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                 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington, D. C. 20549
                                    FORM 10-K/A
                                  AMENDMENT NO. 1
                                          
   (Mark One)
   (X)  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934 
                             
   For the fiscal year ended September 30, 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 1-7727
                          ------
                        Connecticut Natural Gas Corporation
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              (Exact name of registrant as specified in its charter)
                                          
                Connecticut                                 06-0383860
   ---------------------------------------         ----------------------------
      (State or other jurisdiction of                    (I.R.S. Employer
      incorporation or organization)                    Identification No.)
    
             100 Columbus Blvd.
             P.O. Box 1500
             Hartford, Connecticut                           06144-1500
   ---------------------------------------         ----------------------------
   (Address of principal executive offices)                  (Zip code)
    
   Registrant's telephone number, including area code (860) 727-3459
                                                        ---------------
    
       The purpose of this amendment is to file as exhibits to Form 10-K the
   information required by Form 11-K with respect to the Connecticut Natural
   Gas Corporation Employee Savings Plan and Union Employee Savings Plan for
   the fiscal year ending December 31, 1996.
    
       Pursuant to the requirements of the Securities Exchange Act of 1934,
   the registrant has duly caused this amendment to be signed on its behalf by
   the undersigned thereunto duly authorized.
    
    
    
                                          CONNECTICUT NATURAL GAS CORPORATION
                                          -----------------------------------
                                                   (Registrant)
    
    
   Date  June 5, 1997                     S/      Andrew H. Johnson
       ----------------                   ----------------------------------
                                                  Andrew H. Johnson
                                             Treasurer and Chief Accounting
                                                Officer
    
    
                                 (On behalf of the registrant and as Chief
                                    Accounting Officer)
    
    
    
    <PAGE>
                                      PART IV
    
   ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
   -------------------------------------------------------------------------
    
   (a)  1. Financial Statements:
           --------------------
    
           The consolidated balance sheets, statements of income, statements of
           cash flows, statements of capitalization and statements of common
           stock equity, together with the notes to the financial statements
           and report thereon of Arthur Andersen LLP dated November 4, 1996,
           are included in Part II, Item 8 herein.
    
        2. Financial Statement Schedules:
           -----------------------------
    
           The following financial statement schedules included herein under
           Item 14(d) are filed as part of this report.  Schedules I, III, IV,
           and V are not submitted because they are not applicable or the
           information required to be included therein is contained in the
           financial statements and footnotes.
    
              II  Valuation and Qualifying Accounts and Reserves for the fiscal
                  years ended September 30, 1996, 1995 and 1994
    
           Individual financial statements for the Company have been omitted as
           not being required since -
    
              1.  Consolidated statements of the Company and one or more of its
                  subsidiaries are filed; and
    
              2.  The Company's total assets, exclusive of investments in and
                  advances to its consolidated subsidiaries, constitute 75
                  percent or more of the total assets shown by the most recent
                  year-end consolidated balance sheet filed and the Company's
                  total gross revenues, exclusive of interest and dividends
                  received, or its equity in the income of the consolidated
                  subsidiaries, for the most recent period for which an income
                  statement is filed, constitute 75 percent or more of the
                  total gross revenues shown by the consolidated income
                  statement filed.
    
        3. Exhibits
           --------
    
      Exhibit
      Number
   ------------
    
    3   Articles of Incorporation and By-Laws
    
             (i)  Charter of the Company and all Amendments thereto
    
            (ii)  By-Laws of the Company, as amended, filed as Exhibit No.
                  3(ii) to the Company's Annual Report on Form 10-K for the
                  fiscal year ended September 30, 1994, filed with the
                  Commission December 27, 1994 (Commission File No. 1-7727)
    
    <PAGE>
   (a)  3. Exhibits (continued)
           --------
    
      Exhibit
      Number
   ------------
    
    4   Instruments Defining Rights of Security Holders, Including Indentures
    
             (i)  Indenture of Mortgage and Deed of Trust between The Hartford
                  Gas Company and The First National Bank of Hartford, Trustee
                  dated February 1, 1947, filed as Exhibit No. 2.2 to the
                  Company's Registration Statement on Form S-7 filed with the
                  Commission on December 8, 1970 (Commission File No. 2-38993)
    
            (ii)  In addition to the Indenture of Mortgage and Deed of Trust
                  referred to in 4(i) above, there have been sixteen
                  supplemental indentures thereto, all of which have been filed
                  with the Commission as follows:
    
                  (a)  Supplemental indentures 1-9 filed as Exhibit No. 2.2 to
                       the Company's Registration Statement on Form S-7 filed
                       with the Commission on December 8, 1970 (Commission File
                       No. 2-38993)
    
                  (b)  Tenth Supplemental Indenture filed as Exhibit No. 2.3 to
                       the Company's Registration Statement on Form S-7 filed
                       with the Commission on March 3, 1972 (Commission File
                       No. 2-43286)
    
                  (c)  Eleventh Supplemental Indenture filed as Exhibit No. V
                       to the Company's Annual Report on Form 10-K for the
                       fiscal year ended December 31, 1974, filed with the
                       Commission in March, 1975 (Commission File No. 1-7727)
    
                  (d)  Twelfth Supplemental Indenture filed as Exhibit No. 4(h)
                       to the Company's Registration Statement on Form S-7
                       filed with the Commission on December 23, 1981
                       (Commission File No. 2-75457)
    
                  (e)  Thirteenth Supplemental Indenture filed as Exhibit No. 4
                       to the Company's Quarterly Report on Form 10-Q for the
                       quarter ended June 30, 1982, filed with the Commission
                       in August, 1982 (Commission File No. 1-7727)
    
                  (f)  Fourteenth Supplemental Indenture filed as Exhibit No.
                       4(iii) to the Company's Current Report on Form 8-K,
                       dated August 28, 1986, filed with the Commission in
                       September, 1986 (Commission File No. 1-7727)
    
                  (g)  Fifteenth Supplemental Indenture filed as Exhibit No.
                       4(iii) to the Company's Current Report on Form 8-K,
                       dated December 8, 1987, filed with the Commission in
                       December, 1987 (Commission File No. 1-7727)
    
                  (h)  Sixteenth Supplemental Indenture filed as Exhibit No.
                       4(ii)(h) to the Company's Quarterly Report on Form 10-Q
                       for the quarter ended September 30, 1989, filed with the
                       Commission in November, 1989 (Commission File No. 1-
                       7727)
    
