Contract #800217

                               SERVICE AGREEMENT
                             FOR RATE SCHEDULE CDS

     This Service Agreement, made and entered into this 1st day of June,
     1993, by and between TEXAS EASTERN TRANSMISSION CORPORATION, a
     Delaware Corporation (herein called "Pipeline") and ELIZABETHTOWN GAS
     COMPANY (herein called "Customer", whether one or more),

                                  WITNESSETH:

     WHEREAS, the Federal Energy Regulatory Commission required Pipeline to
     restructure Pipeline's services to reflect compliance with Order Nos.
     636, 636-A, and 636-B (collectively hereinafter referred to as "Order
     No. 63611); and

     WHEREAS, by order issued January 13, 1993 (62 FERC P61,015) and order
     issued
     April 22, 1993 (63 FERC P61,100), the Federal Energy Regulatory
     Commission accepted Pipeline's revised tariff sheets filed in
     compliance with Order No. 636 to become effective June 1, 1993,
     subject to certain conditions set forth in the April 22, 1993 order;
     and

     WHEREAS, Customer made its final Order No. 636 service elections on
     May 3, 1993 pursuant to the April 22, 1993 order and Pipeline filed
     revised tariff sheets to become effective June 1, 1993 in compliance
     with the April 22, 1993 order;

     NOW, THEREFORE, in consideration of the premises and of the mutual
     covenants and agreements herein contained, the parties do covenant and
     agree as follows:

                                   ARTICLE I
                               SCOPE OF AGREEMENT

     Subject to the terms, conditions and limitations hereof, of Pipeline's
     Rate Schedule CDS, and of the General Terms and Conditions,
     transportation service hereunder will be firm. Subject to the terms,
     conditions and limitations hereof and of Sections 2.3 and 2.4 of
     Pipeline's Rate Schedule CDS, Pipeline shall deliver to those points
     on Pipeline's system as specified in Article IV herein or available to
     Customer pursuant to Section 14 of the General Terms and Conditions
     (hereinafter referred to as Point(s) of Delivery), for Customer's
     account, as requested for any day, natural gas quantities up to
     Customer's MDQ. Customer's MDQ is as follows:

                    Maximum Daily Quantity (MDQ) 20,220 dth

     Subject to variances as may be permitted by Sections 2.4 of Rate
     Schedule CDS or the General Terms and Conditions, Customer shall
     deliver to Pipeline and Pipeline shall receive, for Customer's
     account, at those points on Pipeline's system as specified in Article
     IV herein or available to Customer pursuant to Section 14 of the
     General Terms and Conditions (hereinafter referred to as Point(s) of
     Receipt) daily quantities of gas equal to the daily quantities
     delivered to Customer pursuant to this Service Agreement up to
     Customer's MDQ, plus Applicable Shrinkage as specified in the General
     Terms and Conditions.

     Pipeline shall not be obligated to, but may at its discretion, receive
     at any Point of Receipt on any day a quantity of gas in excess of the
     applicable Maximum Daily Receipt Obligation (MDRO), plus Applicable
     Shrinkage, but shall not receive in the aggregate at all Points of
     Receipt on any day a quantity of gas in excess of the applicable MDQ,
     plus Applicable Shrinkage.   Pipeline shall not be obligated to, but
     may at its discretion, deliver at any Point of Delivery on any day a
     quantity of gas in excess of the applicable Maximum Daily Delivery
     Obligation (MDDO), but shall not deliver in the aggregate at all
     Points of Delivery on any day a quantity of gas in excess of the MDQ.

     In addition to the MDQ and subject to the terms, conditions and
     limitations hereof, Rate Schedule CDS and the General Terms and
     Conditions, Pipeline shall deliver within the Access Area under this
     and all other service agreements under Rate Schedules CDS, FT-1,
     and/or SCT, quantities up to Customer's Operational Segment Capacity
     Entitlements, excluding those Operational Segment Capacity
     Entitlements scheduled to meet Customer's NDQ, for Customer's account,
     as requested on any day.

