SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

Filed by the Registrant /X/ Confidential, for Use
Filed by a Party other than the Registrant / / of the Commission Only
(as permitted by
Rule 14a-6(e)(2))

Check the appropriate box:
/ / Preliminary Proxy Statement
/x/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

FALL RIVER GAS COMPANY
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(Name of Registrant as Specified in Its Charter)

N/A
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/x/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:
N/A
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(2) Aggregate number of securities to which transaction applies:
N/A
- --------------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing is
calculated and state how it was determined):
N/A
- --------------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:
N/A
- --------------------------------------------------------------------------------

(5) Total fee paid:
$125
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/X/ Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:
$125
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(2) Form, Schedule or Registration Statement No.:
Schedule 14A-Preliminary Proxy Statement
- --------------------------------------------------------------------------------

(3) Filing Party:
Fall River Gas Company
- --------------------------------------------------------------------------------

(4) Date Filed:
12/5/97
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FALL RIVER GAS COMPANY

155 NORTH MAIN STREET
POST OFFICE BOX 911
FALL RIVER, MASSACHUSETTS 02722-0911

NOTICE OF THE ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD ON TUESDAY, FEBRUARY 10, 1998

Fall River, Massachusetts
December 19, 1997

To the Common Stockholders of
FALL RIVER GAS COMPANY:

Notice is hereby given that the Annual Meeting of Stockholders of Fall River
Gas Company will be held at the office of the Company, 155 North Main Street,
Fall River, Massachusetts, on Tuesday, February 10, 1998, at 10:30 A.M., local
time, for the following purposes:

(1) To consider and act upon a proposal to fix the number of Directors at
nine (9) and to elect three (3) Class A Directors.

(2) To designate auditors for the 1998 fiscal year.

(3) To consider and act upon a proposal to amend the Charter, Agreement of
Association and Articles of Organization by increasing the authorized
Common Stock, $0.83 1/3 par value, of the Company from 2,201,334 to
2,951,334 shares.

(4) To transact such other business as may properly come before the meeting.

The stock transfer books will not be closed, but only holders of record at
the close of business on December 12, 1997 (the "Record Date") will be entitled
to notice of and to vote at the meeting.

By Order of the Board of Directors,

ROBERT J. POLLOCK, Clerk

YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING AND VOTE YOUR SHARES. IN THE
EVENT THAT YOU CANNOT ATTEND, PLEASE DATE, SIGN AND MAIL THE ENCLOSED PROXY IN
THE ENCLOSED SELF-ADDRESSED ENVELOPE. A STOCKHOLDER WHO EXECUTES AND RETURNS A
PROXY IN THE ACCOMPANYING FORM HAS THE POWER TO REVOKE SUCH PROXY AT ANY TIME
PRIOR TO THE EXERCISE THEREOF.

FALL RIVER GAS COMPANY
PROXY STATEMENT

December 19, 1997

BY WHOM PROXY SOLICITED AND SOLICITATION EXPENSES. The accompanying proxy
is solicited by the Board of Directors of Fall River Gas Company (the "Company")
for use at the Annual Meeting of Stockholders to be held at the office of the
Company, 155 North Main Street, Fall River, Massachusetts, on Tuesday, February
10, 1998. Proxies in the accompanying form, properly executed and received prior
to the meeting and not revoked, will be voted. The expense of soliciting proxies
will be borne by the Company.

The approximate date upon which this proxy statement and the accompanying
proxy will first be mailed to stockholders is December 19, 1997. In addition to
solicitation by mail, some solicitation may be made by employees or agents of
the Company by telephone or personal interview.

The Company mails herewith to all stockholders entitled to vote a copy of
its Annual Report for the fiscal year ended September 30, 1997, which contains
detailed financial information concerning the Company. Upon the written request
of any stockholder, the Company will mail, without charge, a copy of the
Company's Annual Report on Form 10-K, as discussed further on page 13.

