UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                                         
                              WASHINGTON, D.C. 20549
                                         
                                    FORM 10-Q
                                         
   (Mark One)
   (X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934
    
   For the quarterly period ended    March 31, 1999
                                  ---------------------
                                        OR
    
   ( )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934
    
   For the transition period  from                       to                    

                                    --------------------    -------------------
    
   Commission file number  1-12859
                          -----------------------------------------------------
    
                               CTG RESOURCES, INC.
   ----------------------------------------------------------------------------
              (Exact name of registrant as specified in its charter)
    
    
               Connecticut                                        06-1466463
   ----------------------------------------------------------------------------
     (State or other jurisdiction of                         (I.R.S. Employer
      incorporation or organization)                        Identification No.)
    
   100 Columbus Boulevard, Hartford, Connecticut                        06103
   ----------------------------------------------------------------------------
     (Address of principal executive offices)                        (Zip Code)
    
    
                                  (860) 727-3010
   ----------------------------------------------------------------------------
               (Registrant's telephone number, including area code)
                                         
   ----------------------------------------------------------------------------
   (Former name, former address and former fiscal year, if changed since last   
   report).
    
        Indicate by check mark whether the registrant (1) has filed all reports
   required to be filed by Section 13 or 15(d) of the Securities Exchange Act
   of 1934 during the preceding 12 months (or for such shorter period that the
   registrant was required to file such reports), and (2) has been subject to
   such filing requirements for the past 90 days.     Yes   X   No 
                                                          -----    -----
        Indicate the number of shares outstanding of each of the issuer's
   classes of common stock, as of the latest practicable date (applicable only
   to Corporate Issuers).  Number of shares of common stock outstanding as of
   the close of business on April 27, 1999:  8,648,029.
    
    <PAGE>
    
    
    
    
    
    
                               FINANCIAL STATEMENTS
                                         
                                CTG RESOURCES, INC.
                                         
                                         
                                         
                                         
        The condensed financial statements included herein have been prepared
   by the Company, without audit, pursuant to the rules and regulations of the
   Securities and Exchange Commission.  Certain information and footnote
   disclosures normally included in financial statements prepared in accordance
   with generally accepted accounting principles have been condensed or omitted
   pursuant to such rules and regulations.  Although the Company believes that
   the disclosures are adequate to make the information presented not
   misleading, it is suggested that these condensed financial statements be
   read in conjunction with the financial statements and the notes thereto
   included in the Company's annual report on Form 10-K.  In the opinion of the
   Company, all adjustments necessary to present fairly the consolidated
   financial position of CTG Resources, Inc. as of March 31, 1999 and 1998 and
   the results of its operations and its cash flows for the three months, six
   months and twelve months ended March 31, 1999 and 1998 have been included. 
   The results of operations for such interim periods are not necessarily
   indicative of the results for the full year.
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    <PAGE>
<TABLE>
<CAPTION>
                                                                    "UNAUDITED"
                                CTG RESOURCES, INC.
                                         
                           CONSOLIDATED BALANCE SHEETS
                              (Dollars in Thousands)
    
    
   <S>                                         <C>        <C>         <C>
                                               March 31,  Sept. 30,   March 31, 
                     ASSETS                       1999       1998        1998   
                     ------                    ---------  ---------   --------- 
   Plant and Equipment:
      Regulated energy                         $ 453,815  $ 447,463   $ 434,944 
      Unregulated energy                          63,251     63,079      61,277 
      Construction work in progress                5,535      3,647       1,548 
                                               ---------  ---------   --------- 
                                                 522,601    514,189     497,769 
      Less-Allowance for depreciation            184,658    176,173     169,504 
                                               ---------  ---------   --------- 
                                                 337,943    338,016     328,265 
                                               ---------  ---------   --------- 

   Investments, at equity                         11,902     11,821      11,648 
                                               ---------  ---------   --------- 
   Current Assets:
      Cash and cash equivalents                   21,963      1,264       4,229 
      Accounts and notes receivable               61,098     34,796      57,485 
      Allowance for doubtful accounts             (5,206)    (3,283)     (5,364)
      Accrued utility revenue                     10,626      3,789      12,277 
      Inventories                                 11,635     17,852       8,770 
      Prepaid expenses                             5,179     11,707       5,540 
                                               ---------  ---------   --------- 
                                                 105,295     66,125      82,937 
                                               ---------  ---------   --------- 
   Deferred Charges and Other Assets:
      Unrecovered future taxes                     8,321     10,734      12,889 
      Other assets                                29,081     32,485      22,633 
                                               ---------  ---------   --------- 
                                                  37,402     43,219      35,522 
                                               ---------  ---------   --------- 
                                               $ 492,542  $ 459,181   $ 458,372 
                                               =========  =========   ========= 
</TABLE>

    <PAGE>
    
<TABLE>
<CAPTION>
    
                                                                    "UNAUDITED"
                               CTG RESOURCES, INC.
                                         
                     CONSOLIDATED BALANCE SHEETS (Concluded)
                                (Dollars in Thousands)
                                         
                                         
   <S>                                         <C>        <C>         <C>
                                               March 31,  Sept. 30,   March 31, 
         CAPITALIZATION AND LIABILITIES           1999       1998        1998   
         ------------------------------        ---------  ---------   --------- 
   Capitalization:
      Common Stock                             $  67,448   $ 67,448    $ 67,445 
      Retained Earnings                           69,884     56,447      63,509 
                                               ---------  ---------   --------- 
                                                 137,332    123,895     130,954 
      Unearned compensation -
         Restricted stock awards                    (400)      (498)       (840)
                                               ---------  ---------   --------- 
         Common stock equity                     136,932    123,397     130,114 
      Preferred stock, not subject to
         mandatory redemption                        879        879         883 
      Long-term debt                             217,528    215,852     183,364 
                                               ---------  ---------   --------- 
                                                 355,339    340,128     314,361 
                                               ---------  ---------   --------- 

   Current Liabilities:
      Current portion of long-term debt            3,235      5,733       4,086 
      Notes Payable                                    -      2,000       6,000 
      Accounts payable and accrued expenses       28,546     30,813      34,863 
      Refundable purchased gas costs              12,947      1,640       9,980 
      Accrued liabilities                         11,640      5,024      14,822 
                                               ---------  ---------   --------- 
                                                  56,368     45,210      69,751 
                                               ---------  ---------   --------- 
   Deferred Credits:
      Deferred income taxes                       58,496     50,175      47,674 
      Unfunded deferred income taxes               8,321     10,734      12,889 
      Investment tax credits                       2,651      2,761       2,871 
      Refundable taxes                             4,302      4,252       4,546 
      Other                                        7,065      5,921       6,280 
                                               ---------  ---------   --------- 
                                                  80,835     73,843      74,260 
                                               ---------  ---------   --------- 
                                               $ 492,542  $ 459,181   $ 458,372 
                                               =========  =========   ========= 
</TABLE>
    <PAGE>
<TABLE>
<CAPTION>
                                                                    "UNAUDITED"
                               CTG RESOURCES, INC.
                                         
                         CONSOLIDATED STATEMENTS OF INCOME                     
                 (Dollars in thousands except for per share data)

                                                       Three Months Ended
                                                           March 31, 
                                                   ---------------------------
   <S>                                              <C>            <C>
                                                        1999           1998   
                                                    ----------     ---------- 
   Operating Revenues                               $  113,001     $  105,416 
   Less:  Cost of Energy                                59,167         54,622 
          State Gross Receipts Tax                       3,934          3,725 
                                                    ----------     ---------- 
   Operating Margin                                     49,900         47,069 
                                                    ----------     ---------- 
   Other Operating Expenses:
      Operations & maintenance expenses                 14,871         15,856 
      Depreciation                                       5,086          4,791 
      Income taxes                                      11,975         10,246 
      Other taxes                                        1,978          2,007 
                                                    ----------     ---------- 
                                                        33,910         32,900 
                                                    ----------     ---------- 
   Operating Income                                     15,990         14,169 
                                                    ----------     ---------- 
   Other Income (Deductions):
      Allowance for equity funds used
        during construction                                 11            (13)
      Equity in partnership earnings                       560            789 
      Other income/(deductions)                            191         (1,731)
      Income Taxes                                        (252)           481 
                                                    ----------     ---------- 
                                                           510           (474)
                                                    ----------     ---------- 
   Income Before Interest Charges                       16,500         13,695 
                                                    ----------     ---------- 
   Interest and Debt Expense                             4,259          3,968 
                                                    ----------     ---------- 
   Net Income                                           12,241          9,727 
   Less-Dividends on Preferred Stock                        16             16 
                                                    ----------     ---------- 
   Net Income Applicable to Common Stock            $   12,225     $    9,711 
                                                    ==========     ========== 
   Income Per Average Share of
      Common Stock:
      Basic                                         $     1.41     $     1.12 
                                                    ==========     ========== 
      Fully diluted                                 $     1.41     $     1.12 
                                                    ==========     ========== 
   Average Common Shares Outstanding
      During the Period:
      Basic                                          8,648,029      8,652,171 
                                                    ==========     ========== 
      Fully diluted                                  8,683,570      8,706,919 
                                                    ==========     ========== 
   Dividends Per Share of Common Stock              $     0.26     $     0.25 
                                                    ==========     ========== 
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                    "UNAUDITED"
                               CTG RESOURCES, INC.

                         CONSOLIDATED STATEMENTS OF INCOME                     
                 (Dollars in thousands except for per share data)
                                         
                                                        Six Months Ended
                                                           March 31, 
                                                   -------------------------- 
   <S>                                              <C>            <C>
                                                        1999           1998   
                                                    ----------     ---------- 
   Operating Revenues                               $  194,680     $  197,812 
   Less:  Cost of Energy                               103,557        105,915 
          State Gross Receipts Tax                       6,743          7,094 
                                                    ----------     ---------- 
   Operating Margin                                     84,380         84,803 
                                                    ----------     ---------- 
   Operating Expenses:
      Operations & maintenance expenses                 28,682         29,378 
      Depreciation                                      10,086          9,480 
      Income taxes                                      16,437         16,484 
      Other taxes                                        3,793          3,820 
                                                    ----------     ---------- 
                                                        58,998         59,162 
                                                    ----------     ---------- 
   Operating Income                                     25,382         25,641 
                                                    ----------     ---------- 
   Other Income (Deductions):
      Allowance for equity funds used
        during construction                                 18             35 
      Equity in partnership earnings                     1,054          1,663 
      Other income/(deductions)                            564         (1,557)
      Income Taxes                                        (568)           (66)
                                                    ----------     ---------- 
                                                         1,068             75 
                                                    ----------     ---------- 
   Income Before Interest Charges                       26,450         25,716 
                                                    ----------     ---------- 
   Interest and Debt Expense                             8,517          7,866 
                                                    ----------     ---------- 
   Net Income                                           17,933         17,850 
   Less-Dividends on Preferred Stock                        31             31 
                                                    ----------     ---------- 
   Net Income Applicable to Common Stock            $   17,902     $   17,819 
                                                    ==========     ========== 
   Income Per Average Share of
      Common Stock:
      Basic                                         $     2.07     $     1.96 
                                                    ==========     ========== 
      Fully diluted                                 $     2.06     $     1.95 
                                                    ==========     ========== 
   Average Common Shares Outstanding
      During the Period:
      Basic                                          8,648,029      9,091,731 
                                                    ==========     ========== 
      Fully diluted                                  8,681,820      9,146,479 
                                                    ==========     ========== 
   Dividends Per Share of Common Stock              $     0.52     $     0.50 
                                                    ==========     ==========
</TABLE>
 <PAGE>
<TABLE>
<CAPTION>
                                                                    "UNAUDITED"
                               CTG RESOURCES, INC.

                         CONSOLIDATED STATEMENTS OF INCOME                     
                 (Dollars in thousands except for per share data)
                                         
                                                       Twelve Months Ended
                                                           March 31, 
                                                   -------------------------- 
   <S>                                              <C>            <C>
                                                        1999           1998   
                                                    ----------     ---------- 
   Operating Revenues                               $  279,616     $  289,427 
   Less:  Cost of Energy                               148,326        153,286 
          State Gross Receipts Tax                       9,309         10,060 
                                                    ----------     ---------- 
   Operating Margin                                    121,981        126,081 
                                                    ----------     ---------- 
   Operating Expenses:
      Operations & maintenance expenses                 53,289         57,785 
      Depreciation                                      19,911         18,712 
      Income taxes                                      12,163         14,008 
      Other taxes                                        7,422          7,522 
                                                    ----------     ---------- 
                                                        92,785         98,027 
                                                    ----------     ---------- 
   Operating Income                                     29,196         28,054 
                                                    ----------     ---------- 
   Other Income (Deductions):
      Allowance for equity funds used
        during construction                                 44             91 
      Equity in partnership earnings                     2,662          3,087 
      Other income/(deductions)                          1,481         (1,039)
      Income Taxes                                      (1,530)          (296)
                                                    ----------     ---------- 
                                                         2,657          1,843 
                                                    ----------     ---------- 
   Income Before Interest Charges                       31,853         29,897 
                                                    ----------     ---------- 
   Interest and Debt Expense                            16,575         14,377 
                                                    ----------     ---------- 
   Net Income                                           15,278         15,520 
   Less-Dividends on Preferred Stock                        61             62 
                                                    ----------     ---------- 
   Net Income Applicable to Common Stock            $   15,217     $   15,458 
                                                    ==========     ========== 
   Income Per Average Share of
      Common Stock:
      Basic                                         $     1.76     $     1.57 
                                                    ==========     ========== 
      Fully diluted                                 $     1.75     $     1.56 
                                                    ==========     ========== 
   Average Common Shares Outstanding
      During the Period:
      Basic                                          8,650,106      9,865,595 
                                                    ==========     ========== 
      Fully diluted                                  8,685,564      9,892,894 
                                                    ==========     ========== 
   Dividends Per Share of Common Stock              $     1.02     $     1.26 
                                                    ==========     ========== 
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                         
                                                                    "UNAUDITED"
                               CTG RESOURCES, INC.                     