                                   ARTICLE II
                               TERM OF AGREEMENT

     The term of this Service Agreement shall commence on June 1, 1993 and
     shall continue in force and effect until 10/31/2012 and year to year
     thereafter unless this Service Agreement is terminated as hereinafter
     provided.  This Service Agreement may be terminated by either Pipeline
     or Customer upon five (5) years prior written notice to the other
     specifying a termination date of any year occurring on or after the
     expiration of the primary term.  In addition to Pipeline rights under
     Section 22 of Pipeline's General Terms and Conditions and without
     prejudice to such rights, this Service Agreement may be terminated at
     any time by Pipeline in the event Customer fails to pay part or all of
     the amount of any bill for service hereunder and such failure
     continues for thirty (30) days after payment is due; provided,
     Pipeline gives thirty (30) days prior written notice to Customer of
     such termination and provided further such termination shall not be
     effective if, prior to the date of termination, Customer either pays
     such outstanding bill or furnishes a good and sufficient surety bond
     guaranteeing payment to Pipeline of such outstanding bill.

     The termination of this service agreement with a fixed contract term
     or the provision of a termination notice by customer triggers
     pregranted abandonment under section 7 of the natural gas act as of
     the effective date of the termination. provision of a termination
     notice by pipeline also triggers customer's right of first refusal
     under section 3.13 of the general terms and conditions on the
     effective date of the termination.

     Any portions of this Service Agreement necessary to correct or cash-
     out imbalances under this Service Agreement as required by the General
     Terms and Conditions of Pipeline's FERC Gas Tariff, Volume No. 1,
     shall survive the other parts of this Service Agreement until such
     time as such balancing has been accomplished.

                                  ARTICLE III
                                 RATE SCHEDULE

     This Service Agreement in all respects shall be and remain subject to
     the applicable provisions of Rate Schedule CDS and of the General
     Terms and Conditions of Pipeline's FERC Gas Tariff on file with the
     Federal Energy Regulatory Commission, all of which are by this
     reference made a part hereof.

     Customer shall pay Pipeline, for all services rendered hereunder and
     for the availability of such service in the period stated, the
     applicable prices established under Pipeline's Rate Schedule CDS as
     filed with the Federal Energy Regulatory Commission, and as same may
     hereafter be legally amended or superseded.

     Customer agrees that Pipeline shall have the unilateral right to file
     with the appropriate regulatory authority and make changes effective
     in (a) the rates and charges applicable to service pursuant to
     Pipeline's Rate Schedule CDS, (b) Pipeline's Rate Schedule CDS
     pursuant to which service hereunder is rendered or (c) any
     provision of the General Terms and Conditions applicable to Rate
     Schedule CDS. Notwithstanding the foregoing, Customer does not agree
     that Pipeline shall have the unilateral right without the consent of
     Customer subsequent to the execution of this Service Agreement and
     Pipeline shall not have the right during the effectiveness of this
     Service Agreement to make any filings pursuant to Section 4 of the
     Natural Gas Act to change the NDQ specified in Article I, to change
     the term of the agreement as specified in Article 11, to change
     Point(s) of Receipt specified in Article IV, to change the Point(s) of
     Delivery specified in Article IV, or to change the firm character of
     the service hereunder.     Pipeline agrees that Customer may protest
     or contest the aforementioned filings, and Customer does not waive any
     rights it may have with respect to such filings.

                                   ARTICLE IV
                  POINT(S) OF RECEIPT AND POINT(S) OF DELIVERY

     The Point(s) of Receipt and Point(s) of Delivery at which Pipeline
     shall receive and deliver gas, respectively, shall be specified in
     Exhibit(s) A and B of the executed service agreement.  Customer's Zone
     Boundary Entry Quantity and Zone Boundary Exit Quantity for each of
     Pipeline's zones shall be specified in Exhibit C of the executed
     service agreement.

     Exhibit(s) A, B and C are hereby incorporated as part of this Service
     Agreement for all intents and purposes as if fully copied and set
     forth herein at length.

