Contract # 2.1106
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                      SERVICE AGREEMENT
                              
                           between
                              
         TRANSCONTINENTAL GAS PIPE LINE CORPORATION
                              
                             and
                              
                       PG ENERGY INC.
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                     Dated July 10, 1997
                      SERVICE AGREEMENT
                              
                              
     THIS AGREEMENT entered into this 10th day of July,
1997, by and between TRANSCONTINENTAL GAS PIPE LINE
CORPORATION, a Delaware corporation, hereinafter referred to
as "Seller", first party, and PG ENERGY INC., hereinafter
referred to as "Buyer", second party,

                     W I T N E S S E T H
                              
     WHEREAS, Seller owns and operates an interstate gas
pipeline system; and

     WHEREAS, Buyer submitted a request for firm
transportation service to be made available through an
expansion of its transmission facilities, referred to as the
"1997 Pocono Expansion Project";

     WHEREAS, Seller and PG Energy Inc. ("PG Energy") are
parties to a Precedent Agreement, dated March 31, 1997
providing for firm transportation service of up to a
Transportation Contract Quantity of 33,500 dt per day
through Seller's pipeline system under Rate Schedule FT; and

     WHEREAS, Seller will provide firm transportation
service hereunder to Buyer pursuant to Seller's blanket
certificate authorization and Rate Schedule FT for the
33,500 dt per day Transportation Contract Quantity pursuant
to the terms and conditions of this agreement.

     NOW, THEREFORE, Seller and Buyer agree as follows:

                          ARTICLE I
                 GAS TRANSPORTATION SERVICE
                              
     1. Subject to the terms and provisions of this
agreement and of Seller's Rate Schedule FT, Buyer agrees to
deliver or cause to be delivered to Seller gas for
transportation and Seller agrees to receive, transport and
redeliver natural gas to Buyer or for the account of Buyer,
on a firm basis, up to a Transportation Contract Quantity
("TCQ") of 33,500 dt per day.

     2. Transportation service rendered hereunder shall not
be subject to curtailment or interruption except as provided
in Section 11 of the General Terms and Conditions of
Seller's FERC Gas Tariff.

                         ARTICLE II
                      POINT OF RECEIPT
                              
     Buyer shall deliver or cause to be delivered gas at the
point of receipt hereunder at a pressure sufficient to allow
the gas to enter Seller's pipeline system at the varying
pressures that may exist in such system from time to time;
provided, however, the pressure of the gas delivered or
caused to be delivered by Buyer shall not exceed the maximum
operating pressure of Seller's pipeline system at such point
of receipt.  In the event the maximum operating pressure of
Seller's pipeline system, at the point of receipt hereunder,
is from time to time increased or decreased, then the
maximum allowable pressure of the gas delivered or caused to
be delivered by Buyer to Seller at the point of receipt
shall be correspondingly increased or decreased upon written
notification of Seller to Buyer.  The point of receipt for
natural gas received for transportation pursuant to this
agreement shall be:

     See Exhibit A, attached hereto for point of receipt.

                         ARTICLE III
                      POINT OF DELIVERY
                              
     Seller shall redeliver to Buyer or for the account of
Buyer the gas transported hereunder at the following point
of delivery and at a pressure of:

     See Exhibit B, attached hereto, for point of delivery
and pressure.

                         ARTICLE IV
                      TERM OF AGREEMENT
                              
     This agreement shall be effective as of the later of
November 1, 1997 or the date that the facilities of Seller
necessary to commence service of all or part of Buyer's TCQ
hereunder are ready for service and shall remain in force
and effect until 10:00 a.m. Eastern Standard Time November
1, 2017 and thereafter until terminated by Seller or Buyer
upon at least one hundred eighty days (180) written notice;
provided, however, this agreement shall terminate
immediately and, subject to the receipt of necessary
authorizations, if any, Seller may discontinue service
hereunder if (a) Buyer, in Seller's reasonable judgment
fails to demonstrate credit worthiness, and (b) Buyer fails
to provide adequate security in accordance with Section 32
of the General Terms and Conditions of Seller's Volume No. 1
Tariff.

                          ARTICLE V
                   RATE SCHEDULE AND PRICE
                              
     1. Buyer shall pay Seller for natural gas delivered to
Buyer hereunder in accordance with Seller's Rate Schedule FT
and the applicable provisions of the General Terms and
Conditions of Seller's FERC Gas Tariff as filed with the
Federal Energy Regulatory Commission, and as the same may be
legally amended or superseded from time to time.  Such Rate
Schedule and General Terms and Conditions are by this
reference made a part hereof.  In the event Buyer and Seller
mutually agree to a negotiated rate and specified term for
service hereunder, provisions governing such negotiated rate
(including surcharges) and term shall be set forth on
Exhibit C to the service agreement.

