<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-K/A

/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, 1995
                                       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
      -------------------                                ----------------
             NONE                                               NONE
             ----                                               ----

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 (1,500,701) shares was $32,265,072 as of
December 15, 1995 of $21.50.

            Indicate the number of shares outstanding of each of the
Registrant's classes of the latest practicable date.

                  Class                         Outstanding at December 15, 1995
                  -----                         --------------------------------
Common Stock, $.83 1/3 par value                            1,780,542
Documents incorporated by reference:


      Definitive Proxy Statement dated December 21, 1995  (Part III)


                                       -1-


<PAGE>   2



implementation of Order 636 has increased the potential for competition in gas
procurement, supply and sales. FERC's actions have sought to encourage
competition and natural gas market efficiency through deregulation and
"unbundling" of services at the interstate pipeline level. This unbundling has
changed the historical relationships of the natural gas industry, whereby
producers sold to pipelines, pipelines sold to local distribution companies
("LDCs"), such as the Registrant, and LDCs sold to end-users. Now, LDCs or
end-users may utilize pipeline services for purchases, or simply for the
transportation of gas purchased from third parties.

            Consequently, while the Registrant has been subject to competition
from electricity, oil, propane, coal and other fuels, the regulatory changes
brought about by Order 636 have created the potential for competition among
existing and new suppliers or brokers of natural gas. As a result, opportunities
may arise for others to sell natural gas or provide brokerage service to
end-users to whom the Registrant might otherwise make sales or otherwise arrange
for transport service. Large volume end-users are most likely to be the primary
targets for third parties seeking to make such sales. If third parties do, in
fact, provide a substantial volume of sales or brokerage services to end-users
located within the Registrant's service territory, and the Registrant does not
increase its sales to other end-users, then the Registrant would have a smaller
sales base across which it can





































                                              -9-


<PAGE>   3



subject to the jurisdiction of FERC. Although the Registrant is not under the
direct jurisdiction of FERC, the Registrant monitors, and periodically
participates in, proceedings before FERC that affect the Registrant's pipeline
gas suppliers or transporters, the Registrant's operations and other matters
pertinent to the Registrant's business.

            The Registrant 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, which has taken an active role in such enforcement, including the
application of civil penalties and the requirement of remedial programs.

      Seasonal Nature of Business
      ---------------------------
            The Registrant's business has a distinct seasonal quality to it,
resulting from such a large percentage of its sendout going to serve residential
and commercial heating loads. Operating revenues from the sale of natural gas
reflect the seasonal nature of the business to the extent that such revenues are
affected by temperature variations between the heating and non-heating seasons.
See "Rates and Regulation" above.

      Environmental Matters
      ---------------------
            In January 1990 the Registrant notification from the Massachusetts
Department of Environmental Protection ("DEP") that

            






























                                      -13-


<PAGE>   4

<TABLE>

Selected Financial Data
-----------------------

<CAPTION>
                                           Twelve Months September 30,            Nine Months   Twelve Months
                                           ----------------------------           ------------  -------------
                                      1995            1994            1993           1992            1991
                                   -----------     -----------     -----------    -----------     -----------
<S>                                <C>             <C>             <C>            <C>             <C>   

Net Operating Revenues........     $44,418,114     $48,330,933     $44,818,763    $36,047,493     $41,704,063

Operating Expenses,
      Other than
      Income Taxes............      41,641,929      44,564,940      40,932,252     33,082,762      39,923,856

Interest Expense..............       1,460,927       1,101,280       1,242,756        948,168       1,361,212


Net Income...................        1,616,206        2,491,10       2,352,360      1,819,882         986,845


Earnings per
      Common Share (Note 2)...     $       .91     $      1.40     $      1.32    $      1.02     $       .55

Cash Dividend per
      Common Share (Note 2)...     $       .96     $       .98     $       .97    $       .92     $       .92
   
Total Assets...................    $50,956,507     $49,625,842     $46,501,414    $38,263,167     $45,498,157

Long-term Debt
      (excluding current
       maturities)                 $ 6,500,000     $ 7,380,000     $ 7,560,000    $ 7,680,000     $ 7,740,000



<FN>




NOTE: The Company changed its year end from December 31 to September 30
effective September 30, 1992. The amounts shown in 1992 are as of September 30,
1992 and the nine months ended September 30, 1992.


