenic transport trailers.

Item 1A. Executive Officers of the Registrant.

     The following table indicates the present executive officers
of the Company, their ages, the dates when their service with the
Company began and their respective positions with the Company.


                                                     Affiliated with
Name and Age            Position with Company        Company since

Frederic L. Putnam,     Chairman and Senior          1953
Jr. (71)                Executive Officer
Frederic L. Putnam,     President and Chief          1975
III (50)                Executive Officer   
Charles W. Sawyer (50)  Executive Vice President     1976
                        and Chief Operating Officer
Nickolas Stavropoulos   Executive Vice President-    1979
(38)                    Finance, Marketing, and
                        Chief Financial Officer
John P. Harrington (53) Senior Vice President-       1966
                        Gas Supply and Assistant
                        to the President
Victor W. Baur (52)     President-Transgas Inc.      1972
Dennis W. Carroll (49)  Vice President and           1990
                        Treasurer
Charles A. Cook (43)    Vice President and General   1978
                        Counsel


     Mr. Putnam, Jr. has been Chairman of the Board of Directors
since 1981 and the Senior Executive Officer since February 1995
and before that the Chief Executive Officer since 1977. He has
also been a Director since 1973.

     Mr. Putnam, III, the son of F.L. Putnam, Jr., has been
President and Chief Executive Officer since February 1995. He had
been President since May 1994. He had been Executive Vice
President and General Manager from April 1993 until May 1994 and
before that Vice President and General Manager from August 1989
until April 1993. He has also been a Director since November
1991.

     Mr. Sawyer has been Executive Vice President and Chief
Operating Officer since February 1995. He had been Vice President
- Operations since August 1989.

     Mr. Stavropoulos has been Executive Vice President -
Finance, Marketing and Chief Financial Officer since February
1995. He had been Vice President - Finance and Chief Financial
Officer since August 1989. He has also been a Director since
February 1993.

     Mr. Harrington has been Senior Vice President - Gas Supply
and Assistant to the President since February 1995. He had been
Vice President - Gas Supply since August 1989. He has also been a
Director since February 1993.

     Mr. Baur has been President of Transgas Inc. since July
1990. He also became a Director in August 1993.

     Mr. Carroll has been Vice President and Treasurer since
August 1990.

     Mr. Cook has been Vice President and General Counsel since
July 1990.

     These officers hold office until the next annual meeting of
the Board of Directors or until their successors are duly elected
and qualified, subject to earlier removal.

Item 2. Properties.

     The Company has two principal operations centers and a
natural gas liquefaction and storage facility with approximately
1,000,000 Mcf of LNG storage capacity located in Tewksbury,
Massachusetts. The Company's gas production and storage
facilities, metering and regulation stations and operations
centers are generally located on land it owns.

     A 175,000 Mcf LNG storage tank located on land owned by the
Company in South Yarmouth, Massachusetts is leased from an
unaffiliated company through 1998. The Company also has a lease
which expires in 2002 for office facilities in Lowell,
Massachusetts.

     The Company's distribution mains of approximately 2,862
miles are located within public highways under franchises or
permits from state or municipal authorities, or on land owned by
others under easements or licenses from the owners. The Company's
first mortgage bonds are collateralized by utility property.

     Management considers that the Company's properties are
adequate for the conduct of its business for the reasonably
foreseeable future.

Item 3. Legal Proceedings.

     See Item 1, "Business--Environmental Matters" above, which
is incorporated herein.

Item 4. Submission of Matters to a Vote of Security Holders.

     No matter was submitted to a vote of the Company's security
holders during the quarter ended December 31, 1995.

                             PART II
                                
Item 5. Market for Registrant's Common Stock and Related
        Stockholder Matters.

     The information required to be reported hereunder is
incorporated by reference to the information reported in the
Company's 1995 annual report to stockholders under the caption
"Shareholder Information" and under Note D of the "Notes to
Consolidated Financial Statements".

Item 6. Selected Financial Data.

     The information required to be reported hereunder is
incorporated by reference to the information reported in the
Company's 1995 annual report to stockholders under the caption
"Selected Financial Data".