RIGHT TO REVOKE PROXY. Any stockholder giving the proxy enclosed with this
statement has the power to revoke the proxy at any time prior to the exercise
thereof. Such revocation may be by writing (which may include a later dated
proxy) received by the Clerk, Fall River Gas Company, 155 North Main Street,
Post Office Box 911, Fall River, Massachusetts 02722-0911, received no later
than February 9, 1998, if by mail, or prior to the exercise of the proxy if
delivered by hand. Revocation may also be effected orally at the meeting prior
to the exercise of the proxy.

PROPOSALS OF STOCKHOLDERS. Stockholders' proposals intended to be presented
at the 1999 Annual Meeting of Stockholders must be received by the Office of the
Clerk, Fall River Gas Company, 155 North Main Street, Post Office Box 911, Fall
River, Massachusetts 02722-0911 by August 21, 1998.

VOTING SECURITIES OUTSTANDING. There were 2,183,794 shares of common stock
outstanding and entitled to vote on December 12, 1997 (the "Record Date"). Each
share of common stock is entitled to one vote. Only stockholders of record on
the Record Date are entitled to notice of and to vote at the Annual Meeting of
Stockholders or any adjournment thereof.

Abstentions and broker non-votes are each included in calculating the number
of shares present and voting for purposes of determining quorum requirements.
However, each is tabulated separately. Abstentions are counted in tabulating the
votes cast on proposals presented to shareholders, whereas broker non-votes are
not counted for purposes of determining whether a proposal has been approved.

As of September 30, 1997, all directors and executive officers of the
Company, 13 persons as a group, beneficially owned 293,003 or 16.3% of the
outstanding common stock of the Company. No person or group owns of record or is
known by the Company to own beneficially more than 5% of the Company's
outstanding common stock, other than as set forth in the following table.*

SHARES OF COMMON
STOCK BENEFICIALLY PERCENT
NAME AND ADDRESS OF OWNED AS OF OF
BENEFICIAL OWNER SEPTEMBER 30, 1997 CLASS
- ----------------------------------------------------------------------------------- -------------------- -----------

Ronald J. Ferris................................................................... 145,059 Shares (1) 8.1%
75 GAR Highway
Swansea, Massachusetts

Barbara N. Jarabek................................................................. 295,710 Shares (2) 16.5%
103 South Washington Drive
Sarasota, Florida

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(1) Includes 5,852 shares owned jointly with Dale Ferris, 4,000 shares owned
jointly with children of Mr. Ferris, 36,990 shares owned by Lee's River
Realty, Inc., 3,926 shares held in trusts for the children of Mr. Ferris,
and 53,594 shares owned by the Swansea Lounge, Inc. Pension Trust for which
Mr. Ferris is a co-trustee. Mr. Ferris has shared voting and investment
power with respect to all shares beneficially owned by him except for 40,697
shares owned directly and of record by him, with respect to which he has
sole voting and investment power. Mr. Ferris disclaims beneficial ownership
with respect to the 3,926 shares held in trust for his children and the
53,594 shares owned by the Swansea Lounge, Inc. Pension Trust.

(2) Consists of shares held in two trusts for which Barbara N. Jarabek is
trustee, and with respect to which Mrs. Jarabek possesses sole power to vote
and sole investment power.

ELECTION OF DIRECTORS
(PROPOSAL NO. 1)

The By-laws of the Company provide that the number of Directors shall be
fixed at the Annual Meeting of Stockholders each year at a number not less than
three nor more than nine. The Board of Directors proposes that the number of
Directors for the ensuing year be set at nine. The Articles of Organization of
the Company provide that the Board of Directors be divided into three classes,
with staggered three-year terms, so that the term of office of one class expires
each year.

