<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C. 20549
                                   FORM 10-K
 
    /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
        EXCHANGE ACT OF 1934 (FEE REQUIRED)

                       For the fiscal year ended September 30, 1997
                                   OR 

/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
    EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
 
                    Commission File Number 0-449

                     FALL RIVER GAS COMPANY
------------------------------------------------------------------------------
          (Exact name of Registrant as specified in its charter)
 
    Massachusetts                                        04-1298780
--------------------------------                  ----------------------------
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization                          Identification No.)

155 North Main Street, Fall River, Massachusetts                02720
------------------------------------------------      ------------------------
(Address or principal executive offices)                      (Zip Code)
 
Registrant's telephone number, including area code       (508) 675-7811
                                                      ------------------------

Securities registered pursuant to Section 12 (b) of the Act:
 
                                                      Name of each exchange on
Title of each class                                        which registered
-------------------                                        -----------------
Common Stock par value $.83 1/3 per share              American Stock Exchange
-----------------------------------------              -----------------------

Securities registered pursuant to Section 12 (g) of the Act:
 
    Common Stock par value $.83 1/3 per share
    -----------------------------------------
                  (Title of Class)
 
    Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
 
                            Yes X      No    .
                               ----      ----

    Indicate by check mark if disclosures of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by references in Part III of this Form 10-K or any amendment to
this Form 10-K. [ ]
 
    The aggregate market value of the voting stock held by non-affiliates of the
Registrant (1,890,791) shares was $26,234,725 as of December 12, 1997 of
$13.875.
 
    Indicate the number of shares outstanding of each of the Registrant's
classes of the latest practicable date.
 

     Class                                  Outstanding at December 12, 1997
   ---------                                --------------------------------
Common Stock, $.83 1/3 par value                       2,183,794

Documents incorporated by reference:

       Definitive Proxy Statement dated December 19, 1997 (Part III)

                             FALL RIVER GAS COMPANY
                             ----------------------

                                       1

<PAGE>
                          1997 FORM 10-K ANNUAL REPORT

                               TABLE OF CONTENTS

                                     PART I
 
<TABLE>
<CAPTION>
                                                                                                              PAGE
                                                                                                            ---------
<S>         <C>                                                                                             <C>
ITEM 1.     BUSINESS......................................................................................          3
              GENERAL.....................................................................................          3
              SALES AND TRANSPORTATION....................................................................          4
              RATES AND REGULATION........................................................................          6
              GAS SUPPLY AND STORAGE......................................................................          8
              COMPETITION.................................................................................         12
              EMPLOYEES...................................................................................         14
ITEM 2.     PROPERTIES....................................................................................         14
ITEM 3.     LEGAL PROCEEDINGS/ENVIRONMENTAL MATTERS.......................................................         15
ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...........................................         16

                                                       PART II

ITEM 5.     MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS......................         19
ITEM 6.     SELECTED FINANCIAL DATA.......................................................................         20
ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.........         21
ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...................................................      28-37
ITEM 9.     DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE..........................................         37

                                                       PART III

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT............................................         37
ITEM 11.    MANAGEMENT REMUNERATION AND TRANSACTIONS......................................................         37
ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT................................         37
ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................................................         37

                                                       PART IV

ITEM 14.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS OF FORM 8-K...............................         38

                                                        PART I

</TABLE>
 
                                       2
<PAGE>

ITEM 1. BUSINESS

GENERAL
 
    The Company, organized as a Massachusetts corporation on September 25, 1880,
is an investor-owned public utility company that sells, distributes and
transports natural gas (mixed with propane and liquefied natural gas during
winter months) at retail through a pipeline distribution system in the City of
Fall River and the towns of Somerset, Swansea and Westport, all located within
the southeastern portion of the Commonwealth of Massachusetts. The principal
markets served by the Company are (1) residential customers using gas for
heating, cooking and water heating, (2) industrial customers using gas for
processing items such as textile and metal goods, (3) commercial customers using
gas for cooking and heating, and (4) federal and state housing projects using
gas for heating, cooking and water heating.
 
    The Company is engaged in only one line of business as described above, and
in activities incidental thereto. The Company has one wholly-owned subsidiary,
Fall River Gas Appliance Company, Inc., a Massachusetts corporation, which rents
water heaters and conversion burners (primarily for residential use) in the
Company's gas service area. Earnings from the Appliance Company are primarily
the result of revenues from the rental of water heaters and conversion burners.
As of September 30, 1997, the water heater program had 14,776 rentals in service
and the conversion burner program had 4,706 rentals in service. The Appliance
Company also derives revenues from the sale of central heating and
air-conditioning systems and water heaters.
 
    This Annual Report contains forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act,
particularly in the "Management's Discussion and Analysis

                                       3

<PAGE>

of Financial Condition and Results of Operations-Liquidity and Capital 
Resources" and "Business" sections. Forward-looking statements are generally 
identified with the following phrases: "believes", "expects", and 
"anticipates", or words of similar import. Actual results could differ 
materially from those expressed or implied in such forward-looking statements 
as a result of the risk factors set forth below and other information 
contained elsewhere in the Annual Report. In addition to the other 
information contained and incorporated by reference in this Annual Report, 
the following factors should be carefully considered in evaluating the 
Company and its business before purchasing the securities offered hereby.
 
SALES AND TRANSPORTATION
 
    The Company's service territory is approximately 50 square miles in the area
surrounding the City of Fall River, Massachusetts. The Company had an average of
47,271 sales customers during the twelve months ended September 30, 1997, of
which approximately 94% were residential and 6% were commercial and industrial.
For the twelve months ended September 30, 1997 approximately 70% of the
Company's gas operating revenues were derived from sales to residential
customers and 30% were derived from sales or transportation to commercial and
industrial customers. At September 30, 1997 the Company had 11 commercial and
industrial transportation customers, which, in the aggregate, accounted for 23%
of the total gas carried over the Company's pipeline system ("throughput") and
approximately 3% of gas operating revenues for the twelve months ended September
30, 1997. The Company's tariffs currently do not allow for residential
transportation service. The Company's residential customers take service only
under firm sales tariffs and use natural gas


                                       4

<PAGE>



for heating, cooking and water heating, of which heating use constitutes most 
of such consumption. Commercial customers (such as stores, restaurants and 
offices) generally use gas for cooking and heating. Under currently effective 
tariffs, commercial customers may take the Company's transportation service 
and purchase their own gas. At this time, however, most commercial customers 
take firm sales service from the Company. Industrial customers primarily use 
natural gas in manufacturing and processing applications, such as for metal 
or textile goods. Such firm industrial sales and transportation load is 
fairly level throughout the year because generally a small part of those 
customers' usage is for heating. Certain of the Company's industrial 
customers also take interruptible service-- either on a sales or 
transportation basis. These customers are subject to service discontinuance 
on short notice as system firm requirements may demand. Such customers 
generally use interruptible natural gas service for boiler or plant heating 
and are able to change to an alternate fuel when there are supply constraints 
(generally during the heating season). Also, the prices of alternative 
sources of energy impact the interruptible markets. Prices for these 
customers are based on the price of the customers' alternative fuel.
 
    The following table shows the Company's throughput during each of the
periods shown below in millions of cubic feet ("MMcf"):

                                       5

<PAGE>

                                 FOR THE FISCAL
                                   YEAR ENDED
                                 SEPTEMBER 30,
 
<TABLE>
<CAPTION>
                                                                           1997       1996       1995       1994       1993
                                                                         ---------  ---------  ---------  ---------  ---------
<S>                                                                      <C>        <C>        <C>        <C>        <C>
Residential............................................................      4,063      4,351      3,858      4,309      4,212
Commercial.............................................................      1,400      1,454      1,262      1,327      1,250
Industrial-firm........................................................        383        418        443        850      1,041
Industrial-interruptible.                                                       15         71        430        317        350
Special Contracts......................................................          0        498        441         78          0
Transportation.........................................................      1,701      1,101        818        716        514
                                                                         ---------  ---------  ---------  ---------  ---------
TOTAL..................................................................      7,562      7,893      7,252      7,597      7,367
                                                                         ---------  ---------  ---------  ---------  ---------
                                                                         ---------  ---------  ---------  ---------  ---------
</TABLE>
 
    The Company's utility sales business is seasonal. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operations--Seasonality".
 
RATES AND REGULATION
 
    The Company is subject to the regulatory authority of the Massachusetts
Department of Public Utilities ("MDPU") with respect to various matters,
including the rates it charges for services, financings, certain gas supply
contracts and planning and safety matters.
 
    The Company's principal firm sales rate classifications are residential,
commercial and industrial. The Company also provides transportation service and,
from time to time subject to specific MDPU

                                       6

<PAGE>


approval, may provide service under special contracts. As of October 1, 1997, 
the Company had no special contracts. The Company's rate structure is based 
on the cost of providing service to each class of customer. The Company's 
firm rate structure is based on generally seasonal rates, whereby base rates 
are higher in the winter (November through April) and lower in the summer 
(May through October). In addition to its base rates, the Company has a 
seasonal cost of gas adjustment rate schedule (the "CGAC"), which provides 
for the recovery from firm customers of all purchased gas costs. Through the 
CGAC, the Company also imposes charges, subject to MDPU approval, that are 
estimated semi-annually and include credits for gas pipeline refunds and 
profit margins applicable to interruptible sales. Actual gas costs are 
reconciled annually and any difference is included as an adjustment in the 
calculation of the CGAC charges for the two subsequent six-month periods. 
Charges under the CGAC rate schedule are added to the base rates and are 
designed generally to recover higher costs in the winter and refund lower gas 
costs in the summer. Pursuant to MDPU approvals, the Company has collected 
all Federal Energy Regulatory Commission ("FERC") Order 636 transition costs 
billed to it (constituting most of its total exposure to such costs) and is 
collecting the remaining FERC Order 636 transition costs from its customers 
through the CGAC on a current basis, as billed.
 
    On May 17, 1996 the Company filed revised tariffs with the MDPU to unbundle
its commercial and industrial service classes and to increase annual revenues.
By order dated October 16, 1996, the MDPU authorized the Company to increase its
rates for sales of gas effective December 1, 1996. The amount of this increase
on an annualized basis was $3,200,000. That MDPU order also approved various
changes to the Company's commercial and industrial rates to facilitate the 
ability of customers on such rates

                                       7

<PAGE>

to choose between purchasing their gas supplies from the Company on a 
"bundled" basis or purchasing from third parties and having the Company 
transport and deliver such supplies. Such rates were also designed to make 
the Company economically indifferent to a customer's choice of bundled sales 
service or transportation service.
 
    The regulation of prices, terms and conditions of interstate pipeline
transportation and sales of natural gas is subject to the jurisdiction of FERC.
Although the Company is not under the direct jurisdiction of FERC, the Company
monitors, and periodically participates in, proceedings before FERC that affect
the Company's pipeline gas transporters, the Company's operations and other
matters pertinent to the Company's business.
 
    The Company is also subject to standards prescribed by the Secretary of
Transportation under the Natural Gas Pipeline Safety Act of 1968 with respect to
the design, installation, testing, construction and maintenance of pipeline
facilities. The enforcement of these standards has been delegated to the MDPU.
 
