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                                                                  Exhibit 10(cc)


                                 AMENDMENT NO.1
                                       TO
                              EMPLOYMENT AGREEMENT

               This Amendment dated as of January 1, 1999 to that certain
Employment Agreement entered into as of November 15, 1998 by and between Fall
River Gas Company, a Massachusetts corporation with an office at 155 North Main
Street, Fall River, Massachusetts 02722 (hereinafter called the "Company") and
John F. Fanning of Swansea, Massachusetts (hereinafter called the "Executive").

                                    RECITALS

               Whereas, the Executive and the Company are parties to an
employment agreement entered into as of November 15, 1998 (the "Employment
Agreement"); and

               Whereas, the Company desires to assure the continued service of
Executive, and Executive is desirous of committing himself to continued service
to the Company; and

               Whereas, the Executive and the Company desire to amend certain
provisions of the Employment Agreement;

                                   AGREEMENTS

               NOW, THEREFORE, for valuable consideration, the receipt and
sufficiency of which is acknowledged by the Company and the Executive, the
Company and the Executive hereby agree as follows:

               1. Section 7 shall be amended by the addition of a new Section
7(c), which shall read as follows:

                    "(c) EXCESS PENSION BENEFIT.

                            (i) COMMENCEMENT OF EXCESS PENSION BENEFIT AT
RETIREMENT. The Executive shall be entitled to receive an excess pension benefit
(as determined pursuant to Section 7(c)(iii) hereof) (the "Excess Pension
Benefit"), commencing as of the date the Executive terminates employment and
first becomes eligible to receive benefits under the Pension Plan for Salaried
and Non-Union Hourly Employees of Fall River Gas Company ("Pension Plan") (the
"Commencement Date"), even if such Executive elects not to commence receiving
such Pension Plan benefits at that time.

                            (ii) FORM OF PAYMENT. The Executive will receive his
Excess Pension Benefit hereunder in the same form as the Executive receives or
has elected to receive, as the case may be, his retirement benefit under the
Pension Plan. The company shall have the right to deduct from all benefits
accrued and/or from payments made under this Section 7(c) any taxes required by
law to be paid or withheld.

                            (iii) AMOUNT OF BENEFIT. The Excess Pension Benefit
shall be an amount equal to the following:

                                   (A) the Executive's annual retirement benefit
                                   calculated under Section V of the Pension
                                   Plan, and payable in accordance with Section
                                   VI of the Pension Plan, notwithstanding any
                                   restrictions imposed by Sections XXI and XXII
                                   of the Pension Plan and notwithstanding the
                                   limitations provided in Section 415(b),
                                   415(e), and/or 401(a)(17) of the code, less


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                                    (B) the actual amount of annual retirement
                                    benefit calculated under Section V of the
                                    Pension Plan, and payable to the Executive
                                    in accordance with Section VI of the Pension
                                    Plan after application of any restrictions
                                    imposed by Sections XXI and XXII of the
                                    Pension Plan and the limitations provided in
                                    Sections 415(b), 415(e), and/or 401(a)(17)
                                    of the Code.

                            (iv) ACCRUED EXCESS PENSION BENEFIT. The Executive's
accrued Excess Pension Benefit (the "Accrued Excess Pension Benefit") on any
date prior to retirement shall equal the amount determined under Section 7(c)(i)
hereof based upon his "Compensation" (as defined in Section I of the Pension
Plan) and "Year of Service" (as defined in Section I of the Pension Plan as of
such date.

                            (v) EXCESS PENSION PRE-RETIREMENT DEATH BENEFIT. If
the Executive dies prior to the Commencement Date, any Accrued Excess Pension
Benefit shall be paid to the Executive's surviving spouse or, if there is no
surviving spouse, to the beneficiary, if any, designated pursuant to the terms
of the Pension Plan by the Executive to receive the Executive's retirement
benefits under the Pension Plan (the "Designated Beneficiary") (and if no such
beneficiary is designated, to the Executive's estate). Such benefits shall be
paid at the same time and in the same form as the death benefit provided under
the Pension Plan.

