<PAGE>
                                             EXHIBIT 10.22

                    STATE OF CONNECTICUT

               DEPARTMENT OF PUBLIC UTILITY CONTROL

RE:APPLICATION OF              :    DOCKET NO. 92-02-19
YANKEE GAS SERVICES COMPANY    :         (Reopened)
FOR AN INCREASE IN RATES --    :
REQUEST TO REOPEN FOR APPROVAL :
OF ACCOUNTING TREATMENT FOR    :
RECOVERY OF DEFERRED EXPENSES  :    SEPTEMBER  11, 1995


                    STIPULATION AND AGREEMENT

     WHEREAS:

     A.   Yankee Gas Services Company (the "Company") is
requesting that its last rate case, Docket No. 92-02-19 (the
"Rate Case"), be reopened in order to approve an accounting
treatment which will permit certain credits to be applied against
certain deferred expenses, as more particularly described below;

     B.   The Office of Consumer Counsel (the "OCC") and the
Company are or will be parties to the reopened proceeding;

     C.   The OCC and the Company believe that approval by the
Department of Public Utility Control (the "Department") of the
accounting treatment requested by the Company will resolve the
growing problem of such deferred expenses and will avoid the need
for a rate increase in a weak economy and a time of concern about
price competitiveness; and

     D.   The OCC and the Company believe that approval of the
requested accounting treatment is therefore in the best interests
of the Company's customers;

     NOW, THEREFORE, in consideration of the foregoing, the
parties hereby stipulate and agree as follows:

          1.   Term
               This stipulation and agreement shall become
effective as of September 30, 1995 and shall continue through
September 30, 1998, after which it shall expire.

          2.   Deferred Expenses
               (a)  Effective as of September 30, 1995, the
Company may apply the Transition Credits, as described in
Paragraph 3 hereof, to eliminate or reduce the following
expenses, which received deferred accounting treatment in the
Rate Case (Docket 92-02-19) or in the Department's Decisions in
Docket No. 92-01-02 or Docket No. 92-02-08 (the "Deferred
Expenses") and which are estimated to amount to:
<TABLE>
<CAPTION>

                                           Millions of Dollars
                                        Fiscal 95 Fiscal 98
<S>                                     <C>        <C>
Natural Gas Vehicle Program             $   .54     $ .74
Economic Development Activities            1.27      2.02
Conservation Program                       2.30      4.70
Compliance with FASB Statement No. 106,    2.39      6.29
     "Employers' Accounting for Certain
     Post Retirement Benefits Other Than
     Pensions ("FAS 106")
Hardship Accounts and Matching            10.87     16.27
      Payment Program
                    Total                $17.37    $30.02

</TABLE>

               (b)  The Company will not implement a conservation
adjustment mechanism with respect to any period during the term
of this stipulation and agreement;

     c)   The Company shall apply not more than $1,500,000 of
Transition Credits against FAS 106 Compliance costs in any fiscal
year during the term set forth in Paragraph 1 hereof.   However,
in its next rate case,  the Company may seek recovery of such
deferred FAS 106 compliance costs not eliminated by applying said
$1,500,000 per fiscal year.        

          (d)  It is understood and agree that OCC does not waive
any rights it has if the Company seeks recovery of any remaining
deferred balances at the end of this Agreement.

          (e)  This agreement is intended to cover deferred
expenses as specified above.  

     3.   The Transition Credits.
          
     (a)  The credits to be applied against the Deferred Expenses
shall be provided by the mechanism established by the Department
in Docket No. 94-01-12 to pay the transition costs resulting from
the implementation of Federal Energy Regulatory Commission Order
No. 636 ("FERC Order 636) and will come from the following
sources, in the percentages specified below (the "Transition
Credits"):

<TABLE>
<CAPTION> 
                                        Percentage Available
               Source                   For Deferred Expenses
          <S>                                   <C>
          Capacity Release                       100%
          Deferred Gas Costs                     100%
          Off-System Sales                        80%
          Interruptible Excess Margin             80%
          Pipeline Refunds                       100%
</TABLE>

          (b)  As of July 31, 1995, Transition Credits available
for application against Deferred Expenses amounted to $7,752,710,
and it is anticipated that the Company will continue to receive
Transition Credits through September 30, 1998.