GAS SUPPLY AND STORAGE
 
    For several decades, until 1993, the Company primarily relied upon a single
supplier, Algonquin Gas Transmission Company ("Algonquin"), for its gas supply
needs. In its merchant role, Algonquin provided all the Company's
pipeline-supplied natural gas and storage, as well as transported such pipeline
and storage supplies to the Company's system. This supply paradigm changed,
however, in 1993 following FERC's issuance of Order 636. Order 636 was intended
to encourage more competition among

                                       8

<PAGE>


natural gas suppliers and required interstate pipelines to unbundle or 
separate gas sales, transportation and storage services. With the 
implementation of Order 636, most pipeline companies (including Algonquin) 
discontinued their traditional merchant function. Order 636 allowed pipeline 
companies to recover from their customers, gas distribution companies such as 
the Company, costs associated with the service unbundling and discontinuation 
of merchant service. This resulted in each local distribution company 
becoming responsible for obtaining all of its gas supply in the open market. 
While unbundling of these services allows a local distribution company, such 
as the Company, more flexibility in selecting and managing the type of 
services required to provide its customers with the lowest possible priced 
gas while maintaining a reliable gas supply, it also places additional 
responsibility on a distribution company to obtain its natural gas supply in 
the open market on a timely basis to fulfill commitments during peak demand 
periods.
 
    With the advent of FERC Order 636, which was implemented on June 1, 1993,
the Company assumed the full responsibility for aggregating, gathering and
arranging for the transmission of all required pipeline gas supplies to its
distribution system.
 
    The pipelines serving the Company, Algonquin and its affiliate Texas Eastern
Transmission Company ("Texas Eastern"), have made the required compliance
filings of tariff sheets and have fully implemented the provisions of Order 636.
The primary related issue of the billing by Algonquin and Texas Eastern of
transition costs has been resolved. The Company has made appropriate
arrangements for supplies to replace the sales service formerly provided by
Algonquin, or "Conversion Supplies").

                                       9

<PAGE>

    The Company is required to obtain the approval of the MDPU for gas supplies
that are to be purchased over a period in excess of one year, including any
Conversion Supplies. Through its arrangements for the Conversion Supplies, the
Company has contracted for a "city gate management service", which includes the
provision of transportation, sales and storage services by a third party. The
Company expects to maintain reliability and flexibility of service through this
arrangement at a cost very competitive with any other combination of unbundled
services, but with much less administrative risk and costs than would pertain to
alternatives. Approximately 90% of the Company's Conversion Supplies are
provided under a multi-year contract with CNG Energy Services Corporation
("CNG") in quantities described below. In June 1995, the MDPU approved the
Company's contract with CNG. The Company also has short-term arrangements in 
place for supplemental supplies for the 1997-1998 winter heating season. The 
Company is currently analyzing the proper amount of such supply for future 
years.
 
    The Company has contracted with CNG for the purchase of all pipeline
commodity supplies for delivery to the Company's distribution system, as well as
storage services, management of Company-owned pipeline and storage capacity and
provision of significant amounts of back-up deliveries from a different gas
production area. CNG's firm, year-round contract deliveries to the Company
provide for an annual contract quantity of 5,219,255 Mcf delivered to the
Company's facilities ("City Gate") on a 365--day basis and for deliveries into
storage for the Company in an annual amount of 841,355 Mcf. The maximum daily
quantity ("MDQ") of City Gate deliveries are 17,461 Mcf and the storage MDQ is
11,441 Mcf with 7,124 Mcf of that total MDQ available for City Gate deliveries
from November 16 through April 15 as winter service supplies delivered via

                                       10

<PAGE>

Algonquin.
 
    The remainder of the MDQ is available each day of the year. All commodity
deliveries are priced at an index price reflective of the market price. This
type of pricing mechanism is designed to allow the Company to obtain its gas
supply at competitive prices. The CNG supply contract includes a mechanism
whereby alternative market indices may be used in conjunction with the futures
market to fix the price of all or part of the gas supplied if the market is such
that additional price security is deemed prudent. The CNG contract commenced on
June 1, 1993 and continues for 6 years.
 
    In addition to the supplemental gas supplies described below, the Company
has requirements for a supply of approximately 1,328,000 Mcf during the
1997-1998 heating season (November through March). To fulfill this portion of
its supply portfolio, the Company has obtained bids from several potential
suppliers and has entered into a supply contract with a term encompassing that
period with Distrigas of Massachusetts Corporation. ("DOMAC")
 
    The Company has a renewable one-year Firm Liquid Contract with DOMAC for
225,000 MMBTU of liquefied natural gas ("LNG"), to be delivered by truck to the
Company's storage tank for use in "peak shaving" operations which supplement
pipeline volumes in peak requirement situations.
 
    In addition to the LNG peak shaving facilities, the Company also maintains
storage and send out facilities for liquefied propane gas ("LPG") that provide
an additional 88,000 MMBTU of sendout capacity when needed. The Company's
projected peak day requirements are 63,800 Mcf for the 1997-1998 heating season
compared to the Company's peak day capacity of 64,859 Mcf.

                                       11

<PAGE>

    The Company's peak day capacity is comprised of 29,859 Mcf of pipeline
deliveries pursuant to the CNG contracts to the City Gate; 9,000 Mcf of DOMAC
gas, delivered by pipeline; vaporization of Company stored liquid propane ("LP")
into gas for injection (all by Company-owned equipment) into the Company's
distribution system in daily amounts of about 6,000 Mcf; and vaporization of
Company-stored LNG and injection into the distribution system in daily amounts
of about 20,000 Mcf.
 
COMPETITION
 
    Historically, the Company was not subject to competition from any other gas
public utility or gas marketers, but rather only from electricity, oil, coal and
other fuels for heating, water heating, cooking, air conditioning and other
purposes. The principal considerations in the competition between the Company
and other suppliers of fuel or energy include price, equipment operational
efficiencies and ease of delivery. In addition, the type of equipment already
installed in the businesses and residences significantly affects the customer's
choice of fuel or energy source.
 
    The price of natural gas currently compares favorably to electricity but is
generally higher than fuel oil, especially the grade of oil used by certain
commercial and industrial customers. As price is generally considered the most
significant factor affecting competition among the various energy sources, there
is always uncertainty in the continuing competition among such energy sources,
due to variations in price. Equipment operational efficiencies and ease of
delivery give natural gas advantages over oil and also makes natural gas 
comparable to electricity in these respects. Because of the environmental 
advantages associated with natural gas and the efficiency and security of its 
supply, the demand for natural gas is expected to continue to increase. Also, 

                                       12

<PAGE>

manufacturing, processing and other equipment requirements are such that the 
use of gas rather than another fuel is virtually a necessity for certain 
large commercial and industrial customers. Heating, water heating and other 
domestic or commercial equipment is generally designed for a particular 
energy source, and especially with respect to heating equipment, the cost of 
conversion is a disincentive for individuals and businesses to change their 
energy source. Currently, the Company estimates that its gas heating 
saturation in areas in which it has been in active service is approximately 
89%.
 
    While the Company has been subject to competition from electricity, oil,
propane, coal and other fuels, the regulatory changes brought about by Order 636
have created competition among existing and new suppliers or brokers of natural
gas. Also, regulatory changes at the state level have led to increased
competition in retail sales of natural gas. As a result, marketers are currently
selling natural gas to several large volume end-users to whom the Company has
historically made sales. Marketers can be expected to seek to provide an
increasing volume of sales services to end-users located within the Company's
service territory. At the current time, for all third-party commodity sales that
are occurring in the Company's service territory, the Company transports those
gas supplies within the Company's service territory and delivers the supplies to
the customers. The margins earned by the Company for such transportation
services are the same as margins earned on bundled supply/delivery sales to the
same end-users. Similar opportunities may exist for the Company to broker gas to
new or existing customers, whether or not located within the Company's service
territory, although the Company has not done so to date.
 
    For all of these reasons, the Company believes that competition from

                                       13

<PAGE>

other fuel sources, as well as from natural gas brokers and marketers, will 
intensify in the future.
 
EMPLOYEES
 
    The Company employed 171 full-time and 6 part-time employees as of September
30, 1997. Of those employees, 75 are represented by the Utility Workers Union of
America, AFL-CIO, Local No. 431. The Company and its union employees currently
have a contract through April 30, 1999. The Company believes that it enjoys
generally good labor relations.
 
ITEM 2. PROPERTIES
 
    The Company owns approximately 635 miles of distribution mains, the major
portion of which are constructed of coated steel, plastic or cast iron. The
Company owns and operates LP vaporizing equipment with an approximate daily
capacity of 14,000 Mcf and six LP storage tanks with a total capacity of
approximately 320,000 gallons. The Company also owns and operates an LNG storage
tank with a capacity of 45,000 barrels, equivalent to approximately 157,000 Mcf
of vaporized gas, and LNG vaporization equipment with a daily vaporization rate
of approximately 20,000 Mcf. The Company has three gate stations receiving gas
from the Algonquin pipeline. The Company also owns four office and operations
buildings in the service area.
 
    All of the principal properties of the Company are owned in fee, subject to
the lien of the mortgage securing the Company's First Mortgage Bonds (the
"Indenture of First Mortgage"), and further subject to covenants, restrictions,
easements, leases, rights-of-way and other similar minor encumbrances common to
properties of comparable size and character, and none of which, in the opinion
of the Company's management, materially interferes with the Company's use of its
properties for the

                                       14

<PAGE>


conduct of its business. The Company's gas mains are primarily located under 
public highways and streets. Where they are under private property, the 
Company has obtained easements or rights-of-way from the record holders of 
title. These easements and rights are deemed by the Company to be adequate 
for the purpose for which they are being used.

ITEM 3. LEGAL PROCEEDINGS/ENVIRONMENTAL MATTERS
 
    In January 1990 the Company received notification from the Massachusetts
Department of Environmental Protection ("DEP") that it is one of numerous
"potentially responsible parties" under Massachusetts laws in connection with
two sites in Massachusetts which were the subject of alleged releases of
hazardous materials, including lead, by a company which had purchased scrap
meters from various utilities including the Company. The Company has entered
into an agreement with a group of other potentially responsible parties (the
"Group") to respond jointly and to share costs associated with the DEP's
investigation. The Group negotiated an agreement with the DEP to conduct limited
response actions at one of the sites without admission of liability at a cost of
about $100,000 to the entire Group, pursuant to which members of the Group would
be released from any further liability at the site. Remedial actions were
commenced September 5, 1995 and are substantially complete, subject to final DEP
approval of the action taken. The investigation of the second site is in the
early stages and potential remediation costs at the second site and the
Company's degree of responsibility have not been determined. The Company does
not expect its allocated share of costs of response actions at the first site or
of any response actions which it may take or which may be required at the second
site to be significant.

                                       15

<PAGE>

    Although the Company is not involved in any material litigation at this
time, it may from time to time be involved in litigation in the ordinary course
of its business.
 
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
    Not applicable.
 
