EXHIBIT 10.23.1

                              GAS STORAGE CONTRACT
                        (For Use Under Rate Schedule FS)

     This Contract is made as of the 1st day of September,  1993, by and between
TENNESSEE  GAS  PIPELINE   COMPANY,   a  Delaware   corporation   herein  called
"Transporter,"  and BOSTON GAS CO, a  MASSACHUSETTS  Corporation,  herein called
"Shipper."  Transporter and Shipper  collectively shall be referred to herein as
the "Parties."

                          ARTICLE I - SCOPE OF CONTRACT

Following the commencement of service hereunder, in accordance with the terms of
Transporter's Rate Schedule FS, and of this Agreement, Transporter shall receive
for  injection  for  Shipper's  account a daily  quantity of gas up to Shipper's
Maximum  Injection  Quantity  of 36,043  dekatherms  (Dth) and  Maximum  Storage
Quantity  (MSQ) of 5,406,507  (Dth) (on a cumulative  basis) and on demand shall
withdraw from Shipper's  storage account and deliver to Shipper a daily quantity
of gas up to Shipper's  Maximum Daily Withdrawal  Quantity (MDWQ) of 41,687 Dth;
provided  however,  that when Shipper's storage balance is equal to or less than
30% of the MSQ but greater  than 20% of the MSQ,  the Maximum  Daily  Withdrawal
Quantity shall be 41,687 Dth; and provided further,  that when Shipper's storage
balance is less than or equal to 20% of the MSQ,  the Maximum  Daily  Withdrawal
Quantity  shall be 41,687 Dth. For demand charge  purposes,  the 41,687 MDWQ for
balances greater than 30% of the MSQ shall be used.

                           ARTICLE II - SERVICE POINT

The  point  or  points  at  which  the gas is to be  tendered  for  delivery  by
Transporter to Shipper under this Contract shall be at the storage service point
at Transporter's Compressor Station 313.

                               ARTICLE III - PRICE

1.   Shipper  agrees to pay  Transporter  for all natural  gas  storage  service
     furnished to Shipper hereunder,  including compensation for system fuel and
     losses,  at  Transporter's  legally  effective  rate  or at  any  effective
     superseding  rate  applicable  to the  type of  service  specified  herein.
     Transporter's  present legally effective rate for said service is contained
     in  Transporter's  FERC Tariff as filed with the Federal Energy  Regulatory
     Commission. Except as provided to the contrary in any written or electronic
     agreement(s)  between  Transporter  and  Shipper in effect  during the term
     Agreement, Shipper shall pay Transporter the applicable maximum rate(s) and
     all other  applicable  charges and  surcharges  specified in the Summary of
     Rates  in  Transporter's  FERC  Gas  Tariff  and  in  this  Rate  Schedule.
     Transporter  and  Shipper  may agree that a specific  discounted  rate will
     apply only to certain volumes under the agreement.  Transporter and Shipper
     may agree that a  specified  discounted  rate will apply only to  specified
     volumes  (MSQ,  MDIQ,  MDWQ,  or  Authorized  Overrun  volumes)  under  the
     Agreement;  that a specified  discounted  rate will apply only if specified
     volumes are achieved  (with the maximum  rates  applicable to volumes above
     the specified  volumes or to all volumes if the specified volumes are never
     achieved);  that  a  specified  discounted  rate  will  apply  only  during
     specified  periods  of the year or over a  specifically  defined  period of
     time; that a specified discounted rate will apply only to specified storage
     points;  and/or  that a  specified  discounted  rate  will  apply  only  to
     production or reserves  committed or dedicated to Transporter.  Transporter
     and  Shipper  may agree to a  specified  discounted  rate  pursuant  to the
     provisions of this Section 3.1 provided that the discounted rate is between
     the applicable maximum and minimum rates for this service.

2.   Shipper  agrees to reimburse  Transporter  for any filing or similar  fees,
     which have not been previously paid by Shipper, which Transporter incurs in
     rendering service hereunder.

