EXHIBIT 99.1

         CONNECTICUT NATURAL GAS CORPORATION - PROXY FOR ANNUAL MEETING

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

     The undersigned hereby appoints V.H. Frauenhofer and J.F. English, Jr. or 
either of them, with power of substitution to each, attorneys for the 
undersigned to vote as designated on the reverse hereof and, in their 
discretion, upon such other business as may properly come before the Meeting, 
all shares of stock of the undersigned in Connecticut Natural Gas Corporation 
at the Annual Meeting of Shareholders of the Company to be held at the office
of the Company, 100 Columbus Boulevard, Hartford, Connecticut on the 25th day 
of February, 1997 at 10:30 a.m., or any adjournment thereof, with all the 
powers the undersigned would possess if personally present thereat.

     THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED ON 
THE REVERSE SIDE HEREOF.  IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTED 
"FOR" PROPOSALS 1,2, AND 3.

                   THIS PROXY IS CONTINUED ON THE REVERSE SIDE

               PLEASE SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY



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                                Admission Ticket


                       CONNECTICUT NATURAL GAS CORPORATION


                       1997 Annual Meeting of Shareholders


                           Tuesday, February 25, 1997
                                   10:30 a.m.
                       Connecticut Natural Gas Corporation
                             100 Columbus Boulevard
                              Hartford, Connecticut



PLEASE ADMIT                                      NON-TRANSFERABLE


                                        Please mark your votes as
                                        indicated in this example          [X]



          The Board of Directors Recommends a Vote for Items 1, 2 and 3

                                                               WITHHELD
                                                 FOR            FOR ALL
 
Item 1 -  ELECTION OF DIRECTORS
          duly nominated:
          J. English, Jr., V. Frauenhofer,        []              []
          L. Tanner, A. Marquardt.
                                                                                
WITHHELD FOR:  (Write that nominee's name in the space provided below).

_______________________________

                                                                         
                                                                 FOR    AGAINST   ABSTAIN

Item 2 -  THE RATIFICATION OF PROPOSAL TO APPROVE THE PLAN AND
          EXCHANGE AGREEMENT.                                     []      []         []


Item 3 -  THE RATIFICATION OF PROPOSAL TO APPROVE THE SELECTION
          OF ARTHUR ANDERSEN LLP AS AUDITORS FOR FISCAL YEAR
          ENDED SEPTEMBER 30, 1997.                                []     []         []


     IN THEIR DISCRETION THE PROXIES ARE AUTHORIZED TO VOTE
     UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
     THE MEETING AND AT ANY ADJOURNMENT OR ADJOURNMENTS
     THEREOF.





     WILL ATTEND MEETING                                           []








Signature(s) ____________________________________________________ Date_______


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