ADDITIONAL ITEM--EXECUTIVE OFFICERS OF THE REGISTRANT
 
    Executive Officers:
 
    Raymond H. Faxon*
 
    Age 90, currently Vice Chairman of the Board of Directors and assistant
Treasurer of the Registrant. His current business function is Vice Chairman of
the Board of Directors and Assistant Treasurer. He is the father of Bradford J.
Faxon. Positions held for the past five years are as follows:
 
    1/1/88--12/31/93--Chairman of the Board of Directors and
                             Assistant Treasurer
 
    1/1/94--to Present--Vice Chairman of the Board of
               Directors and Assistant Treasurer
 
    His principal occupation for the past five years has been employment with
the Registrant.
 
    Bradford J. Faxon*
 
    Age 59, currently chairman of the Board of Directors, President and a
Director of the Registrant. His current business function is Chief Executive
Officer. Positions held with the Registrant for the past five years are as
follows:
 
    12/1/78 to Present--Director
 
    8/1/86 to Present--President
 
                                       16
<PAGE>

    1/1/94 to Present--Chairman of the Board of Directors
 
    He is the son of Raymond H. Faxon. His principal occupation for the past
five years has been employment with the Registrant.
 
    Peter H. Thanas
 
    Age 53, currently Senior Vice President and Treasurer of the Registrant. His
current business function is Chief Financial and Accounting Officer of the
Registrant. Positions held for the past five years are as follows:
 
    8/ 1/86 to 9/19/94--Financial Vice President and Treasurer
 
    9/20/94 to Present--Senior Vice President and Treasurer
 
    His principal occupation for the past five years has been employment with
the Registrant.
 
    John F. Fanning
 
    Age 51, currently Vice President of Production and Gas Supply. His current
business function is Vice President of Production and Gas Supply of the
Registrant. Positions held with the Registrant for the past five years are as
follows:
 
    7/ 1/87--12/31/89--Manager of Gas Supply
 
    1/ 1/90--9/20/93--Superintendent of Production and Gas Supply
 
    9/21/93 to Present--Vice President of Production and Gas Supply
 
    His principal occupation for the past five years has been employment with
the Registrant.
 
    Wallace E. Fletcher
 
    Age 64, currently Comptroller and Assistant Treasurer. His current business
function is Comptroller and Assistant Treasurer of the Registrant. Positions
held with the Registrant for the past five years are as follows:
 
    5/27/92 to Present--Comptroller and Assistant Treasurer
 
                                       17
<PAGE>
    His principal occupation for the past five years has been employment with
the Registrant.
 
    All officers are either elected or appointed at the Directors' Meeting
following the annual Stockholders' meeting. Their terms of office are to be for
one year or until their successors have been duly elected or appointed.
 
*Members of the Executive Committee.
 
                                       18
<PAGE>

                                    PART II
 
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCK-
 
                      Holders Matters
-----------------------------------------------------------

     (a) Common Stock Quotations
                   (OTC market)

<TABLE>
<CAPTION>

3 Months
Ended                                             9/30/97    6/30/97     3/31/97   12/31/96    9/30/96    6/30/96    3/31/96
(See Note)
<S>                                              <C>        <C>        <C>        <C>        <C>        <C>        <C>
High...........................................     13-1/2         16     16-1/2     18-1/4     18-1/4         21     21-3/4
Low............................................     12-3/4         13         16         16         18         18     20-3/4

</TABLE>

<TABLE>
<CAPTION>

                                                   12/31/95
<S>                                                <C>
High...........................................         24
Low............................................     21-1/4
</TABLE>
 
NATIONAL QUOTATION BUREAU
 
    Because of the infrequency of trading of the Registrant's Common Stock, such
quotations may reflect inter-dealer prices, not actual transactions.
 
    (b) Number of Stockholders at September 30, 1997 is 797.
 
    (c) Dividends:
 
<TABLE>
<CAPTION>
                      1997                                         1996
                ---------------------------             ----------------------------
                <S>                                     <C>
                 November 15, 1996 -- $.24               November 15, 1995--$.24
                 February 15, 1997 --  .24               February 15, 1996-- .24
                 May 15, 1997      --  .24               May 15, 1996     -- .24
                 August 15, 1997   --  .24               August 15, 1996  -- .24
</TABLE>
 
    As of September 30, 1997 the Registrant had retained earnings totalling
$10,693,309 of which $7,149,260 was restricted against payment of cash dividends
under the terms of the Registrant's Indenture of Trust.
 
ITEM 6. SELECTED FINANCIAL DATA
 
    The following table summarizes certain consolidated financial data and is
qualified in its entirety by the more detailed Consolidated Financial Statements
included herein.
 
                                       19
<PAGE>

SELECTED FINANCIAL DATA
 
    Fall River Gas Company and Subsidiary
 
    The following table summarizes certain consolidated financial data and is
qualified in its entirety by the more detailed Consolidated Financial Statements
included herein.
 
<TABLE>
<CAPTION>
                                                   TWELVE MONTHS ENDED SEPTEMBER 30,
                                       ----------------------------------------------------------
<S>                                    <C>            <C>            <C>            <C>            <C>
                                           1997           1996           1995           1994           1993
                                       -------------  -------------  -------------  -------------  -------------
Net Operating Revenues...............  $  45,261,249  $  48,965,547  $  44,418,114  $  48,330,933  $  44,818,763
Operating Expenses
  Other than Income Taxes............     41,972,407     46,281,412     41,641,929     44,564,940     40,932,252
Interest Expense.....................      2,086,305      1,707,792      1,460,927      1,101,280      1,242,756
Net Income...........................      1,624,643      1,425,708      1,616,206      2,491,100      2,352,360
Earnings per
  Common Share.......................  $        0.91  $        0.80  $        0.91  $        1.40  $        1.32
Cash Dividend per
  Common Share.......................  $        0.96  $        0.96  $        0.96  $        0.98  $        0.92
Total Assets.........................  $  54,935,427  $  53,191,153  $  50,956,507  $  49,625,842  $  46,501,414
Long-Term Debt
  (excluding current
  maturities)........................  $  13,500,000  $  13,500,000  $   6,500,000  $   7,380,000  $   7,560,000

Common Stock Quotations (National Quotation Bureau)
  (OTC Market)

</TABLE>
 

<TABLE>
<CAPTION>

Three Months
Ended
                                                 09/30/97    06/30/97  03/31/97   12/31/96  09/30/96    06/30/96    03/31/96

<S>                                              <C>        <C>        <C>        <C>        <C>        <C>        <C>
High...........................................     13-1/2         16     16-1/2     18-1/4     18-1/4         21     21-3/4
Low............................................     12-3/4         13         16         16         18         18     20-3/4
</TABLE>

<TABLE>
<CAPTION>

                                                     12/31/95

<S>                                                  <C>

High...........................................         24
Low............................................     21-1/4
</TABLE>
 
                                       20
<PAGE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS
 
OVERVIEW
 
    Operating results are derived from two major classifications -utility and
non-utility. Utility revenues are generated from the operations of the regulated
natural gas distribution company and include the sale and distribution, as well
as the transportation, of natural gas to firm and interruptible customers. Non-
utility revenues are almost entirely from the rental of water heaters and
conversion burners.
 
    The sale and distribution, as well as the transportation, of natural gas to
customers on a year-round basis for heating, water heating, cooking and
processing are the sources of firm utility revenues, as described below. Firm
customers can be residential, commercial or industrial. The revenues from firm
sales customers are determined by regulated tariff schedules and through
Massachusetts Department of Public Utilities ("MDPU") approved commodity charge
factors. These factors include the Cost of Gas Adjustment clause ("CGAC"), which
requires the Company to collect from or return to customers changes in gas cost
from those included in the regulated tariffs, on a semi-annual basis. The CGAC
also provides for collection of: (i) carrying costs on gas purchases; (ii)
pipeline transition costs; (iii) costs; incentives and lost base revenues
associated with demand side management, (DSM) programs; and (iv) certain costs
of compliance with environmental regulations. In accordance with the Company's
approved CGAC, increases or decreases in the cost of gas sold continue to be
passed directly to firm customers, dollar for dollar.
 
    On October 16, 1996 the MDPU authorized a $3,200,000 increase in the
Company's annual rates. At the same time, the MDPU approved the "unbundling" of
the Company's commercial and industrial tariffs. As a result, customers can
choose to buy gas from the Company or purchase their own gas supply from a third
party and have that supply transported up to and into the Company's distribution
system. These new rates are effective for gas sold on or after December 1, 1996.
 
    Sales to other utilities ("off-system sales") and to dual-fuel customers
("interruptible sales") are made when excess gas supplies are available and
prices are competitive. Interruptible sales are generally made in non-winter
months and can be interrupted by the Company at any time.
 
    Transportation, the delivery of gas purchased by customers from marketers
and other third parties through the Company's distribution system, has recently
become a growing portion of the Company's business. With the restructuring of
the natural gas pipeline industry and the development of the state-level policy
of

                                       21

<PAGE>

unbundling of delivery and commodity sales functions, the Company's largest
customers have moved first from firm tariffed sales service to firm sales
service under special contracts and more recently to transportation service. The
movement to the Company's transportation service occurred primarily after
implementation of new rates on December 1, 1996. Under these rates, the Company
earns the same margins on transportation service as it does on bundled commodity
sales and delivery. Accordingly, the Company is generally indifferent as to
whether customers take bundled sales and delivery or unbundled transportation
service only. To date, only the Company's largest customers have moved to
transportation service, although it is likely that additional customers will as
well. Such movement to transportation results in reduced gas operating revenues,
because no commodity is bought from the Company for such customers.
Correspondingly, cost of gas sold is reduced. Consequently, there is no impact
on earnings because the Company earns no margin on the sale of natural gas
itself.
 
    The Appliance Company generates non-utility revenues primarily from the
rental of hot water heaters and conversion burners. The Appliance Company also
sells such equipment and other gas-burning appliances such as central heating
and air conditioning systems and water heaters. Such rentals and sales are made
to the Company's gas customers and thereby assist the utility sales efforts. For
income statement purposes, the net earnings of the Appliance Company are shown
under "Other Income." A breakdown of the revenue and expenses of the Appliance
Company is found in the Notes to Consolidated Financial Statements.
 
SEASONALITY
 
    The nature of the Company's business is highly seasonal and
temperature-sensitive. As a result, the Company's operating results in any given
period reflect, in addition to other matters, the impact of the weather, with
colder temperatures resulting in increased sales and transportation by the
Company. The substantial impact of this sensitivity to seasonal conditions is
reflected in the Company's results of operations and the Company anticipates
that it will continue to be so reflected in future periods.
 
    Short-term borrowing requirements vary according to the seasonal nature of
sales and expense activities of the Company. Accordingly, there is a greater
need for short-term borrowings during periods when internally generated funds
are not sufficient to cover all capital and operating requirements, particularly
in the fall and winter. Short-term borrowings utilized for construction
expenditures generally are replaced by permanent financing when it becomes
economical and practical to do so and where appropriate to maintain an
acceptable relationship between borrowed and equity resources.
 
