Registration No.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------

THE BERKSHIRE GAS COMPANY
(Exact Name of Registrant as Specified in its Charter)

MASSACHUSETTS 04-1731220
(State of Other Jurisdiction of (I.R.S. Employer Identification
Incorporation or Organization) Number)

115 Cheshire Road
Pittsfield, Massachusetts 01201
413-442-1511
(Address, Including Zip Code, and Telephone Number, Including Area Code
of Registrant's Principal Executive Offices)
-------------------

SCOTT S. ROBINSON, President
115 Cheshire Road, Pittsfield, Massachusetts 01201
(413) 442-1511
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
-------------------

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration
Statement.

If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [x]

If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. [ ]

If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering.
[ ] _______________

If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] _______________

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
-------------------

CALCULATION OF REGISTRATION FEE

- - ----------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of each class of Amount to be offering price aggregate Amount of
securities to be registered registered per share offering price registration fee
- - ----------------------------------------------------------------------------------------------------------

Common Stock, $2.50
par value................ 200,000 shares *$23.75 $4,750,000 $1,320.50
- - ----------------------------------------------------------------------------------------------------------
<FN>
<F*> Used only for the purpose of calculating the amount of the registration
fee pursuant to Rule 457(c), based upon the average of the reported bid
and asked prices of such securities on November 5, 1998.
</FN>

PROSPECTUS

200,000 Shares

[Berkshire Gas Logo]

The Berkshire Gas Company

Common Stock
-------------------

All of the Shares of Common Stock being offered are being sold by the
Company. Our Common Stock is listed and traded on the NASDAQ National
Market System under the symbol "BGAS." The last reported sale price of the
Common Stock on the NASDAQ National Market System on November 9, 1998 was
$23.25 per share.
-------------------

All of the securities being offered will be sold through our Share Owner
Dividend Reinvestment and Stock Purchase Plan.

The price of these securities will be a percentage of the average of the
daily high and low sales prices for our Common Stock on the NASDAQ National
Market System, for the five consecutive trading days up to and including the
date of the purchase. (See the response to Question 11 - What will be the
price of the Common Stock purchased under the Plan? - on P.6)
-------------------

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon
the adequacy or accuracy of this prospectus. Any representation to the
contrary is a criminal offense.
-------------------

This Prospectus is dated November 10, 1998

The Berkshire Gas Company
115 Cheshire Road
Pittsfield, Massachusetts 01201
(413-442-1511)

Share Owner Dividend Reinvestment and Stock Purchase Plan
200,000 Shares
Common Stock, $2.50 Par Value

The Share Owner Dividend Reinvestment and Stock Purchase Plan (the
"Plan") of The Berkshire Gas Company (the "Company") provides holders of
record of Common Stock of the Company a simple and convenient method of
investing in additional shares of Common Stock of the Company.

Participants in the Plan may:

* automatically reinvest cash dividends on all or a portion of their
shares;

* make optional cash investments in the Company at any time, from a
minimum amount of $15.00 in any calendar month, to a maximum amount
of $5,000 in any calendar quarter; or

* reinvest their cash dividends and make optional cash investments in
the Company.

Participants may not purchase shares of Common Stock through the Plan
if the price for such shares would be less than their par value.

The Company will not pay any underwriting discounts or commission in
connection with the sale of the Common Stock pursuant to the Plan. The
Company realizes proceeds from such sales equal to the sales price less
customary administrative and legal fees.

This Prospectus relates to authorized shares of Common Stock of the
Company registered under the Plan.

-------------------

The date of this Prospectus is November 10, 1998.

You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not
authorized anyone else to provide you with different information. We are
not making an offer of these securities in any state where the offer is not
permitted. You should not assume that the information in this prospectus or
any prospectus supplement is accurate as of any date other than the date on
the front of those documents.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and
other information with the SEC. Our SEC filings are available to the public
over the Internet at the SEC's web site at http://www.sec.gov. You may also
read and copy any document we file at the SEC's public reference rooms in
Washington, D.C., New York, New York and Chicago, Illinois. Please call the
SEC at 1-800-SEC-0330 for further information on the public reference rooms.

Additional updating information with respect to the securities and the
Plan may be provided in the future to the Plan participants by means of
appendices to this Prospectus.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to "incorporate by reference" the information we
file with them, which means that we can disclose important information to
you by referring you to those documents. The information incorporated by
reference is an important part of this prospectus, and information that we
file later with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed below and any
future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d)
of the Securities Exchange Act of 1934 until we sell all of the securities
or deregister all remaining unsold securities.

* The Company's Annual Report on Form 10-K for the year ended June
30, 1998, filed pursuant to the Securities Exchange Act of 1934
which contains, either directly or by incorporation by reference,
audited financial statements for the Company's most recent fiscal
year.

You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:

Cheryl M. Clark,
The Berkshire Gas Company,
115 Cheshire Road,
Pittsfield, Massachusetts 01201
Telephone: (413) 442-1511.

THE COMPANY

The Berkshire Gas Company is a public utility company incorporated in
Massachusetts in 1853. We are engaged primarily in the distribution, sale
and transportation of natural gas for residential, commercial and industrial
use, and also sell and lease gas-burning equipment and market liquefied
petroleum gas through our Berkshire Propane operations. We have also formed
a strategic marketing alliance with Conectiv/CNE, LLC to engage in energy
marketing activities. We provide natural gas service in nineteen
communities, including the cities of Pittsfield and North Adams, the towns
of Adams, Amherst, Great Barrington, Greenfield and Williamstown, and twelve
similar municipalities. While primarily residential in character, our
service territory also includes industrial, agricultural and educational
facilities and resort areas. Our utility business is subject to the
regulatory jurisdiction of the Massachusetts Department of
Telecommunications and Energy with respect to rates, adequacy of service,
issuance of securities, accounting and other matters.