     2. Seller and Buyer agree that the quantity of gas that
Buyer delivers or causes to be delivered to Seller shall
include the quantity of gas retained by Seller for
applicable compressor fuel, line loss make-up (and injection
fuel under Seller's Rate Schedule GSS, if applicable) in
providing the transportation service hereunder, which
quantity may be changed from time to time and which will be
specified in the currently effective Sheet No. 44 of Volume
No. 1 of this Tariff which relates to service under this
agreement and which is incorporated herein.

     3. In addition to the applicable charges for firm
transportation service pursuant to Section 3 of Seller's
Rate Schedule FT, Buyer shall reimburse Seller for any and
all filing fees incurred as a result of Buyer's request for
service under Seller's Rate Schedule FT, to the extent such
fees are imposed upon Seller by the Federal Energy
Regulatory Commission or any successor governmental
authority having jurisdiction.
                              
                         ARTICLE VI
                        MISCELLANEOUS
                              
     1. This Agreement supersedes and cancels as of the
effective date hereof the following contract(s) between the
parties hereto:  None.
     2. No waiver by either party of any one or more
defaults by the other in the performance of any provisions
of this agreement shall operate or be construed as a waiver
of any future default or defaults, whether of a like or
different character.

     3. The interpretation and performance of this agreement
shall be in accordance with the laws of the State of Texas,
without recourse to the law governing conflict of laws, and
to all present and future valid laws with respect to the
subject matter, including present and future orders, rules
and regulations of duly constituted authorities.

     4. This agreement shall be binding upon, and inure to
the benefit of the parties hereto and their respective
successors and assigns.

     5. Notices to either party shall be in writing and
shall be considered as duly delivered when mailed to the
other party at the following address:

        (a)    If to Seller:
               Transcontinental Gas Pipe Line Corporation
               P.O. Box 1396
               Houston, Texas, 77251
               Attention:  Director, Customer Services

        (b)    If to Buyer:
               PG Energy Inc.
               One PEI Center
               Wilkes-Barre, PA  18711-0601
               Attention:  Director, Gas Supply

Such addresses may be changed from time to time by mailing
appropriate notice thereof to the other party by certified
or registered mail.

     IN WITNESS WHEREOF, the parties hereto have caused this
agreement to be signed by their respective officers or
representatives thereunto duly authorized.





                              TRANSCONTINENTAL GAS PIPE LINE
                              CORPORATION   (Seller)




                                By:    /s/ Frank J. Ferazzi
                                           Frank J. Ferazzi
                                            Vice President
                                            Customer Service


                              PG ENERGY INC. (Buyer)




                                By:     /s/ John F. Kell, Jr.
                                            John F. Kell, Jr. 
                                 Vice President, Financial
Services


                          Exhibit A
                              
                              
     ATTACHED AND MADE PART OF THAT SERVICE AGREEMENT BY AND
BETWEEN TRANSCONTINENTAL GAS PIPE LINE CORPORATION, AS
SELLER, AND PG ENERGY INC., AS BUYER, DATED July 10, 1997

                      Point of Receipt
                              
The point of interconnection between Seller and CNG
Transmission Corporation near the Leidy Storage Field,
Clinton County, Pennsylvania.
                          Exhibit B
                              
     ATTACHED AND MADE PART OF THAT SERVICE AGREEMENT BY AND
BETWEEN TRANSCONTINENTAL GAS PIPE LINE CORPORATION, AS
SELLER, AND PG ENERGY INC., AS BUYER, DATED July 10, 1997


                      Point of Delivery
                              
The point of interconnection between Seller's Leidy Line and
  Buyer's facilities at the Shickshinny Meter Station near
        Salem Township, Luzerne County, Pennsylvania.
                          Pressure
                              
Pressures existing from time to time in Seller's system at
the point of delivery.
                          Exhibit C
                              
     ATTACHED AND MADE PART OF THAT SERVICE AGREEMENT BY AND
BETWEEN TRANSCONTINENTAL GAS PIPE LINE CORPORATION, AS
SELLER, AND PG ENERGY INC., AS BUYER, DATED July 10, 1997


Specification of Negotiated Rate and Term
None.