                                       22
<PAGE>

RESULTS OF OPERATION

    FISCAL 1997 VERSUS FISCAL 1996

    Gas operating revenues fell $3,705,000, or 7.6% from $48,966,000 recorded in
1996 to $45,261,000 mainly due to a decrease in firm sales volume. Firm sales
volume for the period was 5,845,000 Mcf as compared to the 6,222,000 reported in
1996, a 6.0% decrease. Somewhat offsetting such decrease was an increase in
total sales volumes attributable to interruptible and transportation customers.
Such volumes were 1,716,000 in 1997 and 1,671,000 in 1996. Temperature change
was not a factor affecting operating revenues and firm sales volume. Such
decreases resulted from the migration of several large customers from sales
service to transportation service. Degree days in the fiscal comparison were
almost identical, 6,231 in the 1997 period and 6,227 in 1996.
 
    The most significant operation expense--cost of gas sold -decreased by
$5,818,000 for the fiscal year comparisons primarily due to a decrease in
deferred gas costs of $4,187,000 and a $1,630,000 reduction in gas cost due to
an 874,000 Mcf decrease in firm sales volumes (including special contract
volumes). The underbilling in the deferred gas cost will be billed through the
CGAC in future billings.
 
    Depreciation expense increased by $326,000, or 20.3%, due to increased
depreciation accrual rates authorized by the MDPU in an order dated October 16,
1996. Other operation expenses including health benefits, payroll, materials and
supplies, and regulatory expense increased by $1,068,000, or 10.4%.
 
    Other income increased to $850,000 from $791,000 in the fiscal year, a
result of increased net earnings of the Appliance Company attributable to
increased merchandise sales and appliance revenues.
 
    Interest expense increased by $379,000, 22.2%, due to increased interest
cost on Long-term Debt related to the issuance of $7,000,000 of 30 year First
Mortgage Bonds with a 7.99% coupon rate, offset by lower interest cost on
reduced short-term borrowings. The proceeds from the issue were used to reduce
the Company's short-term debt.
 
    Net income increased to $1,625,000 during the 1997 fiscal year compared to
$1,426,000 for 1996. Earnings per share for the 1997 fiscal year were $.91
compared to $.80 in the prior year.
 
                FISCAL 1996 VERSUS FISCAL 1995
 
    Gas operating revenues in fiscal 1996 totaled $48,966,000, an increase of
10.2% over fiscal 1995. Revenues from sales to firm customers increased 12.8%
over the prior fiscal year, primarily as

                                       23

<PAGE>

a result of higher gas sales due in large part to weather which was 9.8% 
colder than the prior year. Included in the increased revenues was an 
increase of $3,675,000 in gas costs recovered by the Company's CGAC. Gas 
sales volumes to firm customers totaled 6,222,000 Mcf, an increase of 11.8% 
over fiscal 1995.
 
    Cost of gas sold includes costs for gas operations including supplemental
fuels, such as propane, liquefied natural gas ("LNG"), and storage, which are
used to augment the Company's primary supply of natural gas during periods of
peak usage. The average cost of gas per Mcf in fiscal 1996 and fiscal 1995 was
$4.10 and $3.88 respectively. The increase in gas costs was primarily due to
colder temperatures, as higher priced supplemental sources were required to
serve our customers' needs.
 
    Other operations expense increased 14.1% over fiscal 1995, primarily due to
wage increases, escalating health care costs, and inflation.
 
    Local property taxes increased to $807,000 in fiscal 1996, an increase of
31.3% over fiscal 1995. Increased construction and increases in local tax rates
over the years has resulted in increased property taxes. The Company's effective
local tax rate increased from $19.83 per $1,000 assessed value in 1995 to $22.08
per $1,000 assessed value in 1996. Federal income taxes decreased due to lower
taxable income.
 

    Other income totaled $791,000 in fiscal 1996, compared to $773,000 in fiscal
1995. This increase is primarily attributable to the increased earnings of the
Appliance Company, to $779,000 in fiscal 1996 from $753,000 in fiscal 1995,
primarily a result of increased rental revenue.
 
    Interest expense in fiscal 1996 was $1,708,000, an increase of 16.9% over
fiscal 1995. Increased short-term borrowing for additions to property, plant and
equipment was primarily responsible for this increase. The Company's average
daily balance of short-term borrowings increased to $17,900,000 from
$14,586,000, while the weighted average interest decreased to 6.1% from 6.4%. In
addition, on September 20,1996 the Company issued $7,000,000 of thirty year
First Mortgage Bonds with a 7.99% coupon rate.
 
    Net income in fiscal 1996 was $1,426,000 compared to $1,616,000 in fiscal
1995. Earnings per share for fiscal 1996 were $.80 compared to $.91 in fiscal
1995.
 
LIQUIDITY AND CAPITAL RESOURCES
 
    The Company's major capital requirements result from upgrading the
efficiency of existing plant and expanding plant to serve additional customers.
Such capital expenditures are primarily for

                                       24

<PAGE>

expansion and improvements of the Company's distribution system. For the 
fiscal year 1997, capital expenditures totaled approximately $2,468,000, 
compared to $3,780,000 in fiscal 1996 and $4,294,000 in fiscal 1995.
 
    Capital expenditures and accounts receivable balances were financed by
internally generated funds and supplemented by short-term borrowings. During
fiscal 1997 gas cost billings were lower than the Company's cost of gas, thereby
having a negative impact on cash flow of approximately $1,580,000. Lower gas
cost billings also increased the Company's deferred gas balance to $1,781,000 in
fiscal 1997 from $201,000.
 
    The Company's net cash generated from operating activities in fiscal 1997
was $3,289,000 compared to $1,215,000 and $5,507,000 in fiscal years 1996 and
1995, respectively. The Company had capital expenditures for utility and
non-utility operations in the amounts of $2,894,000, $4,247,000, and $4,883,000,
in fiscal years 1997, 1996 and 1995, respectively.
 
    As is customary in the utility industry, cash for construction requirements
in excess of internally generated funds are provided through short-term
borrowing that is from time to time repaid with the proceeds from equity and
long-term financing as deemed appropriate by management.
 
    On October 31, 1997 the Company issued 340,000 shares of common stock and
began trading on the American Stock Exchange (AMEX) under the symbol "FAL". On
November 26, 1997 the underwriter of this equity issue, First Albany
Corporation, exercised its over-allotment option to sell an additional 50,000
shares of common stock. The net proceeds of this offering of approximately
$4,700,000 were used to reduce short-term borrowings.
 
    The Company has also received permission from the MDPU to issue long-term
debt in the first quarter of fiscal 1998. The Company has negotiated a 7.24%
coupon rate on a $6,000,000 30 year First Mortgage Bond through a private
placement. The net proceeds from this offering will also be used to reduce
short-term borrowing.
 
    The Company currently has four short-term credit lines with an aggregate
limit of $25,000,000. At September 30,1997 the Company had $15,400,000 of
short-term borrowings outstanding under its lines of credit. After application
of funds from the issuance of common stock and the proposed issuance of
$6,000,000 of First Mortgage Bonds, the Company's remaining short-term
indebtedness will approximate $4,700,000. Management believes that internally
generated funds, along with available credit lines, will be adequate to meet its
capital requirements over the next fiscal year.
 
    Cash flow patterns reflect the seasonality of the Company's

                                       25

<PAGE>

business. Sales of natural gas are seasonal, generating approximately seventy 
percent of the Company's annual revenues between November 1 and March 31. The 
greatest demand for cash is in the late fall and winter as construction 
projects are brought to completion and accounts receivable balances rise.
 
    The Company anticipates utility construction expenditures over the next
fiscal year to be approximately $2,500,000 and non-utility capital expenditures
to be approximately $400,000 over the same period. It is anticipated that such
expenditures will be financed from internally generated sources supplemented, as
required, by short-term borrowing.
 
    The Financial Accounting Standards Board issued a new accounting standard.
Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per
Share," establishes standards for computing and presenting earnings per share,
effective fiscal 1998. It is not expected that the adoption of SFAS No. 128,
will have a material impact on the Company's financial reporting.
 
    Many computer systems are currently based on storing two digits to identify
the year of a transaction (for example, "97" for "1997"), rather than a full
four digits, and are not programmed to consider the start of a new century.
Significant processing inaccuracies and even inoperability could result in the
year 2000 and thereafter. The Company's principal computer systems are currently
capable of processing the year 2000, or are in the process of being upgraded or
replaced by systems that are similarly capable. The Company does not expect that
the costs of addressing the "Year 2000" issue will have a material impact on the
Company's financial position or results of operations.
 
                                       26
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To the Stockholders and Board of Directors of Fall River Gas Company:
 
     We have audited the accompanying consolidated balance sheets of FALL 
RIVER GAS COMPANY (a Massachusetts corporation) and subsidiary as of 
September 30, 1997 and 1996 and the related consolidated statements of 
income, retained earnings and cash flows for each of the three years in the 
period ended September 30, 1997. These financial statements and the schedule 
referred to below are the responsibility of the Company's management. Our 
responsibility is to express an opinion on these financial statements and 
schedule based on our audits.
 
     We conducted our audits in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free 
of material misstatement. An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial statements. 
An audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating the overall 
financial statement presentation. We believe that our audits provide a 
reasonable basis for our opinion.
 
     In our opinion, the financial statements referred to above present 
fairly, in all material respects, the financial position of Fall River Gas 
Company and subsidiary as of September 30, 1997 and 1996, and the results of 
their operations and their cash flows for each of the three years in the 
period ended September 30, 1997, in conformity with generally accepted 
accounting principles.
 
     Our audit was made for the purpose of forming an opinion on the basic 
consolidated financial statements taken as a whole. The financial statement 
schedule under part IV, Item 14, presented for purposes of additional 
analysis and is not a required part of the basic consolidated financial 
statements. This information has been subject to the auditing procedures 
applied in our audit of the basic consolidated financial statements and, in 
our opinion, is fairly stated, in all material respects, in relation to the 
basic consolidated financial statements taken as a whole.



