SCHEDULE 14A INFORMATION
                  Proxy Statement Pursuant to Section 14(a) of
                       the Securities Exchange Act of 1934


Filed by the registrant |X|
Filed by a party other than the registrant |_|


Check the appropriate box:
|_|  Preliminary proxy statement                |_| Confidential, for Use of the
|_|  Definitive proxy statement                 Commission only (as permitted by
|X|  Definitive additional materials            Rule 14a-6(e)(2))
|_|  Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12


                              Bay State Gas Company
- --------------------------------------------------------------------------------

               (Name of Registrant(s) as Specified in its Charter)


                                       N/A
- --------------------------------------------------------------------------------

    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)


Payment of filing fee (Check the appropriate box):

|X|  No fee required.
|_|  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

     (1) Title of each class of securities to which transaction applies:

     (2) Aggregate number of securities to which transaction applies:

     (3) Per unit  price  or other  underlying  value  of  transaction  computed
pursuant to Exchange Act Rule 0-11:

     (4) Proposed maximum aggregate value of transaction:

     (5) Total fee paid:

|_| Fee paid previously with preliminary materials.
 
|_|  Check box if any part of the fee is offset as provided by Exchange  Act
     Rule  0-11(a)(2)  and identify the filing for which the  offsetting fee
     was paid  previously.  Identify  the  previous  filing by  registration
     statement number, or the Form or Schedule and the date of its filing.
     (1) Amount previously paid:
     (2) Form, schedule or registration statement no.:
     (3) Filing party:
     (4) Date filed: