Exhibit 10(r)

                          THE BERKSHIRE GAS COMPANY

                             SEVERANCE AGREEMENT
                             -------------------

      THIS SEVERANCE AGREEMENT, dated this 9th day of June, 1999 (the
"Agreement"), by and between THE BERKSHIRE GAS COMPANY, a Massachusetts
Corporation (herein referred to as the "Company"), AND  MICHAEL J. MARRONE
having an address at   COLONIAL ACRES, RR#3, PITTSFIELD, MA  01201  (the
"Employee").
                        W I T N E S S E T H  T H A T:

      WHEREAS, the Employee is an Employee of the Company and an integral
part of its management who participates in the decision-making process
relating to short-and-long-term planning and policy for the Company;

      WHEREAS, the Company is a wholly owned subsidiary of Berkshire Energy
Resources, a Massachusetts Business Trust (hereinafter referred to as the
"Parent"); and

      WHEREAS, the Board of Trustees of Parent (the "Board"), at its
meeting on June 9, 1999, determined that it would be in the best interests
of the Company,  its shareholder and the Employee to ensure continuity in
the management of the Company's administration and operations in the event
of a Change of Control (as defined in Section 3) by entering into a
Severance Agreement to retain the services of the Employee.

      NOW THEREFORE, it is hereby agreed by and between the parties hereto
as follows:

      1.    Nature of Agreement.  In order to induce the Employee to remain
            in the employ of the Company and to provide continued services
            to the Company now and in the event that a Change of Control is
            imminent or occurring, this Agreement sets forth severance
            benefits that the Company shall pay the Employee, after the
            occurrence of a Change in Control, in the event of the
            Employee's termination of his or her employment for Good Reason
            (as defined in Section 4) or for any reason other than Cause
            (as defined in Section 4), disability, death or retirement.


      2.    Terms:

            (1)  Term of Agreement.  The initial term of this Agreement
                 shall commence immediately upon the date hereof and
                 continue in full force for a period of thirty-six (36)
                 calendar months.

            (2)  Extensions.  This Agreement shall be subject to review
                 annually by the Board prior to June 30th each year.  As
                 part of such annual review, the Board shall consider
                 whether to extend the term of this Agreement for an
                 additional year.  Unless the Board affirmatively votes at
                 such review not to extend the term of this Agreement, the
                 term of this Agreement shall be extended automatically for
                 a period of twelve months from the previously effective
                 termination date.  In the event that the Board votes not
                 to extend the terms of this Agreement, the termination
                 date of this Agreement shall be the later of thirty-six
                 (36) months from the effective date of this Agreement or
                 thirty-six (36) months from the June 30th of the year in
                 which this Agreement was most recently extended; provided,
                 however, that this Agreement shall expire automatically
                 and with no requirement of notice or action by either
                 party, on the third anniversary of a Change of Control,
                 unless earlier terminated as provided in this Agreement.
                 The Company shall give the Employee prompt notice of any
                 such vote to terminate this Agreement.

      3.    Change in Control.   The term, "Change in Control", shall mean
            the occurrence of any of the following:

            (1)  The Company or Parent receives a report on Schedule 13D
                 filed with the Securities and Exchange Commission pursuant
                 to Section 13(d) of the Securities Exchange Act of 1934,
                 as amended (hereinafter referred to as the "Exchange
                 Act"), disclosing that any person, group, corporation or
                 other entity is the beneficial owner, directly or
                 indirectly, of twenty-five percent (25%) or more of the
                 outstanding shares of the Company or Parent;

            (2)  Any Person (as such term is defined in Section 13(d) of
                 the Exchange Act), group, corporation or other entity
                 other than the Company or Parent or a wholly-owned
                 subsidiary of the Company or Parent, purchases shares
                 pursuant to a tender offer or exchange offer to acquire
                 any shares of the Company or Parent (or securities
                 convertible into shares) for cash, securities or any other
                 consideration, provided that after consummation of the
                 offer, the Person, group, corporation or other entity in
                 question is the beneficial owner (as such term is defined
                 in Rule 13d-3 under the Exchange Act), directly or
                 indirectly, of twenty-five percent (25%) or more of the
                 outstanding shares of the Company or Parent (calculated as
                 provided in Paragraph (d) of the Rule 13d-3 under the
                 Exchange Act in the case of rights to acquire shares); or

            (3)  The shareholders of the Company or Parent approve (i) any
                 consolidation or merger of the Company or Parent in which
                 the Company or Parent is not the continuing or surviving
                 corporation or pursuant to which shares of the Company or
                 Parent would be converted into cash, securities or other
                 property, (ii) any acquisition, combination or merger of
                 the Company or Parent by or with another corporation in
                 which, immediately after such acquisition, combination or
                 merger, less than a majority of the outstanding voting
                 shares (or less than a majority of any combination of such
                 voting shares, warrants, options, convertible securities
                 or the like as may represent control) of the parent or
                 surviving corporation are owned by the owners of the
                 voting shares of the Company or Parent outstanding
                 immediately prior to such acquisition, combination or
                 merger, (iii) a complete liquidation or dissolution of the
                 Company or Parent, or (iv) any sale, lease, exchange or
                 other transfer (in one transaction or a series of related
                 transactions) of all or substantially all the assets of
                 the Company or Parent.

