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


__x__   Quarterly Report Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

       For the quarterly period ended September 30, 1997

                             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: (978) 322-3000


Former name, former address and former fiscal year, if
changed since last report:  Not applicable

  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


  The number of shares of the registrant's common stock, $3.33
par value, outstanding as of November 1, 1997 was 8,653,666.

                  [END OF 10-Q COVER PAGE]


                         SIGNATURES




  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.
  
                                  COLONIAL GAS COMPANY
                                  (Registrant)


Date:  November 12, 1997        s/F.L. Putnam III
                                  F.L. Putnam III
                                  President and Chief Executive Officer


Date:  November 12, 1997        s/Nickolas Stavropoulos
                                  Nickolas Stavropoulos
                                  Executive Vice President - Finance, 
                                  Marketing and Chief Financial Officer

                         [END OF SIGNATURES]


COLONIAL GAS COMPANY HEREBY AMENDS THE FOLLOWING ITEMS, FINANCIAL 
STATEMENT OR OTHER PORTIONS OF ITS QUARTERLY REPORT ON FORM 10-Q FOR
THE PERIOD ENDING SEPTEMBER 30, 1997:

Exhibit

4e	        Revolving Credit Agreement for Colonial Gas Company
	          dated as of September 12, 1997, with Fleet National
	          Bank as Agent for designated Banks

4f	        Revolving Credit Agreement for Massachusetts Fuel
	          Inventory Trust, dated as of September 12, 1997,
	          with Fleet National Bank as Agent for designated
	          Banks

4h	        Security Agreement and Assignment of Contracts dated
	          as of September 12, 1997, made by Massachusetts
	          Fuel Inventory Trust in favor of Fleet National 
	          Bank as Agent for designated Banks

The above-referenced Exhibits which were listed but not included
with  the Form 10-Q Report filed on November 13, 1997, are hereby being 
filed with this Form 10-Q/A.