                                   ARTICLE V
                                    QUALITY

     All natural gas tendered to Pipeline for Customer's account shall
     conform to the quality specifications set forth in Section 5 of
     Pipeline's General Terms and Conditions.  Customer agrees that in the
     event Customer tenders for service hereunder and Pipeline agrees to
     accept natural gas which does not comply with Pipeline's quality
     specifications, as expressly provided for in Section 5 of Pipeline's
     General Terms and Conditions, Customer shall pay all costs associated
     with processing of such gas as necessary to comply with such quality
     specifications.  Customer shall execute or cause its supplier to
     execute, if such supplier has retained processing rights to the gas
     delivered to Customer, the appropriate agreements prior to the
     commencement of service for the transportation and processing of any
     liquefiable hydrocarbons and any PVR quantities associated with the
     processing of gas received by Pipeline at the Point(s) of Receipt
     under such Customer's service agreement. In addition, subject to the
     execution of appropriate agreements, Pipeline is willing to transport
     liquids associated with the gas produced and tendered for
     transportation hereunder.

                                   ARTICLE VI
                                   ADDRESSES

     Except as herein otherwise provided or as provided in the General
     Terms and Conditions of Pipeline's FERC Gas Tariff, any notice,
     request, demand, statement, bill or payment provided for in this
     Service Agreement, or any notice which any party may desire to give to
     the other, shall be in writing and shall be considered as duly
     delivered when mailed by registered, certified, or regular mail to the
     post of f ice address of the parties hereto, as the case may be, as
     follows:

     (a) Pipeline: TEXAS EASTERN TRANSMISSION CORPORATION
                   5400 Westheimer Court
                   Houston, TX 77056-5310

     (b) Customer: ELIZABETHTOWN GAS COMPANY
                   ONE ELIZABETHTOWN PLAZA
                   P. 0. BOX 3175
                   UNION, NJ 07083
                   Attention: Director, Gas Supply & Federal Regulatory
     Matters

     or such other address as either party shall designate by formal
     written notice.

                                  ARTICLE VII
                                  ASSIGNMENTS

     Any company which shall succeed by purchase, merger, or consolidation
     to the properties, substantially as an entirety, of Customer, or of
     Pipeline, as the case may be, shall be entitled to the rights and
     shall be subject to the obligations of its predecessor in title under
     this Service Agreement; and either Customer or Pipeline may assign or
     pledge this Service Agreement under the provisions of any mortgage,
     deed of trust, indenture, bank credit agreement, assignment,
     receivable sale, or similar instrument which it has executed or may
     execute hereafter; otherwise, neither Customer nor Pipeline shall
     assign this Service Agreement or any of its rights hereunder unless it
     first shall have obtained the consent thereto in writing of the other;
     provided further, however, that neither Customer nor Pipeline shall be
     released from its obligations hereunder without the consent of the
     other.  In addition, Customer may assign its rights to capacity
     pursuant to Section 3.14 of the General Terms and Conditions.  To the
     extent Customer so desires, when it releases capacity pursuant to
     Section 3.14 of the General Terms and Conditions, Customer may require
     privity between Customer and the Replacement Customer, as further
     provided in the applicable Capacity Release Umbrella Agreement.

                                  ARTICLE VIII
                                 INTERPRETATION

     The interpretation and performance of this Service Agreement shall be
     in accordance with the laws of the State of Texas without recourse to
     the law governing conflict of laws.

     This Service Agreement and the obligations of the parties are subject
     to all present and future valid laws with respect to the subject
     matter, State and Federal, and to all valid present and future orders,
     rules, and regulations of duly constituted authorities having
     jurisdiction.

                                   ARTICLE IX
                       CANCELLATION OF PRIOR CONTRACT(S)

     This Service Agreement supersedes and cancels, as of the effective
     date of this Service Agreement, the contracts between the parties
     hereto as described below:

     Service Agreement(s) dated, 01/01/1993 between Pipeline and Customer
     under Pipeline's Rate Schedule GS, and FT-1 (Pipeline's Contract No.
     200407 and 200406).

     IN WITNESS WHEREOF, the parties hereto have caused this Service
     Agreement to be signed by their respective Presidents, Vice Presidents
     or other duly authorized agents and their respective corporate seals
     to be hereto affixed and attested by their respective Secretaries or
     Assistant Secretaries, the day and year first above written.

                                     Texas Eastern Transmission Corporation

                                                     By: /s/ Diane T. Tom
                                                     Vice President
     Attest:

     /s/ Robert W. Reed
         Secretary

                                            Elizabethtown Gas Company
                                            By: /s/ Thomas E. Smith
                                                     Vice President
                                                     Supply & Planning
     Attest:

     /s/ Kenneth G. Ward
         Assistant Secretary