<PAGE>
 
                                   FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D. C. 20549

(Mark One)

[X]          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934
 
For quarterly period ended                March 31, 1998
                           ---------------------------------------------
 
            OR
 
[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) 
          OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from                    to
                              --------------------   -------------------

Commission file number                        0-1160
                      --------------------------------------------------
 
                          THE PROVIDENCE GAS COMPANY
------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

 
             Rhode Island                                05-0203650
------------------------------------------------     -------------------
(State or other jurisdiction of incorporation         (I.R.S. Employer
             or organization)                        Identification No.)

 
             100 Weybosset Street, Providence, Rhode Island  02903
------------------------------------------------------------------------
                   (Address of principal executive offices)
(Zip Code)

                                 401-272-5040
------------------------------------------------------------------------
              Registrant's telephone number, including area code

     Indicate by checkmark 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  [_].
      


Common Stock, $1.00 par value; 1,243,598 shares outstanding at May 13, 1998.
----------------------------------------------------------------------------
<PAGE>
 
                          THE PROVIDENCE GAS COMPANY
                                   FORM 10-Q
                                MARCH 31, 1998



PART I:          FINANCIAL INFORMATION                            PAGE

Item 1           Financial Statements

                 Consolidated Statements of Income for the            
                 three, six and twelve months ended                   
                 March 31, 1998 and 1997                           I-1
                                                                      
                 Consolidated Balance Sheets as of                    
                 March 31, 1998, March 31, 1997 and                   
                 September 30, 1997                                I-2
                                                                      
                 Consolidated Statements of Cash Flows for the        
                 six months ended March 31, 1998 and 1997          I-3
                                                                      
                 Consolidated Statements of Capitalization as of      
                 March 31, 1998, March 31, 1997 and                   
                 September 30, 1997                                I-4
                                                                      
                 Notes to Consolidated Financial Statements        I-5 

Item 2           Management's Discussion and Analysis of
                 Financial Condition and Results of Operations     I-9

PART II:         OTHER INFORMATION

Item 4           Submission of Matters to a Vote of Security
                 Holders                                          II-1

Item 6           Exhibits and Reports on Form 8-K                 II-1

                 Signature                                        II-2
<PAGE>
 
PART I.  FINANCIAL INFORMATION
------   ---------------------
ITEM 1.  FINANCIAL STATEMENTS
------   --------------------


                           THE PROVIDENCE GAS COMPANY
                       --------------------------------- 
                       CONSOLIDATED STATEMENTS OF INCOME
                       --------------------------------- 
                         FOR THE PERIODS ENDED MARCH 31
                       --------------------------------- 
                                  (Unaudited)
                                  -----------
<TABLE>
<CAPTION>
 
                                      THREE MONTHS            SIX MONTHS           TWELVE MONTHS    
                                  -------------------    -------------------    -------------------   
                                    1998       1997        1998       1997        1998       1997    
                                  --------   --------    --------   --------    --------   --------
                                               (thousands, except per share amounts)
<S>                               <C>        <C>         <C>        <C>         <C>        <C>     
                                                                                
Operating revenues                $ 73,686   $ 76,590    $132,886   $138,263    $205,296   $212,333 
Cost of gas sold                    37,151     44,616      69,484     80,289     106,552    121,032 
                                  --------   --------    --------   --------    --------   -------- 
Operating margin                    36,535     31,974      63,402     57,974      98,744     91,301 
                                  --------   --------    --------   --------    --------   -------- 
Operating expenses:                                                                                  
  Operation and                                                                                      
    maintenance                     12,201     12,472      23,519     23,476      47,178     47,041 
  Depreciation and                                                                                    
     amortization                    3,457      3,146       6,911      6,165      13,151     12,155 
  Taxes-                                                                                                            
    State gross earnings             2,189      2,301       3,945      4,071       5,897      6,226
    Local property and                                                                                 
      other                          2,095      2,026       3,974      3,715       7,692      7,137               
    Federal income                   5,029      3,461       7,275      5,763       6,001      3,995  
                                  --------   --------    --------   --------    --------   --------  
Total operating                                                                  
  expenses                          24,971     23,406      45,624     43,190      79,919     76,554
                                  --------   --------    --------   --------    --------   --------  
                                                                                                      
Operating income                    11,564      8,568      17,778     14,784      18,825     14,747  
Other, net                             147        179         304        251         424        469 
                                  --------   --------    --------   --------    --------   --------
Income before                                                                                          
  interest expense                  11,711      8,747      18,082     15,035      19,249     15,216                        
                                  --------   --------    --------   --------    --------   --------   
Interest expense:                                                                                     
  Long-term debt                     1,482      1,512       2,972      3,032       5,982      6,084   
  Other                                467        477         993        826       1,776      1,352   
  Interest capitalized                 (72)       (56)       (154)       (95)       (279)      (155)  
                                  --------   --------    --------   --------    --------   --------   
                                     1,877      1,933       3,811      3,763       7,479      7,281   
                                  --------   --------    --------   --------    --------   --------   
Net income                           9,834      6,814      14,271     11,272      11,770      7,935                       
                                                                                                        