    9   Voting Trust Agreement
           Not applicable
    
    <PAGE>
   (a)  3. Exhibits (continued)
           --------
    
      Exhibit
      Number
   ------------
    
   10   Material Contracts
    
             (i)  Underground storage service agreement (rate schedule SS-1)
                  between the Company and PYEC, filed as Exhibit No. 10(vii) to
                  the Company's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 1981, filed with the Commission on March
                  30, 1982 (Commission File No. 1-7727) 
     
            (ii)  Agreement dated November 1, 1980 between the Company and
                  Robert H. Willis, filed as Exhibit No. 10(j) to the Company's
                  Registration Statement on Form S-7 filed with the Commission
                  on December 23, 1981 (Commission File No. 2-75457)
    
           (iii)  Loan Agreement and Amendments thereto, between The Hartford
                  Steam Company and Connecticut National Bank, filed as Exhibit
                  No. 10(xxii) to the Company's Annual Report on Form 10-K for
                  the fiscal year ended December 31, 1986, filed with the
                  Commission on March 31, 1987 (Commission File No. 1-7727)
    
            (iv)  Canadian gas transportation contract (rate schedule CGT-NE)
                  between the Company and Tennessee, dated December 1, 1987,
                  filed as Exhibit No. 10(xxiii) to the Company's Annual Report
                  on Form 10-K for the fiscal year ended December 31, 1987,
                  filed with the Commission on March 29, 1988 (Commission File
                  No. 1-7727)
    
             (v)  Gas purchase contract between the Company and TransCanada
                  Pipelines Limited, dated September 14, 1987, filed as Exhibit
                  No. 10(xxiv) to the Company's Annual Report on Form 10-K for
                  the fiscal year ended December 31, 1987, filed with the
                  Commission on March 29, 1988 (Commission File No. 1-7727)
    
            (vi)  Gas sales agreement between the Company and Boundary Gas,
                  Inc., dated September 14, 1987, filed as Exhibit No. 10(xxv)
                  to the Company's Annual Report on Form 10-K for the fiscal
                  year ended December 31, 1987, filed with the Commission on
                  March 29, 1988 (Commission File No. 1-7727)
    
           (vii)  Steam Supply Agreement between The Hartford Steam Company and
                  Independent Energy Operations, Inc., dated December 3, 1987,
                  filed as Exhibit No. 10(xxv) to the Company's Annual Report
                  on Form 10-K for the fiscal year ended December 31, 1989,
                  filed with the Commission on March 28, 1990 (Commission File
                  No. 1-7727)
    
          (viii)  Partial Release of Mortgage agreement, dated March 1, 1989,
                  to the Open-End Mortgage and Security Agreement between The
                  Hartford Steam Company and The Connecticut National Bank,
                  dated March 1, 1983 (filed as Exhibit No. 10(xxii) to the
                  Company's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 1986, filed with the Commission on March
                  31, 1987 (Commission File No. 1-7727)), filed as Exhibit No.
                  10(xxvi) to the Company's Annual Report on Form 10-K for the
                  fiscal year ended December 31, 1989, filed with the
                  Commission on March 28, 1990 (Commission File No. 1-7727)
    <PAGE>
   (a)  3. Exhibits (continued)
           --------
    
      Exhibit
      Number
   ------------
    
   10      (ix) Fourth Amendment, dated August 15, 1989, to the Open End
                Mortgage and Security Agreement between The Hartford Steam
                Company and The Connecticut National Bank, dated March 1, 1983
                (filed as Exhibit No. 10(xxii) to the Company's Annual Report
                on Form 10-K for the fiscal year ended December 31, 1986, filed
                with the Commission on March 31, 1987 (Commission File No. 1-
                7727)), filed as Exhibit No. 10(xxvii) to the Company's Annual
                Report on Form 10-K for the fiscal year ended December 31,
                1989, filed with the Commission on March 28, 1990 (Commission
                File No. 1-7727)
    
             (x)  Open-End Mortgage and Security Agreement between Energy
                  Networks, Inc. and The Connecticut National Bank, dated March
                  1, 1989, filed as Exhibit No. 10(xxviii) to the Company's
                  Annual Report on Form 10-K for the fiscal year ended December
                  31, 1989, filed with the Commission on March 28, 1990
                  (Commission File No. 1-7727)
    
            (xi)  Collateral Assignment of Lease and Rentals, dated March 1,
                  1989, to the Open-End Mortgage and Security Agreement between
                  Energy Networks, Inc. and The Connecticut National Bank,
                  dated March 1, 1989 (filed as Exhibit 10(xxviii) herein),
                  filed as Exhibit No. 10(xxix) to the Company's Annual Report
                  on Form 10-K for the fiscal year ended December 31, 1989,
                  filed with the Commission on March 28, 1990 (Commission File
                  No. 1-7727)
    
           (xii)  Amended and Restated Loan Agreement between The Hartford
                  Steam Company and The Connecticut National Bank, dated March
                  31, 1983, filed as Exhibit No. 10(xxx) to the Company's
                  Annual Report on Form 10-K for the fiscal year ended December
                  31, 1989, filed with the Commission on March 28, 1990
                  (Commission File No. 1-7727)
    
          (xiii)  Precedent Agreement to First Amendment, dated September 14,
                  1988, to the Gas Sales Agreement between the Company and
                  Boundary Gas, Inc., dated September 14, 1987 (filed as
                  Exhibit No. 10(xxv) to the Company's Annual Report on Form
                  10-K for the fiscal year ended December 31, 1987, filed with
                  the Commission on March 29, 1988 (Commission File No. 1-
                  7727)), filed as Exhibit No. 10(xxxi) to the Company's Annual
                  Report on Form 10-K for the fiscal year ended December 31,
                  1989, filed with the Commission March 28, 1990 (Commission
                  File No. 1-7727)
    
           (xiv)  First Amendment, dated January 1, 1990, to the Gas Sales
                  Agreement between the Company and Boundary Gas, Inc., dated
                  September 14, 1987 (filed as Exhibit No. 10(xxv) to the
                  Company's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 1987, filed with the Commission on March
                  29, 1988 (Commission File No. 1-7727)), filed as Exhibit
                  10(xxxii) to the Company's Annual Report on Form 10-K for the 
                  fiscal year ended December 31, 1989, filed with the
                  Commission on March 28, 1990 (Commission File No. 1-7727)
    <PAGE>
   (a)  3. Exhibits (continued)
           --------
    
