COMMONWEALTH OF MASSACHUSETTS 
 
IN THE YEAR ONE THOUSAND EIGHT HUNDRED AND FIFTY-THREE. 
 
AN ACT to incorporate the Pittsfield Coal Gas Company. 

      Be it enacted by the Senate and House of Representatives in General 
Court assembled, and by the authority of the same, as follows,-Section 1.  
George S. Willis, Henry Colt and Thomas F. Plunkett, their associates and 
successors, are hereby made a corporation, by the name of the Pittsfield 
Coal Gas Company; for the purpose of erecting gas works and manufacturing 
gas, in the town of Pittsfield, in the county of Berkshire, and supplying 
the said town and the inhabitants thereof with the same: with all the rights 
and privileges and subject to all the duties, liabilities and restrictions, 
set forth in the thirty-eighth and forty-fourth chapters of the Revised 
Ltatlio.-Section 2.  Said corporation may take and hold such real and 
personal estate, as may be necessary for the purpose aforesaid; but the 
capital stock of said company shall not exceed one hundred thousand dollars 
and no shares in the capital stock shall be issued for a less sum or amount, 
to be paid in on each, than the par value of the shares first issued.-
Section 3.  The said corporation, with the consent of the selectman of the 
said town, shall have power and authority to open the ground in any part of 
the streets, lanes and highways of the said town, for the purpose of sinking 
and repairing such pipes and conductors as it may be necessary to sink for 
the purpose aforesaid; and the said corporation after opening the ground in 
such streets, lanes and highways, shall be held to put the same in repair 
again, under the penalty of being prosecuted for a nuisance: provided that 
the said selectman for the time being, shall at all times have the power to 
regulate, restrict and control the acts and doings of the said corporation, 
which may in any manner affect the health, safety or convenience of the 
inhabitants of the said town.-Section 4.  This act shall take affect from 
and after its passage. 
 
House of Representatives, February 22, 1853. 
Passed to be enacted.  R.  /s/                 Speaker
                              ----------------

In Senate, February, 23, 1853. 
Passed to be enacted.  C. H. Warren, President 
 
February 23, 1853 
Approved.  John H. Clifford 



Robert W. Adam President, William R. Plunkett Treasurer, and 
Robert W. Adam 
Thomas F. Plunkett 
John R. Warriner 
George G. Willis 
 
being a majority of the Directors of The Berkshire Coal Gas Company in 
compliance with the provisions of the thirty-fourth section of chapter two 
hundred and twenty-four of the Acts of the year eighteen hundred and 
seventy, do hereby certify, that the capital stock of said Corporation has 
been increased by the amount of twelve thousand five hundred ($12,500) 
dollars, and that the same has been paid in. 

IN WITNESS WHEREOF, we have hereunto signed our names, this fifth day of 
February in the year eighteen hundred and seventy four. 

Robert W. Adam 
Thomas F. Plunkett 
J. R. Warriner 
George G. Willis 
W. R. Plunkett 
 
COMMONWEALTH OF MASSACHUSETTS 
 
Berkshire ss. February 5, 1874. 
Then personally appeared the above-named Robert W. Adam W. R. Plunkett 
Thomas F. Plunkett John R. Warriner George S. Willis and severally made oath 
that the foregoing certificate, by them subscribed, is true to the best of 
their knowledge and belief. 
 
Before me,  
/s/ Henry N. Newton
    -------------------------------
    Henry N. Newton 
Justice of the Peace 
 
 
Pittsfield Coal Gas Company 
Fee $6.26 paid. 
 
CERTIFICATE OF INCREASE OF CAPITAL 
ACTS OF 1870, CHAP. 224, SECT. 34. 
 
Filed in the office of the Secretary of the Commonwealth, February 9, 1874. 
 
I hereby approve the within writing Certificate, this Seventh day of 
February, A. D. Eighteen hundred and seventy-four. 
Dan A. Eleasen 
Commissioner of Corporations. 
 
Recorded. 
J.S.C. 2:161. 
 


Robert W. Adam President, William R. Plunkett Treasurer, and Robert W. Adam, 
William R. Plunkett Jackus, Jas W. Hull, and Geo H. Tucker, being a majority 
of the Directors of The Pittsfield Coal Gas Company in compliance with the 
provisions of the fifty-fourth section of chapter one hundred and ten of the 
Revised Laws, do hereby certify, that the capital stock of said Corporation 
has been increased by the amount of Sixty Two Thousand Five Hundred dollars, 
and that the same has been paid in. 

IN WITNESS WHEREOF, we have hereto signed our names, this Sixth day of 
September in the year nineteen hundred and two. 

Rob W. Adam, President. 
William R. Plunkett, Treasurer. 
W. G. Backus 
Rob W. Adam 
Jac W. Hull 
W. R. Plunkett 
Geo H. Tucker 
 
COMMONWEALTH OF MASSACHUSETTS 
 
Berkshire ss. Pittsfield Sept 6th 1902. 
Then personally appeared the above-named Robert W. Adam, William R. 
Plunkett, W. G. Backus, Jas W. Hull, and Geo H. Tucker and severally made 
oath that the foregoing certificate, by them subscribed, is true, to the 
best of their knowledge and belief. 
 
Before me, 

/s/ Human C. Nloms
    -------------------------------
    Human C. Nloms  
Justice of the Peace. 
 
 
Pittsfield Coal Gas Company 
In $31.25 paid 
 
CERTIFICATE OF INCREASE OF CAPITAL 
REVISED LAWS, CHAP. 110, SECT. 54 
 
Filed in the office of the Secretary of the Commonwealth, September 9, 1902. 
 
I hereby approve the within certificate, this Ninth day of September A. D. 
Nineteen hundred and two. 
William D.T. Trefry 
Commissioner of Corporations. 
 
Recorded Vol. 140, fr. ebo. 
 
RECEIVED 
SEP 9 - 1902 
CORPORATION DIVISION 
SECRETARY'S OFFICE 
 
COMMISSIONER OF 
SEP 
9 
1902 
CORPORATIONS



THE COMMONWEALTH OF MASSACHUSETTS 
DEPARTMENT OF CORPORATION AND TAXATION 
 
We, William L. Adam, President, Thomas F. Plunkett, Treasurer and William L. 
Adam, Thomas F. Plunkett, George H. Tucker, and Norman C. Hull, being a 
majority of the Directors of Pittsfield Coal Gas Company, in compliance with 
the provisions of section thirty-nine of chapter on hundred and fifty-eight 
as amended (Chapter 164 Section 10) of the General Laws, and all other 
pertinent provisions of law, do hereby certify that at a meeting of the 
stockholders called for the purpose and held on October 26, 1906 the capital 
stock of said corporation was increased by the amount of fifty thousand 
dollars, and that the same had been paid in on May 12, 1907. 
 
            The total amount of capital stock then already authorized was
                  twenty-five hundred   {shares common. 
 
            The amount of full paid capital stock then already issued for 
            cash was
                  twenty-five hundred   {shares common. 
 
            The amount of full paid capital stock then already issued for 
            property was
                                        {shares preferred.
                  none                  {shares common. 
 
            The amount of additional capital stock authorized as aforesaid 
            was
                                        {shares preferred.
                  five hundred          {shares common.

      IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto 
signed our names, this 29th day of July in the year 1932. 

William L. Adam, President. 
Thomas F. Plunkett, Treasurer. 
 
William L. Adam       )     Majority 
Thomas F. Plunkett    )        of 
George H. Tucker      )     Directors 
Norman C. Hull        ) 
 
 
Pittsfield Coal Gas Company 
[Including Fee $40.00 pd 
Validation fee $15 paid] 
 
CERTIFICATE OF INCREASE OF CAPITAL. 
GENERAL LAWS, CHAP. 164, SEC. 10 AND 
CHAP.. 158, SECTS 39 AND 41. 
 
Filed in the office of the Secretary of the Commonwealth August 1, 1932. 
 
I hereby approve the within certificate, this first day of August, A.D. 
1932. 
 
Henry T. Long 
Commissioner of Corporations and Taxation. 
 
RECEIVED 
AUG 1 - 1932 
CORPORATION DIVISION 
SECRETARY'S OFFICE 
 
DEPARTMENT OF 
A. M. AUG 1 - 1932 
CORPORATIONS AND TAXATION 
 
DEPARTMENT OF 
CORPORATIONS AND TAXATION 
A 
W AUG 1 - 1932 
M 
WITH FEE OF $40(87.50)CK 
 
 
THE COMMONWEALTH OF MASSACHUSETTS 
DEPARTMENT OF CORPORATIONS AND TAXATION 
 
We, William L. Adam, President, Thomas F. Plunkett, Treasurer and William L. 
Adam Thomas F. Plunkett, George H. Tucker, and Norman C. Hull being a 
majority of the Directors of Pittsfield Coal Gas Company,  in compliance 
with the provision of section thirty-nine of chapter one hundred and fifty-
eight as amended (Chapter 164 Section 10) of the General Laws, and all other 
pertinent provisions of law, do hereby certify that at a meeting of the 
stockholders called for the purpose and held on April 15, 1904 the capital 
stock of said corporation was increased by the amount of sixty thousand 
dollars, and that the same had all been paid in on May 10, 1906. 
 
            The total amount of capital stock then already authorized was
                  nineteen hundred      {shares common. 
 
            The amount of full paid capital stock then already issued for 
            cash was
                  nineteen hundred      {shares common. 
 
            The amount of full paid capital stock then already issued for 
            property was
                                        {shares preferred.
                  none                  {shares common. 
 
            The amount of additional capital stock authorized as aforesaid 
            was
                  six hundred           {shares common. 

      IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto 
signed our names, this 29th day of July in the year 1932. 
 
/s/ William L. Adam
    -------------------------------
    William L. Adam, President. 

/s/ Thomas F. Plunkett 
    -------------------------------
    Thomas F. Plunkett, Treasurer. 
 
William L. Adam       )         Majority 
Thomas F. Plunkett    )            of 
George H. Tucker      )         Directors 
Norman C. Hull        ) 
 
 
Pittsfield Coal Gas Company 
[Including Fee $45.00 pd 
Validation Fee $15 paid 
 
CERTIFICATE OF INCREASE OF CAPITAL 
GENERAL LAWS, CHAP. 164, SEC. 10 AND 
CHAP. 158, SECTS. 39 AND 41. 
 
Filed in the office of the Secretary of the Commonwealth Aug. 1, 1932. 
 
I hereby approve the within certificate, this first day of August A.D. 1932. 
 
/s/ Henry T. Long 
    -------------------------------
    Henry T. Long 
Commissioner of Corporations and Taxation. 
 
RECEIVED 
AUG 1 - 1932 
CORPORATION DIVISION 
SECRETARY'S OFFICE 
 
DEPARTMENT OF 
CORPORATIONS AND TAXATION 
A 
W AUG 1 - 1932 
M 
WITH FEE OF $45(87.50CK)($15 VAL) 
 
DEPARTMENT OF 
A. M. Aug 1 - 1932 
CORPORATIONS AND TAXATION 
 
 
 
THE COMMONWEALTH OF MASSACHUSETTS 
DEPARTMENT OF CORPORATION AND TAXATION 
 
We, William L. Adam, President, Thomas F. Plunkett, Treasurer and William L. 
Adam, Thomas F. Plunkett, George H. Tucker, and Norman C. Hull, being a 
majority of the Directors of Pittsfield Coal Gas Company, in compliance with 
the provisions of section thirty-nine of chapter one hundred and fifty-eight 
as amended (Chapter 164 Section 10) of the General Laws, and all other 
pertinent provisions of law, do hereby certify that at a meeting of the 
stockholders called for the purpose and held on May 12, 1903 the capital 
stock of said corporation was increased by the amount of sixty-five thousand 
dollars, and that the same had all been paid in on August 15, 1903. 
 
            The total amount of capital stock then already authorized was
                  twelve hundred and fifty     {shares common. 
 
            The amount of full paid capital stock then already issued for 
            cash was
                  twelve hundred and fifty     {shares common. 
 
            The amount of full paid capital stock then already issued for 
            property was
                                               {shares preferred
                  none                         {shares common. 
 
            The amount of additional capital stock authorized as aforesaid 
            was
                  six hundred and fifty        {shares common. 

      IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto 
signed our names, this 29th day of July in the year 1932. 
 
William L. Adam, President. 
Thomas F. Plunkett, Treasurer. 
 
William L. Adam       )     Majority 
George H. Tucker      )        of 
Thomas F. Plunkett    )     Directors 
Norman C. Hull        ) 
 
 
Pittsfield Coal Gas Company 
[Including Fee $47.50 pd 
Validation fee $15 paid] 
 
CERTIFICATE OF INCREASE OF CAPITAL 
GENERAL LAWS, CHAP. 164, SEC. 10 AND 
CHAP. 158, SECTS. 39 AND 41. 
 
Filed in the office of the Secretary of the Commonwealth. August 1, 1932. 
 
I hereby approve the within certificate, this first day of August A.D. 1932. 
 
Henry T. Long 
Commissioner of Corporations and Taxation. 
 
RECEIVED 
AUG 1 - 1932 
CORPORATION DIVISION 
SECRETARY'S OFFICE 
 
DEPARTMENT OF 
A. M. AUG 1 - 1932 
CORPORATIONS AND TAXATION 
 
DEPARTMENT OF 
CORPORATIONS AND TAXATION 
A 
W AUG 1 - 1932 
M 
WITH FEE OF $47.50 CK 



CHAPTER 159 
 
COMMONWEALTH OF MASSACHUSETTS 
 
IN THE YEAR ONE THOUSAND NINE HUNDRED AND THREE 
 
AN ACT To Authorize the Pittsfield Coal Gas Company, under certain 
conditions to furnish Garand Electricity in the Town of Dalton.

      BE IT ENACTED BY THE SENATE AND HOUSE OF REPRESENTATIVES IN GENERAL 
COURT ASSEMBLED, AND BY THE AUTHORITY OF THE SAME, AS FOLLOWS: SECTION 1.  
The Pittsfield Coal Gas Company is hereby authorized, upon the approval of 
the board of gas and electric light commissioners, and with the consent of 
the selectman of the town of Dalton to furnish gas and electricity for heat, 
light and power in the town of Dalton, with all the rights, powers and 
privileges and subject to all the duties, restrictions and liabilities set 
forth in all general laws now on hereafter in force applicable to such 
corporations.  SECTION 2.  This act shall take effect upon its passage. 
 
House of Representatives,  March 12, 1903. 
Passed to be enacted. James J. Myren Speaker 
 
In Senate, March 13, 1903. 
Passed to be enacted.  George R. Jones President 
 
March 17, 1903 
 
Approved.

/s/ John L. Batio
    -------------------------------
    John L. Batio



We, Robert W. Adam President, Harry A. Dunbar, Treasurer, and Robert W. 
Adam, James N. Hall, William G. Backus, Thomas F. Plunkett, being a majority 
of the Directors of The Pittsfield Coal Gas Company in compliance with the 
provisions of the fifty-fourth section of chapter one hundred and ten of the 
Revised Laws of the Commonwealth of Massachusetts, do hereby certify that at 
a legal meeting of the stockholders called for the purpose the capital stock 
of said Corporation has been increased by the amount of Thirty Thousand 
dollars, and that the same has all been paid in, on May 20th, 1909. 

IN WITNESS WHEREOF, we have hereto signed our names, this twenty-seventh day 
of August in the year nineteen hundred and nine. 
 
Rob W. Adam, President. 
H. A. Dunbar, Treasurer. 
Rob W. Adam 
James W. Hall 
Thomas F. Plunkett 
W. G. Backus 
 
 
COMMONWEALTH OF MASSACHUSETTS 
 
Berkshire ss. August 27, 1909. 
Then personally appeared the above-named Robert W. Adam, President and Harry 
A. Dunbar, Treasurer and Robert W. Adam, James W. Hall, William G. Backus, 
and Thomas F. Plunkett, Directors and severally made oath that the foregoing 
certificate, by them subscribed, is true, to the best of their knowledge and 
belief. 
 
Before me, 
/s/ William L. Adam 
    -------------------------------
    William L. Adam, 
Justice of the Peace. 
 
Pittsfield Coal Gas Company 
Fee $15.00 paid 
 
CERTIFICATE OF INCREASE OF CAPITAL 
REVISED LAWS, CHAP. 110 SECT. 54. 
 
Filed in the office of the Secretary of the Commonwealth, September 3, 1909. 
 
I hereby approve the within certificate, this 3rd day of September A.D. 
nineteen hundred and nine. 
William D.T. Trefry 
Commissioner of Corporations. 
 
Recorded volume 14.0 
Page 486 
 
RECEIVED 
SEP 3 - 1909 
CORPORATION DIVISION 
SECRETARY'S OFFICE 
 
COMMISSIONER OF 
SEP 1 - 1909 
CORPORATIONS. 
 


We, William L. Adam, President and Henry A. Dunbar Treasurer, and Norman C. 
Hull, William L. Adam, George H. Tucker and W.G. Backus being a majority of 
the Directors of the Pittsfield Coal Gas Company in compliance with the 
provisions of section sixty-eight of chapter seven hundred and forty-two of 
the Acts of the year 1914, do hereby certify that the capital stock of  said 
Corporation has been increased by the amount of Two Hundred and Four 
Thousand Dollars, and that the same has all been paid in, on February 1, 
1919. 
 
IN WITNESS WHEREOF, we have hereto signed our names, this 19th day of August 
in the year nineteen hundred and nineteen. 

William L. Adam, President. 
Harry A. Dunbar, Treasurer. 
Norman C. Hull 
William L. Adam 
George H. Tucker 
W.G. Backus 
 
THE COMMONWEALTH OF MASSACHUSETTS. 
 
Berkshire ss. August 9, 1919. 
 
Then personally appeared the above-named William L. Adam, Pres., Harry A. 
Dunbar, Treas., and Norman C. Hull, William L. Adam, George. H. Tucker, and 
W.G. Backus and severally made oath that the foregoing certificate, by them 
subscribed, is true, to the best of their knowledge and belief. 
 
Before me, 
/s/ Leroy F. Kelley 
    -------------------------------
    Leroy F. Kelley 
Notary Public. 
 
 
GAS AND ELECTRIC COMPANIES 
 
Pittsfield Coal Gas Company 
Fee $102.00 pd. 
CERTIFICATE OF INCREASE OF CAPITAL STOCK 
ACTS OF 1914, CHAPTER 742. 
 
Filed in the office of the Secretary of the Commonwealth, AUG. 18, 1919. 
 
I hereby approve the within certificate, this 18th day of August A.D. 
nineteen hundred and nineteen. 
 
William T. Trefry 
Commissioner of Corporations. 
 
Recorded 
Vol. 314 p. 275 
 
RECEIVED 
AUG 18 - 1919 
CORPORATION DIVISION 
SECRETARY'S OFFICE 
 
COMMISSIONER 
OF CORPORATIONS 
AUG 18 - 1919 
WITH FEE OF $102.00 
 
COMMISSIONER OF 
AUG 18 - 1919 
CORPORATIONS 
 
COMMISSIONER OF 
AUG 11 - 1919 
CORPORATIONS 
 
 
We, Robert W. Adam, President, Harry A. Dunbar, Treasurer, and Robert W. 
Adam, James W. Hull, W. G. Backus, Geo. H. Tucker and Thomas F. Plunkett 
being a majority of the Directors of the Pittsfield Coal Gas Company, in 
compliance with the provisions of the fifty-fourth section of chapter one 
hundred and ten of the Revised Laws of the Commonwealth of Massachusetts, do 
hereby certify that at a legal meeting of the stockholders called for the 
purpose the capital stock of said Corporation has been increased by the 
amount of Sixty-Six Thousand dollars, and that the same has all been paid 
in, on March 25th., 1910.

      IN WITNESS WHEREOF, we have hereto signed our names, this twenty-
seventh day of September in the year nineteen hundred and ten. 
 
Rob. W. Adam, President. 
Harry A. Dunbar, Treasurer. 
 
Rob W. Adam 
James W. Hull 
W. G. Backus 
Geo. H. Tucker 
Thomas F. Plunkett 
 
THE COMMONWEALTH OF MASSACHUSETTS. 
 
Berkshire ss. September 27, 1910. 
 
Then personally appeared the above-named Robert W. Adam, President, Harry A. 
Dunbar, Treasurer, and Robert W. Adam, James W. Hull, W. G. Backus, George 
H. Tucker, and Thomas F. Plunkett, majority of the Board of Directors and 
severally made oath that the foregoing certificate, by them subscribed, is 
true, to the best of their knowledge and belief. 
 
Before me, 
William G. Adam 
Justice of the Peace. 
 
 
Pittsfield Coal Gas Company 
Fee $33.00 paid 
 
CERTIFICATE OF INCREASE OF CAPITAL 
REVISED LAWS, CHAP. 110, SECT. 54. 
 
Filed in the office of the Secretary of the Commonwealth Oct. 1, 1910 
 
I hereby approve the within certificate, this first day of October A.D. 
nineteen hundred ten. 
 
William D.J. Trefry 
Commissioner of Corporations. 
 
Recorded 
Col. 140, p. 507. 
 
COMMISSIONER OF 
OCT 1 - 1910 
CORPORATIONS 
 
RECEIVED  
OCT 1 - 1910 
CORPORATION DIVISION 
SECRETARY'S OFFICE 
 
COMMISSIONER 
OF CORPORATIONS 
OCT 1 - 1910 
WITH FEE OF $33.00 CK 



THE COMMONWEALTH OF MASSACHUSETTS 
DEPARTMENT OF CORPORATIONS AND TAXATION 
 
We, William L. Adam President, Harry A. Dunbar Treasurer and Williams L. 
Adam, W. G. Backus, Geo H. Tucker and Norman C. Hull, Directors being a 
majority of the Directors of the Pittsfield Coal Gas Company in compliance 
with the provisions of the thirty-ninth section of chapter one hundred and 
fifty-eight of the General Laws and of all acts in amendment thereof and in 
addition thereto, do hereby certify that at a meeting of the stockholders 
called for the purpose the capital stock of said corporation has been 
increased by the amount of Two Hundred and Fifty Thousand dollars, and that 
the same has all been paid in on December third 1925.

      IN WITNESS WHEREOF, we have hereto signed our names, this 17th day of 
December in the year nineteen hundred and twenty-five. 

/s/ William L. Adam
    -------------------------------
    William L. Adam, President 

/s/ Harry A. Dunbar 
    -------------------------------
    Harry A. Dunbar, Treasurer 

William L. Adam 
W. G. Backus 
Geo H. Tucker 
Norman C. Hull 
 
THE COMMONWEALTH OF MASSACHUSETTS 
 
Berkshire ss. December 17, 1925.
      Then personally appeared the above-named William L. Adam, Pres., Harry 
A. Dunbar, Treas., and William L. Adam, W. G. Backus, Geo H. Tucker and 
Norman C. Hull, Directors and severally made oath that the foregoing 
certificate, by them subscribed, is true, to the best of their knowledge and 
belief. 
 
Before me, 
/s/ Leroy F. Kelley 
    -------------------------------
    Leroy F. Kelley 
Notary Public. 
 
My Commission expires 
 
 
Pittsfield Coal Gas 
Company Fee $125.00 pd. 
 
CERTIFICATE OF INCREASE OF CAPITALl. 
GENERAL LAWS, CHAP 164, SECT. 10 AND  
CHAP. 158, SECT. 39 AND 41. 
 
Filed in the office of the Secretary of the Commonwealth.  December 21, 
1925. 
 
I hereby approve the within certificate, this 21st day of December A.D. 
1925. 

/s/ Henry T. Long 
    -------------------------------
    Henry T. Long 
Commissioner of Corporations and Taxation. 
 
DEPARTMENT OF 
G. L. DEC. 21 - 1925 
CORPORATIONS AND TAXATION 
 
DEPARTMENT OF 
CORPORATIONS AND TAXATION 
DEC 21 - 1925 
WITH FEE OF $125.00 
 
 
We, William L. Adam President, and Harry A. Dunbar Treasurer, and William L. 
Adam, Arthur H. Rice, I. D. Ferrey, Thomas F. Plunkett and W.G. Backus being 
a majority of the Directors of the Pittsfield Coal Gas Company in compliance 
with the provisions of chapter one hundred and sixty-four of the General 
Laws of the Commonwealth of Massachusetts, do hereby certify that the 
capital stock of said Corporation has been increased by the amount of 
150,000 dollars, and that the same has been paid in, December 31, 1924.

      IN WITNESS WHEREOF, we have hereto signed our names, this 27th day of 
January in the year nineteen hundred and twenty five. 
 
William L. Adam, President 
Harry A. Dunbar, Treasurer 
 
William L. Adam       ) 
A. H. Rice            ) 
I. D. Ferrey          )    Directors 
Thomas F. Plunkett    ) 
W.G. Backus           ) 
 
THE COMMONWEALTH OF MASSACHUSETTS 
 
Berkshire ss. Jan. 27, 1925.
      Then personally appeared the above-named William L. Adam, Arthur H. 
Rice, I. D. Ferrey, Thomas F. Plunkett and W.G. Backus and severally made 
oath that the following certificate, by them subscribed, is true, to the 
best of their knowledge and belief. 

Before me, 
/s/ Norman C. Hull 
    -------------------------------
    Norman C. Hull 
Justice of the Peace 
 
 
CERTIFICATE OF INCREASE OF CAPITAL 
GENERAL LAWS, CHAP 164. 
 
Filed in the office of the Secretary of the Commonwealth, Feb. 12, 1925. 
 
I hereby approve the within certificate, this 12th day of February A.D. 
1925. 
 
/s/ Henry T. Long 
    -------------------------------
    Henry T. Long 
Commissioner of Corporations and Taxation. 
 
RECEIVED 
FEB 12 - 1925 
CORPORATION DIVISION 
SECRETARY'S OFFICE 
 
DEPARTMENT OF  
CORPORATIONS AND TAXATION 
FEB 12 - 1925 
WITH FEE OF $75.00 



ARTICLES OF AMENDMENT. 

This filing fee to accompany this blank is $10.00.  Checks should be made 
payable to The Commonwealth of Massachusetts. 
 
This certificate must be submitted to the Commissioner within thirty days of 
the date of the vote of the stockholders.  (Sect. 2, Chapter 354 of the Acts 
of 1922.) 
 
We, ROBERT W. McCRACKEN, President, LEROY F. KELLEY, Treasurer and ROBERT W. 
McCRACKEN, LEROY F. KELLEY, THOMAS F. PLUNKETT, FRANK A. WOODHEAD, and 
GEORGE M. SHIPTON, being a majority of the Directors of the PITTSFIELD COAL 
GAS COMPANY, located at No. 31 South St. Pittsfield, Massachusetts, in 
compliance with the provisions of chapter 354 of the Acts of 1922 and of all 
Acts in amendment thereof and in addition thereto, do hereby certify that at 
a meeting of the stockholders of the said corporation, duly called for the 
purpose, held July 20, 1951, and by the affirmative vote of No shares of the 
preferred stock and of 8,078 shares of the common stock of said corporation, 
being the unanimous vote of all shares represented in person or by proxy at 
said meeting, and being at least eighty and 78/100ths per cent (80.78%) of 
all the stock outstanding and entitled to vote, the following amendment or 
alteration in the agreement of Association and Articles of Organization of 
said corporation was duly adopted, namely: 
p. 121A

      VOTED, that the Agreement of Association and Articles of Organization, 
if any of the Pittsfield Coal Gas Company, and the purposes and businesses 
for which said corporation was formed be and the same hereby are amended by 
adding thereto all of the following; if, and to the extent that said 
corporation does not now have the power, right and authority to do or 
transact such business:

            1.  The power, right and authority to distribute and sell 
      manufactured gas in the city of Pittsfield, and towns of Dalton, 
      Lenox, Lee, Stockbridge and Lanesboro, all in the County of Berkshire 
      and Commonwealth of Massachusetts, and in which city and towns the 
      corporation is now, and has heretofore been engaged in said business 
      of distributing and selling manufactured gas;

            2.  The power, right and authority to purchase, distribute and 
      sell natural gas in the city of  Pittsfield, and the towns of Dalton, 
      Lenox, Lee, Stockbridge and Lanesboro, all in the County of Berkshire 
      and Commonwealth of Massachusetts, and in which city and towns the 
      corporation is now, and has heretofore been engaged in the business of 
      distributing and selling manufactured gas; and

            3.  The power, right and authority to purchase, sell and install 
      gas burning appliances and equipment of every type, nature and 
      description. 

The passage of this vote shall not operate or construed as an admission that 
the corporation does not already have the power or authority to do or 
transact any of the business described above; but shall be in confirmation 
thereof as to any such power or authority if the corporation is now vested 
therewith. 
 
 
IN WITNESS WHEREOF, we have hereunto signed our names, this twentieth day of 
July, in the year 1951. 
 
George M. Shipton, Director     Robert W. McCracken, President and Director 
Frank A. Woodhead, Vice-President and Director 
Leroy F. Kelley, Treasurer and Director 
Thomas F. Plunkett, Clerk and Director 
 
THE COMMONWEALTH OF MASSACHUSETTS 
 
Berkshire: ss. July 20, 1951. 
Then personally appeared the above-named Robert W. McCracken, Leroy F. 
Kelley, Thomas F. Plunkett, Frank A. Woodhead, and George M. Shipton and 
severally made oath that the foregoing certificate, by them subscribed, is 
true to the best of their knowledge and belief. 
 
Before me, 
Francis J. Giniro 
Notary Public. 
 
 
CERTIFICATE 
RECEIVED 
AUG 13 - 1951 
BY SECRETARY'S OFFICE 
FROM DEPARTMENT OF CORPORATIONS 
AND TAXATION 
 
RECEIVED 
$10 CASH 
JUL 23 - 1951 
CORPORATION DIVISION 
SECRETARY'S OFFICE 
 
DEPARTMENT OF 
B 
A   JUL 23 - 1951 
H 
CORPORATIONS AND TAXATION 
 
CERTIFICATE 
RECEIVED 
JUL 23 - 1951 
BY SECRETARY'S OFFICE 
DEPARTMENT OF CORPORATIONS 
AND TAXATION 
 
GAS OR ELECTRIC COMPANY 
Pittsfield Coal Gas Company 
FEE $10.00 PAID 
 
ARTICLES OF AMENDMENT 
(GENERAL LAWS, CHAP. 164, AS AMENDED BY SECT.2 OF CHAP. 354 OF ACTS OF 
1922.) 
 
Amendment to Purpose 
 
Filed in the office of the Secretary of the Commonwealth, July 23, 1951. 
 
I hereby approve the within certificate, this 23rd day of July, A.D. 1951. 
 
/s/ Henry T. Long
    -------------------------------
    Henry T. Long 
Commissioner of Corporations and Taxation. 



THE COMMONWEALTH OF MASSACHUSETTS 

 
Be it known that whereas Pittsfield Coal Gas Company, a corporation 
organized under the laws of this Commonwealth, at a meeting duly called 
for the purpose, has complied with the provisions of section ten of 
chapter one hundred and fifty-five of the General Laws, Tercentenary 
Edition, as amended, as appears from articles of amendment, duly executed 
by the proper officers of said corporation, authorizing said corporation 
to change and adopt the name of The Pittsfield Gas Company, duly approved 
and filed in this office, and the officers of said corporation having 
given public notice of such change of name by publication two times in the 
Berkshire Eagle, a newspaper published in the city of Pittsfield and 
County of Berkshire in said Commonwealth: 
 
NOW, THEREFORE, I, EDWARD J. CRONIN, Secretary of The Commonwealth of 
Massachusetts, do hereby certify, that the name which said corporation 
shall bear is The Berkshire Gas Company, which shall hereafter be its 
legal name. 
 
Stamp 
 
Witness my official signature hereunto subscribed, and the Great Seal of 
The Commonwealth of Massachusetts hereunto affixed, this sixteenth day of 
September in the year of our Lord one thousand nine hundred and fifty-
four. 
 
Edward J. Cronin 
SECRETARY OF THE COMMONWEALTH 
 

/s/ LEO W. HARLOW
    Leo W. Harlow 
    DEPUTY SECRETARY 
 
 
THE COMMONWEALTH OF MASSACHUSETTS 
DEPARTMENT OF CORPORATIONS AND TAXATION 
William A. Schan COMMISSIONER 
236 STATE HOUSE, BOSTON 33 
ARTICLES OF AMENDMENT 

This certificate must be submitted to the Commissioner of Corporations and 
Taxation within thirty days after the date of the vote of the 
stockholders, in accordance with General Laws, Chapter 156, Section 43. 

FEE for filing certificate providing for a change of shares with par value 
to shares without par value, whether or not the capital is changed 
thereby, one cent for each share without par value resulting from such 
change, less an amount equal to one twentieth of one per cent of the total 
par value of the shares so changed; but not in any case less than $25.00.  
The fee for filing all other amendments is $10.00.
 
Make check payable to THE COMMONWEALTH OF MASSACHUSETTS
 
WE, KENNETH D. KNOBLOCK, President, FRANK A. O'NEILL, Treasurer 
and KENNETH D. KNOBLOCK, FRANK A. O'NEILL, J. T. KELLY, LEONARD MILANO, 
GEORGE H. MARCHANT, and ROBERT W. McCRACKEN, 

being a majority of the Directors of the PITTSFIELD COAL GAS COMPANY, a 
corporation duly organized by law, and whose principal place of business 
is located at 31 South Street, Pittsfield, Massachusetts, in compliance 
with the provisions of General Laws, Chapter 156, do hereby certify that 
at a meeting of the stockholders of the corporation, duly called for the 
purpose, held August 2, 1954, by the affirmative vote of No shares of the 
preferred stock and of 70,840 shares of the common stock of the 
corporation, being at least two-thirds of all the stock outstanding and 
entitled to vote, the following amendment or alteration in the Agreement 
of Association and Articles of Organization of the corporation was duly 
adopted, namely: 

      RESOLVED, that the Charter Agreement of Association and Articles of 
      Organization of the Pittsfield Coal Gas Company be and hereby are 
      amended by adding thereto the following:

                  The power, right and authority to purchase, manufacture, 
            distribute and sell gas, natural gas, or mixed gas and to 
            purchase, sell and install gas burning appliances and 
            equipment of every type, nature and description, in the 
            municipalities of Adams, Clarksburg, North Adams, Williamstown 
            and Cheshire, all in the Count of Berkshire and Commonwealth 
            of Massachusetts. 
 
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto 
signed our names this second day of August, in the year 1954. 


/s/ KENETH D. KNOBLOCK
    President:                     Majority of Directors: 
    Kenneth D. Knoblock            1.  Kenneth D. Knoblock
/s/ FRANK A. O'NEILL               2.  J. T. Kelley 
    Treasurer:                     3.  Leonard Milano 
    Frank A. O'Neill               4.  George H. Marchant
                                   5.  Robert W. McCracken
                                   6.  Frank A. O'Neill 
 
 
RECEIVED 
$15 CK 
AUG 4 - 1954 
CORPORATION DIVISION 
SECRETARY'S OFFICE 
 
DEPARTMENT OF 
 
E AUG 4 - 1954 
A 
CORPORATIONS AND TAXATION 
 
CERTIFICATE 
RECEIVED 
AUG 4 - 1954 
BY SECRETARY'S OFFICE 
FROM DEPARTMENT OF CORPORATIONS 
AND TAXATION 
 
THE COMMONWEALTH OF MASSACHUSETTS 
 
Pittsfield Coal Gas Company 
FEE $15.00 PAID 
 
ARTICLES OF AMENDMENT 
GENERAL LAWS, CHAPTER 156, SECTION 42 
 
Amendment to Purpose 
 
Filed in the office of the Secretary of the Commonwealth,  
August 4, 1954 
 
I hereby approve the within certificate, this 
4th day of August, 1954. 
 
