1



                                                                 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, 1996 related to our review of
interim financial information.

Pursuant to Rule 436(c) under the Securities Act of 1933, such report is not
considered 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 13, 1996



                                    Page 17