      Exhibit
      Number
   ------------
    
   10       (xv)  Sixth Amendment, dated September 30, 1991, to the Loan
                  Agreement between The Hartford Steam Company and The
                  Connecticut National Bank, dated March 1, 1983 (filed as
                  Exhibit No. 10(xxii) to the Company's Annual Report on Form
                  10-K for the fiscal year ended December 31, 1986, filed with
                  the Commission on March 31, 1987 (Commission File No. 1-
                  7727)), filed as Exhibit No. 10(xxxviii) to the Company's
                  Transition Report on Form 10-K for the period October 1, 1990
                  to September 30, 1991, filed with the Commission on December
                  23, 1991, (Commission File No. 1-7727)
    
           (xvi)  Medium Term Notes, Series A, Placement Agency Agreement among
                  Connecticut Natural Gas Corporation, PaineWebber Incorporated
                  and Smith Barney, Harris Upham & Co. Incorporated, dated
                  November 1, 1991, filed as Exhibit No. 10(xxxix) to the
                  Company's Transition Report on Form 10-K for the period
                  October 1, 1990 to September 30, 1991, filed with the
                  Commission on December 23, 1991, (Commission File No. 1-7727)
    
          (xvii)  Issuing and Paying Agency Agreement between The Connecticut
                  National Bank and Connecticut Natural Gas Corporation, for
                  the Medium Term Notes, Series A, dated November 1, 1991,
                  filed as Exhibit No. 10(xl) to the Company's Transition
                  Report on Form 10-K for the period October 1, 1990 to
                  September 30, 1991, filed with the Commission on December 23,
                  1991, (Commission File No. 1-7727)
    
         (xviii)  Connecticut Natural Gas Corporation Executive Restricted
                  Stock Plan, filed as Exhibit A to the Company's definitive
                  proxy statement dated March 26, 1991, filed with the
                  Commission on March 26, 1991 (Commission File No. 1-7727)
    
           (xix)  Gas Transportation Contract for Firm Reserved Service, dated
                  February 7, 1991, between the Company and the Iroquois Gas
                  Transmission System, L.P., filed as Exhibit No. 10(xxxvii) to
                  the Company's Annual Report on Form 10-K for the fiscal year
                  ended September 30, 1992, filed with the Commission on
                  December 23, 1992, (Commission File No. 1-7727)
    
            (xx)  Gas Sales Agreement No. 1, dated February 7, 1991, between
                  the Company and Alberta Northeast Gas Limited, filed as
                  Exhibit No. 10(xxxviii) to the Company's Annual Report on
                  Form 10-K for the fiscal year ended September 30, 1992, filed
                  with the Commission on December 23, 1992, (Commission File
                  No. 1-7727)
    
           (xxi)  Gas Sales Agreement No. 2, dated February 7, 1991, between
                  the Company and Alberta Northeast Gas Limited, filed as
                  Exhibit No. 10(xxxix) to the Company's Annual Report on Form
                  10-K for the fiscal year ended September 30, 1992, filed with
                  the Commission on December 23, 1992, (Commission File No. 1-
                  7727)
    <PAGE>
   (a)  3. Exhibits (continued)
           --------
    
      Exhibit
      Number
   ------------
    
   10     (xxii)  Gas Sales Agreement (ProGas), dated February 7, 1991, between
                  the Company and Alberta Northeast Gas Limited, filed as
                  Exhibit No. 10(xl) to the Company's Annual Report on Form 10-
                  K for the fiscal year ended September 30, 1992, filed with
                  the Commission on December 23, 1992, (Commission File No. 1-
                  7727)
    
         (xxiii)  Gas Sales Agreement (ATCOR), dated February 7, 1991, between
                  the Company and Alberta Northeast Limited, filed as Exhibit
                  No. 10(xli) to the Company's Annual Report on Form 10-K for
                  the fiscal year ended September 30, 1992, filed with the
                  Commission on December 23, 1992, (Commission File No. 1-7727)
    
          (xxiv)  Gas Sales Agreement (AEC), dated February 7, 1991, between
                  the Company and Alberta Northeast Gas Limited, filed as
                  Exhibit No. 10(xlii) to the Company's Annual Report on Form
                  10-K for the fiscal year ended September 30, 1992, filed with
                  the Commission on December 23, 1992, (Commission File No. 1-
                  7727)
    
           (xxv)  Gas Transportation Contract for Firm Reserved Service, dated
                  October 20, 1992, between the Company and the Iroquois Gas
                  Transmission System, L.P., filed as Exhibit No. 10(xlvii) to
                  the Company's Annual Report on Form 10-K for the fiscal year
                  ended September 30, 1992, filed with the Commission on
                  December 23, 1992, (Commission File No. 1-7727)
    
          (xxvi)  Revolving Credit Agreement, dated March 30, 1993, between the
                  Company and The First National Bank of Boston, filed as
                  Exhibit No. 10(xlviii) to the Company's Quarterly Report on
                  Form 10-Q for the quarter ended March 31, 1993, filed with
                  the Commission on May 3, 1993 (Commission File No. 1-7727)
    
         (xxvii)  Secured Note Purchase Agreement, dated July 15, 1993, between
                  the CNG Realty Corp. and the Aid Association for Lutherans,
                  filed as Exhibit No. 10(xlix) to the Company's Quarterly
                  Report on Form 10-Q for the quarter ended June 30, 1993,
                  filed with the Commission on August 3, 1993 (Commission File
                  No. 1-7727)
    
        (xxviii)  Capital Contribution Support Agreement, dated April 15, 1993,
                  among Connecticut Natural Gas Corporation, ENI Transmission
                  Company and Bank of Montreal, filed as Exhibit No. 10(l) to
                  the Company's Quarterly Report on Form 10-Q for the quarter
                  ended June 30, 1993, filed with the Commission on August 3,
                  1993 (Commission File No. 1-7727)
    
          (xxix)  Steam and Chilled Water Supply Agreement, dated May 28, 1986,
                  between Capitol District Energy Center Cogeneration
                  Associates and Energy Networks, Incorporated, filed as
                  Exhibit No. 10(xxxvii) to the Company's Annual Report on Form
                  10-K for the fiscal year ended September 30, 1993, filed with
                  the Commission December 28, 1993 (Commission File No. 1-7727)
    <PAGE>
   (a)  3. Exhibits (continued)
           --------
    