                       CONSOLIDATED STATEMENTS OF CASH FLOWS                   

                              (Dollars in Thousands)                           

                                         
                                         
                                                       Three Months Ended 
                                                           March 31, 
                                                      -----------------------
   <S>                                                 <C>           <C>
                                                         1999          1998   
                                                         ----          ----   

   Cash Flows from Operations                          $ 43,737      $ 34,167 
                                                       --------      -------- 

   Cash Flows for Investing Activities:
      Capital expenditures                               (5,349)       (2,859)
      Other, net                                           (131)          205 
                                                       --------      -------- 
      Net cash used in investing activities              (5,480)       (2,654)
                                                       --------      -------- 
   Cash Flows from Financing Activities:
      Dividends paid                                     (2,265)       (2,179)
      Issuance/(repurchase) of common                           
         stock, net                                           -          (123)
      Other stock activity, net                               1             - 
      Principal retired on long-term debt                   (11)       (4,009)
      Short-term debt                                   (15,000)      (24,500)
                                                       --------      -------- 
      Net cash used in
         financing activities                           (17,275)      (30,811)
                                                       --------      -------- 
   Increase in Cash and
      Cash Equivalents                                   20,982           702 
   Cash and Cash Equivalents at
      Beginning of Period                                   981         3,527 
                                                       --------      -------- 
   Cash and Cash Equivalents at
      End of Period                                    $ 21,963      $  4,229 
                                                       ========      ======== 
</TABLE>
<PAGE>
                                          
                                         
                                         
                                         
<TABLE>
<CAPTION>
                                         
                                                                    "UNAUDITED"
                               CTG RESOURCES, INC.                     

                 CONSOLIDATED STATEMENTS OF CASH FLOWS (Concluded)             

                             (Dollars in Thousands)                            

                                         
                                                       Three Months Ended 
                                                           March 31, 
                                                      -----------------------
   <S>                                                 <C>           <C>
                                                         1999          1998   
                                                         ----          ----   

   Schedule Reconciling Earnings to
      Cash Flows from Operations:
      Income                                           $ 12,241      $  9,727 
                                                       --------      -------- 
      Adjustments to reconcile income
         to net cash:
         Depreciation and amortization                    5,253         5,002 
         Provision for uncollectible accounts             2,357         1,651 
         Deferred income taxes, net                       5,259         3,032 
         Equity in partnership earnings                    (560)         (789)

      Change in assets and liabilities:                         
         Accounts receivable                            (15,010)      (11,947)
         Accrued utility revenue                          7,266         8,036 
         Inventories                                      7,575         5,644 
         Purchased gas costs                              8,888         4,403 
         Prepaid expenses                                   564          (327)
         Accounts payable and accrued expenses            7,480         9,480 
         Other assets/liabilities                         2,424           255 
                                                       --------      -------- 
           Total adjustments                             31,496        24,440 
                                                       --------      -------- 

      Cash flows from operations                       $ 43,737      $ 34,167 
                                                       ========      ======== 

   Supplemental Disclosures of Cash Flow
      Information:
   Cash Paid During the Period for:
      Interest (net of amount capitalized)             $    988      $  2,821 
                                                       ========      ======== 
      Income taxes/(refunds)                           $    500      $  1,808 
                                                       ========      ======== 
</TABLE>
                                         <PAGE>
<TABLE>
<CAPTION>
                                         
                                                                    "UNAUDITED"
                               CTG RESOURCES, INC.                     

                       CONSOLIDATED STATEMENTS OF CASH FLOWS                   

                              (Dollars in Thousands)                           

                                         
                                                        Six Months Ended
                                                           March 31, 
                                                     ------------------------
   <S>                                                 <C>           <C>
                                                         1999          1998   
                                                         ----          ----   

   Cash Flows from Operations                          $ 37,056      $ 23,884 
                                                       --------      -------- 

   Cash Flows for Investing Activities:
      Capital expenditures                              (10,762)       (7,181)
      Cash distributions received from                          
        investments                                         974           244 
      Other, net                                            748         2,469 
                                                       --------      -------- 
      Net cash used in investing activities              (9,040)       (4,468)
                                                       --------      -------- 
   Cash Flows from Financing Activities:
      Dividends paid                                     (4,496)       (4,357)
      Issue/(repurchase) of common
         stock, net                                           -       (52,962)
      Other stock activity, net                               1            (2)
      Issuance of long-term debt                         35,000        64,000 
      Principal retired on long-term debt                (5,022)       (4,824)
      Short-term debt                                   (32,800)      (21,500)
                                                       --------      -------- 
      Net cash used in 
         financing activities                            (7,317)      (19,645)
                                                       --------      -------- 
   Increase/(Decrease) in Cash and
      Cash Equivalents                                   20,699          (229)
   Cash and Cash Equivalents at
      Beginning of Period                                 1,264         4,458 
                                                       --------      -------- 
   Cash and Cash Equivalents at
      End of Period                                    $ 21,963      $  4,229 
                                                       ========      ======== 
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
    
    
    
    
                                                                    "UNAUDITED"
                        CTG RESOURCES, INC.                     

                 CONSOLIDATED STATEMENTS OF CASH FLOWS (Concluded)             

                              (Dollars in Thousands)                            

    
                                                        Six Months Ended
                                                           March 31, 
                                                     ------------------------
   <S>                                                 <C>           <C>
                                                         1999          1998   
                                                         ----          ----   

   Schedule Reconciling Earnings to
      Cash Flows from Operations:
      Net Income                                       $ 17,933      $ 17,850 
                                                       --------      -------- 
      Adjustments to reconcile net income
         to net cash:
         Depreciation and amortization                   10,423         9,897 
         Provision for uncollectible accounts             3,693         3,383 
         Deferred income taxes, net                       8,261         4,317 
         Equity in partnership earnings                  (1,054)       (1,663)
      Change in assets and liabilities:                         
         Accounts receivable                            (27,831)      (29,984)
         Accrued utility revenue                         (6,837)       (7,653)
         Inventories                                      6,217         8,814 
         Purchased gas costs                             11,307         5,266 
         Prepaid expenses                                 6,528         3,363 
         Accounts payable and accrued expenses            4,349         8,936 
         Other assets/liabilities                         4,067         1,358 
                                                       --------      -------- 
           Total adjustments                             19,123         6,034 
                                                       --------      -------- 

      Cash flows from operations                       $ 37,056      $ 23,884 
                                                       ========      ======== 

   Supplemental Disclosures of Cash Flow
      Information:
   Cash Paid During the Period for:
      Interest (net of amount capitalized)             $  7,625      $  6,691 
                                                       ========      ======== 
      Income taxes/(refunds)                           $    206      $  3,422 
                                                       ========      ======== 
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                    "UNAUDITED"
                               CTG RESOURCES, INC.                     