William A. Schan 
Commissioner of Corporations and Taxation. 
 

 
THE COMMONWEALTH OF MASSACHUSETTS 
DEPARTMENT OF CORPORATIONS AND TAXATION 
William A. Schan COMMISSIONER 
236 STATE HOUSE, BOSTON 33 
 
INCREASE OF CAPITAL 
 
This certificate must be submitted to the Commissioner and Taxation within 
thirty days after the date of the vote of the stockholders, General Laws, 
Chapter 156, Section 43. 

FEE must accompany this certificate: 1/20 of 1% of the amount by which the 
capital stock with par value is increased, and one cent for each 
additional share without par value, but not in any case less than $25. 

Make checks payable to THE COMMONWEALTH OF MASSACHUSETTS. 
 
We, KENNETH D. KNOBLOCK, President, FRANK A. O'NEILL, Treasurer, and 
KENNETH D. KNOBLOCK, FRANK A. O'NEILL, J. T. KELLEY, LEONARD MILANO, 
GEORGE H. MARCHANT and ROBERT W. McCRACKEN, of the PITTSFIELD COAL GAS 
COMPANY, a corporation duly organized by law, and those principal place of 
business is located at 31 South Street, Pittsfield, Massachusetts, in 
compliance with the provisions of General Laws, Chapter 156, hereby 
certify that at a meeting of the stockholders of the corporation, duly 
called for the purpose, held August 2, 1954, of 73,840 shares of the 
common stock of the corporation, being at least a majority of each class 
of stock outstanding and entitled to vote, the following amendment 
authorizing and increase in the capital stock of the corporation was duly 
adopted, namely: 
 
      RESOLVED, that the Charter, Agreement of Association and Articles of 
      Organization of Pittsfield Coal Gas Company be and they hereby are 
      amended by adding thereto the following provisions creating and 
      authorizing an issue of 6,435 shares of 5% Cumulative Preferred 
      Stock: 
 
      (Statement relative to Stock in Drawer 337)  
 
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we hereto sign our 
names, this second day of August, 1954. 
 
President:                        Majority of Directors: 
Kenneth D. Knoblock               1.  Kenneth D. Knoblock
                                  2.  J. T. Kelley 
Treasurer:                        3.  Leonard Milano 
Frank A. O'Neill                  4.  George H. Marchant
                                  5.  Robert W. McCracken
                                  6.  Frank A. O'Neill 
 
 
RECEIVED 
$321.75 
AUG 4 - 1954 
CORPORATION DIVISION 
SECRETARY'S OFFICE 
 
DEPARTMENT OF 
 
E    AUG 4 - 1954 
A 
CORPORATIONS AND TAXATION 
 
CERTIFICATE 
RECEIVED 
AUG 4 - 1954 
BY SECRETARY'S OFFICE 
FROM DEPARTMENT OF CORPORATIONS 
AND TAXATION 
 
THE COMMONWEALTH OF MASSACHUSETTS 
 
Pittsfield Coal Gas Company 
Fee $321.75 paid 
 
ARTICLES OF AMENDMENT 
GENERAL LAWS, CHAPTER 156, SECTION 44 
 
INCREASE OF CAPITAL 
 
Establishment of 5% Cumulative Preferred Stock at a Par Value of $100 per 
share. 
 
Filed in the office of the Secretary of the Commonwealth 
August 4, 1954 
 
I hereby approve the within certificate 
this 4th day of August, 1954. 
 
William A. Schan 
Commissioner of Corporations and Taxation 
 
 
PITTSFIELD COAL GAS COMPANY 
31 South Street 
Pittsfield, Massachusetts 
 
June 18, 1954 
 
CERTIFICATE OF VOTE FOR REDUCTION OF PAR VALUE OF COMMON STOCK 

      I, JOSEPH T. KELLEY, of Pittsfield, Massachusetts, hereby upon oath, 
declare and certify as follows:

      1.  That I am the duly elected and qualified clerk of the PITTSFIELD 
COAL GAS COMPANY, a gas company duly incorporated under the laws of the 
Commonwealth of Massachusetts:

      2.  That the following is a true copy of a vote adopted by the 
stockholders of said corporations at a meeting of stockholders held on 
March 23, 1954, which meeting was duly called for such purpose:

            RESOLVED, That the Stockholders of the Pittsfield Coal Gas 
      Company hereby authorize a change of the par value of the Company's 
      present common capital stock from the present par value of One 
      Hundred Dollars ($100.00) per share to a new par value of Ten 
      Dollars ($10.00) per share; and that, subject to the approval by the 
      Department of Public Utilities of the Commonwealth of Massachusetts, 
      and upon its becoming effective pursuant to General Laws (Ter. Ed.), 
      Chapter 164, new certificates evidencing the new Ten Dollars 
      ($10.00) par value stock of the Company be issued in exchange for 
      and upon surrender of certificates for the present One Hundred 
      Dollars ($100.00) par value stock of the Company, said new stock to 
      be issued in the ratio of Ten (10) shares of new stock for each 
      share of the present One Hundred Dollars ($100.00) par value stock 
      represented by the certificates so surrendered, but without any 
      capitalization or impairment of any existing surplus or accumulated 
      and undistributed profits. 

      3.  That the total number of shares of common stock of said 
corporation issued and outstanding on the date of said meeting was 10,000.

      4.  That the total amount of shares of common stock of said 
corporation represented in person or by proxy at said meeting, and 
entitled to vote on the above quoted vote, was 8,373; and that the vote 
thereon was a follows:

          (a)  Number of shares voted in favor:       8,370
          (b)  Number of shares voted against:            3
                     T O T A L                        8,373 

      5.  That said corporation did not on the date of said meeting, nor 
at any other time prior thereto have any class of stock except said common 
stock.

      6.  That on March 24, 1954, said corporation filed with the 
Massachusetts Department of Public Utilities an application for the 
approval of said reduction in the par value of its common stock, such 
application being required by General Laws (Ter. Ed.), Chapter 164, 
Section 8; and that on June 16, 1954, said Department of Public Utilities 
approved of such reduction in the par value of the corporation's common 
stock by an Order issued in case bearing docket number 10871, such order 
reading as follows:

            "ORDERED: That the Department hereby approves and authorizes 
      the change in the par value of the shares of capital stock of 
      Pittsfield Coal Gas Company from one hundred dollars ($100) to ten 
      dollars ($10) a share, provided, however, that the aggregate par 
      value of the outstanding shares of the Company shall not be 
      increased by the change in the par value of the shares thereof." 
 

(Affix Seal of 
 Corporation)                   Joseph T. Kelley
                                Joseph T. Kelley
                                Pittsfield Coal Gas Company 

 
COMMONWEALTH OF MASSACHUSETTS 
 
BERKSHIRE: ss. June 18, 1954 
 
Subscribed and sworn to, before me 
 
Francis J. Guirico 
Francis J. Guirico, Notary Public 
My commission expires on: 
August 27, 1954 
 

 
THE COMMONWEALTH OF MASSACHUSETTS 
Department of Corporations and Taxation 
William A. Schan Commissioner 
237 State House, Boston. 
 
ARTICLES OF AMENDMENT 
 
The filing fee to accompany this certificate is $10.00.  Checks should be 
made payable to The Commonwealth of Massachusetts. 
 
This certificate must be submitted to the Commissioner of Corporations and 
Taxation within thirty days after the date of the approval by the 
Department of Public Utilities.  (Section 8, Chapter 164, General Laws as 
amended.) 
 
I,                         Clerk 
 
of 
 
located at No.                    St.,                         

in compliance with the provisions of Section 8 of chapter 164 of the 
General Laws as amended, do hereby state that at a meeting of the 
stockholders of the said corporation, duly called for the purpose,
held             19    , and by the affirmative vote of            shares 
of the preferred stock and of                 shares of the common stock 
of said corporation, being at least 
 
of all the stock outstanding and entitled to vote, the following amendment 
or alteration in the agreement of association and articles of organization 
of said corporation was duly adopted, namely: 
 

      IN WITNESS WHEREOF, and under the penalties of perjury, I have 
hereto signed my name, this            day of    in the year 19  . 
 
 
 
RECEIVED 
$15 CK. 
JUL 1 - 1954 
CORPORATION DIVISION 
SECRETARY'S OFFICE 
 
CERTIFICATE 
RECEIVED 
JUL 1 - 1954 
BY SECRETARY'S OFFICE 
FROM DEPARTMENT OF CORPORATIONS 
AND TAXATION 
 
DEPARTMENT OF 
JUL 1 - 1954 
CORPORATIONS AND TAXATION 
 
GAS OR ELECTRIC COMPANY 
 
Pittsfield Coal Gas Company 
 
FEE $15.00 PAID 
 
Articles of Amendment. 
CHANGE OF PAR VALUE 
(GENERAL LAWS, SEC 8, CHAP. 164, AS AMENDED.) 
 
Filed in the office of the Secretary of the Commonwealth, 
July 1, 1954 
 
I hereby approve the within certificate, this 1st day of July A. D. 1954. 
 
William A. Schan 
Commissioner of Corporations and Taxation. 
 
 
THE COMMONWEALTH OF MASSACHUSETTS 
 
Be it known that whereas Pittsfield Coal Gas Company, a corporation 
organized under the laws of this Commonwealth, at a meeting duly called 
for the purpose, has complied with the provisions of section ten of 
chapter one hundred and fifty-five of the General Laws, Tercentenary 
Edition, as amended, as appears from articles of amendment, duly executed 
by the proper officers of said corporation, authorizing said corporation 
to change its name and adopt the name of The Berkshire Gas Company, duly 
approved and filed in this office, and the officers of said corporation 
having given public notice of such change of name by publication two times 
in the Berkshire Eagle, a newspaper published in the City of Pittsfield 
and County of Berkshire in said Commonwealth: 
 
NOW, THEREFORE, I, EDWARD J. CRONIN, Secretary of The Commonwealth of 
Massachusetts, Do hereby certify, that the name which said corporation 
shall bear is The Berkshire Gas Company, which shall hereafter be its 
legal name. 
 
Stamp 
 
Witness my official signature hereunto subscribed, and the Great Seal of 
The Commonwealth of Massachusetts hereunto affixed, this sixteenth day of 
September in the year of our Lord one thousand nine hundred and fifty-
four. 
 
Edward J. Cronin 
SECRETARY OF THE COMMONWEALTH 
 
Leo W. Harlow 
DEPUTY SECRETARY 



THE COMMONWEALTH OF MASSACHUSETTS 
DEPARTMENT OF CORPORATIONS AND TAXATION 
JOHN DANE, JR. COMMISSIONER 
236 STATE HOUSE, BOSTON 33 
 
ARTICLES OF AMENDMENT 
 
This certificate must be submitted to the Commissioner of Corporations and 
Taxation within thirty days after the date of the vote of the stockholders, 
in accordance with General Laws, Chapter 156, Section 43.  FEE for filing 
certificate providing for a change of shares with par value to shares 
without par value, whether or not the capital is changed thereby, one cent 
for each share without par value resulting from such change, less an amount 
equal to one twentieth of one per cent of the total par value of the shares 
so changed; but not in any case less than $25.00.  The fee for filing all 
other amendments is $15.00.  Make check payable to THE COMMONWEALTH OF 
MASSACHUSETTS. 

WE, KENNETH D. KNOBLOCK, President, FRANK O'NEILL, Treasurer 
 
Kenneth D. Knoblock, Director 
Frank A. O'Neill, Director 
J.C. Donnelly, Director 
Robert W. McCracken, Director 
Joseph T. Kelley, Director 
being a majority of the Directors of 
 
THE BERKSHIRE GAS COMPANY, located at 31 South Street, in Pittsfield, 
Massachusetts, in compliance with the provisions of General laws, Chapter 
156, do hereby certify that at a meeting of the stockholders of the 
corporation, duly called for the purpose, held on January 13, 1956, by the 
affirmative vote of SIX THOUSAND NINETY-SEVEN (6,097) shares of the 
preferred stock and of 68, 532 shares of the common stock of the 
corporation, being at least TWO-THIRDS of all the stock outstanding and 
entitled to vote, the following amendment or alteration in the Agreement of 
Association and Articles of Organization of the corporation was duly 
adopted, namely; 
 
"RESOLVED", That the Charter, Agreement of Association and Articles of 
Organization, if any, of The Berkshire Gas Company be and hereby is amended 
by elimination of Paragraph (j) (A) (d) of the Statement of the 
designations, terms, relative rights, privileges, limitations, etc., of the 
5% Cumulative Preferred Stock, which reads as follows: 

'(d) create, assume or suffer to exist any mortgage, pledge, encumbrance, 
lien or charge of any kind (including the charge upon property purchased 
under conditional sales or other title retention agreements) upon any of its 
property or assets whether now owned or hereafter acquired, except permitted 
liens.  Permitted liens as used herein shall mean (I) the lien of the First 
Mortgage Indenture and Deed of Trust, dated as of July 1, 1954, from the 
Company to Chemical Bank & Trust Company, as Trustee, securing an issue of 
$1,330,000 principal amount of the Company's First Mortgage Bonds, Series A, 
4% due 1979, and any indentures supplemental thereto which may be entered 
into with respect to additional series of First Mortgage Bonds, as 
contemplated in said Indenture and Deed of Trust, (ii) liens for taxes not 
yet due or which are being contested in good faith by appropriate 
proceedings and (iii) other liens, charges and encumbrances incidental to 
the conduct of the business or the ownership of the property and assets 
which were not incurred in connection with the borrowing of money and which 
do not secure indebtedness or extensions of credit aggregating at any one 
time in excess of $100,000 and which do not in the aggregate materially 
detract from the value of the property of the Company or materially impair 
the use thereof in the operation of the business of the Company; or' 
 
"FURTHER RESOLVED, That the Charter, Agreement of Association and Articles 
of Organization, if any, of The Berkshire Gas Company be and hereby is 
amended by elimination of the last paragraph of (j) (B) of the Statement of 
the designations, terms, relative rights, privileges, limitations, etc., of 
the 5% Cumulative Preferred Stock, which reads as follows: 
 
      'The term 'minimum provision for depreciation' shall mean, for any 
      twelve months' period, an amount equal to the amount of depreciation 
      and/or obsolescence recorded on the books of the Company or claimed as 
      a deduction for Federal Income Tax purposes, whichever is larger, but 
      in no event less than an amount equal to 1-1/2% of the average gross 
      plant property account of the Company during such period.' 
 
Inserting in lieu thereof: 
 
      'The term 'minimum provision for depreciation' shall mean, for any 
      twelve months' period, an amount equal to 2% of the average gross 
      depreciable plant property accounts of the Company during such 
      period.' 
 
"FURTHER RESOLVED, That if the Stockholders approve the proposed amendment, 
the President or a Vice President and the Clerk of this Company be and they 
hereby are authorized and directed to prepare and file any necessary 
documents with the Secretary of Sate and with any other person as may be 
required by law."



THE COMMONWEALTH OF MASSACHUSETTS 
DEPARTMENT OF CORPORATIONS AND TAXATION 

      We, K.D. Knoblock, F.A. O'Neill, J.C. Donnelly, J.T. Kelley and R.W. 
McCracken, being a majority of Directors of the Berkshire Gas Company, in 
compliance with the provisions of section thirty-nine of chapter one hundred 
and fifty-eight (Chapter 164 Section 10) of the General Laws, Ter. Ed., do 
hereby certify that a meeting of the stockholders called for the purpose the 
capital stock of said corporation has been increased by the amount of One 
Hundred Eighty-Seven Thousand dollars, and that the same has all been paid 
in on June 10, 1957.

      The Total amount of capital stock already authorized is
        6,049   (shares preferred.
      100,000   (shares common.

      The amount of fully paid capital stock already issued for cash is
        6,049   (shares preferred.
      100,000   (shares common.

      The amount of fully paid capital stock already issued for property is
           None (shares preferred.
           None (shares common.

      The amount of additional capital stock authorized is
         None   (shares preferred.
       18,000   (shares common. 

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed 
our names, this 8th day of June in the year 1957. 
 
Berkshire Gas Company, The 
 
CERTIFICATE OF INCREASE OF CAPITAL 
General Laws, Chapter 164, Ter. Ed., Section 10 and Chapter 158, Ter. Ed., 
Sections 39 and 41 

Filed in the office of the Secretary of the Commonwealth. 
July 8, 1957 
 
I hereby approve the within certificate this 8th day of July 1957 

/s/
   --------------------------------
 
Commissioner of Corporations and Taxation



Berkshire Gas Company, The 
Received 
51.00 
Dec. 08, 1958 
 
CERTIFICATE OF INCREASE OF CAPITAL 
General Laws, chapter 164, Ter. Ed., Section 10 
and Chapter 158, Ter. Ed., Sections 39 and 41 
 
Filed in the office of the Secretary of the Commonwealth 
 
I hereby approve the within certificate, this 8th day of   1958. 

/s/
    -------------------------------
Commissioner of Corporations and Taxation 
 
THE COMMONWEALTH OF MASSACHUSETTS 
Department of Corporation and Taxation 

We J.T. Kelley, Vice President, J.R. Cottrell, Assistant Treasurer and 
F.A. ONEILL           LEONARD MILANO 
J.C. DONNELLY         J.T. KELLEY 
W. BARTON CUMMINGS 

being a majority of the Directors of The Berkshire Gas Company in compliance 
with the provisions of section thirty-nine of chapter one hundred and fifty-
eight (Chapter 164 Section 10) of the General Laws, Ter. Ed., do hereby 
certify that a meeting of the stockholders called for the purpose the 
capital stock of said corporation has been increased by the amount of 
$184,610.00 dollars, and that the same has all been paid in on September 29, 
1958.

      The total amount of capital stock already authorized is
           6,435*    (Shares preferred.
         118,700     (Shares common.

      The amount of fully paid capital stock already issued for cash is
           6,435*    (Shares preferred.
         118,700     (Shares common.

      *772 shares Pfd. Have been redeemed in accordance with the sinking 
fund provision.

      The amount of fully paid capital stock already issued for property is
            -0-      (Shares preferred.
            -0-      (Shares common.

      The amount of additional capital stock authorized is
            -0-      (Shares preferred
          18,461     (Shares common. 
 
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have signed our 
names, this 29th day of October in the year 1958. 

/s/
   --------------------------------
 
CERTIFICATE OF INCREASE OF CAPITAL 
General Laws, Chapter 164, Ter. Ed., Section 10 and Chapter 158, Ter. Ed. 
Sections 39 and 41.  Filed in the office of the Secretary of the 
Commonwealth 
October 31, 1958 
/s/
   --------------------------------

Commissioner of Corporations and Taxation



Berkshire Gas Company, The 
Received 
51.00 
Dec. 08, 1958 
 
CERTIFICATE OF INCREASE OF CAPITAL 
General Laws, chapter 164, Ter. Ed., Section 10 
and Chapter 158, Ter. Ed., Sections 39 and 41 
 
Filed in the office of the Secretary of the Commonwealth 
 
I hereby approve the within certificate, this 8th day of December 1958. 

/s/
    -------------------------------
Commissioner of Corporations and Taxation 
 
THE COMMONWEALTH OF MASSACHUSETTS 
Department of Corporation and Taxation 
We J.T. Kelley, Vice President, J.R. Cottrell, Assistant Treasurer and 
F.A. ONEILL           K.D. KNOBLOCK 
J.C. DONNELLY         J.T. KELLEY 
ROBERT MCCRACKEN 

being a majority of the Directors of The Berkshire Gas Company in compliance 
with the provisions of section thirty-nine of chapter one hundred and fifty-
eight (Chapter 164 Section 10) of the General Laws, Ter. Ed., do hereby 
certify that a meeting of the stockholders called for the purpose the 
capital stock of said corporation has been increased by the amount of 
$100,000.00 dollars, and that the same has all been paid in on November 7, 
1958.

      The total amount of capital stock already authorized is
           6,435*    (Shares preferred.
         137,161     (Shares common.

      The amount of fully paid capital stock already issued for cash is
           6,435*    (Shares preferred.
         137,161     (Shares common.

      *772 shares Pfd. Have been redeemed in accordance with the sinking 
fund provision.

      The amount of fully paid capital stock already issued for property is
            -0-      (Shares preferred.
            -0-      (Shares common.

      The amount of additional capital stock authorized is
            -0-      (Shares preferred
          5,000     (Shares common. 
 
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have signed our 
names, this 25th day of November in the year 1958. 

/s/
   --------------------------------
 
CERTIFICATE OF INCREASE OF CAPITAL 
General Laws, Chapter 164, Ter. Ed., Section 10 and Chapter 158, Ter. Ed. 
Sections 39 and 41.  Filed in the office of the Secretary of the 
Commonwealth 
October 31, 1958 
/s/
   --------------------------------

Commissioner of Corporations and Taxation



RECEIVED 
$25 CK. 
MAY 28 - 1959 
CORPORATION DIVISION 
SECRETARY'S OFFICE 
 
Berkshire Gas Company, The 
 
CERTIFICATE OF INCREASE OF CAPITAL 
GENERAL LAWS, CHAPTER 164, TER. ED., SECTION 10 
AND CHAPTER 158, TER. ED., SECTIONS 39 AND 41 
 
Filed in the office of the Secretary of the Commonwealth. May 28, 1959 
 
I hereby approve the within certificate, this 27 th day of May, 1959 

/s/  ROBERT T. CAPELESS
     Robert T. Capeless 
     Commissioner of Corporations and Taxation 
 
DEPARTMENT OF 
T 
J MAY 27 - 1959 
R 
CORPORATIONS AND TAXATION 
 
 
RECEIVED 
$25.00 CK 
MAY 28 - 1959 
CORPORATION DIVISION 
SECRETARY'S OFFICE 
 
THE COMMONWEALTH OF MASSACHUSETTS 
 
Berkshire Gas Company, The 
 
ARTICLES OF AMENDMENT 
GENERAL LAWS, CHAPTER 156, SECTION 42 
 
Substitution of statement of terms relating to stock; 
 
Filed in the office of the Secretary of the Commonwealth, 
May 28, 1959 
 
I hereby approve the within certificate, this 27th day of May 1959. 

 
Robert T. Capeless 
Commissioner of Corporations and Taxation. 

 
DEPARTMENT OF  
T 
J  MAY 15 - 1959 
R 
CORPORATIONS AND TAXATION 
 
DEPARTMENT OF 
T 
J  MAY 27 - 1959 
R 
CORPORATIONS AND TAXATION 
 
 
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto 
signed our names, this twentieth day of May in the year 1959. 


/s/ 
 
J. C. Donnelly 
K. R. Knoblock 
F. A. O'Neill 
Robert W. McCracken 
Joseph T. Kelley 
J. Richard Cottrell 
 
 
THE BERKSHIRE GAS COMPANY 
STATEMENT OF THE DESIGNATIONS, PREFERENCES AND VOTING POWERS OR 
RESTRICTIONS OR QUALIFICATIONS OF THE CAPITAL STOCK OF THE COMPANY 
 
The authorized capital stock of the Company shall include, in addition to 
the common capital stock heretofore authorized, 7,935 shares of Cumulative 
Preferred Stock, of the par value of $100 per share, with the following 
designations, preferences, voting powers, restrictions and qualifications: 
 
SECTION 1. 

Provisions Applicable to All Shares of Cumulative Preferred Stock.

      (a)  All shares of Cumulative Preferred Stock shall be of equal rank 
with each other, regardless of class, and shall be identical with each 
other in all respects except as otherwise provided in Section II hereof 
with respect to the 5% Cumulative Preferred Stock and in Section III 
hereof with respect to the 6% Cumulative Preferred Stock; and the shares 
of Cumulative Preferred Stock of any one class shall be identical with 
each in all respects.

      (b)  In case the stated dividends on each class of Cumulative 
Preferred Stock are not paid in full, the shares of each class of 
Cumulative Preferred Stock shall share ratably in the payment of 
dividends, including accumulations thereof, if any, in accordance with the 
sums which would be payable on such shares if all dividends were declared 
and paid in full.

      (c)  The Cumulative Preferred Stock of each class shall be preferred 
as to assets over the Common Stock, so that the holders of each class of 
Cumulative Preferred Stock shall be entitled to have set apart for them or 
to be paid out of the assets of the Company, before any distribution is 
made to or set apart for the holders of Common Stock, an amount in cash 
equal to and in no event more than (1) in the event of any voluntary 
liquidation, dissolution or windings up of the Company, the redemption 
price of such class of the Cumulative Preferred Stock which would have 
been in effect at the time of the distribution or payment date if there 
had been no such liquidation, dissolution or winding up of the Company, or 
(2) in the event of involuntary liquidation, dissolution or winding up of 
the Company, the sum of $100 per share, plus in each case an amount equal 
to all dividends accrued and unpaid to the date of such liquidation, 
dissolution or winding up, whether or not earned or declared.

      If upon any liquidation, dissolution or winding up of the Company, 
the assets of the Company available for distribution to its stockholders 
shall be insufficient to permit the distribution in full of the amount 
receivable as aforesaid by the holders of each class of the Cumulative 
Preferred Stock, then all such assets of the Company shall be distributed 
ratably among the holders of each class of the Cumulative Preferred Stock 
in proportion to the amounts which they would be entitled to receive if 
such assets were sufficient to permit distribution in full as aforesaid.

      In the event of any liquidation, dissolution or winding up of the 
Company, all assets and funds of the Company remaining after paying or 
providing for the payment of all creditors of the Company and after paying 
or providing for the payment to the holders of shares of each class of the 
Cumulative Preferred Stock of the full distributive amounts to which they 
are respectively entitled, as herein provided, shall be divided among and 
paid to the holders of the Common Stock according to their respective 
shares.

      Neither the consolidation nor the merger of the Company with or into 
any other corporation or corporations, nor the sale or transfer by the 
Company of all or any part of its assets shall be deemed to be a 
liquidation, dissolution or winding up of the Company for the purpose of 
this paragraph (c).  (d) No holder of shares or Cumulative Preferred Stock 
of any cash sale be entitled as such as a matter of right to subscribe for 
or purchased any part of any new or additional issue of any stock of any 
class, series or kind whatsoever, or securities convertible into stock or 
any class, series or kind whatsoever, whether now or here after 
authorized, and whether issued for cash, property, services, by way of 
dividends, or otherwise.  

      (e)  (A)  At all meetings of the stockholders of the Company, the 
holders of shares of Cumulative Preferred Stock of any class shall have no 
right to vote and shall not be entitled to notice of any meetings of the 
stockholders of the Company nor to participate in any such meeting except 
as herein otherwise expressly provided and except for those purposes, if 
any, for which said rights can not be denied or waived under some 
mandatory provision of law which shall be controlled.

      (B)  If and when dividends payable on any shares of Cumulative 
Preferred Stock of any class shall be in default, in whole or in part, for 
four (4) full quarterly dividend periods (whether consecutive or not), or 
the Company shall be in default in making any sinking fund payment 
required by paragraph (e) or Section II hereof in respect of the 5% 
Cumulative Preferred Stock or by paragraph (e) of Section III hereof in 
respect of the 6% Cumulative Preferred Stock the holders of the shares of 
all classes of the Cumulative Preferred Stock, voting separately as a 
class, shall be entitled to elect the smallest number of directors 
necessary to constitute a majority of the full Board of Directors, in 
holders of the shares of the Common Stock, voting separately as a class, 
shall be entitled to elect the remaining directors of the Company, 
anything herein or in the by-laws to the contrary notwithstanding.  The 
terms of office of all persons who may be directors of the Company at the 
time shall terminate upon the election of one or more holders of the 
shares of the Common Stock shall then have elected the remaining directors 
of the Company.

      (C)  If and when all dividends then in default on the shares of the 
Cumulative Preferred Stock of all classes then outstanding shall be paid 
(and such dividends shall be declared and paid out of any funds legally 
available therefor as soon as reasonably practicable) and the full 
dividends as each class of the Cumulative Preferred Stock for the then 
current quarterly dividend period shall have been declared and paid or set 
apart for payment, and if and when all sinking fund payments under 
paragraph (e) of Section II hereof in respect of the 5% Cumulative 
Preferred Stock, and under paragraph (e) of Section III hereof in respect 
of the 6% Cumulative Preferred Stock, then in default shall have been 
made, and holders of the shares of all classes of the Cumulative Preferred 
Stock shall be divested of all voting rights with respect to the election 
of directors provided in sub-paragraph (B) of this paragraph (e), and the 
voting power of the holders of the shares of all classes of Cumulative 
Preferred Stock and holders of the shares of the Common Stock shall revert 
to the status existing before the first dividend payment on which 
dividends on the shares of all classes of Cumulative Preferred Stock were 
not paid in full; but always subject to the same prevision vesting such 
voting rights in the holders of the shares of all classes of Cumulative 
Preferred Stock in case of further like default or defaults on dividends 
thereon or in sinking fund payments, as provided in subparagraph (B) of 
this paragraph (e).  Upon the termination of any such voting rights as 
hereinabove provided, the terms of office of all persons who may have been 
elected directors of the Company by vote of the holders of the shares of 
all classes of Cumulative Preferred Stock as a class, pursuant to such 
voting rights, shall forthwith terminate and the resulting vacancies shall 
be filled by the vote of a majority of the remaining directors.

      Any director who shall have been elected by the holders of all 
classes of Cumulative Preferred Stock or by any directors so elected as 
herein provided may be removed during his aforesaid term of office, either 
for or without cause, by, and only by, the affirmative votes of the 
holders of record of a majority of the outstanding shares of all classes 
of Cumulative Preferred Stock given at a special meeting of such stock 
holders called for the purpose, and any vacancy thereby created may be 
filled by the holders of such stock presented at such meeting.

      (D)  In the case of any vacancy in the office of a director 
occurring among the directors elected buy the holders of the shares of all 
classes of Cumulative Preferred Stock, as a class, pursuant to the 
foregoing prevision of subparagraph (B) of this paragraph (e), the 
remaining directors elected by the holders of the shares of all classes of 
Cumulative Preferred Stock by affirmative vote of a majority thereof, or 
the remaining director so elected if there but not one, may, subject to 
the provisions of subparagraph (c) of this paragraph (e) elect a successor 
or successors to hold office for the unexpired terms of the director or 
the directors whose place or places shall be vacant.  Likewise, in case of 
any vacancy in the office of a director occurring among the directors 
elected by the holders of the shares of Cumulative Preferred Stock 
pursuant to the foregoing provisions of subparagraph (B) of this paragraph 
(e), the remaining directors elected by the holders of Common Stock, by 
affirmative vote of a majority thereof, or the remaining director so 
elected if there be but one, they elect a successor or successors to hold 
office for unexpired term of the director or directors whose place or 
places shall be vacant.

      (E)  Whenever under the provisions of subparagraph (B) of this 
paragraph (e), the right shall have occurred to be the holders of the 
shares of all classes of Cumulative Preferred Stock to elect directors, 
the Board of Directors shall be, within ten (10) days after the delivery 
of the Company at its principle office of a request to such elect by any 
holders of shares of any class Cumulative Preferred Stock entitled to 
vote, call a special meeting of the stockholders, to be held on 20 days' 
notice.  If such meeting shall not be called within such ten-day period, 
the holders of record of at least 10% in amount of any class of Cumulative 
Preferred Stock then outstanding, may designate in writing one of there 
number to call such meeting and the same may be called at the expense of 
the Company by such person so designated upon 20 days' notice.  Any holder 
of any class of Cumulative Preferred Stock so designated shall have access 
to the stock books of the Company for the purpose of causing a meeting of 
stockholders to be pursuant to these provisions.  At all meetings of 
stockholders held for the purpose of electing directors during such time 
as the holders of the shares of all classes of Cumulative Preferred Stock 
shall have the special right, voting separately as a class, to elect 
directors pursuant to subparagraph (B) of this paragraph (e), the presence 
in person or by proxy, of the holders of a majority of the outstanding 
shares of each class of stock (i.e. Cumulative Preferred Stock and Common 
Stock ) shall be required to constitute a quorum of such class for the 
election of directors; provided, however, that the absence of a quorum of 
the holders of stock of either such class shall not prevent the election 
at any such meeting or adjournment thereof of directors by the other such 
class if the necessary quorum of the holders of such stock is present in 
person or by proxy at such meeting; and provided further that in the event 
such a quorum of the holders of the shares of the Common Stock if present 
but such a quorum of the holders of the shares of all classes of 
Cumulative Preferred Stock is not present then the election of the 
directors elected by the holders of the shares of the Common Stock shall 
not be effective in the directors so elected by the holders of the shares 
of the Common Stock shall not assume there offices and duties until the 
holders of the shares of all classes of Cumulative Preferred Stock, with 
such a quorum present, shall have elected the directors they shall be 
entitled to elect; and provide further, however, that in the absence of a 
quorum of the holders of stock of either such class, a majority of those 
holders of the stock of such class who are present in person or by proxy 
shall have power to adjourn the election of the directors to be elected by 
such class from time to time without notice other than announcement at the 
meeting until the requisite amount of holders of such class shall be 
present in person or by proxy, but such adjournment shall not be made to a 
date beyond the date for the mailing of notice for the next annual meeting 
or the Company or the special meeting in lieu thereof.

      (F)  Except as otherwise required by the laws applicable to the 
Company and subject to the right of the Cumulative Preferred Stock of all 
classes (i) to vote in certain events as hereinbefore set forth in this 
paragraph (e); and (ii) not to have certain corporate action taken without 
the consent of the holders thereof as required by the provisions of 
paragraph h of Section II hereof and paragraph h of Section III hereof, 
the Common Stock shall have the exclusive voting rights for the election 
of directors and for all other purposes. 
 

SECTION II. 

Provisions applicable to all shares of 5% Cumulative Preferred Stock.

      (a)  6,435 shares of the Cumulative Preferred Stock shall be 
designated as "5% Cumulative Preferred Stock".

      (b)  The annual dividend rate shall be 5% per annum of the par value 
of $100 per share, of $5.00 per share per annum, payable quarterly on the 
15th days of October, January, April, and July.
 
      (c)  The aforesaid dividends shall accrue from the date of original 
issue and shall be cumulative so that if dividends in respect of any 
quarterly dividend period at the rate $5.00 per annum shall not have been 
paid or declared and set apart for the 5% Cumulative Preferred Stock and 
deficiency shall be fully paid or declared and set apart any dividend 
shall be paid upon or declared or set apart for the Common Stock.  
Dividends on 5% Cumulative Preferred Stock shall be deemed to accrue from 
day to day.

      (d)  The Company, by action of its Board of Directors, may redeem 
the whole or any part of the 5% Cumulative Preferred Stock at any time or 
from time to time, at the following redemption prices:
 
         $105 per share if redeemed prior to the fifth anniversary of the 
         date of issue; 

         $104 per share if redeemed on or after the fifth anniversary but 
         before the tenth anniversary of the date of issue; 

         $103 per share if redeemed on or after the tenth anniversary but 
         before the fifteenth anniversary of the date of issue; and 

         $102 per share if redeemed on or after the fifteenth anniversary 
         of the date of issue.
 
together with, in each case, an amount equal to all accrued and unpaid 
dividends thereon to the date fixed for redemption, whether or not earned 
or declared.

      If less than all of the outstanding shares of 5% Cumulative 
Preferred Stock are to redeemed in pursuance of the foregoing provisions 
for voluntary redemption, the aggregate number of shares so to be redeemed 
shall be allocated at the Company among the registered holders of such 
Stock at the time outstanding, to the nearest share, in the proportion 
that their respective holdings bear to the aggregate number of shares of 
such Stock at the time outstanding, provided that if the number of such 
registered holders shall be more than twenty, the shares to be redeemed 
shall be determined by lot in such usual manner as the Board of Directors 
shall deem proper.

      If less than all the outstanding shares of 5% Cumulative Preferred 
Stock are to be redeemed in pursuance of the foregoing provisions for 
voluntary redemption, the Company shall simultaneously with such 
redemption redeem such proportion of the then outstanding shares of 6% 
Cumulative Preferred Stock as the number of shares of 5% Cumulative 
Preferred Stock so to be redeemed bears to the aggregate number of shares 
of 5% Cumulative Preferred Stock then outstanding.

      The 5% Cumulative Preferred Stock shall also be redeemable through 
the operation of the sinking fund described in paragraph (e) hereof at 
$100 per share, together in each case with an amount equal to all accrued 
and unpaid dividends thereon to the date fixed for redemption, whether of 
not earned or declared.

      (e)  So long as any of the shares of the 5% Cumulative Preferred 
Stock shall be outstanding, the Company covenants to apt to a bank or 
trust company selected for that purpose by the Board of Directors 
(hereinafter called the "5% Preferred Stock Sinking Fund Trustee") as and 
for a sinking fund for the retirement of shares of the 5% Cumulative 
Preferred Stock, not later than September 1 in each calendar year 
commencing with the year 1959, an amount of cash equal to 4% of the 
aggregate par value of the largest number of shares of 5% Cumulative 
Preferred Stock issued at any time prior to the time of such payment.  
Without limitation of the rights and remedies of the holders of 5% 
Cumulative Preferred Stock in case of the Company's default in respect of 
the foregoing sinking fund obligation, such annual sinking fund obligation 
shall be cumulative so that if for any reason the Company shall bot have 
satisfied its full annual sinking fund obligation in any calendar year, 
then any such deficiency shall be added to the sinking fund obligation for 
the next succeeding calendar year.  Any cash paid to the 5% Preferred 
Stock Sinking Fund Trustee shall be held by it in trust for the equal and 
proportionate benefit of the holders of the 5% Cumulative Preferred Stock 
and shall be applied by it, subject to the provisions of paragraph (f) of 
this Section II, to the redemption of 5% Cumulative Preferred Stock, at 
$100 per share, together in each case with an amount equal to all accrued 
and unpaid dividends thereon to the date fixed for redemption, whether or 
not earned or declared.

      The 5% Preferred Stock Sinking Fund Trustee shall allocate the 
aggregate number of shares of 5% Cumulative Preferred Stock so to be 
redeemed among the registered holders of such Stock at the time 
outstanding, to the nearest share, in the proportion that their respective 
holdings bear to the aggregate number of shares of such Stock at the time 
outstanding, provided that if the number of such registered holders shall 
be more than twenty, the shares to be redeemed shall be determined by lot 
in such usual manner as the Preferred Stock Sinking Fund Trustee shall 
deem proper.

      (f)  At least 30 days prior to the date fixed for redemption (which 
latter date, in the case of redemption by operation of the foregoing 
sinking fund provisions, shall be no later than September 1 of the 
particular year, as heretofore provided) notice of every redemption shall 
be mailed to the holders of the record of the shares to be redeemed at 
their respective addresses as the same to be made by lot under the 
provisions of paragraphs (d) and (e) of this Section II, at least 30 days' 
previous notice of every redemption shall also be given by appropriate 
publication at least once in a daily newspaper printed in the English 
language and of general circulation in the City of Boston, Massachusetts.

      The notice so mailed shall state the date fixed for redemption 
(hereinafter called the redemption date) and shall call upon each 
stockholder to whom such notice shall be addressed to surrender to the 
Company on the redemption date, at the place designated in such notice, 
his certificate or certificates representing the number of shares 
specified in such notice of redemption.

      On or after the redemption date each holder of shares of 5% 
Cumulative Preferred Stock so called for redemption shall present and 
surrender his certificate or certificates for such shares to the Company 
at the place designated in the foregoing written notice and thereupon the 
redemption price of such shares shall be paid to or on the order of the 
person whose name appears on the certificate or certificates as the owner 
thereof.  In case less than all the shares represented by any such 
certificate are redeemed, a new certificate shall be issued representing 
the unredeemed shares.  If notice of redemption shall have been duly given 
as hereinbefore provided, and if on or before the redemption date 
specified in such notice all funds necessary for such redemption shall 
have been set aside by the Company, separate and apart from its other 
funds, in trust for the account of holders of the shares to be redeemed, 
so as to be and continue to be available therefor, then, notwithstanding 
that any certificate for such shares so called for redemption shall not 
have been surrendered for cancellation, from and after the date fixed for 
redemption, the shares represented thereby shall no longer be deemed to be 
outstanding, the right to receive dividends thereon shall cease to accrue 
and all rights with respect to such shares so called for redemption shall 
cease and terminate, except only the right of the holders thereof to 
receive, out of the funds so set aside in trust, the amount payable upon 
redemption thereof, without interest; provided, however, that the Company 
may, after giving notice of any such redemption as hereinbefore provided 
or after giving to the bank or trust company hereinafter referred to 
irrevocable authorization to give such notice and at any time prior to the 
redemption date specified in such notice, deposit in trust, for the 
account of the holders of the shares to be redeemed, funds necessary for 
such redemption with a bank or trust company in good standing, organized 
under the laws of the United States of America or of the Commonwealth of 
Massachusetts, doing business in the City of Boston, Massachusetts, having 
capital, surplus and undivided profits aggregating at least $5,000,000, in 
which case the aforesaid redemption notice to be mailed to the holders of 
record of the shares to be redeemed shall specify the office of such bank 
or trust company as the place of payment of the redemption price, and 
shall be redeemed at such place on or after the date fixed in such 
redemption notice (which shall not be later than the redemption date) 
against payment of the redemption price.

      Upon such deposit in trust, all shares with respect to which such 
deposit shall have been made shall no longer be deemed to be outstanding, 
and all rights with respect to such shares so called for redemption shall 
forthwith cease and terminate, except only the right of the holders 
thereof to receive, out of all the funds so deposited in trust, from and 
after the date of such deposit, the amount payable upon the funds so 
deposited in trust, from and after the date of such deposit, the amount 
payable upon the redemption thereof, without interest.  In case the holder 
of shares of 5% Cumulative Preferred Stock which shall have been called 
for redemption as provided herein shall not within six years of the date 
of redemption thereof or the date of such deposit with a bank or trust 
company, whichever is earlier, claim the amount so set aside or deposited 
in trust, as the case may be, for the redemption of such shares, such bank 
or trust company shall upon demand, pay over to the Company any such 
unclaimed amount so deposited with it and shall thereupon be relieved of 
all responsibility in respect thereof and the Company shall not be 
required to hold the amount so paid over to it, or any amount so set aside 
by it for the redemption of such shares, separate and apart from its other 
funds, and thereafter except as may be otherwise provided by law, the 
holders of such shares of 5% Cumulative Preferred Stock shall look only to 
the Company for payment of the redemption price redeemed, purchased or 
acquired by the Company whether by operation of the sinking fund 
provisions of paragraph (e) of this Section II or pursuant to paragraph 
(d) of this Section II shall not under any circumstances by reissued or 
otherwise disposed of by the Company and each surrendered certificate for 
shares of 5% Cumulative Preferred Stock so redeemed shall be canceled and 
retired in the manner permitted by law.

      (g)  Whenever full dividends on the shares of the 5% Cumulative 
Preferred Stock at the time outstanding for all past quarterly dividend 
periods and for the current quarterly dividend period shall have been paid 
or declared and set apart for payment, and provided that the Company shall 
be not be in default in respect of any sinking fund payment with respect 
to the 5% Cumulative Preferred Stock , then, and only then (subject to the 
provisions of subparagraph (h) (B) (b) of this Section II), such dividends 
as may be determined by the Board of Directors may be declared and paid on 
the Common Stock, but only out of funds legally available for the payment 
of dividends; provided, however, that so long as any shares of the 5% 
Cumulative Preferred Stock are outstanding, the Company shall not pay any 
dividends (other than dividends payable in Common Stock or in any other 
stock of the Company junior to the 5% Cumulative Preferred Stock as to 
assets and dividends) or make any distribution on, or purchase, or redeem, 
retire or otherwise acquire for value any of its Common Stock or other 
stock junior to 5% Cumulative Preferred Stock, if after giving affect to 
any such payment, distribution, purchase, redemption, retirement or 
acquisition the aggregate amount of such dividends, distribution, 
purchases and acquisitions, paid or made since July , 1954, including the 
amount then proposed to be expended for any such purpose, together with 
all other charges to earned surplus since July 1, 1954, exceeds the sum of 
the aggregate of (i) credits to earned surplus since July 1, 1954, (ii) 
amounts credited to capital surplus after July 1, 1954 arising from the 
donation to the Company of cash or securities (other than securities of 
the Company junior to the 5% Cumulative Preferred Stock) or transfers of 
amounts from earned surplus to capital surplus, and (iii) the aggregate 
net cash proceeds, or the fair value of any property other than cash, 
received by the Company from the sale of shares or any other security of 
the Company junior to 5% Cumulative Preferred Stock.  In computing the 
amount available for any such dividend, distribution, purchase, 
redemption, retirement or acquisition, charges and credits to earned 
surplus shall be made in accordance with sound accounting practice.

      (h)  (A)  So long as any shares of the 5% Cumulative Preferred Stock 
are outstanding, the Company shall not without the consent (given at a 
meeting duly called and held for that purpose) of the holders at least 
two-thirds of the total number of shares of 5% Cumulative Preferred Stock 
then outstanding;

           (a)  Create or authorize any stock ranking prior to or on a 
      parity with the 5% Cumulative Preferred Stock or the 6% Cumulative 
      Preferred Stock as to assets or dividends, or create or authorize 
      any security convertible into, or evidencing the right to purchase, 
      shares of any such stock, or increase the total authorized amount of 
      5% Cumulative Preferred Stock; or 

           (b)  amend, alter, change or repeal any of the rights, 
      privileges, preferences, powers, terms and conditions of the 5% 
      Cumulative Preferred Stock in any manner which would be prejudicial 
      to the holders thereof; or

           (c)  sell, lease, transfer or convey all or the greater part of 
      the Company's property or business; or

           (d)  become a party to any indenture, mortgage or deed of trust 
      or other agreement or instrument which by its terms shall restrict 
      the earned surplus or any other funds of the Company available for 
      the payment of dividends on the 5% Cumulative Preferred Stock or at 
      any sinking fund obligation imposed by paragraph (e) of this Section 
      II, unless provision shall be made in such indenture, mortgage or 
      deed of trust or other agreement or instrument permitting the 
      payment by the Company of (i) not less than $10.00 in respect of 
      each share of 5% Cumulative Preferred Stock then outstanding as 
      dividends thereon pursuant to the terms of paragraph (b) of this 
      Section II, and (ii) not less than $51,480 to satisfy the sinking 
      fund obligation for two yearly periods imposed by paragraph (e) of 
      this Section II; or

           (e)  merge or consolidate with or into another corporation in 
      such manner that the Company does not survive as a continuing 
      entity, if hereby the rights, privileges, preferences, powers, terms 
      or conditions of the 5% Cumulative Preferred Stock would be 
      adversely affected, or if there would thereupon be authorized or 
      outstanding securities which the Company, if it owned all of the 
      properties then owned by the resulting corporation, could not create 
      without the vote or consent of the holders of the 5% Cumulative 
      Preferred Stock.

      (B)  So long as any shares of the 5% Cumulative Preferred Stock are 
outstanding, the Company shall not, without the consent (given at a 
meeting duly called and held for that purpose) of the holders of the 
majority of the total number of shares of 5% Cumulative Preferred Stock 
then outstanding; 

           (a)  issue or sell addition shares of 5% Cumulative Preferred 
      Stock, or any shares of any stock ranking prior to or on a parity 
      with the 5% Cumulative Preferred Stock as to assets or dividends, 
      unless, after giving affect to such proposed issue or sale, (i) the 
      net earnings available for interest and dividends, determine an 
      accordance with sound accounting practice after all taxes and after 
      provision for depreciation and amortization at least equal to the 
      "minimum provision for depreciation" as hereinafter defined, for 
      twelve (12) consecutive calendar months out of fifteen (15) months 
      immediately preceding shall be at least one and one-half (1-1/2) times 
      the sum of (x) the aggregate annual interest requirements on all 
      indebtedness of the Company then outstanding and (y) the aggregate 
      annual dividend requirements on all shares of 5% Cumulative 
      Preferred Stock and all shares of any stock ranking to or on a 
      parity with 5% Cumulative Preferred Stock, to be outstanding; and 
      (ii) the Company's net earning available for dividends determine in 
      accordance with sound accounting practice after all taxes and after 
      provision for depreciation and amortization at least equal to the 
      "minimum provision for depreciation" as hereinafter defined, for 
      twelve (12) consecutive calendar months out of the fifteen (15) 
      months immediately proceeding shall be at least two and one-half 
      (2-1/2) times the aggregate annual dividends requirements on all 
      shares of 5% Cumulative Preferred Stock and all shares of any stock 
      ranking prior to or on a parity with 5% Cumulative Preferred Stock, 
      to be outstanding; and (iii) the total of the Company's capital 
      represented by the then outstanding shares of its stock ranking 
      junior to the 5% Cumulative Preferred Stock, plus the Company's 
      surplus and any amounts carried as premium on capital stock, would 
      be at least equal to the resulting aggregate par value, or in case 
      of stock without par value, the preference on involuntary 
      liquidation, of all shares of 5% Cumulative Preferred Stock, and all 
      shares of any stock ranking higher to or on a parity with 5% 
      Cumulative Preferred Stock, which would be outstanding after giving 
      affect to such proposed issue or sale; or

           (b)  declare or pay any dividends (other than dividends payable 
      in stock ranking junior to the 5% Cumulative Preferred Stock as to 
      assets and dividends) or make any distribution on, or purchase, or 
      redeem, retire or otherwise acquire for a consideration, any shares 
      of any kind of stock ranking junior to 5% Cumulative Preferred Stock 
      as to assets of dividends, except out of net earnings accumulated 
      after July 1, 1954, after all dividends paid or accrued since that 
      date on the 5% Cumulative Preferred Stock, or on any stock ranking 
      prior to or on a parity with the 5% Cumulative Preferred Stock as to 
      assets or dividends, and then only if after such action the 
      aggregate par value or, in the case of stock without par value, the 
      preference on voluntary liquidations of all outstanding shares of 5% 
      Cumulative Preferred Stock and all shares of any stock ranking prior 
      to or on parity with the 5% Cumulative Preferred Stock would not 
      exceed the sum of (i) the total capital of the Company represented 
      by the then outstanding stock ranking junior to 5% Cumulative 
      Preferred Stock as to assets and dividends and (ii) the surplus of 
      the Company and any amounts carried as premium on its capital stock.

      (C)  So long as dividends shall be in arrears on the 5% Cumulative 
Preferred Stock outstanding, the Company shall not, without the consent of 
the holders of a majority of the number of outstanding shares of such 
stock represented at a meeting duly called and held for such purpose (or, 
if at least one-third of the outstanding shares of such stock shall be 
voted against such action, then the affirmative vote of an absolute 
majority of such outstanding shares), purchase, redeem, retire or 
otherwise acquire for a consideration any shares of 5% Cumulative 
Preferred Stock or of any stock ranking on a parity with the 5% Cumulative 
Preferred Stock as to assets or dividends.

      (D)  The foregoing provisions as to vote or consent shall not apply 
if, in connection with any of the matters mentioned in subparagraphs (A), 
(B) or c above, provision is to be made for the redemption or retirement 
of all outstanding 5% Cumulative Preferred Stock.

      (E)  From time to time, and without limitation of other rights and 
powers of the Company as provided by law, the Company may reclassify its 
capital stock and may create or authorize one or more classes or kinds of 
stock ranking prior to or on a parity with or subordinate to the 5% 
Cumulative Preferred Stock, or may increase the authorized amount of the 
5% Cumulative Preferred Stock or of the Common Stock or of any other class 
of stock of the Company or may amend, after, change or repeal any of the 
rights, privileges, terms and conditions of the shares of the 5% 
Cumulative Preferred Stock or of the Common Stock, or of any other class 
of stock of the Company upon the vote, given at a meeting called for that 
purpose, of the holders of a majority of the shares of stock then entitled 
to vote thereon or upon such other vote of the holders of the shares of 
stock then entitled to vote thereon as may then be provided by law; 
provided that the consent of the holders of the shares of the 5% 
Cumulative Preferred Stock, required by the provisions of subparagraphs 
(A), (B) and (C) of this paragraph (h), if any such consent to be so 
required, shall have been obtained; and provided further that the rights, 
privileges, terms and conditions of the share of the Common Stock shall 
not subject to amendment, alteration, change or repeal without a consent 
(given in writing or by vote at a meeting called for that purpose) of all 
the holders of a majority of the total number of shares of the Common 
Stock then outstanding.

      (F)  For the purpose of this paragraph (h) of this Section II, 
outstanding shares of the 5% Cumulative Preferred Stock shall include all 
shares of such stock theretofore issued, except (a) shares held in the 
treasury of the Company, (b) shares which shall have been redeemed and (c) 
shares for the redemption of which moneys in the necessary amount shall 
have been deposited in trust with a bank or trust company in accordance 
with paragraphs (e) and (f) of this Section II, and which shall have been 
duly called for redemption.

      (i)  The rights and remedies herein granted to holders of the 5% 
Cumulative Preferred Stock shall be in addition to all other rights and 
remedies to which they may be otherwise entitled by law. 

 
SECTION III. 

Provisions Applicable to All Shares of 6% Cumulative Preferred Stock.

      (a)  1,500 shares of the Cumulative Preferred Stock shall be 
designated as "6% Cumulative Preferred Stock."

      (b)  The annual dividend rate shall be 6% per annum of the par value 
of $100.00 per share, or $6.00 per share, payable quarterly on the 15th 
days of October, January, April, and July.

      (c)  The aforesaid dividends shall accrue from the date of original 
issue and shall be cumulative so that if dividends in respect of any 
quarterly dividend period at the rate $6.00 per annum shall not have been 
paid upon or declared and set apart for the 6% Cumulative Preferred Stock, 
the deficiency shall be fully paid or declared and set apart before any 
dividend shall be paid upon or declared or set apart for the Common Stock.  
Dividends on the 6% Cumulative Preferred Stock shall be deemed to accrue 
from day to day.

      (d)  The Company, by action of its Board of Directors, may redeem 
the whole or any part of the 6% Cumulative Preferred Stock at any time or 
from time to time, at the following redemption prices: 


         $110.00 per share if redeemed prior to the 5th anniversary of the 
         date of issue; 

         $105.00 per share if redeemed on and after the 5th anniversary 
         but before the 10th     anniversary of the date of issue;   

         $103.00 per share if redeemed on or after the 10th anniversary 
         but before the 15th     anniversary of the date of issue; and 

         $100.00 per share if redeemed on or after the 15th anniversary of 
         the date of issue,
 
together with, in each case, an amount equal to all accrued and unpaid 
dividends thereon to the date fixed for redemption, whether or not earned 
or declared.

      If less than all of the outstanding shares of 6% Cumulative 
Preferred Stock are to be redeemed in pursuance of the foregoing 
provisions for voluntary redemption, the aggregate number of shares so to 
be redeemed shall be determined in the manner specified in paragraph (d) 
of Section II hereof.

      If less than all of the outstanding shares of 6% Cumulative 
Preferred Stock are to be redeemed in pursuance of the foregoing 
provisions for voluntary redemption, the Company shall simultaneously with 
such redemption redeem such proportion of the then outstanding shares of 
5% Cumulative Preferred Stock as the number of shares of 6% Cumulative 
Preferred Stock so to be redeemed bears to the aggregate number of shares 
of 6% Cumulative Preferred Stock then outstanding.

      The 6% Cumulative Preferred Stock shall also be redeemable at $100 
per share, together in each case with an amount equal to all accrued and 
unpaid dividends thereon to the date fixed for redemption, whether or not 
earned or declared through the operation of the sinking fund described in 
paragraph (e) of this Section III.

      (e)  So long as any of the shares of the 6% Cumulative Preferred 
Stock shall be outstanding, the Company covenants to pay to a bank or 
trust company selected for that purpose by the Board of Directors 
(hereinafter called the "6% Preferred Stock Sinking Fund Trustee") as and 
for a sinking fund for the retirement of shares of the 6% Cumulative 
Preferred Stock not later than April 1 in each calendar year commencing 
with the year 1960, an amount of cash equal to 4% of the aggregate par 
value of the largest number of shares at 6% Cumulative Preferred Stock 
issued at any time prior to the time of such payment.  Without limitation 
of the rights and remedies of the holders of the 6% Cumulative Preferred 
Stock in case of the Company's default in respect of the foregoing sinking 
fund obligation, such sinking fund obligation shall be cumulative so that 
if for any reason the Company shall not have satisfied its full annual 
sinking fund obligation in any calendar year with respect to the 6% 
Cumulative Preferred Stock, then any such deficiency shall be added to the 
sinking fund obligation for the next succeeding calendar year.  Any cash 
paid to the 6% Preferred Stock Sinking Fund Trustee shall be held by it in 
trust for the equal and proportionate benefit of the holders of the 6% 
Cumulative Preferred Stock and shall be applied by it, subject to the 
provisions of paragraph (f) of this Section III, to the redemption of 6% 
Cumulative Preferred Stock, at $100.00 per share, together in each case 
with an amount equal to all accrued and unpaid dividends thereon to the 
date fixed for redemption, whether or not earned or declared.

      (f)  Every redemption of shares of 6% Cumulative Preferred Stock, 
whether by operation of the sinking fund provisions therefor or by 
voluntary action by the Company, shall be made in the manner, upon the 
notice and with the effect provided in paragraphs (e) and (f) of Section 
II hereof and all or any shares of the 6% Cumulative Preferred Stock at 
any time redeemed, purchased or acquired by the Company whether by 
operation of the sinking fund provisions of paragraph (e) of the is 
Section III or pursuant to paragraph (f) of this Section III shall not 
under any circumstances by reissued or otherwise disposed of by the 
Company and each surrendered certificate for shares of 6% Cumulative 
Preferred Stock so redeemed shall be canceled and retired in the manner 
permitted by law.

      (g)  Whenever full dividends on the shares of the 6% Cumulative 
Preferred Stock at the time outstanding for all past quarterly dividends 
periods and for the current quarterly dividends period shall have been 
paid or declared and set apart for payment with respect to the 6% 
Cumulative Preferred Stock, then, and only then (subject to the provisions 
of subparagraph (h)(B)(b) of this Section III), such dividends as may be 
determined by the Board of Directors may be declared and paid on the 
Common Stock, but only out of funds legally available for the payment of 
dividends; provided, however, that so long as any shares of the 6% 
Cumulative Preferred Stock are outstanding, the Company shall not pay any 
dividends (other than dividends payable in Common Stock or in any other 
stock of the Company junior to the 6% Cumulative Preferred Stock as to 
assets and dividends) or make any distribution on, or purchase, or redeem, 
retie or otherwise acquire for value, any of its Common Stock or other 
stock junior to the 6% Cumulative Preferred Stock, if after giving effect 
to any such payment, distribution, purchase, redemption, retirement or 
acquisition the aggregate amount of such dividends, distributions, 
purchases and acquisitions, paid or made since June 30, 1958, including 
the amount then proposed to be expended for any such purpose, together 
with all other charges to earned surplus since June 30, 1958, exceeds the 
sum of the aggregate of (i) $50,000, (ii) credits to earned surplus since 
June 30, 1958, (iii) amounts credited to capital surplus after June 30, 
1958 arising from the donation to the Company of cash or securities (other 
than securities of the Company junior to the 6% Cumulative Preferred 
Stock) or transfers of amounts from earned surplus to capital surplus, and 
(iv) the aggregate net cash proceeds, or the fair value of any property 
other than cash, received by the Company from the sale of shares or any 
other security of the Company junior to the 6% Cumulative Preferred Stock.  
In computing the amount available for any such dividend, distribution, 
purchase, redemption, retirement or acquisition, charges and credits to 
earned surplus shall be made in accordance with sound accounting practice.

      (h)  (A)  So long as any shares of the 6% Cumulative Preferred Stock 
are outstanding, the Company shall not without the consent (given at a 
meeting duly called and held for that purpose) of the holders of at least 
two-thirds of the total number of shares of 6% Cumulative Preferred Stock 
then outstanding;

           (a)  create or authorize any stock ranking prior to or on a 
      parity with the 6% Cumulative Preferred Stock or the 5% Cumulative 
      Preferred Stock as to assets or dividends, or create or authorize 
      any security convertible into, or evidencing the right to purchase, 
      shares of any such stock, or increase the total authorized amount of 
      6% Cumulative Preferred Stock; or

           (b)  amend, alter, change or repeal any of the rights, 
      privileges, preferences, powers, terms and conditions of the 6% 
      Cumulative Preferred Stock in any manner which would be prejudicial 
      to the holders hereof; or

           (c)  sell, lease, transfer or convey all or the greater part of 
      the Company's property or business; or

           (d) create, assume, incur, have outstanding, or in any manner 
      become liable in respect of, any unsecured indebtedness for borrowed 
      money in excess of $1,200,000 at any one time outstanding, payable on 
      demand or within one year from the date of borrowing and nor 
      renewable at the option of the Company; or

           (e)  create, assume, incur, have outstanding, or in any manner 
      become liable in respect of, any indebtedness, direct or contingent, 
      secured by the pledge of evidence of indebtedness executed by 
      customers of the Company as consideration for the purchase (whether 
      from the Company or from dealers) of standard gas appliance unless 
      the Company shall have simultaneously therewith created and set 
      aside a reserve at $1,500 in respect of each $100,000 principal 
      amount, or part thereof, of evidences of customers indebtedness so 
      pledged by the Company as security for the payment of such 
      indebtedness of the Company; or

           (f)  become a party to any indenture, mortgage or deed of trust 
      or other agreement or instrument which by its terms shall restrict 
      the earned surplus or any other funds of the Company available for 
      the payment of dividends on the 6% Cumulative Preferred Stock or of 
      any sinking fund obligation imposed by paragraph (e) of this Section 
      III, unless provision shall be made in such indenture, mortgage or 
      deed of trust or other agreement or instrument permitting the 
      payment by the Company of (i) not less than $12.00 in respect of 
      each share of 6% Cumulative Preferred Stock then outstanding as 
      dividends thereon pursuant to the terms of paragraph (b) of this 
      Section III, and (ii) not less than $12,000 to satisfy the sinking 
      fund obligation for two yearly periods imposed by paragraph (e) of 
      this Section III; or

           (g)  merge or consolidate with or into any other corporation in 
      such manner that the Company does not survive as a continuing 
      entity, if thereby the rights, privileges, preferences, powers, 
      terms or conditions of the 6% Cumulative Preferred Stock would be 
      adversely affected, or if there would, thereupon, be authorized or 
      outstanding securities which the Company, if it owned all of the 
      properties then owned by the resulting corporation, could not create 
      without the vote or consent of the holders of the 6% Cumulative 
      Preferred Stock.

      (B)  So long as any shares of the 6% Cumulative Preferred Stock are 
outstanding, the Company shall not, without the consent (given at a 
meeting duly called and held for that purpose) of the holders of a 
majority of the total number of shares of 6% Cumulative Preferred Stock 
then outstanding:

           (a)  issue or sell any additional shares of 6% Cumulative 
      Preferred Stock, or any shares of any stock ranking prior to or on a 
      parity with the 6% Cumulative Preferred Stock as to assets or 
      dividends, unless, after giving effect to such proposed issue or 
      sale, (i) the net earnings of the Company available for interest and 
      dividends, determined in accordance with sound accounting practice 
      after all taxes and after provision for depreciation and 
      amortization at least equal to the "minimum provision for 
      depreciation" as hereinafter defined, for twelve (12) consecutive 
      calendar months out of fifteen (15) months immediately preceding 
      shall be at least one and one-half (1-1/2) times the sum of (x) the 
      aggregate annual interest requirements on all indebtedness of the 
      Company then outstanding and (y) the aggregate annual dividend 
      requirements on all shares of 6% Cumulative Preferred Stock and all 
      shares of any stock ranking prior to or on a parity with the 6% 
      Cumulative Preferred Stock, to be outstanding; and (ii) the 
      Company's net earnings available for dividends, determined in 
      accordance with sound accounting practice after all taxes and after 
      provision for depreciation and amortization at least equal to the 
      "minimum provision for the fifteen (15) months immediately 
      preceding, shall be at least two and one-half (2-1/2) times the 
      aggregate annual dividend requirements on all shares of 6% 
      Cumulative Preferred Stock and all shares of any stock ranking prior 
      to or on a parity with the 6% Cumulative Preferred Stock, to be 
      outstanding; and (iii) the total of the Company's capital 
      represented by the then outstanding shares of its stock ranking 
      junior to the 6% Cumulative Preferred Stock, plus the Company's 
      surplus and any amounts carried as premium on capital stock, would 
      be at least equal to the resulting aggregate par value, or in case 
      of stock without par value, the preference on involuntary 
      liquidation, of all shares of 6% Cumulative Preferred Stock and all 
      shares of any stock ranking prior to or on a parity with the 6% 
      Cumulative Preferred Stock, which would be outstanding after giving 
      affect to such proposed issue or sale; or

           (b)  declare or pay any dividends (other than dividends payable 
      in stock ranking junior to the 6% cumulative Preferred Stock as to 
      assets and dividends) or make any distribution on, or purchase, or 
      redeem, retire or otherwise acquire for a consideration, any shares 
      of any kind of stock ranking junior to the 6% Cumulative Preferred 
      Stock as to assets or dividends, except out of net earnings 
      accumulated after June 30, 1958 plus $50,000, after all dividends 
      paid or accrued since that date on the 6% Cumulative Preferred 
      Stock, or on any stock ranking prior to or on a parity with the 6% 
      Cumulative Preferred Stock as to assets or dividends, and then only 
      if after such action the aggregate par value or, in the case of 
      stock without par value, the preference on involuntary liquidation 
      of all outstanding shares of 6% Cumulative Preferred Stock and all 
      shares of any stock ranking prior to or on a parity with the 6% 
      Cumulative Preferred Stock would not exceed the sum of (I) the total 
      capital of the Company represented by the then outstanding stock 
      ranking junior to the 6% Cumulative Preferred Stock as to assets and 
      dividends and (ii) the surplus of the Company and any amounts 
      carried as premium on its capital stock.  The term "minimum 
      provision for depreciation" shall mean, for any 12-months' period, 
      an amount equal to 2% of the average gross depreciable plant 
      property account of the Company during such period.

      (C) So long as dividends shall be in arrears on the 6% Cumulative 
Preferred Stock outstanding, the Company shall not, without the consent of 
the holders of a majority of the number of outstanding shares of such 
stock represented at a meeting duly called and hold for such purpose (or, 
it at least one-third of the outstanding shares of such stock shall be 
voted against such action, then the affirmative vote of an absolute 
majority of such outstanding shares), purchase, redeem, retire or 
otherwise acquire for a consideration any shares of 6% Cumulative 
Preferred Stock or of any stock ranking on a parity within the 6% 
Cumulative Preferred Stock as to assets or dividends.

      (D)  The foregoing provisions as to vote or consent shall not apply 
if, in connection with any of the matters mentioned in subparagraphs (A), 
(B), or (C) of this paragraph (h), provision is to be made for the 
redemption or retirement of all the outstanding 6% Cumulative Preferred 
Stock.

      (E)  From time to time, and without limitation of other rights and 
powers of the Company as provided by law, the Company may reclassify its 
capital stock and may create or authorize one or more classes or kinds of 
stock ranking prior to or on a parity with or subordinate to the 6% 
Cumulative Preferred Stock, or may increase the authorized amount of the 
6% Cumulative Preferred Stock or of the Common Stock or of any other class 
of stock of the Company or may amend, alter, change or repeal any of the 
rights, privileges, terms and conditions of the shares of the 6% 
Cumulative Preferred Stock or of the Common Stock, or of any other class 
of stock of the Company, upon the vote, given at a meeting called for that 
purpose, of the holders of a majority of the shares of stock then entitled 
to vote thereon or upon such other vote of the holders of the shares of 
stock then entitled to vote thereon as may then be provided by law; 
provided that the consent of the holders of the shares of the 6% 
Cumulative Preferred Stock, required by the provisions of subparagraph 
(A), (B), and (C) of this paragraph (h), if any such consent be so 
required, shall have been obtained; and provided further that the rights, 
privileges, terms and conditions of the shares of the Common Stock shall 
not be subject to amendment, alteration, change or repeal without the 
consent (given in writing or by vote at a meeting called for that purpose) 
of the holders of a majority of the total number of shares of the Common 
Stock then outstanding.

      (F)  For the purpose of this paragraph (h) of this Section III, 
outstanding shares of the 6% Cumulative Preferred Stock shall include all 
shares of such stock theretofore issued, except (a) shares held in the 
treasury of the Company, (b) shares which shall have been redeemed and (c) 
shares for the redemption of which moneys in the necessary amount shall 
have been deposited in trust with a bank or trust company in accordance 
with paragraphs (e) and (f) of this Section III, and which shall have been 
duly called for redemption.

      (i)  The rights and remedies herein granted to holders of the 6% 
Cumulative Preferred Stock shall be in addition to all other rights and 
remedies to which they may be otherwise entitled by law. 
 


THE COMMONWEALTH OF MASSACHUSETTS 
DEPARTMENT OF CORPORATIONS AND TAXATION 
235 STATE HOUSE, BOSTON 33 
ARTICLES OF AMENDMENT 
 
This certificate must be submitted to the Commissioner of Corporations and 
Taxation within thirty days after the date of the vote of the stockholders, 
in accordance with General Laws, Chapter 156, Section 43.  FEE for filing 
certificate providing for a change of shares with par value to shares 
without par value, whether or not the capital is changed thereby, one cent 
for each shares without par value resulting from such change, less an amount 
equal to one twentieth of one per cent of the total par value of the shares 
so changed; but not in any case less than $25.00.  The fee for filing all 
other amendments is $15.00.  Make check payable to THE COMMONWEALTH OF 
MASSACHUSETTS 
 
WE, Joseph T. Kelley, Vice President, J. Richard Cottrell, Assistant 
Treasurer, and J.C. Donnelly, K.D. Knoblock, F.Q. O'Neill, Robert McCracken 
and Joseph T. Kelley being a majority of the Directors of The Berkshire Gas
Company located at Pittsfield, Massachusetts in compliance with the provisions
of General Laws, Chapter 156, do hereby certify that at a meeting of the
stockholders of the corporation, duly called for the purpose, held April 16,
1959, by the affirmative vote of 10,531 shares of the preferred stock and of
107,366 shares of the common stock of the corporation, being at least a
majority of all the stock outstanding and entitled to vote, the following
amendment or alteration in the Agreement of Association and Articles of
Organization of the corporation was duly adopted, namely;
 
That the Charter, Agreement of Association and Articles of Organization of 
The Berkshire Gas Company be and they hereby are amended by striking out the 
statement of the terms on which the 5% Cumulative Preferred Stock and the 6% 
Preferred Stock are to be created and of the method of voting thereon and by 
substituting therefor the following statement: 
 
THE COMMONWEALTH OF MASSACHUSETTS 
DEPARTMENT OF CORPORATIONS AND TAXATION 
 
WE, Joseph T. Kelley, Vice President, J. Richard Cottrell, Assistant 
Treasurer, and J.C. Donnelly, K.D. Knoblock, F.Q. O'Neill, Robert McCracken 
and Joseph T. Kelley being a majority of the Directors of The Berkshire Gas 
Company in compliance with the provisions of section forty of chapter one 
hundred and fifty-eight (Chapter 164 Section 10) of the General Laws, Ter. 
Ed., do hereby certify that a meeting of the stockholders called for the 
purpose the capital stock of said corporation has been decreased by the 
amount of One hundred thousand dollars,
 
The total amount of capital stock already authorized is
      11,435   (shares preferred.
      137,161  (shares common. 