THE OFFERING

We are offering 200,000 shares of the Company's Common Stock.

USE OF PROCEEDS

We cannot predict either the number of shares of Common Stock that
will ultimately be sold pursuant to the Plan or the prices at which such
shares will be sold. We intend to use the proceeds from any such sales from
time to time to purchase additional property, plant and equipment or to
repay temporary indebtedness incurred to finance such additions.

DESCRIPTION OF THE PLAN

The following is a description of the Plan presented in a question and
answer format.

Purpose

1. What is the purpose of the Plan?

The purpose of the Plan is to provide holders of record of Common
Stock of the Company a simple and convenient method of investing cash
dividends and optional cash payments in additional shares of Common Stock of
the Company. Also, because participants in the Plan will purchase shares
directly from us, we will receive funds needed for our corporate purposes
(see "Use of Proceeds" herein).

Advantages

2. What are the advantages of the Plan?

Participants in the Plan may:

* automatically reinvest cash dividends on all or a portion of their
shares;

* make optional cash investments in the Company at any time, from a
minimum amount of $15.00 in any calendar month, to a maximum amount
of $5,000.00 in any calendar quarter; or

* reinvest their cash dividends and make optional cash investments in
the Company.

The shares of Common Stock purchased on behalf of participants in the
Plan generally will be purchased at a discounted price, which price, and the
restrictions thereon, are more fully explained in the answer to Question 11
of this Prospectus.

Participants in the Plan will not pay any brokerage commissions,
service charges, or other expenses in connection with purchases under the
Plan. Since fractional shares, as well as full shares, may be credited to
participants' accounts, participants may fully invest funds. In addition,
dividends in respect of such fractional shares, as well as full shares, will
be credited to participants' accounts. Participants avoid the necessity for
safekeeping of stock certificates for shares credited to their accounts.
Regular statements of account simplify record keeping.

Plan Administration

3. Who administers the Plan for participants?

The Plan is administered by the Share Owner Dividend Reinvestment and
Stock Purchase Plan Committee (the "Committee") appointed by our Board of
Directors. The Committee shall determine the rights of the participants in
accordance with the Plan and interpret the Plan as it deems necessary or
desirable in connection with its operation. The Committee may adopt such
rules and regulations as it deems appropriate to promote the objectives of
the Plan. All correspondence with regard to the Plan, except communications
otherwise specified herein to be directed to the Agent referred to in
Question 4, should be addressed to The Berkshire Gas Company, Attention:
Secretary of the Share Owner Dividend Reinvestment and Stock Purchase Plan
Committee, 115 Cheshire Road, Pittsfield, Massachusetts 01201.

4. Who is the agent for the Plan participants?

The designated agent under the Plan is State Street Bank and Trust
Company (the "Agent"). The Agent will be responsible for investing
participants' funds and keeping continuous records of participants'
accounts. The Agent will send participants statements of account at least
quarterly and perform other duties for Plan participants as needed. All
authorization forms, optional cash payments, notices of withdrawal and other
communications with the Agent should be sent to:

State Street Bank and Trust Company
P.O. Box 8209
Boston, Massachusetts 02101-8209

If State Street Bank and Trust Company ceases to act as Agent under the
Plan, either the Company or the Committee will designate another agent.

Eligibility and Participation

5. Who is eligible to participate?

* All holders of record of ten or more shares of Common Stock of the
Company who are not employed by us;

* All of our employees who own of record one or more shares; and

* Shareholders of the Company who hold their shares in "street" name
may participate in the Plan through the Depository Trust Company.
(You should contact your broker for this service.) These
shareholders, however, may only reinvest dividends and may not use
optional cash payments for the purchase of shares through the Plan.

6. How may an eligible person join the Plan?

A shareholder may join the Plan at any time by signing an
"Authorization Form" and returning it to the Agent. Authorization Forms are
automatically sent to new shareholders or may be obtained upon request from
the Company at the address set forth in Question 3 or from the Agent at the
address set forth in Question 4. A shareholder may also join the Plan by
telephoning the Transfer Agent at 1-800-426-5523.

7. What does the Authorization Form provide?

The Authorization Form directs:

(a) us to pay to the Agent the cash dividends on all or a specified
portion of the shares of Common Stock in a participant's name and on all
shares credited to such participant's Plan account; and

(b) the Agent to use these cash dividends, together with any optional
cash payments made by the participant, to purchase shares of Common Stock
from us.

The Authorization Form provides for the purchase of shares through the
following investment options:

* Reinvest dividends on all of the shares held by a participant;

* Reinvest dividends on fewer than all of the shares held by a
participant and continue to receive cash dividends on the other
shares; or

* Invest by making optional payments at any time in any amount from a
minimum of $15.00 in any calendar month to a maximum aggregate of
$5,000.00 in any calendar quarter, whether or not dividends are
being reinvested.

A participant may change the investment option at any time by signing
a new Authorization Form and returning it to the Agent, or by telephone as
noted above in Question 6.

Cash dividends on shares credited to the participant's account under
the Plan are automatically reinvested in additional Common Stock.

8. When may a shareholder join the Plan?

A shareholder may enroll in the Plan at any time. The Authorization
Form or telephone request must be received by the Agent by the last day of
the month immediately preceding the month in which the next dividend is paid
in order to reinvest that dividend. If received after that date, the
shareholder's participation in the Plan will become effective on the next
dividend payment date. Dividends historically have been paid on the
fifteenth day of the months of January, April, July and October, but the
Company reserves the right to change its dividend payment dates at any time,
or to suspend dividend payments at any time.