                       CONSOLIDATED STATEMENTS OF CASH FLOWS                   

                              (Dollars in Thousands)                           

    
                                                       Twelve Months Ended
                                                           March 31, 
                                                     ------------------------
   <S>                                                 <C>           <C>
                                                         1999          1998   
                                                         ----          ----   

   Cash Flows from Operations                          $ 39,821      $ 32,295 
                                                       --------      -------- 

   Cash Flows for Investing Activities:
      Capital expenditures                              (26,016)      (23,512)
      Purchase of cogeneration assets                   (17,067)            - 
      Cash distributions received from                          
        investments                                       2,199         1,805 
      Other,net                                             271         2,201 
                                                       --------      -------- 
      Net cash used in investing activities             (40,614)      (19,506)
                                                       --------      -------- 
   Cash Flows from Financing Activities:
      Dividends paid                                     (8,796)      (12,470)
      Issuance/(repurchase) of common
         stock, net                                          12       (52,494)
      Other stock activity, net                              (2)          500 
      Issuance of long-term debt                         45,600        64,000 
      Principal retired on long-term debt               (16,287)      (25,928)
      Short-term debt                                    (2,000)        6,000 
                                                       --------      -------- 
      Net cash provided/(used) by
         financing activities                            18,527       (20,392)
                                                       --------      -------- 
   Increase/(Decrease) in Cash and
      Cash Equivalents                                   17,734        (7,603)
   Cash and Cash Equivalents at
      Beginning of Period                                 4,229        11,832 
                                                       --------      -------- 
   Cash and Cash Equivalents at
      End of Period                                    $ 21,963      $  4,229 
                                                       ========      ======== 
</TABLE>
    
    <PAGE>
<TABLE>
<CAPTION>
    
    
    
                                                                    "UNAUDITED"
                        CTG RESOURCES, INC.                     

                 CONSOLIDATED STATEMENTS OF CASH FLOWS (Concluded)             

                              (Dollars in Thousands)                           

    
                                                       Twelve Months Ended
                                                           March 31, 
                                                     ------------------------
   <S>                                                 <C>           <C>
                                                         1999          1998   
                                                         ----          ----   

   Schedule Reconciling Earnings to
      Cash Flows from Operations:
      Net Income                                       $ 15,279      $ 15,520 
                                                       --------      -------- 
      Adjustments to reconcile net income
         to net cash:
         Depreciation and amortization                   20,829        18,692 
         Provision for uncollectible accounts             5,354         4,630 
         Deferred income taxes, net                      10,358           365 
         Equity in partnership earnings                  (2,662)       (3,087)
      Change in assets and liabilities:                         
         Accounts receivable                             (8,146)       (1,431)
         Accrued utility revenue                          1,651         3,439 
         Inventories                                     (2,982)       (3,406)
         Purchased gas costs                              2,967        (5,088)
         Prepaid expenses                                   361          (467)
         Accounts payable and accrued expenses           (9,410)        5,061 
         Other assets/liabilities                         6,222        (1,933)
                                                       --------      -------- 
           Total adjustments                             24,542        16,775 
                                                       --------      -------- 

      Cash flows from operations                       $ 39,821      $ 32,295 
                                                       ========      ======== 

   Supplemental Disclosures of Cash Flow
      Information:
   Cash Paid During the Period for:
      Interest (net of amount capitalized)             $ 15,156      $ 12,835 
                                                       ========      ======== 
      Income taxes                                     $  4,827      $  9,137 
                                                       ========      ======== 
    
</TABLE>
    
    
    
    
    
    <PAGE>


                                                                    "UNAUDITED"
                               CTG RESOURCES, INC.
                                         
                          NOTES TO FINANCIAL STATEMENTS
                                  March 31, 1999
                              (Thousands of Dollars)
    
    
   (1)  Adriaen's Landing

        During fiscal 1998, the Company was approached by local businesses and
        government agencies regarding the development of a stadium for the New
        England Patriots football team, along with a convention center and
        hotel and retail, recreational and housing facilities.  The
        development, known as Adriaen's Landing, is to be built on a site that
        includes the Company's headquarters, gas operations center and steam
        and chilled water production facilities.  In order to accommodate the
        development as currently planned, the Company would be required to
        relocate those facilities.  A relocation would have a significant
        impact on the Company's business and operations during the transition. 
        The Company believes that the Adriaen's Landing project would be
        beneficial to the Greater Hartford area and provides an opportunity for
        new customers to the Company.  The Company has indicated its
        willingness to relocate provided that the relocation is accomplished in
        a way that will not materially disadvantage the Company or its
        customers.
    
        The Adriaen's Landing site, including the Company's property, contains
        contaminants, some of which originated during the Company's former gas
        manufacturing activities.  The Company believes that if the development
        activities trigger the remediation of contamination on the Company's
        property, the cost of the remediation should be regarded as part of the
        project development costs.  Prior decisions of the Connecticut
        Department of Public Utility Control ("DPUC") indicate that the costs
        of remediating property that is found to have been contaminated by a
        gas utility's former gas manufacturing activities are generally
        recoverable from the utility's customers.
    
        Discussions and progress concerning the relocation of the Company's
        facilities continued during the second quarter and into the third
        quarter of fiscal 1999.  Final agreements have not yet been reached
        concerning the relocations and the funding of relocation and any
        related remediation costs.  If an agreement cannot be reached, the
        Secretary of the Office of Policy and Management of the State of
        Connecticut has the authority under recently enacted legislation to
        condemn the property on which the Company's facilities are located for
        use as a stadium.  Although the Company would be entitled to just
        compensation for the value of its properties taken, as well as certain
        relocation costs, the ultimate amount of the compensation in any such
        condemnation would be subject to court determination.

    
   (2)  Short-term Debt
    
        In February 1999, the Company renewed an expiring one-year line of
        credit to February 2000. This line of credit varies from $10,000 to
        $15,000 to meet the Company's seasonal working capital requirements.
    <PAGE>


   (3)  Long-term Incentive Plans
    
        At the Annual Shareholders' Meeting on February 23, 1999, the
        shareholders approved the CTG Resources, Inc. 1999 Stock Option Plan
        (the "Option Plan").  The Board of Directors adopted the plan in
        December 1998.  The maximum number of shares that may be issued under
        the Option Plan is 500,000.  On February 23, 1999, 73,600 options were
        granted under the Option Plan.  These options vest over three years,
        beginning after the second year following their grant.  The options are
        exercisable over ten years.  The exercise price of the options is
        $23.125.
    