The amount of fully paid capital stock already issued for cash is
      11,435   (shares preferred*
      137,161  (shares common. 

722 shares of preferred stock have been redeemed in accordance with the 
sinking fund provision 

The amount of fully paid capital stock already issued for property is
      none  (shares preferred.
      None  (shares common. 

The amount of stock by which the capital stock is to be reduced is
      5,000  (shares preferred
             (shares common. 

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed 
our names, this 22nd day of May in the year 1959. 
Berkshire Gas Company, The 
CERTIFICATE OF REDUCTION OF CAPITAL 
General Laws, Chapter 164, Ter. Ed., Section 10 and Chapter 158, Ter. Ed., 
Section 40. 
 
Filed in the office of the Secretary of the Commonwealth. 
May 26, 1959. 

I hereby approve the within certificate, this 26th day of May, 1959. 
Commissioner of Corporations and Taxation. 
 
THE COMMONWEALTH OF MASSACHUSETTS 
DEPARTMENT OF CORPORATIONS AND TAXATION 
 
WE, Joseph T. Kelley, Vice President, J. Richard Cottrell, Assistant 
Treasurer, and J.C. Donnelly, K.D. Knoblock, F.Q. O'Neill, Robert McCracken 
and Joseph T. Kelley being a majority of the Directors of The Berkshire Gas 
Company in compliance with the provisions of section thirty-nine of chapter 
one hundred and fifty-eight (Chapter 164 Section 10) of the General Laws, 
Ter. Ed., do hereby certify that a meeting of the stockholders called for 
the purpose the capital stock of said corporation has been increased by the 
amount of One hundred fifty thousand dollars, and that the same has all been 
paid in on May 27, 1959.

      The toatal amount of capital stock already authorized is
      6,435    (shares preferred.
      137,161  (shares common 

      the amount of fully paid capital stock already issued for cash is
      6,435    (shares preferred*
      137,161  (shares common 

*722 shares of preferred stock have been redeemed in accordance with the 
sinking fund provisions.  The amount of fully paid capital stock already 
issued for property is
      None    (shares preferred
      None    (shares common 

The amount of additional capital stock authorized is
      1,500  (shares preferred
             (shares common 

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, 
we have hereto signed our names, this 27th day of May in the year 1959. 

Berkshire Gas Company, The 
CERTIFICATE OF INCREASE OF CAPITAL 
General Laws, Chapter 164, Ter. Ed., Section 10 and Chapter 158, Ter. Ed., 
Section 39 and 41 
 
Filed in the office of the Secretary of the Commonwealth. 
May 28, 1959. 

I hereby approve the within certificate, this 27th day of May, 1959. 
Commissioner of Corporations and Taxation.



The Commonwealth of Massachusetts 
 
Berkshire Gas Company 
 
Articles of Amendment 
General Laws, Chapters 156, Section 42
                        58, Section 39 
 
Amendment to statement of designations, preferences and voting powers or 
restrictions or qualifications of capital stock. 
Filed in the office of Secretary of the Commonwealth, August 8, 1960 
 
I hereby approve the within certificate, this 8th day of August, 1960 
 
/s/ 


Commissioner of Corporations and Taxation 
 
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto 
signed our names, this eighth day of August in the year 1960. 
 
The term "minimum provision for depreciation" shall mean, for any 12-
months' period, an amount equal to 2% of the average gross depreciable 
plant property account of the Company during such period. 
 
(C)  So long as dividends shall be in arrears on the 5 7/8% Cumulative 
Preferred Stock outstanding, the Company shall not, without the consent of 
the holders of a majority of the number of outstanding shares of such 
stock represented at a meeting duly called and held for such purpose (or, 
if at least one-third of the outstanding shares of such stock shall be 
voted against such action, then the affirmative vote of the absolute 
majority of such outstanding shares), purchase, redeem, retire or 
otherwise acquire for a consideration any shares of 57/8% Cumulative 
Preferred Stock or of any stock ranking on a parity with the 5 7/8% 
Cumulative Preferred Stock or of any stock ranking on a parity with the 5 
7/8% Cumulative Preferred Stock as to assets or dividends. 
 
(D)  The foregoing provisions as to vote or consent shall not apply if, 
in connection with any of the matters mentioned in subparagraphs (A), (B) 
or (C) of this paragraph (h), provision is to be made for the redemption 
or retirement of all the outstanding 5 7/8% Cumulative Preferred Stock. 
 
(E)  From time to time, and without limitation of other rights and 
powers of the Company as provided by law, the Company may reclassify its 
capital stock and may create or authorize one or more classes or kinds of 
stock ranking prior to or on a parity with or subordinate to the 5 7/8% 
Cumulative Preferred Stock, or may increase the authorized amount of the 5 
7/8% Cumulative Preferred Stock or of the Company Stock or of any other 
class of stock of the Company or may amend, alter, change or repeal any of 
the Common Stock, or of any other class of stock of the Company,  upon the 
vote, given at a meeting called for that purpose, of the holders of a 
majority of the shares of stock then entitled to vote thereon or upon such 
other vote of the holders of the shares of stock then entitled to vote 
thereon as may then be provided by law; provided that the consent of the 
holders of the shares of the 5 7/8% Cumulative Preferred Stock required by 
the provisions of subparagraphs (A), (B) and (C) of this paragraph (h), if 
any such consent be so required, shall have been obtained; and provided 
further that the rights, privileges, terms and conditions of the shares of 
the Common Stock shall not be subject to amendment, alteration, change or 
repeal without the consent (given in writing or by vote at a meeting 
called for that purpose) of the holders of a majority of the total number 
of shares of the Common Stock then outstanding. 
 
(F)  For the purpose of the paragraph (h) of this Section IV, 
outstanding shares of the 5 7/8% Cumulative Preferred Stock shall include 
all shares of such stock theretofore issued, except (a) shares held in the 
treasury of the Company, (b) shares which shall have been redeemed and (c) 
shares for the redemption of which moneys in the necessary amount shall 
have been deposited in trust with a bank or trust company in accordance 
with paragraphs (e) and (f) of this Section IV, and which shall have been 
duly called for redemption. 
 
(i)  The rights and remedies herein granted to holders of the 5 7/8% 
Cumulative Preferred Stock shall be in addition to all other rights and 
remedies to which they may be otherwise entitled by law. 
 
SECTION IV 

(a)  5,000 shares of the Cumulative Preferred Stock shall be designated 
as "5 7/8% Cumulative Preferred Stock" 

(b)  The annual dividend rate shall be 5 7/8% per annum of the par value of 
$100.00 per shares, or $5.875 per share, payable quarterly on the 15th 
days of October, January, April and July. 

(c)  The aforesaid dividends shall accrue from the date of original issue 
and shall be cumulative so that if dividends in respect of any quarterly 
dividend period at the rate of $5.875 per annum shall not have been paid 
upon or declared and set apart for the 5 7/8% Cumulative Preferred Stock, 
the deficiency shall be fully paid or declared and set apart before any 
dividend shall be paid upon or declared or set apart for the 5 7/8% 
Cumulative Preferred Stock shall be deemed to accrue from day to day. 

(d)  The Company, by action of its Board of Directors, may redeem the 
whole or any part of the 5 7/8% Cumulative Preferred Stock at any time or 
from time to time, at the following redemption prices: 

      $110.00    per share if redeemed prior to the 5th anniversary of 
                 the date of issue; 

      $105.00    per share if redeemed on and after the 5th anniversary 
                 but before the 10th anniversary  of the date of issue;

      $103.00    per share if redeemed on or after the 10th anniversary 
                 but before the 15th anniversary of the date of issue; and

      $100.00    per share if redeemed on or after the 15th anniversary of
                 the date of issue. 
 
together with, in each case, an amount equal to all accrued and unpaid 
dividends thereon to the date fixed for redemption, whether or not earned 
or declared. 
 
If less than all of the outstanding shares of 5 7/8% Cumulative Preferred 
Stock are to be redeemed in pursuance of the foregoing provisions for 
voluntary redemption, the aggregate number of shares so to be redeemed 
shall be allocated in the manner specified in paragraph (d) of Section II 
hereof. 
 
If less than all of the outstanding shares of 5 7/8% Cumulative Preferred 
Stock are to be redeemed in pursuance of the foregoing provisions for 
voluntary redemption,  the Company shall simultaneously with such 
redemption redeem such proportion of the then outstanding shares of 5% 
Cumulative Preferred Stock and 6% Cumulative Preferred Stock as the number 
of shares of 5 7/8% Cumulative Preferred Stock so to be redeemed bears to 
the aggregate number of shares of 5 7/8% Cumulative Preferred Stock then 
outstanding. 
 
The 5 7/8% Cumulative Preferred Stock shall also be redeemable at $100 per 
share, together in each case with an amount equal to all accrued and 
unpaid dividends thereon to the date fixed for redemption, whether or not 
earned or declared, through the operation of the sinking fund described in 
paragraph (e) of this Section IV. 
 
(e)  So long as any of the shares of the 5 7/8% Cumulative Preferred Stock 
shall be outstanding, the Company covenants to pay to a bank or trust 
company selected for that purpose by the Board of directors (hereinafter 
called the "5 7/8% Preferred Stock Sinking Fund Trustee") as and for a 
sinking fund for the retirement of shares of the 5 7/8% Cumulative 
Preferred Stock not later than April 1 in each calendar year commencing 
with the year 1962 an amount of cash equal to 4% of the aggregate par 
value of the largest number of shares of 5 7/8% Cumulative Preferred Stock 
issued at any time prior to the time of such payment.  Without limitation 
of the rights and remedies of the holders of the 5 7/8% Cumulative 
Preferred Stock in case of the Company's default in respect of the 
foregoing sinking fund obligation, such sinking fund obligation shall be 
cumulative so that if for any reason the Company shall not have satisfied 
its full annual sinking fund obligation in any calendar year with respect 
to the 5 7/8% Cumulative Preferred Stock, then any such deficiency shall 
be added to the  sinking fund obligation for the next succeeding calendar 
year.  Any cash paid to the 5 7/8% Preferred Stock Sinking Fund Trustee 
shall be held by it in trust for the equal and proportionate benefit of 
the holders of the  5 7/8% Cumulative Preferred Stock and shall be applied 
by it, subject to the provisions of paragraph (f) of this Section IV, to 
the redemption of 5 7/8% Cumulative Preferred Stock, at $100.00 per share, 
together in each case with an amount equal to all accrued and unpaid 
dividends thereon to the date fixed for redemption, whether or not earned 
or declared. 
 
(f)  Every redemption of shares of 5 7/8% Cumulative Preferred Stock, 
whether by operation of the sinking fund provisions therefore or by 
voluntary action by the Company, shall be made in the manner, upon the 
notice and with the effect provided in paragraphs (e) and (f) of Section 
II hereof and all or any shares of the  5 7/8% Cumulative Preferred Stock 
at any time redeemed, purchased or acquired by the Company whether by 
operation of the sinking fund provisions of paragraph (e) of this Section 
IV or pursuant to paragraph (f) of this Section IV shall not under any 
circumstances be reissued or otherwise disposed of by the Company and each 
surrendered certificate for shares of 5 7/8% Cumulative preferred Stock so 
redeemed shall be canceled and retired in the manner permitted by law. 
 
(g)  Whenever full dividends on the shares of the 5 7/8% Cumulative 
Preferred stock at the time outstanding for all past quarterly dividend 
periods and for the current quarterly dividend period shall have been paid 
or declared and set apart for payment, and provided that the Company shall 
not be in default in respect of any sinking fund payment with respect to 
the 5 7/8% Cumulative Preferred Stock, then and only then (subject to the 
provisions of subparagraph (h), (B), (b) of this Section IV, such 
dividends as may be determined by the Board of Directors may be declared 
and paid on the Common Stock, but only out of funds legally available for 
payment of dividends; provided, however, that so long as any shares of the 
5 7/8% Cumulative Preferred Stock are outstanding, the Company shall not 
pay any dividends (other than dividends payable in Common Stock or in any 
other stock of the Company junior to the 5 7/8% Cumulative Preferred Stock 
as to assets and dividends)or make any distribution on, or purchase, or 
redeem, retire or otherwise acquire for value, any of its Common Stock or 
other stock junior to the 5 7/8% Cumulative Preferred Stock, if after 
giving effect to any such payment, distribution, purchase, redemption, 
retirement or acquisition the aggregate amount of such dividends, 
distributions, purchases and acquisitions, paid or made since June 30, 
1960, including the amount then proposed to be expended for any such 
purpose, together with all other charges to earned surplus since June 0, 
1960, exceeds the sum of the aggregate of (i) $100,000; (ii) credits to 
earned surplus since June 30, 1060; (iii) amounts credited to capital 
surplus after June 30,1960 arising from the donation to the Company of 
cash or securities (other than securities of the Company junior to the  5 
7/8% Cumulative Preferred Stock) or transfers of amounts from earned 
surplus to capital surplus and (v) the aggregate net cash proceeds, or the 
fair value of any property other than cash, received by the Company from 
the sale of shares or any other security of the Company junior to the 5 
7/8% Cumulative Preferred Stock.  In computing the amount available for 
any such dividend, distribution, purchase, redemption, retirement or 
acquisition, charges and credits to earned surplus shall be made in 
accordance with sound accounting practice. 
 
(h)  (A)  So long as any shares of the 5 7/8% Cumulative Preferred Stock 
are outstanding, the Company shall not without the consent (given at a 
meeting duly called and held for that purpose) of the holders of at least 
two-thirds of the total number of shares of 
5 7/8% Cumulative Preferred Stock then outstanding; 

     (a)  create or authorize any stock ranking prior to or on a parity 
with the 6% Cumulative Preferred Stock or the 5% Cumulative Preferred 
Stock or the 5 7/8% Cumulative Preferred Stock as to assets or dividends, 
or create or authorize any security convertible into, or evidencing the 
right to purchase, shares of any such stock, or increase the total 
authorized amount of 5 7/8% Cumulative Preferred Stock; or

     (b)  amend, alter, change or repeal any of the rights, privileges, 
preferences, powers, terms and conditions of the 
5 7/8% Cumulative Preferred Stock in any manner which would be prejudicial 
to the holders hereof; or

     (c)  sell, lease, transfer or convey all or the greater part of the 
Company's property or business; or

     (d)  merge or consolidate with or into any other corporation in such 
manner that the Company does not survive as a continuing entity, if 
thereby the rights, privileges, preferences, powers, terms or conditions 
of the 5 7/8% Cumulative Preferred Stock would be adversely affected, or 
if there would, thereupon, be authorized or outstanding securities which 
the Company, if it owned all of the properties then owned by the resulting 
corporation, could not create without the vote or consent of the holders 
of the 5 7/8% Cumulative Preferred Stock.

(B)  So long as any shares of the 5 7/8% Cumulative Preferred Stock are 
outstanding, the Company shall not, without the consent (given at a 
meeting duly called and held for that purpose) of the holders of a 
majority of the total number of shares of 5 7/8% Cumulative Preferred 
Stock then outstanding.

     (a)  issue or sell any additional shares of  5 7/8% Cumulative 
Preferred Stock, or any shares of any stock ranking prior to or on a 
parity with the 5 7/8% Cumulative Preferred Stock as to assets or 
dividends, unless after giving effect to such proposed issue or sale, (i) 
the net earnings of the Company available for interest and dividends, 
determined in accordance with sound accounting practice after all taxes 
and after provision for depreciation and amortization at least equal to 
the "minimum provisions for depreciation" as hereinafter defined, for 
twelve (12) consecutive calendar months out of fifteen (15) months 
immediately preceding shall be at least one and one-half (1 1/2) times the 
sum of (x) the aggregate annual interest requirements on all indebtedness 
of the Company then outstanding and (y) the aggregate annual dividend 
requirements on all shares of 5 7/8% Cumulative Preferred Stock and all 
shares of any stock ranking prior to or on a parity with the 5 7/8% 
Cumulative Preferred Stock, to be outstanding; and (ii) the Company's net  
earnings available for dividends, determined in accordance with sound 
accounting practice after all taxes and after provision for depreciation 
and amortization at least equal to the "minimum provisions for 
depreciation" as hereinafter defined, for twelve (12) consecutive calendar 
months out of the fifteen (15) months immediately preceding, shall  be at 
least two and one-half (2 1/2) times the aggregate annual dividend 
requirements on all shares of 5 7/85 Cumulative Preferred Stock and all 
shares of any stock ranking prior to or on a parity with the 5 7/8% 
Cumulative Preferred Stock, to be outstanding; and (iii) the total of the 
Company's capital represented by the then outstanding shares of its stock 
ranking junior to the  5 7/8% Cumulative Preferred Stock, plus the 
Company's surplus and any amounts carried as premium on capital stock, 
would be at least equal to the resulting aggregate par value, or in case 
of stock without par value, the preference on involuntary liquidation, of 
all shares of 5 7/8% Cumulative Preferred Stock, which would b outstanding 
after giving effect to such proposed issue or sale; or 

     (b)  declare or pay any dividends (other than dividends payable in 
stock ranking junior to the  5 7/8% Cumulative Preferred Stock as to 
assets and dividends) or make any distribution on, or purchase, or redeem, 
retire or otherwise acquire for a consideration, any shares of any kind of 
stock ranking junior to the 5 7/8% Cumulative Preferred Stock as to assets 
or dividends, and then only if after such action the aggregate par value 
or, in the case of stock without par value, the preference on involuntary 
liquidation of all outstanding shares of 5 7/8% Cumulative Preferred Stock 
would not exceed the sum of (i) the total capital of the Company 
represented by the then outstanding stock ranking junior to the 5 7/8% 
Cumulative Preferred Stock as to assets and dividends and (ii) the surplus 
of the Company and any amounts carried as premium on its capital stock. 
 
 
 
CERTIFICATE OF INCREASE OF CAPITAL 

General Laws, Chapter 164, Ter. Ed., Section 10 and Chapter 158, Ter. Ed., 
Sections A39 and 41 

We, Joseph T. Kelley, Vice President and J. Richard Cottrell, Assistant 
Treasurer and K.D. Knowblock, Robert w. McCracken, Joseph T. Kelley, J.c. 
Donnelly and F.A. O'Neill being a majority of the Directors of The 
Berkshire Gas Company in compliance with the provisions of section thirty-
nine of chapter one hundred and fifty-eight (Chapter 164 Section 10) of 
the General Laws, Ter. Ed., do hereby certify that a meeting of the 
stockholders called for the purpose the capital stock of said corporation 
has been increased by the amount of five hundred thousand dollars, and 
that the same has all been paid in on August 8, 1960.

      The total amount of capital stock already authorized is 

    7935   (shares preferred. 
  137161   (shares common. 

     The amount of fully paid capital stock already issued for cash is 

    7935   (Shares preferred.* 
  137161   (shares common. 

   *1089 shares of preferred stock have been redeemed in accordance with 
sinking fund provisions.

      The amount of fully paid capital stock already issured for property is

       0   (Shares preferred. 
       0   (Shares common.

      The amount of additional capital stock authroized is 

    5000   (Shares preferred**
           (Shares common. 


**5 7/8 Cumulative Preferred of a par value of $100. 

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY,we have signed our 
neames, this eighth day of August in the year 1960. 
Filed in the office of the Secretary of the Commonwealth .  August 8, 1960.

I hereby approve the within certificate, this 8th day of August 1960. 
Commissioner or Corporations and Taxation 
 
THE COMMONWEALTH OF MASSACHUSETTS 
DEPARTMENT OF CORPORATIONS AND TAXATION 
235 STATE HOUSE BOSTON 33 
 

ARTICLES OF AMENDMENT 
 
This certificate must be submitted to the Commissioner of Corporations and 
Taxation within thirty days after the date of the vote of stockholders, in 
accordance with General Laws, Chapter 156, Section 43.  FEE for filing 
certificate providing for a change of shares with par value to shares 
without par value, whether or not the capital is changed thereby, one cent 
for each share without par value resulting from such change, less an 
amount equal to one twentieth of one percent of the total par value of the 
shares so changed; but not in any case less than %25.00.  The fee for 
filing all other amendments is $25.00  Make check payable to THE 
COMMONWEALTH OF MASSACHUSETTS 
 
WE Joseph T. Kelley, Vice President, J. Richard Cottrell, Ass't. Treasurer 
and K.D. Knoblock, Robert W. McCracken, Joseph T. Kelley, J. Cl Donnelly 
and F. A. O'Neill 
 
the Berkshire Gas Company being a majority of the Directors of located at 
Pittsfield, Massachusetts, in compliance with the provisions of General 
Laws, Chapter 156, do hereby certify that at a meeting of the stockholders 
of the corporation, duly called for the purpose, held on July 20, 1960 by 
the affirmative vote of 5642 shares of the preferred stock and of 103326 
shares of the common stock of the corporation, being at least a majority 
of all the stock outstanding and entitled to vote, the following amendment 
or alteration in the Agreement of Association and Articles of Organization 
of the corporation was duly adopted, namely: 

the Charter, Agreement of Association and Articles of Organization of this 
Company be, and they hereby are, amended by amending the Statement of the 
Designations, Preferences and Voting Powers or Restrictions or 
Qualifications of the Capital Stock of the Company in the following 
manner:

      "(a)  Introductory Paragraph.  The number '7,935' is deleted and the 
number '12,935' is substituted in lieu thereof. 

      "(b)  Section I(a).  The words 'and in Section IV hereof with 
respect to the 5-7/8% Cumulative Preferred Stock.' are inserted after the 
words '6% Cumulative Preferred Stock.' 

      "(c)  Section I(e) (B).  The words 'or by paragraph (e) of Section 
IV hereof in respect of the 5 7/8% Cumulative Preferred Stock' are 
inserted after the words '6% Cumulative Preferred Stock.' 

      "(d)  Section I(e) (C).  The words 'and under paragraph (e) of 
Section IV hereof in respect of the 5-7/8% Cumulative Preferred Stock' are 
inserted after the words '6% Cumulative Preferred Stock.' 

      "(e)  Section I (e) (F).  The words 'and paragraph h of section IV 
hereof' are inserted after the words 'Section III hereof.' 

      "(f)  Section II(d).  The words 'and 5-7/8% Cumulative Preferred 
Stock' are inserted after the words '6% Cumulative Preferred Stock' in the 
next to the last paragraph. 

      "(g)  Section III(d).  The words 'and 5-7/8% Cumulative Preferred 
Stock' are inserted after the words '5% Cumulative Preferred Stock' in the 
next to the last paragraph. 

      "(h)  By adding Section IV which is inserted after Section III, 
which Section IV is hereto annexed and incorporated as a part of this 
resolution with the same force and effect as though herein set forth in 
full."



We, Joseph T. Kelley, Vice-President, J. Richard Cottrell, Asst. Treasurer 
and Joseph T. Kelley, J.C. Donnelly, K.D. Knoblock, W. Barton Cummings, 
Leonard Milano, and Robert W. McCracken 
 
being a majority of the Directors of The Berkshire Gas Company 
 
in compliance with the provisions of section thirty-nine of chapter one 
hundred and fifty-eight (Chapter 164 Section10) of the General Laws, Ter. 
Ed., do hereby certify that ameeting of the stockholders called for the 
purpose the capital stock of said corporation has been increased by the 
amount of 274,320. dollars, and that the same has all been paid in on 
June 6, 1962 (give date). 
 
The total amount of capital stock already authorized is  
 12,935   (shares preferred. 
137,161   (shares common. 
 
The amount of fully paid capital stock already issured for cash is 
 12,935   (shares preferred. 
137,161   (shares common. 
  2,123   shares of preferred stock have been redemmed in accordance with 
          the sinking fund provision 
 
The amount of fully paid capital stock already issued for property is 
  none    (shares preferred. 
  none    (shares common. 
 
The amount of additional capital stock authorized is
          (shares preferred. 
 27,432   (shares common. 
 
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto 
signed our names, this 6 day of June in the year 1962. 
 
WRITE NOTHING BELOW 
Berkshire Gas Company, The 
CERTIFICATE OF INCREASE OF CAPITAL 
General Lawws, Chapter 164, Ter. Ed., Section 10 and Chapter 158, Ter. 
Ed., Sections 39 and 41 
 
Filed in the office of the Secretary of the Commonwealth June 11, 1962 
 
I hereby approve the within certificate this 11th day of June 1962 

/s/ 
 
Comminissioner of Corporations and Taxation



THE COMMONWEALTH OF MASSACHUSETTS 
Kevin H. White, SECRETARY OF THE COMMONWEALTH 
STATE HOUSE, BOSTON, MASSACHUSETTS 02133 
ARTICLES OF AMENDMENT 
GENERAL LAWS, CHAPTER 156B, SECTION 43 

This certificate must be submitted to the Secretary of the Commonwealth 
within sixty days after the date of the vote of stockholders adopting the 
amendment.  The fee for filing this certificate is prescribed by General 
Laws, Chapter 156B, Section 114.  Make check payable to the Commonwealth of 
Massachusetts. 
 
We, J.T. Kelley, Vice President, and J.R. Cottrell, Clerk of The Berkshire 
Gas Company located at 20 Elm Street, Pittsfield, Massachusetts do hereby 
certify that the following amendment to the articles of organization of the 
corporation was duly adopted at a meeting held on October 26, 1965, by a 
vote of: 
 
      122,046 shares of common stock, out of 164,593 shares outstanding, 
being at least two-thirds of each class outstanding and entitled to vote 
thereon and of each class or series of stock whose rights are adversely 
affected thereby. 
 
"RESOLVED, That the Charter, Agreement of Association and Articles of 
Organization of this Company be, and they hereby are, amended by 

      "(a) reducing the capital stock of this Company by the redemption and 
cancellation of all of the 5%, 5-7/8% and 6% Cumulative Preferred Stock, par 
value $100, of the Company; 

      "(b)  increasing the capital stock of the Company by creating and 
issuing 15,000 shares of 4.80% Cumulative Preferred Stock, par value $100 
per share; and 

      "(c)  deleting the Statement of the Designations, Preferences and 
Voting Powers or Restrictions or Qualifications of the capital stock of the 
Company and by substituting in lieu thereof, the following:  
 
THE BERKSHIRE GAS COMPANY 
STATEMENT OF THE DESIGNATIONS, PREFERENCES AND VOTING POWERS OR RESTRICTIONS 
OR QUALIFICATIONS OF THE CAPITAL STOCK OF THE COMPANY 
 
The authorized capital stock of the Company shall include, in addition to 
the common capital stock heretofore authorized, 15,000 shares of Cumulative 
Preferred Stock, of the par value of $100 per share, with the following 
designations, preferences, voting powers, restrictions and qualifications: 
 
SECTION 1. 

Provisions Applicable to All Shares of Cumulative Preferred Stock. 

      (a)  All shares of Cumulative Preferred Stock shall be of equal rank
with each other, regardless of class, and shall be identical with each other
in all respects except as otherwise provided herein; and the shares of 
Cumulative Preferred Stock of any one class shall be identical with each 
other in all respects. 

      (b)  In case of the stated dividends on each class of Cumulative 
Preferred Stock are not paid in full, the shares of each class of Cumulative 
Preferred Stock shall share ratably in the payment of dividends,including 
accumulations thereof, if any, in accordance with the sums which would be 
payable on such shares if all dividends were declared and paid in full. 

      (c)  The Cumulative Preferred Stock of each class shall be preferred as 
to assets over the Common Stock, so that the holders of each class of 
Cumulative Preferred Stock shall be entitled to have set apart for them or 
to be paid out of the assets of the Company, before any distribution is made 
to or set apart for the holders of Common Stock, an amount in cash equal to 
and in no event more than (1) in the event of any volntary liquidation, 
dissolution or winding up of the Company, the redemption price of such class 
of the Cumulative Preferred Stock which would have been in effect at the 
time of the distribution or payment date if there had been no such 
liquidation, dissolution or winding up of the Company, or (2) in the event 
of involuntary liquidation, dissolution or winding up of the Company,the sum 
of $100 per share, plus in each case an amount equal to all dividends 
accrued and unpaid to the date of such liquidation, disslution or winding 
up, whether or not earned or declared. 

      If upon any liquidation, dissolution or winding up of the Company, the 
assets of the Company available for distribution to its stockholders shall 
be insufficient to permit the distribution in full of the amount receivable 
by the holders of each class of the Cumulative Preferred Stock, then all 
such assets of the Company shall be distributed ratably among the holders of 
each class of the Cumulative Preferred Stock in proportion to the amounts 
which they would be entitled to receive if such assets were sufficient to 
permit distribution in full as aforesaid.

      In the event of any liquidation, dissolution or winding up of the 
Company, all assets and funds of the Company remaining after paying or 
providing for the payment of all creditors of the Company and after paying 
or providing for the payment to the holders of shares of each class of the 
Cumulative Preferred Stock of the full distributive amounts to which they 
are respectively entitled, as herein provided, shall be divided among and 
paid to the holders of the Common Stock according to their respective 
shares.

      Neither the consolidation nor merger of the Company with or into any 
other corporation or corporations, nor the sale or transfer by the Company 
of all or any part of its assets shall in and of itself be deemed to be a 
liquidation, dissolution or  winding up of the Company for the purposes of 
this paragraph (c). 

      (d)  No holder of shares of Cumulative Preferred Stock of any class 
shall be entitled as such as a matter of right to subscribe for or purchase 
any part of any new or additional issues of any stock of any class, series 
or kind whatsoever, or securities convertible into stock of any class, 
series or kind whatsoever, whether now or hereafter authorized, and whether 
issued for cash, property, services by way of dividends, or otherwise. 

      (e)  (A)  At all meetings of the stockholders of the Company, the 
holders of shares of Cumulative Preferred Stock of any class shall have no 
right to vote and shall not be entitled to notice of any meeting of the 
stockholders of the Company or to participate in any such meeting except as 
herein otherwise expressly provided and except for those purposes, if 
any,for which said rights cannot be denied or waived under some mandatory 
provisions of law which shall be controlling. 

      (B)  If and when dividends payable on any shares of Cumulative 
Preferred Stock of any class shall be in default in an amount equivalent to 
or exceeding four (4) full quarterly dividends (whether consecutive or not), 
the holders of the shares of all classes of the Cumulative Preferred Stock, 
voting separately as a class, shall be entitled to elect the smallest number 
of directors necessary to constitute a majority of the full Board of 
Directors, and the holders of the shares of the Common Stock, voting 
separately as a class, shall be entitled to elect the remaining directors of 
the Company, anything herein or in the By-Laws to the contrary 
notwithstanding.  The terms of office of all persons who may be directors of 
the Company at the time shall terminate upon the election of one or more 
directors by the holders of the shares of the Cumulative Preferred Stock 
whether or not the holders of the shares of the Common Stock shall then have 
elected the remaining directors of the Company. 

      (C)  If and when all dividends then in default on the shares of the 
Cumulative Preferred Stock of all classes then outstanding shall be paid 
(and such dividends shall be declared and paid out of any funds legally 
available therefore as soon as reasonably practicable) and the full 
dividends on each class of the Cumulative Preferred Stock for the then 
current quarterly dividend period shall have been declared or paid or set 
apart for payment, the holders of the shares of all classes of Cumulative 
Preferred Stock shall be divested of all voting rights with respect to the 
election of directors provided in sub-paragraph (B) of this paragraph (e), 
and the voting power of the holders of the shares of all classes of 
Cumulative Preferred Stock and the holders of the shares of the Common Stock 
shall revert to the status existing before the first dividend payment on 
which dividends on the shares of all classes of Cumulative Preferred Stock 
were not paid in full; but always subject to the same provisions vesting 
such voting rights in the holders of the shares of all classes of Cumulative 
Preferred Stock in case of further like default or defaults on dividends 
thereon, as provided in subparagraph (B) of this paragraph (e).  Upon the 
termination of any such voting rights as hereinabove provided, the terms of 
office of all persons who may have been elected directors of the Company by 
vote of the holders of the shares of all classes of Cumulative Preferred 
Stock as a class, pursuant to such voting rights, shall forthwith terminate 
and the resulting vacancies shall be filled by the vote of a majority of the 
remaining directors. 

      Any director who shall have been elected by the holders of all classes 
of Cumulative Preferred Stock or by any directors so elected as herein 
provided may be removed during his aforesaid term of office, either for or 
without cause, by, and only by, the affirmative votes of the holders of 
record of a majority of the outstanding shares of all classes of Cumulative 
Preferred Stock given at a special meeting of such stockholders called for 
the purpose, and any vacancy thereby created may be filled by the holders of 
such stock represented as such meeting. 

      (D)  In the case of any vacancy in the office of a director occurring 
among the directors elected by the holders of the shares of all classes of 
Cumulative Preferred Stock, as a class, pursuant to the foregoing provisions 
of subparagraph (B) of this paragraph (e), the remaining directors elected 
by the holders of the shares of all classes of Cumulative Preferred Stock, 
by affirmative vote of a majority thereof, or the remaining director so  
elected if there by but one, may, subject to the provisions of subparagraph 
(C) of this paragraph (e), elect a successor or successors to hold office 
for the unexpired terms of the director or directors whose place or places 
shall be vacant.  Likewise, in case of any vacancy in the office of a 
director occurring among the directors elected by the holders of the shares 
of the Common Stock pursuant to the foregoing provisions of subparagraph (D) 
of this paragraph (e), the remaining directors elected by the holders of the 
Common Stock, by affirmative vote of a majority thereof, or the remaining 
director so elected if there be but one, may elect a successor or successors 
to hold office for the unexpired term of the director or directors whose 
place or places shall be vacant. 

      (E)  Whenever under the provisions of subparagraph (B) of this 
paragraph (e), the right shall have accrued to the holders of the shares of 
all classes of Cumulative Preferred Stock to elect directors.  The Board of 
Directors shall, within ten (10) days after the delivery to the Company at 
its principal office of a request to such effect by any holder of shares of 
any class of Cumulative Preferred Stock entitled to vote, call a special 
meeting of the stockholders, to be held on 20 days' notice.  If such meeting 
shall not be so called within such ten-day period, the holders of record of 
at least 10% in amount of any class of Cumulative Preferred Stock then 
outstanding, may designate in writing one of their number to call such 
meeting and the same may be called at the expense of the Company by such 
persons so designated, upon 20 days' notice.  Any holders of any class of 
Cumulative Preferred Stock so designated shall have access to the stock 
books of the Company for the purpose of causing a meeting of stockholders to 
be called pursuant to these provisions.  At all meetings of stockholders 
held for the purpose of electing directors during such time as the holders 
of the shares of all classes of Cumulative Preferred Stock shall have the 
special right, voting separately as a class, to elect directors pursuant to 
subparagraph (B) of this paragraph (e), the presence, in person or by proxy, 
of the holders of a majority of the outstanding shares of each class of 
stock (i.e. Cumulative Preferred Stock and Common Stock) shall be required 
to constitute a quorum of such class for the election of directors; 
provided, however, that the absence of a quorum of the holders of stock of 
either such class shall not prevent the election at any such meeting or 
adjournment thereof of directors by the other such class of the necessary 
quorum of the holders of such stock is present in person or by proxy at such 
meeting; and provided further that in the event such a quorum of the holders 
of the shares of the Common Stock is present but such a quorum of the 
holders of the shares of all classes of Cumulative Preferred Stock is not 
present then the election of the directors elected by the holders of the 
shares of the Common Stock shall not be effective and the directors so 
elected by the holders of the shares of the Common Stock shall not assume 
their offices and duties until the holders of the shares of all classes of 
Cumulative Preferred Stock, with such a quorum present, shall have elected 
the directors they shall be entitled to elect; and provided further, 
however, that in the absence of a quorum of the holders of stock of either 
such class, a majority of those holders of the stock of such class who are 
present in person or by proxy shall have power to adjourn the election of 
the directors to be elected by such class from time to time without notice 
other than announcement at the meeting until the requisite amount of holders 
of such class shall be present in person or by proxy, but such adjournment 
shall not be made to a date beyond the date for the mailing of notice for 
the next annual meeting of the Company or a special meeting in lieu thereof.  
Notwithstanding the foregoing, to the extent permitted by law the holders of 
the shares of all classes of Cumulative Preferred Stock, by unanimous 
written consent, may elect such number of directors as they shall be 
entitled to elect under the provisions of subparagraph (B) of this paragraph 
(e), without the necessity of a meeting or the observance of the aforesaid 
notice provisions. 