</TABLE>










                                      -20-


<PAGE>   5



ITEM 7.   Management's Discussion And Analysis Of Financial
                 Condition And Results Of Operations
                 -----------------------------------

OVERVIEW

      The Company's sales are largely influenced by changes in temperature as
the majority of its customers use natural gas for heating purposes. The Company
measures weather through the use of effective degree days. An effective degree
day is calculated by subtracting the average temperature for the day, adjusted
for wind and cloud cover, from 65 degrees Fahrenheit.
<TABLE>
<CAPTION>

                                          1995        1994        1993
                                          ----        ----        ----
      <S>                                 <C>         <C>         <C>   

      Degree days.............            5,674       6,187       6,149

      Percent colder (warmer)              (8.3%)       0.6%
       from prior year
      20 year average.........            5,985
</TABLE>

      Earnings per common share for fiscal 1995 was $0.91 compared with $1.40
per common share in fiscal 1994 and $1.32 per common share in fiscal 1993.
Fiscal 1995 net income was $1,616,200, compared to $2,491,100 and $2,352,400 in
fiscal years 1994 and 1993, respectively.

RESULTS OF OPERATION

Fiscal 1995 versus Fiscal 1994

      In fiscal 1995 operating revenues totalled $44,418,100, an 8.1 percent
decrease from fiscal 1994. Revenues from sales to firm customers decreased 8.5
percent from the prior fiscal year as a result of a $3,962,200 reduction in the
gas costs recovered through the Company's Cost of Adjustment Clause (CGAC) and
decreased gas sales. All changes in the price of fuel to serve our firm customer
requirements are recovered through the CGAC.

      Gas sales to firm and special contract customers were 6,004,900 Mcf in
fiscal 1995, a decrease of 8.5 percent from the prior year. The major factor
causing this decrease was warmer weather. As can be seen from the table above,
effective degree days were 8.3 percent warmer than the prior fiscal year. During
fiscal 1995 interruptible sales increased by 34 percent over the prior year. The
profits from these sales are flowed back to our firm customers through the CGAC.

      Cost of gas sold includes costs for gas operation including supplemental
fuels, such as propane, liquefied natural gas and storage, which are used to
augment the Company's primary supply of natural gas in periods of peak usage.
The average cost of gas during fiscal 1995 was $4.17 per Mcf compared to $4.86
during the
                                      -21-


<PAGE>   6



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, 1995
and 1994 and the related consolidated statements of income, retained earnings
and cash flows for each of the three years in the period ended September 30,
1995. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements 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, 1995 and 1994, and the results of their
operations and their cash flows for each of the three years in the period ended
September 30, 1995, in conformity with generally accepted accounting principles.

As explained in Notes 4 and 7 to these consolidated financial statements,
effective October 1, 1993. the Company changed its method of accounting for
income taxes and postretirement benefits other than pensions.


                                    ARTHUR ANDERSEN LLP

Boston, Massachusetts
November 20, 1995







                                      -24-


<PAGE>   7
Consolidated Balance Sheets (Con't)
-----------------------------------
Fall River Gas Company and Subsidiary
September 30, 1995 and 1994


<TABLE>

                            STOCKHOLDERS' INVESTMENT AND LIABILITIES

<CAPTION>

                                                                  1995               1994
                                                                  ----               ----
<S>                                                            <C>                <C> 
CAPITALIZATION:
      Stockholders' investment-
         Common stock, par value $.83-1/3 per share,
           2,201,334 shares authorized and issued (Note 2)     $ 1,834,445        $ 1,834,445
         Premium paid in on common stock..................       1,356,043          1,356,043

         Retained earnings (Note 5).......................      11,149,260         11,242,374
                                                               -----------        -----------
                                                                14,339,748         14,432,862
      Less-420,792 shares in 1995 and 1994 of common stock
               held in treasury, at cost (Note 2).........       1,418,743          1,418,743
                                                               -----------        -----------
                                                                12,921,005         13,014,119
      Long-term debt, less current sinking fund requirements
       (Note 5)                                                  6,500,000          7,380,000
                                                               ------------       -----------
           Total capitalization...........................      19,421,005         20,394,119
                                                               -----------        -----------
CURRENT LIABILITIES:
      Current sinking fund requirements (Note 5)..........         880,000            160,000

      Notes payable to banks (Note 5).....................      15,600,000         14,400,000

      Dividends payable...................................         427,330            427,330

      Accounts payable....................................       3,585,300          3,273,833