        The Company follows the provisions of Statement of Financial Accounting
        Standards No.123, "Accounting for Stock Based Compensation" (S"FAS No.
        123"), which requires the measurement of the fair value of stock
        options to be included in the statement of income or that proforma
        information related to the fair value be disclosed.  The Company
        continues to account for stock based compensation under APB No. 25,
        "Accounting for Stock Issued to Employees," and elects the disclosure-
        only alternative under SFAS No. 123.

        On March 30, 1999, 6,450 performance shares were granted under the
        Company's Executive Restricted Stock Plan.  Generally, restrictions
        lapse and the shares vest on the third aniversary of the grant.


   (4)  Reclassifications
    
        Certain prior year amounts have been reclassified to conform with
        current year classifications.
    
    <PAGE>


                                                                    "UNAUDITED"
                               CTG RESOURCES, INC.
                                         
                       MANAGEMENT'S DISCUSSION AND ANALYSIS
                                  MARCH 31, 1999
               (Dollars in Thousands Except for Per Share Amounts)
      

   CTG Resources, Inc. ("the Company" or "CTG") is a holding company and parent
   of the Connecticut Natural Gas Corporation ("CNG") and The Energy Network,
   Inc. ("TEN").  CNG is an energy provider engaged in the regulated
   distribution, sale and transportation of natural gas.  TEN holds and
   operates, through divisions or wholly-owned subsidiaries, CTG's unregulated,
   diversified businesses which are primarily engaged in district heating and
   cooling and also include the Company's equity investments in two
   partnerships, one of which is the Iroquois Gas Transmission System
   ("Iroquois").
     

   RESULTS OF OPERATIONS
    
   Consolidated earnings per share were $1.41 for the quarter, $2.07 for the
   six months and $1.76 for the twelve months ended March 31, 1999, compared to
   $1.12 for the quarter, $1.96 for the six months and $1.57 for the twelve
   months ended March 31, 1998.  The increase in earnings per share between
   fiscal 1999 and fiscal 1998 include benefits of $.10 in the six months ended
   March 1999 and $.20 in the twelve months ended March 1999 as a result of the
   lower weighted average shares outstanding because of the October 1997
   repurchase of common stock.  Otherwise, changes in winter heating season
   weather from year to year had the greatest impact to earnings.
     
   Operating Margin
    
   The following table presents the changes in gas revenues, gas operating
   margin, heating degree days (a measure of weather) and gas deliveries for
   all periods reported in the statements of income:

<TABLE>
<CAPTION>
                          Three Months Ended  Six Months Ended  Twelve Months Ended
                               March 31,          March 31,          March 31,
   <S>                    <C>       <C>      <C>       <C>      <C>       <C>
                            1999      1998     1999      1998     1999      1998   
                          --------  -------- --------  -------- --------  -------- 
   Gas Revenues           $106,426  $ 99,447 $183,481  $187,074 $258,853  $266,904 
                          ========  ======== ========  ======== ========  ======== 
   Gas Operating Margin   $ 45,665  $ 42,704 $ 77,381  $ 77,424 $109,198  $110,385 
                          ========  ======== ========  ======== ========  ======== 
   Heating Degree Days       2,948     2,587    4,908     4,856    5,595     5,837 
                             =====     =====    =====     =====    =====     ===== 
   Commodity and
      Transportation
      Volumes(mmcf):
      Firm Gas Sales         9,504     8,809   15,457    16,051   19,984    21,372 
      Interruptible Gas
        Sales                2,564     2,849    5,146     5,757    8,466     9,638 
      Off-System Gas
        Sales                3,993     3,394    7,899     5,557   13,802    10,219 
      Transportation
        Services             1,832     1,142    3,113     2,244    5,245     4,081 
                            ------    ------   ------    ------   ------    ------ 
         Total              17,893    16,194   31,615    29,609   47,497    45,310 
                            ======    ======   ======    ======   ======    ====== <PAGE>
</TABLE>

    
   Gas operating margin is equal to gas revenues less the cost of gas and
   Connecticut gross revenues tax.  Between the comparable quarters colder
   weather during the winter heating season resulted in higher sales to firm
   customers and is the principal reason for the higher gas operating margin. 
   Weather was only slightly cooler between the comparable six months ended
   periods and the benefits of marginally higher sales were offset by lower
   interruptible margins which were the result of lower flexible energy price-
   sensitive tariffs.  The twelve months ended comparable periods continue to
   show the effects of warmer weather, partially offset by higher interruptible
   margins because of lower gas costs.

   The Company continues to add firm heating customers from year to year.  Firm
   sales historically follow variations in winter weather.  Interruptible sales
   were lower throughout fiscal 1999.  Off-system sales have been higher in
   fiscal 1999 and have increased the contribution to operating margin.  Some
   commercial and industrial customers have migrated to transportation rates. 
   This should not impact operating margin, because transportation tariffs are
   designed to earn the same margin as the sales and delivery of natural gas.
    
    
   Weather Stabilization Program

   In September 1998, CNG purchased an insurance product for the winter heating
   season (November through March).  The program was designed to reduce the
   effects of abnormal winter weather on earnings.  This program helps to
   offset lost margins and thus provides the Company with additional earnings
   in the event of significantly warmer winter weather in return for an
   insurance premium which increases in the event of significantly colder
   winter weather.  In the first six months of fiscal 1999 the Company realized
   a net benefit from this program of approximately $671, net of income taxes,
   equivalent to $.08 per share.
    
    
   Operations and Maintenance Expenses
    
   Overall, lower operations and maintenance ("O&M") expenses were recorded for
   all periods ended March 31, 1999 as compared to 1998.  Fiscal 1999 O&M
   expenses reflect the benefit of the weather stabilization insurance program
   described above.  In the first quarter of fiscal 1999 the Company began to
   record operating expenses for a cogeneration plant which was purchased by
   TEN in June 1998, subsequently repowered, and brought on line in December
   1998 to serve a large local hospital complex (See Earnings from Diversified
   Operations, below).  These additional new expenses have been more than
   offset by a net decrease in O&M expenses in all periods, including benefits
   from additional customer service fees.

   Between the comparable three months and six months ended March 31, 1999 and
   1998, lower costs have been incurred for employee benefits and pension
   related expenses,  computer-related services and corporate insurance. 
   Higher expenses were recorded for compensation, amortized expenses related
   to regulatory proceedings, other outside purchased services and bad debts.
    
