FIRST AMENDMENT TO ISSUING AND PAYING AGENCY AGREEMENT
               -------------------------------------------------------



               This First Amendment to  Issuing and Paying Agency Agreement

          is made this August 13,  1997 by and among State Street  Bank and

          Trust  Company  ("State Street"),  a Massachusetts  trust company

          maintaining  an office  for  purposes of  this  agreement at  225

          Asylum Street,  Hartford, Connecticut 06103,  Fleet National Bank

          ("Fleet"), a national  banking association maintaining  an office

          at 777 Main  Street, Hartford, Connecticut 06115, and Connecticut

          Natural Gas  Corporation (the "Company"), a  Connecticut corpora-

          tion  having  its principal  place  of  business at  100 Columbus

          Boulevard, Hartford, Connecticut 06103.

                                      RECITALS:

               A.   Fleet,  formerly  known  as  Shawmut  Bank Connecticut,

          National  Association, and the Company are  parties to an Issuing

          and Paying  Agency  Agreement  dated as  of  June 14,  1994  (the

          "Agreement")   concerning   the   Company's  Medium-Term   Notes,

          Series B,  in an  aggregate principal  amount not  exceeding U.S.

          $75,000,000 (the "Notes").

               B.   Fleet has sold substantially all of its corporate trust

          operations to State Street, effective June 30, 1997.

               C.   In connection with such  sale, Fleet wishes to document

          its resignation as Issuing and  Paying Agent under the Agreement,

          and State Street  wishes to be  appointed by the  Company as  the

          successor Issuing and Paying Agent under the Agreement.




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               D.   The Company  wishes to accept the  resignation of Fleet

          and appoint State Street in its stead.

               E.   The     Company,    PaineWebber     Incorporated    and

          A.G. Edwards & Sons, Inc.  have this date entered into an Amended

          and Restated  Placement Agency Agreement  (the "Amended Placement

          Agency Agreement") modifying  and replacing the  Placement Agency

          Agreement concerning (the "Placement Agency Agreement") the Notes

          among  Smith  Barney Inc.,  A.G. Edwards  &  Sons,  Inc. and  the

          Company dated June 14, 1994.

               F.   State Street  and the Company wish to  amend the Agree-

          ment to reflect the  substitution of PaineWebber Incorporated for

          Smith Barney Inc. and amend the  form of the Notes annexed to the

          Agreement  as Exhibit I  to reflect  the changes  referred  to in

          these recitals.

               G.   The  parties hereto  acknowledge  and  agree that  each

          amendment of the Agreement and the Notes set forth below does not

          adversely affect the interests of any Holder of any of the Notes.

               H.   Any capitalized terms not defined herein shall have the

          meanings attributed to them in the Agreement and the Notes.

               In   consideration  of   the  mutual   promises  hereinafter

          contained, Fleet,  State Street  and the Company  hereby covenant

          and agree as follows:

               1.   Fleet hereby resigns as  Issuing and Paying Agent under

          the Agreement.

               2.   The  Company  hereby   accepts  such  resignation   and

          appoints State Street  as the successor Issuing and  Paying Agent

          under the Agreement.



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               3.   Fleet  and the  Company waive  any notice  requirements

          under  the Agreement with respect  to the matters  referred to in

          Paragraphs 1 and 2 above.

               4.   All references in the Agreement to the Placement Agency

          Agreement  shall  be  deemed  references to  the  Amended  Agency

          Agreement.

               5.     Paragraph 2 of Article V  of the Agreement is deleted

          and the following new paragraph 2  of Article V is substituted in

          its place:

                    2.    In  order  to preserve  the  exemption  from
               registration under the Securities  Act, the Notes  will
               be issued and sold  on the condition that no  resale or
               other transfer of a  Note or any interest  therein will
               be made prior  to the date that is  two (2) years after
               the later of  (a) the  Original Issue Date  or (b)  the
               last  date the Company or any of its affiliates was the
               beneficial  owner  of  such  Note unless  the  Note  is
               transferred:    (i) to  an  Agent or  the  Company;  or
               (ii) through  an  Agent  or   by  an  Agent  acting  as
               principal to  an institutional investor approved  as an
               Accredited Investor or a Qualified  Institutional Buyer
               by such  Agent; or  (iii) directly to  an institutional
               investor  approved  as  an  Accredited  Investor  or  a
               Qualified  Institutional  Buyer  by  the Company  in  a
               transaction approved  by the Company; or (iv) through a
               dealer  other  than  the  Agents  to  an  institutional
               investor  approved  as  an  Accredited  Investor  or  a
               Qualified  Institutional  Buyer  by  the  Company  in a
               transaction approved by the  Company; (v) directly to a
               Qualified Institutional  Buyer  in a  transaction  that
               meets   the   requirements  of   Rule 144A   under  the
               Securities  Act,  (vi)  pursuant to  an  exemption from
               registration in  accordance  with Rule  144  under  the
               Securities  Act, (vii)  to an  institutional accredited
               investor acquiring  the Notes pursuant  to an exemption
               form registration  provided by  Regulation S  under the
               Securities  Act  and (viii)  pursuant  to an  effective
               registration  statement  under   the  Securities   Act,
               subject  in  each  case   to  the  disposition  of  the
               purchaser's property  being  at all  times  within  its
               control.   Approval  by an  Agent or  the Company  of a
               transfer of a Note, to the extent required as described
               above,  will be granted only if the transfer is made to
               a  Qualified  Institutional   Buyer  or  an  Accredited
               Investor   and   is  in   accordance  with   the  other
               requirements  applicable to  an  initial  sale  or  the