      (F)  Except as otherwise required by the laws applicable to the Company 
and subject to the right of the Cumulative Preferred Stock of all classes 
(i) to vote in certain events as herein-before set forth in this paragraph 
(e) and (ii) not to have certain corporate action taken without the consent 
of the holders thereof as set forth herein, the Common Stock shall have the 
exclusive voting rights for the election of directors and for all other 
purposes.  The Company shall have no voting rights with respect to shares of 
Cumulative Preferred Stock of all classes held in the treasury of the 
Company. 
 
SECTION II. 

      Provisions Applicable to All Shares of 4.80% Cumulative Preferred 
Stock. 

      (a)  The 15,000 shares of the Cumulative Preferred Stock initially 
issued shall be designated as "4.80% Cumulative Preferred Stock". 

      (b)  The annual dividend rate shall be 4.80% per annum of the par value 
of $100 per share, or $4.80 per share per annum, payable quarterly on the 
15th days of October, January, April and July. 

      (c)  The aforesaid dividends shall accrue from the date of original 
issue and shall be cumulative so that if dividends in respect of any 
quarterly dividend period at the rate of $4.80 per annum shall not have been 
paid upon or declared and set apart for the 4.80% Cumulative Preferred 
Stock, the deficiency shall be fully paid or declared and set apart before 
any dividend shall be paid upon or declared or set apart for the Common 
Stock.  Dividends on the 4.80% Cumulative Preferred Stock shall be deemed to 
accrue from day to day. 

      (d)  The Company, by action of its Board of Directors, may redeem the 
whole or any part of the 4.80% Cumulative Preferred Stock at any time or 
from time to time, at the following redemption prices: 

      $104.80 per share if redeemed prior to the fifth anniversary
of the date of original issue; 
      $103.60 per share if redeemed on or after the fifth
anniversary but 
      before the tenth anniversary of the date of original
issue; 
      $102.40 per share if redeemed on or after the tenth
anniversary but 
      before the fifteenth anniversary of the date of original
issue; and 
      $101.20 per share, if redeemed on or after the fifteenth
anniversary, 
      but before the twentieth anniversary of the date of
original issue; 
      and thereafter at par, 
together with, in each case, an amount equal to all accrued and unpaid 
dividends thereon to the date fixed for redemption, whether or not earned or 
declared. 

      If less than all of the outstanding share of 4.80% Cumulative Preferred 
Stock are to be redeemed in pursuance of the foregoing provisions for 
voluntary redemption, the aggregate number of share so to be redeemed shall 
be allocated by the Company among the registered holders of such Stock at 
the time outstanding, to the nearest share, in the proportion that their 
respective holdings bear to the aggregate number of share of such Stock at 
the time outstanding, provided that if the number of such registered holders 
shall be more than twenty, the shares to be redeemed shall be determined by 
lot in such usual manner as the Board of Directors shall deem proper. 

      (e)  At least 30 days prior to the date fixed for redemption, notice of 
every redemption shall be mailed to the holders of record of the shares to 
be redeemed at their respective addresses as the same shall appear on the 
books of the Company.  If selection of the shares to be redeemed is required 
to be made by lot, at least 30 days' previous notice of every redemption 
shall also be given by appropriate publication at least once in a daily 
newspaper printed in the English language and of general circulation in the 
City of Boston, Massachusetts. 

      The notice so mailed shall state the date fixed for redemption 
(hereinafter called the redemption date), shall state the applicable 
redemption price and amount of all accrued dividends payable on the 
redemption date and shall call upon each stockholder to whom such notice 
shall be addressed to surrender to the Company on the redemption date, at 
the place designated in such notice, his certificate or certificates 
representing the number of shares specified in such notice of redemption. 

      On or after the redemption date each holder of shares of 4.80% 
Cumulative Preferred Stock so called for redemption shall present and 
surrender his certificate or certificates for such shares to the Company at 
the place designated in the foregoing written notice and thereupon the 
redemption price of such shares together with the amount of accrued 
dividends thereon payable on the redemption date shall be paid to or on the 
order of the person whose name appears on the certificate or certificates as 
the owner thereof.  In case less than all the shares represented by any such 
certificate are redeemed a new certificate shall be issued representing the 
unredeemed shares.  If notice of redemption shall have been duly given as 
hereinbefore provided, and if on or before the redemption date specified in 
such notice all funds necessary for such redemption shall have been set 
aside by the Company, separate and apart from its other funds, in trust for 
the account of the holders of the shares to be redeemed, so as to be and 
continue to be available therefore, then, notwithstanding that any 
certificate for such shares so called for redemption shall not have been 
surrendered for cancellation, from and after the redemption date, the shares 
represented thereby shall no longer be deemed to be outstanding, the right 
to receive dividends thereon shall cease to accrue and all rights with 
respect to such shares so called for redemption shall cease and terminate, 
except only the  right of the holders thereof to receive, out of the funds 
so set aside in trust, the amount payable upon redemption thereof, without 
interest. 

      Provided, however, that the Company may, after giving notice of any 
such redemption as hereinbefore provided or after giving to the bank or 
trust company hereinafter referred to irrevocable authorization to give such 
notice and at any time prior to the redemption date specified in such 
notice, deposit in trust, for the account of the holders of the shares to be 
redeemed, funds necessary for such redemption with a bank or trust company 
in good standing, organized under the laws of the United States of America 
or of the Commonwealth of Massachusetts, doing business in the  City of 
Boston, Massachusetts, having capital, surplus and undivided profits 
aggregating at least $5,000,000, in which case the aforesaid redemption 
notice to be mailed to the holders of record of the shares to be redeemed 
shall specify the office of such bank or trust company as the place of 
payment of the redemption price, and shall call upon such holders to 
surrender the certificates representing the shares so to be redeemed at such 
place on or after the date fixed in such redemption notice (which shall not 
be later than the redemption date) against payment of the amount payable on 
the redemption thereof.  Upon such deposit in trust, all shares with respect 
to which such deposit shall have been made shall no longer be deemed to be 
outstanding, and all rights with respect to such shares so called for 
redemption shall forthwith cease and terminate, except only the right of the 
holders thereof to receive, out of all the funds so deposited in trust, from 
and after the date of such deposit, the amount payable upon the redemption 
thereof, without interest. 

      In case any holder of shares of the 4.80% Cumulative Preferred Stock 
which shall have been called for redemption as provided herein shall not 
within six years of the date of redemption thereof or the date of such 
deposit with a bank or trust company, whichever is earlier, claim the amount 
so set aside or deposited in trust, as the case may be, for the redemption 
of such shares, such bank or trust company shall upon demand, pay over to 
the Company any such unclaimed amount so deposited with it and shall 
thereupon be relieved of all responsibility in respect thereof and the 
Company shall not be required to hold the amount so paid over to it, or any 
amount so set aside by it for the redemption of such shares, separate and 
apart from its other funds, and thereafter except as may be otherwise 
provided by law, the holders of such shares of 4.80% Cumulative Preferred 
Stock shall look only to the Company for payment of the redemption price 
thereof, without interest.  (f)  Subject to the provisions of 
subparagraph (h)(C) below, so long as any of the shares of the 4.80% 
Cumulative Preferred Stock shall be outstanding, the Company shall between 
August 1 and August 10 in each year commencing 1970 offer to purchase o the 
next ensuing September 15, a total of 450 shares (or such lesser amount as 
may be outstanding) of 4.80% Cumulative Preferred Stock as the par value 
thereof plus unpaid accumulated dividends to the date of purchase from the 
4.80% Cumulative Preferred stockholders of record as of the close of 
business on the preceding July 31 (except that if July 31 is a Saturday, 
Sunday or holiday then the immediate preceding business day).  The Company 
shall offer to purchase from each such stockholder that proportion of the 
total number of shares of 4.80% Cumulative Preferred Stock  offered to be 
purchased which such stockholder's number of shares of 4.80% Cumulative 
Preferred Stock bears to the total number of such shares outstanding, 
provided that the Company shall not be obligated to offer to purchase a 
fraction of a share.  Such offer shall state that it is made pursuant to the 
purchase provision of this paragraph (f) for the retirement of 4.80% 
Cumulative Preferred Stock, and shall contain a brief summary of the terms 
upon which tenders will be accepted, as herein provided, including a 
statement that all offers may be accepted by tenders in part.  Tenders 
pursuant to any such offer must be made in writing received by the Company 
at least five business days before the next ensuing September 15.  If the 
aggregate number of shares of  4.80% Cumulative Preferred Stock tendered for 
sale and purchased as aforesaid in any year is less than the number of 
shares offered to be purchased by the Company pursuant to the provisions of 
this paragraph, the Company's obligation in respect of such purchase offers 
for such year shall be discharged by the purchase of the shares tendered, 
and the fact that the remainder of the shares offered to be purchased 
hereunder are not tendered and purchased shall not increase the number of 
shares to be purchased in subsequent years. 

      (g)  Whenever full dividends on the shares of the 4.80% Cumulative 
Preferred Stock at the time outstanding for all past quarterly dividend 
periods and for the current quarterly dividend period shall have been paid 
or declared and set apart for payment, and provided that the Company shall 
have made stock purchase offers and purchases for all past years and for the 
current year as provided in paragraphs (f) and (h) (C) hereof with respect 
to the 4.80% Cumulative Preferred Stock, then, and only then (subject to the 
provisions of subparagraph (h) (B) (b) below), such dividends as may be 
determined by the Board of Directors may be declared  and paid on the Common 
Stock, but only out of funds legally available for the payment of dividends; 
provided, however, that so long as any shares of the 4.80% Cumulative 
Preferred Stock are outstanding, the Company shall not pay any dividends 
(other than dividends payable in Common Stock or in any other stock of the 
Company junior to the  4.80% Cumulative Preferred Stock as to assets and 
dividends) or make any distribution on, or purchase, or redeem, retire or 
otherwise acquire for value, any of its Common Stock or other stock junior 
to the 4.80% Cumulative Preferred Stock, if after giving effect to any such 
payment, distribution, purchase, redemption, retirement or acquisition the 
aggregate amount of such dividends, distributions, purchases, redemptions, 
retirements and acquisitions, paid or made since June 30, 1964, including 
the amount then proposed to be expended for any such purpose, together with 
all other charges to earned surplus since June 30, 1964, would exceed the 
sum of the aggregate of (i) credits to earned surplus since June 30, 1964, 
(ii) amounts credited to capital surplus since June 30, 1964 arising from 
the donation to the Company of cash or securities (other than securities of 
the Company junior to the 4.80% Cumulative preferred Stock) or transfers of 
amounts from earned surplus to capital surplus, (iii) the aggregate net cash 
proceeds, or the net fair value of any property other than cash, received by 
the Company from the sale since June 30, 1964 of shares or any other 
securities of the Company junior to the  4.80% Cumulative Preferred Stock, 
and (iv) $200,000.  In computing the amount available for any such dividend, 
distribution, purchase, redemption, retirement or acquisition, charges and 
credits to earned surplus shall be made in accordance with sound accounting 
practice. 

      (h) (A)  So long as any shares of the 4.80% Cumulative Preferred Stock 
are outstanding, the Company shall not without the consent (given at a 
meeting duly called and held for that purpose) of the holders of at least 
two-thirds of the total number of shares of 4.80% Cumulative Preferred Stock 
then outstanding; 

      (a)  create or authorize any stock ranking prior to or on a parity with 
the 4.80% Cumulative Preferred Stock, as to assets or dividends, or create 
or authorize any security or right convertible into, or evidencing the right 
to purchase, shares of any such stock, or increase the total authorized 
amount of 4.80% Cumulative Preferred Stock; or 

      (b) amend, alter, change or repeal any of the rights, privileges, 
preferences, powers, terms and conditions of the 4.80% Cumulative Preferred 
Stock in any manner which would be prejudicial to the holders thereof; or

      (c) sell, lease, transfer or convey all or the greater part of the 
Company's property or business; or

      (d)  merge or consolidate with or into another corporation in such 
manner that the Company does not survive as a continuing entity, if thereby 
the rights, privileges, preferences, powers, terms or conditions of the  
4.80% Cumulative Preferred Stock would be adversely affected, or if there 
would thereupon be authorized or outstanding securities which the Company, 
if it owned all of the properties then owned by the resulting corporation, 
could not create without the vote or consent of the holders of the 4.80% 
Cumulative Preferred Stock.

      (B)  So long as any shares of the 4.80% Cumulative Preferred Stock are 
outstanding, the Company shall not, without the consent (given at a meeting 
duly called and held for that purpose) of the holders of a majority of the 
total number of shares of 4.80% Cumulative Preferred Stock then outstanding;

      (a)  issue or sell any additional shares of 4.80% Cumulative Preferred 
Stock, including shares held in the treasury of the Company, or any shares 
of any stock ranking prior to or on a parity with the 4.80% Cumulative 
Preferred Stock as to assets or dividends, or any security or right 
convertible into, or evidencing the right to purchase, shares of any such 
stock, unless, after giving effect to such proposed issue or sale, (i) the 
net earnings of the Company available for interest and dividends determined 
in accordance with sound accounting practice after all taxes and after 
provision for depreciation and amortization at least equal to the "minimum 
provision for depreciation" as hereinafter defined, for twelve (12) 
consecutive calendar month out of fifteen (15) months immediately preceding 
shall be at least one and one-half (1 1/2) times the sum of (x) the 
aggregate annual interest requirements on all "long-term indebtedness", as 
hereinafter defined, of the Company then outstanding and (y) the aggregate 
annual dividend requirements on all shares of 4.80% Cumulative Preferred 
Stock and all shares of any stock ranking prior to or on a parity with 4.80% 
Cumulative Preferred Stock, to be outstanding; and (ii) the Company's net 
earnings available for dividends, determined in accordance with sound 
accounting practice after all taxes and after provision for depreciation and 
amortization at least equal to the "minimum provisions for depreciation", as 
hereinafter defined, for twelve (12) consecutive calendar months out of the 
fifteen (15) months immediately preceding shall be at least two and one-half 
(2 1/2) times the aggregate annual dividend requirements on all shares of 
4.80% Cumulative Preferred Stock and all shares of any stock ranking prior 
to or on a parity with 4.80% Cumulative Preferred Stock , to be outstanding; 
and (iii) the total of the Company's capital represented by the then 
outstanding shares of its stock ranking junior to the 4.80% Cumulative 
Preferred Stock, plus the company's surplus and any amounts carried as 
premium on capital stock, would be at least equal to the resulting aggregate 
par value, or in case of stock without par value, the preference on 
involuntary liquidation, of all shares of 4.80% Cumulative Preferred Stock, 
and all shares of any stock ranking prior to or on a parity with 4.80% 
Cumulative Preferred Stock, which would be outstanding after giving effect 
to such proposed issue or sale; or

      (b)  declare or pay any dividends (other than dividends payable in 
stock ranking junior to 4.80% Cumulative Preferred Stock as to assets and 
dividends) or make any distribution on, or purchase, or redeem, retire or 
otherwise acquire for a consideration, any shares of any kind of stock 
ranking junior to the 4.80% Cumulative Preferred Stock as to assets or 
dividends, unless after such action an amount equal to twice the aggregate 
par value or in the case of stock without par value, an amount equial to 
twice the preference on involuntary liquidation of all outstanding share of 
4.80% Cumulative Preferred Stock would not exceed the sum of (i) the total 
capital of the Company represented by the then outstanding stock ranking 
junior to 4.80% Cumulative Preferred Stock as to assets and dividends and 
(ii) the surplus of the Company and any amounts carried as premium on its 
capital stock. 
 
The term "minimum provision for depreciation" shall mean, for any twelve 
month's period, an amount equial to 2% of the average gross depreciable 
plant property account of the Company during such period.  The term "long 
term indebtedness" shall mean all indebtedness which by its terms matures 
more than one year from the date as of which any calculation of long term 
indebtedness is made, and any indebtedness maturing within one year from 
such date which is renewable or extendible at the option of the obligor to a 
date beyond one year from such date.

      (C)  So long as dividends shall be in arrears on the 4.80% Cumulative 
Preferred Stock outstanding, the Company shall not, without the consent of 
the holders of a majority of the total number of shares of such stock then 
outstanding, purchase, offer to purchase, redeem, retire or otherwise 
acquire for a consideration any shares of 4.80% Cumulative Preferred Stock 
or of any stock ranking prior to or on a parity with the 4.80% Cumulative 
Preferred Stock as to assets or dividends.  In the event of such arrears, 
the obligation of the Company to offer to purchase shares of 4.80% 
Cumulative Preferred Stock  in each year as provided in paragraph (f) above 
shall be cumulative and if the Company shall not purchase or offer to 
purchase the number of shares required by such paragraph in any year by 
reason of an arrearage of dividends as aforesaid, it shall make an offer to 
purchase such shares promptly after all dividends in arrears shall be a paid 
or declared or set apart for payment or the aforesaid consent shall have 
become effective.  Such deferred offer shall state that the Company will 
purchase such share on a date 45 days after the date of such offer at the 
par value thereof plus unpaid accumulated dividends thereon to the date of 
purchase and shall otherwise be upon the same terms and conditions and shall 
contain the same statements provided in respect of other offers made 
pursuant to the purchase fund provisions of paragraph (f) above.

      (D)  A consent of the character referred to in subparagraphs (A), (B) 
or (C) above shall also be deemed to be effective upon the consent in 
writing, without a meeting, of all the then outstanding shares of 4.80% 
Cumulative Preferred Stock.

      (E)  The foregoing provisions as to vote or consent shall not apply 
if, in connection with any of the matters mentioned in subparagraphs (A), 
(B) or (C) above, provision is to be made for the redemption or retirement 
of all the outstanding 4.80% Cumulative Preferred Stock.

      (F)  From time to time, and without limitation of other rights and 
powers of the Company as provided by law, the Company may reclassify its 
capital stock and may create or authorize one or more classes or kinds of 
stock ranking prior to or on a parity with or subordinate to the 4.80% 
Cumulative Preferred Stock, or may increase the authorized amount of the 
4.80%  Cumulative Preferred Stock or of the Common Stock or of any other 
class of stock of the Company or may amend, alter, change or repeal any of 
the rights, privileges, terms and conditions of the shares of the 4.80% 
Cumulative Preferred Stock or of the Common Stock, or of any other class of 
stock of the Company, upon the vote, given at a meeting called for that 
purpose, of the holders of a majority of the shares of stock then entitled 
to vote thereon or upon such other vote of the holders of a majority of the 
shares of stock then entitled to vote thereon or upon such other vote of the 
holders of the shares of stock then entitled to vote thereon as may then be 
provided by law; provided that the consent of the holders of the shares of 
the 4.80% Cumulative Preferred Stock, required by the provisions of 
subparagraphs (A), (B) and (C) of paragraph (h) hereof, if any such consent 
to be so required, shall have been obtained; and provided further that the 
rights, privileges, terms and conditions of the shares of the Common Stock 
shall not be subject to amendment, alteration, change or repeal without the 
consent A(given in writing or by vote at a meeting called for that purpose) 
of the holders of a majority of the total number of shares of the  Common 
Stock then outstanding.

      (G)  For the purposes of paragraph (h) of this Section II, outstanding 
shares of the 4.80% Cumulative Preferred Stock shall not include shares held 
in the treasury of the Company.

      (i)  All or any shares of the 4.80% Cumulative Preferred Stock at any 
time redeemed, purchased or acquired by the Company may thereafter, in the 
discretion of the Board of Directors subject to subparagraph (h)B)(a) above, 
be reissued or otherwise disposed of at any time or from time to time to the 
extent and in the manner now or hereafter permitted by law, provided that 
any such shares acquired by operation of the purchase provisions of 
paragraph (f) of this Section II shall not under any circumstances be 
reissued or otherwise disposed of by the Company and each surrendered 
certificate for shares so redeemed shall be cancelled.

      (j)  The rights and remedies herein granted to holders of the 4.80% 
Cumulative Preferred Stock shall  be in addition to all other rights and 
remedies to which they may be otherwise entitled by law.



We, Kenneth D. Knoblock, President, Frank A. O'Neill,Treasurer and 
Joseph T. Kelley                John W. Bond 
K.D. Knoblock                   F.A. O'Neill 
Leonard Milano                  Robert W. McCracken 
 
being a majority of the Directors of The Berkshire Gas Company 
 
in compliance with the provisions of section thirty-nine of chapter one 
hundred and fifty-eight (Chapter 164 Section10) of the General Laws, Ter. 
Ed., do hereby certify that ameeting of the stockholders called for the 
purpose the capital stock of said corporation has been increased by the 
amount of $1,500,000.00 dollars, and that the same has all been paid in on 
October, 28, 1965 (give date). 
 
 
The total amount of capital stock already authorized is 
        (shares preferred. 
164,593 (shares common. 
 
The amount of fully paid capital stock already issured for cash is
        (shares preferred. 
164,593 (shares common. 
 
The amount of fully paid capital stock already issued for property is 
none (shares preferred. 
none (shares common. 
 
The amount of additional capital stock authorized is 
15000  (shares preferred.
       (shares common. 
 
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed 
our names, this 16 day of November in the year 1965. 
 
WRITE NOTHING BELOW 
Berkshire Gas Company, The 
CERTIFICATE OF INCREASE OF CAPITAL 
General Lawws, Chapter 164, Ter. Ed., Section 10 and Chapter 158, Ter. Ed., 
Sections 39 and 41 
 
Filed in the office of the Secretary of the Commonwealth November 16, 1965 
 
I hereby approve the within certificate this November 16,1965 
 
/s/
   --------------------------------

Comminissioner of Corporations and Taxation



THE BERKSHIRE GAS COMPANY 
CERTIFICATE OF REDUCTION OF CAPITAL 
General Laws Chapter 164, Ter. Ed., Section 10 and Chapter 158, Ter. Ed., 
Sections 40 and 41 filed in the office of the Secretary of the 
Commonwealth . November 19, 1965. 
I hereby and approve the within certificate, this 19th day of November. 
 
We, Kenneth D. Knoblock, President, Frank A. O'Neill,Treasurer and 
          J. T. Kelley          John W. Bond 
          K.D. Knoblock         F.A. O'Neill 
          Leonard Milano        Robert W. McCracken 
 
being a majority of the Directors of The Berkshire Gas Company 
 
in compliance with the provisions of section forty of chapter one hundred 
and fifty-eight of the General Laws, Ter. Ed., do hereby certify that a 
meeting of the stockholders called for the purpose the capital stock of 
said corporation has been decreased by the amount of $1,293,500.00 
dollars, 
 
The total amount of capital stock already authorized is  
 12,935    (shares preferred. 
164,593    (shares common. 
 
The amount of fully paid capital stock already issured for cash is 
 12,935    (shares preferred.             
164,593    (shares common. 
 
The amount of fully paid capital stock already issued for property is 
 none      (shares preferred. 
 none      (shares common. 
 
The amount by which the capital stock authorized is to be reduced is 
 12,935    (shares preferred.
           (shares common. 
 
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto 
signed our names, this 16 day of November in the year 1965. 
 
WRITE NOTHING BELOW 
Berkshire Gas Company, The 
CERTIFICATE OF INCREASE OF CAPITAL 
General Lawws, Chapter 164, Ter. Ed., Section 10 and Chapter 158, Ter. 
Ed., Sections 39 and 41 
 
Filed in the office of the Secretary of the Commonwealth November 16, 1965 
 
I hereby approve the within certificate this November 16,1965 

/s/ 
 
Comminissioner of Corporations and Taxation



stamp
John F. X. Davoren
Secretary of the Commonwealth

The Commonwealth of Massachusetts
Office of the Secretary
State House, Boston 02133

MAR 27, 1972

A true Copy Witnessed under the Great Seal of the Commonwealth of 
Massachusetts.

/s/ John F. X. Davoren
    -------------------------------
    John F. X. Davoren
    Secretary of the Commonwealth.

/s/ Archie D. Dickerson
    -------------------------------
    Archie D. Dickerson
    Deputy Secretary.


THE COMMONWEALTH OF MASSACHUSETTS
JOHN F. X. DAVOREN
Secretary of the Commonwealth
STATE HOUSE BOSTON, MASS.

CERTIFICATE OF INCREASE OF CAPITAL
General Laws, Chapter 164, Ter. Ed., Section 10
and Chapter 158, Ter. Ed., Sections 39 and 41

We, Joseph T. Kelley President, J. Richard Cottrell Treasurer and Joseph T. 
Kelley, Leonard Milano, George L. Nye, John W. Bond,Sidney M. Schreiber, K. 
D. Knoblock being a majority of the Directors of The Berkshire Gas Company 
in Compliance with the provisions of the General Laws, Chapter 164, Section 
10 and Chapter 158, Sections 39 and 41, do hereby certify that at a meeting 
of the stockholders called for the purpose the capital stock of said 
corporation has been increased by the amount of Two hundred seventy-four 
thousand three hundred twenty ($274,320) dollars, and that same has all been 
paid in on March 9th 1972.

The total amount of capital stock already authorized is Fifteen
thousand (15,000)                  (shares preferred.
One hundred sixty-four thousand five hundred ninety-three
(164,593)                          (shares common.
The total amount of fully paid capital stock already 
issued for cash is Fifteen thousand (15,000)  (shares preferred.
One hundred sixty-four thousand five hundred ninety-three
(164,593)                          (shares common.
The amount of fully paid capital stock already
issued for property is None        (shares preferred.
None                               (shares common.
The amount of additional capital stock
authorized is                      (shares preferred.
Twenty-seven thousand four hundred thirty-two
(27,432)                           (shares common.

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY,
we have hereunto signed our names, this 16th day of March in the year 1972

President Joseph T. Kelley, Treasurer J. Richard Cottrell, Director Joseph 
T. Kelley,Director Leonard Milano, Director George L. Nye,  Director John W. 
Bond,Director Sidney M. Schreiber, Director K. D. Knoblock


RECEIVED
MAR 20, 1972
CORPORATION DIVISION
SECRETARY'S OFFICE

THE COMMONWEALTH OF MASSACHUSETTS
CERTIFICATE OF INCREASE OF CAPITAL
GENERAL LAWS, CHAPTER 164, SECTION 10 AND
CHAPTER 158, SECTIONS 39 AND 41

I hereby approve the within certificate of increase of capital and, the 
filing fee in the amount of $137.16 having been paid, said certificate is 
deemed to have been filed with me this 20th day of March, 1972.

John F. X. Davoren
JOHN F. X. DAVOREN
Secretary of the Commonwealth

MAR 23, 1972

The Berkshire Gas Company
P. O. Box 1388
Pittsfield, MA 01201
J. R. Cottrell, Treas. And Clerk


stamp
John F. X. Davoren
Secretary of the Commonwealth 

The Commonwealth of Massachusetts
Office of the Secretary
State House, Boston 02133

FEB 23, 1972

A true Copy Witnessed under the Great Seal of the Commonwealth of 
Massachusetts.

John F. X. Davoren
Secretary of the Commonwealth.

Milhard D. Vast
Deputy Secretary



THE COMMONWEALTH OF MASSACHUSETTS
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
STATE HOUSE, BOSTON, MASSACHUSETTS 02133
ARTICLES OF AMENDMENT                                    FEDERAL IDENTIFICATION
GENERAL LAWS, CHAPTER 164, SECTION 8B                            No. 04-1731220


This certificate must be submitted to the Secretary of the Commonwealth
within sixty days after the date of the vote of stockholders adopting the
amendment.  The fee for filing this certificate is prescribed by General
Laws, Chapter 164, Section 33.  Make check payable to the Commonwealth of
Massachusetts.

We, Joseph T. Kelly, President, and Scott S. Robinson, Clerk of The
Berkshire Gas Company located at 115 Cheshire Road, Pittsfield,
Massachusetts, 01201 do hereby certify that the following amendment to the
Articles of Organization was duly adopted at a meeting held on October 17,
1978, by a vote of:

      130,600 shares of  Common Stock, out of 192,025 outstanding.
      11,430 shares of 4.80% Cumulative Preferred Stock, out of 11,430 
outstanding.


being at least two-thirds of each class outstanding and entitled to vote 
thereon and of each class or series of stock whose rights are adversely 
affected thereby.


SECTION III

Provisions Applicable to All Shares of 9% Cumulative Preferred Stock

(a)  10,000 shares of the Cumulative Preferred Stock shall be and are 
designated as "9% Cumulative Preferred Stock."

(b)  The holders of shares of 9% Cumulative Preferred Stock shall be
entitled to receive cash dividends at the rate of 9% per annum of the par
value of $100 per share, or $9.00 per share per annum, payable quarterly
on the 15th days of January, April, July and October in each year.

(c)  The aforesaid dividends shall accrue from the date of original issue
and shall be cumulative so that if dividends in respect of any quarterly
dividend period at the rate  of $9.00 per anum shall not have been paid
upon or declared and set apart for the 9% Cumulative Preferred Stock, the
deficiency shall be fully paid or declared and set apart before any
dividend shall be paid upon or declared and set apart for the Common
Stock.  Dividends on the 9% Cumulative Preferred Stock shall be deemed to
accrue from day to day.

(d)  Subject to the provisions of subparagraph (h) c of this Section iii,
the Company, by action of its Board of Directors, may redeem the whole or
any part of the 9% Cumulative Preferred Stock at any time or from time to
time, at the following redemption prices:

      $109.00 per share if redeemed prior to April 1, 1983;
      $105.00 per share if redeemed on or after April 1, 1983 and prior
to April 1, 1988;
      $103.00 per share if redeemed on or after April 1, 1988 and prior
to April 1, 1993; and
      $100 per share if redeemed on or after April 1, 1993,

together with, in each case, an amount equal to all accrued and unpaid 
dividends thereon to the date fixed for redemption, whether or not earned
or declared; provided, however, that prior to April 1, 1988 the Company
may not redeem pursuant to the provisions of this paragraph (d) any shares
of 9%  Cumulative Preferred Stock directly or indirectly from or in
anticipation of funds borrowed, or obtained through the sale of capital
stock, by or for the amount of the Company at an effective interest or
dividend cost (as the case may be), calculated in accordance with
generally accepted financial practice, to the Company of less than 9% per
annum.

      Prior to the date fixed for redemption pursuant to this paragraph
(d), the Company shall deposit with a bank or trust company in good
standing, organized under the laws of the United States or of the
Commonwealth of Massachusetts, doing business in the City of Boston,
Massachusetts, having capital, surplus and undivided profits (as shown by
its latest published statement) aggregating at least $25,000,000 (a
"Qualified Trustee"), or shall set aside, in each case separate and apart
from the Company's other funds and in trust for the account of the holders
of the shares to be redeemed so as to be and continue to be available
therefor, the funds necessary for such redemption.

      If fewer than all of the outstanding shares of 9% Cumulative
Preferred Stock are to be redeemed in pursuance of the foregoing
provisions for voluntary redemption, the aggregate number of shares so to
be redeemed shall be allocated by the Company among the registered holders
of such Stock at the time outstanding, to the nearest share, in the
proportion that their respective holdings bear to the aggregate number of
shares of such Stock at the time outstanding, provided that if the number
of such registered holders shall be more than twenty, the shares to be
redeemed shall be determined by lot in such equitable manner as the Board
of Directors shall deep proper.

      (e)  (A) Subject to the provisions of subparagraph (h) (c) of this 
Section III, so long as any of the shares of the 9% Cumulative Preferred
Stock shall be outstanding, the Company covenants to pay, at least one day
prior to November 15 in each calendar year commencing with the year 1983
(each such November 15 being the "mandatory sinking fund redemption
date"), to a Qualified Trustee selected for that purpose by the board of
Directors (the "9% Preferred Stock Sinking Fund Trustee") as and for a
sinking fund for the retirement of shares of the 9% Cumulative Preferred
Stock, an amount of cash sufficient to retire 500 shares (or such lesser
number of shares as may then be outstanding) of 9% Cumulative Preferred
Stock at $100 per share plus all accrued and unpaid dividends thereon to
the mandatory sinking fund redemption date, whether or not earned or
declared (the "Sinking Fund Redemption Price").  The foregoing annual
obligation (the "annual sinking fund obligation") shall be cumulative (but
without interest), so that if for any reason the Company shall not have
satisfied its full annual sinking fund obligation in any calendar year,
then any deficiency shall be added to the annual sinking fund obligation
for the next succeeding calendar year.  The holders of 9% Cumulative
Preferred  Stock shall not have the right to compel the Company to make
any sinking fund payment in the event that the Company shall not have 
funds legally available therefore; provided, however, that in such case
the obligation to make such payment shall be fulfilled by the Company as
soon as practicable after such funds become legally available.  Until
every deficiency in the annual sinking fund obligation shall have been
paid in full, the holders of the 9% Cumulative Preferred stock shall share
ratably with the holders of any other stock ranking on a parity with the
9% Cumulative Preferred Stock as to liquidation rights or dividends in the
payment of funds in satisfaction  of any required redemption or other
obligation with respect to such stock.

      (B)  Subject to the provisions of subparagraph (h) (c) of this
Section III, and provided that the Company (I) shall have made stock
purchase offers (and purchases of stock tendered) for all past years and
for the current year as provided in paragraphs (f) and (h) (c) of Section
II with respect to the 4.80% Cumulative Preferred Stock, (ii) shall have
satisfied the annual sinking fund obligation for all past years and for
the current year and, (iii) shall not be in default with respect to any
other obligation involving any voluntary or optional redemption of the 9%
Cumulative Preferred Stock, the Company may, at its option, on November 15
(or such earlier date on or after the date on which the Company shall pay
to the 9% Preferred Stock Sinking Funds Trustee the amount required in
satisfaction of its current annual sinking fund obligation) in each
calendar year commencing with the year 1983, pay to the 9% Preferred Stock
Sinking Fund Trustee an amount of cash sufficient to retire, at the
Sinking Fund Redemption Price, an additional number, not to exceed 500, of
shares of 9% Cumulative Preferred Stock.  Notwithstanding the foregoing, 
the Company may not at any time redeem pursuant to the provisions of this 
subparagraph (e) (B), more than an aggregate of 3,000 shares of 9%
Cumulative Preferred Stock.  Such annual redemption option shall be non-
cumulative, so that the failure of the Company, for any reason, to redeem
500 shares of 9% Cumulative Preferred Stock pursuant to this subparagraph
(e) (B) in any year shall not increase the number of shares redeemable
pursuant to this subparagraph (e) (B) in any subsequent year.  

      (c)  Any cash paid to the 9% Preferred Stock Sinking Fund Trustee 
pursuant to subparagraphs (e) (A) and (B) of this Section III shall be
held by it in trust for the equal and proportionate benefit of the holders
of the 9% Cumulative Preferred Stock and shall be applied by it in trust
for the equal and proportionate benefit of the holders of the 9%
Cumulative Preferred Stock and shall be applied by it (subject to the
provisions of paragraph (f) of this Section III regarding failure of any
holder to claim the amount set aside for redemption of such shares) to the
redemption of 9% Cumulative Preferred Stock at the Sinking Fund Redemption
Price.