   In the twelve months ended March 31, 1999, as compared to the twelve months
   ended March 31, 1998, lower expenses have been recorded for corporate
   insurance, workers' compensation insurance, employee benefits and pension
   expenses, other outside purchased services and bad debts.  Increases in
   expenses were recorded in the area of compensation.<PAGE>


   Pension costs reflect a reduction in expenses because of favorable plan
   performance and changes in actuarial assumptions in the plans.  Workers'
   compensation insurance costs have declined because of lower actual and
   projected claims realized as a result of the Company's aggressive management
   of claims.  Variations in levels of bad debt expenses typically relate to
   customers' natural gas bills and actual collection levels.  Compensation
   expenses reflect increases in wages and salaries as well as higher payments
   made related to incentive awards and commissions.  Changes in levels of
   expenses for other outside purchased services primarily reflect costs
   incurred for legal, financial and communications services.

    
   Income Taxes
    
   Overall, the effective tax rate has remained relatively consistent between
   the six months ended March 31, 1999 and March 31, 1998.
    
    
   Other Income/(Deductions)
    
   Other Income was recorded for all periods in fiscal 1999, as compared to
   Other Deductions for all periods in fiscal 1998.  All fiscal 1998 periods
   included costs related to the closing of certain diversified operations. 
   The absence of these expenses in fiscal 1999 is the primary reason for the
   change to Other Income in all periods.  Fiscal 1999 Other Income also
   reflects higher income from merchandising operations and from the investment
   of trust funds and lower costs for life insurance premiums, partially offset
   by higher promotional and advertising expenses.

    
   Interest and Debt Expense
    
   Higher interest and debt expense has been recorded in fiscal 1999 primarily
   because of additional long-term debt issued during the first quarter of both
   fiscal 1999 and fiscal 1998.
    
    
   Earnings from Diversified Businesses
    
   TEN, the subsidiary that owns and operates the Company's diversified,
   unregulated businesses, recorded earnings per share of $.07 for the quarter
   ended March 1999 as compared to a loss per share of $(.06) for the quarter
   ended March 1998.  TEN earned $.05 per share in the six months ended March
   1999, as compared to no earnings for the six months ended March 1998. 
   Between the comparable twelve months ended March 31, TEN recorded earnings
   of $.13 in 1999 and $.17 in 1998.  The three months ended March 1998
   includes a loss of $(.07) and the six and twelve months ended March 1998
   include a loss of $(.10) from charges to income related to the wind down of
   certain unregulated gas marketing operations.
    
   TEN's fiscal 1999 results reflect new sales of electricity and steam from
   TEN's new cogeneration facility at Hartford Hospital which, came on line in
   December 1998.  Earnings also show the benefits of higher chilled water
   sales and lower energy and production costs for district heating and
   cooling.  Lower sales of hot water for heating, primarily because of the
   warmer weather in the earlier winter months, and costs related to new
   business development activities partially offset these benefits to earnings. 
   TEN continues to review its pricing structure so that it meets current
   market demands as deregulation and changes in energy costs move forward.<PAGE>


   TEN's earnings from its equity interest in two partnerships are lower in
   fiscal 1999.  The majority of these earnings are from Iroquois, and in
   August 1998 Iroquois' approved tariffs allowed by the Federal Energy
   Regulatory Commission were reduced, resulting in lower income.

    
    
   MATERIAL CHANGES IN FINANCIAL CONDITION
    
   Cash Flows
    
   Cash flows from operations are generally strong during the second quarter of
   the fiscal year.  The Company makes most of its sales for the fiscal year
   during the winter heating season, and March is usually the last full month
   in this season.  By the end of this quarter, the Company usually has little
   or no short-term borrowings outstanding and often has cash invested in
   short-term instruments.
    
   Cash flows from operations satisfied the Company's cash requirements for
   working capital, dividend payments, long-term debt principal payments and
   construction expenditures in the quarters ending March 31, 1999 and 1998,
   and in the six and twelve months ended March 31, 1999.  Available cash on
   hand supplemented cash flows from operations to satisfy these requirements
   in the six and twelve months ended March 31, 1998.

   Proceeds from long-term debt issued in the first quarter of fiscal 1999 were
   used to refinance short-term debt.  Long-term debt issued in the first
   quarter of fiscal 1998 was used to finance a stock repurchase and to retire
   existing short-term debt.
    
    
   Financing Activities

   In February 1999, the Company renewed an expiring one-year line of credit to
   February 2000. This line of credit varies from $10,000 to $15,000 to meet
   the Company's seasonal working capital requirements.
    

   Market Risk

   The Company's exposure to market risk comes primarily from changing natural
   gas prices.  All of the Company's gas sales are designed to fully recover
   the Company's cost of gas.  The Company passes on to its firm customers
   changes in gas costs from those reflected in its tariffs under purchased gas
   adjustment provisions allowed by the Connecticut Department of Public
   Utility Control ("DPUC").  Interruptible and off-system sales are priced
   competitively at not less than the Company's cost of gas associated with
   those sales plus applicable taxes and margin.  Some interruptible and off-
   system sales are made under fixed price sales contracts.  For such sales the
   Company secures its margin and protects against potential losses that could
   be caused by changes in gas prices by buying and storing natural gas for
   these contracts at a fixed price at the beginning of the contract period. 
   Transportation services are also delivered at cost-based rates.

   All but one issue of the Company's long-term debt are at fixed rates of
   interest.  The $10,600 of Industrial Revenue Variable Rate Demand Bonds
   issued by TEN in October 1998 are at a variable rate of interest, which is
   set weekly.<PAGE>


   Adriaen's Landing
    
   During fiscal 1998, the Company was approached by local businesses and
   government agencies regarding the development of a stadium for the New
   England Patriots football team, along with a convention center and hotel and
   retail, recreational and housing facilities.  The development, known as
   Adriaen's Landing, is to be built on a site that includes the Company's
   headquarters, gas operations center and steam and chilled water production
   facilities.  In order to accommodate the development as currently planned,
   the Company would be required to relocate those facilities.  A relocation
   would have a significant impact on the Company's business and operations
   during the transition.  The Company believes that the Adriaen's Landing
   project would be beneficial to the Greater Hartford area and provides an
   opportunity for new customers to the Company.  The Company has indicated its
   willingness to relocate provided that the relocation is accomplished in a
   way that will not materially disadvantage the Company or its customers.
    
   The Adriaen's Landing site, including the Company's property, contains
   contaminants, some of which originated during the Company's former gas
   manufacturing activities.  The Company believes that if the development
   activities trigger the remediation of contamination on the Company's
   property, the cost of the remediation should be regarded as part of the
   project development costs.  Prior decisions of the DPUC indicate that the
   costs of remediating property that is found to have been contaminated by a
   gas utility's former gas manufacturing activities are generally recoverable
   from the utility's customers.
    
   Discussions and progress concerning the relocation of the Company's
   facilities continued during the second quarter and into the third quarter of
   fiscal 1999.  Final agreements have not yet been reached concerning the
   relocations and the funding of relocation and any related remediation costs. 
   If an agreement cannot be reached, the Secretary of the Office of Policy and
   Management of the State of Connecticut has the authority under recently
   enacted legislation to condemn the property on which the Company's
   facilities are located for use as a stadium.  Although the Company would be
   entitled to just compensation for the value of its properties taken, as well
   as certain relocation costs, the ultimate amount of the compensation in any
   such condemnation would be subject to court determination.