      4.    Severance Benefit:

            (1)  Amount.  If, within twenty-four (24) months after a Change
                 of Control of the Company, the Employee is discharged
                 without Cause or resigns for Good Reason (as defined
                 below), the Company shall pay to the Employee, on a
                 monthly basis, a severance benefit in an amount equal to
                 one thirtieth (1/30th) of 250% of the Employee's then
                 current annual salary plus prior year's cash bonus,
                 continuing for a period of thirty (30) months. Severance
                 benefits payable hereunder shall not be considered in the
                 computation of pension benefits payable under the
                 Company's pension plan or benefits payable under the
                 Supplemental Executive Retirement Plan.  All stock options
                 held by Employee as of the date of a Change of Control
                 shall become immediately exercisable.

            (2)  Good Reason. If any one or more of the following events
                 occur within twenty-four (24) months after a Change of
                 Control, the Employee may voluntarily terminate his or her
                 employment within thirty (30) days of the occurrence of
                 such event and be entitled to the severance benefits set
                 forth in Sections 4 and 5 of this Agreement:

                 (1)  Employee in his or her sole discretion elects to
                      terminate their employment with the Company for any
                      reason whatsoever within ninety (90) days of a Change
                      of Control.

                 (2)  the Company assigns any duties to the Employee that
                      are substantially different from the Employee's
                      position, duties, offices, titles, responsibilities,
                      reporting requirements or status with the Company
                      immediately prior to the Change of Control;

                 (3)  the Company reduces the Employee's base salary,
                      including deferrals, as in effect immediately prior
                      to the Change of Control;

                 (4)  the Company discontinues any bonus or other
                      compensation plans or any other benefit, stock
                      ownership plan, stock purchase plan, stock option
                      plan, life insurance plan, health plan, disability
                      plan or similar plan (as the same existed immediately
                      prior to the Change of Control) in which the Employee
                      participated or was eligible to participate
                      immediately prior to the Change of Control and in
                      lieu thereof does not make available plans providing
                      at least comparable benefits, or fails to provide the
                      Employee with the number of paid vacations days to
                      which the Employee was entitled in accordance with
                      normal vacation policy immediately prior to the
                      Change of Control;

                 (5)  the Company takes action which adversely affects the
                      Employee's participation in, or eligibility for, or
                      materially reduces the Employee's benefits under, any
                      of the plans described in subsection (iv) above, or
                      which deprives the Employee of any material fringe
                      benefit enjoyed by the Employee immediately prior to
                      the Change of Control;

                 (6)  the Company requires the Employee to be based at any
                      office or location other than one within a fifty (50)
                      mile radius of the Company's headquarters in
                      Pittsfield, Massachusetts;

                 (7)  the Company purports to terminate the Employee
                      otherwise than for Cause (as defined below); or

                 (8)  the Company fails to comply with and satisfy the
                      terms of Section 12 hereof, provided that such
                      successor has received at least ten (10) days' prior
                      written notice from the Company or from the Employee
                      of the terms of Section 12.

            (3)  Cause.  Cause shall mean: dishonesty, misfeasance which
                 substantially interferes with the orderly business of the
                 Company or any of its affiliates, action that directly or
                 indirectly causes the Company or its affiliates to suffer
                 substantial loss or damage, refusal to follow or material
                 neglect of reasonable requests of the Company made
                 pursuant to this Agreement, conduct that substantially
                 interferes with or damages the standing or reputation of
                 the Company or any of its affiliates, conviction of a
                 felony or crime involving an act of moral turpitude, or
                 any reason constituting "Cause" or "Good Cause" for the
                 Employee's termination by the Company set forth in the
                 Employee's employment agreement, if any, with the Company.