      Gas supplier refunds due customers..................       1,367,969          1,130,603

      Accrued taxes.......................................         838,617          1,499,233

      Other...............................................       1,993,043          1,871,328
                                                               -----------        -----------
                                                                24,692,259         22,762,327
                                                               -----------        -----------
COMMITMENTS AND CONTINGENCIES (Note 8)
DEFERRED CREDITS:
      Accumulated deferred income taxes (Note 4)..........       3,905,117          3,630,933

      Unamortized investment tax credits (Note 4).........         605,653            643,702

      Other...............................................       1,832,385          1,694,673

      Regulatory liability (Note 4).......................         500,088            500,088
                                                               -----------        -----------
                                                                 6,843,243          6,469,396
                                                               -----------        -----------
 
                                                               $50,956,507        $49,625,842
                                                               ===========        ===========
                                                               

</TABLE>


 The accompanying notes are an integral part of these financial statements.





                                      -27-


<PAGE>   8
<TABLE>

Consolidated Statements of Cash Flows
-------------------------------------
FALL RIVER GAS COMPANY AND SUBSIDIARY
FOR THE YEARS ENDED SEPTEMBER 30, 1995, 1994 AND 1993


<CAPTION>
                                                                1995           1994            1993
                                                                ----           ----            ----
<S>                                                         <C>            <C>             <C>   
Cash Provided by (Used for)
 Operating Activities:
    Net Income............................................  $ 1,616,206    $ 2,491,100     $ 2,352,360
         Items not requiring (providing) cash:
             Depreciation.................................    1,695,854      1,587,278       1,513,745
             Deferred income taxes........................      274,184       (734,131)        172,203
             Investment tax credits, net..................      (38,049)       (38,44 )        (41,028)
             Change in working capital....................    2,180,393      2,961,892      (5,987,492)
             Other sources, net...........................     (221,380)       515,933          81,364
                                                            -----------    -----------     -----------
         Net cash provided by (used for)
             operating activities                             5,507,208      6,783,627      (1,908,848)
                                                            -----------    -----------     -----------
Investing Activities:
   Additions to utility property, plant and
             equipment.                                      (4,294,225)    (3,711,116)     (2,687,235)
   Additions to nonutility property.......................     (589,172)      (591,939)       (474,631)
                                                            -----------    -----------     -----------
         Net cash used for investing activities              (4,883,397)    (4,303,055)     (3,161,866)
                                                            -----------    -----------     -----------
Financing Activities:
   Cash dividends paid on common stock....................   (1,709,320)    (1,736,028)     (1,709,321)
   Retirement of long-term debt through sinking fund......     (160,000)      (140,000)       (120,000)
   Increase (decrease) in notes payable to banks, net         1,200,000       (600,000)      7,050,000
                                                            -----------    -----------     -----------
         Net cash provided by (used for)
             financing activities                              (669,320)    (2,476,028)      5,220,679
Increase (decrease) in cash...............................      (45,509)         4,544         149,965
Cash, beginning of period.................................      360,818        356,274         206,309
                                                            -----------    -----------     -----------
Cash, end of period.......................................  $   315,309    $   360,818     $   356,274
                                                            ===========    ===========     ===========

Changes in Components of Working Capital (excluding cash): 
       (Increase) decrease in current assets:
            Accounts receivable...........................  $   492,836    $  (612,385)    $    15,583
            Inventories...................................      (37,438)       800,611      (1,763,764)
            Prepayments and other.........................      (72,874)       (36,207)        (51,459)
            Deferred gas cost.............................    1,787,937         (5,633)     (5,172,312)
       Increase (decrease) in current liabilities:
            Accounts payable..............................      311,467      1,168,353         608,977
            Gas supplier refunds due customers............      237,366       (390,890)        662,894
            Accrued taxes.................................     (660,616)     1,499,233        (494,342)
            Other.........................................      121,715        538,810         206,931
                                                            -----------    -----------     -----------
                        Change in Working Capital.........  $ 2,180,393    $ 2,961,892     $(5,987,492)
                                                            ===========    ===========     ===========

Supplemental Disclosure of Cash Flow Information:
       Cash paid for:
           Interest.......................................  $ 1,695,329    $ 1,632,681     $ 1,248,569
           Income taxes...................................      768,052      1,503,114       1,535,000
</TABLE>


The accompanying notes are an integral part of these financial statements.