                                                     /S/ARTHUR ANDERSEN LLP
 
Boston, Massachusetts
November 21, 1997
 
                                       27
<PAGE>

CONSOLIDATED STATEMENTS OF INCOME
FALL RIVER GAS COMPANY AND SUBSIDIARY
FOR THE YEARS ENDED SEPTEMBER 30, 1997, 1996 AND 1995
 
<TABLE>
<CAPTION>
                                                                          1997           1996           1995
                                                                      -------------  -------------  -------------
<S>                                                                   <C>            <C>            <C>
GAS OPERATING REVENUES..............................................  $  45,261,249  $  48,965,547  $  44,418,114
OPERATING EXPENSES:
  Operations -
    Cost of gas sold................................................     25,314,769     31,132,828     28,097,557
    Other...........................................................     11,337,000     10,268,772      8,998,223
  Maintenance.......................................................      1,977,172      1,987,782      1,994,445
  Depreciation......................................................      1,934,959      1,608,641      1,498,948
  Taxes -
    Local property and other........................................      1,408,507      1,283,389      1,052,756
    Federal and state income (Note 3)...............................        427,768        341,432        471,421
                                                                      -------------  -------------  -------------
                                                                         42,400,175     46,622,844     42,113,350
                                                                      -------------  -------------  -------------
OPERATING INCOME....................................................      2,861,074      2,342,703      2,304,764
OTHER INCOME (EXPENSE):
  Earnings of Fall River Gas Appliance Company Inc.(Note 2).........        824,724        778,813        752,913
  Interest income...................................................         13,775         14,489         15,059
  Other.............................................................         11,375         (2,505)         4,397
                                                                      -------------  -------------  -------------
INCOME BEFORE INTEREST EXPENSE......................................      3,710,948      3,133,500      3,077,133
                                                                      -------------  -------------  -------------
INTEREST EXPENSE:
  Long-term debt....................................................      1,172,900        683,387        697,600
  Other.............................................................        913,405      1,024,405        763,327
                                                                      -------------  -------------  -------------
                                                                          2,086,305      1,707,792      1,460,927
                                                                      -------------  -------------  -------------
NET INCOME..........................................................  $   1,624,643  $   1,425,708  $   1,616,206
                                                                      -------------  -------------  -------------
                                                                      -------------  -------------  -------------
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING.........................      1,784,993      1,780,542      1,780,542
                                                                      -------------  -------------  -------------
                                                                      -------------  -------------  -------------
EARNINGS PER AVERAGE COMMON SHARE...................................  $        0.91  $        0.80  $        0.91
                                                                      -------------  -------------  -------------
                                                                      -------------  -------------  -------------
</TABLE>
 
CONSOLIDATED STATEMENTS OF RETAINED EARNINGS
  FOR THE YEARS ENDED SEPTEMBER 30, 1997, 1996, AND 1995
 
<TABLE>
<CAPTION>
                                                                          1997           1996           1995
                                                                      -------------  -------------  -------------
<S>                                                                   <C>            <C>            <C>
BALANCE AT BEGINNING OF YEAR........................................  $  10,865,648  $  11,149,260  $  11,242,375
Net Income..........................................................      1,624,643      1,425,708      1,616,206
                                                                      -------------  -------------  -------------
    Total...........................................................     12,490,291     12,574,968     12,858,581
Dividends declared..................................................      1,796,982      1,709,320      1,709,321
                                                                      -------------  -------------  -------------
BALANCE AT END OF YEAR..............................................  $  10,693,309  $  10,865,648  $  11,149,260
                                                                      -------------  -------------  -------------
                                                                      -------------  -------------  -------------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                       28
<PAGE>
CONSOLIDATED BALANCE SHEETS
FALL RIVER GAS COMPANY AND SUBSIDIARY
SEPTEMBER 30, 1997 AND 1996
 
<TABLE>
<CAPTION>
ASSETS                                                                                   1997           1996
-----------------------------------------------------------------------------------  -------------  -------------
<S>                                                                                  <C>            <C>
PROPERTY, PLANT AND EQUIPMENT, at original cost:
  Gas..............................................................................  $  58,413,337  $  56,156,164
  Nonutility, principally rented gas appliances....................................      5,003,512      4,911,102
                                                                                     -------------  -------------
                                                                                        63,416,849     61,067,266
  Less-Accumulated depreciation....................................................     21,152,109     19,651,954
                                                                                     -------------  -------------
                                                                                        42,264,740     41,415,312
                                                                                     -------------  -------------
CURRENT ASSETS:
  Cash.............................................................................        329,400        393,935
  Accounts receivable, less allowance for doubtful accounts of $907,000 in 1997 and
    $670,000 in 1996...............................................................      1,972,301      2,676,322
  Inventories, at average cost -
    Liquefied natural gas, propane, and natural gas in storage.....................      3,108,887      3,242,688
  Materials and supplies...........................................................      1,341,567      1,387,077
  Deferred gas costs...............................................................      1,780,798        201,265
  Prepayments......................................................................        990,515        555,983
  Prepayments and other............................................................        630,581        630,938
                                                                                     -------------  -------------
                                                                                        10,154,049      9,088,208
                                                                                     -------------  -------------
DEFERRED CHARGES:
  Regulatory asset (Note 6)........................................................        758,832        650,383
  Other............................................................................      1,757,806      2,037,250
                                                                                     -------------  -------------
                                                                                         2,516,638      2,687,633
                                                                                     -------------  -------------
                                                                                     $  54,935,427  $  53,191,153
                                                                                     -------------  -------------
                                                                                     -------------  -------------
</TABLE>
 
   The accompanying notes are an integral part of these financial statement.
 
                                       29
<PAGE>
CONSOLIDATED BALANCE SHEETS(CONT.)
FALL RIVER GAS COMPANY AND SUBSIDIARY
SEPTEMBER, 30, 1997 AND 1996
 
<TABLE>
<S>                                                                  <C>         <C>
CAPITALIZATION:
  Stockholders' investment-
    Common stock, par value $.83-1/3 per share, 2,201,334 shares
      authorized and issued........................................  $1,834,445  $1,834,445
    Premium paid-in on common stock................................   1,474,850   1,356,043
    Retained earnings (Note 4).....................................  10,693,309  10,865,648
                                                                     ----------  ----------
                                                                     14,002,604  14,056,136
  Less--410,511 shares in 1997 and 420,792 in 1996 of common stock
    held in treasury, at cost......................................   1,384,079   1,418,743
                                                                     ----------  ----------
                                                                     12,618,525  12,637,393
Long-term debt (Note 4)............................................  13,500,000  13,500,000
                                                                     ----------  ----------
    Total capitalization...........................................  26,118,525  26,137,393
                                                                     ----------  ----------
CURRENT LIABILITIES:
  Notes payable to banks (Note 4)..................................  15,400,000  14,300,000
  Dividends payable................................................     511,655     427,330
  Accounts payable.................................................   3,545,644   3,554,624
  Other............................................................   1,932,403   1,732,241
                                                                     ----------  ----------
                                                                     21,389,702  20,014,195
                                                                     ----------  ----------
COMMITMENTS AND CONTINGENCIES (Note 7) DEFERRED CREDITS:
  Accumulated deferred income taxes (Note 3).......................   4,273,840   4,123,986
  Unamortized investment tax credits (Note 3)......................     529,737     567,695
  Other............................................................   2,129,057   1,925,224
  Regulatory liability (Note 3)....................................     494,566     422,660
                                                                     ----------  ----------
                                                                      7,427,200   7,039,565
                                                                     ----------  ----------
                                                                     $54,935,427 $53,191,153
                                                                     ----------  ----------
                                                                     ----------  ----------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                       30
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
FALL RIVER GAS COMPANY AND SUBSIDIARY
FOR THE YEARS ENDED SEPTEMBER 30, 1997, 1996 AND 1995
 
<TABLE>
<CAPTION>
                                                                           1997           1996           1995
                                                                       -------------  -------------  -------------
<S>                                                                    <C>            <C>            <C>
Cash Provided by (Used for)
  Operating Activities:
    Net Income.......................................................  $   1,624,643  $   1,425,708  $   1,616,206
    Items not requiring (providing) cash: Depreciation...............      2,121,759      1,807,808      1,695,854
      Deferred income taxes..........................................        149,854        218,869        274,184
      Investment tax credits, net....................................        (37,958)       (37,958)       (38,049)
      Change in working capital......................................       (939,194)    (1,573,387)     2,180,393
      Other sources, net.............................................        370,037       (626,514)      (221,380)
                                                                       -------------  -------------  -------------
        Net cash provided by operating activities....................      3,289,141      1,214,526      5,507,208
                                                                       -------------  -------------  -------------
  Investing Activities:
    Additions to utility property, plant and equipment...............     (2,467,988)    (3,779,718)    (4,294,225)
    Additions to nonutility property.................................       (426,502)      (466,862)      (589,172)
                                                                       -------------  -------------  -------------
      Net cash used for investing activities.........................     (2,894,490)    (4,246,580)    (4,883,397)
                                                                       -------------  -------------  -------------
  Financing Activities:
    Cash dividends paid on common stock..............................     (1,712,657)    (1,709,320)    (1,709,320)
    Retirement of long-term debt through sinking fund................              0       (880,000)      (160,000)
    Common stock transactions........................................        153,471              0              0
    Proceeds from long-term debt issue...............................              0      7,000,000              0
    Increase(decrease) in notes payable to banks, net................      1,100,000     (1,300,000)     1,200,000
                                                                       -------------  -------------  -------------
      Net cash provided by (used for) financing activities...........       (459,186)     3,110,680       (669,320)
Increase (decrease) in cash..........................................        (64,535)        78,626        (45,509)
Cash, beginning of year..............................................        393,935        315,309        360,818
                                                                       -------------  -------------  -------------
Cash, end of year....................................................  $     329,400  $     393,935  $     315,309
                                                                       -------------  -------------  -------------
                                                                       -------------  -------------  -------------

Changes in Components of Working Capital(excluding cash): (Increase)
  decrease in current assets:
      Accounts receivable............................................  $     704,021  $    (517,152) $     492,836
      Inventories....................................................        179,311       (488,868)       (37,438)
      Prepayments and other..........................................       (434,175)      (676,920)       (72,874)
      Deferred gas cost..............................................     (1,579,533)     2,607,617      1,787,937
    Increase (decrease) in current liabilities: Accounts payable.....         (8,980)       (30,676)       311,467
      Gas supplier refunds due customers.............................              0     (1,367,969)       237,366
      Accrued taxes..................................................              0       (838,617)      (660,616)
      Other..........................................................        200,162       (260,802)       121,715
                                                                       -------------  -------------  -------------
        Change in working capital....................................  $    (939,194) $  (1,573,387) $   2,180,393
                                                                       -------------  -------------  -------------
                                                                       -------------  -------------  -------------
Supplemental Disclosure of Cash Flow Information:
  Cash paid for:
    Interest.........................................................  $   2,015,215  $   1,743,878  $   1,695,329
    Income taxes.....................................................      1,131,624      2,111,259        813,052
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                       31
<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
                     FALL RIVER GAS COMPANY AND SUBSIDIARY
 
                               SEPTEMBER 30, 1997
 
1) ACCOUNTING POLICIES
 
PRINCIPLES OF CONSOLIDATION
 
    The Consolidated financial statements include the accounts of Fall River Gas
Company (the Company), and subsidiary, Fall River Gas Appliance Company, Inc.,
(the Appliance Company). The Company's principal business is the operation of a
regulated gas distribution company in southeastern Massachusetts, while its
wholly-owned subsidiary rents gas appliances. All significant intercompany
accounts and transactions have been eliminated in consolidation.
 
REGULATION
 
    The Company's rates, operations, accounting and certain other practices are
subject to the regulatory authority of the Massachusetts Department of Public
Utilities (MDPU). The Company's accounting policies conform to generally
accepted accounting principles applicable to rate regulated enterprises and the
reported amounts of revenues and expenses during the reported period.
 
USE OF ESTIMATES
 
    The preparation of financial statements in conformity with generally
accepted accounting, principles requires the Company to make estimates and
assumptions that affect the reporting and disclosure of assets and liabilities,
including those that are of a contingent nature, at the date of the financial
statements and the reported amounts of revenues and expenses during the reported
period. Actual results could differ from those estimates.
 