For example, in order to invest a quarterly dividend payable on
October 15, 1998, a shareholder's Authorization Form must be received by the
Agent no later than September 30, 1998. If the Authorization Form is
received after September 30, 1998, the dividend payable on October 15, 1998
will be paid in cash and the shareholder's participation in dividend
reinvestment will commence on the next dividend payment date.

Cost to Participants

9. Are there any costs to the participants under the Plan?

We will pay all of the administration fees incurred in connection with
the Plan. Plan participants will not have to pay any brokerage fees or
transfer taxes when they purchase shares of Common Stock from us through the
Plan. However, participants will bear certain expenses upon their withdrawal
from the Plan or if we terminate the Plan (see Question 19).

Purchases

10. How many shares of Common Stock will the Agent purchase for
participants?

The number of shares to be purchased by the Agent for a particular
participant in the Plan will depend upon the amount of dividends to which
the participant is entitled, any optional cash payments made by the
participant, and the purchase price of the Common Stock. For a given
participant, the Agent will purchase that number of shares, including
fractional shares computed to four decimal places, equal to the total dollar
amount to be invested by that participant divided by the purchase price per
share of the Common Stock.

11. What will be the price of the Common Stock purchased under the Plan?

The price for shares purchased through the Plan shall be equal to 97%
of the average of the daily high and low sales prices for the Company's
Common Stock (as quoted in the NASDAQ National Market System) for the five
consecutive trading days prior to and including the date of purchase (or, in
the event that the NASDAQ National Market System is closed on the day of
purchase, for the five consecutive trading days immediately preceding the
date of purchase) (the "Average"). If the price of shares to be purchased
under the Plan falls below the book value of the shares, then the price
shall be equal to 100% of the Average. We will provide written notification
to Plan participants in the event we suspend the "discount" price.

Participants may not purchase shares of Common Stock through the Plan
if the price for a share would be less than the par value of such share,
currently $2.50.

Optional Cash Payments

12. How are optional cash payments made?

Optional cash payments may be made at any time, from a minimum amount
of $15 in any calendar month to a maximum of $5,000.00 in any calendar quarter.
Optional cash payments may be made in varying amounts and there is no
obligation to make regular optional cash payments. Checks or money orders
for optional cash payments must be made payable to State Street Bank and
Trust Company and mailed to the Agent at the address set forth herein under
Question 4.

13. When must optional cash payments be received by the Agent to be
invested?

Optional cash payments will be invested on the fifteenth of each
month, whether or not such date is a business day. Optional cash payments
must be received by the Agent no later than the fifteenth day of any month
in order to be invested that month. Optional cash payments received by the
Agent after the fifteenth of the month will be held for investment in the
following month.

YOU WILL NOT RECEIVE ANY INTEREST ON OPTIONAL CASH PAYMENTS

If you make an optional cash payment and then decide that you do not
want to make that investment, you must make a written request to the Agent
to return your optional cash payment and the Agent must receive this request
at least 48 hours prior to the next investment date for optional cash
payments. Otherwise, your optional cash payment will be invested in Common
Stock through the Plan.

Reports to Participants

14. What record will a participant have of his or her purchases?

Each participant (of record) in the Plan will receive from the Agent a
statement of account at least quarterly showing amounts invested, purchase
prices, shares purchased and other information for the preceding quarter and
the year-to-date. These statements are a participant's continuing record of
the cost of such participant's purchases and should be retained for income
tax purposes.

15. What other reports will participants receive?

Plan participants (of record) will receive the same communications
sent to every other holder of the Company's Common Stock, including our
Annual Report to Shareholders, a Notice of Annual Meeting of Shareholders
and Proxy Statement, a proxy, and income tax information forms reporting
dividends paid. Shareholders who hold their shares in street name may
request these reports from us or their broker.

Certificates for Shares

16. Will certificates be issued to participants for shares purchased under
the Plan?

Normally, participants will not receive certificates for Common Stock
purchased under the Plan. The participant's quarterly statement of account
will show the number of shares held in the participant's account under the
Plan. However, within five business days of receipt by the Agent of a
written request from a participant, certificates for any number of whole
shares credited to a participant's account under the Plan will be issued to
the participant. Any remaining full shares and any fractional share will
continue to be held in the participant's account. Certificates for
fractional shares will not be issued under any circumstances. The issuance
of certificates will not terminate the participant's continuation of the
Plan. Any request for the issuance of certificates to a participant should
be mailed to the Agent at the address set forth under Question 4.

Shares credited to the account of a participant in the Plan may not be
acceptable as collateral for loans. A participant who wishes to pledge such
shares should request that certificates for such shares be issued and
delivered to such participant.

17. In whose name will certificates be registered when issued to a
participant?

The certificates will be issued in the name under which the
participant's shares were registered upon enrolling in the Plan.

Withdrawal from the Plan

18. When may a participant withdraw from the Plan?

A participant may withdraw from the Plan at any time. If a notice of
withdrawal is received by the Agent at least ten days prior to the record
date for the next dividend, such dividend and all subsequent dividends will
be paid in cash to the withdrawing participant. If such notice of withdrawal
is received by the Agent subsequent to the date specified, such dividends
will be invested under the Plan for the participant's account. All
subsequent dividends will be paid in cash to the withdrawing participant.
Investment of any optional cash payments will be cancelled upon receipt by
the Agent of such notice of withdrawal at least 48 hours prior to an
investment date for optional cash payments, and any optional cash payments
received prior to such withdrawal date will be returned to the withdrawing
participant.