Dividends on                                                                                            
 preferred stock                      (139)      (174)       (278)      (348)       (556)      (696)  
                                  --------   --------    --------   --------    --------   --------   
Net income applicable                                                                                   
  to common stock                 $  9,695   $  6,640    $ 13,993   $ 10,924    $ 11,214   $  7,239                       
                                  ========   ========    ========   ========    ========   ========   
Earnings per common                                                                                     
 share                               $7.79      $5.34      $11.25      $8.78       $9.01      $5.82   
                                  ========   ========    ========   ========    ========   ========   
Dividends paid per                                                                                    
 common share                         $.96       $.96       $1.92      $1.92       $3.84      $3.80   
                                  ========   ========    ========   ========    ========   ========   
Weighted average common                                                                                
  shares outstanding               1,243.6    1,243.6     1,243.6    1,243.6     1,243.6    1,243.6   
                                  ========   ========    ========   ========    ========   ========   
                                                                                
</TABLE>                                                                        
                                                                                


                                      I-1
<PAGE>
 
                           THE PROVIDENCE GAS COMPANY
                          ---------------------------
                          CONSOLIDATED BALANCE SHEETS
                          ---------------------------
                                  (Thousands)
<TABLE>
<CAPTION>
 
                                                       (Unaudited)
                                           -----------------------------------
                                           March 31,  March 31,  September 30,
                                             1998       1997         1997
                                           ---------  ---------  -------------
<S>                                        <C>        <C>        <C>
ASSETS
------
Gas plant, at original cost                 $300,644   $278,727    $290,614
 Less - Accumulated depreciation                                  
    and utility plant acquisition                                 
     adjustments                             114,632    103,528     108,478
                                            --------   --------    --------
                                             186,012    175,199     182,136
                                            --------   --------    --------
Current assets:                                                   
 Cash and temporary cash investments             727      1,846         778
 Accounts receivable, less allowance of                           
  $2,845 at 3/31/98, $4,040 at 3/31/97                            
  and $1,739 at 9/30/97                       36,118     46,691      13,120
 Unbilled revenues                             6,182      8,151       2,658
 Deferred gas costs                                -      3,973       7,151
 Inventories, at average cost -                                   
  Liquefied natural gas, propane and                              
   underground storage                             8      7,631      18,001
  Materials and supplies                         959      1,095       1,166
 Prepaid and refundable taxes                  2,145      2,628       3,293
 Prepayments                                     678        497         966
                                            --------   --------    --------
                                              46,817     72,512      47,133
                                            --------   --------    --------
                                                                  
Deferred charges and other assets             12,262     12,800      12,874
                                            --------   --------    --------
                                                                  
  Total assets                              $245,091   $260,511    $242,143
                                            ========   ========    ========
CAPITALIZATION AND LIABILITIES                                    
------------------------------                                    
Capitalization                              $164,730   $162,061    $157,012
                                            --------   --------    --------
(See accompanying statement)                                      
Current liabilities:                                              
 Notes payable                                15,600     30,250      20,410
 Current portion of long-term debt             3,650      2,420       3,707
 Accounts payable                             11,083     17,855      16,114
 Accrued taxes                                 8,102      7,369       2,529
 Accrued vacation                              1,801      1,878       1,658
 Customer deposits                             3,230      3,613       3,430
 Other                                         3,928      3,832       4,639
                                            --------   --------    --------
                                              47,394     67,217      52,487
                                            --------   --------    --------
Deferred credits and reserves:                                    
 Accumulated deferred Federal                                     
  income taxes                                21,048     20,323      20,598
 Unamortized investment tax credits            2,275      2,432       2,354
 Other                                         9,644      8,478       9,692
                                            --------   --------    --------
                                              32,967     31,233      32,644
                                            --------   --------    --------
Commitments and contingencies                      -          -           -
                                                                  
Total capitalization and liabilities        $245,091   $260,511    $242,143
                                            ========   ========    ========
 
</TABLE>



                                      I-2
<PAGE>
 
                           THE PROVIDENCE GAS COMPANY
                     -------------------------------------
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                     -------------------------------------
                       FOR THE SIX MONTHS ENDED MARCH 31
                     -------------------------------------
                                  (Unaudited)
                                  -----------
<TABLE>
<CAPTION>
 