DEPRECIATION & AMORTIZATION
 
    Depreciation of property, plant and equipment is provided using the
straight-line method at rates designed to amortize the cost of these assets over
their estimated useful lives. The composite depreciation rate for gas plant is
3.5%. Rented gas appliances have estimated useful lives of 10 to 20 years.
Installation costs of rented appliances are amortized over the estimated life of
the lease period.
 
GAS OPERATING REVENUES AND COST OF GAS SOLD
 
    Gas operating revenues are recorded based on meter readings made on a cycle
basis throughout the month. Accordingly, in any period, the actual volume of gas
supplied to customers may be more or less than the usage for which the customers
have been billed.
 
    The Company's approved rate tariffs include a cost of gas adjustment (CGAC)
factor allowing dollar-for-dollar recovery of the cost of gas sendout to firm
customers. Actual costs incurred at the end of any period may differ from
amounts recovered through application of the CGAC. Any excess or deficiency in
amounts billed as compared to costs is deferred and either refunded to, or
recovered from, the customers over a subsequent period.
 
    Regulatory assets relate to unrecovered SFAS 106 expenses, unrecovered
Conservation and Load Management expenses and other unrecovered regulatory
costs. These regulatory assets do not earn a return on investment.
 
                                       32
<PAGE>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                     FALL RIVER GAS COMPANY AND SUBSIDIARY
 
                               SEPTEMBER 30, 1997
 
2) FALL RIVER GAS APPLIANCE COMPANY, INC.
 
    The earnings of the Fall River Gas Appliance Company, Inc. are shown as
Other Income in the accompanying Consolidated Statements of Income. Condensed
operating information of the Appliance Company for the years ended September 30,
1997, 1996, and 1995 is as follows:
 
<TABLE>
<CAPTION>
                                                                              1997          1996          1995
                                                                          ------------  ------------  ------------
<S>                                                                       <C>           <C>           <C>
Operating revenues......................................................  $  3,176,526  $  2,941,885  $  2,680,609
Costs and expenses......................................................     1,786,944     1,629,693     1,412,244
                                                                          ------------  ------------  ------------
  Income before income taxes............................................     1,389,582     1,312,192     1,268,365
Income tax expense......................................................       564,858       533,379       515,452
                                                                          ------------  ------------  ------------
Net income..............................................................  $    824,724  $    778,813  $    752,913
                                                                          ------------  ------------  ------------
                                                                          ------------  ------------  ------------
</TABLE>
 
3) INCOME TAXES
 
    The Company and its subsidiary file a consolidated Federal income tax
return. Each company provides Federal income taxes on a separate company basis.
The following is a summary of the provision for Federal and State income taxes:
 
<TABLE>
<CAPTION>
                                                            1997                    1996                    1995
                                                   ----------------------  ----------------------  ----------------------
<S>                                                <C>         <C>         <C>         <C>         <C>         <C>
                                                    FEDERAL      STATE      FEDERAL      STATE      FEDERAL      STATE
                                                   ----------  ----------  ----------  ----------  ----------  ----------
Current..........................................  $  693,858  $  194,129  $  535,480  $  159,195  $  583,815  $  167,951
Deferred.........................................     123,690      26,164     181,356      37,513     227,763      46,421
Investment tax credits...........................     (37,958)     --         (37,958)     --         (38,049)     --
                                                   ----------  ----------  ----------  ----------  ----------  ----------
    Total provision..............................  $  779,590  $  220,293  $  678,878  $  196,708  $  773,529  $  214,372
                                                   ----------  ----------  ----------  ----------  ----------  ----------
                                                   ----------  ----------  ----------  ----------  ----------  ----------
Provision for income taxes included in:
  Operating expenses.............................  $  348,708  $   79,060  $  277,028  $   64,404  $  384,950  $   86,471
  Other income-
    Fall River Gas
    Appliance Company............................     424,858     140,001     401,207     132,172     387,725     127,727
  Other..........................................       6,024       1,232         643         132         854         174
                                                   ----------  ----------  ----------  ----------  ----------  ----------
  Total provision................................  $  779,590  $  220,293  $  678,878  $  196,708  $  773,529  $  214,372
                                                   ----------  ----------  ----------  ----------  ----------  ----------
                                                   ----------  ----------  ----------  ----------  ----------  ----------
</TABLE>
 
    On October 1, 1993, the Company adopted Statement of Financial Accounting
Standards ("SFAS") 109, "Accounting for Income Taxes". SFAS 109 requires
adjustments of deferred tax assets and liabilities to reflect the future tax
consequences, at currently enacted tax laws and rates, of items already
reflected in the financial statements. The implementation of SFAS 109 resulted
in the recognition of a regulatory liability of approximately $412,000 for the
tax benefit of unamortized investment tax credits, which SFAS 109 requires to be
treated as a temporary difference. This benefit is being passed on to customers
over the lives of the property giving rise to the investment tax credit.
 
    The tax effect of the cumulative differences that gave rise to the deferred
tax liabilities and deferred tax assets for the year ended September 30, 1997
and 1996 are detailed on the following page (in thousands):
 
                                       33
<PAGE>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                     FALL RIVER GAS COMPANY AND SUBSIDIARY
 
                               SEPTEMBER 30, 1997
 
3) INCOME TAXES (CONTINUED)
 
<TABLE>
<CAPTION>
                                                                                            1997          1996
                                                                                        ------------  ------------
<S>                                                                                     <C>           <C>
Deferred Tax Assets:
  Allowance for doubtful accounts.....................................................  $    343,472  $    250,917
  Unamortized investment tax credits..................................................       206,597       221,401
  Contributions in aid of construction................................................       202,018       188,611
  Unbilled revenue....................................................................       376,728       443,497
  Deferred pension....................................................................       253,461       202,786
  Deferred compensation...............................................................       245,294       235,461
  Regulatory liability................................................................       195,035       195,035
  Other...............................................................................       619,218       399,738
                                                                                        ------------  ------------
Total Deferred Tax Assets.............................................................     2,441,823     2,137,446
Deferred Tax Liabilities:
  Property related....................................................................     5,116,921     4,964,711
  Deferred gas costs..................................................................       694,511        78,493
  Other...............................................................................       301,337       442,460
                                                                                        ------------  ------------
Total Deferred Tax Liabilities........................................................     6,112,769     5,485,664
                                                                                        ------------  ------------
Net Deferred Tax Liability............................................................  $  3,670,946  $  3,348,218
                                                                                        ------------  ------------
                                                                                        ------------  ------------
</TABLE>
 
    The combined Federal and State income tax provision set forth above
represents approximately 38% of income taxes in 1997 and 1996 and 39% in 1995.
The combined statutory rate for Federal and State income tax was approximately
39% in 1997, 1996, and 1995. The difference between the effective income tax
rate and statutory rate results primarily from the amortization of investment
tax credits
 
    Investment tax credits are amortized over the life of the property giving
rise to the credits.
 
4) LONG-TERM DEBT AND NOTES PAYABLE TO BANKS
 
    Long-term debt consists of:
 
<TABLE>
<CAPTION>
                                                                                          AMOUNTS OUTSTANDING
                                                                                       -------------------------
<S>                                                                        <C>         <C>            <C>
                                                                            AMOUNTS      SEPT 30,     SEPT. 30,
                                                                           AUTHORIZED      1997          1996
                                                                           ----------  -------------  ----------
FIRST MORTGAGE BONDS:
  9.44% Series, due 2020.................................................  6,500,000       6,500,000   6,500,000
  7.99% Series, due 2026.................................................  7,000,000       7,000,000   7,000,000
                                                                                       -------------  ----------
                                                                                         $13,500,000 $13,500,000
                                                                                       -------------  ----------
                                                                                       -------------  ----------
</TABLE>
 
    There are no aggregate maturities and sinking fund requirements for the next
five years applicable to the issues outstanding at September 30, 1997. The First
Mortgage Bonds are secured by a lien on substantially all of the Company's gas
plant. Under the terms of the most restrictive supplemental indenture, retained
earnings of $7,149,260 were restricted against payment of dividends at September
30, 1997.
 
                                       34
<PAGE>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                     FALL RIVER GAS COMPANY AND SUBSIDIARY
 
                               SEPTEMBER 30, 1997
 
4) LONG-TERM DEBT AND NOTES PAYABLE TO BANKS (CONTINUED)

    The Company maintains lines of credit with various banks under which it may
borrow up to $25,000,000. These lines are reviewed periodically by the various
banks and may be renewed or cancelled. The Company pays a commitment fee on the
lines of credit at rates ranging from 5/16 of 1% to 1/2 of 1%. At September 30,
1997, there were $15,400,000 borrowings under these lines of credit.
 
    The following table summarizes certain information related to the Company's
short-term borrowings for the years ended September 30, 1997 and 1996:
 
<TABLE>
<CAPTION>
                                                                                         1997           1996
                                                                                     -------------  -------------
<S>                                                                                  <C>            <C>
Average daily balance outstanding for the period...................................  $  15,449,167  $  17,900,000
Weighted average interest rate for the period......................................            6.1%           6.1%
Maximum amount outstanding during the period based on month-end balances...........  $  23,500,000  $  20,400,000
Weighted average interest rate at end of period....................................            7.1%           6.6%
</TABLE>
 
5) EMPLOYEES' PENSION PLANS
 
    The Company has defined benefit plans covering substantially all of its
employees. The benefits under these plans are based on years of service and
employees' compensation levels. The Company's policy is to fund pension costs
accrued including amortization of past service costs.
 
    The following table sets forth the funding status of the pension plan as of
September 30, 1997 and 1996:

    Actuarial present value of benefit obligations:
<TABLE>
<CAPTION>
                                                                    1997                          1996
                                                        ----------------------------  ----------------------------
<S>                                                     <C>            <C>            <C>            <C>
                                                            UNION        SALARIED         UNION        SALARIED
                                                        -------------  -------------  -------------  -------------
  Vested..............................................  $  (6,292,407) $  (5,678,595) $  (5,743,317) $  (5,236,341)
  Non vested..........................................        (11,818)       (35,926)       (14,534)       (27,096)
                                                        -------------  -------------  -------------  -------------
  Total accumulated benefit obligation................  $  (6,304,225) $  (5,714,521) $  (5,757,851) $  (5,263,437)
                                                        -------------  -------------  -------------  -------------
                                                        -------------  -------------  -------------  -------------
  Projected benefit obligation........................  $  (6,450,299) $  (6,897,893) $  (6,256,298) $  (6,756,755)
Plan assets at fair value.............................      7,085,208      6,382,336      6,400,940      5,205,804
                                                        -------------  -------------  -------------  -------------
Projected benefit obligation (in excess) or less than
  plan assets.........................................        634,909       (515,557)       144,642     (1,550,951)
Unrecognized net gain.................................       (510,617)    (1,383,806)      (462,279)      (521,690)
Unrecognized prior service cost due to plan
  amendment...........................................        270,298      1,181,236              0      1,299,360
Unrecognized net obligation...........................        374,520        141,102        449,424        169,321
                                                        -------------  -------------  -------------  -------------
Prepaid pension cost (pension liability) recognized on
  the consolidated balance sheet......................  $     769,110  $    (577,025) $     131,787  $    (603,960)
                                                        -------------  -------------  -------------  -------------
                                                        -------------  -------------  -------------  -------------
</TABLE>
<TABLE>
<CAPTION>
  NET PENSION COST INCLUDED THE FOLLOWING COMPONENTS:                      1997           1996           1995
                                                                       -------------  -------------  -------------
<S>                                                                    <C>            <C>            <C>
  Service cost.......................................................  $     389,258  $     365,511  $     375,838
  Interest cost......................................................      1,041,044        906,500        866,021
  Return on assets...................................................     (2,178,265)    (1,320,522)    (1,287,810)
  Net deferral and amortization......................................      1,289,404        520,684        757,372
                                                                       -------------  -------------  -------------
  Net periodic pension cost..........................................  $     541,441  $     472,173  $     711,421
                                                                       -------------  -------------  -------------
                                                                       -------------  -------------  -------------
</TABLE>

    Assumptions used to determine the projected benefit obligation were as
follows:
 
<TABLE>
<CAPTION>
                                                                                                         1997         1996
                                                                                                         -----        -----
<S>                                                                                                   <C>          <C>
  Discount rate.....................................................................................         8.0%         8.0%
  Rate of increase in future compensation levels....................................................         3.0%         3.0%
  Expected long-term rate of return on assets.......................................................         9.0%         9.0%
</TABLE>
 
                                       35
<PAGE>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                     FALL RIVER GAS COMPANY AND SUBSIDIARY
 
                               SEPTEMBER 30, 1997
 
6) OTHER POST-EMPLOYMENT BENEFITS
 
    In addition to providing pension benefits, the Company provides certain
health care and life insurance benefits to qualified retired employees.
 