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

     The information required to be reported hereunder is
incorporated by reference to the information reported in the
Company's 1995 annual report to stockholders under the caption
"Management's Discussion and Analysis of Financial Condition and
Results of Operations".

Item 8. Financial Statements and Supplementary Data.

     The information required to be reported hereunder is
incorporated by reference to the information reported in the
Company's 1995 annual report to stockholders under the following
captions: "Consolidated Statements of Income", "Consolidated
Balance Sheets", "Consolidated Statements of Cash Flows",
"Consolidated Statements of Common Equity", "Notes to
Consolidated Financial Statements", "Report of Independent
Certified Public Accountants" and "Shareholder Information".

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

     None.

                            PART III
                                
Item 10. Directors and Executive Officers of the Registrant.

     The information required to be reported hereunder for the
Company's Directors is incorporated by reference to the
information reported in the Company's Proxy Statement for its
1996 annual meeting of stockholders under the caption "Election
of Directors".

     The information required to be reported hereunder for the
Executive Officers of the Registrant is incorporated by reference
to the information in Item 1A of this Form 10-K under the caption
"Executive Officers of the Registrant".

Item 11. Executive Compensation.

     The information required to be reported hereunder is
incorporated by reference to the information reported in the
Company's Proxy Statement for its 1996 annual meeting of
stockholders under the captions "Executive Compensation" and
under the subheading "Directors' Compensation" of the caption
"Election of Directors".

Item 12. Security Ownership of Certain Beneficial Owners and
         Management.

     The information required to be reported hereunder is
incorporated by reference to the information reported in the
Company's Proxy Statement for its 1996 annual meeting of
stockholders under the caption "Security Ownership of Certain
Beneficial Owners and Management".

Item 13. Certain Relationships and Related Transactions.

     The information required to be reported hereunder is
incorporated by reference to the information reported in the
Company's Proxy Statement for its 1996 annual meeting of
stockholders under the caption "Election of Directors".

                             PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on
         Form 8-K.

(a)  1.     Financial Statements  The Consolidated Financial
            Statements of the Company (including the Report of
            Independent Certified Public Accountants) required to be
            reported herein are incorporated by reference to the
            information reported in the Company's 1995 annual report
            to stockholders under the following captions:
            "Consolidated Statements of Income", "Consolidated
            Balance Sheets", "Consolidated Statements of Cash Flows",
            "Consolidated Statements of Common Equity", "Notes to
            Consolidated Financial Statements" and "Report of
            Independent Certified Public Accountants".

      2.    Financial Statement Schedules  The following
            Financial Statement Schedules and report thereon are
            filed as part of this Form 10-K on the pages indicated
            below:

Schedule                                                
Number          Description                             

          Report of Independent Certified Public
          Accountants on Schedule                        

  II      Valuation and Qualifying Accounts for 
          the three years ended December 31, 1995        

Schedules other than those listed above are either not required
or not applicable, or the required information is shown in the
financial statements or notes thereto. Columns omitted from
schedules filed have been omitted because the information is not
applicable.

      3.    List of Exhibits

Exhibit
Number           Exhibit                        Reference



 3a  Restated Articles of Organization of   Incorporated herein
     Colonial Gas Company, dated April      by reference.
     19, 1989, as amended on July 16,
     1992 and supplemented by a
     certificate of vote of Directors
     establishing a series of a class of
     stock filed on November 30, 1993,
     filed as Exhibit 3(a) to the
     Registrant's Annual Report on Form
     10-K for the fiscal year ended
     December 31, 1993.
                                            
 3b  By-Laws of Colonial Gas Company, as    Incorporated herein
     amended to date, filed as Exhibit      by reference.
     3(b) to the Registrant's Annual
     Report on Form 10-K for the fiscal
     year ended December 31, 1993.
                                            
 4a  Second Amended and Restated First      Incorporated herein
     Mortgage Indenture, dated as of June   by reference.
     1, 1992, filed as Exhibit 4(b) to
     Form 10-Q of the Registrant for the
     quarter ended June 30, 1992.
                                            
 4b  First Supplemental Indenture, dated    Incorporated herein
     as of June 15, 1992, filed as          by reference.
     Exhibit 4(c) to Form 10-Q of the
     Registrant for the quarter ended
     June 30, 1992.
                                            
 4c  Second Supplemental Indenture,         Filed herewith as
     executed on September 27, 1995,        Exhibit 4c.
     relating to the Secured Medium Term
     Notes, Series A.
                                            
 4d  Amendment to Second Supplemental       Filed herewith as
     Indenture, dated as of October 12,     Exhibit 4d.
     1995, relating to the Secured Medium
     Term Notes, Series A.
                                            
 4e  Credit Agreement for Colonial Gas      Incorporated herein
     Company, dated as of June 27, 1990,    by reference.
     filed as Exhibit 10(a) to Form 8-K
     of the Registrant for the quarter
     ended June 30, 1990, as amended on
     December 24, 1991, filed as Exhibit
     4(j) to Form 10-K of the Registrant
     for the year ended December 31,
     1991, as amended on July 27, 1993,
     filed as Exhibit 4(a) to Form 10-Q
     of the Registrant for the quarter
     ended June 30, 1993, as amended on
     June 16, 1994 filed as Exhibit 4(a)
     to Form 10-Q of the Registrant for
     the quarter ended June 30, 1994, as
     amended on July 13, 1994 filed as
     Exhibit (4b) to Form 10-Q of the
     Registrant for the quarter ended
     June 30, 1994.
                                            
 4f  Credit Agreement for Massachusetts     Incorporated herein
     Fuel Inventory Trust, dated as of      by reference.
     June 27, 1990, filed as Exhibit
     10(b) to Form 8-K of the Registrant
     for the quarter ended June 30, 1990,
     as amended on July 27, 1993, filed
     as Exhibit 4(b) to Form 10-Q of the
     Registrant for the quarter ended
     June 30, 1993, as amended on June
     16, 1994 filed as Exhibit 4(c) to
     Form 10-Q of the Registrant for the
     quarter ended June 30, 1994, as
     amended on July 13, 1994 filed as
     Exhibit 4(d) to Form 10-Q of the
     Registrant for the quarter ended
     June 30, 1994.
                                            
 4g  Purchase Contract, dated as of June    Incorporated herein
     27, 1990 between Massachusetts Fuel    by reference.
     Inventory Trust acting by and
     through its Trustee, Shawmut Bank,
     N.A. and Colonial Gas Company, filed
     as Exhibit 10(e) to Form 8-K of the
     Registrant for quarter ended June
     30, 1990.
                                            
 4h  Security Agreement and Assignment of   Incorporated herein
     Contracts, dated as of June 27, 1990   by reference.
     made by Massachusetts Fuel Inventory
     Trust in favor of The First National
     Bank of Boston as Agent, for the
     Ratable Benefit of the Secured
     Parties Named Herein, filed as
     Exhibit 10(c) to Form 8-K of the
     Registrant for the quarter ended
     June 30, 1990.
                                            
 4i  Trust Agreement, dated as of June      Incorporated herein
     22, 1990 between Colonial Gas          by reference.
     Company (as Trustor) and Shawmut
     Bank, N.A. (as Trustee), filed as
     Exhibit 10(d) to Form 8-K of the
     Registrant for quarter ended June
     30, 1990.
                                            
 10a Service Agreement with Algonquin Gas   Incorporated herein
     Transmission Company, dated December   by reference.
     11, 1972, filed as Exhibit 13(n) to
     Colonial Gas Energy System's
     Registration Statement on Form S-1.
     Commission File No. 2-54673.
                                            
 10b Storage Service Agreement with Penn-   Incorporated herein
     York Energy Corporation, dated as of   by reference.
     December 21, 1984, filed as Exhibit
     10(r) to the Registrant's Annual
     Report on Form 10-K for the fiscal
     year ended December 31, 1984.
                                            