3.   Shipper agrees that  Transporter  shall have the  unilateral  right to file
     with the appropriate regulatory authority and make changes effective in (a)
     the rates and charges  applicable to service pursuant to Transporter's Rate
     Schedule FS, (b) the rate schedule(s)  pursuant to which service  hereunder
     is  rendered,  or (c) any  provision  of the General  Terms and  Conditions



<PAGE>

     applicable  to those rate  schedules.  Transporter  agrees that Shipper may
     protest or contest the  aforementioned  filings,  or may seek authorization
     from  duly  constituted  regulatory  authorities  for  such  adjustment  of
     Transporter's  existing FERC Gas Tariff as may be found necessary to assure
     Transporter just and reasonable rates.

        ARTICLE IV - INCORPORATION OF RATE SCHEDULE AND TARIFF PROVISIONS

This agreement shall be subject to the terms of Transporter's  Rate Schedule FS,
as filed  with the  Federal  Energy  Regulatory  Commission,  together  with the
General Terms and Conditions  applicable  thereto (including any changes in said
Rate Schedule or General Terms and  Conditions as may from time to time be filed
and made effective by Transporter).

                          ARTICLE V - TERM OF AGREEMENT

This contract shall be effective as of the 1 September, 1993 and shall remain in
force and effect  unless  modified  as per  Exhibit B, until 31  October,  2008,
("Primary Term") and on a month to month basis thereafter  unless  terminated by
either  Party upon at least thirty (30) days prior  written  notice to the other
Party; provided, however, that if the Primary Term is one year or more, then any
rights to Shipper's  extension of this Agreement after the Primary Term shall be
governed by Article III,  Section 10.4 of the General  Terms and  Conditions  of
Transporter's  FERC  Gas  Tariff;   provided  further,  if  the  FERC  or  other
governmental body having jurisdiction over the service rendered pursuant to this
Agreement authorizes abandonment of such service, this Agreement shall terminate
on the abandonment date permitted by the FERC or such other governmental body.

This Agreement will terminate upon notice from  Transporter in the event Shipper
fails to pay all of the amount of any bill for service  rendered by  Transporter
hereunder  in  accordance  with the terms and  conditions  of  Article VI of the
General Terms and Conditions of Transporters FERC Gas Tariff.

                              ARTICLE VI - NOTICES

Except as otherwise  provided in the General Terms and Conditions  applicable to
this  Agreement,  any notice under this Agreement shall be in writing and mailed
to the post  office  address  of the Party  intended  to  receive  the same,  as
follows:

           TRANSPORTER:        TENNESSEE GAS PIPELINE COMPANY
                               P. 0. Box 2511
                               Houston, Texas 77252-2511

                               Attention: Director of Transportation Controls

           SHIPPER:
                     NOTICES:  BOSTON GAS CO
                               One Beacon Street
                               34th Floor
                               Boston, MA 02108

                               Attention: Elizabeth Danehy

           BILLING:            BOSTON GAS CO
                               201 Rivermoor Street.
                               West Roxbury, MA 02132

                               Attention: Gas Resources Department


                                       3
<PAGE>


or to such other address as either Party shall designate by formal written
notice to the other.

                            ARTICLE VII - ASSIGNMENT

Any company  which shall  succeed by purchase,  merger or  consolidation  to the
properties,  substantially as an entirety,  of Transporter or of Shipper, as the
case may be,  shall be  entitled  to the  rights  and  shall be  subject  to the
obligations  of its  predecessor  in title  under this  Contract.  Otherwise  no
assignment of the Contract or any of the rights or obligations  thereunder shall
be made by  Shipper,  except  pursuant to the General  Terms and  Conditions  of
Transporter's FERC Gas Tariff. It is agreed,  however,  that the restrictions on
assignment  contained in this Article shall not in any way prevent  either Party
to the Agreement from pledging or mortgaging  its rights  thereunder as security
for its indebtedness.