    In 1994, the Company adopted Statement of Financial Accounting Standards No.
106 "Employers' Accounting for Postretirement Benefits Other Than Pensions"
(SFAS 106). Prior to 1994, expense was recognized when benefits were paid. In
accordance with SFAS 106, the Company began recording the Cost for this plan on
an accrual basis for 1994. As permitted by SFAS 106, the Company is recording
the transition obligation over a twenty year period.
 
    The following table sets forth the status of the plans at September 30, 1997
and 1996:
 
<TABLE>
<CAPTION>
ACCUMULATED POSTRETIREMENT BENEFIT OBLIGATION:                                            1997           1996
                                                                                      -------------  -------------
<S>                                                                                   <C>            <C>
  Retirees..........................................................................  $    (943,560) $  (1,150,310)
  Fully eligible active plan participants...........................................        (26,808)      (109,934)
  Other active plan participants....................................................       (898,620)      (875,107)
                                                                                      -------------  -------------
                                                                                         (1,868,988)    (2,135,351)
Plan assets.........................................................................        210,489        200,786
Unrecognized transition obligation..................................................      2,262,177      2,403,554
Unrecognized past service costs.....................................................        112,389        123,494
Unrecognized gain...................................................................     (1,360,927)    (1,042,080)
                                                                                      -------------  -------------
Accrued postretirement benefit cost.................................................  $    (644,860) $    (449,597)
                                                                                      -------------  -------------
                                                                                      -------------  -------------
</TABLE>
 
    Net periodic postretirement benefit cost for fiscal 1997, 1996 and 1995
included the following components:
 
<TABLE>
<CAPTION>
                                                                                  1997        1996        1995
                                                                               ----------  ----------  ----------
<S>                                                                            <C>         <C>         <C>
  Service Costs-benefits attributable to service during the period...........  $   58,403  $   80,022  $   66,601
  Interest cost on accumulated postretirement benefit obligation.............     137,005     140,210     107,320
  Net amortization and deferral..............................................     141,377     141,385     141,385
  Recognized past service....................................................      11,106      11,106      11,106
  Recognized gain............................................................     (74,678)    (59,909)    (79,353)
                                                                               ----------  ----------  ----------
                                                                                  273,213     312,814     247,059
  Regulatory asset...........................................................     195,264     123,358     183,735
                                                                               ----------  ----------  ----------
  Net expense................................................................  $   77,949  $  189,456  $   63,324
                                                                               ----------  ----------  ----------
                                                                               ----------  ----------  ----------
</TABLE>
 
    For measurement purposes, a 7% annual rate of increase in the per capita
cost of covered health care benefits was assumed for 1997. The rate was assumed
to decrease gradually to 4% by fiscal 2005, and to remain at that level
thereafter. The healthcare cost trend rate assumption has a significant effect
on the amounts reported. To illustrate, increasing the assumed health care cost
trend by 1% in each year would increase the accumulated postretirement benefit
obligation as of September 30, 1997 by $172,621 and the aggregate of the service
and the interest cost components of net periodic postretirement benefit cost
(NPPBC) for the year by $24,694. The discount rate was 7% for the development of
the NPPBC and for disclosure.
 
                                       36
<PAGE>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                     FALL RIVER GAS COMPANY AND SUBSIDIARY
 
                               SEPTEMBER 30, 1997
 
6) OTHER POST-EMPLOYMENT BENEFITS (CONTINUED)
    Included in the regulatory asset of $955,974, as of September 30, 1997, the
Company has a regulatory asset amounting to $758,832 related to unrecovered SFAS
106 expenses. On October 16, 1996 the MDPU approved a settlement agreement
between the company and intervenors for an increase in rates effective December
1, 1996. As part of the settlement agreement, the Company was allowed recovery
of annual SFAS 106 expenses, as well as, amounts recorded as regulatory assets
during the three year period ended September 30, 1997.
 
7) COMMITMENTS AND CONTINGENCIES
 
    The Company and certain of its predecessors owned or operated facilities for
the manufacture of gas from coal, a process used through the mid-1900's that
produced by-products that may be considered contaminated or hazardous under
current law, and some of which may still be present at such facilities. The
Company accrues environmental investigation and clean-up costs with respect to
former manufacturing sites and other environmental matters when it is probable
that a liability exists and the amount or range of amounts is reasonably
certain.
 
8) UNAUDITED QUARTERLY FINANCIAL INFORMATION
 
    The following is unaudited quarterly information for the fiscal years ended
September 30, 1997 and 1996. Quarterly variations between periods are caused
primarily by the seasonal nature of the gas distribution business.
<TABLE>
<CAPTION>
                                         QUARTER ENDED                                QUARTER ENDED
                          ---------------------------------------------  ---------------------------------------------
<S>                       <C>        <C>        <C>        <C>           <C>        <C>        <C>         <C>
(THOUSANDS EXCEPT PER
  SHARE AMOUNTS)           DEC. 31    MAR. 31     JUNE 30    SEPT. 30     DEC. 31     MAR. 31    JUNE 30     SEPT. 30
------------------------- ----------  ----------  ---------- -----------  ----------  ---------  ---------   ----------
Operating Revenues........  $11,164    $  20,401  $   9,789   $  3,907    $  11,455  $  22,373  $  10,313   $ 4,825 
Operating Income..........      453        1,956        556       (104)         338      1,874        301      (170)
Net Income................      129        1,596        271       (371)          94      1,615         91      (374)
Net Income per Share......     0.07         0.90       0.15      (0.21)        0.05       0.91       0.05     (0.21)

</TABLE>
 
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
 
    None.                                                               PART III
 
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
 
    Information required under this item regarding directors and compliance with
Section 16(A) of the Exchange Act is contained in the Registrant's 1997 Proxy
Statement, to be filed with the commission pursuant to Regulation 14A, and is
incorporated herein by reference, pursuant to Form 10-K General Instruction
G(3). See also Additional Item--Executive Officers of Registrant in above.
 
ITEM 11. MANAGEMENT REMUNERATION AND TRANSACTIONS
 
    Information required under this item is contained in the Registrant's 1997
Proxy Statement, filed with the commission pursuant to Regulation 14A, and is
incorporated herein by reference, pursuant to Form 10-K General Instruction
G(3).
 
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
  MANAGEMENT
 
    Information required under this item is contained in the Registrant's 1997
Proxy Statement, filed with the commission pursuant to Regulation 14A, and is
incorporated herein by reference, pursuant to Form 10K General Instruction G(3).
 
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
    Not applicable.
 
                                       37
<PAGE>
                                    PART IV
 
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
  FORM 8-K
 
    (a) (1) and (2) The response to this portion if Item 14 is submitted in the
following pages.
 
    (b) The Registrant was not required to file a Form 8-K during fiscal year
1997.
 
                                       38
<PAGE>
                                   SIGNATURES
 
    Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
 
    FALL RIVER GAS COMPANY
    BY /S/ Peter H. Thanas
    -----------------------
    Senior Vice President and Treasurer
 
    Pursuant to the requirements of the Securities Exchange Act of 1934, this
report signed below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated.
 
<TABLE>
<S>                                       <C>                                       <C>
/S/ Bradford J. Faxon                     President, Chairman of the Board and
---------------------                     Director (Chief Executive Officer          12/18/97
                                                                                     --------

/S/ Raymond H. Faxon                      Vice Chairman of the Board and Director    12/18/97
--------------------                                                                 --------


/S/ Peter H. Thanas                       Senior Vice President and Treasurer
--------------------                      (Chief Financial and Accounting Officer    12/18/97
                                                                                     --------

/S/ Cindy L.J. Audette                    Director                                   12/18/97
----------------------                                                               --------


/S/ Thomas K. Barry                       Director                                   12/18/97
----------------------                                                               --------

/S/ Thomas H. Bilodeau                    Director                                   12/18/97
----------------------                                                               --------

/S/ Ronald J. Ferris                      Director                                   12/18/97
----------------------                                                               --------

/S/ Jack R. McCormick                     Director                                   12/18/97
----------------------                                                               --------

/S/ Gilbert C. Oliveira Jr.               Director                                   12/18/97
---------------------------                                                          --------

/S/ Donald R. Patnode                     Director                                   12/18/97
----------------------                                                               --------

</TABLE>

                                          39

<PAGE>

<TABLE>
<CAPTION>
                                                                PAGE NUMBER OR
 EXHIBIT                                                        INCORPORATION OR
 NUMBERS   DESCRIPTION                                          REFERENCE TO
---------  ---------------------------------------------------  ---------------------------------------------------
<S>        <C>                                                  <C>
(3)        Articles of Incorporation and By-Laws                Exhibit 3 to Report on Form 10-K for calender year
                                                                ended December 31, 1982
(3a)        A copy of an Amendment to the Articles of            Exhibit 3a to Report on Form 10-K for calendar year
           Incorporation to increase the number of Common       ended December 31, 1987
           Shares from 366,889 to 1,100,667 and to change the
           Par Value from $5.00 to $1 2/3

(3b)       A copy of an Amendment to the By-Laws                Exhibit 3b to Report on Form 10-K for calendar year
                                                                ended December 31, 1990
(3c)       A copy of an Amendment to the By-Laws                Exhibit 3c to Report on Form 10-K for calendar year
                                                                ended December 31, 1991
(3d)       A copy of an Amendment to the Articles of            Attached hereto
           Incorporation, dated December 31, 1993

(4)        Instruments defining the rights of security          Exhibit 4 to Report on Form 10-K for calendar year
           holders, including indentures                        ended December 31, 1982

(4a)       Thirteenth Supplemental Indenture between the        Attached hereto
           Registrant and State Street Bank and Trust Co.