                                         -28-


<PAGE>   9

   The Company maintains lines of credit with various banks under which it may
borrow up to $27,500,000. 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 totaling $23,000,000 at rates ranging from 5/16 of 1% to 3/8 of
1%. The balance of the lines are uncommitted and carry no fee. At September 30,
1995, there were $15,600,000 borrowings under these lines of credit.
<TABLE>

   The following table summarizes certain information related to the Company's
short-term borrowings for the years ended September 30, 1995, and 1994:
<CAPTION>

                                                           1995             1994
                                                        ----------      ----------
<S>                                                     <C>              <C>    

Average daily balance outstanding for the period        $14,586,000      $13,051,944
Weighted average interest rate for the period                   6.4%             4.3%
Maximum amount outstanding during the
    period based on month-end balance                   $17,900,000      $16,100,000
Weighted average interest rate at end of period                 7.5%             5.8%
</TABLE>

6) EMPLOYEES' PENSION PLANS
    Fall River Gas 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.
<TABLE>

    The following table sets forth the funding status of the pension plan as of
September 30, 1995 and 1994:
<CAPTION>
                                                                         1995                         1994
                                                               -------------------------    ---------------------------
<S>                                                          <C>            <C>              <C>            <C>
Actuarial present value of benefit obligations:                  Union       Salaried            Union       Salaried
   Vested.............................................       $(5,119,504)   $(4,449,398)     $(5,358,714)    (4,305,570)
   Non vested.........................................            (9,224)       (70,461)          (6,565)       (56,655)
                                                             -----------    -----------      -----------    ----------- 
   Total accumulated benefit obligation...............       $(5,128,728)   $(4,519,859)     $(5,365,279)   $(4,362,225)
                                                             ===========    ===========      ===========    =========== 
   Projected benefit obligation.......................       $(5,508,398)   $(5,822,854)     $(5,842,435)   $(5,841,694)
Plan assets at fair value.............................         6,037,834      4,293,447        5,688,667      3,348,548
                                                             -----------    -----------      -----------    ----------- 
Projected benefit obligation (in excess)
   or less than plan assets...........................           529,436     (1,529,407)        (153,768)    (2,493,146)
Unrecognized net gain.................................        (1,046,210)      (804,592)        (429,134)       (10,877)
Unrecognized prior service cost
   due to plan amendment..............................                 0      1,417,484                0      1,535,608
Unrecognized net obligation...........................           524,328        197,540          599,232        225,759
                                                             -----------    -----------      -----------    ----------- 
Prepaid pension cost (pension liability)
   recognized on the consolidated
   balance sheet.......................................      $     7,554    $  (718,975)     $    16,330    $  (742,656)
                                                             ===========    ===========      ===========    =========== 
</TABLE>

<TABLE>
Net Pension cost included the following components:

<CAPTION>
                                                      1995             1994           1993
                                                   ----------       ----------      ---------
   <S>                                            <C>               <C>             <C>   
                                     
   Service Cost                                   $   375,838       $ 408,466      $ 315,580
   Interest Cost                                      866,021         837,690        790,509
   Return on Assets                                (1,287,810)        (56,166)      (474,692)
   Net Deferral and Amortization                      757,372        (463,664)       (59,079)
                                                  -----------       ---------      ---------
   Net Periodic Pension Cost                      $   711,421       $ 726,326      $ 572,318
                                                  ===========       =========      =========
</TABLE>                             

<TABLE>
Assumptions used to determine the projected benefit obligation were:

<CAPTION>
                                                                 1995                 1994
                                                                 ----                 ----
   <S>                                                           <C>                  <C>    
                                                               
   Discount rate                                                 8.0%                 7.5%
   Rate of increase in future compensation levels                4.0%                 4.0%
   Expected long-term rate of return on assets                   8.0%                 7.6%

</TABLE>

                                      -32-
<PAGE>   10


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 1995
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). 

      Executive Officers:
        Raymond H. Faxon*
        -----------------
               Age 88, 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 57, 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
   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 51, 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 49, 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.














                                      -34-


<PAGE>   11

        Wallace E. Fletcher
        -------------------
          Age 62, 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
        His principal occupation for the past five years has been three years
with the Registrant and two years as a self employed consultant.

        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.

ITEM 11.  Management Remuneration And Transactions
--------------------------------------------------
        Information required under this item is contained in the Registrant's
1995 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
1995 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 13.  Certain Relationships And Related Transactions
--------------------------------------------------------
        Not applicable.





