 10c Gas Transportation Contract for Firm   Incorporated herein
     Reserved Service with Iroquois,        by reference.
     dated February 7, 1991, filed as
     Exhibit 10(v) to the Registrant's
     Annual Report on Form 10-K for the
     fiscal year ended December 31, 1990.
                                            
 10d Service Agreement between Algonquin    Incorporated herein
     Gas Transmission Company and           by reference.
     Colonial Gas Company (under Rate
     Schedule AFT-E), dated June 1, 1993,
     filed as Exhibit 10(p) to the
     Registrant's Annual Report on Form
     10-K for the fiscal year ended
     December 31, 1993.
                                            
 10e Service Agreement between Algonquin    Incorporated herein
     Gas Transmission Company and           by reference.
     Colonial Gas Company (under Rate
     Schedule AFT-1), dated June 1, 1993,
     filed as Exhibit 10(q) to the
     Registrant's Annual Report on Form
     10-K for the fiscal year ended
     December 31, 1993.
                                            
 10f Service Agreement between Algonquin    Incorporated herein
     Gas Transmission Company and           by reference.
     Colonial Gas Company (under Rate
     Schedule AFT-1), dated June 1, 1993,
     filed as Exhibit 10(r) to the
     Registrant's Annual Report on Form
     10-K for the fiscal year ended
     December 31, 1993.
                                            
 10g Service Agreement between Algonquin    Incorporated herein
     Gas Transmission Company and           by reference.
     Colonial Gas Company (under Rate
     Schedule AFT-1), dated June 1, 1993,
     filed as Exhibit 10(s) to the
     Registrant's Annual Report on Form
     10-K for the fiscal year ended
     December 31, 1993.
                                            
 10h Service Agreement between Algonquin    Incorporated herein
     Gas Transmission Company and           by reference.
     Colonial Gas Company (under Rate
     Schedule AFT-E), dated June 1, 1993,
     filed as Exhibit 10(t) to the
     Registrant's Annual Report on Form
     10-K for the fiscal year ended
     December 31, 1993.
                                            
 10i Service Agreement between Algonquin    Incorporated herein
     Gas Transmission Company and           by reference.
     Colonial Gas Company (under Rate
     Schedule AFT-1), dated June 1, 1993,
     filed as Exhibit 10(u) to the
     Registrant's Annual Report on Form
     10-K for the fiscal year ended
     December 31, 1993.
                                            
 10j Service Agreement between Algonquin    Incorporated herein
     Gas Transmission Company and           by reference.
     Colonial Gas Company (under Rate
     Schedule AFT-1), dated June 1, 1993,
     filed as Exhibit 10(v) to the
     Registrant's Annual Report on Form
     10-K for the fiscal year ended
     December 31, 1993.
                                            
 10k Service Agreement between Texas        Incorporated herein
     Eastern Transmission Corporation and   by reference.
     Colonial Gas Company (under Rate
     Schedule CDS), dated June 1, 1993,
     filed as Exhibit 10(w) to the
     Registrant's Annual Report on Form
     10-K for the fiscal year ended
     December 31, 1993.
                                            
 10l Service Agreement between Texas        Incorporated herein
     Eastern Transmission Corporation and   by reference.
     Colonial Gas Company (under Rate
     Schedule FT-1), dated June 1, 1993,
     filed as Exhibit 10(x) to the
     Registrant's Annual Report on Form
     10-K for the fiscal year ended
     December 31, 1993.
                                            
 10m Service Agreement between Texas        Incorporated herein
     Eastern Transmission Corporation and   by reference.
     Colonial Gas Company (under Rate
     Schedule FTS-8), dated June 1, 1993,
     filed as Exhibit 10(y) to the
     Registrant's Annual Report on Form
     10-K for the fiscal year ended
     December 31, 1993.
                                            
 10n Service Agreement between Texas        Incorporated herein
     Eastern Transmission Corporation and   by reference.
     Colonial Gas Company (under Rate
     Schedule FTS-7), dated June 1, 1993,
     filed as Exhibit 10(z) to the
     Registrant's Annual Report on Form
     10-K for the fiscal year ended
     December 31, 1993.
                                            