(10a)      Purchase of F-1 from Algonquin Gas Transmission      Exhibit 10a to Report on Form 10-K for calendar
           Company                                              year ended

(10b)      Purchase of SNG from Algonquin Gas Transmission      Exhibit 10b to Report on Form 10-K for calendar
           Company                                              year ended December 31, 1982

(10c)      A copy of the contract between the Registrant and    Exhibit 10c to Report on Form 10-K for calendar
           Utility Workers Union of America, AFL      CIO and   year ended December 31, 1984
           Local No. 431,


(10d)       A copy of an Employment and Con-sulting Agreement    Exhibit 10d to Report on Form 10-K for calendar
           dated as of September 18, 1984, between the          year ended December 31, 1984
           Registrant and Jack R. McCormick

(10e)      A copy of an Employment and con-sulting Agreement    Exhibit 10e to Report on Form 10-K for calendar
           dated as of September 18, 1984, between the          year ended December 31, 1984
           Registrant and Bradford J. Faxon

(10f)      A copy of an Employment and Con-sullting Agreement   Exhibit 10f to Report on Form 10-K for calendar
           dated as of September 18, 1984, between Registrant   year ended December 31, 1984
           and Norman J. Meyer


</TABLE>
 
                                       40
<PAGE>

<TABLE>
<CAPTION>
                                                                PAGE NUMBER OR
 EXHIBIT                                                        INCORPORATION OR
 NUMBERS   DESCRIPTION                                          REFERENCE TO
---------  ---------------------------------------------------  ---------------------------------------------------
<S>        <C>                                                  <C>
(10g)      A copy of the Restatement of Con-sulting Agreement   Exhibit 10g to Report on Form 10-K for calendar
           dated as of December 13, 1983, between the           year ended December 31, 1984
           Registrant and Thomas H. Bilodeau

(10h)      A copy of an Agreement, Combined Sup-plementary      Exhibit 10h to Report on Form 10-K for calendar
           Agreement, and Amendment to Agreement for            year ended December 31, 1984
           Employment and Consulting Services between the
           Registrant and Raymond H. Faxon

(10i)      A copy of an Amendment to Employment and Consulting  Exhibit 10i to Report on Form 10-K for calendar
           Agreement dated January 1, 1987 between the          year ended December 31, 1986
           Regi-strant and Bradford J. Faxon

(10j)      A copy of an Amendment to Employment and Consulting  Exhibit 10j to Report on Form 10-K for calendar
           Agreement dated January 1, 1987 between the          year ended December 31, 1986
           Regi-strant and Norman J. Meyer

(10k)      A copy of an Employment and Consulting Agreement     Exhibit 10k to Report on Form 10-K for calendar
           dated as of August 1, 1986 between the Registrant    year ended December 31, 1986
           and Peter H. Thanas

(10l)      A copy of an Amendment to Employment and Consulting  Exhibit 10L to Report on Form 10-K for calendar
           Agreement dated January 1, 1987 between the          year ended December 31, 1986
           Regi-strant and Peter H. Thanas

(10m)      A copy of the Contract between the Registrant and    Exhibit 10m to Report on Form 10-K for calendar
           Utility Workers Union of America, AFL-CIO and        year ended December 31, 1987
           Local, 431, dated May 31, 1987

(10n)      A copy of Precedent Agreement for Firm Sales         Exhibit 10n to Report Form 10-K for calendar year
           Service under Rate on Schedule F-4                   ended December 31, 1987

(10o)      Settlement Agreement between DOMAC and Registrant    Exhibit 10o to Report on Form 10-K for calendar
           to terminate and abandon GS-1 and TS-1 Service       year ended December 31, 1988
           Agreements

(10p)      A copy of Service Agreement for Firm Liquid Service  Exhibit 10p to Report on Form 10-K for calendar
           between Distrigas and Registrant                     year ended December 31, 1988

(10q)      A copy of Service Agreement for Interruptible Vapor  Exhibit 10q to Report on Form 10-K for calendar
           Service be-tween Distrigas and Registrant            year ended December 31, 1988

(10r)      A copy of Service Agreement for Firm Vapor Service   Exhibit 10r to Report on Form 10-K for calendar
           between Distrigas and Registrant                     year ended December 31, 1988

(10s)      A copy of a Deferred Compensationq Agreement with    Exhibit 10s to Report on form 10-K for calendar
           Bradford J. Faxon                                    year ended December 31, 1989

</TABLE>

                                       41
<PAGE>


<TABLE>
<CAPTION>
                                                                PAGE NUMBER OR
 EXHIBIT                                                        INCORPORATION OR
 NUMBERS   DESCRIPTION                                          REFERENCE TO
---------  ---------------------------------------------------  ---------------------------------------------------
<S>        <C>                                                  <C>
(10t)       A copy of a Deferred Compensation Agreement with     Exhibit 10t to Report on Form 10-K for calendar
           Peter H. Thanas                                      year ended December 31, 1989

(10u)      A copy of the Contract between the Registrant and    Exhibit 10u to Report on Form 10-K for calendar
           Utility Workers Union of America, AFL-CIO and Local  year ended December 31, 1990
           431, dated May 1, 1990

(10v)      A copy of an Employment Contract with Bradford J.    Exhibit 10v to Report on Form 10-K for calendar
           Faxon                                                year ended December 31, 1991

(10w)      A copy of an Employment Contract with Peter H.       Exhibit 10w to Report on Form 10-K for calendar
           Thanas                                               year ended December 31, 1991

(10x)      A copy of the Contract between the Registrant and    Exhibit 10x to Report on Form 10-K for calendar
           Utility Workers Union of America, AFL-CIO and Local  year ended September 30, 1995
           431, dated May 1, 1995

(10y)      A copy of Gas Sales Agreement between CNG Gas        Exhibit 10y to Report on Form 10-K for fiscal year
           Service Corporation and Fall River Gas Company       ended September 30, 1995

(22)       The Registrant has one Subsidiary, Fall River Gas
           Appliance Company, Inc., that is incorporated in
           Massachusetts, and does business under said name

(23)       Consent of Independent Public Accountants Attached
           To the Stockholders and Board of Directors
           of Fall River Gas Company
</TABLE>
 
                                       42
<PAGE>
                                                                      Exhibit 23
 
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders and Board of Directors of Fall River Gas Company
 
    As independent public accountants, we hereby consent to the incorporation by
reference in the registration statement on Form S-3, File No. 333-13995 of our
reports dated November 21, 1997, included in Fall River Gas company Form 10-K
for the year ended September 30, 1997, and to all references to our firm
included in this registration statement.


                                                   ARTHUR ANDERSEN LLP
 
Boston, Massachusetts
December 29, 1997
 
                                       43
<PAGE>

                     FALL RIVER GAS COMPANY AND SUBSIDIARY
 
                         INDEX TO FINANCIAL STATEMENTS
                 (SUBMITTED IN ANSWER TO ITEM 14 OF FORM 10-K,
                      SECURITIES AND EXCHANGE COMMISSION)
 
<TABLE>
<CAPTION>
                                                                                                      REFERENCE
                                                                                                   ---------------
<S>                                                                                                <C>
Report of independent public accountants.........................................................  Page 27
Fall River Gas Company and Subsidiary Consolidated balance sheets--As of September 30, 1997 and
  September 30, 1996.............................................................................  Page 29 & 30
Consolidated statements for the years ended September 30, 1997, 1996, and 1995
  Income.........................................................................................  Page 28
  Retained earnings..............................................................................  Page 28
  Cash flows.....................................................................................  Page 31
Notes to consolidated financial statements.......................................................  Page 32-37
</TABLE>
 
                                   SCHEDULES
 
<TABLE>
<S>        <C>
VIII           -- Valuation and Qualifying Accounts and Reserves
                  for the years ended September 30, 1997, 1996,
                  and 1995                                               Attached
</TABLE>
 
    Schedules, other than the one listed to above, are either not required or
not applicable or the required information is shown in the financial statements
or notes thereto.
 
                                       44





<PAGE>
              FALL RIVER GAS COMPANY AND SUBSIDIARY SCHEDULE VIII
 
                 VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
 
                       FOR YEAR ENDED SEPTEMBER 30, 1997


<TABLE>
<CAPTION>
                                                         ADDITIONS                 DEDUCTIONS
                                                  -----------------------  --------------------------
<S>                                   <C>         <C>          <C>         <C>             <C>         <C>
                                      BALANCE AT  CHARGES TO    CHARGES     CHARGES FOR                BALANCE AT
                                      BEGINNING    COSTS AND    TO OTHER   WHICH RESERVES                END OF
DESCRIPTION                           OF PERIOD    EXPENSES     ACCOUNTS    WERE CREATED     OTHER       PERIOD
------------------------------------  ----------  -----------  ----------  --------------  ----------  ----------
Allowance for doubtful accounts.....  $  670,038   $ 761,500                 $  563,691    ($  39,510) $  907,357
                                      ----------  -----------  ----------  --------------  ----------  ----------
</TABLE>
<TABLE>
<CAPTION>
                                       FOR YEAR ENDED SEPTEMBER 30, 1996
                                      -----------------------------------
<S>                                   <C>         <C>          <C>         <C>             <C>         <C>
                                                         ADDITIONS                 DEDUCTIONS
                                                  -----------------------  --------------------------
 
<CAPTION>                             BALANCE AT  CHARGES TO   CHARGES     CHARGES FOR                BALANCE AT
                                      BEGINNING   COSTS AND    TO OTHER   WHICH RESERVES                END OF
DESCRIPTION                           OF PERIOD   EXPENSES     ACCOUNTS    WERE CREATED     OTHER       PERIOD
------------------------------------  ----------  -----------  ----------  --------------  ----------  ----------
<S>                                   <C>         <C>          <C>         <C>             <C>         <C>
Allowance for doubtful accounts.....  $  686,650   $ 411,500                 $  456,348    ($  28,235) $  670,038
                                      ----------  -----------  ----------  --------------  ----------  ----------
</TABLE>
<TABLE>
<CAPTION>
                                       FOR YEAR ENDED SEPTEMBER 30, 1996
                                      -----------------------------------
<S>                                   <C>         <C>          <C>         <C>             <C>         <C>
                                                         ADDITIONS                 DEDUCTIONS
                                                  -----------------------  --------------------------
<CAPTION>
                                      BALANCE AT  CHARGES TO    CHARGES     CHARGES FOR                BALANCE AT
                                      BEGINNING    COSTS AND    TO OTHER   WHICH RESERVES                END OF
DESCRIPTION                           OF PERIOD    EXPENSES     ACCOUNTS    WERE CREATED     OTHER       PERIOD
------------------------------------  ----------  -----------  ----------  --------------  ----------  ----------
<S>                                   <C>         <C>          <C>         <C>             <C>         <C>
Allowance for doubtful accounts.....  $  701,734   $ 311,500                 $  368,249    ($  41,665) $  686,650
                                      ----------  -----------  ----------  --------------  ----------  ----------
</TABLE>

                                       45