Any shareholder who has withdrawn from the Plan may re-enroll at any
time upon submission of an Authorization Form or telephone request to the
Transfer Agent, as provided under Question 6. Until such time, dividends
will be paid to such shareholder in cash.

19. How does a participant withdraw from the Plan?

In order to withdraw from the Plan, a participant must write to the
Agent at the address set forth under Question 4, notifying the Agent that
such participant is withdrawing from the Plan. The notice must also state
the participant's account number. To facilitate the withdrawal, the
participant may forward the bottom portion of such participant's most recent
quarterly account statement.

When a participant withdraws from the Plan, or upon termination of the
Plan by the Company, the Agent will cause a certificate or certificates for
the full shares credited to the participant's account to be issued and
delivered to the participant. The participant's interest in any fractional
share will be converted to cash using a share price equal to the average of
the daily high and low sales prices for the Company's Common Stock for the
five consecutive trading days ending on and including such date of
withdrawal. Upon withdrawal from the Plan, the participant may also request
in writing that some or all of the shares, both whole and fractional, held
in such participant's Plan account be sold. If the participant so requests,
the Agent will sell such shares and deliver to the participant the proceeds,
less a handling charge of 5% of the proceeds received from such sale or
$5.00 (whichever is less), and any broker's commissions and transfer taxes
payable.

Shares will be sold for the participant only upon the receipt by the
Agent of clear written instructions to sell at the prevailing market price
and the proper documents to effect the sale. Such documents include a stock
power, signed by the registered owner exactly as such owner's name appears
on the Agent's records, with signature guaranteed according to the Uniform
Commercial Code by a commercial bank that is a member of the Federal Deposit
Insurance Corporation or by a member firm of the New York, American, Boston,
Midwest or Pacific Stock Exchange (Medallion Guarantee). If the shares are
held of record in the name of a corporation, partnership, trust or other
fiduciary or if a record owner has died, the Agent may require certified and
current evidence of authority before accepting a request to sell shares
credited to a participant.

Voting Rights

20. How are participant's shares voted?

All shares owned by the participant, whether held by the shareholder
directly or by the Agent under the Plan for such shareholder's account, will
be aggregated for voting purposes. Each participant in the Plan will receive
a proxy indicating the total number of shares of Common Stock held by the
participant, including shares registered in such participant's name and
shares credited to such participant's account under the Plan.

Instruction forms for voting purposes will be forwarded to the
participant. Alternatively, a participant may vote the shares registered in
such participant's name and shares credited to such participant's Plan
account in person at meetings of the Company's shareholders.

Income Tax Information

21. What are the federal income tax consequences of participation in the
Plan?

a. General:

In general, participants in the Plan have the same federal income tax
obligations with respect to reinvested dividends as with dividends not
reinvested under the Plan. We understand that Participants are treated for
federal income tax purposes as having received, on the dividend payment
date, a dividend equal to the full amount of the cash dividend payable on
such date with respect to (1) shares of Common Stock held in the
participant's account under the Plan, and (2) shares of Common Stock owned
directly by the participant (the dividends from which may or may not be
reinvested under the Plan). This is required even though the reinvested
dividends are not actually received but are applied to the purchase of
additional shares.

To the extent that Plan participants purchase shares through the Plan
at a discount, for federal income tax purposes, such participants will be
deemed to have received income equal to the value of the additional shares,
or fraction thereof, purchased as a result of the discount.

The tax basis of shares purchased through the Plan is the purchase
price, before discount if any, per share of the stock on the investment
date. (See Question 11.) The holding period for shares purchased with
dividends or optional cash payments begins on the day after the applicable
date of investment.

A participant will not realize any taxable income upon receiving
certificates for whole shares, either upon request for certificates for
those shares or upon withdrawal from or termination of the Plan. However, a
participant may realize ordinary income or a capital gain or loss on any
cash payment that is made in settlement of a fractional share upon
withdrawal from or termination of the Plan. Ordinary income or capital gain
or loss may also be realized upon withdrawal from the Plan, when any or all
whole shares are sold by the participant. The amount of income, capital gain
or loss will be the difference between the amount received and the tax basis
for both the fractional and whole shares which are sold.

b. Tax Information Forms:

Following each tax year, the Company sends each participant a United
States Information Return (Form 1099 Div. B) reporting the taxable dividends
and the aggregate discount received by the participant for that tax year.
This form contains the information necessary for each participant to
complete the dividend income information on such participant's federal
income tax return. Generally, the amount in the box labeled "Total Dividends
For The Calendar Year" should be included on a participant's federal income
tax return as taxable income.

Tax consequences will vary depending on the special circumstances of
each participant (and for shares purchased between 1982 and 1985, where
taxes on reinvested dividends may have been deferred under then effective
law). For additional information and any questions regarding tax
consequences of participation in the Plan, participants should consult their
own tax advisors.

22. What provision is made for foreign shareholders whose dividends are
subject to United States' income tax withholdings?

In the case of those foreign shareholders whose dividends are subject
to United States' income tax withholding, the Agent will first deduct the
amount of such taxes and then apply the remaining amount of the
participant's dividend to the purchase of Common Stock. If such foreign
participants desire to invest the full amount of their dividends, they may
tender cash payments to the Agent equal to the amount of tax withheld. The
minimum optional cash payment requirement of $15.00 will be waived to
accommodate all payments, regardless of size, made by foreign shareholders
for this express purpose. Such payments will be invested for the foreign
shareholders for this express purpose. Such payments will be invested for
the foreign participants on the regular dividend investment date for all
participants if received by the Agent prior to that date. In addition,
foreign shareholders may make optional cash payments.

