[COVER PAGE TO FORM 10-K/A]

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                                
                                
                                
                                
                             FORM 10-K/A



                     AMENDMENT TO 10-K REPORT
          Filed Pursuant to Section 13 or 15 (d) of
               THE SECURITIES EXCHANGE ACT OF 1934



                      COLONIAL GAS COMPANY
     (Exact name of registrant as specified in its charter)


                         AMENDMENT NO. 1


  The undersigned registrant hereby amends the following items,
financial statements, exhibits or other portions of its Annual
Report for the fiscal year ended December 31, 1993 on Form 10-K
as set forth in the pages attached hereto:

  Cover Page   -   (which now lists "Junior Participating
                    Preferred Stock Purchase Rights" as "Securities
                    Registered Pursuant to Section 12(g) of the Act"
                    in addition to "Common Stock, $3.33 par value")  
  Exhibit 24b  -   Consent of Independent Certified Public
                     Accountants
  Exhibit 28a  -   Form 11-K for Colonial Gas Company Savings Plan
  Exhibit 28b  -   Form 11-K for Cape Cod Division of Colonial Gas
                     Company Savings Plan for Local 13507 United 
                     Steelworkers of America AFL-CIO-CLC
  Exhibit 28c  -   Form 11-K for Lowell Division of Colonial Gas
                    Company Savings Plan for Local 12008 United 
                    Steelworkers of America AFL-CIO-CLC



                                   COLONIAL GAS COMPANY
                                        (Registrant)


Date: April 28, 1994
                              By: Nickolas Stavropoulos
                                  Vice President and Chief
                                  Financial Officer

              [END OF COVER PAGE TO FORM 10-K/A]

		[AMENDED COVER PAGE TO FORM 10-K]

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                                
                            FORM 10-K

X    Annual Report Pursuant to Section 13 or 15(d) of the
     Securities Exchange Act of 1934

     For the fiscal year ended December 31, 1993

                               OR

     Transition Report Pursuant to Section 13 or 15(d) of the
     Securities Exchange Act of 1934

     For the transition period from               to

     COMMISSION FILE NUMBER  0-10007

                      COLONIAL GAS COMPANY
     (Exact name of registrant as specified in its charter)

                  Massachusetts                    04-1558100
           (State or other jurisdiction          (I.R.S. Employer
         of incorporation or organization)     Identification Number)
  
        40 Market Street, Lowell, Massachusetts      01852
       (Address of principal executive offices)    (Zip Code)

Registrant's telephone number, including area code: (508) 458-3171

Securities registered pursuant to Section 12(b) of the Act:  NONE

Securities registered pursuant to Section 12(g) of the Act:

                         Common Stock, $3.33 par value
                              (Title of Class)
			
	Junior Participating Preferred Stock Purchase Rights
			      (Title of Class)		

Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
                    Yes  X     No

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K.

The aggregate market value of the voting stock held by non-
affiliates of the registrant as of March 1, 1994 was
$189,122,548.

The number of shares of the registrant's common stock
outstanding as of March 1, 1994 was 8,047,768.

               DOCUMENTS INCORPORATED BY REFERENCE

Portions of the annual report to stockholders for the year
ended December 31, 1993 are incorporated by reference into Part
II and Part IV. Portions of the proxy statement for the 1994
annual meeting of stockholders are incorporated by reference into
Part III.

            [END OF AMENDED COVER PAGE TO FORM 10-K]