 10o Service Agreement between Texas        Incorporated herein
     Eastern Transmission Corporation and   by reference.
     Colonial Gas Company (under Rate
     Schedule FT-1), dated June 1, 1993,
     filed as Exhibit 10(aa) to the
     Registrant's Annual Report on Form
     10-K for the fiscal year ended
     December 31, 1993.
                                            
 10p Service Agreement between              Incorporated herein
     Transcontinental Gas Pipe Line         by reference.
     Corporation and Colonial Gas Company
     (under Rate Schedule FT), dated June
     1, 1993, filed as Exhibit 10(ee) to
     the Registrant's Annual Report on
     Form 10-K for the fiscal year ended
     December 31, 1993.
                                            
 10q Service Agreement between Texas        Incorporated herein
     Eastern Transmission Corporation and   by reference.
     Colonial Gas Company (under Rate
     Schedule FT-1), dated June 1, 1993.
                                            
 10r Firm Gas Transportation Agreement      Incorporated herein
     between Koch Gateway Pipeline          by reference.
     Company and Colonial Gas Company,
     dated December 1, 1993, filed as
     Exhibit 10(gg) to the Registrant's
     Annual Report on Form 10-K for the
     fiscal year ended December 31, 1993.
                                            
 10s Service Agreement between Algonquin    Incorporated herein
     Gas Transmission Company and           by reference.
     Colonial Gas Company (under Rate
     Schedule AFT-1), dated August 1,
     1993, filed as Exhibit 10(ll) to the
     Registrant's Annual Report on Form
     10-K for the fiscal year ended
     December 31, 1993.
                                            
 10t Gas Transportation Agreement between   Incorporated herein
     Tennessee Gas Pipeline Company and     by reference.
     Colonial Gas Company (under Rate
     Schedule FT-A), dated September 1,
     1993, filed as Exhibit 10(nn) to the
     Registrant's Annual Report on Form
     10-K for the fiscal year ended
     December 31, 1993.
                                            
 10u Gas Transportation Agreement between   Incorporated herein
     Tennessee Gas Pipeline Company and     by reference.
     Colonial Gas Company (under Rate
     Schedule FT-A), dated September 1,
     1993, filed as Exhibit 10(oo) to the
     Registrant's Annual Report on Form
     10-K for the fiscal year ended
     December 31, 1993.
                                            
 10v Gas Transportation Agreement between   Incorporated herein
     Tennessee Gas Pipeline Company and     by reference.
     Colonial Gas Company (under Rate
     Schedule FT-A), dated September 1,
     1993, filed as Exhibit 10(pp) to the
     Registrant's Annual Report on Form
     10-K for the fiscal year ended
     December 31, 1993.
                                            
 10w Service Agreement between Algonquin    Incorporated herein
     Gas Transmission Company and           by reference.
     Colonial Gas Company (under Rate
     Schedule FST-LG), dated October 1,
     1993, filed as Exhibit 10(qq) to the
     Registrant's Annual Report on Form
     10-K for the fiscal year ended
     December 31, 1993.
                                            
 10x Service Agreement between CNG          Incorporated herein
     Transmission Corporation and           by reference.
     Colonial Gas Company (under Rate
     Schedule FTNN), dated October 1,
     1993, filed as Exhibit 10(rr) to the
     Registrant's Annual Report on Form
     10-K for the fiscal year ended
     December 31, 1993.
                                            
 10y Service Agreement between CNG          Incorporated herein
     Transmission Corporation and           by reference.
     Colonial Gas Company (under Rate
     Schedule GSS), dated October 1,
     1993, filed as Exhibit 10(ss) to the
     Registrant's Annual Report on Form
     10-K for the fiscal year ended
     December 31, 1993.
                                            
 10z Service Agreements between CNG         Incorporated herein
     Transmission Corporation and           by reference.
     Colonial Gas Company (under Rate
     Schedule GSS-II), dated September
     30, 1993, filed as Exhibit 10(tt) to
     the Registrant's Annual Report on
     Form 10-K for the fiscal year ended
     December 31, 1993.
                                            