            (4)  Notice of Termination.  Any termination of the Employee's
                 employment by the Company for Cause, or by the Employee
                 for Good Reason, shall be communicated by Notice of
                 Termination to the other party hereto given in accordance
                 with Section 17 hereof.  For purposes of this Agreement, a
                 "Notice of Termination" means a written notice which (i)
                 indicates the specific termination provision in the
                 Agreement relied upon, (ii) to the extent applicable, sets
                 forth in reasonable detail the fact and circumstances
                 claimed to provide a basis for termination of employment
                 under the provision so indicated, and (iii) if the Date of
                 Termination (as defined below) is other than the date of
                 receipt of such Notice of Termination, specifies the
                 termination date (which date shall be not more than thirty
                 (30) days after the date the Notice of Termination is
                 received).

            (5)  Date of Termination.   "Date of Termination" means (i) if
                 the Employee's employment is terminated by the Company for
                 Cause, or by the Employee for Good Reason, the date of
                 receipt of the Notice of Termination or any later date
                 specified therein (but not more than thirty (30) days
                 after the date of the Notice of Termination is received),
                 as the case may be, (ii) if the Employee is terminated by
                 the Company other than for Cause, retirement or
                 disability, the date on which the Company notifies the
                 Employee of such termination, and (iii) if the Employee is
                 terminated by reason of death, retirement or disability,
                 the date of the Employee's death or retirement, or the
                 date the Employee is determined to have a disability, as
                 the case may be.

            (6)  Retirement, Disability or Death.  If the Employee's
                 employment is terminated due to retirement or disability,
                 or in the event of the Employee's death while still
                 employed, no severance benefits under this Agreement shall
                 be paid, regardless of any occurrence of a Change of
                 Control.  If, in the judgment of the Board, the Employee
                 shall become physically or mentally incapacitated and as a
                 result thereof shall become unable to continue the proper
                 performance of the Employee's duties (reasonable absences
                 because of such incapacity for up to one hundred and
                 eighty (180) consecutive days excepted), or if the
                 Employee retires or is deceased while employed by the
                 Company, this Agreement shall thereupon cease and
                 terminate.

            (7)  Excise Tax Restoration Payment.  In the event that it is
                 determined that any payment or distribution of any type to
                 or for the benefit of the Employee made by the Company, by
                 any of its affiliates, by any person who acquires
                 ownership or effective control or ownership of a
                 substantial portion of the Company's assets (within the
                 meaning of Section 280G of the Internal Revenue Code of
                 1986, as amended, and the regulations thereunder (the
                 "Code")) or by any affiliate of such person, whether paid
                 or payable or distributed or distributable pursuant to the
                 terms of a severance agreement or otherwise (the "Total
                 Payments"), would be subject to the excise tax (such
                 excise tax, together with any such interest or penalties,
                 are collectively referred to as the "Excise Tax"), then
                 the Employee shall be entitled to receive an additional
                 payment (an "Excise Tax Restoration Payment") in an amount
                 that shall fund the payment by the Employee of any Excise
                 Tax on the Total Payments as well as all income taxes
                 imposed on the Excise Tax Restoration Payment, any Excise
                 Tax imposed on the Excise Tax Restoration or any Excise
                 Tax.  Employee shall also be entitled to reimbursement for
                 the cost of tax preparation, consultation and
                 representation required in connection with the application
                 of any such Excise Tax.

            (8)  Executive Retiree health Plan.  Notwithstanding any
                 provision of this Agreement, Employee and Employee's
                 spouse shall retain eligibility under that certain
                 Executive Retiree Health Plan, dated August 25, 1998, in
                 the event Employee's employment with the Company is
                 terminated, voluntarily or involuntarily, subsequent to a
                 Change of Control, provided that the date of any such
                 termination is within thirty (30) months of Employee's
                 early retirement date as defined under the Company's
                 defined benefit pension plan.

      5.    Additional Benefits.  Nothing in the Agreement shall affect the
            Employee's eligibility to participate in all group health,
            dental, hospitalization, life, travel or accident or other
            insurance plans or programs and all other perquisites
            (including the use of a Company-owned car where applicable),
            fringe benefit or retirement plans or additional compensation,
            which the Company or any subsidiary of the Company may
            hereafter, in its or their sole and absolute discretion, elect
            to make available to the senior management employees of the
            Company generally, and the Employee shall be eligible to
            receive, during the period of employment under this Agreement,
            all benefits and emoluments for which key employees are
            eligible under every such plan, program, perquisite or
            arrangement to the extent permissible under the general terms
            and provision thereof.  Specifically, the Employee shall:

            (1)  enjoy the rights granted under any employment contract
                 between the Employee and the Company (except as limited
                 below);

            (2)  participate in The Berkshire Gas Company Retirement Plan
                 and any related excess benefit or supplemental retirement
                 program (hereinafter referred to collectively as the
                 "Retirement Program");