      Exhibit
      Number
   ------------
    
   10      (xxx)  Service Agreement #89102 (Rate Schedule AFT-1), dated June 1,
                  1993, between the Company and Algonquin Gas Transmission
                  Company, filed as Exhibit No. 10(xxxviii) to the Company's
                  Annual Report on Form 10-K for the fiscal year ended
                  September 30, 1993, filed with the Commission December 28,
                  1993 (Commission File No. 1-7727)
    
          (xxxi)  Service Agreement #93205 (Rate Schedule AFT-1), dated June 1,
                  1993, between the Company and Algonquin Gas Transmission
                  Company, filed as Exhibit No. 10(xl) to the Company's Annual
                  Report on Form 10-K for the fiscal year ended September 30,
                  1993, filed with the Commission December 28, 1993 (Commission
                  File No. 1-7727)
    
         (xxxii)  Service Agreement #93404 (Rate Schedule AFT-1), dated June 1,
                  1993, between the Company and Algonquin Gas Transmission
                  Company, filed as Exhibit No. 10(xlii) to the Company's
                  Annual Report on Form 10-K for the fiscal year ended
                  September 30, 1993, filed with the Commission December 28,
                  1993 (Commission File No. 1-7727)
    
        (xxxiii)  Service Agreement #.6426, dated June 1, 1993, between the
                  Company and Transcontinental Gas Pipe Line Corporation, filed
                  as Exhibit No. 10(xlv) to the Company's Annual Report on Form
                  10-K for the fiscal year ended September 30, 1993, filed with
                  the Commission December 28, 1993 (Commission File No. 1-7727)
    
         (xxxiv)  Service Agreement #800380 (Rate Schedule CDS), dated June 1,
                  1993, between the Company and Texas Eastern Transmission
                  Corporation, filed as Exhibit No. 10(xlvi) to the Company's
                  Annual Report on Form 10-K for the fiscal year ended
                  September 30, 1993, filed with the Commission December 28,
                  1993 (Commission File No. 1-7727)
    
          (xxxv)  Service Agreement #800341 (Rate Schedule FT-1), dated June 1,
                  1993, between the Company and Texas Eastern Transmission
                  Corporation, filed as Exhibit No. 10(xlvii) to the Company's
                  Annual Report on Form 10-K for the fiscal year ended
                  September 30, 1993, filed with the Commission December 28,
                  1993 (Commission File No. 1-7727)
    
         (xxxvi)  Service Agreement #800294 (Rate Schedule FT-1), dated June 1,
                  1993, between the Company and Texas Eastern Transmission
                  Corporation, filed as Exhibit No. 10(xlviii) to the Company's
                  Annual Report on Form 10-K for the fiscal year ended
                  September 30, 1993, filed with the Commission December 28,
                  1993 (Commission File No. 1-7727)
    
        (xxxvii)  Service Agreement #800295 (Rate Schedule FT-1), dated June 1,
                  1993, between the Company and Texas Eastern Transmission
                  Corporation, filed as Exhibit No. 10(xlix) to the Company's
                  Annual Report on Form 10-K for the fiscal year ended
                  September 30, 1993, filed with the Commission December 28,
                  1993 (Commission File No. 1-7727)
    <PAGE>
   (a)  3. Exhibits (continued)
           --------
    
      Exhibit
      Number
   ------------
    
   10  (xxxviii)  Service Agreement #400148 (Rate Schedule SS-1), dated June 1,
                  1993, between the Company and Texas Eastern Transmission
                  Corporation, filed as Exhibit No. 10(l) to the Company's
                  Annual Report on Form 10-K for the fiscal year ended
                  September 30, 1993, filed with the Commission December 28,
                  1993 (Commission File No. 1-7727)
    
         (xxxix)  Service Agreement #400149 (Rate Schedule SS-1), dated June 1,
                  1993, between the Company and Texas Eastern Transmission
                  Corporation, filed as Exhibit No. 10(li) to the Company's
                  Annual Report on Form 10-K for the fiscal year ended
                  September 30, 1993, filed with the Commission December 28,
                  1993 (Commission File No. 1-7727)
    
            (xl)  Service Agreement #400150 (Rate Schedule SS-1), dated June 1,
                  1993, between the Company and Texas Eastern Transmission
                  Corporation, filed as Exhibit No. 10(lii) to the Company's
                  Annual Report on Form 10-K for the fiscal year ended
                  September 30, 1993, filed with the Commission December 28,
                  1993 (Commission File No. 1-7727)
    
           (xli)  Service Agreement (Rate Schedule FTNN), dated October 1,
                  1993, between the Company and CNG Transmission Corporation,
                  filed as Exhibit No. 10(liii) to the Company's Annual Report
                  on Form 10-K for the fiscal year ended September 30, 1993,
                  filed with the Commission December 28, 1993 (Commission File
                  No. 1-7727)
    
          (xlii)  Service Agreement (Rate Schedule GSS), dated November 1,
                  1993, between the Company and CNG Transmission Corporation,
                  filed as Exhibit No. 10(liv) to the Company's Annual Report
                  on Form 10-K for the fiscal year ended September 30, 1993,
                  filed with the Commission December 28, 1993 (Commission File
                  No. 1-7727)
    
         (xliii)  Amended and Restated CNG Officers' Retirement Plan, dated
                  June 28, 1994, filed as Exhibit No. 10(liii) to the Company's
                  Annual Report on Form 10-K for the fiscal year ended
                  September 30, 1994, filed with the Commission December 27,
                  1994 (Commission File No. 1-7727)
    
          (xliv)  The Connecticut Natural Gas Corporation Officers' Retirement
                  Plan Trust Agreement, dated January 9, 1989, filed as Exhibit
                  No. 10(liv) to the Company's Annual Report on Form 10-K for
                  the fiscal year ended September 30, 1994, filed with the
                  Commission December 27, 1994 (Commission File No. 1-7727)
    
           (xlv)  First Amendment to the Connecticut Natural Gas Corporation
                  Officers' Retirement Plan and Deferred Compensation Plan
                  Trust Agreement, dated August 5, 1993, filed as Exhibit No.
                  10(lv) to the Company's Annual Report on Form 10-K for the
                  fiscal year ended September 30, 1994, filed with the
                  Commission December 27, 1994 (Commission File No. 1-7727)
    <PAGE>
   (a)  3. Exhibits (continued)
           --------
    
