SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C. 20549


                         Form 10-K/A

                       AMENDMENT NO. 2


               AMENDMENT TO APPLICATION OR REPORT
          Filed pursuant to Section 12, 13, or 15(d) of
               THE SECURITIES EXCHANGE ACT OF 1934


                    YANKEE ENERGY SYSTEM, INC.
          -------------------------------------------------
          (Exact name of registrant as specified in charter)


     The undersigned registrant hereby amends the following
items, financial statements, exhibits, or other portions of its
annual report on Form 10-K for the fiscal year ended September
30, 1994:

     Cover page
     Exhibit 13

     Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this amendment to be
signed on its behalf by the undersigned, thereunto duly
authorized.


                                   YANKEE ENERGY SYSTEM, INC.
                                   ---------------------------
                                        (Registrant)


                                   By:  /s/ Mary J. Healey
                                      ----------------------
                                        (Signature)
                                   Secretary and Assistant
                                   General Counsel




Date:     May 16, 1995







     The Company's cover page to its Form 10-K filed on December
19, 1994 inadvertently listed the Company's securities registered
pursuant to Section 12(g) of the Act.  The Company's securities
are registered pursuant to Section 12(b) of the Act.  The Company
files herewith an amended 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 SECURI-
TIES EXCHANGE ACT OF 1934

For the fiscal year ended     September 30, 1994
                        ------------------------

                             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  0-17605
                        -------

                   Yankee Energy System, Inc.
- -----------------------------------------------------------------
    (Exact name of registrant as specified in its charter)


    Connecticut                                  06-1236430
- -----------------------------------------------------------------
(State or other jurisdiction of             (I.R.S. Employer
incorporation or organization               Identification No.)


    599 Research Parkway, Meriden, CT            06450-1030
- -----------------------------------------------------------------
    Address of principal executive offices)      (Zip Code)


Registrant's telephone number, including area code (203) 639-4000
                                                 ---------------
Securities registered pursuant to Section 12(b) of the Act:

                                  Name of each exchange
Title of each class               on which registered
- -------------------               ---------------------

Common Stock, Par Value
$5 Per Share, and Common
Share Purchase Rights              New York Stock Exchange
- -----------------------------------------------------------------


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

                              None
- -----------------------------------------------------------------
                        (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 (Sections 229,405 of this
chapter)is not contained herein, and will not be contained, to
the bestof 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 at December 16, 1994 was
$216,041,343.00 based on the closing price of $21.00 per share. 
On December 16, 1994, the Company had 10,287,683 shares of common
stock outstanding.

Documents Incorporated by Reference
Part of Form 10-K

Annual Report to Shareholders for the Fiscal Year Ended September
30, 1994
Parts I and II
Proxy Statement For Its Annual Meeting to be Held on February 24,
1995
Part III




Exhibit 13


     The Company inadvertently omitted the inside back cover page
of Exhibit 13 to its Form 10-K filed on December 19, 1994.  The
Company files herewith an amended Exhibit 13.