            (3)  participate in any savings or thrift plan maintained by
                 the Company;

            (4)  participate in any stock option, stock appreciation right,
                 equity incentive or deferred compensation plan maintained
                 by the Company;

            (5)  participate in the Company's death benefit plans;

            (6)  participate in the Company's disability benefit plans;

            (7)  participate in the Company's medical, dental and health
                 and welfare plans;

            (8)  participate in equivalent successor plans of the Company
                 for which senior management employees are eligible; and

            (9)  to be provided with such employee perquisites as may be
                 provided under Company policy to employees with a
                 comparable level of responsibility; provided, however,
                 that nothing in this Agreement shall preclude the Company
                 from amending or terminating any such plan or program, on
                 the condition that such amendment or termination is
                 applicable to all of the Company's senior management
                 employees generally.  For purposes of the foregoing, any
                 plan or program maintained by any subsidiary of the
                 Company which is made available to the senior management
                 of the Company and its affiliates taken as a whole, shall
                 be deemed to be a plan or program maintained by the
                 Company.

      In addition, if at the time the Employee becomes entitled to a
      severance benefit under Section 4 the Company is providing the
      Employee with a leased automobile, the Employee may (at the
      Employee's option) elect to have such lease assigned to the Employee
      so that the Employee will assume all rights and obligations with
      regard to the lease of such automobile.

      Notwithstanding the foregoing or any other provision of this
      Agreement, the Company and the Employee intend that the severance
      benefit payable by the Company pursuant to this Agreement shall be in
      lieu of any termination pay (whether contractual, statutory or by way
      of legal damages for breach of contract) that may now or hereafter be
      provided for the Employee of for or to which the Employee may be or
      become eligible or entitled under any employment contract, consulting
      agreement or similar compensatory arrangement with the Company.

      6.    Source and Nature of Payments.  All payments provided for in
            Sections 4 and 5 hereof shall be paid in cash from the general
            funds of the Company or any of its affiliates.  The Company
            shall not be required to establish a special or separate fund
            or other segregation of assets to ensure such payments.  All
            payments provided pursuant to Section 4 hereof shall be deemed
            severance pay in consideration of the Employee's past service,
            and pay in consideration of the Employee's continued service
            from the date of this Agreement.

      7.    Litigation Expenses.  In the event of any litigation or other
            proceeding between the Company and the Employee with respect to
            the subject matter of this Agreement and the enforcement of
            rights thereunder, the Company shall reimburse the Employee for
            all reasonable costs and expenses relating to such litigation
            or other proceeding as they are incurred, including reasonable
            attorneys' fees and expenses, regardless of whether such
            litigation results in any settlement or judgment or order in
            favor of any party; provided, however, that any claim or action
            initiated by the Employee relating to this Agreement shall have
            been made or brought after reasonable inquiry and shall be
            well-grounded in fact, and warranted by existing law or a good
            faith argument for the extension, modification or reversal of
            existing law, and that is not interposed for any improper
            purpose; such as to harass or to cause unnecessary delay or
            needless increase in the cost of litigation.

            In no event shall the Employee be required to reimburse the
            Company for any of the costs and expenses relating to such
            litigation or other proceeding.  The obligation of the Company
            under this Section 7 shall survive the termination for any
            reason of this Agreement (whether such termination is by the
            Company, by the Employee, upon the expiration of this Agreement
            or otherwise).

      8.    Late or Refused Payment.  If the Company refuses or fails to
            timely pay or provide the severance benefits specified in
            Sections 4 and 5 upon demand as provided in this Agreement and
            if such refusal or failure is not corrected within 10 business
            days after the Employee provides written notice to the Company
            concerning the refusal or failure, then the Company shall pay
            immediately to the Employee an additional amount equal to 50%
            of the severance benefit to which Employee is entitled under
            Sections 4 and 5 of this Agreement.

      9.    Taxes.  The Company may withhold from any payments made under
            this Agreement all federal, state, city or other taxes as shall
            be required pursuant to any law or governmental regulation or
            ruling.

      10.   Payment Deductibility.  The Company shall be obligated to pay
            to the Employee pursuant to Sections 4 and 5 hereof even if the
            Company is not entitled to deduct such severance benefit as a
            result of the operation of Section 280G of the Internal Revenue
            code of 1954 (or any successor section thereof), as amended.

      11.   Assignability.  This Agreement is binding on and is for the
            benefit of the parties hereto and their respective successors,
            heirs, executors, administrators, and other legal
            representatives.  Neither this Agreement nor any right or
            obligation hereunder may be assigned by the Company (except to
            any subsidiary or affiliate) or by the Employee.