      Exhibit
      Number
   ------------
    
   10     (xlvi)  The Connecticut Natural Gas Corporation Deferred Compensation
                  Plan, as amended, dated January 1, 1993, filed as Exhibit No.
                  10(lvi) to the Company's Annual Report on Form 10-K for the
                  fiscal year ended September 30, 1994, filed with the
                  Commission December 27, 1994 (Commission File No. 1-7727)
    
         (xlvii)  First Amendment to the Connecticut Natural Gas Corporation
                  Deferred Compensation Plan, dated  December 2, 1993, filed as
                  Exhibit No. 10(lvii) to the Company's Annual Report on Form
                  10-K for the fiscal year ended September 30, 1994, filed with
                  the Commission December 27, 1994 (Commission File No. 1-7727)
    
        (xlviii)  Second Amendment to the Connecticut Natural Gas Corporation
                  Deferred Compensation Plan, dated June 28, 1994, filed as
                  Exhibit No. 10(lviii) to the Company's Annual Report on Form
                  10-K for the fiscal year ended September 30, 1994, filed with
                  the Commission December 27, 1994 (Commission File No. 1-7727)
    
          (xlix)  Agreement and Declaration of Trust, Connecticut Natural Gas
                  Corporation Employee Benefit Trust, dated December 28, 1987,
                  filed as Exhibit No. 10(lix) to the Company's Annual Report
                  on Form 10-K for the fiscal year ended September 30, 1994,
                  filed with the Commission December 27, 1994 (Commission File
                  No. 1-7727)
    
             (l)  First Amendment to Agreement and Declaration of Trust,
                  Connecticut Natural Gas Corporation Employee Benefit Trust,
                  Dated December 2, 1993, filed as Exhibit No. 10(lx) to the
                  Company's Annual Report on Form 10-K for the fiscal year
                  ended September 30, 1994, filed with the Commission December
                  27, 1994 (Commission File No. 1-7727)
    
            (li)  Agreement and Declaration of Trust, Connecticut Natural Gas
                  Corporation Union Employee Benefit Trust, dated December 2,
                  1993, filed as Exhibit No. 10(lxi) to the Company's Annual
                  Report on Form 10-K for the fiscal year ended September 30,
                  1994, filed with the Commission December 27, 1994 (Commission
                  File No. 1-7727)
    
           (lii)  CNG Annual Incentive Plan, 1994, filed as Exhibit No.
                  10(lxii) to the Company's Annual Report on Form 10-K for the
                  fiscal year ended September 30, 1994, filed with the
                  Commission December 27, 1994 (Commission File No. 1-7727)
    
          (liii)  Settlement Agreement and Release of All Claims by and between
                  Connecticut Natural Gas Corporation and Donato P. Lauria,
                  dated November 29, 1993, filed as Exhibit No. 10(lxiii) to
                  the Company's Annual Report on Form 10-K for the fiscal year
                  ended September 30, 1994, filed with the Commission December
                  27, 1994 (Commission File No. 1-7727)
    
           (liv)  Letter of Credit and Reimbursement Agreement by and between
                  Energy Networks, Inc. and The Bank of Nova Scotia, dated
                  October 14, 1994, filed as Exhibit No. 10(lxiv) to the
                  Company's Annual Report on Form 10-K for the fiscal year
                  ended September 30, 1994, filed with the Commission December
                  27, 1994 (Commission File No. 1-7727)
    <PAGE>
   (a)  3. Exhibits (continued)
           --------
    
      Exhibit
      Number
   ------------
    
   10       (lv)  Second Amended and Restated Loan Agreement by and between The
                  Hartford Steam Company and Shawmut Bank Connecticut, N.A.,
                  dated October 28, 1994, filed as Exhibit No. 10(lxv) to the
                  Company's Annual Report on Form 10-K for the fiscal year
                  ended September 30, 1994, filed with the Commission December
                  27, 1994 (Commission File No. 1-7727)
    
           (lvi)  Medium Term Notes, Series B, Placement Agency Agreement among
                  Connecticut Natural Gas Corporation, Smith Barney Inc., and
                  A.G. Edwards & Sons, Inc., dated June 14, 1994, filed as
                  Exhibit No. 10(lxvi) to the Company's Annual Report on Form
                  10-K for the fiscal year ended September 30, 1994, filed with
                  the Commission December 27, 1994 (Commission File No. 1-7727)
    
          (lvii)  Issuing and Paying Agency Agreement between Shawmut Bank
                  Connecticut, National Association, and Connecticut Natural
                  Gas Corporation, for Medium Term Notes, Series B, dated June
                  14, 1994, filed as Exhibit No. 10(lxvii) to the Company's
                  Annual Report on Form 10-K for the fiscal year ended
                  September 30, 1994, filed with the Commission December 27,
                  1994 (Commission File No. 1-7727)
    
         (lviii)  Service Agreement (EFT Service), dated July 31, 1993, between
                  the Company and National Fuel Gas Supply Corporation, filed
                  as Exhibit No. 10(lxviii) to the Company's Annual Report on
                  Form 10-K for the fiscal year ended September 30, 1994, filed
                  with the Commission December 27, 1994 (Commission File No. 1-
                  7727)
    
           (lix)  Gas Storage Contract, dated February 16, 1990, between the
                  Company and ENDEVCO Industrial Gas Sales Company, filed as
                  Exhibit No. 10(lxix) to the Company's Annual Report on Form
                  10-K for the fiscal year ended September 30, 1994, filed with
                  the Commission December 27, 1994 (Commission File No. 1-7727)
    
            (lx)  Commercial Revolving Credit Agreement by and between Fleet
                  Bank, National Association, and Energy Networks, Inc., dated
                  December 21, 1994, filed as Exhibit No. 10(lxx) to the
                  Company's Quarterly Report on Form 10-Q for the quarter ended
                  December 31, 1994, filed with the Commission January 31, 1995
                  (Commission File No. 1-7727)
    
           (lxi)  Service Agreement #86006 (Rate Schedule AFT-1), dated
                  September 1, 1994, between the Company and Algonquin Gas
                  Transmission Company, filed as Exhibit No. 10(lxxi) to the
                  Company's Quarterly Report on Form 10-Q for the quarter ended
                  June 30, 1995, filed with the Commission August 2, 1995
                  (Commission File No. 1-7727)
    