                                                        1998            1997
                                                      ---------       --------
                                                       (Thousands of Dollars)
<S>                                                 <C>              <C>
Cash provided by (used for)
Operating Activities:
---------------------
  Net income                                          $ 14,271       $ 11,272
  Items not requiring cash:                                                  
    Depreciation and amortization-plant                  6,975          6,228
    Changes as a result of regulatory                                        
      actions                                            1,500              -
    Deferred Federal income taxes                          450            420
    Amortization of investment tax credits                 (79)           (78)
  Changes in assets and liabilities                                          
    which provided (used) cash:                                              
      Accounts receivable                               (5,082)       (32,690)
      Unbilled revenues                                 (3,524)        (5,818)
      Deferred gas costs                                    (2)         9,155
      Inventories                                          199          8,219
      Prepaid and refundable taxes                       1,148            587
      Prepayments                                          290            968
      Accounts payable                                     469          1,375
      Accrued taxes                                      5,573          5,502
      Accrued vacation, customer deposits                                    
        and other                                         (768)        (1,304)
      Deferred charges and other                           525          1,179
                                                      --------       --------
                                                                             
  Net cash provided by operations                       21,945          5,015
                                                      --------       --------
Investing Activities:                                                        
---------------------                                                        
  Expenditures for property, plant and                                       
    equipment, net                                     (10,766)        (8,752)
                                                      --------       --------
Financing Activities:                                                        
---------------------                                                        
  Proceeds from other long-term debt                         -          1,345
  Payments on long-term debt                            (2,153)        (1,799)
  Increase(decrease) in notes payable, net              (4,810)         9,450
  Redemption of preferred stock                         (1,600)        (1,600)
  Cash dividends on common shares                       (2,389)        (2,388)
  Cash dividends on preferred shares                      (278)          (348)
                                                      --------       --------
  Cash provided by (used for)                                                
    financing activities                               (11,230)         4,660
                                                      --------       --------
Increase (decrease) in cash and temporary                                    
 cash investments                                          (51)           923
Cash and temporary cash investments at                                       
 beginning of period                                       778            923
                                                      --------       --------
Cash and temporary cash investments at                                       
 end of period                                        $    727       $  1,846
                                                      ========       ========
                                                                             
Supplemental disclosures of cash flow information:                           
 Cash paid during the period -                                               
   Interest (net of amount                                                   
     capitalized)                                     $  3,790       $  3,682
   Income taxes (net of refunds)                      $  1,536       $    966
 Schedule of noncash investing and financing                                 
   activities:                                                               
     Capital lease obligation for                                            
       equipment                                      $      -       $    232
     Other long-term debt for equipment               $      -       $    495 
 
</TABLE>

                                      I-3
<PAGE>
 
                           THE PROVIDENCE GAS COMPANY
                           --------------------------
                   CONSOLIDATED STATEMENTS OF CAPITALIZATION
                   -----------------------------------------
                                  (THOUSANDS)
                                  -----------
<TABLE>
<CAPTION>
 
                                                      (Unaudited)
                                          -----------------------------------
                                          March 31,  March 31,  September 30,
                                            1998        1997         1997
                                          ---------  -----------  -----------
<S>                                       <C>        <C>          <C>
 
Common stock equity:
 Common stock, $1 par                                              
  Authorized - 2,500 shares                                        
  Outstanding -1,244 at 3/31/98,                                   
   3/31/97 and 9/30/97                     $  1,244     $  1,244   $  1,244
 Amount paid in excess of par                37,495       37,607     37,685
 Retained earnings                           50,915       44,479     39,311
                                           --------     --------   --------
Total common stock equity                    89,654       83,330     78,240
                                           --------     --------   --------
                                                                   
Cumulative preferred stock:                                        
                                                                   
 Redeemable 8.70% Series, $100 par                                 
 Authorized -80 shares                                             
 Outstanding -48 shares at 3/31/98 and                             
  64 shares at 3/31/97 and 9/30/97            4,800        6,400      6,400
                                           --------     --------   --------
Long-term debt:                                                    
                                                                   
 First mortgage bonds                        69,600       71,200     71,200
 Other long-term debt                         2,897        1,840      3,207
 Capital leases                               1,429        1,711      1,672
                                           --------     --------   --------
                                                                   
Total long-term debt                         73,926       74,751     76,079
                                                                   
Less current portion                          3,650        2,420      3,707
                                           --------     --------   --------
                                                                   
Long-term debt, net                          70,276       72,331     72,372
                                           --------     --------   --------
                                                                   
Total capitalization                       $164,730     $162,061   $157,012
                                           ========     ========   ========
 
</TABLE>



                                      I-4
<PAGE>
 
               THE PROVIDENCE GAS COMPANY

        Notes to Consolidated Financial Statements


Accounting Policies
-------------------

     It is the Registrant's opinion that the financial information contained in
this report reflects all normal, recurring adjustments necessary to a fair
statement of the results for the periods reported; however, such results are not
necessarily indicative of results to be expected for the year, due to the
seasonal nature of the Registrant's operations.  Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted in this Form 10-Q pursuant to the rules and regulations of the
Securities and Exchange Commission.  However, the disclosures herein when read
with the annual report for 1997 filed on Form 10-K are adequate to make the
information presented not misleading.