      12.   Successor.  The Company shall require any successor (whether
            direct or indirect), by purchase, merger, consolidation or
            otherwise) to all or substantially all of the business and/or
            assets of the Company to assume expressly and agree to perform
            this Agreement in the same manner and to the same extent the
            Company would be required to perform.  As used in this
            Agreement, "Company" shall mean the company as hereinbefore
            defined and any successor to its business and/or assets as
            aforesaid which assumes and agrees to perform this Agreement by
            operation of law, or otherwise.

      13.   Mitigation and Set-Off.  The Employee shall have no duty to
            mitigate damages under the terms of this Agreement.  Moreover,
            the amount of any compensation (including base compensation and
            incentive or bonus compensation) received by Employee following
            the termination of the Employee's employment with the Company,
            whether from a subsequent full-time or part-time employer or
            from self-employment, shall not reduce the amount of the
            severance benefit that the Employee is entitled to receive
            under Sections 4 and 5 hereof.  The Employee is under no duty
            to notify the Company of compensation received or to be
            received from such other employment.

      14.   Entire Understanding.  This Agreement contains the entire
            understanding between the Company and the Employee with respect
            to the subject matter hereof and supersedes any prior
            employment agreement between the Company and the Employee.

      15.   Severability.  If, for any reason, any one or more of the
            provisions or part of a provision contained in this Agreement
            shall be held to be invalid, illegal or unenforceable in any
            respect, such invalidity, illegality or unenforceability shall
            not affect any other provisions or part of a provision of this
            Agreement not held so invalid, illegal or unenforceable, and
            each other provision or part of a provision shall to the full
            extent consistent with the law continue in full force and
            effect.

      16.   Consolidation, Merger or Sale of Assets.  Nothing in this
            Agreement shall preclude the Company from consolidating or
            merging into or with, or transferring all or substantially all
            of its assets to, another corporation with a net worth at least
            equal to that of the Company and which assumes this Agreement
            and all obligations and undertakings of the Company hereunder.
            Upon such a consolidation, merger or transfer of assets and
            assumption, the term "the Company", as used herein shall mean
            such other corporation and this Agreement shall continue in
            full force and effect.

      17.   Notices.  All notices, requests, demands and other
            communications required or permitted hereunder shall be given
            in writing and shall be deemed to have been duly given if
            delivered or mailed, postage prepaid, first class as follows:


            (1)  To the Company:
                 The Berkshire Gas Company
                 115 Cheshire Road
                 Pittsfield, Massachusetts 01201

            (2)  To the Employee:
                 at the address set forth
                 at the beginning of this Agreement

            or to such other address as either party shall have previously
            specified in writing to the other.

       18.  No Attachment.  Except as required by law, no right to receive
            payments under this Agreement shall be subject to anticipation,
            commutation, alienation, sale, assignment, encumbrance, charge,
            pledge or hypothecation or to execution, attachment, levy or
            similar process or assignment by operation of law, and any
            attempt, voluntary or involuntary, to effect any such action
            shall be null, void and of no effect.

      19.   Binding Agreement.  This Agreement shall be binding upon and
            shall inure to the benefit of the Employee and the Company and
            their respective permitted successors and assigns.

      20.   Modification and Waiver.  This Agreement may not be modified or
            amended except by an instrument in writing signed by the
            parties hereto.  No term or condition of this Agreement shall
            be deemed to have been waived, nor shall there be any estoppel
            against the enforcement of any provision of this Agreement
            except by written instrument signed by the party charged with
            such waiver or estoppel.  No such written waiver shall be
            deemed a continuing waiver unless specifically stated therein,
            and each such waiver shall operate only as to the specific term
            or condition waiver and shall not constitute a waiver of such
            term or condition for the future or as to any act other than
            that specifically waived.

      21.   Headings of No Effect.  The paragraph headings contained in
            this Agreement are included solely for convenience of reference
            and shall not in any way affect the meaning or interpretation
            of any of the provisions of this Agreement.


      22.   Governing Law.  This Agreement and its validity,
            interpretation, performance and enforcement shall be governed
            by the laws of the Commonwealth of Massachusetts, without
            giving effect to the choice of law provisions in effect in the
            Commonwealth.


      IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its officer thereunto duly authorized, and the Employee has
signed this Agreement, all as of the date first above written.

                                         COMPANY:

                                         THE BERKSHIRE GAS COMPANY


                                         By: /s/  Scott S. Robinson
                                             ----------------------
                                             its President

                                         EMPLOYEE:


                                             /s/  Michael J. Marrone
                                             -----------------------