The Board of Directors is divided into three separate classes, currently
consisting of three Class A Directors, three Class B Directors and three Class C
Directors, the terms of which expire as set forth in the table below. Except as
noted, Directors serving in each class have been elected in prior years by the
stockholders to serve until the election and qualification of their respective
successors in office. At each

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* As used in this Proxy Statement, "beneficial ownership" means direct or
indirect, sole or shared power to vote, or to direct the voting of, and/or
investment power to dispose of, or to direct the disposition of, shares of the
common stock of the Company. Except as indicated in the footnotes to the
tables appearing on this page and on pages 3 and 4, the listed beneficial
owners held direct and sole voting and investment power with respect to the
stated shares.

annual meeting of stockholders, the stockholders of the Company have the right
to elect the appropriate number of persons to serve for a three-year period as
Directors of the class whose terms then expire, the right to increase the number
of Directors (not to exceed nine) and the right to elect Directors to fill the
new directorships created by any such increase. Any directorship which may
become vacant by reason of death, resignation or otherwise than by expiration of
term may be filled by the Board of Directors, as provided in the By-laws.

The term of the Class A Directors is scheduled to expire at the 1998 Annual
Meeting of Stockholders and the Board has set at three the number of Class A
Directors to be elected at this meeting. The Board has nominated for election
the three incumbents in such class: Thomas K. Barry, Thomas H. Bilodeau and
Gilbert C. Oliveira, Jr. It is the intention of the persons named below as
proxies, in the absence of contrary specification, to vote FOR the election of
each of the foregoing persons to serve as director until the election and
qualification of his successor. In the event of any vacancy in the foregoing
list of nominees prior to the Annual Meeting of Stockholders (which the Board of
Directors does not anticipate), the persons named as the proxies will vote for
such person or persons acceptable to the Board of Directors.

The following information is furnished with respect to each nominee for
election as a director and for each director whose term of office will continue
after the meeting. Each of the individuals in the following table has furnished
the information opposite his or her name.

NOMINEES FOR ELECTION AS CLASS A DIRECTORS FOR A TERM OF THREE YEARS
EXPIRING AT THE 2001 ANNUAL MEETING:

Thomas K. Barry, 52, President and Chief Executive Officer of Corning Natural Gas
Corporation since 1984. A Director since 1992. Member of the Audit Committee.
Director also of Corning Natural Gas Corporation. 1,200 *

Thomas H. Bilodeau, 55, Vice President--Finance, Medical & Environmental Coolers, Inc.
since 1990; formerly, Partner, R. A. Kingrey Co., 1988-1990. A Director since 1987.
Member of the Pension Committee. Director also of Corning Natural Gas Corporation. 9,006(1) *

Gilbert C. Oliveira, Jr., 41, Vice President, Gilbert C. Oliveira Insurance Agency,
and President, G. Curt Oliveira Insurance Agency since 1988. A Director since 1992.
Member of the Pension and Compensation Committees. Brother-in-law of Cindy L. J.
Audette, a Director of the Company. 12,539(2) *

CLASS B DIRECTORS WHOSE TERMS EXPIRE AT THE 1999 ANNUAL MEETING:

Bradford J. Faxon, 59, President of the Company since 1986. Chair of the Board of
Directors and of the Pension Committee; member of the Audit and Executive
Committees. A Director since 1978. Formerly, Executive Vice-President and
Vice-President of Commercial and Industrial Sales. Son of

SHARES OF
COMMON STOCK
BENEFICIALLY
OWNED AS OF
SEPTEMBER 30, PERCENT
NAME 1997 OF CLASS
- -------------------------------------------------------------------------------------- ---------------- -----------
Raymond H. Faxon, a Director of the Company. Director also of Corning Natural Gas
Corporation. 40,306(3) 2.1%

Raymond H. Faxon, 90, Financial Consultant since before 1988. A Director since 1955.
Vice Chair of the Board, Chair of the Executive Committee and member of the Pension
Committee. Father of Bradford J. Faxon, President and a Director of the Company. 57,370(4) 3.2%