      The 9% Preferred Stock Sinking Fund Trustee shall allocate the
aggregate number of shares of 9% Cumulative Preferred Stock so to be
redeemed among the registered holders of shares of 9% Cumulative Preferred
Stock at the time outstanding, to the nearest share, in the proportion
that their respective holdings bear to the aggregate number of shares of
9% Cumulative Preferred Stock at the time outstanding, provided that if
the number of such registered holders shall be more than twenty, the
shares to be redeemed shall be determined by lot in such equitable manner
as the 9% Preferred Stock Sinking Fund Trustee shall deem proper.

      (f)  Not more than 60 nor less than 30 days prior to the date fixed
for redemption pursuant to paragraphs (d) or (e) of this Section III,
notice of every redemption shall be mailed, certified mail, return receipt
requested, to the holders of record of the shares to be redeemed at their
respective addresses as the same shall appear on the books of the Company.
If selection of the shares to be redeemed is required to be made by lot,
not more than 60 nor less than 30 days' previous notice of every
redemption shall also be given by appropriate publication at least once in
a daily newspaper printed in the English language and of general
circulation in the City of Boston, Massachusetts.

      The notice so mailed shall state the date fixed for redemption 
(hereinafter called the "redemption date:"), the applicable redemption
price and amount of all accrued dividends payable on the redemption date,
and the number of shares to be redeemed.  Such notice shall call upon each
shareholder to whom such notice shall be addressed to surrender to the
Company on the redemption date, at the place designated in such notice,
the certificate or certificates representing the shares to be redeemed.

      On or after the redemption date each holder of shares of 9%
Cumulative Preferred  Stock so called for redemption shall present and
surrender his certificate or certificates for such shares to the Company
at the place designated in the foregoing written notice and thereupon the
redemption price of such shares together with the amount of accrued
dividends thereupon payable on the redemption date shall be paid to or on
the order of the person whose name appears on the certificate or
certificates as the owner thereof.  In case fewer than all the shares
represented by any such certificate are redeemed, a new certificate shall
be issued representing the unredeemed shares.

      The Company may, after giving notice of any such redemption as 
hereinbefore provided or after giving to a Qualified Trustee irrevocable 
authorization to give such notice and at any time prior to the redemption
date specified or to be specified in such notice, deposit with a Qualified
Trustee (in the case of redemption pursuant to paragraph (e), the 9%
Cumulative Preferred Stock Sinking Fund Trustee), separate and apart from
its other funds, in trust for the account of the holders of the shares to
be redeemed, the funds necessary for such redemption.  In such case the
redemption notice to be mailed to the holders of record of the shares to
be redeemed shall specify the office of such Qualified Trustee as the
place of payment of the redemption price, and shall call upon such holders
to surrender at such place on the redemption date the certificates
representing the shares so to be redeemed against payment of the amount
payable on the redemption thereof.  Upon such deposit in trust, all shares
with respect to which such deposit shall have been made shall no longer be
deemed to be outstanding, and all rights with respect to such shares so
called for redemption shall forthwith cease and terminate, except only the
right of the holders thereof to receive, out of all the funds so deposited
in trust, from and after the redemption date, the amount payable upon the
redemption thereof, without interest.

      In case any holder of shares of the 9% Cumulative Preferred Stock
which shall have been called for redemption as provided herein shall not
within six year of the date of redemption thereof or the date of deposit
of the funds necessary for such redemption with the Qualified Trustee,
whichever is earlier, claim the amount so set aside or deposited in trust,
as the case may be, for the redemption of such shares, the Qualified
Trustee shall upon demand, pay over to the Company any such unclaimed
amount and shall thereupon be relieved of all responsibility in respect
thereof and the Company shall not be required to hold the amount so paid
over to the Company, or any amount so set aside by the Company for the
redemption of such shares separate and apart from its other funds, and
thereafter except as may be otherwise provided by law, the holders of such
shares of 9% Cumulative Preferred Stock shall look only to the Company for
payment of the redemption price thereof, without interest.

      (g)  So long as any shares of the 9% Cumulative Preferred Stock are 
outstanding, the Company shall not pay or declare and set apart for
payment any dividend  (other than dividends payable in stock junior to the
9% Cumulative Preferred Stock with respect to liquidation rights and
dividends), or make any other distribution on, or purchase, redeem,
retire, or otherwise acquire for consideration, or set aside any funds for
any such acquisition of, any such shares of capital stock ranking junior
to the 9% Cumulative Preferred Stock unless and until:  (A) full dividends
on the shares of the 9% Cumulative Preferred Stock at the time outstanding
for all past quarterly dividend periods and for the current quarterly
dividend period shall have been paid or declared and set apart for
payment,  (B) the Company shall not be in default in respect of the annual
sinking fund obligation or any other obligation with respect to any
voluntary or optional redemption of the 9% Cumulative Preferred Stock, and
(c) after such action the amount of capital of the Company represented by
(I) the then outstanding capital stock of the Company ranking junior to
the 9% Cumulative Preferred Stock as to liquidation rights and dividends,
(ii) the premium on the Company's capital stock and (iii) the Company's
surplus (including retained earnings), would be equal to or greater than
twice the aggregate par value or preference on involuntary liquidation
(whichever, in the case of each share, is greater) of all outstanding
shares of 9% Cumulative Preferred Stock and all shares of any stock
ranking prior to or on a parity with the 9% Cumulative Preferred Stock as
to liquidation rights or dividends.  Unless otherwise indicated, the terms
"capital", "surplus" and "premium on capital stock", as used in this
Section III, shall have the meanings ascribed to them in accordance with
generally accepted accounting principles.  Subject to the foregoing, this
Section III shall not otherwise prevent the Company form declaring or
paying out of funds legally available therefor such dividends on the
Common Stock as may be determined by the Board of Directors.

      (h) ( A)  So long as any shares of the 9% Cumulative Preferred Stock
are outstanding, the Company shall not without the consent (given in
person or by proxy at a meeting duly called and held for that purpose) of
the holders of at least two-thirds of the total number of shares of 9%
Cumulative Preferred Stock then outstanding:

            (a)  create, authorize or increase the total authorized amount
      of any class or series of stock ranking prior to or on a parity with
      the 9% Cumulative Preferred Stock as to liquidation rights or
      dividends, or increase the total authorized amount of 9% Cumulative
      Preferred Stock, or create, authorize or increase the total
      authorized amount of any security or right convertible into, or
      evidencing the right to purchase, shares of any such stock; or

            (b)  amend, alter, change or repeal any of the rights,
      privileges, preferences, powers, terms and conditions of the 9%
      Cumulative Preferred Stock in any manner which would adversely
      affect any of the rights of the holders thereof; or

            (c)  sell, lease, transfer, convey, pledge, assign, mortgage
      or otherwise encumber all or the greater part of the Company's
      property or business (provided, however, that this subparagraph (h)
      (A) (c) shall not be construed to require the consent of the holders
      of 9% Cumulative Preferred Stock for the issuance of additional
      bonds under the Company's First Mortgage Indenture and Deed of Trust
      dated as of July 1, 1954, as amended); or

            (d)  merge or consolidate with or into another corporation, 
      whether or not the Company survives as a continuing entity, if
      thereby any of the rights, privileges, preferences, powers, terms or
      conditions of the 9% Cumulative Preferred Stock would be adversely
      affected, or in the event that the Company does not survive as a
      continuing entity, there would thereupon be authorized or
      outstanding securities which the Company, of it owned all of the
      properties then owned by the resulting corporation, could not create
      without the vote or consent of the holders of the 9% Cumulative
      Preferred Stock.

      (B)  So long as any shares of the 9% Cumulative Preferred Stock are 
outstanding, the Company shall not, without the consent (given in person
or by proxy at a meeting duly called and held for that purpose) of  the
holders of a majority of the total number of shares of 9% Cumulative
Preferred Stock then outstanding, voting separately as a class, issue or
sell any additional (but previously authorized shares of 9% Cumulative
Preferred Stock, including shares held in the treasury of the Company, or
any shares of any stock ranking prior to or on a parity with the 9%
Cumulative Preferred Stock as to liquidation rights or dividends, or any
security or right convertible into, or evidencing the right to purchase,
shares of any such stock, unless, after giving effect to such proposed
issue or sale, (I) the net earnings of the Company available for interest
and dividends, determined in accordance with generally accepted accounting
principles after all taxes and after provision for depreciation and
amortization at least equal to the "minimum provision for depreciation" as
hereinafter defined, for twelve (12) consecutive calendar months out of
the fifteen (15) months immediately preceding shall be at least one and
one-half (1 1/2) times the sum of (x) the aggregate annual interest
requirements on all "long-term indebtedness," as hereinafter defined, of
the Company then outstanding and (y) the aggregate annual dividend
requirements on all shares of 9% Cumulative Preferred Stock and all shares
of any stock ranking prior to or on a parity with the 9% Cumulative
Preferred Stock, to be outstanding; and (ii) the Company's net earnings
available for dividends, determined in accordance with generally accepted
accounting principles after all taxes and after provisions for
depreciation and amortization," as hereinafter defined, for twelve (12)
consecutive calendar months out of the fifteen (15) months immediately
preceding shall be at least two and one-half (2 1/2) times the aggregate
annual dividend requirements on all shares of 9% Cumulative Preferred
Stock and all shares of any stock ranking prior to or on a parity with the
9% Cumulative Preferred Stock, to be outstanding; and (iii) the Company's
capital represented by the then outstanding shares of its stock ranking
junior to the 9% Cumulative Preferred Stock, plus the company's surplus
(including retained earnings) and any amounts carried as premium on
capital stock, would be at least equal to the resulting aggregate par
value or preference on involuntary liquidation (whichever, in the case of
each share, is greater) of all shares of 9% Cumulative Preferred Stock and
all shares of any stock ranking prior to or on a parity with the 9%
Cumulative Preferred Stock , which would be outstanding after giving
effect to such proposed issue or sale.

      The term "minimum provision for depreciation" shall mean, for any
twelve months' period, an amount equal to 2% of the average gross
depreciable plant property account of the Company during such period,.
The term "long term indebtedness" shall mean all "indebtedness" which by
its terms matures more than one year from the date as of which any
calculation of long term indebtedness is made, and " indebtedness"
maturing within one year from such date which is renewable or extendible
at the option of the obligor to a date beyond one year from such date.
The term "indebtedness" of the Company shall mean all liability of the
Company for the repayment of borrowed money as of the date on which
indebtedness  is to be determined, including without limitation, (a) all
indebtedness secured by any mortgage, pledge, lien, security agreement,
conditional sale or other title retention agreement or other charge or
encumbrance existing on any property or asset owned or held by the Company
subject thereto, whether or not the indebtedness secured thereby shall
have been assumed, and (b) all indebtedness of others which the Company
has directly or indirectly guaranteed, endorsed (otherwise than for
collection or deposit in the ordinary course of business), discounted with
recourse or agreed (contingently or otherwise) to purchase or repurchase
or otherwise acquire, or in respect of which the Company has agreed to
supply or advance funds (whether by way of loan, stock, purchase, capital
contribution or otherwise) or otherwise to become directly or indirectly
liable.

      (C)  So long as full dividends on the shares of 9% Cumulative
Preferred Stock outstanding for all past quarterly dividend periods and
for the current quarterly dividend period shall be in arrears, or the
Company shall be in default with respect to any sinking fund payment or
obligation provided for in subparagraph (e) (A) of this Section III or any
other obligation with respect to any voluntary or optional redemption of
the 9% Cumulative Preferred Stock, the Company shall not, without the
consent (given in person or by proxy at a meeting duly called and held for
that purpose) of the holders of a majority of the total number of shares
of such Stock then outstanding, purchase, offer to purchase, redeem,
retire or otherwise acquire for a consideration, or set aside any funds
for any such acquisition of, any shares of 9% Cumulative Preferred Stock
or of any stock ranking prior to or on a parity with the 9% Cumulative
Preferred Stock as to liquidation rights or dividends; provided, however,
that any funds deposited in trust for the purchase or redemption of any
stock of the Company in accordance with the terms thereof prior to any 
such arrearage or default may thereafter be applied to such purchase or 
redemption in accordance with such terms, whether or not at the time of
such application such arrearage or default is continuing under the
provisions hereof.

      (D)  A consent of the character referred to in subparagraph (A), (B)
OR (C) of this paragraph (h) shall also be deemed to be effective upon the 
consent in writing, without a meeting, of all the then outstanding shares
of 9% Cumulative Preferred Stock.

      (E)  The foregoing provisions as to vote or consent shall not apply
if, in connection with connection with any of the matters mentioned in 
subparagraph (A), (B)  or (C) above, provision is to be made for the 
redemption or retirement of all outstanding 9% Cumulative Preferred Stock
in accordance with paragraph (d) hereof.

      (F)  From time to time, and without limitation of other rights and 
powers of the Company as provided by law, the Company may reclassify its 
capital stock and may create or authorize one or more classes or kinds of 
stock ranking prior to or on a parity with or subordinate to the 9%
Cumulative Preferred Stock, or may increase the authorized amount of the
9% Cumulative Preferred Stock or of the  Common Stock or of any other
class of stock of the Company or may amend, alter, change, or repeal any
of the rights, privileges, terms and conditions of the  shares of the 9%
Cumulative Preferred Stock or of the Common Stock, or of any other class
of stock of the Company, upon the vote, given at a meeting called for that
purpose, of the holders of a majority (or such other number of shares of
stock as may then be required by law) of the shares of stock then entitled
to vote thereon; provided that the consent of the holders of the shares of
the 9% Cumulative Preferred Stock, required by the provisions of
subparagraphs (A), (B) and c of paragraph (h) hereof, if any such consent
be so required, shall have been obtained, and provided further that the
rights, privileges, terms and conditions of the shares of the Common Stock
shall not be subject to amendment, alteration, change or repeal without 
the consent  (given in writing or by vote at a meeting called for that 
purpose) of the holders of a majority (or such other number as may then be 
required by law) of the total number of shares of the Common Stock then 
outstanding.

      (G)  For the purposes of paragraph (h) of this Section III,
outstanding shares of the 9% Cumulative Preferred Stock  shall not include
shares held in the treasury of the Company.

      (I)  All or any shares of the 9% Cumulative Preferred Stock at any
time redeemed, purchased or acquired by the Company may thereafter, in the 
discretion of the Board of Directors subject to subparagraph (h) (B)
above, be reissued or otherwise disposed of at any time or from time to
time to the extent and in the manner now or hereafter permitted by law,
provided that any such shares acquired by operation of the redemption
provisions of paragraph (e) of this Section III shall not under any
circumstances be reissued or otherwise disposed of by the Company and each
surrendered certificate for shares so redeemed shall be canceled.

      (j)  The rights and remedies herein granted to holders of the 9% 
Cumulative Preferred Stock shall be in addition to all other rights and 
remedies to which they may be otherwise entitled by law.



THE COMMONWEALTH OF MASSACHUSETTS 
SECRETARY OF THE COMMONWEALTH 
STATE HOUSE, BOSTON, MASSACHUSETTS 02133 
ARTICLES OF AMENDMENT                                FEDERAL IDENTIFICATION 
GENERAL LAWS, CHAPTER 164, SECTION 33                        No. 04-1731220
 
This certificate must be submitted to the Secretary of the Commonwealth 
within sixty days after the date of the vote of stockholders adopting the 
amendment.  The fee for filing this certificate is prescribed by General 
Laws, Chapter 164, Section 33.  Make check payable to the Commonwealth of 
Massachusetts. 
 
We, Joseph T. Kelley, President, and Scott S. Robinson, Clerk of The 
Berkshire Gas Company located at 115 Cheshire Road, Pittsfield, 
Massachusetts, 01201 do hereby certify that the following amendment to the 
articles of organization of the corporation was duly adopted at a meeting 
held on September 25, 1979, by a vote of: 
 
      141,825 shares of   Common Stock, out of 192,025 outstanding. 
 
being at least a majority of each class outstanding and entitled to vote 
thereon: two thirds of each class outstanding and entitled to vote thereon 
and of each class or series of stock whose rights are adversely affected 
thereby. 
 
RESOLVED:  That the Charter, Agreement of Association and Articles of 
           Organization of this Company be, and the same hereby are, 
           amended to increase the capital stock of the Company by 
           creating an additional 20,000 shares of the Company's Common 
           Stock, $10 par value, thereby increasing the number of 
           authorized shares of said Common Stock from 192,025 to 212,025 
           shares; such additional 20,000 shares to be issued and sold 
           from time, subject to the approval of the Massachusetts 
           Department of Public Utilities, through the Company's Share 
           Owner Dividend Reinvestment and Stock Purchase Plan; and it is 
           further 
 
RESOLVED:  That the Charter, Agreement of Association and Articles of 
           Organization of the Company be, and the same hereby are, 
           amended to provide that the By-Laws of the Company may be 
           amended by vote of the shareholders of the Company or by vote 
           of the Company's directors, in accordance with the provisions 
           of such By-Laws. 
 
      The foregoing amendment will become effective when these articles of 
amendment are filed in accordance with Chapter 164, Section 8B of the 
General Laws unless these articles specify, in accordance with the vote 
adopting the amendment, a later effective date not more than thirty days 
after such filing, in which event the amendment will become effective on 
such later date. 

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto 
signed our names this 15th day of October    , in the year 19 
 
/s/       , President 
 
/s/       , Clerk 

 
THE COMMONWEALTH OF MASSACHUSETTS 
 
ARTICLES OF AMENDMENT 
(General Laws, Chapter 164, Section 8B) 
I hereby approve the within articles of amendment and, the filing fee in 
the amount of $          having been paid, said articles are deemed to have 
been filed with me this  16th day of October, 1979     . 
 
Secretary of the Commonwealth 
State House, Boston, Mass. 
 
 
TO BE FILLED IN BY CORPORATION 
 
TO:   Franklin M. Hundley, Esquire 
      Rich, May, Bilodeau & Flaherty 
      294 Washington Street 
      Boston, Massachusetts, 02108



THE COMMONWEALTH OF MASSACHUSETTS 
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE 
John F. X. Davoren, SECRETARY OF THE COMMONWEALTH 
STATE HOUSE, BOSTON, MASSACHUSETTS  
ARTICLES OF AMENDMENT 
GENERAL LAWS, CHAPTER 164, SECTION 33

 
This certificate must be submitted to the Secretary of the Commonwealth 
within sixty days after the date of the vote of stockholders adopting the 
amendment.  The fee for filing this certificate is prescribed by General 
Laws, Chapter 164, Section 33.  Make check payable to the Commonwealth of 
Massachusetts. 
 
We, Joseph T. Kelley, President, and Scott S. Robinson, Clerk of The 
Berkshire Gas Company located at 115 Cheshire Road, Pittsfield, 
Massachusetts, 01201 do hereby certify that the following amendment to the 
Articles of Organization  of the corporation was duly adopted at a meeting 
held on January 30,1980, by a vote of: 

      158,374 shares of    Common stock, out of 192,025 outstanding. 
 
being at least a majority of each class outstanding and entitled to vote 
thereon. 

VOTED:    That the Charter, Agreement of Association and Articles of 
          Organization of this Company be and hereby are amended so that the 
          total number of shares and the par value per share of Common Stock 
          of the Company authorized for issuance shall be changed from 
          212,025 shares, $10 par value per share, to 424,050 shares, $5.00 
          par value per share, subject to the obtaining of requisite 
          approval and authorization of the Department of Public Utilities 
          of the Commonwealth of Massachusetts; and; 


FURTHER 
VOTED:    That each share of Common Stock of the par value of $10.00 
          currently issued and outstanding or authorized for issuance but 
          unissued shall be and, on the effective date of the aforesaid 
          Amendment, hereby is reclassified and changed into two shares of 
          Common Stock of the par value of $5.00 per share. 

      The foregoing amendment will become effective when these articles of 
amendment are filed in accordance with Chapter 164, Section 8B of the 
General Laws unless these articles specify, in accordance with the vote 
adopting the amendment, a later effective date not more than thirty days 
after such filing, in which event the amendment will become effective on 
such later date. 
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed 
our names this 21st day of February, in the year 1980. 

/s/          , President 

/s/          , Clerk 

 
THE COMMONWEALTH OF MASSACHUSETTS 
 
ARTICLES OF AMENDMENT 
(General Laws, Chapter 164, Section 8B) 
I hereby approve the within articles of amendment and, the filing fee in the 
amount of $50.00 having been paid, said articles are deemed to have been 
filed with me this     day of  , 1980. 
 
John F. X. Davoren 
Secretary of the Commonwealth 
State House, Boston, Mass. 
 
 
TO BE FILLED IN BY CORPORATION 
 
TO:   Franklin M. Hundley, Esquire
      Rich, May, Bilodeau & Flaherty
      294 Washington Street
      Boston, Massachusetts, 02108



The Commonwealth of Massachusetts 
Michael Joseph connolly 
secretary of State 
One Ashburton Place, Boston, MA 02108 

FEDERAL IDENTIFICATION 
NO.  04-1731220 

 
CERTIFICATE OF CHANGE OF PRINCIPAL OFFICE 
General Laws, Chapter 156B, Section 14 

 
I, Cheryl M. Clark, Clerk of The Berkshire Gas Company having its principal 
office at P. O. Box 1388  
31 South Street., Pittsfield, MA 01201 
do hereby certify that pursuant to General Laws, Chapter 156B, Section 14, 
the directors of said corporation have changed the principal office of the 
corporation to P.O. Box 1388 
115 Cheshire Road, Pittsfield, MA 01201 
 
SUBSCRIBED THIS 30TH DAY OF JULY 1982, UNDER THE PENALTIES OF PERJURY 
 
SIGNATURE 

/s/  CHERYL M. CLARK
     CHERYL M. CLARK



THE COMMONWEALTH OF MASSACHUSETTS 
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE 
SECRETARY OF THE COMMONWEALTH 
STATE HOUSE, BOSTON, MASSACHUSETTS 02133 
ARTICLES OF AMENDMENT                                 FEDERAL IDENTIFICATION 
GENERAL LAWS, CHAPTER 164, SECTION 33                         No. 04-1731220 

 
This certificate must be submitted to the Secretary of the Commonwealth 
within sixty days after the date of the vote of stockholders adopting the 
amendment.  The fee for filing this certificate is prescribed by General 
Laws, Chapter 164, Section 33.  Make check payable to the Commonwealth of 
Massachusetts. 
 
We, J.T.Kelley, President, and Cheryl M. Clark, Clerk of The Berkshire Gas 
Company located at 115 Cheshire Road, Pittsfield, Massachusetts, 01201 do 
hereby certify that the following amendment to the articles of organization 
of the corporation was duly adopted at a meeting held on October 1982, by a 
vote of: 

      311,037 shares of    Common Stock, out of 398,421 outstanding. 
being at least a majority of each class outstanding and entitled to vote 
thereon: 
 
VOTED:    That the Charter, Agreement of Association and Articles of 
          Organization of this Company be, and hereby are, amended to 
          increase shares of the Company's Common stock, $5. par value, 
          thereby increasing the number of authorized shares of said Common 
          stock from 424,050 to 440,000 shares; such additional 15,950 
          shares are to be issued from time to time, subject to the approval 
          of the Massachusetts Department of Public Utilities, to a Tax 
          Credit Employees Stock Ownership Plan and Trust. 

 
THE COMMONWEALTH OF MASSACHUSETTS 
 
ARTICLES OF AMENDMENT 
(General Laws, Chapter 164, Section 8B) 
I hereby approve the within articles of amendment and, the filing fee in the 
amount of $75.00 having been paid, said articles are deemed to have been 
filed with me this 9 day of November, 1982. 
 
Secretary of the Commonwealth 
State House, Boston, Mass. 
 
 
TO BE FILLED IN BY CORPORATION 
 
TO:   Eric J. Krathwohl, Esq.
      Rich, May, Bilodeau & Flaherty
      294 Washington Street
      Boston, Massachusetts, 02108



THE COMMONWEALTH OF MASSACHUSETTS 
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE 
Michael Joseph Connolly, SECRETARY 
ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108 
ARTICLES OF AMENDMENT                                FEDERAL IDENTIFICATION 
GENERAL LAWS, CHAPTER 164, SECTION 8B                        No. 04-1731220 
 
This certificate must be submitted to the Secretary of the Commonwealth 
within sixty days after the date of the vote of stockholders adopting the 
amendment.  The fee for filing this certificate is prescribed by General 
Laws, Chapter 164, Section 33.  Make check payable to the Commonwealth of 
Massachusetts. 
 
 
We, Scott S. Robinson, Vice President, and Cheryl M. Clark, Clerk of The 
Berkshire Gas Company located at 115 Cheshire Road, Pittsfield, 
Massachusetts, 01201 do hereby certify that the following amendment to the 
articles of organization of the corporation was duly adopted at a meeting 
held on July 22, 1983, by a vote of: 

      317,419 shares of    Common Stock, out of 408,946 shares outstanding. 
 
being at least a majority of each class outstanding and entitled to vote 
thereon.*1
 
*1For the amendment adopted pursuant to Chapter 156B, Section 70. 

VOTED: That the Charter, Agreement of Association and Articles of 
Organization of this Company be, and hereby are, amended to increase the 
capital stock of the Company by creating an additional 60,000 shares of the 
Company's Common Stock, $5 par value, thereby increasing the number of 
authorized shares of said Common Stock from 440,000 to 500,000 shares; such 
additional 60,000 shares to be issued and sold to certain institutional 
investors, subject to the approval of the Massachusetts Department of Public 
Utilities. 
 
TO CHANGE the number of shares and the par value, if any, of each class of 
stock within the corporation fill in the following: 
 
The total presently authorized is: 

                NO PAR VALUE    WITH PAR VALUE
TYPE            NUMBER OF       NUMBER OF         PAR
                SHARES          SHARES            VALUE 

Common          -               440,000           $5.00 
Preferred 
 
CHANGE the total to:
 
                NO PAR VALUE    WITH PAR VALUE
TYPE            NUMBER OF       NUMBER OF         PAR
                SHARES          SHARES            VALUE

Common          -               500,000           $5.00 
Preferred 

The foregoing amendment will become effective when these articles of 
amendment are filed in accordance with Chapter 164, Section 8B of the 
General Laws unless these articles specify, in accordance with the vote 
adopting the amendment, a later effective date not more than thirty days 
after such filing, in which event the amendment will become effective on 
such later date. 

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed 
our names this day of July , in the year 1983. 


/s/     , President 

/s/     , Clerk 

 
THE COMMONWEALTH OF MASSACHUSETTS 
 
ARTICLES OF AMENDMENT 
(General Laws, Chapter 164, Section 8B) 
I hereby approve the within articles of amendment and, the filing fee in the 
amount of $ having been paid, said articles are deemed to have been filed 
with me this        day of         , 19. 
 

/s/ MICHAEL JOSEPH CONNOLLY
    Michael Joseph Connolly 
    Secretary of the Commonwealth 
    State House, Boston, Mass. 
 
 
TO BE FILLED IN BY CORPORATION 
 
TO:   Eric J. Krathwohl, Esquire
      Rich, May, Bilodeau & Flaherty
      294 Washington Street
      Boston, Massachusetts, 02108 



THE COMMONWEALTH OF MASSACHUSETTS 
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE 
MICHAEL JOSEPH CONNOLLY, SECRETARY 
ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108 
ARTICLES OF AMENDMENT                                 FEDERAL IDENTIFICATION 
GENERAL LAWS, CHAPTER 164, SECTION 8B                         No. 04-1731220 

 
This certificate must be submitted to the Secretary of the Commonwealth 
within sixty days after the date of the vote of stockholders adopting the 
amendment.  The fee for filing this certificate is prescribed by General 
Laws, Chapter 164, Section 33.  Make check payable to the Commonwealth of 
Massachusetts.
 
We, Scott S. Robinson, Executive Vice President, and Cheryl M. Clark, Clerk 
of The Berkshire Gas Company located at 115 Cheshire Road, Pittsfield, 
Massachusetts, 01201 do hereby certify that the following amendment to the 
articles of orgainzation of the corporation was duly adopted at a meeting 
held on October 12, 1983, by a vote of: 

      363,229 shares of    Common Stock, out of 471,273 outstanding. 
 
being at least two-thirds of each class outstanding and entitled to vote 
thereon and of each class or series of stock whose rights are adversely 
affected thereby. 


VOTED:    That notwithstanding any other provision thereof, the Charter, 
          Agreement of Association and Articles of Organization of the 
          Company be and hereby are amended to add thereto the following 
          provision to specify as a proper corporate power of the Company: 
          "The power, right and authority to do business, carry on its 
          operations, and have offices and exercise powers granted by 
          Massachusetts law in any jurisdiction within or outside the United 
          States." 


TO CHANGE the number of shares and the par value, if any, of each class of 
stock within the corporation fill in the following: 
The total presently authorized is: 
 
                NO PAR VALUE    WITH PAR VALUE
TYPE            NUMBER OF       NUMBER OF         PAR
                SHARES          SHARES            VALUE 
 
COMMON 
 
PREFERRED


CHANGE the total to: 

                NO PAR VALUE    WITH PAR VALUE
TYPE            NUMBER OF       NUMBER OF         PAR
                SHARES          SHARES            VALUE 
 
COMMON 
 
PREFERRED
 
 
The foregoing amendment will become effective when these articles of 
amendment are filed in accordance with Chapter 164, Section 8B of the 
General Laws unless these articles specify, in accordance with the vote 
adopting the amendment, a later effective date not more than thirty days 
after such filing, in which event the amendment will become effective on 
such later date. 

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed 
our names this 24 day of October, in the year 1983. 

 
, Executive VicePresident 

/s/ 
 
, Clerk 
 
THE COMMONWEALTH OF MASSACHUSETTS 
ARTICLES OF AMENDMENT
 
(General Laws, Chapter 164, Section 8B) 
I hereby approve the within articles of amendment and, the filing fee in the 
amount of $ having been paid, said articles are deemed to have been filed 
with me this    day of    , 19. 
 
Secretary of the Commonwealth 
State House, Boston, Mass. 
TO BE FILLED IN BY CORPORATION 
 
Eric J. Krathwohl, Esq. 
Rich, May, Bilodeau & Flaherty 
294 Washington Street, Boston, MA  02108 
 


THE COMMONWEALTH OF MASSACHUSETTS 
Secretary of the Commonwealth 
ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108 
ARTICLES OF AMENDMENT     
GENERAL LAWS, CHAPTER 164, SECTION 8B 
 
This certificate must be submitted to the Secretary of the Commonwealth 
within sixty days after the date of the vote of stockholders adopting the 
amendment.  The fee for filing this certificate is prescribed by General 
Laws, Chapter 164, Section 33.  Make check payable to the Commonwealth of 
Massachusetts. 
 
 
We, Scott S. Robinson, Exec. Vice President, and Cheryl M. Clark, Clerk of 
The Berkshire Gas Company located at 115 Cheshire Road, Pittsfield, 
Massachusetts, 01201 do hereby certify that the following amendment to the  
Articles of Organization of the corporation was duly adopted at a meeting 
held on October 16, 1984, by a vote of: 

      387,922 shares of    Common Stock, out of 484,812 outstanding 
 
at least a majority of each class outstanding and entitled to vote thereon 
and of each class or series of stock whose rights are adversely affected 
thereby.*1 
 
*1For amendments adopted pursuant to Chapter 164, Section 8. 
 
VOTED:    that the Charter, Agreement of Association and Articles of 
          Organization of this Company be, and the same hereby are, amended 
          to increase the capital stock of the Company by creating an 
          additional 50,000 shares of the Company's Common Stock, $5 par 
          value, thereby increasing the number of authorized shares of said 
          Common Stock from 500,000 to 550,000 shares; such additional 
          50,000 shares to be issued and sold from time to time, subject to 
          the approval of the Massachusett Department of Public Utilities, 
          through the Company's Share Owner Dividend Reinvestment and Stock 
          Purchase Plan. 
 
TO CHANGE the number of shares and the par value, if any, of each class of 
stock within the corporation fill in the following: 
 
The total presently authorized is:

                   NO PAR VALUE    WITH PAR VALUE
      TYPE         NUMBER OF       NUMBER OF         PAR
                   SHARES          SHARES            VALUE
 
Common                             500,000           $  5 
Preferred 
(4.8%)                              15,000           $100 
(9.0%)                              10,000           $100 

 
CHANGE the total to:

                   NO PAR VALUE    WITH PAR VALUE 
TYPE               NUMBER OF       NUMBER OF         PAR
                   SHARES          SHARES            VALUE 

Common                             550,000           $  5 
Preferred 
(4.8)%                              15,000           $100 
(9.08)%                             10,000           $100 
 
 
THE COMMONWEALTH OF MASSACHUSETTS 
SECRETARY OF THE COMMONWEALTH 
ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108 
ARTICLES OF AMENDMENT 
GENERAL LAWS, CHAPTER 164, SECTION 8B 
 
This certificate must be submitted to the Secretary of the Commonwealth 
within sixty days after the date of the vote of stockholders adopting the 
amendment.  The fee for filing this certificate is prescribed by General 
Laws, Chapter 164, Section 33.  Make check payable to the Commonwealth of 
Massachusetts. 
 
We, Scott S. Robinson, Exec. Vice President, and Cheryl M. Clark, Clerk of 
The Berkshire Gas Company located at 115 Cheshire Road, Pittsfield, 
Massachusetts, 01201 do hereby certify that the following amendment to the 
articles of organization of the corporation was duly adopted at a meeting 
held on: October 16, 1984, by a vote of: 

      347,361 shares ofCommon Stock, out of 484,812 outstanding  
 
being at least two-thirds of each class outstanding and entitled to vote 
thereon and of each class or series of stock whose rights are adversely 
affected thereby: 
 
VOTED:    that the Charter, Agreement of Association and Articles of 
          Organization of the Company (the "Charter") be and hereby are 
          amended by adding the following provisions thereto: 

          The affirmative vote or consent of the holders of seventy-five 
          percent (75%) of the outstanding voting shares (as hereinafter 
          defined) of the Company shall be required for the adoption or 
          authorization of a business combination between the Company and an 
          other entity (as hereinafter defined); provided that the aforesaid 
          seventy-five (75%) voting requirement shall not be applicable to 
          the approval by the Company's shareholders of a business 
          combination authorized by a two-thirds vote of the Board of 
          Directors.

*for amendments adopted pursuant to Chapter 164, Section 8A. 

          As used in this amendment,(a) the term 'other entity' shall 
          include any corporation, trust, partnership, association, person 
          or other entity, and any other entity with which it or its 
          affiliate or associate (as defined below) has any agreement, 
          arrangement or understanding, directly or indirectly, for the 
          purpose of acquiring, holding, voting or disposing of stock in the 
          Company in any transaction or series of transactions not involving 
          a public offering of the Company's stock within the meaning of the 
          Securities Act of 1933, or which its 'affiliate' or 'associate' as 
          those terms are defined in Rule 12b-2 of the General Rules and 
          Regulations under the Securities and Exchange Act of 1934 as in 
          effect September 1, 1984, together with the successors and assigns 
          of such persons; (b) as other entity shall be deemed to be the 
          beneficial owner of any voting shares which such other entity has 
          the right to acquire pursuant to any agreement, or upon exercise 
          of conversion rights, warrants or options, or otherwise; (c) the 
          outstanding shares of any class of stock of the Company shall 
          include shares deemed owned through application of clause (b) 
          above but shall not include any other shares which may be issuable 
          pursuant to any agreement, or upon exercise of conversion rights, 
          warrants or options, or otherwise; (d) the term 'business 
          combination' shall include any merger or consolidation of the 
          Company with or into any other  entity; (e) the term 'voting 
          shares' shall mean shares of stock of the Company regularly 
          entitled to vote in elections of directors, otherwise than as the 
          result of a default in dividends or the occurrence of any other 
          contingency set forth in this Charter. 