Miscellaneous

23. What are the responsibilities of the Agent and the Company under the
Plan?

Neither we nor the Agent will be liable for any act done in good faith
or for any good faith omission to act in administering the Plan including,
without limitation, any claim of liability arising out of failure to
terminate a participant's account upon such participant's death prior to
receipt of notice in writing of such death.

Participants should recognize that neither we nor the Agent can assure
them of a profit or protect them against a loss on the shares purchased by
participants under the Plan, nor guarantee the existence, frequency or
amount of any future dividends on the shares declared or paid by us.

24. May the Plan be changed or discontinued?

Although we hope that shareholder response will justify continuing the
Plan indefinitely, we reserve the right to modify, suspend or terminate the
plan at any time, specifically including, but not limited to the operation
of the 3% price discount referred to above. Notice of any such action will
be mailed to all participants at their address of record.

If we terminate the Plan:

* we will issue certificates for whole shares credited to a
participant's account under the Plan; and

* we will pay the participant, in cash, the value of any fractional
share credited to the participant's account, in lieu of issuing a
certificate for that fractional share.

* We reserve the right to interpret and regulate the Plan as may be
necessary, appropriate or desirable in connection with the
operation of the Plan.

25. What happens if a participant sells or transfers all the shares
registered to the participant?

If a participant sells or transfers all of the shares registered in
the participant's name:

* participation in the Plan will terminate automatically;

* certificates for whole shares credited to the former participant's
account under the Plan will be issued to the former participant;
and

* a cash payment will be made to the former participant for any
fractional share, in each case, as of the date of such transfer or
sale, in lieu of issuing a certificate to the former participant
for that fractional share.

DIVIDENDS ON COMMON STOCK

The following table sets forth the cash dividends declared and paid on
the Company's Common Stock for the periods shown:

Dividend
Quarter Ended Per Share
------------- ---------

March 31, 1996 $.275
June 30, 1996 $.28
September 30, 1996 $.28
December 31, 1996 $.28
March 31, 1997 $.28
June 30, 1997 $.285
September 30, 1997 $.285
December 31, 1997 $.285
March 31, 1998 $.285
June 30, 1998 $.29
September 30, 1998 $.29

We intend to declare and pay dividends quarterly on our Common Stock,
but we can make no representations concerning the amount or frequency of
future dividends. The Board of Directors determines, from time to time,
whether to declare dividends in the light of the Company's earnings, cash
position and other relevant factors. Reference is made to "Description of
Common Stock" herein for information with respect to limitations on the
payment of dividends.

COMMON STOCK PRICE RANGE

Our Common Stock is traded on the NASDAQ National Market System. The
table below sets forth the high and low average of the bid and asked prices
for shares of our Common Stock, as reported by the National Quotation
Bureau, Incorporated, for the periods indicated.

Quarter Ended High Low
------------- ---- ---

March 31, 1996 $16.75 $15.00
June 30, 1996 $16.00 $14.75
September 30, 1996 $16.75 $14.88
December 31, 1996 $18.00 $15.25
March 31, 1997 $17.50 $15.25
June 30, 1997 $16.00 $15.00
September 30, 1997 $17.38 $15.25
December 31, 1997 $23.50 $16.25
March 31, 1998 $25.63 $21.50
June 30, 1998 $24.75 $21.63
September 30, 1998 $25.00 $19.50

These quotations represent prices between dealers and do not include
retail markup, markdown or commission. They do not necessarily represent
actual transactions. On November 5, 1998, the daily high sales price was
$23.75 and the daily low sales price was $23.75.

DESCRIPTION OF COMMON STOCK

As of November 9, 1998, the capital stock of the Company consisted of
4,600,000 shares of Common Stock, $2.50 par value, of which 2,370,961 were
issued and outstanding, and 3,121 shares of Class A 4.8% Cumulative
Preferred Stock, $100 par value per share, were issued and outstanding.

The information set forth below is summarized from the Articles of
Organization, as amended, of the Company and the Indenture referred to
below, each as amended or supplemented from time to time, which either have
been previously filed with the Securities and Exchange Commission and are
incorporated herein by reference, or are filed herewith as exhibits. The
statements and descriptions contained in this Prospectus may not be complete
and are qualified in their entirety by reference to such exhibits.

Dividend Rights

The holders of Common Stock shall be entitled to receive such
dividends as may be declared by the Board of Directors subject to the
preferential rights of the holders of Preferred Stock to receive full
cumulative quarterly dividends at the rates set forth in the title of each
class and series thereof before any dividends are paid to the holders of
Common Stock.

Limitation on Payment of Dividends on Common Stock

The Company's charter provisions relating to its Preferred Stock and
the provisions of the Company's Indenture, as supplemented and amended,
securing the Company's outstanding First Mortgage Bonds impose certain
restrictions on the payment of cash dividends on, or repurchases of, Common
Stock. Under the most restrictive of these provisions $3,576,115 of retained
earnings was unrestricted at September 30, 1998.

Voting Rights

Except as provided by law or otherwise provided below, the holders of
Common Stock have the sole voting rights and are entitled to one vote for
each share held of record. In addition, holders of fractional shares are
permitted a vote equal to their fractional interest. The Company's Board of
Directors is classified into three classes. There are no cumulative voting
rights, which means that a majority of the Common Stock voting at any
election can elect the directors for the class whose term is then expiring.