Ronald J. Ferris, 55, President of Venus de Milo, Inc., Interstate Motel Corp. and
Ferris Realty since before 1988. A Director since 1984. Member of the Pension and
Compensation Committees. 145,059(5) 8.1%

CLASS C DIRECTORS WHOSE TERMS EXPIRE AT THE 2000 ANNUAL MEETING:

Cindy L. J. Audette, 35, A Director since 1992. Chair of the Compensation Committee
and member of the Audit and Executive Committees. Sister-in-law of Gilbert C.
Oliveira, Jr., a Director of the Company. 13,190(6) *

Jack R. McCormick, 73, Financial Consultant to the Company. Previously served as
President of the Company, 1973-1986. A Director since 1974. Chair of the Audit
Committee and member of the Compensation Committee. Director also of Corning Natural
Gas Corporation. 4,754(7) *

Donald R. Patnode, 69, Retired. Formerly, Business Consultant; President of Industrial
Filters & Equipment Corporation 1989-1994; President of North East Water Service,
1957-1989. A Director since 1984. Member of the Audit and Executive Committees.
Director also of Corning Natural Gas Corporation. 1,750 *

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* Less than one percent.

(1) Includes 7,746 shares held in trust for Thomas H. Bilodeau's children.

(2) Comprised of 12,539 shares held by Mr. Oliveira's spouse as custodian for a
minor child of Mr. Oliveira.

(3) Includes 4,952 shares held as custodian for Bradford J. Faxon's children.

(4) Comprised of 57,370 shares held in trust, for which Raymond H. Faxon is a
trustee.

(5) Includes 5,852 shares owned jointly with Dale Ferris, 4,000 shares owned
jointly with children of Mr. Ferris, 36,990 shares owned by Lee's River
Realty, Inc., 3,926 shares held in trusts for the children of Mr. Ferris,
and 53,594 shares owned by the Swansea Lounge, Inc. Pension Trust for which
Mr. Ferris is a co-trustee. Mr. Ferris has shared voting and investment
power with respect to all shares beneficially owned by him except for 40,697
shares owned directly and of record by him, with respect to which he has
sole voting and investment power. Mr. Ferris disclaims beneficial ownership
with

respect to the 3,926 shares held in trust for his children and the 53,594
shares owned by the Swansea Lounge, Inc. Pension Trust.

(6) Includes 660 shares held jointly with spouse (with shared voting and
investment power).

(7) Includes 1,100 shares held jointly with spouse (with shared voting and
investment power).

The Board of Directors has a standing Audit Committee, consisting of Mr. J.
McCormick, as Chair, and Ms. C. Audette and Messrs. T. Barry, B. Faxon and D.
Patnode, which recommends the selection of independent auditors and reviews the
plan and results of the independent audit. The Audit Committee held one meeting
during the fiscal year ended September 30, 1997. The Board of Directors also has
a standing Compensation Committee consisting of Ms. Audette, as Chair, and
Messrs. R. Ferris, J. McCormick and G. Oliveira, to consider and recommend to
the Board of Directors the amount and terms of compensation paid to the officers
of the Company. The Compensation Committee met one time during the fiscal year
ended September 30, 1997. The Board of Directors does not have a standing
nominating committee, nor a committee performing similar functions. The Board of
Directors met five times during fiscal year 1997. Each director attended at
least 75% of the aggregate number of meetings of the Board of Directors and
committees on which he or she served during the fiscal year.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
executive officers and directors, and persons who beneficially own more than ten
percent (10%) of the Company's stock, to file initial reports of ownership on
Form 3 and reports of changes in ownership on Form 4 with the Securities and
Exchange Commission (the "Commission") and any national securities exchange on
which the Company's securities are registered. Executive officers, Directors and
greater than ten percent (10%) beneficial owners are required by the
Commission's regulations to furnish the Company with copies of all Section 16(a)
forms they file.