          A two-thirds majority of the directors shall have the power and 
          duty to determine for the purpose of this amendment on the basis 
          of information known to them whether (a) an other entity is an 
          affiliate or associate (as defined above) of another, or (b) an 
          other entity. 

          No amendment to the Company's Charter shall amend, alter, change 
          or repeal any of the provisions, or the effect, of this amendment, 
          unless the amendment effecting such amendment, alteration, change 
          or repeal shall receive the affirmative vote or consent of the 
          holders of seventy-five (75%) of all outstanding voting shares of 
          the Company. 
 
VOTED:    that the Charter, Agreement of Association and Articles of 
          Organization of the Company (the 'Charter') be and hereby are 
          amended by adding the following provisions thereto: 

          The Board of Directors shall be divided into three classes, with 
          the term of office of one class expiring each year.  At the Annual 
          Meeting of Shareholders in 1984, three directors of the first 
          class shall be elected to hold office for a term expiring at the 
          1985 Annual Meeting, three directors of the second class shall be 
          elected to hold office for a term expiring at the 1986 Annual 
          Meeting and three directors of the third class shall be elected to 
          hold office  for a term expiring at the 1987 Annual Meeting.  
          Commencing with the Annual Meeting of Shareholders in 1985, each 
          class of directors whose term shall then expire shall be elected 
          to hold office for a three year term and until the election and 
          qualification of their respective successors in office.  In case 
          of any increase in the number of directors, the number of 
          directors in each class shall be as nearly equal as possible. 

          Newly created directorships resulting from any increase in the 
          authorized number of directors or any vacancies in the Board of 
          Directors resulting from death, resignation, retirement, 
          disqualification, removal from office or other cause shall be 
          filled solely by the Board of Directors, acting by not less than a 
          two-thirds vote of the directors then in office.  Any director so 
          chosen shall hold office until the next election of the class for 
          which such director shall have been chosen and until his successor 
          shall be elected and qualified.  No decrease in the number of 
          directors shall shorten the term of any incumbent director. 

          No amendment to the Company's Charter shall amend, alter, change 
          or repeal any of the provisions, or the effect, of this amendment, 
          unless the amendment effecting such amendment, alteration, change 
          or repeal shall receive the affirmative vote or consent of the 
          holders of seventy-five percent (75%) of all outstanding voting 
          shares of the Company.  Nothing contained in this amendment shall 
          in any way limit any other provision of the Charter of the By-Laws 
          of the Company or of any applicable law under which any class of 
          the Company's equity securities shall have the benefit of a higher 
          voting standard or be entitled to a separate class vote in 
          addition to any other vote required by this amendment. 
 
VOTED:    that the Charter, Agreement of Association and Articles of 
          Organization of the Company (the 'Charter') be and hereby are 
          amended by adding the following provisions thereto: 

          Nominations for the election of directors may be made by the Board 
          of Directors or by any shareholder entitled to vote for the 
          election of directors.  Such nominations shall be made by notice 
          in writing, delivered or mailed by first class United States mail, 
          postage prepaid, to the Clerk of the Company not less than 14 days 
          nor more than 50 days prior to any meeting of the shareholders 
          called for the election of directors. Notice of nominations which 
          are proposed by the Board of Directors shall be given by the 
          Chairman of the Board. 

          Each notice under the above paragraph shall set forth (i) the 
          name, age, business address and, if known, residence address of 
          each nominee proposed in such notice, (ii) the principal 
          occupation or employment of each such nominee and (iii) the number 
          of shares of stock of the Company which are beneficially owned by 
          each such nominee. 

          Notice for special meetings of shareholder must be given by the 
          Clerk and such notice shall be mailed or delivered at least 30 
          days prior to the meeting. 

          No amendment to the Company's Charter shall amend, alter, change 
          or repeal any of the provisions, or the effect, of this amendment, 
          unless the amendment effecting such amendment, alteration, change 
          or repeal shall receive the affirmative vote or consent of the 
          holders of seventy-five percent (75%) of all outstanding voting 
          shares of the Company. 

          Nothing contained in this amendment shall in any way limit any 
          other provision of the Charter, or of the By-Laws of the Company 
          or of any applicable law under which any class of the Company's 
          equity securities shall have the benefit of a higher voting 
          standard or be entitled to a separate class vote in addition to 
          any other vote required by this amendment. 

      The foregoing amendment will become effective when these articles of 
amendment are filed in accordance with Chapter 164, Section 8B of the 
General Laws unless these articles specify, in accordance with the vote 
adopting the amendment, a later effective date not more than thirty days 
after such filing, in which event the amendment will become effective on 
such later date. 
 
 
 
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY,  we have hereto 
signed our names this  Twenty-ninth day of  October, in the year 1984. 
 
                                        Exec. Vice President 
 
                                        /s/ 
                                        Clerk 


 
THE COMMONWEALTH OF MASSACHUSETTS 
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE 
MICHAEL JOSEPH CONNOLLY, SECRETARY                    FEDERAL IDENTIFICATION 
ONE ASHBURTON PLACE, BOSTON, MASS 02108                      NO.  04-1731220 

 
ARTICLES OF AMENDMENT 
General Laws, Chapter 164, Section 8B 
This certificate must be submitted to the Secretary of the Commonwealth 
within sixty days after the date of the vote of stockholders adopting the 
amendment.  The fee for filing this certificate is prescribed by General 
Laws, Chapter 164, Section 33.  Make check payable to the Commonwealth of 
Massachusetts. 

 
We,    Scott S. Robinson, President
      Cheryl M. Clark, Clerk of the BERKSHIRE GAS COMPANY located at 115 
Cheshire Road, Pittsfield, Massachusetts 01201 
do hereby certify that the following amendment to the articles of 
organization of the corporation was duly adopted at a meeting held on May 
21, 1986, by vote of
      414,864 shares of Common Stock out of 607,004 shares outstanding 
 
being at least a majority of each class outstanding and entitled to vote 
thereon. 
TO CHANGE the number of shares and the par value, if any, of each class of 
stock within the corporation fill in the following: 
 
The total presently authorized is:

                 NO PAR VALUE        WITH PAR VALUE      PAR 
KIND OF STOCK    NUMBER OF SHARES    NUMBER OF SHARES    VALUE 
 
Common                               800,000             $  5.00 
 
Preferred                              7,967             $100.00
                                       8,500             $100.00 
 
CHANGE the total to:

                 NO PAR VALUE        WITH PAR VALUE      PAR 
KIND OF STOCK    NUMBER OF SHARES    NUMBER OF SHARES    VALUE
 
Common                               1,600,000           $  2.50 
 
Preferred                                7,967           $100.00
                                         8,500           $100.00
 
THE COMMONWEALTH OF MASSACHUSETTS 
ARTICLES OF AMENDMENT 
(General Laws, Chapter 164, Section 8B) 

I hereby approve the within articles of amendment and, the filing fee in the 
amount of $75.00 having been paid, said articles are deemed to have been 
filed with me this    day of   ,19   . 
 
Michael J. Connolly 
Secretary of State 
To:  RICH, MAY, BILODEAU & FLAHERTY, P.C. 
ATTN. JAMES M. AVERY, ESQUIRE 
297 WASHINGTON  STREET 
BOSTON MA 02108 
(617) 482-1360



THE COMMONWEALTH OF MASSACHUSETTS 
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE 
MICHAEL JOSEPH CONNOLLY, SECRETARY                   FEDERAL IDENTIFICATION 
ONE ASHBURTON PLACE, BOSTON, MASS 02108                     NO.  04-1731220 
 
ARTICLES OF AMENDMENT 
General Laws, Chapter 164, Section 8B 
This certificate must be submitted to the Secretary of the Commonwealth 
within sixty days after the date of the vote of stockholders adopting the 
amendment.  The fee for filing this certificate is prescribed by General 
Laws, Chapter 164, Section 33.  Make check payable to the Commonwealth of 
Massachusetts. 
 
We,    Scott S. Robinson, President
      Cheryl M. Clark, Clerk of the BERKSHIRE GAS COMPANY located at 115 
Cheshire Road, Pittsfield, Massachusetts 01201  on this 14th day of July 
1986. 
 
VOTED:      That the Charter, Agreement of Association and Articles of 
            Organization of the Company be and hereby are amended so that 
            the total number of shares and the par value per share of Common 
            Stock of the company authorized for issuance shall be changed 
            from 800,000 shares, $5.00 par value per share, to 1,600,000 
            shares, $2.50 par value per share, subject to the obtaining of 
            requisite approval and authorization of the Department of Public 
            Utilities of the Commonwealth of Massachusetts; and: 

FURTHER 
VOTED:      That each share of Common Stock of the par value of $5.00 
            currently issued and outstanding or authorized for issuance but 
            unissued shall be and, on the effective date of the aforesaid 
            Amendment, hereby is reclassified and changed into two shares of 
            Common Stock of the par value of $2.50 per share; and 
 
FURTHER 
VOTED:      That the aforesaid change of par value and the proposed two-for-
            one shall be effective at the close of business on August 1, 
            1986, or such other date as may be fixed  by the Board of 
            Directors, subject to the obtaining of all requisite regulatory 
            authorizations, and the Board of Directors is authorized and 
            empowered to do such things and to take such action as may be 
            necessary or appropriate to give effect to the foregoing votes. 
 
The foregoing amendment will become effective in accordance with the vote 
adopting the amendment.
 
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed 
our names this 14th day of July , 1986.mj


/s/



THE COMMONWEALTH OF MASSACHUSETTS
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
MICHAEL JOSEPH CONNOLLY, SECRETARY
STATE HOUSE, BOSTON, MASSACHUSETTS 02133
ARTICLES OF AMENDMENT                                FEDERAL IDENTIFICATION
GENERAL LAWS, CHAPTER 164, SECTION 33                        No. 04-1731220

This certificate must be submitted to the Secretary of the Commonwealth 
within sixty days after the date of the vote of stockholders adopting the 
amendment.  The fee for filing this certificate is prescribed by General 
Laws, Chapter 164, Section 8B.  Make check payable to the Commonwealth of 
Massachusetts.

We, Scott S. Robinson, President, and Cheryl M. Clark, Clerk of The 
Berkshire Gas Company located at 115 Cheshire Road, Pittsfield, 
Massachusetts, 01201 do hereby certify that these ARTICLES OF AMENDMENT 
affecting Articles NUMBERED:
of the Articles of Organization were duly adopted at a meeting held on 
October 28, 1987, by a vote of:

     908,281 *   shares of    Common Stock, out of 1,249,167 outstanding.
     912,500 **  shares of    Common Stock, out of 1,249,167 outstanding.

being at least a majority of each type, class or series outstanding and 
entitled to vote.

     *  Common Stock Authorization
     ** Elimination of Personal Liability of Directors
        (See page 3)

TO CHANGE the number of shares and the par value, if any of each class of 
stock within the corporation fill in the following:

The total presently authorized is:

            NO PAR VALUE                WITH PAR VALUE
TYPE        NUMBER OF               NUMBER OF         PAR
            SHARES                  SHARES            VALUE

Common                              1,600,000        $  2.50

Preferred                              15,000 4.8%   $100.00
                                       10,000 9.0%   $100.00

CHANGE the total to:

            NO PAR VALUE                WITH PAR VALUE
TYPE        NUMBER OF               NUMBER OF        PAR
            SHARES                  SHARES           VALUE

Common                              2,100,000        $  2.50

Preferred                              15,000 4.8%   $100.00
                                       10,000 9.0%   $100.00

VOTED:    That the Charter, Agreement of Association and Articles
          of Organization of this Company be, and the same hereby 
  *       are, amended to increase the authorized capital stock
          of the Company by creating an additional 500,000 shares
          of the Company's Common Stock, $2.50 par value, thereby
          increasing the number of authorized shares of said
          Common stock from 1,600,000 to 2,100,000 shares, such
          shares to be issued as authorized by the Board of
          Directors for proper corporate purposes, subject to the
          requisite approval of the Massachusetts Department of
          Public Utilities; and

FURTHER
VOTED:    That all shares of Common Stock, $2.50 par value, that
          were previously authorized for issuance to a Tax Credit 
  *       and Employees Stock Ownership Plan and Trust and that
          remain unissued be, and hereby are, authorized for
          issuance from time to time for any other purpose deemed
          appropriate by the Board of Directors, subject to the
          obtaining of requisite approval and authorized of the
          Massachusetts Department of Public Utilities; and

FURTHER
VOTED:    That the Articles of Organization of the Company be and
          hereby are amended to provide that, to the fullest
          extent that the General Laws of the Commonwealth of 
  **      Massachusetts as they exist on the date hereof, or as
          they may hereafter be amended, permit the limitation or
          elimination of the liability of directors, no director
          of this Company shall be personally liable to this
          Company or its shareholders for monetary damages for
          breach of fiduciary duty, notwithstanding any provision
          of the law imposing such liability.  No amendment to or
          have any effect on the liability or alleged liability
          of any director of this Company for or with respect to
          any acts or omissions of such director occurring prior
          to such amendment or repeal.

      The foregoing amendment will become effective when these articles of 
amendment are filed in accordance with Chapter 164, Section 8B of the 
General Laws.

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have
hereto signed our names this twenty-eighth day of October, in the
year 1987

THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 164, Section 8B)

      I hereby approve the within articles of amendment and, the filing fee 
in the amount of $775.00 having been paid, said articles are deemed to have 
been filed with me this 16th day of November, 1987.

      MICHAEL JOSEPH CONNOLLY

TO BE FILLED IN BY CORPORATION
PHOTO COPY OF AMENDMENT TO BE SENT

TO:   Rich, May, Bilodeau & Flaherty, P.C.
      Attn.:  James M. Avery, Esquire
      294 Washington Street
      Boston, MA. 02108
Telephone  617-482-1360




THE COMMONWEALTH OF MASSACHUSETTS 
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE 
MICHAEL J. CONNOLLY, Secretary 
ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108 
ARTICLES OF AMENDMENT                                  FEDERAL IDENTIFICATION 
General Laws, Chapter 164, Section 8A                         NO.  04-1731220 
 
We, Scott S. Robinson, President and Cheryl M. Clark, Clerk of The 
Berkshire Gas Company located at 115 Cheshire Road, Pittsfield, 
Massachusetts 01201 do hereby certify that these ARTICLES OF AMENDMENT of 
the Articles of Organization were duty adopted at a meeting held on 
June 2, 1992, by vote of: 
 
      1,151,275 shares of Common Stock out of 1,693,580 shares 
outstanding, 
      4,127 shares of 4.80% Preferred Stock out of 5,614 shares 
outstanding, and 
      5,500 shares of 9.0% Preferred Stock out of 5,500 shares 
outstanding, 
 
being at least two-thirds of each type, class or series outstanding and 
entitled to vote thereon and of each type, class or series of stock whose 
rights are adversely affected thereby:-2 
 
 
 
 
 
C 
P 
M 
R.A. 
 
1  For amendments adopted pursuant to Chapter 164, Section 8. 
2  For amendments adopted pursuant to Chapter 184, Section 8A. 
 
Note: If the space provided under any Amendment or item on this form is 
insuffiecient, additions shall be set forth on separate 8 1/2 x 11 sheets 
of paper leaving a left-hand margin of at least  1 inch for binding.  
Additions to more than one Amendment may be continued on a single sheet so 
long as each Amendment requiring each such addition is clearly indicated.  
 
 
To CHANGE the number of shares and the par value (if any) of any type, 
class or series of stock which the corporation is authorized to issue, 
fill in the following: 
 
The total presently authorized is: 
 
 
WITHOUT PAR VALUE STOCKS 
 
TYPE            NUMBER OF SHARES 
 
COMMON: 
 
PREFERRED: 
 
 
WITH PAR VALUE STOCKS 
 
TYPE            NUMBER OF SHARES      PAR VALUE 
 
COMMON:         2,100,000             $2.50 
 
PREFERRED:         15,000   4.80%     $100.00 
                   10,000   9.0%      $100.00 
 
 
CHANGE the total authorized to: 
 
WITHOUT PAR VALUE STOCKS 
 
TYPE            NUMBER OF SHARES 
 
COMMON: 
 
PREFERRED: 
 
 
WITH PAR VALUE STOCKS 
 
TYPE            NUMBER OF SHARES      PAR VALUE 
 
COMMON:         2,100,000   $2.50

PREFERRED:         15,000    4.80%    $100.00 
                   10,000    9.0%     $100.00 
                   80,000    8.4%     $100.00 
 
 
THE BERKSHIRE GAS COMPANY 
 
STATEMENT OF THE DESIGNATIONS, PREFERENCES AND VOTING 
POWERS OR RESTRICTIONS OR QUALIFICATIONS OF THE 
CLASS B CUMULATIVE PREFERRED STOCK OF THE COMPANY 
 
 
      The capital stock of the Company shall include, in addition to the 
common stock heretofore authorized, 105,000 shares of Cumulative Preferred 
Stock, of the par value of $100 per share, with the following 
designations, preferences, voting powers, restrictions and qualifications: 
 
Section I. 
 
Provisions Applicable to All Shares of Cumulative Preferred Stock 
 
      (a)  All shares of Cumulative Preferred Stock shall be of equal rank 
with each other, regardless of class or series, and shall be identical 
with each other in all respects except as otherwise provided herein; and 
the shares of Cumulative Preferred Stock of any one class or series shall 
be identical with each other in all respects. 
 
      (b)  In case the stated dividends on each class or series of 
Cumulative Preferred Stock are not paid in full, the shares of each class 
or series of Cumulative Preferred Stock shall share ratably in the payment 
of dividends, including accumulations thereof, if any, in accordance with 
the sums which would by payable on such shares if all dividends were 
declared and paid in full. 
 
      (c)  The Cumulative Preferred Stock of each class or series shall be 
preferred as to assets over the Common Stock, so that the holders of each 
class or series of Cumulative Preferred Stock shall be entitled to have 
set apart for them or to be paid out of the assets of the Company, before 
any distribution is made to or set apart for the holders of Common Stock, 
and amount in cash equal to and in no event more than (1) in the event of 
any voluntary liquidation, dissolution or winding up of the Company, the 
redemption price of such class or series of the Cumulative Preferred Stock 
which would have been in effect at the time of the distribution or payment 
date if there had been no such liquidation, dissolution or winding up of 
the Company, or (2) in the event of involuntary liquidation, dissolution 
or winding up of the Company, the sum of $100 per share, plus each case an 
amount equal to all dividends accrued and unpaid to the date of such 
liquidation, dissolution or winding up, whether or not earned or declared. 
 
      If upon any liquidation, dissolution or winding up of the Company, 
the assets of the Company available for distribution to its stockholders 
shall be insufficient to permit the distribution in full of the amount 
receivable by the holders of each class or series of the Cumulative 
Preferred Stock, then all such assets of the Company shall be distributed 
ratably among the holders of each class or series of the Cumulative 
Preferred Stock in proportion to the amounts which such holders would be 
entitled to receive if such assets were sufficient to permit distribution 
in full as aforesaid. 
 
      In the event of any liquidation, dissolution or winding-up of the 
Company, all assets and funds of the Company remaining after paying or 
providing for the payment of all creditors of the Company and after paying 
or providing for the payment to the holders of shares of each class or 
series of the Cumulative Preferred Stock of the full distribution amounts 
to which such holders are respectively entitled, as herein provided, shall 
be divided amount and paid to the holders of the Common Stock according to 
their respective shares. 
 
      Neither the consolidation nor merger of the Company with or into any 
other corporation or corporations, not the sale or transfer by the Company 
of all or any part of its assets shall in and of itself be deemed to be a 
liquidation, dissolution or winding up of the Company for the purposes of 
this paragraph (c). 
 
      (d)  No holder of shares of Cumulative Preferred Stock of any class 
or series shall be entitled as such as a matter of right to subscribe for 
or purchase any part of any new or additional issue of any stock of any 
class, series or kind whatsoever, or securities convertible into stock of 
any class, series or kind whatsoever, whether now or hereafter authorized, 
and whether issued for cash, property, services, by way of dividends, or 
otherwise. 
 
      (e)  (A)  At all meetings of the stockholders of the Company, the 
holders of shares of Cumulative Preferred Stock of any class or series 
shall have no right to vote and shall not be entitled to notice of any 
meeting of the stockholders of the Company or to participate in any such 
meeting except as herein otherwise expressly provided and except for those 
purposes, if any, for which said rights cannot be denied or waived under 
some mandatory provision of law which shall be controlling. 
 
           (B)  If and when dividends payable on any shares of Cumulative 
Preferred Stock of any class or series shall be in default in an amount 
equivalent to or exceeding four (4) quarterly dividends (whether 
consecutive or not), the holders of the shares of all classes of the 
Cumulative Preferred Stock, voting separately as a class, shall be 
entitled to elect the smallest number of directors necessary to constitute 
a majority of the full Board of Directors, and the holders of the shares 
of the Common Stock, voting separately as a class, shall be entitled to 
elect the remaining directors of the Company, anything herein or in the 
By-Laws to the contrary notwithstanding.  The terms of office of all 
persons who may be directors of the Company at the time shall terminate 
upon the election of one or more directors by the holders of the shares of 
the Cumulative Preferred Stock whether or not the holders of the shares of 
the Common Stock shall then have elected the remaining directors of the 
Company. 
 
           (C)  If and when all dividends then in default on the shares of 
the Cumulative Preferred Stock of all classes or series then outstanding 
shall be paid (and such dividends shall be declared and paid out of any 
funds legally available therefor as soon as reasonably practicable) and 
the full dividends on each class or series of the Cumulative Preferred 
Stock for the then current quarterly dividend period shall have been 
declared or paid or set apart for payment, the holders of the shares of 
all classes of Cumulative Preferred Stock shall be divested of all voting 
rights with respect to the election of directors provided in sub-paragraph 
(B) of this paragraph (e), and the voting power of the holders of the 
shares of all classes of Cumulative Preferred Stock and the holders of the 
shares of the Common Stock shall revert to the status existing before the 
first dividend payment on which dividends on the shares of all classes or 
series of Cumulative Preferred Stock were not paid in full; but always 
subject to the same provisions vesting such voting rights in the holders 
of the shares of all classes of Cumulative Preferred Stock in case of 
further like default or defaults on dividends thereon, as provided in 
subparagraph (B) of this paragraph (e).  Upon the termination of any such 
may have been elected directors of the Company by vote of the holders of 
the shares of all classes of Cumulative Preferred Stock as a class, 
pursuant to such voting rights, shall forthwith terminate and the 
resulting vacancies shall be filled by the vote of a majority of the 
remaining directors. 
 
      Any director who shall have been elected by the holders of all 
classes of Cumulative Preferred Stock or by any directors so elected as 
herein provided may be removed during such director's aforesaid term of 
office, either for or without cause, by, and only by, the affirmative 
votes of the holders of record of a majority of the outstanding shares of 
all classes of Cumulative Preferred Stock given at a special meeting of 
such stockholders called for the purpose, and any vacancy thereby created 
may be filled by the holders of such stock represented at such meeting. 
 
           (D)  In the case of any vacancy int he office of a director 
occurring among the directors elected by the holders of the shares of all 
classes of Cumulative Preferred Stock, as a class, pursuant to the 
foregoing provisions of subparagraph (B) of this paragraph (e), the 
remaining directors elected by the holders of the shares of all classes of 
Cumulative Preferred Stock, by affirmative vote of a majority thereof, or 
the remaining director so elected if there by but one, may, subject to the 
provisions of subparagraph (c) of this paragraph (e), elect a successor or 
successors to hold office for the unexpired terms of the director or 
directors whose place or places shall be vacant.  Likewise, in case of any 
vacancy in the office of a director occurring among the directors elected 
by the holders of the shares of the Common Stock pursuant to the foregoing 
provisions of subparagraph (D) of this paragraph (e), the remaining 
directors elected by the holders of the Common Stock, by affirmative vote 
of majority thereof or the remaining director so elected if there be but 
one, may elect a successor or successors to hold office for the unexpired 
if there be but one, may elect a successor or successors to hold office 
for the unexpired term of the director or directors whose place or places 
shall be vacant. 
 
           (E)  Whenever under the provisions of subparagraph (B) of this 
paragraph (e), the right shall have accrued to the holders of the shares 
of all classes of Cumulative Preferred Stock to elect directors, the Board 
of Directors shall, within ten (10) days after the delivery to the company 
at its principal office of a request to such effect by any holder of 
shares of any class or series of Cumulative Preferred Stock entitled to 
vote, call a special meeting of the stockholders, to be held on 20 days' 
notice.  If such meeting shall not be so called within such ten-day 
period, the holders of record of at least 10% in amount of any class or 
series of Cumulative Preferred Stock then outstanding, may designate in 
writing one of their number to call such meeting and the same may be 
called at the expense of the Company by such persons so designated, upon 
20 days' notice.  Any holder of any class or series of Cumulative 
Preferred Stock so designated shall have access to the stock books of the 
Company for the purpose of causing a meeting of stockholders to be called 
pursuant to these provisions.  At all meetings of stockholders held for 
the purpose of electing directors during such time as the holders of the 
shares of all classes of Cumulative Preferred Stock shall have the special 
right, voting separately as a class, to elect directors pursuant to 
subparagraph (B) of this paragraph (e), the presence, in person or by 
proxy, of the holders of a majority of the outstanding shares of each 
class of stock (i.e. Cumulative Preferred Stock and Common Stock) shall be 
required to constitute a quorum of such class for the election of 
directors; provided, however, that the absence of a quorum of the holders 
of stock of either such class shall not prevent the election at any such 
meeting or adjournment thereof of directors by the other such class if the 
necessary quorum of the holders of such stock is present in person or by 
proxy at such meeting; and provided further that in the event such a 
quorum of the holders of the shares of the Common Stock is present but 
such a quorum of the holders of the shares of all classes of Cumulative 
Preferred Stock is not present then the election of the directors elected 
by the holders of the shares of the Common Stock shall bot be effective 
and the directors so elected by the holders of the shares of the Common 
Stock shall not assume their offices and duties until the holders of the 
shares of all classes of Cumulative Preferred Stock, with such a quorum 
present, shall have elected the directors they shall be entitled to elect; 
and provided further, however, that in the absence of a quorum of the 
holders of stock of either such class, a majority of those holders of the 
stock of such class who are present in person or by proxy shall have power 
to adjourn the lection of the directors to be elected by such class from 
time to time without notice other than announcement at the meeting until 
the requisite amount of holders of such class shall be present in person 
or by proxy, but such adjournment shall bot be made to a date beyond the 
date for the mailing of notice for the next annual meeting of the Company 
or a special meeting in lieu thereof.  Notwithstanding the foregoing, to 
the extent permitted by law the holders of the shares of all classes of 
Cumulative Preferred Stock, by unanimous written consent, may elect such 
number of directors as they shall be entitled to elect under the 
provisions of subparagraph (B) of this paragraph (e), without the 
necessity of a meeting or the observance of the aforesaid notice 
provisions. 
 
           (F)  Except as otherwise required by the laws applicable to the 
Company and subject to the right of the Cumulative Preferred Stock of all 
classes or series (i) to vote in certain events as hereinbefore set forth 
in this paragraph (e) and (ii) not to have certain corporate action taken 
without the consent of the holders thereof as set forth herein, the Common 
Stock shall have the exclusive voting rights for the election of directors 
and for all other purposes.  The Company shall have no voting rights with 
respect to shares of Cumulative Preferred Stock of all classes or series 
held in the treasury of the Company. 
 
 
Section II. 
 
Provisions Applicable to All Shares of Class B 
Cumulative Preferred Stock, Series 8.4% 
 
      (a)  80,000 shares of the Cumulative Preferred Stock shall be and 
are designated as "Class B Cumulative Preferred Stock, Series 8.4%". 
 
      (b)  The holders of shares of Class B Cumulative Preferred Stock, 
Series 8.4% shall be entitled to receive cash dividends at the rate of 
8.4% per annum of the par value of $100 per share, or $8.40 per share per 
annum, payable quarterly on the 15th days of January, April, July, and 
October in each year. 
 
      (c)  The aforesaid dividends shall accrue from the date of original 
issue and shall be cumulative so that if dividends in respect of any 
quarterly dividend period at the rate of $8.40 per annum shall not have 
been paid upon or declared and set apart for the Class B Cumulative 
Preferred Stock, Series 8.4%, the deficiency shall be fully paid or 
declared and set apart before any dividend shall be paid upon or declared 
or set apart for the Common Stock.  Dividends on the Class B Cumulative 
Preferred Stock, Series 8.4% shall be deemed to accrue from day to day. 
 
      (d)  The Company, by action of its Board of Directors, may redeem 
the whole or any part of the Class B Cumulative Preferred Stock, Series 
8.4% at any time or from time to time on or after May 30, 2002, at the 
following redemption prices: 
 
      $105.10 per share if redeemed on or after May 30, 2002 but prior to 
May 30, 2003; 
      $104.76 per share if redeemed on or after May 30, 2003 but prior to 
May 30, 2004; 
      $104.42 per share if redeemed on or after May 30, 2004 but prior to 
May 30, 2005; 
      $104.08 per share if redeemed on or after May 30, 2005 but prior to 
May 30, 2006; 
      $103.74 per share if redeemed on or after May 30, 2006 but prior to 
May 30, 2007; 
      $103.40 per share if redeemed on or after May 30, 2007 but prior to 
May 30, 2008; 
      $103.60 per share if redeemed on or after May 30, 2008 but prior to 
May 30, 2009; 
      $102.72 per share if redeemed on or after May 30, 2009 but prior to 
May 30, 2010; 
      $102.38 per share if redeemed on or after May 30, 2010 but prior to 
May 30, 2011; 
      $102.04 per share if redeemed on or after May 30, 2011 but prior to 
May 30, 2012; 
      $101.70 per share if redeemed on or after May 30, 2012 but prior to 
May 30, 2013; 
      $101.36 per share if redeemed on or after May 30, 2013 but prior to 
May 30, 2014; 
      $101.02 per share if redeemed on or after May 30, 2014 but prior to 
May 30, 2015; 
      $100.68 per share if redeemed on or after May 30, 2015 but prior to 
May 30, 2016; 
      $100.34 per share if redeemed on or after May 30, 2016 but prior to 
May 30, 2017; 
      $100.00 per share if redeemed on or after May 30, 2017 and 
thereafter; 
 
together with, in each case, an amount equal to all accrued and unpaid 
dividends thereon to the date fixed for redemption, whether or not earned 
or declared. 
 
      If fewer than all of the outstanding shares of the Class B 
Cumulative Preferred Stock, Series 8.4% are to be redeemed, the aggregate 
number of shares so to be redeemed shall be selected by the Board of 
Directors on a pro rata basis, as fat as practicable, among all holders of 
such stock.  Notice of redemption shall be given as provided in paragraph 
(f), below. 
 
      (e)  (A)  The Company covenants to prepay, on May 30th in each 
calendar year connecting in the year 2003 (each such May 30th being a 
"Mandatory Prepayment Date") through and including the year 2017, 5,334 
shares (or such lesser number of shares as may then be outstanding) of 
Class B Cumulative Preferred Stock, Series 8.4% at par value, plus all 
accrued and unpaid dividends thereon to the Mandatory Prepayment Date(the 
"Mandatory Prepayment Price").  In the event that there is more than one 
holder of the Class B Cumulative Preferred Stock, Series 8.4% on the 
Mandatory Prepayment Date in any given year, the shares to be prepaid 
shall be selected by the Board of Directors on a pro rata basis, as fat as 
practicable, among all holders of the Class B Cumulative Preferred Stock, 
Series 8.4%.  Notice of mandatory prepayment shall be given as provided in 
paragraph (f), below.  The foregoing annual obligation (the "Annual 
Prepayment Obligation") shall be cumulative (but without interest), so 
that if for any reason the Company shall bot have satisfied its full 
Annual Prepayment Obligation in any calendar year, then any deficiency 
shall be added to the Annual Prepayment Obligation for the next succeeding 
calendar year.  The holders of Class B Cumulative Preferred Stock, Series 
8.4% shall not have the right to compel the Company to make any mandatory 
prepayment in the event that the Company shall not have funds legally 
available therefor; provided, however, that in such case the obligation to 
make such mandatory prepayment shall be fulfilled by the Company as soon 
as practicable after such funds become legally available.  Until every 
deficiency in the Annual Prepayment Obligation shall have been paid in 
full, the holders of the Class B Cumulative Preferred Stock, Series 8.4% 
shall share ratably with the holders of any other stock ranking on a 
parity with the Class B Cumulative Preferred Stock, Series 8.4% as to 
liquidation rights or dividends in the payment of funds in satisfaction of 
any required redemption, prepayment or other obligation with respect to 
such stock. 
 
           (B)  Provided that the Company shall have satisfied the Annual 
Prepayment Obligation for all past years and for the current year, the 
Company may, at its option, on May 30th in each calendar year commencing 
in the year 2003 (each such May 30th being an "Optional Prepayment Sate"), 
prepay 1,200 shares (or such lesser number of shares as may then be 
outstanding) of Class B Cumulative Preferred Stock, Series 8.4% at par 
value, plus all accrued and unpaid dividends thereon to the Optional 
Prepayment Date (the "Optional Prepayment Price").  In the event that 
there is more than one holder of the Class B Cumulative Preferred Stock, 
Series 8.4% on the Optional Prepayment Date in any given year, the shares 
to be prepaid shall be selected by the Board of Directors on a pro rata 
basis, as far as practicable, among all holders of the Class B Cumulative 
Preferred Stock, Series 8.4%.  Notice of optional prepayment shall be 
given as provided in paragraph (f), below.  Such Company, for any reason, 
to redeem 1,200 shares of Class B Cumulative Preferred Stock, Series 8.4% 
pursuant to this subparagraph (e)(B) in any year shall not increase the 
number of shares redeemable pursuant to this subparagraph (e)(B) in any 
subsequent year. 
 
      (f)  Not more than 60 nor less than 30 days prior to the date fixed 
for redemption or prepayment, notice thereof shall be mailed to the 
holders of record of the shares to be redeemed or prepaid at such holders' 
respective addresses as the same shall appear on the books of the Company. 
 
      The notice shall state the date fixed for redemption or prepayment, 
the applicable redemption or prepayment price and amount of all accrued 
dividends payable to the date of redemption or prepayment, and the number 
of shares to be redeemed or prepaid.  Such notice shall call upon each 
stockholder to whom such notice is addressed to surrender to the Company 
on the date fixed for redemption or prepayment, at the place designated in 
such notice, such stockholder's certificates representing the shares to be 
redeemed or prepaid. 
 
      Notwithstanding the foregoing provisions of this paragraph (f), the 
Company may enter into a written agreement with any holder of shares of 
Class B Cumulative Preferred Stock, Series 8.4% providing for (i) special 
payment instructions regarding the payment by the Company to such holder 
with respect to any such redemption or prepayment, including the wiring of 
such payment as directed by such holder ,and (ii) the payment for shares 
being partially redeemed or prepaid without requiring the surrender bu 
such holder for cancellation of the certificate evidencing the shares 
being redeemed or prepaid; provided, that such holder agrees that it will 
not sell, transfer or otherwise dispose of any such certificate without 
making notations on the certificate as to the shares evidenced thereby 
which have been redeemed or prepaid, as the case may be.  If the Company 
shall enter into any such agreement, the aforesaid notice shall be 
modified to reflect the provisions of such written agreement. 
 