10aa Service Agreement between Texas        Incorporated herein
     Eastern Transmission Corporation and   by reference.
     Colonial Gas Company (under Rate
     Schedule FT-1), dated October 1,
     1993, filed as Exhibit 10(uu) to the
     Registrant's Annual Report on Form
     10-K for the fiscal year ended
     December 31, 1993.
                                            
10bb Gas Transportation Agreement between   Incorporated herein
     Tennessee Gas Pipeline Company and     by reference.
     Colonial Gas Company (under Rate
     Schedule FT-A), dated September 1,
     1993, filed as Exhibit 10(vv) to the
     Registrant's Annual Report on Form
     10-K for the fiscal year ended
     December 31, 1993.
                                            
10cc Service Agreement between National     Incorporated herein
     Fuel Gas Supply Corporation and        by reference.
     Colonial Gas Company (under Rate
     Schedule EFT), dated October 28,
     1993, filed as Exhibit 10(ww) to the
     Registrant's Annual Report on Form
     10-K for the fiscal year ended
     December 31, 1993.
                                            
10dd Gas Transportation Agreement between    Incorporated herein
     Tennessee Gas Pipeline Company and      by reference.
     Colonial Gas Company (under Rate
     Schedule FT-A), dated September 1,
     1993, filed as Exhibit 10(xx) to the
     Registrant's Annual Report on Form
     10-K for the fiscal year ended
     December 31, 1993.
                                            
10ee Service Agreement between Algonquin     Incorporated herein
     Gas Transmission Company and            by reference.
     Colonial Gas Company (under Rate
     Schedule AIT-1), dated September 15,
     1993, filed as Exhibit 10(yy) to the
     Registrant's Annual Report on Form
     10-K for the fiscal year ended
     December 31, 1993.
                                            
10ff Gas Transportation Agreement between    Incorporated herein
     Tennessee Gas Pipeline Company and      by reference.
     Colonial Gas Company (under Rate
     Schedule FT-A), dated October 1,
     1993, filed as Exhibit 10(zz) to the
     Registrant's Annual Report on Form
     10-K for the fiscal year ended
     December 31, 1993.
                                            
10gg Service Agreement between Texas          Incorporated herein
     Eastern Transmission Corporation and     by reference.
     Colonial Gas Company (under Rate
     Schedule FT-1), dated August 18,
     1994, filed as Exhibit 10(kk) to the
     Registrant's Annual Report on Form
     10-K for the fiscal year ended
     December 31, 1994.
                                            
10hh Service Agreement between Texas          Incorporated herein
     Eastern Transmission Corporation and     by reference.
     Colonial Gas Company (under Rate
     Schedule FSS-1), dated August 29,
     1994, filed as Exhibit 10(ll) to the
     Registrant's Annual Report on Form
     10-K for the fiscal year ended
     December 31, 1994.
                                            
10ii Service Agreement between Texas          Incorporated herein
     Eastern Transmission Corporation and     by reference.
     Colonial Gas Company (under Rate
     Schedule CDS), dated August 29,
     1994, filed as Exhibit 10(mm) to the
     Registrant's Annual Report on Form
     10-K for the fiscal year ended
     December 31, 1994.
                                            
10jj Service Agreement between Texas          Incorporated herein
     Eastern Transmission Corporation and     by reference.
     Colonial Gas Company (under Rate
     Schedule CDS), dated August 29,
     1994, filed as Exhibit 10(nn) to the
     Registrant's Annual Report on Form
     10-K for the fiscal year ended
     December 31, 1994.
                                            
10kk Service Agreement between Texas          Incorporated herein
     Eastern Transmission Corporation and     by reference.
     Colonial Gas Company (under Rate
     Schedule SS-1), dated November 30,
     1994, filed as Exhibit 10(oo) to the
     Registrant's Annual Report on Form
     10-K for the fiscal year ended
     December 31, 1994.
                                            
10ll Service Agreement between Texas          Incorporated herein
     Eastern Transmission Corporation and     by reference.
     Colonial Gas Company (under Rate
     Schedule FSS-1), dated November 30,
     1994, filed as Exhibit 10(pp) to the
     Registrant's Annual Report on Form
     10-K for the fiscal year ended
     December 31, 1994.
                                            