   Offer to Purchase Certain District Heating and Cooling Assets
    
   In February 1999, the Company received an unsolicited offer from the
   Connecticut Resources Recovery Authority ("CRRA") to purchase certain of the
   Company's district heating and cooling ("DHC") assets.  The Company reviewed
   the proposal and determined that the offer was not in the best interests of
   customers and shareholders.  In connection with the Adriaen's Landing matter
   discussed above, discussions are ongoing with CRRA for a steam supply
   agreement and relocation of the chilled water production facilities.


   Regulatory Matters
    
   In a series of regulatory proceedings held since 1995 the DPUC has steadily
   advanced natural gas deregulation in the state.  The DPUC, in consultation
   with the Connecticut legislature and industry stakeholders, now appears
   poised to embark on the issues surrounding residential natural gas choice. 
   The DPUC has asked Connecticut Local Natural Gas Distribution Companies
   ("LDCs") to file information for the purpose of examining costs and
   developing appropriate natural gas sales and delivery rates for residential<PAGE>


   customers, to ensure that customers pay only for those services that they
   use.  Once the DPUC conludes generic proceedings it is expected to reopen
   each LDC's rate case to apply its findings.
    
   CNG is currently examining its rate structure in this new context, to
   determine its future applicability in an unbundled environment where sales
   and delivery services may be purchased separately by all customers.
    
   CNG's last rate decision from the DPUC regarding base rates for natural gas
   service was issued in October 1995.  By State statute, CNG will be required
   to undergo a financial review with the DPUC commencing in October 1999.  The
   Company will continue to monitor its financial and operational position to
   determine when and if base rate relief is warranted.  The Company may also
   choose the rate case forum to accomplish a base rate design consistent with
   its cost of service and unbundling goals.


   Energy Contract Buyouts

   TEN is a 50% partner in Downtown Cogeneration Associates ("DCA"), a single
   purpose entity operating a 4.1 megawatt dual-fuel gas turbine generator
   which supplies electricity to a local electric utility under an Energy
   Purchase Agreement ("EPA") and steam to TEN's wholly-owned DHC subsidiary,
   The Hartford Steam Company ("HSC") under a Steam Supply Agreement ("SSA"). 
   Currently, the electric utility and HSC are able to obtain energy at a lower
   cost than that which they pay under these agreements.  For this reason, the
   electric utility and HSC have offered to buy out of their contracts with
   DCA.  In March 1999, TEN and its partners in the DCA agreed to terminate
   both the EPA and SSA and negotiated terms for the buy out of each of these
   agreements, subject to DPUC approval for the electric utility. HSC's buy out
   of the SSA is estimated at $5,400.
    
   The termination of the EPA and the SSA with DCA will occur upon the receipt
   of all necessary approvals for the electric utility.  This is expected
   sometime in the year 2000.  Until then the DCA plant will continue to
   produce and sell steam and electricity under the SSA and EPA.  The
   termination of the SSA by HSC should benefit HSC and its customers by lower
   future production costs.

     
   YEAR 2000 READINESS

   CTG 's Year 2000 Readiness

   CTG has been preparing for Year 2000 ("Y2k") issues for a number of years.
   In 1989, CTG started the implementation of a Long-Range Information Systems
   Plan that addressed the replacement or redevelopment of all key CTG
   applications. All systems replaced or redeveloped since 1989 were required
   to be Y2k ready.  In January 1998, a task force was organized to address all
   Y2k issues throughout CTG operations. The task force, headed by a Y2k
   compliance officer, is comprised of individuals from every business unit
   within CTG and is charged with assembling an inventory of date impacted
   systems, identifying critical vendors and customers for readiness,
   prioritizing systems that are not ready, identifying critical dates for
   readiness, developing and executing test plans for all critical high
   priority application programs and embedded technology, developing
   contingency plans for vendors and systems that are not ready, and certifying
   that all systems and critical vendors are ready.  All of the above-noted
   activities of the task force, with the exception of developing contingency
   plans and the system testing and certification phases, were completed during<PAGE>


   the last quarter of calendar year 1998. Initial contingency plans were
   completed during the first quarter of calendar 1999. These contingency plans
   will be updated throughout 1999 as needed. The testing and certification of
   systems and critical vendors will be completed during the remaining months
   of calendar 1999.

   CTG has five systems that are not ready at this time (Payroll/HR, Computer
   Aided Dispatch, Supervision Control and Data Acquisition, Remote Meter
   Reading, and TEN's financial system).  Through the normal replacement
   schedule, these systems will be Y2k ready by calendar year-end 1999.

   In April 1998, a letter and survey were sent to CTG's vendors requesting a
   status of their Y2k efforts. In September 1998, a second letter and survey
   were sent to vendors who did not respond. For all critical vendors that do
   not respond or are not Y2k ready by the critical dates identified, CTG will
   make arrangements for alternate suppliers and service providers. This
   process will continue to take place throughout 1999. Parts and materials
   which are critical to CTG's operations will be acquired from vendors in
   adequate quantities and inventoried prior to the end of 1999.

   Although not all vendors have returned surveys, no third parties with which
   CTG has significant business relationships have disclosed problems which
   would indicate the potential for business interruptions.
    
   During the quarter ending March 31, 1999, the Company received the results
   of reviews of its Y2k readiness by an outside legal firm and an outside
   consultant.  The Company has integrated the recommendations received from
   these reports into its Y2k readiness plan.


   Costs to Address CTG's Year 2000 Issues

   CTG does not forsee incurring significant incremental costs, nor has it
   incurred significant outside consulting costs, relating to the Y2k issue. In
   accordance with the aforementioned Long-Range Information Systems Plan, CTG
   has been replacing or redeveloping its major computer applications over the
   past decade.


   Risks of CTG's Year 2000 Issues

   CTG's current schedule is subject to change, depending on developments that
   may arise through unforeseen business circumstances and through the
   remediation and testing phases of its Y2k readiness effort. CTG also depends
   upon third parties, including customers, suppliers, government agencies and
   financial institutions, to reliably deliver products and services. Although
   CTG has not received responses from all third parties, CTG has not
   identified any known Y2k-related event, trend, demand, commitment, or
   uncertainty which would likely have a material effect on CTG's business,
   results of operations, liquidity, capital resources or financial condition.
   CTG has canvassed its critical vendors and no such vendor has indicated it
   will not be ready for the Y2k. CTG has assigned critical dates for vendors
   to show readiness throughout 1999. If a vendor does not show readiness by a
   specific date, CTG will either find a replacement vendor or develop a work-
   around. 