      On or after the date fixed for redemption or prepayment, each holder 
of shares of Class B Cumulative Preferred Stock, Series 8.4% so called for 
redemption or prepayment shall present and surrender such holder's 
certificate or certificates for such shares to the Company at the place 
designated in the foregoing written notice and thereupon the redemption or 
prepayment price of foregoing written notice and thereupon the redemption 
or prepayment price of such shares together with the amount of accrued 
dividends thereon payable on the date fixed for redemption or prepayment 
shall be paid to or on the order of the person whose name appears on the 
certificate or certificates as the owner thereof.  In case fewer than all 
of the shares represented by any such certificate are redeemed or prepaid, 
a new certificate shall be issued representing the remaining shares.  If 
notice of redemption or prepayment shall have been duly given as 
hereinbefore provided, and if on or before the dated fixed for redemption 
or prepayment all funds necessary for such redemption or prepayment shall 
have been set aside by the Company, separate and apart from its other 
funds, in trust for the amount of the holders of the shares to be redeemed 
or prepaid, so as to be and continue to be available therefor, then, 
notwithstanding that any certificate for such shares so called for 
redemption or prepayment shall not have been surrendered for cancellation, 
from and after the date fixed for redemption or prepayment, the shares 
represented thereby shall no longer be deemed to be outstanding, the right 
to receive dividends thereon shall cease to accrue and all rights with 
respect to such shares so called for redemption or prepayment shall cease 
and terminate, except only the right of the holders thereof to receive, 
out of the funds so set aside in trust, the amount payable upon redemption 
or prepayment thereof, without interest. 
 
      (g)  So long as any shares of the Class B Cumulative Preferred 
Stock, Series 8.4% are outstanding, the Company shall not pay or declare 
and set apart for payment any dividend (other than dividends payable in 
stock junior to the Class B Cumulative Preferred Stock, Series 8.4% with 
respect to liquidation rights and dividends), or make any other 
distribution on, or purchase, redeem, prepay, retire, or otherwise acquire 
for consideration, or set aside any funds for any such acquisition of, any 
such shares of capital stock ranking junior to the Class B Cumulative 
Preferred Stock, Series 8.4% unless and until:  (A)  full dividends on the 
shares of the Class B Cumulative Preferred Stock, Series 8.4% at the time 
outstanding for all past quarterly dividend periods and for the current 
quarterly dividend period shall have been paid or declared and set apart 
for payment, (B) the Company shall not be in default in respect of the 
Annual Prepayment Obligation or any other obligation with respect to any 
voluntary or optional redemption of the Class B Cumulative Preferred 
Stock, Series 8.4% and (c) after such action the amount of the capital of 
the Company represented by (i) the then outstanding capital stock of the 
Company ranking junior to the Class B Cumulative Preferred Stock, Series 
8.4% as to liquidation rights and dividends, (ii) the premium on the 
Company's capital stock and (iii) the Company's surplus (including 
retained earnings), would be equal to or greater than twice the aggregate 
par value of all outstanding shares of Class B Cumulative Preferred Stock, 
Series 8.4% and all shares of any stock ranking prior to or on a parity 
with the Class B Cumulative Preferred Stock, Series 8.4% as to liquidation 
rights or dividends.  Unless otherwise indicated, the terms "capital", 
"surplus" and "premium on capital stock", as used herein, shall have the 
meanings ascribed to them in accordance with generally accepted accounting 
principles.  Subject to the foregoing, this paragraph (g) shall not 
otherwise prevent the Company from declaring or paying out of funds 
legally available therefor such dividends on the Common Stock as may be 
determined by the Board of Directors. 
 
      (h)  (A)  So long as any shares of the Class B Cumulative Preferred 
Stock, Series 8.4% are outstanding, the Company shall not without the 
consent (given in person or by proxy at a meeting duly called and held for 
that purpose) of the holders of at least two-thirds of the total number of 
shares of Class B Cumulative Preferred Stock, Series 8.4% then 
outstanding: 
 
           (a)  amend, alter, change or repeal any of the rights, 
      privileges, powers, terms and conditions of the Class B Cumulative 
      Preferred Stock, Series 8.4% in any manner that would adversely 
      affect any of the rights of the holders thereof; or 
 
           (b)  sell, lease, transfer or convey all or the greater part 
      of the Company's property or business (provided, however, that his 
      subparagraph (h)(A)(b) shall not be construed to require the consent
      of the holders of the Class B Cumulative Preferred Stock, Series 8.4% 
      for the issuance of additional bonds under the Company's First 
      Mortgage Indenture and Deed of Trust, dated as of July 1, 1954, as 
      amended); or 
 
           (c)  merge or consolidate with or into another corporation in 
      such manner that the Company does not survive as a continuing entity,
      if thereby the rights, privileges, preferences, powers, terms or 
      conditions of the Class B Cumulative Preferred Stock, Series 8.4% 
      would be adversely affected; or 
 
           (d)  create, authorize or increase the total authorized amount 
      of any class or series of stock ranking prior to the Class B 
      Cumulative Preferred Stock, Series 8.4% as to assets or dividends, 
      or create, authorize or increase the total authorized amount of any 
      security or right convertible into, or evidencing the right to 
      purchase, shares of any such stock. 
 
      (B)  So long as any shares of the Class B Cumulative Preferred 
Stock, Series 8.4% are outstanding, the Company shall not, without the 
consent (given in person or by proxy at a meeting duly called and held for 
that purpose) of the holders of a majority of the total number of shares 
of Class B Cumulative Preferred Stock, Series 8.4% then outstanding: 
 
           (a)  create or authorize any stock ranking on a parity with or 
      junior to (except for common stock) Class B Cumulative Preferred 
      Stock, Series 8.4%, as to assets or dividends, or create or authorize
      any security or right convertible into, or evidencing the right to 
      purchase, shares of any such stock; or 
 
           (b)  issue or sell any shares of any stock ranking on a parity 
      with or junior to (except for common stock) the Class B Cumulative 
      Preferred Stock, Series 8.4% as to assets or dividends, or any 
      security or right convertible into, or evidencing the right to 
      purchase, shares of any such stock; 
 
unless, after giving effect to such proposed issue or sale, (i) the net 
earnings of the Company available for interest and dividends, determined 
in accordance with generally accepted accounting principles after all 
taxes and after provision for depreciation and amortization at least equal 
to the "minimum provisions for depreciation" as hereinafter defined, for 
twelve (12) consecutive calendar months out of the eighteen (18) months 
immediately preceding shall be at least one and one-quarter (1-1/4) times 
the sum of (x) the aggregate annual interest requirements on all "long-
term indebtedness", as hereinafter defined, of the Company then 
outstanding and (y) the aggregate annual dividend requirements on all 
shares of Class B Cumulative Preferred Stock, Series 8.4% and all shares 
of any stock ranking prior to or on a parity with the Class B Cumulative 
Preferred Stock, Series 8.4%, to be outstanding; and (ii) the Company's 
net earnings available for dividends, determined in accordance with 
generally accepted accounting principles after all taxes and after 
provision for depreciation and amortization at least equal to the "minimum 
provision for depreciation", as hereinafter defined, for twelve (12) 
consecutive calendar months out of the eighteen (18) months immediately 
preceding shall be at least one and three-fourths (1-3/4) times the 
aggregate annual dividend requirements on all shares of Class B Cumulative 
Preferred Stock, Series 8.4% and all shares of any stock ranking prior to 
or on a parity with the Class B Cumulative Preferred Stock, Series 8.4%, 
to be outstanding; and (iii) the Company's capital represented by the then 
outstanding shares of its stock ranking junior to the Class B Cumulative 
Preferred Stock, Series 8.4%, plus the Company's surplus (including 
retained earnings) and any amounts carried as premium on capital stock, 
would be at least equal to the resulting aggregate par value of all shares 
of Class B Cumulative Preferred Stock, Series 8.4%, and all shares of any 
stock ranking prior to or on a parity with the Class B Cumulative 
Preferred Stock, Series 8.4% , that would be outstanding after giving 
effect to such proposed issue or sale. 
 
      The term "minimum provision for depreciation" as used herein shall 
mean, for any twelve months' period, an amount equal to 2% of the average 
gross depreciable plant property account of the Company during such 
period.  The term "long term indebtedness" as used herein shall mean all 
indebtedness which by its terms matures more than one year from the date 
as of which any calculation of long term indebtedness is made, and any 
indebtedness maturing within one year from such date which is renewable or 
extendible at the option of the obligor to a date beyond one year from 
such date.  The term "indebtedness" of the Company shall mean all 
liability of the Company for the repayment of borrowed money as of the 
date on which indebtedness is to be determined, including, without 
limitation, (a) all indebtedness secured by any mortgage, pledge, lien, 
security agreement, conditional sale or other title retention agreement or 
other charge or encumbrance existing on any property or asset owned or 
held by the Company subject thereto, whether or not the indebtedness 
secured thereby shall have been assumed, and (b) all indebtedness of 
others which the Company has directly guaranteed, endorsed (otherwise than 
for collection or deposit in the ordinary course of business), discounted 
with recourse or agreed (contingently or otherwise) to purchase or 
repurchase or otherwise acquire, or in respect of which the Company has 
agreed to supply or advance funds (whether by way of loan, stock, 
purchase, capital contribution or otherwise) or otherwise to become 
directly or indirectly liable. 
 
           (C)  So long as dividends shall be in arrears on the Class B 
Cumulative Preferred Stock, Series 8.4% outstanding, or the Company shall 
be in default with respect to any mandatory prepayment or obligation 
provided for in subparagraph (e)(A), above, the Company shall not, without 
the consent (given in person or by proxy at a meeting duly called and held 
for that purpose) of the holders of a majority of the total number or 
shares of the Class B Cumulative Preferred Stock, Series 8.4% then 
outstanding, purchase, offer to purchase, redeem, prepay, retire or 
otherwise acquire for a consideration, or set aside any funds for any such 
acquisition of, any shares of Class B Cumulative Preferred Stock, Series 
8.4%; provided, however, that any funds deposited in trust for the 
purchase or redemption in accordance with such terms, whether or not at 
the time of such application such arrearage or default is continuing under 
the provisions hereof. 
 
           (D)  A consent of the character referred to in subparagraphs 
(A), (B) or (C) Of this paragraph (h) shall also be deemed to be effective 
upon the consent in writing, without a meeting, of all the then 
outstanding shares of Class B Cumulative Preferred Stock, Series 8.4%. 
 
           (E)  The foregoing provisions as to vote or consent shall not 
apply if, in connection with any of the matters mentioned in subparagraphs 
(A), (B) or (C) above, provision is to be made for the redemption, 
prepayment or retirement of all of the outstanding Class B Cumulative 
Preferred Stock, Series 8.4%. 
 
           (F)  In the event of any voluntary liquidation, dissolution or 
winding up of the Company, the redemption price of the Class B Cumulative 
Preferred Stock, Series 8.4% shall be (i) if the liquidation, dissolution 
or winding up occurs at any time on or after May 30, 2002, a price per 
share equal to the redemption price set forth in Section II(d) for an 
optional redemption at that time, or (ii) if the liquidation, dissolution 
or winding up occurs on a date which is prior to May 30, 2003, a price per 
share equal to the sum of (A) $105.10 plus (B) an amount equal to $0.34 
multiplied by the number of full calendar years occurring during the 
period beginning with such date and ending on and including May 30, 2003. 
 
           (G)  For the purposes of paragraph (h), outstanding shares of 
the Class B Cumulative Preferred Stock, Series 8.4% shall not include 
shares held in the treasury of the Company. 
 
      (i)  All or any shares of the Class B Cumulative Preferred Stock, 
Series 8.4% at any time redeemed, prepaid, purchased or acquired by the 
Company shall not under any circumstances be reissued or otherwise 
disposed of by the Company and each surrendered certificate for shares so 
redeemed shall be canceled. 
 
      (j)  The rights and remedies herein granted to holders of the Class 
B Cumulative Preferred Stock, Series 8.4% shall be in addition to all 
other rights and remedies to which such holders may be otherwise entitled 
by law. 
 
 
398196 
 
 
 
 
THE COMMONWEALTH OF MASSACHUSETTS 
 
 
ARTICLES OF AMENDMENT 
 
GENERAL LAWS, CHAPTER 164, SECTION 8A 
 
 
      I hereby approve the within articles of amendment and, the filing 
fee in the amount of $8,100 having been paid, said articles are deemed to 
have been filed with me this 18th day of June, 1992. 
 
 
 
MICHAEL J. CONNOLLY 
Secretary of State 
 
 
 
 
TO BE FILLED IN BY CORPORATION 
 
PHOTOCOPY OF ARTICLES OF AMENDMENT TO BE SENT 
 
TO:   Rich, May, Bilodeau & Flaherty, P.C. 
      Attn: Carol E. Kazmer, Esq. 
      294 Washington Street 
      Boston, Massachusetts 02108 
      Telephone: (617) 482-1360 
 
 
Telephone: 



THE COMMONWEALTH OF MASSACHUSETTS 
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE 
MICHAEL J. CONNOLLY, SECRETARY 
ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108 
ARTICLES OF AMENDMENT                                FEDERAL IDENTIFICATION 
GENERAL LAWS, CHAPTER 164, SECTION 8B                        No. 04-1731220 
 
 
We, Scott S. Robinson, President, and Cheryl M. Clark, clerk of The 
Berkshire Gas Company located at 115 Cheshire Road, Pittsfield, 
Massachusetts, 01201 do hereby certify that these ARTICLES OF AMENDMENT  
affecting Articles NUMBERED:  3
 
of the Articles of Organization were duly adopted at a meeting held on 
November 10, 1993, by a vote of: 

      1,151,323 shares of    Common Stock, out of 1,741,950 outstanding. 
 
being at least a majority of each type, class or series outstanding and 
entitled to vote. 

      To CHANGE the name of shares and the par value (if any) of any type, 
class or series of stock which the corporation is authorized to issue, fill 
in the following: 
 
The total presently authorized is: 

 
WITHOUT PAR VALUE STOCKS 

TYPE          NUMBER OF    TYPE         NUMBER OF          PAR
              SHARES                    SHARES             VALUE 
 
COMMON                     COMMON       2,100,000          $  2.50 
 
PREFERRED                  PREFERRED       15,000  4.8%    $100.00
                                           10,000  9.0%    $100.00 
 

CHANGE the total authorized to: 
 
TYPE          NUMBER OF    TYPE         NUMBER OF          PAR
              SHARES                    SHARES             VALUE 
 
COMMON                     COMMON       2,600,000          $  2.50 
 
PREFERRED                  PREFERRED       15,000  4.8%    $100.00
                                           10,000  9.0%    $100.00
                                           80,000  8.4%    $100.00 

 
VOTED:    That the Charter Agreement of Association and Articles of 
          Organization of this Company be, and the same hereby are, amended 
          to increase the authorized capital stock of the Company by 
          creating an additional 500,000 shares of the Company's Common 
          Stock, $2.50 par value, thereby increasing the number of 
          authorized shares of said Common Stock from 2,100,000 to 2,600,000 
          shares, such shares to be issued as purposes, subject to the 
          requisite approval of the Massachusetts Department of Public 
          Utilities. 
 
The foregoing amendment will become effective when these articles of 
amendment are filed in accordance with Chapter 164, Section 8B of the 
General Laws. 
 
IN WITNESS WHERE OF AND UNDER THE PENALTIES OF PERJURY,  we have hereunto 
signed our names of this     day of     in the year    . 


                                  President 

                                  Clerk 
 
 
 
THE COMMONWEALTH OF MASSACHUSETTS 
 
ARTICLES OF AMENDMENT 
GENERAL LAWS, CHAPTER 164, SECTION 8B 

          I hereby approve the within articles of amendment and, the filing 
fee in the amount of $        , having been paid, said articles are deemed 
to have been filed with me this        day of     , 19    . 
 
 
MICHAEL J. CONNOLLY 
SECRETARY OF STATE 
 
 
PHOTOCOPY OF ARTICLES OF AMENDMENT TO BE SENT TO: 
 
Rich, May, Bilodeau & Flaherty, P.C. 
Attn: Eric J. Krathwohl, Esq. 
294 Washington St. 
Boston, MA  02108 
 
Telephone (617) 482-1360



THE COMMONWEALTH OF MASSACHUSETTS
DEPARTMENT OF PUBLIC UTILITIES
August 20, 1996

D.P.U. 96-64

Application and Petition of The Berkshire Gas Company to the Department of 
Public Utilities pursuant to Sections 8 and 14 of Chapter 164 of the General 
Laws for approval and authorization to issue and sell on a negotiated basis 
a Senior Note in an aggregate principal amount of up to $16,000,000; to 
issue and sell not in excess of 200,000 shares of Common Stock, $2.50 par 
value, pursuant to the Company's Share Owner Dividend Reinvestment and Stock 
Purchase Plan; for an exemption from the advertising and competitive bid 
requirements of Section 15 of Chapter 164 of the General Laws; and for such 
other actions as may be deemed necessary or appropriate in connection with 
the foregoing.

APPEARANCES:      Eric J. Krathwohl, Esq.
                  Emmett E. Lyne, Esq.
                  Rich, May, Bilodeau & Flaherty, P.C.
                  294 Washington Street
                  Boston, Massachusetts 02108

                  FOR: THE BERKSHIRE GAS COMPANY
                  Petitioner

I.    INTRODUCTION

      On June 13, 1996, The Berkshire Gas Company ("Berkshire" or "Company") 
filed a petition with the Department of Public Utilities ("Department") 
pursuant to G.L. c. 164, para. 8, 14, and 15, for approval and authorization 
of: (1) the issuance and sale of up to $16,000,000 in a Senior Note at 7.8 
percent; (2) the issuance and sale of not more than 200,000 shares of common 
stock, $2.50 par value, through a Share Owner Dividend Reinvestment and 
Stock Purchase Plan ("Plan"); and (3) an exemption from the advertising and 
competitive bidding requirements of G.L. c. 164, para. 15.  The Company's 
petition was docketed as D.P.U. 96-64.

      Pursuant to notice duly issued, a public hearing was held at the 
Department's offices on July 24, 1996.  In support of its petition, the 
Company presented the testimony of Michael J. Marrone, vice president, 
treasurer and chief financial officer; and Shaun E. Sprague, manager of 
general accounting.  The evidentiary record includes five exhibits and two 
record requests.  There were no intervenors in the case.

II.   DESCRIPTION OF THE PROPOSED FINANCING

      A.    Issuance of Up To $16,000,000 in a Senior Note

      Berkshire Gas seeks authorization from the Department to issue and 
sell, up to $16,000,000 in a Senior Note, with a maturity of 25 years, at a 
fixed interest rate of 7.8 percent (Tr. at 5).  The Company stated that the 
proposed issuance and sale of up to $16,000,000 in a Senior Note is to be 
used to finance the purchase of a portion of the Company's debt prior to its 
maturity (Exh. BGC-1, at 5,7).*1  The Company stated that at the time of the 
financing, interest rates for long term debt instruments were significantly 
lower than some of the Company's outstanding debt (id. at 6).  The Company 
further stated that the issuance and sale of up to $16,000,000 in a Senior 
Note at the rate of 7.8 percent resulted in savings on a pro forma annual 
basis of approximately $288,000 per year (Tr. at 15).  The Company stated 
that it proposes to pay for the premium associated with the redemptions by 
accumulating the unamortized debt issuance expense on the repurchased debt, 
adding to that the premium paid to call the existing debt, and amortizing 
the total over the life of the Senior Note (Exh. BGC-1,at 8)

*1    The Company stated that it evaluated the refinancing costs associated 
      with the following debt: Series K an M Bonds at 7.875 and 9.375 
      percent, respectively; an outstanding public debenture series at a 
      rate of 9.25 percent; and preferred stock at 8.4 percent (Tr. at 12-
      13).  The Company stated that there were savings, though minimal, 
      associated with the redemption of the Series K and M bonds which had 
      no premium associated with the purchase (id. at 12).  The Company 
      stated that although there was a three percent premium associated with 
      calling the public debenture series, the Company concluded that this 
      redemption was also cost-justified (id.at 13). The Company stated that 
      it realized substantial savings via an income tax deduction of 40 
      percent for dividends on debt issuances by converting its 8.4 percent 
      preferred stock to debt(Exhs. BGC-1 at 7, BGC-3, Att. B at 2; Tr. at 
      13-14).

The Company stated it negotiated to sell the Senior Note to a single 
purchaser, First Colony Life Insurance Company of Virginia ("First Colony"), 
which is also the holder of Berkshire's 8.4 percent preferred stock (id. at 
8).  The Company stated that the 7.8 percent rate of the proposed financing 
was arrived at after extensive negotiations between First Colony and First 
Albany Corporation ("First Albany"), the Company's investment bank (id. at 
8-9).  The Company further stated that the 7.8 percent rate is competitive 
with market rates (id. at 8).

      B.    Issuance of Common Shares Pursuant to the Plan

      Berkshire Gas seeks authorization from the Department to issue and 
sell, from time to time, not in excess of 200,000 shares of Common Stock, 
$2.50 par value, through the continued operation of the Plan.  The Company 
is currently authorized to issue and sell up to 100,000 shares of common 
stock through the Plan (Exh. BGC-5, at 2);*2 Berkshire Gas Company, D.P.U. 
93-182 (1990).

*2    The Company noted that of the 100,000 shares authorized by the
      Department in D.P.U. 93-182, 47,400 were outstanding on March 31,
      1996 (Exh. BGC-5, at 2-3).  The Company anticipates that during the
      calendar year 1996, an additional 46,000 shares will be purchased
      under the Plan which will be deplete the remaining supply of
      authorized shares pursuant to D.P.U. 93-182 (id. at 3). 

Under the Plan, participants have the option to reinvest cash dividends 
automatically on all or a portion of their shares of common stock or to 
purchase common stock at any time in any amount from a minimum of fifteen 
dollars in any calendar month to a maximum of five thousand dollars in any 
calendar month (Exh. BGC-4, at 1; Tr. at 21).*3  The Company stated that the 
Plan will be administered by the Plan Committee appointed by the Company's 
Board of Directors (Exh. BGC-4, at 4).

*3    All holders of record of ten or more common shares of the Company
      who are not employed by the Company and all employees of the Company
      owning of record one or more shares are eligible to participate in
      the Plan (Exh. BGC-4, at 5).

The Company stated that the price for the stock under the Plan would be set 
at 97 percent of the average of the bid and the asked price of the Company's 
common shares in the over-the-counter market during the period of five days 
preceding the purchase date (Exh. BGC-5, at 3)  The Company stated that the 
three percent discount may be suspended at any time, at the Company's 
discretion, and would be required to be suspended by the terms of the Plan 
in the event that the discounted price of the Company's shares falls below 
the book value of the stock (id.).  The Company stated that the Plan 
provides significant benefits to the Company, its shareholders, and 
customers as it provides funds for capital improvements at a very 
inexpensive cost (Exh. BGC-2, at 5; Tr. at 21).

      C.    Use of Proceeds

      The Company stated that the proceeds from the proposed issue and sale 
of up to $16,000,000 in a Senior Note and up to 200,000 shares of common 
stock pursuant to the Plan will be used to repay short term borrowings that 
were used to call the higher interest rate bonds, debentures, and higher 
cost preferred stock of the Company (Exhs. BGC-1, at 6; BGC-5, at 4-5).  In 
addition, the Company stated that proceeds will be used for financing 
additions to the Company's property, plant and equipment and/or repayment of 
short term dept incurred from time to time by the Company (Exh. BGC-2, at 
5).  The Company asserted that the issuance of shares and use of proceeds is 
consistent with the Company's traditional method of financing capital 
additions temporarily through short term borrowing or internally generated 
funds and later permanently financing such additions by the issuance of 
equity securities or long term indebtedness (id.).  The Company stated that 
the Company's Board of Directors authorized the sale and issuance of the 
proposed financing on June 4, 1996 (Exh. BGC-3, Att. A).

      D.    Exemption from G.L. c. 164, & 15

      In addition, the Company requests exemption from the advertising and 
competitive bidding requirements of G.L. c. 164, par. 15.  The Company 
stated that a negotiated, private sale rather than a public sale is more 
favorable as the size of the offering would not likely attract bids on the 
open market, and the costs of bidding, advertising, and issuance associated 
with a public sale are much greater (Exh. BGC-5, at 4).  The Company stated 
that it chose First Albany as its investment banker on the basis of cost-
effectiveness as well as its long-standing relationship with First Albany 
and First Albany's unique relationship with First Colony (Exh. BGC-1, at 9; 
Tr. at 23).*4

*4    The Company noted that First Albany acted as the Company's
      investment banker for several other sales of dept and equity capital,
      including the sale of the 8.4 percent preferred issuance to First
      Colony (Tr. at 24).

III.  CAPITAL STRUCTURE OF THE COMPANY

      The Company provided financial statements and an analysis of its 
capital structure as of March 31, 1996 (Exh. BGC-3, Schs. 2-6).  The 
Company's financial statements indicate that as of March 31, 1996, Berkshire 
had: (1) $5,345,000 of common stock (2,137,963 shares at par value of 
$2.50); (2) $8,406,000 of preferred stock ($406,000 preferred stock, 4.8 
Percent Series plus $8,000,000 preferred stock, 8.4 Percent Series); and (3) 
$16,147,000 premium on capital stock for a total of $29,898,000 of 
shareholder equity (id., Sch 4).*5  The Company also has long-term debt of 
$24,000,000 (id.).  The Company indicated that total securities outstanding 
equalled $53,898,000 (id.).  The Company's utility plant in service of 
$95,328,000, less accumulated depreciation of $25,057,000 equalled a net 
utility plant of $70,271,000 (id.).  The Company determined an excess of net 
utility plant to total securities of $16,373,000, as of March 31,1996 (id.).  
After making pro forma adjustments including the redemption of the 
$8,000,000 preferred stock, the Company estimated that the excess of net 
utility plant to total securities after issuance of up to $16,000,000 in a 
Senior Note and the 200,000 shares of common stock pursuant to the Plan for 
which it is petitioning for approval equals $5,273,000 (id.).  At the time 
of the hearing, the Company indicated that its financial statement had not 
changed since March 31, 1996 (Tr. at 22).

*5    The Company determined total securities by adding common stock (at 
      par), premium on common stock, preferred stock, and long-term debt 
      excluding retained earnings (Exh. BGC-3, Sch. 4).

IV.   STANDARD OF REVIEW

      In order for the Department to approve the issuance of stocks, bonds, 
coupon notes, or other types of long-term indebtedness*6 by an electric or 
gas company, the Department must determine that the proposed issuance meets 
two tests.  First, the Department must assess whether the proposed issuance 
is reasonably necessary to accomplish some legitimate purpose in meeting a 
company's service obligations, pursuant to G.L. c. 164 para.14.  Fitchburg 
Gas & Electric Light Company v. Department of Public Utilities, 395 Mass. 
836, 842 (1985) ("Fitchburg II"), citing Fitchburg Gas & Electric Light 
Company v. Department of Public Utilities, 394 Mass. 671, 678 (1985) 
("Fitchburg I").  Second, the Department must determine whether the Company 
has met the net plant test.*7  Colonial Gas Company, D.P.U. 84-96 (1984).
*6Long-term refers to periods of more than one year after the date of 
issuance. G.L. c. 164, para. 14.

*7    The net plant test is derived from G.L. c. 164 para. 16.

      The Court has found that, for the purposes of G.L. c. 164, para. 14, 
"reasonably necessary" means "reasonably necessary for the accomplishment of 
some purpose having to do with the obligations of the company to the public 
and its ability to carry out those obligations with the greatest possible 
efficiency."  Fitchburg II at 836, citing Lowell Gas Light Company v. 
Department of Public Utilities, 319 Mass. 46, 52 (1946). In cases where no 
issue exists about the reasonableness of management decisions regarding the 
requested financing, the Department limits its Section 14 review to the 
facial reasonableness of the purpose to which the proceeds of the proposed 
issuance will be put.  Canal Electric Company, et al., D.P.U. 84-152, at 20 
(1984); see, e.g., Colonial Gas Company, D.P.U. 90-50. at 6 (1990).

      The Fitchburg I and II and Lowell Gas cases also established that the 
burden of proving that an issuance is reasonably necessary rests with the 
company proposing the issuance, and that the Department's authority to 
review a proposed issuance "is not limited to a 'perfunctory review.'"  
Fitchburg I at 678; Fitchburg II at 842, citing Lowell Gas at 52.  Regarding 
the net plant test, a company is required to present evidence that its net 
utility plant (original cost of capitalizable plant, less accumulated 
depreciation) equals or exceeds its total capitalization (the sum of its 
long-term debt and its preferred and common stock outstanding) and will 
continue to do so following the proposed issuance.  Colonial Gas Company, 
D.P.U. 84-96, at 5 (1984).

      Pursuant to G.L. c. 164, para. 15, an electric or gas company offering 
long-term bonds or notes in excess of $1 million in face amount payable at 
periods  of more than five years after the date thereof must invite purchase 
proposals through newspaper advertisements.  The Department may grant an 
exemption from this advertising requirement if the Department finds that an 
exemption is in the public interest. G.L. c. 164 para. 15.  The Department 
has found it in the public interest to grant an exemption from the 
advertising requirement where there has been a measure of competition in 
private placement.  See, e.g., Western Massachusetts Electric Company, 
D.P.U. 88-32, at 5 (1988); Eastern Edison Company, D.P.U. 88-127, at 11-12 
(1988); Berkshire Gas Company, D.P.U. 89-12, at 11 (1989).  The Department 
also has found that it is in the public interest to grant a company an 
exemption from the advertising requirement when a measure of flexibility is 
necessary in order for a company to enter the bond market in a timely 
manner.  See, e.g., Western Massachusetts Electric Company, D.P.U. 88-32, at 
5 (1988).  However, G.L. c. 164, para. 15 requires advertising as the 
general rule; and waiver cannot be automatic but must be justified whenever 
requested.

      Where issues concerning the prudence of the Company's capital 
financing have not been raised or adjudicated in a proceeding, the 
Department's decision in such a case does not represent a determination that 
any specific project is economically beneficial to a company or to its 
customers.  In such circumstances, the Department's determination in its 
Order may not in any way be construed as ruling on the appropriate 
ratemaking treatment to be accorded any costs associated with the proposed 
financing.  See, e.g., Boston Gas Company, D.P.U. 95-66, at 7 (1995).

V.    ANALYSIS AND FINDINGS

      Based on the foregoing, the Department finds that the proposed 
issuance of up to $16,000,000 in a Senior Note with a term of twenty-five 
years and bearing an interest rate of 7.8 percent per annum and the proposed 
issuance and sale of up to 200,000 shares of common stock under the Plan is 
reasonably necessary to repay short term borrowings that were used to call 
the higher interest rate bonds, debentures, and higher cost preferred stock 
of the Company as well as to finance additions to the Company's property, 
plant and equipment and repay short term borrowings incurred from time to 
time by the Company.  As such, the Department finds that the proposed 
issuance and sale of up to $16,000,000 in a Senior Note and up to 200,000 
shares of common stock pursuant to the Plan is reasonably necessary to 
accomplish some legitimate purpose in meeting the Company's service 
obligations in accordance with G.L. c. 164, para. 14.  The Department 
further finds that the costs associated with the proposed financing, 
including costs associated with the redemption of the preferred stock and 
debt securities should be amortized over the life of the Senior Note.  

      In regard to the net plant test, the Department finds that the 
Company's proposed financing meets the net plant test, since the Company's 
net utility plant equals or exceeds its total capitalization and will 
continue to do so following the proposed issuance.  Regarding the Company's 
request for an exemption from the requirements of G.L. c. 164, para. 15, we 
find that it is appropriate to allow the Company the flexibility offered by 
the private placement process in order to assist the Company in responding 
to market conditions and to take advantage of prevailing interest rates.  
The record in this case further demonstrates that the Company ensured a 
competitive rate through the private placement process.  Therefore, the 
Department finds that it is in the public interest to exempt the Company 
from the advertisement and bidding requirements of G.L. c. 164, para. 15.

VI.   ORDER

      Accordingly, after due notice, hearing, and consideration, the 
Department 

      VOTES: That the issuance and sale by Berkshire Gas Company of a Senior 
Note in the aggregate principal amount of up to $16,000,000 is reasonably 
necessary for the purpose for which the Company has petitioned; and it 

      FURTHER VOTES: That the issuance and sale, from time to time, by 
Berkshire Gas Company of not in excess of 200,000 shares common stock, $2.50 
par value, pursuant to its Share Owner Dividend Reinvestment and Stock 
Purchase Plan, is reasonably necessary for the purpose for which the Company 
has petitioned; and it is 

      ORDERED: That the Department hereby approves and authorizes the issue 
and sale of a Senior Note in the aggregate principal amount of up to 
$16,000,000, to bear interest at a rate of 7.8 percent, due to mature not 
later than 25 years from the date of issue; and it is 

      FURTHER ORDERED: That the Department hereby approves and authorizes 
the issuance and sale from time to time of not in excess of an additional 
200,000 shares of common stock, $2.50, par value, pursuant to its Share 
Owner Dividend Reinvestment and Stock Purchase Plan; and it is 

      FURTHER ORDERED: That the costs associated with the proposed 
financing, including costs associated with the redemption of the preferred 
stock and debt securities, be amortized over the life of the Senior Note; 
and it is

      FURTHER ORDERED: That the issuance and sale by Berkshire Gas Company 
of a Senior Note in the aggregate principal amount of up to $16,000,000, 
without inviting proposals for the purchase thereof by publication in 
certain designated newspapers, is in the public interest, and such issue 
shall be exempt from the provisions of G.L. c. 164, par 15; and it is 

      FURTHER ORDERED: That the net proceeds from such sale of all such 
securities shall be used for the purposes as set forth herein; and it is 

      FURTHER ORDERED: That the Secretary of the Department shall within 
three days of the issuance of this Order cause a certified copy of it to be 
filed with the Secretary of the Commonwealth.

                                    By Order of the Department,


                                    John B. Howe, Chairman
                                    Mary Clark Webster, Commissioner      

A true copy
      Attest;                       Janet Gail Besser, Commissioner
Mary L. Cottrell
Secretary

D.P.U. 96-64

Appeal as to matters of law from any final decision, order or ruling of the 
Commission may be taken to the Supreme Judicial Court by an aggrieved party 
in interest by the filing of a written petition praying that the Order of 
the Commission be modified or set aside in whole or in part.

Such petition for appeal shall be filed with the Secretary of the Commission 
within twenty days after the date of service of the decision, order or 
ruling of the Commission, or within such further time as the Commission may 
allow upon request filed prior to the expiration of twenty days after the 
date of service of said decision, order or ruling.  Within ten days after 
such petition has been filed, the appealing party shall enter the appeal in 
the Supreme Judicial Court sitting in Suffolk County by filing a copy 
thereof with the Clerk of said Court.  (Sec. 5, Chapter 25, G.L. Ter. Ed., 
as most recently amended by Chapter 485 of the Acts of 1971).

The foregoing amendment will become effective when these articles of 
amendment are filed in accordance with Chapter 164, Section 8B of The 
General Laws unless these articles specify, in accordance with the vote 
adopting the amendment, a later effective date not more than thirty days 
after such filing, in which event the amendment will become effective on 
such later date.  EFFECTIVE DATE:

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereunto 
signed our names this 6th day of September, in the year 1996.

                                    President

                                    Clerk

THE COMMONWEALTH OF MASSACHUSETTS

ARTICLES OF AMENDMENT
(General Laws, Chapter 164, Section 8B)

I hereby approve the within articles of amendment and, the filing fee in the 
amount of $500 having been paid, said articles are deemed to have been filed 
with me this 10th day of September, 1996.

William Francis Golvin
Secretary of the Commonwealth
State House, Boston, Mass.


TO BE FILLED IN BY CORPORATION

TO:   Franklin M. Hundley, Esquire
      Rich, May, Bilodeau & Flaherty
      294 Washington Street
      Boston, Massachusetts, 02108