The Company's Articles of Organization and By-laws contain provisions
specifying the vote necessary to take certain actions. The approval of a
business combination not approved by a two-thirds vote of the Board of
Directors requires a 75% vote of the Common shareholders. The approval of an
amendment removing or altering that provision or provisions concerning the
classification of directors, filling vacancies on the Board of Directors and
notice requirements for shareholder meetings also require a 75% vote of the
Common shareholders.

Charter Provisions That May Affect Attempts To Change Control Of The Company

The Company's Articles of Organization and By-Laws contain provisions
that may have the effect of delaying or deterring a change in control of the
Company by requiring a vote of 75% of the Company's outstanding Common
shares for approval of certain business combinations of the Company and
another entity, which the Company's Board of Directors has not approved by a
two-thirds majority. Other provisions concerning classification of the
Board, filling vacancies on the Board and notice requirements also may have
such an effect, but those provisions operate regardless of whether
extraordinary corporate transactions are proposed.

Miscellaneous

The Common Stock has no conversion rights and is not subject to
redemption. The outstanding shares of Common Stock are, and the shares to be
issued under the Plan will be, when issued and paid for, fully paid and non-
assessable.

We distribute to our shareholders annual reports containing audited
financial statements, and, in addition, twelve-month condensed financial
statements in each quarter.

The transfer agent of the Company's Common Stock is State Street Bank
and Trust Company, Boston, Massachusetts.

LEGAL OPINIONS

Legal matters in connection with this offering will be passed upon for
the Company by Rich, May, Bilodeau & Flaherty, P.C., Old South Building, 294
Washington Street, Boston, Massachusetts 02108, general counsel for the
Company. The Chairman of the Board of Directors of the Company, Franklin M.
Hundley, is of counsel to, and a former a managing director of the firm of
Rich, May, Bilodeau & Flaherty, P.C.

EXPERTS

The financial statements and the related financial statement schedules
incorporated in this Prospectus by reference from the Company's Annual
Report on Form 10-K for the year ended June 30, 1998 have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their reports
which are incorporated herein by reference, and have been so incorporated in
reliance upon the reports of such firm given upon their authority as experts
in accounting and auditing.

INDEMNIFICATION

The Company's By-Laws permit the Company's directors and officers (and
persons who occupy such positions in other companies at the request of the
Company) to be indemnified for liabilities arising in connection with any
action, suit or proceeding prosecuted to a final determination on the merits
(except for any costs or expenses as to which such person shall be finally
adjudged to be liable), and any action, suit or proceeding which is settled
with the approval of the court having jurisdiction thereof, but only in such
amount (which shall not include any sum ordered to be paid by such
indemnified person to the Company) as such court shall determine to be fair
and reasonable under the circumstances. Indemnification payments properly
authorized may include reimbursement for the amount of the claim or judgment
and expenses of defense, including legal fees. Massachusetts law allows such
indemnification, but limits provision of indemnification where a person is
adjudicated not to have acted in good faith in the reasonable belief that
such action was in the best interest of the corporation. Indemnification is
also available to officers and directors in connection with certain actions
taken by them in reliance upon governmental regulations, rules, orders and
determinations. Certain liabilities arising under the Securities Act of 1933
may be covered by this indemnification provision, although the By-Laws
provide that indemnification of liabilities arising under such Act shall be
available only to the extent that such rights of indemnification may be
determined to be valid by a court of competent jurisdiction. Massachusetts
law also allows a corporation to purchase and maintain insurance on behalf
of such persons against any liabilities incurred in the capacity of director
or officer and the Company has such insurance.

Pursuant to a vote by Common shareholders at their 1987 Annual
Meeting, the Company's Articles of Organization were amended to provide
that, to the fullest extent that the General Laws of the Commonwealth of
Massachusetts as they exist on the date of such vote, or as they may
thereafter be amended, permit the limitation or elimination of the liability
of directors, no director of the Company shall be personally liable to the
Company or its shareholders for monetary damages for breach of fiduciary
duty, notwithstanding any provision of law imposing such liability. No
amendment to or repeal of this provision shall apply to or have any effect
on the liability or alleged liability of any director of the Company with
respect to any acts or omissions of such director occurring prior to such
amendment or repeal.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, we have been
informed that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act
of 1933 and is therefore unenforceable.

===========================================================================

The Berkshire Gas Company

SHARE OWNER
DIVIDEND REINVESTMENT
and
STOCK PURCHASE PLAN

Common Stock
($2.50 Par Value)

November 10, 1998

PROSPECTUS

===========================================================================

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The following are the estimated expenses in connection with the
proposed issuance and distribution of the Common Stock:

Registration Fee $ 1,321
Printing $ 6,000
Accounting Fees $ 1,200
Legal Fees $12,000
Miscellaneous Expenses $ 1,000
-------
Total (estimated) $21,521

Item 15. Indemnification of Directors and Officers

The general effect of the Company's Bylaws with respect to insurance
for and indemnification of directors and officers is set forth in Part I of
this Registration Statement under "INDEMNIFICATION" and is incorporated
herein by this reference.

Item 16. List of Exhibits

See Exhibit Index at page II-5.

Item 17. Undertakings

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price set represent no more than
20 percent change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table
in the effective registration statement;

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;

(2) That, for the purpose of determining any liability under the
Securities Act of 1933 each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof;

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering;

(4) That, for the purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual
report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof; and

(5) To furnish the Division of Corporation Finance a letter
informing said Division when all of the securities registered
have been sold.