10mm Letter Agreement between Algonquin       Incorporated herein
     Gas Transmission Company and             by reference.
     Colonial Gas Company, regarding
     transfer of transportation
     entitlements, dated March 28, 1994,
     filed as Exhibit 10(qq) to the
     Registrant's Annual Report on Form
     10-K for the fiscal year ended
     December 31, 1994.
                                            
10nn Capacity Release Umbrella Agreement      Incorporated herein
     between Algonquin Gas Transmission       by reference.
     Company and Colonial Gas Company
     (under Rate Schedules AFT-1 and AFT-
     1S), dated September 14, 1994, filed
     as Exhibit 10(rr) to the
     Registrant's Annual Report on Form
     10-K for the fiscal year ended
     December 31, 1994.
                                            
10oo Service Agreement between Algonquin      Incorporated herein
     Gas Transmission Company and             by reference.
     Colonial Gas Company (under Rate
     Schedule AFT-1), dated November 1,
     1994, filed as Exhibit 10(ss) to the
     Registrant's Annual Report on Form
     10-K for the fiscal year ended
     December 31, 1994.
                                            
10pp Service Agreement between Algonquin     Incorporated herein
     Gas Transmission Company and            by reference.
     Colonial Gas Company (under Rate
     Schedule AFT-1), dated November 1,
     1994, filed as Exhibit 10(tt) to the
     Registrant's Annual Report on Form
     10-K for the fiscal year ended
     December 31, 1994.
                                            
10qq Firm Natural Gas Transportation         Filed herewith as
     Agreement between Tennessee Gas         Exhibit 10qq.
     Pipeline Company and Colonial Gas
     Company (under Rate Schedule NET-
     Northeast), dated August 1, 1995.
                                            
10rr Gas Transportation Agreement between    Filed herewith as
     Tennessee Gas Pipeline Company and      Exhibit 10rr.
     Colonial Gas Company (under Rate
     Schedule FT-A), dated June 1, 1995.
                                            
10ss Amendment No. 1 (dated July 1, 1995)    Filed herewith as
     to Gas Storage Contract between         Exhibit 10ss.
     Tennessee Gas Pipeline Company and
     Colonial Gas Company (under Rate
     Schedule FS), dated December 1, 1994
     (which superseded contract dated
     September 1, 1993).
                                            
10tt Amendment to Gas Transportation         Filed herewith as
     Contract for Firm Reserved Service      Exhibit 10tt.
     with Iroquois Gas Transmission
     System, L.P., dated September 1,
     1995.
                                            
10uu Service Agreement between Algonquin     Filed herewith as
     Gas Transmission Company and            Exhibit 10uu.
     Colonial Gas Company (under Rate
     Schedule AFT-1), dated December 1,
     1995.
                                            
10vv Lease Agreement, dated as of May 1,     Incorporated herein
     1982, with Olde Market House            by reference.
     Associates of Lowell, filed as
     Exhibit 10(y) to the Registrant's
     Annual Report on Form 10-K for the
     fiscal year ended December 31, 1982.
                                            
10ww Lease of Equipment from The National    Incorporated herein
     Shawmut Bank of Boston (now Shawmut,    by reference.
     Bank N.A.) as Trustee, as Lessor
     dated as of May 1, 1973, filed as
     Exhibit 13(c) to Colonial Gas Energy
     System's Registration Statement on
     Form S-1.  Commission File No. 2-
     54673.
                                            
10xx Form Employment Agreement for           Incorporated herein
     corporate officers, filed as Exhibit    by reference.
     10(kk) to the Registrant's Annual
     Report on Form 10-K for the fiscal
     year ended December 31, 1992.
                                            
10yy Rate increase deferral incentive        Incorporated herein
     policy, dated January 1, 1995, filed    by reference.
     as Exhibit 10(xx) to the
     Registrant's Annual Report on Form
     10-K for the fiscal year ended
     December 31, 1994.
                                            
 13a Those portions of the 1995 Annual      Filed herewith as
     Report to Stockholders which have      Exhibit 13a.
     been incorporated by reference in
     Part II Items 5 - 8 and Part IV Item
     14 part a 1.
                                            
 21a Subsidiaries of the Registrant.        Filed herewith as
                                            Exhibit 21a.
                                            
 23a Consent of Independent Certified       Filed herewith as
     Public Accountants.                    Exhibit 23a.
____________________



EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS

  Exhibits 10xx and 10yy above are management contracts or
  compensatory plans or arrangements in which the executive
  officers of the Company participate.

