[10-K COVER PAGE] 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, 1996 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 of (I.R.S. Employer 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) 322-3000 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) 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 February 28, 1997 was $179,271,162. The number of shares of the registrant's common stock outstanding as of February 28, 1997 was 8,536,722. [END OF 10-K COVER PAGE] SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) 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. 	COLONIAL GAS COMPANY		 Date By s/F.L. Putnam March 25, 1997 F.L. Putnam, Jr., Chairman of the Board of Directors Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date s/F.L. Putnam, Jr. Senior Executive Officer, 	 March 25, 1997 F.L. Putnam, Jr. Director s/Nickolas Stavropoulos Executive Vice President - March 25, 1997 Nickolas Stavropoulos Finance, Marketing and Chief Financial Officer,Director 			 (Principal Financial Officer) s/D.W. Carroll Vice President and Treasurer March 25, 1997 D.W. Carroll (Principal Accounting Officer) s/V.W. Baur Director March 25, 1997 V.W. Baur s/J.P. Harrington Director March 25, 1997 J.P. Harrington s/H.C. Homeyer Director March 25, 1997 H.C. Homeyer s/R.L. Hull Director March 25, 1997 R.L. Hull s/D.H. LeVan, Jr. Director March 25, 1997 D.H. LeVan, Jr. s/F.L. Putnam, III President and Chief March 25, 1997 F.L. Putnam, III Executive Officer, Director s/J.F. Reilly, Jr. Director March 25, 1997 J.F. Reilly, Jr. s/A.B. Sides, Jr. Director March 25, 1997 A.B. Sides, Jr. s/M.M. Stapleton Director March 25, 1997 M.M. Stapleton s/C.O. Swanson Director March 25, 1997 C.O. Swanson [END OF SIGNATURES] COLONIAL GAS COMPANY HEREBY AMENDS THE FOLLOWING ITEMS, FINANCIAL STATEMENTS, EXHIBITS OR OTHER PORTIONS OF ITS ANNUAL REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996 ON FORM 10-K: EXHIBIT 27 FINANCIAL DATA SCHEDULE UT (SAME AS ORIGINALLY SUBMITTED EXCEPT IDENTIFICATION "TAGS" NOW INCLUDED)