                          ARTICLE VIII - MISCELLANEOUS

8.1  The  interpretation and performance of this Contract shall be in accordance
     with and  controlled by the laws of the State of Texas,  without  regard to
     doctrines governing choice of law.

8.2  If any provision of this  Agreement is declared null and void, or voidable,
     by  a  court  of  competent  jurisdiction,  then  that  provision  will  be
     considered  severable at either  Party's  option;  and if the  severability
     option is exercised, the remaining provisions of the Agreement shall remain
     in full force and effect.

     8.3  Unless otherwise expressly provided in this Agreement or Transporter's
          FERC Gas Tariff,  no  modification  of or  supplement to the terms and
          provisions  stated in this  Agreement  shall be or  become  effective,
          until Shipper has  submitted a request for change  through the PASSKEY
          and  Shipper  has  been  notified  through  PASSKEY  of  Transporter's
          agreement to such change.

                     ARTICLE IX - PRIOR AGREEMENTS CANCELLED

     Transporter and Shipper agree that this  Agreement,  as of the date hereof,
     shall  supersede  and cancel the Gas Storage  Contract  Number  527,  dated
     September 1, 1993 between the Parties hereto.

IN WITNESS  WHEREOF,  the Parties have caused this Agreement to be duly executed
by their authorized agents.

                     TENNESSEE GAS PIPELINE COMPANY


                     BY  /s/ Randall G. Schorre


                     --------------------------
                     RANDALL G. SCHORRE
                     Agent and Attorney-in-Fact
                     DATE 1/6/95


                     BOSTON GAS CO


                      BY /s/ William R. Luthern


                      --------------------------
                      TITLE Vice President
                      DATE  8 DEC 94














<PAGE>



                          GAS STORAGE SERVICE AGREEMENT
                                   EXHIBIT "A"
                      TO FIRM GAS STORAGE SERVICE AGREEMENT
                             DATED DECEMBER 1, 1994
                                     BETWEEN
                         TENNESSEE GAS PIPELINE COMPANY
                                       AND
                                  BOSTON GAS CO



SERVICE PACKAGE MSQ: 5,686,054 DTH
MAXIMUM DAILY INJECTION QUANTITY: 37,907 DTH

MAXIMUM DAILY WITHDRAWAL QUANTITY (MDWQ):


STORAGE BALANCE              STORAGE BALANCE            MAXIMUM DAILY WITHDRAWAL
   FROM DTH                      TO DTH                       QUANTITY DTH

     1,705,817                   5,686,054                   70,799 RATCHET 0
     1,137,212                   1,705,816                   70,799 RATCHET 1
             0                   1,137,211                   41,687 RATCHET 2




SERVICE POINT: COMPRESSOR STATION 313
INJECTION METER: 060018 TGP.NORTHERN STORAGE INJECTION WITHDRAWAL METER: 070018
TGP.NORTHERN STORAGE WITHDRAWAL
<TABLE>
<CAPTION>

                                             STORAGE         STORAGE        MDLQ
<S>        <C>                                    <C>      <C>   <C>   <C>       <C>           <C>
 METER               METER NAME                    COUNTY   ST   ZONE   1/W  LEG  BALANCE FROM  BALANCE TO MDWQ
 060018    TGP-NORTHERN STORAGE INJECTION          POTTER   PA    04         I      300            37,907
</TABLE>


<TABLE>
<CAPTION>
<S>      <C>                               <C>      <C>     <C>       <C>  <C>       <C>           <C>           <C>     <C>
070018    TGP-NORTHERN STORAGE WITHDRAWAL   POTTER   PA      04        W    300       1,705,817     5,686,054     70,799  RATCHET 0
                                                                                      1,137,212     1,705,816     70,799  RATCHET 1

                                                                                              0     1,137,211     41,687  RATCHET 2
</TABLE>