Rates and Regulation
--------------------

  The Registrant is subject to the regulatory jurisdiction of the Rhode Island
Public Utilities Commission (RIPUC) with respect to rates and charges, standards
of service, accounting and other matters.  In August 1997, the RIPUC approved
the Price Stabilization Plan Settlement Agreement, (the Plan or Energize RI)
among the Registrant, the Rhode Island Division of Public Utilities and Carriers
(the Division), The Energy Council of Rhode Island, and the George Wiley Center.
Effective October 1, 1997 through September 30, 2000, Energize RI provides
customers with an initial price decrease of approximately four percent and a
three-year price freeze.  In connection with the price decrease, the Registrant
will write-off and not recover $1.5 million of previously deferred gas costs.
Under Energize RI, the Gas Charge Clause (GCC) will be suspended for the entire
three-year term of the Plan.  Any excess or deficiency between amounts billed
and actual gas costs incurred will be retained or borne by the Registrant.
Energize RI also requires the Registrant to make significant capital investments
to improve its distribution system. Capital investments required by Energize RI
are estimated to total approximately $26 million over its three-year term. In
addition, the Registrant is required to fund the Demand Side Management Rebate
Assistance Program and the Low Income Weatherization Program at annual levels of
$.5 million and $.2 million, respectively. Energize RI also calls for the
Registrant to fund the Low Income Assistance Program at an annual level of $1.0
million. Finally, Energize RI continues the process of unbundling by requiring
the Registrant to provide unbundled service offerings for up to 10 percent per
year of firm system throughput.

     As part of Energize RI, the Registrant will amortize over a ten year period
approximately $4.0 million of environmental costs previously charged to the
accumulated depreciation reserve.  All environmental costs incurred during the
term of Energize RI will also be amortized over a ten year period.

     Under Energize RI the Registrant may earn up to 10.9 percent annually on
its average common equity of up to $81.0 million, $86.2 million and $92.0
million in fiscal 1998, 1999, and 2000, respectively. In addition, the
Registrant may not earn less than a 7 percent return on average common equity
under the Plan. In the event that the Registrant earns in excess of 10.9 percent
or less than 7 percent, the Registrant will defer revenues or costs through a
deferred revenue account over the term of the Plan. Any balance in the deferred
revenue account at the end of the Plan will be refunded to or recovered from
customers in a manner determined by all parties and approved by the RIPUC.



                                      I-5
<PAGE>
 
  The Integrated Resource Plan (IRP) will be terminated as a result of Energize
RI.  In addition to the funding for the demand side management program and low
income weatherization and assistance programs, the IRP provided for a
performance-based ratemaking mechanism.  The Registrant was able to record its
annual share of the performance-based ratemaking mechanism in both 1997 and
1996, which resulted in a $1.5 million increase to operating margin in each of
those years.  As part of the performance-based ratemaking mechanism, the
Registrant was allowed to record approximately $3.0 million in non-firm margin,
subject to the Registrant's ability to generate sufficient gas cost savings for
customers.  In both fiscal 1997 and 1996, the Registrant achieved enough savings
to earn $3.0 million in non-firm margin in each of those years.  As a result of
Energize RI, the Registrant will only retain the actual margin earned from non-
firm customers.

Gas Supply
----------

     The Registrant has entered into a full requirements contract with Duke
Energy Trading and Marketing, LLC (DETM) to provide all of its gas supply needs
beginning October 1, 1997 and continuing through September 30, 2000. DETM will
provide all gas supplies required by the Registrant, while the Registrant is
committed to purchase all supplies exclusively from DETM. Supplies required by
the Registrant's firm sales customers will be purchased at a single, fixed
commodity price for the entire contract period. In order to provide this
service, DETM, for the contract period, will take responsibility for the
Registrant's pipeline capacity resources not previously released, all storage
contracts and all LNG capacity. Under the contract, DETM has purchased all
working gas in storage including both LNG and contract storage as of October 1,
1997. Gas inventories purchased were valued at approximately $18 million. All
supply resources assigned to DETM will revert back to the Registrant on October
1, 2000. The contract was entered into following a competitive bidding process.

     As well as providing supply for firm customers at a fixed price, DETM will
provide gas at market prices to cover the Registrant's non-firm sales customer's
needs and to make up the supply imbalances of transportation customers.  DETM
will also provide various other services to the Registrant's transportation
service customers including enhanced balancing, standby and the storage and
peaking services available under the Registrant's recently approved FT-2 storage
service effective December 1, 1997.  DETM will receive the supply related
revenues from these services in exchange for providing the supply management
inherent in these services.

