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                                                      EXHIBIT 15

The Board of Directors
Bay State Gas Company


Gentlemen:

Re:  Registration Statement No.  33-57702

With respect to the subject registration statement, we
acknowledge our awareness of the use therein of our report dated
April 24, 1995 related to our review of interim financial
information.

Pursuant to Rule 436(c) under the Securities Act of 1933, such
report is not considered a part of a  registration statement
prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of sections 7 and
11 of the Act.


                               Very truly yours,



                               KPMG PEAT MARWICK LLP


Boston, Massachusetts
May 11, 1995