[10-K COVER PAGE]
                               
               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, 1996

                               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) 322-3000

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
                 ____

The aggregate market value of the voting stock held by non-
affiliates of the registrant as of February 28, 1997 was
$179,271,162.

The number of shares of the registrant's common stock outstanding
as of February 28, 1997 was 8,536,722.

                        [END OF 10-K COVER PAGE]

                                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 25, 1997
                        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

s/F.L. Putnam, Jr.         Senior Executive Officer,   	   March 25, 1997
F.L. Putnam, Jr.           Director

s/Nickolas Stavropoulos    Executive Vice President -      March 25, 1997
Nickolas Stavropoulos      Finance, Marketing and Chief 
                           Financial Officer,Director 
			   (Principal Financial Officer)

s/D.W. Carroll             Vice President and Treasurer    March 25, 1997
D.W. Carroll               (Principal Accounting Officer)

s/V.W. Baur                Director                        March 25, 1997
V.W. Baur

s/J.P. Harrington          Director                        March 25, 1997
J.P. Harrington

s/H.C. Homeyer             Director                        March 25, 1997
H.C. Homeyer

s/R.L. Hull                Director                        March 25, 1997
R.L. Hull

s/D.H. LeVan, Jr.          Director                        March 25, 1997
D.H. LeVan, Jr.

s/F.L. Putnam, III         President and Chief             March 25, 1997
F.L. Putnam, III           Executive Officer, Director

s/J.F. Reilly, Jr.         Director                        March 25, 1997
J.F. Reilly, Jr.

s/A.B. Sides, Jr.          Director                        March 25, 1997
A.B. Sides, Jr.

s/M.M. Stapleton           Director                        March 25, 1997
M.M. Stapleton

s/C.O. Swanson             Director                        March 25, 1997
C.O. Swanson

                            [END OF SIGNATURES]


COLONIAL GAS COMPANY HEREBY AMENDS THE FOLLOWING ITEMS, FINANCIAL
STATEMENTS, EXHIBITS OR OTHER PORTIONS OF ITS ANNUAL REPORT FOR THE
FISCAL YEAR ENDED DECEMBER 31, 1996 ON FORM 10-K:

                           EXHIBIT 27
                  FINANCIAL DATA SCHEDULE UT
        (SAME AS ORIGINALLY SUBMITTED EXCEPT IDENTIFICATION
                    "TAGS" NOW INCLUDED)