[Exhibit 10fff to Colonial Gas Company Form 10-Q for the period 
                    ended March 31, 1994]


                            AMENDMENT

     COLONIAL GAS COMPANY ("Colonial"), successor in interest to
Lowell Gas Company ("LGC") and Cape Cod Gas Company ("CCGC"), and
CHARLES O. SWANSON, II a.k.a. C.O. Swanson (hereinafter,
"Employee") hereby agree to amend further that certain Agreement
dated March 28, 1978 between LGC, CCGC and Employee (the "1978
Supplemental Retirement Agreement") which was previously amended
by Agreement dated December 29, 1981 (the "1981 Amendment
Agreement") by adding the following at the end of Section 3 of
the 1981 Amendment Agreement:

     So long as Employee retires after April 1, 1994, or in
     the event at any time he becomes disabled (meaning a
     medical disability or physical impairment renders him
     unable to perform his duties), the computation of
     retirement benefits in A) and B) above shall be done
     using the greater of (i) Employee's actual number of
     years of service with Colonial (and any predecessors in
     interest such as Lowell Gas Company and Cape Cod
     Company), (ii) the number of years of service Employee
     would have had with Colonial (and any predecessors in
     interest such as Lowell Gas Company and Cape Cod Gas
     Company) at age 65 if Employee retires before age 65,
     or (iii) 25 years.  In addition, with respect to the
     computation in B) above, the pensionable compensation
     cap under Section 401(a)(17) of the Internal Revenue
     Code shall be disregarded.  The provisions of this
     Section 3 shall be for computation purposes only, and
     shall in no way affect the pension benefits actually
     payable from the Colonial Gas Company Retirement Plan
     (which is hereby acknowledged and confirmed as the
     successor to the Colonial Pension Plan).

     The remainder of the 1978 Supplemental Retirement Agreement,
as amended by the 1981 Amendment Agreement, shall not in any way
be affected by this Amendment and is hereby ratified and
confirmed.

     IN WITNESS WHEREOF, Colonial (intending to bind itself and
its successors and assigns) and Employee, hereto set their hands
and seals this 24th day of March, 1994.




COLONIAL GAS COMPANY               EMPLOYEE
  
F.L. Putnam, Jr.                  Charles O. Swanson II              
Chairman & Chief Executive
Officer


[End of Exhibit 10fff to Colonial Gas Company Form 10-Q for the
             period ended March 31, 1994]