                                      -35-


<PAGE>   12
<TABLE>
<CAPTION>
                                                         Page Number
Exhibit                                                  Incorporation Or
Numbers                 Description                           Reference To
-------                 -----------                      -----------------
<S>          <C>                                         <C>   
(10n)        A copy of Precedent Agreement for           Exhibit 10n to Report
             Firm Sales Service under Rate               on Form 10-K for
             Schedule F-4                                calendar year ended
                                                         December 31, 1987

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

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

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

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

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

(10t)        A copy of a Deferred Compensation           Exhibit 10t to Report
             Agreement with Peter H. Thanas              on Form 10-K for
                                                         calendar year ended
                                                         December 31, 1989

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

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

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

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

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

            

                                      -40-


<PAGE>   13





<TABLE>
<CAPTION>

                                                         Page Number Or
Exhibit                                                  Incorporation Or
Numbers                 Description                        Reference To
-------                 -----------                      ----------------
<S>                <C>                                       <C>

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


</TABLE>




                 
                 



                                      -41-


<PAGE>   14

                      FALL RIVER GAS COMPANY AND SUBSIDIARY
                      -------------------------------------

<TABLE>
                          INDEX TO FINANCIAL STATEMENTS
                          -----------------------------

                  (Submitted in Answer to Item 14 of Form 10-K,
                       Securities and Exchange Commission)

<CAPTION>

                                                         Reference
                                                         ---------
<S>                                                      <C>    
Report of independent public accountants                 Page 24

Fall River Gas Company and Subsidiary-
Consolidated balance sheets - As of
September 30, 1995 and September 30, 1994                Page 26


Consolidated statements for the years ended
September 30, 1995, 1994, and 1993
  Income                                                 Page 25
  Retained earnings                                      Page 25
  Cash flows                                             Page 28

Notes to consolidated financial statements               Page 29
</TABLE>



<TABLE>

                                    SCHEDULES
                                    ---------
<S>                                                      <C>    
II - Valuation and Qualifying Accounts and
     Reserves for the years ended September 30,
     1995, 1994, and 1993                                Attached

Report to independent public accountants
on schedules                                             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.




         




                                      -42-


<PAGE>   15



                               ARTHUR ANDERSEN LLP

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Stockholders and Board of Directors of
Fall River Gas Company:

We have audited, in accordance with generally accepted auditing standards, the
consolidated financial statements included in Fall River Gas Company's Annual
Report to Stockholders, included in this Form 10-K, and have issued our report
thereon dated November 20, 1995. Our audit was made for the purpose of forming
an opinion on those statements taken as a whole. The schedule listed in the
accompanying index is the responsibility of the Company's management and is
presented for purpose of complying with the Securities and Exchange Commission's
rules and is not part of the basic financial statements. This schedule has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, fairly state, in all material respects, the
financial data equipped to be set forth therein in relation to the basic
financial statements taken as a whole.


/S/Arthur Andersen LLP
Boston, Massachusetts
November 20, 1995







                                     -43-


<PAGE>   16
<TABLE>

                                        FALL RIVER GAS COMPANY AND SUBSIDIARY SCHEDULE VII
                                        --------------------------------------------------
                                          VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
                                          ----------------------------------------------

                          FOR YEAR ENDED SEPTEMBER 30, 1995
                          ---------------------------------
<CAPTION>
                                              ADDITIONS              DEDUCTIONS  
                                        --------------------    ----------------------
                          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>

<TABLE>
                          FOR YEAR ENDED SEPTEMBER 30, 1994
                          ---------------------------------
<CAPTION>
                                              ADDITIONS              DEDUCTIONS
                                        --------------------    ----------------------                     
                          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     $470,770     $575,500                 $379,613      ($35,077)  $701,734
     -----------------     --------     --------    -------      --------      --------   --------
</TABLE>

<TABLE>

                          FOR YEAR ENDED SEPTEMBER 30, 1993
                          ---------------------------------
<CAPTION>
                                              ADDITIONS              DEDUCTIONS               
                                        --------------------    ---------------------- 
                          Balance at    Charges to  Charges     Charges for               Balance at
                          Beginning     Costs and   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     $445,825     $369,500                 $383,782      ($39,227)  $470,770
                           --------     --------    --------     --------      --------   --------
</TABLE>

                                       
                                       44