          (c)  The Company and OCC agree that absent  this
agreement and the Department's Decision and Docket No. 94-01-12,
firm ratepayers would be entitled to receive:     

<TABLE>
<CAPTION>

                                   Percentage Available To
               Source              Return To Firm Ratepayers
          <S>                                   <C>

          Capacity Release                       100%
          Deferred Gas Costs                     100%
          Off-System Sales                        50%
          Interruptible Excess Margin             50%
          Pipeline Refunds                       100%

     </TABLE>

          (d)  OCC acknowledges that only 75% of Off-System Sales
and Interruptible Excess Margin were approved for application
toward transition costs in Docket No. 94-01-12, and does not
object to the Company's request that 80% of Off-System Sales and
Interruptible Excess Margin should be approved and made available
in connection with the Company's proposed accounting treatment,
including use in accordance with subparagraph 4 (b) hereof.

          4.   Rate Moratorium

          (a)  Except as set forth in the following subparagraph
4(b), the Company's rates shall not be increased prior to
September 30, 1998.
     
          (b)  If, beginning with the fiscal year ending
September 30, 1996, the Company's actual return on average equity
("ROE"), calculated on the cost of capital method and excluding
any non-recurring charges for discretionary items,  (such as one-
time charges for voluntary early retirement program), is less
than 10.5% in any fiscal year during the term hereof, as
demonstrated by the Company's monthly ROE filing with the
Department for September of such year, the Company shall have the
option of (i) applying to the Department for a rate increase or
(ii) retaining up to 80% of any Off-System Sales Margin and
Excess Interruptible Margin as may be necessary to bring its ROE
for such year up to 10.5%.
     
          (c)  During the period in which this Agreement is in
effect , the Company and the OCC agree that transition cost
recoveries in excess of those necessary to resolve the deferred
balances in any given fiscal year will be returned to firm
ratepayers through the Purchased Gas Adjustment Mechanism (PGA).

          (d)  In the event that transition cost recoveries are
less than an amount necessary to resolve the deferred balances by
September 30, 1998, the Company may seek recovery of same in its
next rate case and OCC shall have the right to contest this
effort to recover.

          (e)  The parties hereto understand and agree that this
Agreement should permit recovery, in full, of the Deferred
Expenses set forth in Paragraph 2(a) hereof.  However, in the
unlikely event that transition credits fall short of achieving
such recovery, then, the Company's rights are set forth in
Paragraph 4(d) hereof.

          (f)  The OCC shall have the right to examine and
contest operational and financial issues affecting the Company's
customers in subsequent proceedings before the Department and
nothing contained herein shall be deemed a waiver of that right.

          5.   General

          (a)  Upon execution of this stipulation and agreement
by both the OCC and the Company, it may be attached to the
Company's application and submitted to the Department.

          (b)  Such submission of this stipulation and agreement
to the Department shall constitute the joint request of the OCC
and the Company that the Department grant the requested reopener
and approve the Company's proposed accounting treatment in
accordance with the Company's application.

          (c)  The agreements contained herein are interdependent
and not severable, and they shall not be binding upon, or deemed
to represent positions of, the parties if they are not approved
in full by the Department.

                              Respectfully submitted,

                              YANKEE GAS SERVICES COMPANY        
                                   
By_____________________________
                                   Thomas J. Houde
                                    Vice President
                                    Rates & Resource Planning    
                                   

                              OFFICE OF CONSUMER COUNSEL

                              By_____________________________
                                   John F. Merchant
                                   Consumer Counsel