          (lxii)  Service Agreement #93005 (Rate Schedule AFT-1), dated
                  September 1, 1994, between the Company and Algonquin Gas
                  Transmission Company, filed as Exhibit No. 10(lxxii) to the
                  Company's Quarterly Report on Form 10-Q for the quarter ended
                  June 30, 1995, filed with the Commission August 2, 1995
                  (Commission File No. 1-7727)
    <PAGE>
   (a)  3. Exhibits (continued)
           --------
    
      Exhibit
      Number
   ------------
    
   10    (lxiii)  Service Agreement #9B103 (Rate Schedule AFT-1), dated
                  September 1, 1994, between the Company and Algonquin Gas
                  Transmission Company, filed as Exhibit No. 10(lxxiii) to the
                  Company's Quarterly Report on Form 10-Q for the quarter ended
                  June 30, 1995, filed with the Commission August 2, 1995
                  (Commission File No. 1-7727)
    
          (lxiv)  Service Agreement #9W005 (Rate Schedule AFT-1), dated
                  September 1, 1994, between the Company and Algonquin Gas
                  Transmission Company, filed as Exhibit No. 10(lxxiv) to the
                  Company's Quarterly Report on Form 10-Q for the quarter ended
                  June 30, 1995, filed with the Commission August 2, 1995
                  (Commission File No. 1-7727)
    
           (lxv)  KBC Energy Services Partnership Agreement, dated June 19,
                  1995, By and Among Bay State Energy Enterprises, Inc., ENI
                  Gas Services, Inc., and Koch Energy Alliance Company, filed
                  as Exhibit No. 10(lxxv) to the Company's Quarterly Report on
                  Form 10-Q for the quarter ended June 30, 1995, filed with the
                  Commission August 2, 1995 (Commission File No. 1-7727)
    
          (lxvi)  Gas Storage Agreement No. 1626 (Rate Schedule FS), dated
                  September 1, 1993, by and between the Company and Tennessee
                  Gas Pipeline Company, filed as Exhibit No. 10(lxix) to the
                  Company's Annual Report on Form 10-K for the fiscal year
                  ended September 30, 1995, filed with the Commission December
                  18, 1995 (Commission File No. 1-7727)
    
         (lxvii)  Gas Transportation Agreement No. 2498 (Rate Schedule FT-A),
                  dated September 1, 1993, by and between the Company and
                  Tennessee Gas Pipeline Company, filed as Exhibit No. 10(lxx)
                  to the Company's Annual Report on Form 10-K for the fiscal
                  year ended September 30, 1995, filed with the Commission
                  December 18, 1995 (Commission File No. 1-7727)
    
        (lxviii)  Gas Transportation Agreement No. 3900 (Rate Schedule FT-A),
                  dated October 1, 1993, by and between the Company and
                  Tennessee Gas Pipeline Company, filed as Exhibit No. 10(lxxi)
                  to the Company's Annual Report on Form 10-K for the fiscal
                  year ended September 30, 1995, filed with the Commission
                  December 18, 1995 (Commission File No. 1-7727)
    
          (lxix)  Gas Transportation Agreement No. 3901 (Rate Schedule FT-A),
                  dated October 1, 1993, by and between the Company and
                  Tennessee Gas Pipeline Company, filed as Exhibit No.
                  10(lxxii) to the Company's Annual Report on Form 10-K for the
                  fiscal year ended September 30, 1995, filed with the
                  Commission December 18, 1995 (Commission File No. 1-7727)
    
           (lxx)  Gas Transportation Agreement No. 2075 (Rate Schedule FT-A),
                  dated September 1, 1993, by and between the Company and
                  Tennessee Gas Pipeline Company, filed as Exhibit No.
                  10(lxxiii) to the Company's Annual Report on Form 10-K for
                  the fiscal year ended September 30, 1995, filed with the
                  Commission December 18, 1995 (Commission File No. 1-7727)
    <PAGE>
   (a)  3. Exhibits (continued)
           --------
    
      Exhibit
      Number
   ------------
    
   10     (lxxi)  Second Amendment to Connecticut Natural Gas Corporation
                  Employee Savings Plan, dated June 27, 1995, filed as Exhibit
                  No. 10(lxxvi) to the Company's Annual Report on Form 10-K for
                  the fiscal year ended September 30, 1995, filed with the
                  Commission December 18, 1995 (Commission File No. 1-7727)
    
         (lxxii)  Second Amendment to Connecticut Natural Gas Corporation Union
                  Employee Savings Plan, dated January 24, 1995, filed as
                  Exhibit No. 10(lxxvii) to the Company's Annual Report on Form
                  10-K for the fiscal year ended September 30, 1995, filed with
                  the Commission December 18, 1995 (Commission File No. 1-7727)
    
        (lxxiii)  Third Amendment to Connecticut Natural Gas Corporation Union
                  Employee Savings Plan, dated June 27, 1995, filed as Exhibit
                  No. 10(lxxviii) to the Company's Annual Report on Form 10-K
                  for the fiscal year ended September 30, 1995, filed with the
                  Commission December 18, 1995 (Commission File No. 1-7727)
    
         (lxxiv)  Amendment to Connecticut Natural Gas Corporation Officers'
                  Retirement Plan, dated June 27, 1995, filed as Exhibit No.
                  10(lxxix) to the Company's Annual Report on Form 10-K for the
                  fiscal year ended September 30, 1995, filed with the
                  Commission December 18, 1995 (Commission File No. 1-7727)
    
          (lxxv)  Third Amendment to Connecticut Natural Gas Corporation
                  Deferred Compensation Plan, dated June 27, 1995, filed as
                  Exhibit No. 10(lxxx) to the Company's Annual Report on Form
                  10-K for the fiscal year ended September 30, 1995, filed with
                  the Commission December 18, 1995 (Commission File No. 1-7727)
    
         (lxxvi)  Third Amendment to The Connecticut Natural Gas Corporation
                  Officers' Retirement Plan and Deferred Compensation Plan
                  Trust Agreement, dated September 12, 1995, filed as Exhibit
                  No. 10(lxxxi) to the Company's Annual Report on Form 10-K for
                  the fiscal year ended September 30, 1995, filed with the
                  Commission December 18, 1995 (Commission File No. 1-7727)
    