     Included in the DETM contract are a number of other important features. The
Registrant has retained the right to continue to make portfolio changes to
reduce supply costs. To the extent the Registrant makes such changes the
Registrant must keep DETM whole for the value lost over the remainder of the
contract period. The contract relieves the Registrant of the need to perform
certain upstream supply management functions which will make it possible for the
Registrant to take on the additional supply management workload required by the
further unbundling of firm sales customers without major staffing additions.


Environmental Matters
---------------------

     Federal, state and local laws and regulations establishing standards and
requirements for the protection of the environment have increased in number and
in scope within recent years.  The Registrant cannot predict the future impact
of such standards and requirements which are subject to change and can take
effect retroactively.  The Registrant continues to monitor the status of these
laws and regulations.  Such monitoring involves the review of past activities
and current operations, and may include expending funds


                                      I-6
<PAGE>
 
to investigate or clean-up certain sites.  To the best of its knowledge, subject
to the following, the Registrant believes it is in substantial compliance with
such laws and regulations.

     At March 31, 1998, the Registrant is aware of four sites at which future
costs may be incurred.

     The Registrant has been designated as a potentially responsible party (PRP)
under the Comprehensive Environmental Response Compensation and Liability Act of
1980 at two sites at Plympton, Massachusetts on which waste material is alleged
to have been deposited by disposal contractors employed in the past either
directly or indirectly by the Registrant and other PRP's.  With respect to one
of the Plympton sites, the Registrant has joined with other PRP's in entering
into an Administrative Consent Order with the Massachusetts Department of
Environmental Protection.  The costs to be borne by the Registrant, in
connection with both Plympton sites, are not anticipated to be material to the
financial condition of the Registrant.

     During 1995, the Registrant voluntarily began a study at its primary gas
distribution facility located in Providence, Rhode Island.  This site formerly
contained a manufactured gas plant operated by the Registrant.  As of March 31,
1998, approximately $1.9 million has been spent primarily on studies at this
site.  In accordance with state laws, such a voluntary study is monitored by the
Rhode Island Department of Environmental Management (DEM).  The purpose of this
study was to determine the extent of environmental contamination at this site.
The Registrant has completed the study which indicated that remediation will be
required for two-thirds of the property.  The remediation will begin in May of
1998 and will continue for a duration of three to six months.  During the
remediation process the remaining one-third of the property will also be
investigated and remediated if necessary.  At March 31, 1998, the Registrant has
compiled a preliminary range of costs based on remediation alternatives, ranging
from $1.7 million to in excess of $5.0 million.  However, because of the
uncertainties associated with environmental assessment and remediation
activities, the future cost of remediation could be higher than the alternatives
noted above.  Based on the proposals for remediation work, the Registrant has
accrued $1.7 million at March 31, 1998 for anticipated future remediation costs
at this site.

     Tests conducted following the discovery in 1996 of an abandoned underground
oil storage tank at the Registrant's Westerly, Rhode Island operations center
confirmed the existence of contaminants at this site.  The Registrant is
currently conducting tests at this site, the costs of which are being shared
equally with the prior owner, to determine the nature and extent of the
contamination.  Due to the early stages of investigation, management cannot
offer any conclusions as to whether any remediation will be required at this
site.  In addition, in the first quarter of 1997, contamination from scrapped
meters and regulators was discovered at this site.  The Registrant has reported
this to the DEM and the Rhode Island Department of Health and is in the process
of remediation.  It is anticipated that remediation will cost $50,000.
Accordingly, the Registrant has accrued $50,000 at March 31, 1998 for
anticipated future remediation costs.

     In prior rate cases filed, the Registrant requested that environmental
investigation and remediation costs be recovered by inclusion in its
depreciation factors consistent with the rate recovery treatment for all types
of cost of removal.  Accordingly, environmental investigation costs of
approximately $2.1 million and an estimated $1.7 million for environmental
remediation costs have been charged to the accumulated depreciation reserve at
March 31, 1998.

     Due to the magnitude of the Registrant's environmental investigation and
remediation expenditures, the Registrant sought current recovery for these


                                      I-7
<PAGE>
 
amounts.  As a result, in accordance with the Price Stabilization Plan
Settlement Agreement described in "Rates and Regulation", which became effective
                                   --------------------                         
October 1, 1997, all environmental investigation and remediation costs incurred
through September 30, 1997, as well as all costs incurred during the three-year
term of the Plan, will be amortized over a ten-year period.  Additionally, it is
the Registrant's practice to consult with the RIPUC on a periodic basis when, in
management's opinion, significant amounts might be expended for environmental-
related costs.

     Management has begun discussions with other parties who may assist the
Registrant in paying any future costs at the above sites. Management believes
that its program for managing environmental issues, combined with rate recovery
and financial contributions from others, will likely avoid any material adverse
effect on its results of operations or its financial condition as a result of
the ultimate resolution of the above sites.