(b)  Reports on Form 8-K.

  None

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS ON SCHEDULE

                                
                                
                                
                                
                                
                                
To the Shareholders of
Colonial Gas Company


In connection with our audit of the consolidated financial
statements of Colonial Gas Company and subsidiaries referred
to in our report dated January 17, 1996, which is included
in the 1995 Annual Report to Stockholders and incorporated
by reference in Part II of this Form 10-K, we have also
audited the schedule listed at Part IV, Item 14(a)2. In our
opinion, this schedule presents fairly, in all material
respects, the information required to be set forth therein.



                                   GRANT THORNTON LLP

Boston, Massachusetts
January 17, 1996
                                                         SCHEDULE II

              COLONIAL GAS COMPANY AND SUBSIDIARIES
                VALUATION AND QUALIFYING ACCOUNTS
           For the Three Years Ended December 31, 1995
                         (In Thousands)


COLUMN A                 COLUMN B   COLUMN C    COLUMN D      COLUMN E
                                    ADDITIONS                                  
                         BALANCE     CHARGED
                         AT BEGIN-  TO COSTS                  BALANCE AT
                         NING OF      AND                       END OF
DESCRIPTION              PERIOD     EXPENSES    DEDUCTIONS    PERIOD
                         
                                                             
                         For the Year Ended December 31, 1995
                                                             
Reserve for              $1,670     $1,821      $1,286   (1)  $2,205
uncollectible accounts                                   
                                                             
Reserve for insurance    $  527     $  431      $  324        $  634
claims
                                                             
                        For the Year Ended December 31, 1994
                                                             
Reserve for              $1,682     $1,803      $1,815   (1)  $1,670
uncollectible accounts                                   
                                                             
Reserve for insurance    $  598     $  494      $  565        $  527
claims
                                                             
                       For the Year Ended December 31, 1993
                                                             
Reserve for              $1,187     $2,101      $1,606   (1)  $1,682
uncollectible accounts                                   
                                                             
Reserve for insurance    $  548      $ 616       $ 566        $  598
claims
                                                             

(1)  Accounts charged off, net of collections.

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

                         COLONIAL GAS COMPANY             Date
                         By s/F.L. Putnam              March 15, 1996
                         F.L. Putnam, Jr., Chairman
                         of the Board of Directors

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

         Signature               Title                  Date

F.L. Putnam, Jr.           Senior Executive Officer,    March 15, 1996
                           Director
Nickolas Stavropoulos      Executive Vice President -   March 15, 1996
                           Finance, Marketing and
                           Chief Financial Officer,
                           Director (Principal 
                           Financial Officer)
D.W. Carroll	           Vice President and           March 15, 1996
                           Treasurer (Principal
                           Accounting Officer
V.W. Baur                  Director                     March 15, 1996
A.C. Dudley                Director                     March 15, 1996
J.P. Harrington            Director                     March 15, 1996
H.C. Homeyer               Director                     March 15, 1996
R.L. Hull                  Director                     March 15, 1996
D.H. LeVan, Jr.            Director                     March 15, 1996
K.R. Lydecker              Director                     March 15, 1996
F.L. Putnam, III           President and Chief          March 15, 1996
                           Executive Officer, 
                           Director                    
J.F. Reilly, Jr.           Director                     March 15, 1996
A.B. Sides, Jr.            Director                     March 15, 1996
M.M. Stapleton             Director                     March 15, 1996
C.O. Swanson               Director                     March 15, 1996
G.E. Wik                   Director                     March 15, 1996