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               requirements  of  Rule 144A under  the  Securities Act.
               Any transfer  described in  clause (iii), (iv),  (v) or
               (vii) above  including a transaction effectuated  by or
               through the Depository's book-entry system requires the
               submission  to  the Issuing  and  Paying  Agent of  the
               certificate of transfer on the Note duly completed or a
               duly completed transfer instrument substantially in the
               form  attached as  Exhibit II  to this  Agreement.   In
               connection with  any transfer  of the Notes  within two
               years after the original issuance of the Notes, if  the
               proposed  transferee  is  an Accredited  Investor,  the
               holder  must, prior  to such  transfer, furnish  to the
               Issuing  and   Paying  Agent   and  the  Company   such
               certifications, legal opinions  or other information as
               either of  them may reasonably require  to confirm that
               such transfer  is being  made pursuant to  an exemption
               from,  or   in  a  transaction  not   subject  to,  the
               registration  requirements  of   the  Securities   Act.
               Notwithstanding the preceding sentence, the Issuing and
               Paying Agent shall not effect any transfer requested in
               such certificate  of  transfer or  transfer  instrument
               unless first receiving approval from the Company or the
               Company's counsel.  The  Issuing and Paying Agent shall
               provide  a  copy of  such  certificate  of transfer  or
               transfer instrument to the Company and to each Agent as
               soon  as  practicable  following  its receipt  of  such
               certificate of  transfer or  transfer instrument.   The
               Company  or  the  Company's  counsel  shall approve  or
               disapprove (stating the reasons for any disapproval) of
               such  transfer  within  one  (1)  Business  Day   after
               receiving  such certificate  of  transfer  or  transfer
               instrument.  In the event the Issuing and  Paying Agent
               shall not receive  such approval or disapproval  within
               such  one  (1)  Business  Day,  it  shall  as  soon  as
               practicable on the next succeeding Business Day request
               such approval or disapproval from the Company.   In the
               further event that such  approval or disapproval is not
               received by the Issuing and Paying Agent within two (2)
               Business  Days  after  receiving  such  certificate  of
               transfer or transfer  instrument, then the Issuing  and
               Paying Agent shall return  the certificate of  transfer
               or transfer  instrument and  any related Note  or Notes
               for  the  reason  that  no approval  of  the  requested
               transfer was  received and refer  the person submitting
               such request to the Company.  If the requested transfer
               shall be disapproved by the Company or its counsel, the
               Issuing and Paying  Agent shall return the  certificate
               of transfer or transfer instrument and any related Note
               or Notes to the person requesting such transfer for the
               reason that the requested transfer has been disapproved
               and provide the reasons therefor.   





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               6.   The  form of  the  Notes annexed  to  the Agreement  as

          Exhibit I  is deleted and a  new Exhibit I is  substituted in its

          place in the form annexed to this First Amendment.  

               7.   The substitution of State Street Bank and Trust Company

          for  Shawmut  Bank  Connecticut,  National  Association,  as  the

          Issuing and Paying Agent under the Agreement, as modified hereby,

          shall, for  all purposes, be deemed  as effective as  of June 30,

          1997.

               8.  Except as modified hereby, the Agreement shall remain in

          full force and effect.

               IN  WITNESS WHEREOF,  the  parties hereto  have caused  this

          First  Amendment to  be  executed by  their respective  corporate

          officers, thereunto duly authorized, as of the day and year first

          above written.

                              STATE STREET BANK AND TRUST COMPANY



                              By:_______________________________


                              FLEET NATIONAL BANK



                              By:_______________________________
                              Its  Agent,  acting  pursuant to  a  Power of
                              Attorney  of  Fleet   National  Bank,   dated
                              June 30, 1997


                              CONNECTICUT NATURAL GAS CORPORATION



                              By:________________________________
                                   Its





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