EXHIBIT 99.1 FORM OF PROXY


                             THIS IS YOUR PROXY.
                           YOUR VOTE IS IMPORTANT


The Special Meeting of Shareholders will be held:

   
      DATE:    May 8, 1998

      LOCATION:    OFFICES OF THE BERKSHIRE GAS COMPANY

      TIME:    1:00 P.M.
    


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To ensure that your shares are voted on your behalf, please return your
proxy promptly in the enclosed envelope.



/X/   Please mark
      votes as in
      this example


      The Board of Directors recommends a vote FOR Proposal Regarding Plan
of Restructuring.

                                       FOR        AGAINST    ABSTAIN

      Proposal to Approve Plan of            / /        / /        / /
      Restructuring to adopt a Holding
      Company structure.

      MARK HERE        / /
      TO DISCONTINUE
      MULTIPLE
      MAILINGS

      MARK HERE        / /
      IF YOU PLAN
      TO ATTEND
      THE MEETINGS
           
      MARK HERE        / /
      FOR ADDRESS
      CHANGE AND
      NOTE AT LEFT


Please sign name exactly as it appears hereon.

When signing as attorney, agent, guardian, executor, administrator, trustee
or the like, please give your full title as such.


Signature __________________________
Date________________________________


                          THE BERKSHIRE GAS COMPANY

   
                 Proxy for Special Meeting on May 8, 1998
    

         This Proxy is Solicited on Behalf of the Board of Directors

   
      The undersigned hereby appoints Franklin M. Hundley, Scott S. Robinson
and Paul L. Gioia and each of them proxies, with power of substitution, to
act and vote in the name of the undersigned, with all the powers that the
undersigned would possess if personally present, on all matters which may

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come before the Special Meeting of Shareholders of The Berkshire Gas Company
to be held on May 8, 1998 and any adjournment thereof.
    

      The proxies are hereby authorized and instructed upon the matters
specified in the Notice of Special Meeting as set forth on the reverse side
hereof.  IF NO CHOICE IS INDICATED AS TO THE PROPOSAL, THE PROXIES SHALL
VOTE FOR SUCH PROPOSAL.  THE PROXIES MAY VOTE IN THEIR DISCRETION ON ANY
OTHER MATTER WHICH MAY PROPERLY COME BEFORE THE MEETING.

   
      The undersigned hereby acknowledges receipt of the Notice of Special
Meeting dated March 25, 1998 and the related Proxy Statement
    

                 CONTINUED AND TO BE SIGNED ON REVERSE SIDE

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