New Accounting Pronouncements
-----------------------------

     In October 1997, the Registrant adopted the Statement of Financial
Accounting Standards (SFAS) No. 128, "Earnings per Share", which is effective
for financial statements issued for periods ending after December 15, 1997. SFAS
No. 128 replaces the presentation of primary earnings per share with the
presentation of basic earnings per share on the face of the income statement.
Basic earnings per share excludes dilution and is calculated by dividing income
available to common stockholders by the weighted average number of common shares
outstanding for the period. Basic earnings per share and diluted earnings per
share are the same for all periods presented. Earnings per share for the prior
periods presented have been unchanged when calculated under SFAS No. 128.

     Effective October 1, 1997, the Registrant adopted the provisions of
Statement of Position (SOP) 96-1, "Environmental Remediation Liabilities". This
Statement provides authoritative guidance for recognition, measurement, display
and disclosure of environmental remediation liabilities in financial statements.
The Registrant has recorded environmental remediation liabilities of
approximately $1.7 million at March 31, 1998. SOP 96-1 did not have an impact on
the Registrant's financial position or results of operations upon adoption. Also
see "Environmental Matters".
     ---------------------

     In June 1997, the Financial Accounting Standards Board issued SFAS No. 130,
"Reporting Comprehensive Income" and SFAS No. 131, "Disclosures about Segments
of an Enterprise and Related Information".  SFAS No. 130, which is effective for
fiscal years beginning after December 15, 1997, requires that an enterprise (a)
classify items of other comprehensive income by their nature in a financial
statement and (b) display the accumulated balance of other comprehensive income
separately from retained earnings and additional paid-in capital in the equity
section of a statement of financial position.  SFAS No. 131, which is effective
for fiscal years beginning after December 15, 1997, requires that a public
business enterprise report financial and descriptive information about its
reportable operating segments.  These statements require additional disclosure
only and will not effect the financial position or results of operations of the
Registrant.

                                      I-8
<PAGE>
 
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         -----------------------------------------------------------
         AND RESULTS OF OPERATIONS
         -------------------------

The Providence Gas Company (the Registrant) and its subsidiary and their
representatives may from time to time make written or oral statements, including
statements contained in the Registrant's filings with the Securities and
Exchange Commission (SEC), which constitute or contain "forward-looking"
statements as that term is defined in the Private Securities Litigation Reform
Act of 1995 or by the SEC in its rules, regulations, and releases. All
statements other than statements of historical facts included in this quarterly
report regarding the Registrant's financial position and strategic initiatives
and addressing industry developments are forward-looking statements.  Where, in
any forward looking statement, the Registrant, or its management, expresses an
expectation or belief as to future results, such expectation or belief is
expressed in good faith and believed to have a reasonable basis, but there can
be no assurance that the statement of expectation or belief will result or be
achieved or accomplished.  Factors which could cause actual results to differ
materially from those anticipated include, but are not limited to: general
economic, financial and business conditions; changes in, or the failure to
comply with, government regulations; competition in the energy services sector;
regional weather conditions; the availability and cost of natural gas;
development and operating costs; the success and costs of advertising and
promotional efforts; the availability and terms of capital; the business
abilities and judgment of personnel; the ability of the Registrant to acquire
and implement computer software that will be Year 2000 compliant; unanticipated
environmental liabilities; the costs and effects of unanticipated legal
proceedings; the impacts of unusual items resulting from ongoing evaluations of
business strategies and asset valuations; and changes in business strategy.

RESULTS OF OPERATIONS

     The Registrant's operating revenues, operating margin and net income
applicable to common stock for the three, six and twelve months ended March 31,
1998 and for comparable periods ended March 31, 1997 are as follows:

(thousands where applicable)

<TABLE>
<CAPTION>
 
 
                             Three Months        Six Months        Twelve Months
                            Ended March 31     Ended March 31      Ended March 31
                             1998     1997     1998      1997      1998      1997
                           -------  -------  --------  --------  --------  --------
<S>                        <C>      <C>      <C>       <C>       <C>       <C>
 
Operating revenues         $73,686  $76,590  $132,886  $138,263  $205,296  $212,333
                           =======  =======  ========  ========  ========  ========
 
Operating margin           $36,535  $31,974  $ 63,402  $ 57,974  $ 98,744  $ 91,301
                           =======  =======  ========  ========  ========  ========
Net income applicable
  to common stock          $ 9,695  $ 6,640  $ 13,993  $ 10,924  $ 11,214  $  7,239
                           =======  =======  ========  ========  ========  ========
</TABLE>

Operating Margin
----------------

     During the latest quarter, the Registrant experienced weather that was 11.0
percent warmer than the same quarter last year. The warmer temperatures resulted
in decreased margin of approximately $3.6 million compared to the same quarter
last year. Offsetting the warmer than normal weather is $5.5 million of margin
generated by Energize RI, which became effective October 1, 1997. This
additional margin resulted from freezing the GCC mechanism used previously to
adjust for the over or underrecovery of gas costs was approximately $5.9 million
and was offset by the funding of the IRP programs

                                      I-9
<PAGE>
 
of approximately $400,000. Also offsetting the warmer than normal weather is the
impact Energize RI has as a result of no longer recording revenues using
seasonal embedded gas cost factors. When compared to the same quarter last year
when seasonal gas cost factors were being used, operating margin has increased
approximately $2.7 million. The effect of this increase, however, will reverse
in subsequent quarters and will have no impact on annual earnings.

     During the current year, weather has been 3.7 percent warmer than the same
period last year. The warmer temperatures resulted in decreased margin of
approximately $2.9 million compared to last year. Offsetting the warmer than
normal weather is $6.3 million of margin generated by Energize RI. The
additional margin which resulted from freezing the GCC mechanism used previously
to adjust for the over or underrecovery of gas costs was approximately $8.7
million and was offset by the write-off of $1.5 million of previously deferred
gas costs and funding of the IRP programs of approximately $900,000. When
compared to the same period last year when seasonal gas cost factors were being
used, operating margin has increased approximately $3.1 million. The effect of
this increase, however, will reverse in subsequent quarters and will have no
impact on annual earnings.

     Additionally, non-firm margin decreased $1.0 million during the first half
of fiscal year 1998 when compared with the first half of fiscal 1997. Prior to
Energize RI, the Registrant was allowed to record approximately $3.0 million in
non-firm margin under the terms of the Integrated Resource Plan, subject to the
Registrant's ability to generate sufficient gas cost savings for customers. As a
result of Energize RI, the Registrant retains the actual non-firm margin earned.
Due to an unfavorable pricing difference between natural gas and alternate
fuels, the Registrant experienced a decrease in non-firm sales and 
transportation margin. This decrease is expected to continue during the
remainder of the fiscal year.

  The increase in operating margin for the twelve month periods presented is
primarily due to the reasons stated above.

Operating and Maintenance Expenses
----------------------------------

  Overall, operating and maintenance expenses were stable for the periods
presented.

Depreciation and Amortization Expenses
--------------------------------------

     Depreciation and amortization expense increased approximately $300,000 or
9.9 percent for the three months ended March 31, 1998, approximately $700,000,
or 12.1 percent for the six months ended March 31, 1998 and approximately $1.0
million or 8.2 percent for the twelve months ended March 31, 1998, versus the
same periods last year. These increases are the result of capital spending and
the amortization of previously deferred environmental costs. Effective October
1, 1997 the Registrant began amortizing environmental costs over a ten-year
period in accordance with Energize RI.

Taxes
-----

     Taxes increased approximately $1.5 million or 19.6 percent for the three
months ended March 31, 1998, approximately $1.6 million or 12.1 percent for the
six months ended March 31, 1998 and approximately $2.2 million or 12.9 percent
for the twelve months ended March 31, 1998, versus the same periods last year.
The overall increase in taxes is primarily due to increases in Federal income
taxes as a result of higher pretax income this year compared to last year.
Additionally, local property and other taxes have increased as result of capital
spending during the last year.


                                     I-10
<PAGE>
 
Interest Expense
----------------

     Interest expense decreased approximately $56,000 or 2.9 percent for the
three months ended March 31, 1998, and increased approximately $48,000 or 1.3
percent for the six months ended March 31, 1998 and approximately $200,000 or
2.7 percent during the twelve months ended March 31, 1998, versus the same
periods last year. During the prior year, interest expense was impacted by
accrued interest on the over or under recovery of gas costs that was due to or
from ratepayers. Effective October 1, 1997, the Registrant froze the GCC
mechanism in connection with Energize RI. During the three-year term of the
Plan, the Registrant will no longer accrue interest on the over or under
collection of gas costs from ratepayers.

Future Outlook
--------------

A)   Regulatory

     Under Energize RI, the Registrant may earn up to 10.9 percent annually on
its average common equity of up to $81.0 million, $86.2 million, and $92.0
million in fiscal 1998, 1999 and 2000, respectively. In addition, the Registrant
may not earn less than a seven percent return on average common equity. In the
event the Registrant earns in excess of 10.9 percent or less than seven percent,
the Registrant will defer revenues or costs through a deferred revenue account.
Any balance in the deferred revenue account at the end of the Plan will be
refunded to or recovered from customers in a manner to be approved by the RIPUC.

     Despite the increase in earnings for the current quarter and year to date,
the Registrant expects earnings for the year to be significantly less than last
year as a result of extremely warmer temperatures in the region. It is important
to note that due to the Energize RI Plan, quarterly earnings and year to date
earnings for this year versus last year will not be comparable due to the
shifting of gas costs from the first half of this year to the second half and
timing of expenses associated with investments included in the plan. These
factors will result in higher earnings for the first half of the year and lower
earnings for the last half of the year.