The issuer hereby undertakes to transmit or cause to be transmitted to
all participants in the Plan (except those who, having the same address as a
shareholder of the registrant, have consented in writing that only one copy
of such material need be sent to such address), who do not otherwise receive
such material as shareholders of the issuer, at the time and in the manner
such material is sent to its shareholders generally, copies of all reports,
proxy statements and other communications distributed to its shareholders
generally. This issuer also undertakes to transmit to the Commission for
its information copies of all such material which is not otherwise furnished
to or filed with the Commission pursuant to any other requirement of the
Commission. Copies of such material transmitted to the Commission pursuant
to this undertaking shall not be deemed to be "filed" as a part of the
registration statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto
authorized, in the City of Pittsfield, Massachusetts, on the 6 day of
November, 1998.

THE BERKSHIRE GAS COMPANY

BY: /s/ Michael J. Marrone
Michael J. Marrone, Vice President
Treasurer and Chief Financial Officer

Power of Attorney

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Scott S. Robinson and Michael J.
Marrone, and each of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be
done in and about said matters, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirement of the Securities Act of 1933, this
registration statement has been signed below by the following persons and in
the capacities indicated on the 6 day of November, 1998.

(i) Principal Executive Officer:

/s/ Scott S. Robinson, President
Scott S. Robinson

(ii) Principal Financial Officer and
Principal Accounting Officer:

/s/ Michael J. Marrone, Vice President, Treasurer
Michael J. Marrone and Chief Financial Officer

(iii) Directors:

/s/ George R. Baldwin
George R. Baldwin

/s/ John W. Bond
John W. Bond

/s/ Paul L. Gioia
Paul L. Gioia

/s/ Franklin M. Hundley
Franklin M. Hundley

/s/ James R. Keys
James R. Keys

/s/ Scott S. Robinson
Scott S. Robinson

/s/ Robert B. Trask
Robert B. Trask

EXHIBIT INDEX

Certain of the following exhibits are filed herewith or will be filed
herewith by amendment. Certain other of the following exhibits have
heretofore been filed with the Commission and pursuant to Rule 411 are
incorporated herein by reference.

Sequential
Exhibits* Description of Exhibit Page Number
- - --------- ---------------------- -----------

Exhibit 1. Underwriting Agreement.

Not applicable.

Exhibit 2. Plan of acquisition, reorganization arrangement,
liquidation or succession.

Exhibit 4. Instruments defining rights of security holders,
including indentures.

4(a) First Mortgage Indenture and Deed of Trust, dated
as of July 1, 1954, between Pittsfield Coal Gas
Company (now the Berkshire Gas Company) and
Chemical Bank & Trust Company (now Chemical Bank),
Trustee (Exhibit 4(c) to the Company's Registration
Statement on Form S-1, File No. 2-19808).

4(b) First Supplemental Indenture, dated as of June 1,
1956, between the Company and Chemical Corn
Exchange Bank (now Chemical Bank), Trustee
(Exhibit 4(d) to the Company's Registration
Statement on Form S-1, File No. 2-19808).

4(c) Second Supplemental Indenture, dated as of
October 1, 1957, between the Company and
Chemical Corn Exchange Bank (now Chemical Bank),
Trustee (Exhibit 4(e) to the Company's Registration
Statement on Form S-1, File No. 2-19808).

4(d) Third Supplemental Indenture, dated as of
October 1, 1958, between the Company and
Chemical Corn Exchange Bank (now Chemical Bank),
Trustee (Exhibit 4(f) to the Company's
Registration Statement on Form S-1, File
No. 2-19808).

4(e) Fourth Supplemental Indenture, dated as of
August 1, 1960, between the Company and
Chemical Bank New York Trust Company (now
Chemical Bank), Trustee. (Exhibit 4(e) to the
Company's Registration Statement on Form S-2,
File No. 33-1492).

4(f) Fifth Supplemental Indenture, dated as of
June 1, 1962, between the Company and Chemical
Bank New York Trust Company (now Chemical Bank),
Trustee. Filed as Exhibit 4(f) to the
Company's Registration Statement on Form S-2,
File No. 33-1492, and incorporated herein by
reference.

4(g) Sixth Supplemental Indenture, dated as of
February 1, 1965, between the Company and
Chemical Bank New York Trust Company
(now Chemical Bank),Trustee. Filed as Exhibit
4(g) to the Company's Registration Statement
on Form S-2, File No. 33-1492, and incorporated
herein by reference.

4(h) Seventh Supplemental Indenture, dated as of
October 1, 1965, between the Company and
Chemical Bank New York Trust Company
(now Chemical Bank), Trustee. Filed as Exhibit
4(h) to the Company's Registration Statement on
Form S-2, File No. 33-1492, and incorporated
herein by reference.

4(i) Eighth Supplemental Indenture, dated as of
September 1, 1967, between the Company and
Chemical Bank New York Trust Company (now
Chemical Bank), Trustee. Filed as Exhibit 4(i)
to the Company's Registration Statement on
Form S-2, File No. 33-1492, and incorporated
herein by reference.

4(j) Ninth Supplemental Indenture, dated as of
April 1, 1969, between the Company and
Chemical Bank, Trustee. Filed as Exhibit 4(j)
to the Company's Registration Statement on Form
S-2, File No. 33-1492, and incorporated herein
by reference.

4(k) Tenth Supplemental Indenture, dated as of
March 1, 1972, between the Company and
Chemical Bank, Trustee. Filed as Exhibit 4(k)
to the Company's Registration Statement on Form
S-2, File No. 33-1492, and incorporated herein
by reference.