        (lxxvii)  Second Amendment to Restricted Stock Agreement (Under the
                  Connecticut Natural Gas Corporation Executive Restricted
                  Stock plan), dated June 27, 1995, filed as Exhibit No.
                  10(lxxxii) to the Company's Annual Report on Form 10-K for
                  the fiscal year ended September 30, 1995, filed with the
                  Commission December 18, 1995 (Commission File No. 1-7727)
    
        (lxxviii) Third Amendment to Restricted Stock Agreement (Under the
                  Connecticut Natural Gas Corporation Executive Restricted
                  Stock plan), dated June 27, 1995, filed as Exhibit No.
                  10(lxxxiii) to the Company's Annual Report on Form 10-K for
                  the fiscal year ended September 30, 1995, filed with the
                  Commission December 18, 1995 (Commission File No. 1-7727)
    <PAGE>
   (a)  3. Exhibits (continued)
           --------
    
      Exhibit
      Number
   ------------
    
   10    (lxxix)  Amended and Restated CNG Nonemployee Directors' Fee Plan,
                  dated September 29, 1995, filed as Exhibit No. 10(lxxxiv) to
                  the Company's Annual Report on Form 10-K for the fiscal year
                  ended September 30, 1995, filed with the Commission December
                  18, 1995 (Commission File No. 1-7727)
    
          (lxxx)  CNG Nonemployee Directors' Fee Plan Trust Agreement, by and
                  between the Company and Fleet Bank, N.A., dated September 28,
                  1995, filed as Exhibit No. 10(lxxxv) to the Company's Annual
                  Report on Form 10-K for the fiscal year ended September 30,
                  1995, filed with the Commission December 18, 1995 (Commission
                  File No. 1-7727)
    
         (lxxxi)  HSC Termination Agreement, dated August 1, 1995, among The
                  Hartford Steam Company, Connecticut Natural Gas Corporation,
                  Energy Networks, Inc., and Hartford Cogeneration Limited
                  Partnership, filed as Exhibit No. 10(lxxxvi) to the Company's
                  Annual Report on Form 10-K for the fiscal year ended
                  September 30, 1995, filed with the Commission December 18,
                  1995 (Commission File No. 1-7727)
    
        (lxxxii)  Irrevocable Standby Letter of Credit by and between Energy
                  Networks, Inc. and The Bank of Nova Scotia, dated March 20,
                  1996, filed as Exhibit No. 10(lxxxvii) to the Company's
                  Quarterly Report on Form 10-Q for the quarter ended March 31,
                  1996, filed with the Commission May 1, 1996 (Commission File
                  No. 1-7727)
    
       (lxxxiii)  Gas Transportation Agreement (FT-A Rate Schedule, Service
                  Package No. 86) dated September 1, 1993, between the Company
                  and Tennessee Gas Pipeline Company, filed as Exhibit No.
                  10(lxxxviii) to the Company's Quarterly Report on Form 10-Q
                  for the quarter ended June 30, 1996, filed with the
                  Commission July 29, 1996 (Commission File No. 1-7727)

        (lxxxiv)  Gas Transportation Agreement (FT-A Rate Schedule, Service
                  Package No. 1625) dated September 1, 1993, between the
                  Company and Tennessee Gas Pipeline Company, filed as Exhibit
                  No. 10(lxxxix) to the Company's Quarterly Report on Form 10-Q
                  for the quarter ended June 30, 1996, filed with the
                  Commission July 29, 1996 (Commission File No. 1-7727)
    
         (lxxxv)  Gas Transportation Agreement (FT-A Rate Schedule, Service
                  Package No. 2655) dated September 1, 1993, between the
                  Company and Tennessee Gas Pipeline Company, filed as Exhibit
                  No. 10(xc) to the Company's Quarterly Report on Form 10-Q for
                  the quarter ended June 30, 1996, filed with the Commission
                  July 29, 1996 (Commission File No. 1-7727)
    
        (lxxxvi)  Gas Storage Contract (Rate Schedule FS, Service Package No.
                  1626) dated December 1, 1994, between the Company and
                  Tennessee Gas Pipeline Company, filed as Exhibit No.
                  10(xciii) to the Company's Quarterly Report on Form 10-Q for
                  the quarter ended June 30, 1996, filed with the Commission
                  July 29, 1996 (Commission File No. 1-7727)
    <PAGE>
   (a)  3. Exhibits (continued)
           --------
    
      Exhibit
      Number
   ------------
    
   10  (lxxxvii)  Amendment No.1-A to Gas Storage Contract (Rate Schedule FS,
                  Service Package No. 1626) dated July 1, 1995 between the
                  Company and Tennessee Gas Pipeline Company, filed as Exhibit
                  No. 10(xciv) to the Company's Quarterly Report on Form 10-Q
                  for the quarter ended June 30, 1996, filed with the
                  Commission July 29, 1996 (Commission File No. 1-7727)
    
      (lxxxviii)  Service Agreement (#N01719, FST Service) dated March 28, 1996
                  between the Company and National Fuel Gas Supply Corporation,
                  filed as Exhibit No. 10(xcv) to the Company's Quarterly
                  Report on Form 10-Q for the quarter ended June 30, 1996,
                  filed with the Commission July 29, 1996 (Commission File No.
                  1-7727)
    
        (lxxxix)  Amendment No. 1 to Service Agreement (#N01719, FST Service)
                  dated April 1, 1996, between the Company and National Fuel
                  Gas Supply Corporation, filed as Exhibit No. 10(xcvi) to the
                  Company's Quarterly Report on Form 10-Q for the quarter ended
                  June 30, 1996, filed with the Commission July 29, 1996
                  (Commission File No. 1-7727)
    
            (xc)  Service Agreement (#O01718, FSS Service) dated March 28, 1996
                  between the Company and National Fuel Gas Supply Corporation,
                  filed as Exhibit No. 10(xcvii) to the Company's Quarterly
                  Report on Form 10-Q for the quarter ended June 30, 1996,
                  filed with the Commission July 29, 1996 (Commission File No.
                  1-7727)
    
           (xci)  Amendment No. 1 to Service Agreement (#O01718, FSS Service)
                  dated April 1, 1996, between the Company and National Fuel
                  Gas Supply Corporation, filed as Exhibit No. 10(xcviii) to
                  the Company's Quarterly Report on Form 10-Q for the quarter
                  ended June 30, 1996, filed with the Commission July 29, 1996
                  (Commission File No. 1-7727)
    
          (xcii)  First Amendment to Agreement and Declaration of Trust,
                  Connecticut Natural Gas Corporation Union Employee Benefit
                  Trust, dated January 24, 1995, between the Company and Fleet
                  Bank, N.A.