                            (vi) DEATH ON OR AFTER RETIREMENT. If the Executive
dies on or after the commencement Date, the Executive's surviving spouse or, if
there is no surviving spouse, the Designated Beneficiary (and if there is no
Designated Beneficiary, the Executive's estate) shall receive the Excess Pension
Benefit that the Executive would have received. Such benefit shall be paid at
the same time and in the same form as the payments the Executive would have
received.

                            (vii) SUSPENSION OF EXCESS PENSION BENEFIT. The
payment of an Excess Pension Benefit otherwise due on behalf of the Executive
shall be suspended for any calendar month in which his Pension Benefit under the
Pension Plan is suspended, provided that payment of an Excess Pension Benefit
which has been so suspended shall commence or resume when the Pension Benefits
under the Pension Plan resume. Notice of suspension of payment of any Excess
Pension Benefit shall be given to the Executive and such suspension of payment
shall be governed by procedures established by the administrator of the Pension
Plan.

               2. Section 7 shall be amended by the addition of a new Section
7(d), which shall read as follows:

                           "(d) CONTINUATION OF WELFARE BENEFITS. For a period
                  commencing with the month in which termination of employment
                  for other than Cause (as defined in the Agreement) shall have
                  occurred, and ending the later of the date of the Executive's
                  or the Executive's spouse's death, the Executive, his spouse
                  and any dependents shall continue to be entitled to receive
                  all health and dental care benefits under the company's
                  welfare benefit plans (within the meaning of Section 3(1) of
                  the Employee Retirement Income Security Act of 1974, as
                  amended), at no cost to the Executive and at the same level
                  that the Executive, his spouse and his dependents were
                  receiving or were entitled to receive at the time of
                  termination of employment (if and to the extent that such
                  benefits shall not be payable or provided under any Company
                  plan, the Company shall pay or provide equivalent benefits on
                  an individual basis)."

               3. Section 10 shall be deleted in its entirety, and in its place
shall be added the following:

                           "10. CHANGE IN CONTROL. If, and only if, the
                  Executive's employment is terminated following a Change in
                  Control of the Company (as that term is defined in the
                  Severance Agreement between the Executive and the Company,
                  dated the 1st day of January, 1999 (the

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                  "Severance Agreement")), the provisions in this Section shall
                  be superceded by the terms of the Severance Agreement and any
                  other applicable Company plan, policy, arrangement or
                  agreement (other than this Agreement)."

               4. Section 12 shall be deleted in its entirety.

               5. A new Section 12 shall be added, which shall read as follows:

                           "12. SOURCE OF PAYMENTS. All payments provided for in
                  this Agreement shall be paid in cash from the general funds of
                  the Company; provided, however, such payments shall be reduced
                  by the amount of any payments made to the Executive or the
                  Executive's dependents, beneficiaries, or estate from any
                  trust or special or separate fund established by the Company
                  to assure such payments. The Company shall not be required to
                  establish a special or separate fund or other segregation of
                  assets to assure such payments, and, if the company shall make
                  any investments to aid it in meeting its obligations
                  hereunder, the Executive shall have no right, title, or
                  interest whatsoever in or to any such investments except as
                  may otherwise be expressly provided in a separate written
                  instrument relating to such investments. Nothing contained in
                  this Agreement, and no action taken pursuant to its
                  provisions, shall create or be construed to create a trust of
                  any kind or a fiduciary relationship between the Company and
                  the Executive or any other person. To the extent that any
                  person acquires a right to receive payments from the Company
                  pursuant to this Agreement, such right shall be no greater
                  than the right of an unsecured creditor of the Company."

               All the provisions of the Agreement not specifically mentioned in
this First Amendment shall be considered modified to the extent necessary to be
consistent with the changes made in this First Amendment.

Date:  ______________________________              The Company

                                                   By __________________________
                                                      Its

                                                   The Executive

                                                     ___________________________




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