EXHIBIT 23.2
                                                             ------------


                            Accountants' Consent


   The Board of Directors
   Bay State Gas Company:

   We consent to the use of our audit reports dated October 27, 1998 on
   the consolidated financial statements and schedule of Bay State Gas
   Company and subsidiaries as of September 30, 1998 and for each of the
   years in the three-year period then ended incorporated herein by
   reference to our firm under the heading "Experts" in the prospectus.

   Our reports refer to a change in accounting for postretirement benefit
   plans during the year ended September 30, 1998.



                                 /s/   KPMG Peat Marwick LLP
                                 ----------------------------------
                                 KPMG Peat Marwick LLP


   Boston, Massachusetts
   April 16, 1999