   Based on the current schedule for completion of Y2k tasks, CTG believes its
   planning is adequate to secure Y2k readiness of critical systems and
   operations. CTG is not able to predict all the factors that could cause
   actual results to differ materially from its current expectations regarding<PAGE>


   its Y2k readiness. However, if CTG and/or third parties with which CTG has a
   significant business relationship fail to achieve Y2k readiness with respect
   to critical systems or operations, there could be a material adverse effect
   on CTG's results of operations and financial position.

     
   CTG's Contingency Plans

   CTG's contingency plans include selecting alternate vendors that are Y2k
   ready, using back-up systems which do not rely on computers, and obtaining
   and stocking critical parts and materials. Critical dates for readiness have
   been established for systems and vendors utilized throughout CTG. These
   critical dates have been established in order to allow sufficient time for
   CTG to either remediate any date-sensitive features in existing computer
   software and applications critical to CTG's business or to acquire services
   and products from alternate providers which are Y2k ready. Contingency
   planning is an ongoing process and will continue throughout 1999.

    
   SUBSEQUENT EVENTS

   District Heating and Cooling Expansion
    
   On April 6, 1999, TEN executed a twenty-five year agreement with the City of
   Hartford to supply hot and chilled water to several facilities referred to
   collectively as The Learning Corridor.  Energy to serve these customers will
   be produced at TEN's cogeneration facility located at Hartford Hospital. 
   Construction of necessary pipeline and other facilities is scheduled to
   begin in the third quarter of fiscal 1999, and service to The Learning
   Corridor is expected to begin in early 2000.  The cost of this expansion of
   TEN's DHC system is estimated to be approximately $4,000 to $6,000, to be
   expended between fiscal 1999 and 2000.  Approximately $3,000 was included in
   the total projected DHC system expansion costs for fiscal 1999 reported in
   the Company's Form 10-K for the fiscal year ended September 30, 1998.
    

   FORWARD LOOKING INFORMATION
    
   This report and other Company reports, including filings with the Securities
   and Exchange Commission, press releases and oral statements, contain forward
   looking statements.  Such statements include but are not limited to
   disclosures about Adriaen's Landing, future Operating Margin, the Weather
   Stabilization Program, changes in Operating and Maintenance expenses, Income
   Taxes, Market Risk, Year 2000 Compliance, Energy Contract Buyouts and the
   District Heating and Cooling Expansion.
    
   Forward looking statements are made based upon management's expectations and
   beliefs concerning future developments and their potential effect upon the
   Company.  The Company cautions that, while it believes such statements to be
   reasonable and makes them in good faith, actual results almost always vary
   from expectations, and the differences between assumed facts or basis and
   actual results can be material, depending upon the circumstances.  Investors
   should be aware of important factors that could have a material impact on
   future results.  These factors include, but are not limited to, weather, the
   regulatory environment, legislative and judicial developments which affect
   the Company or significant groups of its customers, economic conditions in
   the Company's service territory, fluctuations in energy-related commodity
   prices, customer conservation efforts, financial market conditions, interest
   rate fluctuations, customers' preferences, unforeseen competition, and other
   uncertainties, all of which are difficult to predict and beyond the control
   of the Company.<PAGE>


   PART II - OTHER INFORMATION 
    
   Item 4.  Submission of Matters to a Vote of Security Holders
   ------------------------------------------------------------
    
   (a)  The 1999 Annual Meeting of CTG Resources, Inc. ("CTG") was held on
        February 23, 1999.
     

   (b)  Not required.
    
    
   (c)
        (1)  The following members were elected to the Board of Directors:
    

                                      Common Shares
                                      -------------
             Bessye W. Bennett
             -----------------
                  For                   6,902,359
                  Withheld                155,154
    
             Beverly L. Hamilton
             -------------------
                  For                   6,914,802
                  Withheld                142,711
    
             Harvey S. Levenson
             ------------------
                  For                   6,920,597
                  Withheld                136,916                
     
    
        (2)  The shareholders were asked to vote on a proposal to approve the
             CTG Resources, Inc. 1999 Stock Option Plan.  The CTG Resources,
             Inc. 1999 Stock Option Plan was approved by the shareholders.

             The Vote on this matter was:

                                 Common Shares
                                 -------------
             For                   4,568,674
             Against                 952,412
             Abstain                 215,728               
             "No" Vote             1,320,699

         <PAGE>


        Part II, Item 4. (c) (continued) 
    
        (3)  The shareholders were asked to vote on a proposal to ratify the
             appointment of Arthur Andersen LLP to audit the books and records
             of the Company for the fiscal year ending September 30, 1999. 
    
             The Vote on this matter was:

                                 Common Shares
                                 -------------
             For                   6,808,887
             Against                 171,612               
             Abstain                  77,014               
    
    
        The total number of shares of CTG Common Stock, $3.125 par value,
        outstanding as of December 18, 1998, the Record Date, were 8,648,029.
    
    
   (d)  Not Applicable
    
    
    
   Item 6.  Exhibits and Reports on Form 8-K
   -----------------------------------------
   (a)  Exhibits
    
        99(1)       Exhibit Index
    
        10(131)     Fifth Amendment to the Connecticut Natural Gas Corporation
                    Officers' Retirement Plan and Deferred Compensation Plan
                    Trust Agreement, by and between Connecticut Natural Gas
                    Corporation and Fleet National Bank, dated February 26,
                    1999

        10(132)     Connecticut Natural Gas Corporation Deferred Compensation
                    Plan, dated February 26, 1999

        10(133)     First Amendment to Connecticut Natural Gas Corporation
                    Deferred Compensation Plan, dated March 1, 1999

        10(134)     Connecticut Natural Gas Corporation Deferred Compensation
                    Plan Trust Agreement, between Connecticut Natural Gas
                    Corporation and Putnam Fiduciary Trust Company, dated March
                    1, 1999

        10(135)     First Amendment to Connecticut Natural Gas Corporation
                    Deferred Compensation Trust Agreement, between Connecticut
                    Natural Gas Corporation and Putnam Fiduciary Trust Company,
                    dated March 1, 1999

        27          Financial Data Schedule
    
    
   (b)  No reports on Form 8-K were filed during the quarter ending March 31,
        1999.         <PAGE>


    
    
    
    
    
    
    
    
    
    
    
                                     SIGNATURE                                 

    
    
    
    
   Pursuant  to  the  requirements of the Securities Exchange Act of 1934,  the

   registrant has duly caused this report to be signed on  its  behalf  by  the

   undersigned thereunto duly authorized.
    
    
                                            CTG RESOURCES, INC. 
    
    
    
    
   Date    04/30/99                     By:   S/ Andrew H. Johnson     
       --------------------                 -----------------------------------
                                                    (Andrew H. Johnson)
                                         Treasurer and Chief Accounting Officer
                                                                               
    
                                            (On behalf of the registrant and as
                                                  Chief Accounting Officer)    
    
    
    
    
    
    
    
    
    
    
    
    
    
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