     In May 1996, the RIPUC approved a Rate Design Settlement Agreement among
the Registrant, the Division, TEC-RI, and a consortium of oil heat
organizations. The Agreement began a process of unbundling natural gas service
in Rhode Island, enabling customers to choose their gas suppliers. The Agreement
went into effect in June 1996. The initial step was available to approximately
120 of the largest commercial and industrial customers. In August 1997, the
RIPUC approved a plan, called "Business Choice", to further unbundle services to
an additional 3,400 medium and large commercial and industrial customers. The
Registrant commenced Business Choice in December 1997. At March 31, 1998, the
Registrant had approximately 1,000 firm transportation customers.

     Energize RI continues the process of unbundling by requiring the Registrant
to provide unbundled service offerings for up to 10 percent per year of firm
system throughput.


Liquidity and Capital Resources
-------------------------------

     The Registrant meets seasonal cash requirements and finances its capital
expenditures program on an interim basis through short-term borrowings.
Management believes its available financings are sufficient to meet these
seasonal needs.

     During the current six month period, the Registrant's cash flow from
operations increased approximately $16.9 compared to the same period last year.
This increase is primarily due to the sale of the Registrant's working

                                     I-11
<PAGE>
 
gas in storage to Duke Energy Trading and Marketing as well as additional margin
generated by Energize RI. The additional cash flows resulting from Energize RI
have enabled the Registrant to avoid seasonal short-term borrowings during the
current fiscal year.

     Capital expenditures for the year to date period of $10.8 million increased
$2.0 million or 23.0 percent when compared to the $8.8 million last year. As a
result of Energize RI, the Registrant is committed to making significant capital
improvements to its distribution system during the Plan's three-year term. These
improvements will expand the distribution system into economically developing
areas of Rhode Island as well as accelerate the replacement of mains and
services. Capital expenditures for the remainder of the fiscal year are expected
to be approximately $21.9 million. Anticipated capital expenditures during the
next three years are expected to total approximately $80 million.

     To finance capital expenditures, the Registrant issued $15 million in First
Mortgage bonds in April 1998 at 6.82 percent.  These bonds require semi-annual
interest payments and a lump sum repayment of principal in 20 years.

     During the next two years, the Registrant plans to upgrade significant
portions of its computer software in connection with its decision to move
towards a client server environment. The replacement of the software will
provide the additional functionality necessary as the Registrant's business
environment continues to change. The new software will also be Year 2000
compliant.  The Registrant is continuing to assess its remaining computer
applications for Year 2000 compliance and is currently unable to assess what
impact future modifications, if any, will have on the Registrant's results of
operations.



                                     I-12
<PAGE>
 
         PROVIDENCE GAS COMPANY
         ----------------------


PART II.  OTHER INFORMATION
-------   -----------------

Item 4.  Submission of Matters to a Vote of Security Holders
-------  ---------------------------------------------------

     The annual meeting of shareholders for the Registrant's parent company,
Providence Energy Corporation, was held on January 15, 1998 and the following
nominees to the Registrant's Board of Directors were elected as Directors for
terms expiring at the time of the 2001 annual meeting by the following vote:

<TABLE>
<CAPTION>

<S>                         <C>                 <C>
 
  Mrs. M. Anne Szostak          4,517,895  FOR    68,693  WITHHELD
  Mr. Gilbert R. Bodell, Jr.    4,512,760  FOR    73,828  WITHHELD
  Mr. Paul F. Levy              4,521,998  FOR    64,590  WITHHELD
  Mr. W. Edward Wood            4,515,826  FOR    70,762  WITHHELD
</TABLE>

Item 6 (a).  Exhibits
---------------------

  10.  Management contract dated March 13, 1998 between James A. Grasso, Vice
President, Public and Government Affairs and the Registrant.

  27.  Financial Data Schedule

Item 6 (b).  Reports on Form 8-K
--------------------------------

  No reports on Form 8-K were filed during the quarter for which this report is
filed.



                                     II-1
<PAGE>
 
         THE PROVIDENCE GAS COMPANY
         --------------------------



     It is the opinion of management that the financial information contained in
this report reflects all adjustments necessary for a fair statement of results
for the period reported, but such results are not necessarily indicative of
results to be expected for the year, due to the seasonal nature of the
Registrant's gas operations.  All accounting policies and practices have been
applied in a manner consistent with prior periods.



            SIGNATURE
            ---------

     Pursuant to the requirements 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.



                                        The Providence Gas Company    
                                        (Registrant)                  
                                                                      
                                                                      
                                                                      
                                        BY:/s/Gary S. Gillheeney      
                                           --------------------------------
                                                                      
                                         GARY S. GILLHEENEY           
                                         Senior Vice President,       
                                         Chief Financial Officer, Treasurer,
                                         and Assistant Secretary



Date:  May 13, 1998
       ------------



                                     II-2