4(l) Eleventh Supplemental Indenture, dated as of
April 15, 1975, between the Company and
Chemical Bank, Trustee. Filed as Exhibit 4(l)
the Company's Registration Statement on Form S-2,
File No. 33-1492, and incorporated herein by
reference.

4(m) Twelfth Supplemental Indenture, dated as of
November 27, 1978, between the Company and
Chemical Bank, Trustee. Filed as Exhibit 4(m)
to the Company's Registration Statement on
Form S-2, File No. 33-1492, and incorporated
herein by reference.

4(n) Thirteenth Supplemental Indenture, dated as
of October 15, 1981, between the Company and
Chemical Bank, Trustee. Filed as Exhibit 4(n)
to the Company's Registration Statement on Form
S-2, File No. 33-1492, and incorporated herein
by reference.

4(o) Fourteenth Supplemental Indenture, dated as
of August 19, 1983, between the Company and
Chemical Bank, Trustee. Filed as Exhibit 4(o)
to the Company's Registration Statement on Form
S-2, File No. 33-1492, and incorporated herein
by reference.

4(p) Fifteenth Supplemental Indenture, dated as of
August 19, 1985, between the Company and
Chemical Bank, Trustee. Filed as Exhibit 4(p)
to the Company's Registration Statement on Form
S-2, Registration No. 33-1492, and incorporated
herein by reference.

4(q) Sixteenth Supplemental Indenture, dated as of
January 1, 1988, between the Company and
Chemical Bank, Trustee. Filed as Exhibit 4(q)
to the Company's Registration Statement on Form
S-3, Registration No. 33-27785, and incorporated
herein by reference.

4(r) Seventeenth Supplemental Indenture, dated as
of February 1, 1989, between the Company and
Chemical Bank, Trustee. Filed as Exhibit 4(r)
to the Company's Registration Statement on Form
S-3, Registration Statement No. 33-27785, and
incorporated herein by reference.

4(s) Eighteenth Supplemental Indenture, dated as of
September 1, 1991, between the Company and
Chemical Bank, Trustee. Filed as Exhibit 4(x)
to the Company's Registration Statement on Form
S-3, Registration Statement No. 33-64302, and
incorporated herein by reference.

4(t) Nineteenth Supplemental Indenture, dated as of
September 1, 1992, between the Company and
Chemical Bank, Trustee. Filed as Exhibit 4(z)
to the Company's Registration Statement on Form
S-3, Registration Statement No. 33-64302, and
incorporated herein by reference.

4(u) Debenture Indenture, dated as of November 1,
1986, between the Company and Centerre Trust
Company of St. Louis (now Boatmen's Trust
Company), as Trustee. Filed as Exhibit 4(q) to
the Company's Registration Statement on Form S-2,
Registration Statement No. 33-9509, and
incorporated herein by reference.

4(v) Senior Note Agreement, dated as of
July 1, 1990, between the Company and
Allstate Life Insurance Company. Filed as Exhibit
4(w) to the Company's Registration Statement
on Form S-3, Registration Statement No. 33-64302,
and incorporated herein by reference.

4(w) Charter of the Company. Filed as Exhibit 3(a)
to the Company's Form 8, amending the Company's
Form 10-Q for the fiscal quarter ended September
30, 1984, File No. 0-1857- 3, and incorporated
herein by reference.

4(x) Amendment to the Company's Charter, dated
October 30, 1985. Filed as Exhibit 3(b) to the
Company's Registration Statement on Form S-2,
Registration Statement No. 33-1492, and
incorporated herein by reference.

4(y) Amendment to the Company's Charter, dated
July 14, 1986. Filed as Exhibit 3(a) to the
Company's Form 10-K for the fiscal year
ended June 30, 1986, File No. 0-1857-3, and
incorporated herein by reference.

4(z) Amendment to the Company's Charter, dated
October 28, 1986. Filed as Exhibit 4(v) to the
Company's Registration Statement on Form S-3,
Registration Statement No. 33-27785, and
incorporated herein by reference.

4(aa) Amendment to the Company's Charter, dated
June 15, 1992. Filed as Exhibit 4(y) to the
Company's Registration Statement on Form S-3,
Registration Statement No. 33-64302, and
incorporated herein by reference.

4(bb) Amendment to the Company's Charter, dated
July 29, 1994. (Exhibit 4(bb) on the Company
Registration Statement on Form S-2, Registration
Statement No. 33-83828).

Exhibit 5. Opinion regarding legality.

**5 Opinion of Rich, May, Bilodeau & Flaherty, P.C.

Exhibit 8. Opinion regarding tax matters.

Not applicable.

Exhibit 12. Statement regarding computation of ratios.

Not applicable.

Exhibit 15. Letter regarding unaudited interim financial
information.

Not applicable.

Exhibit 23. Consents of Experts and counsel.

**23(a) Consent of Deloitte & Touche LLP, independent
certified public accountants.

**23(b) Consent of Rich, May, Bilodeau & Flaherty,
P.C. (included in opinion filed as Exhibit
5 to this Registration Statement).

Exhibit 24. Power of Attorney.

**24(a) Power of Attorney (set forth on page II-3
of this Registration Statement).

Exhibit 25. Statement of eligibility of trustee

Not applicable.

Exhibit 26. Invitations for competitive bids.

Not applicable.

Exhibit 27. Financial data schedules.

Not applicable.

Exhibit 99. Additional Exhibits

*99(a) A copy of the Order of the Massachusetts
Department of Public Utilities dated November 5,
1998, relating to the issue and the sale of
200,000 shares of common stock pursuant to
the Plan.

<FN>
<F*> Exhibit numbers designated in Regulation S-K
<F**> Filed herewith
</FN>