         (xciii)  CNG Nonemployee Directors' Fee Plan, dated October 1, 1996

          (xciv)  First Amendment to CNG Nonemployee Directors' Fee Plan Trust
                  Agreement, dated October 1, 1996, between the Company and
                  Putnam Fiduciary Trust Company

           (xcv)  Second Amendment to CNG Nonemployee Directors' Fee Plan Trust
                  Agreement, dated October 1, 1996, between the Company and
                  Putnam Fiduciary Trust Company

          (xcvi)  Third Amendment to Connecticut Natural Gas Corporation
                  Employee Savings Plan, dated October 31, 1995<PAGE>
   (a)  3. Exhibits (continued)
           --------
    
      Exhibit
      Number
   ------------
    
   10    (xcvii)  Fourth Amendment to Connecticut Natural Gas Corporation
                  Employee Savings Plan, dated December 19, 1995

        (xcviii)  Fifth Amendment to Connecticut Natural Gas Corporation
                  Employee Savings Plan, dated February 27, 1996

          (xcix)  Fourth Amendment to Connecticut Natural Gas Corporation Union
                  Employee Savings Plan, dated October 31, 1995

             (c)  Fifth Amendment to Connecticut Natural Gas Corporation Union
                  Employee Savings Plan, dated December 19, 1995

            (ci)  Sixth Amendment to Connecticut Natural Gas Corporation Union
                  Employee Savings Plan, dated February 27, 1996

           (cii)  Settlement Agreement and Release of All Claims between
                  Connecticut Natural Gas Corporation and Harry Kraiza, Jr.,
                  dated September 25, 1996

          (ciii)  Service Agreement (#93305, Rate Schedule AFT-1), dated June
                  1, 1993, between the Company and Algonquin Gas Transmission
                  Company

           (civ)  Service Agreement (#400507, Rate Schedule FSS-1), dated       
                  November 15,1996, between the Company and Texas Eastern
                  Transmission Corporation

            (cv)  Service Agreement (#412008, Rate Schedule SS-1), dated        
                  November 15, 1996, between the Company and Texas Eastern
                  Transmission Corporation

           (cvi)  Service Agreement (#800423, Rate Schedule CDS), dated         
                  November 15, 1996, between the Company and Texas Eastern
                  Transmission Corporation

          (cvii)  Service Agreement (#800424, Rate Schedule CDS), dated         
                  November 15, 1996, between the Company and Texas Eastern
                  Transmission Corporation
    
   11   Computation of Consolidated Primary and Fully Diluted Earnings Per
        Share
    
   12   Computation of Ratios
           Not applicable
    
   13   Annual Report to Stockholders for the Fiscal Year Ended September 30,
        1996
           Not applicable
    
   16   Letter Regarding Change in Certifying Accountant
           Not applicable
    
   18   Letter Regarding Change in Accounting Principles
           Not applicable
    <PAGE>
   (a)  3. Exhibits (concluded)
           --------
    
      Exhibit
      Number
   ------------
    
   21   Subsidiaries of the Registrant
    
   22   Published Report Regarding Matters Submitted to Vote of Security
        Holders
           None
    
   23   Consent of Independent Public Accountants
    
   24   Power of Attorney
    
   27   Financial Data Schedule
    
   28   Information from Reports Furnished to State Insurance Regulatory
        Authorities
           Not applicable
    
   99   Additional Exhibits
         
             (i)  Exhibit Index
    
            (ii)  Information required by Form 11-K with respect to the
                  Connecticut Natural Gas Corporation Employee Savings Plan for
                  the fiscal year ending December 31, 1996
    
           (iii)  Information required by Form 11-K with respect to the
                  Connecticut Natural Gas Corporation Union Employee Savings
                  Plan for the fiscal year ending December 31, 1996
    
    
   Exhibits 3(ii), 4(i), 4(ii)(a), 4(ii)(b), 4(ii)(c), 4(ii)(d), 4(ii)(e),
   4(ii)(f), 4(ii)(g), 4(ii)(h), 10(i), 10(ii), 10(iii), 10(iv), 10(v),
   10(vi), 10(vii), 10(viii), 10(ix), 10(x), 10(xi), 10(xii), 10(xiii),
   10(xiv), 10(xv), 10(xvi), 10(xvii), 10(xviii), 10(xix), 10(xx), 10(xxi),
   10(xxii), 10(xxiii), 10(xxiv), 10(xxv), 10(xxvi), 10(xxvii), 10(xxviii),
   10(xxix), 10(xxx), 10(xxxi), 10(xxxii), 10(xxxiii), 10(xxxiv), 10(xxxv),
   10(xxxvi), 10(xxxvii), 10(xxxviii), 10(xxxix), 10(xl), 10(xli), 10(xlii),
   10(xliii), 10(xliv), 10(xlv), 10(xlvi), 10(xlvii), 10(xlviii), 10(xlix),
   10(l), 10(li), 10(lii), 10(liii), 10(liv), 10(lv), 10(lvi), 10(lvii),
   10(lviii), 10(lix), 10(lx), 10(lxi), 10(lxii), 10(lxiii), 10(lxiv),
   10(lxv), 10(lxvi), 10(lxvii), 10(lxviii), 10(lxix), 10(lxx), 10(lxxi),
   10(lxxii), 10(lxxiii), 10(lxxiv), 10(lxxv), 10(lxxvi), 10(lxxvii),
   10(lxxviii), 10(lxxix), 10(lxxx), 10(lxxxi), 10(lxxxii), 10(lxxxiii),
   10(lxxxiv), 10(lxxxv), 10(lxxxvi), 10(lxxxvii), 10(lxxxviii), 10(lxxxix),
   10(xc) and 10(xci) listed above which have been filed with the Securities
   and Exchange Commission pursuant to the Securities Act of 1933 and the
   Securities Exchange Act of 1934, and which were designated as noted above
   and have not been amended, are hereby incorporated by reference.  All other
   exhibits referred to above are filed herewith.
    
    <PAGE>
   (b)  Reports on Form 8-K
        -------------------
    
        There were no current reports filed on Form 8-K during the last quarter
        of fiscal 1996.
    
    <PAGE>