AMENDMENT TO

   PHASE 2 GAS SALES AGREEMENT

   This Contract, to be called Amendment to Phase 2 Gas Sales
   Agreement, is made as of this 20th day of August, 1997 by and
   between Boundary Gas, Inc., a Delaware corporation (herein
   called "Boundary") and the following fifteen (15) United States
   companies signatory hereto (which collectively own all of the
   stock of Boundary):  The Brooklyn Union Gas Company, Bay State
   Gas Company, Northern Utilities, Inc., New Jersey Natural Gas
   Company, Boston Gas Company, Yankee Gas Services Company,
   Consolidated Edison Company of New York, Inc., National Fuel Gas
   Distribution Corporation, Long Island Lighting Company,
   Connecticut Natural Gas Corporation, Essex County Gas Company,
   EnergyNorth Natural Gas, Inc., Valley Gas Company, Berkshire Gas
   Company, and Fitchburg Gas and Electric Light Company (herein
   collectively called "Repurchasers").

   W I T N E S S E T H:

   WHEREAS,  the Gas Purchase Contract between Boundary and
   TransCanada PipeLines Limited ("TransCanada") dated September
   14, 1987, as amended ("Gas Purchase Contract"), has been
   amended, in pertinent part, to reflect changes agreed upon in
   the resolution of certain pricing disputes between Boundary and
   TransCanada (a copy of which amendment is attached hereto);

   WHEREAS, the amendments to the Gas Purchase Contract involve the
   implementation of a U.S. pipeline rate refund protocol and
   impose a time limitation for adjusting overcharges and
   undercharges under the Gas Purchase Contract;

   WHEREAS, these amendments require corresponding amendments to
   the Gas Sales Agreement among Boundary and the Repurchasers
   dated September 14, 1987, as amended ("Gas Sales Agreement");

   NOW THEREFORE, the parties hereto agree to amend the Gas Sales
   Agreement, effective as of the date of the amendments to the Gas
   Purchase Contract, as follows:

   Article X, Section 5 shall be amended by inserting the phrase
   "and claimed within twelve (12) months of the date payment is
   due under the invoice containing such error" immediately after
   the word "Boundary," on the penultimate line thereof.

   Effective as of November 1, 1995, the Gas Sales Agreement is
   deemed amended as necessary to permit the implementation of the
   protocol entitled "Treatment of Increases in U.S. Pipeline Rates
   in the Calculation of the Price of Gas Pursuant to Article VII"
   and attached to an amending agreement between Alberta Northeast
   Gas Limited and TransCanada dated November 17, 1995.<PAGE>



   IN WITNESS WHEREOF, this Amendment to the Phase 2 Gas Sales
   Agreement is executed as of the date written above.



   ATTEST:   __________________________________ (Seal)  
   BOUNDARY GAS, INC.   
   By______________________________________ 

   ATTEST:   __________________________________ (Seal)  
   THE BROOKLYN UNION GAS COMPANY  
   By______________________________________ 

   ATTEST:   __________________________________ (Seal)  
   NEW JERSEY NATURAL GAS COMPANY   
   By______________________________________ 

   ATTEST:   __________________________________ (Seal)  
   YANKEE GAS SERVICES COMPANY   
   By______________________________________ 

   ATTEST:    __________________________________ (Seal) 
   CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.  
   By______________________________________  

   ATTEST:    __________________________________ (Seal)  
   NATIONAL FUEL GAS DISTRIBUTION CORPORATION  
   By______________________________________  

   ATTEST:   __________________________________ (Seal)  
   LONG ISLAND LIGHTING COMPANY  
   By______________________________________ 

   ATTEST:    __________________________________ (Seal) 
   CONNECTICUT NATURAL GAS CORPORATION  
   By______________________________________  

   ATTEST:   __________________________________ (Seal)  
   ESSEX COUNTY GAS COMPANY   
   By______________________________________ 

   ATTEST:   __________________________________ (Seal) 
   ENERGYNORTH NATURAL GAS, INC.  
   By______________________________________ 

   ATTEST:   __________________________________ (Seal)  
   VALLEY GAS COMPANY   
   By______________________________________ 

   ATTEST:   __________________________________ (Seal)  
   BERKSHIRE GAS COMPANY   
   By______________________________________ 

   ATTEST:    __________________________________ (Seal)  
   FITCHBURG GAS AND ELECTRIC LIGHT COMPANY  
   By______________________________________  

   ATTEST:   __________________________________ (Seal)  <PAGE>



   BAY STATE GAS COMPANY   
   By______________________________________ 

   ATTEST:   __________________________________ (Seal)  
   NORTHERN UTILITIES, INC.   
   By______________________________________ 

   ATTEST:   __________________________________ (Seal)  
   BOSTON GAS COMPANY   
   By______________________________________ <PAGE>