Based solely on a review of the copies of such forms furnished to the
Company and written representations from the executive officers and Directors,
the Company believes that all Section 16(a) filing requirements applicable to
its executive officers, Directors and greater than ten percent (10%) beneficial
owners were complied with for Fiscal 1997.

EXECUTIVE COMPENSATION

COMPENSATION OF EXECUTIVE OFFICERS. The following table contains the
compensation paid or accrued by the Company and its subsidiary during the three
consecutive fiscal years ended September 30, 1997 to the Company's Chief
Executive Officer and to each executive officer whose total annual salary and
bonus exceeded $100,000. Although only principal capacities are listed, the
compensation figures include all compensation received in any capacity,
including directorships, for services rendered during the fiscal years
indicated.

SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION(1)

NAME AND ALL OTHER
PRINCIPAL POSITION YEAR SALARY(2) BONUS COMPENSATION(3)
- -------------------------------------------------------------------- --------- ---------- ------ -----------------

Bradford J. Faxon................................................... 1997 $ 224,783 0 $ 4,200
President 1996 215,509 0 3,600
1995 186,762 0 3,600

Peter H. Thanas..................................................... 1997 $ 153,252 0 $ 1,200
Senior Vice President 1996 148,146 0 1,000
and Treasurer 1995 131,170 0 1,000

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(1) The Company did not pay any long-term compensation to its Chief Executive
Officer or to its other executive officers during the fiscal years ended
September 30, 1997, 1996 and 1995.

(2) The amounts in this column represent the aggregate of cash compensation
received and compensation deferred by the named executive officers, as well
as matching contributions made by the Company on behalf of the named
executive officers to the Company's 401(k) savings plan (the "Savings
Plan").

(3) Consists of director's fees paid to the named executive officers by the
Company and its subsidiary.

COMPENSATION PURSUANT TO PLANS. The Company maintains two defined benefit
pension plans, one for union employees and one for non-union employees,
including executive officers. The following table shows the annual benefits
payable under the pension plan for non-union employees (the "Pension Plan") upon
the age of 65 to eligible employees in various base salary groups and with
various periods of service. The annual benefits formula is based on the number
of years of service and the employee's average base salary for the four
consecutive years yielding the highest such average, subject, however, to the
$160,000 per year statutory maximum. Although service may be credited beyond the
normal retirement age (I.E., 65), benefits received under the Pension Plan are
computed on the basis of earnings received at age 65.

PENSION PLAN TABLE

30 YEARS
REMUNERATION 15 YEARS 20 YEARS 25 YEARS AND THEREAFTER
- ------------- --------- --------- --------- --------------

$ 110,000 $ 33,000 $ 44,000 $ 55,000 $ 66,000
125,000 37,500 50,000 62,500 75,000
140,000 42,000 56,000 70,000 84,000
155,000 46,500 62,000 77,500 93,000
170,000 48,000 64,000 80,000 96,000
185,000 48,000 64,000 80,000 96,000
200,000 48,000 64,000 80,000 96,000

Messrs. B. Faxon and P. Thanas, the individuals named in the preceding
Summary Compensation Table, have 34 years and 20 years, respectively, of
credited service under the Pension Plan. The compensation covered by the Pension
Plan is that shown in the Summary Compensation Table, excepting any bonus
amounts.

Additionally, the Company has entered into agreements with each of Messrs.
B. Faxon and P. Thanas (collectively, the "Supplemental Benefits Agreements"),
which provide that the officer covered thereby and retiring after the age of 60
is entitled to receive monthly payments equal to thirty-five percent (35%) of
the officer's monthly salary at retirement for either life or 180 months,
whichever is longer. Retirement benefits otherwise available upon retirement at
age 60 under the Supplemental Benefits Agreements are reduced cumulatively by
four percent (4%) for each year prior to age 60 in which the covered officer
retires; provided, however, that an officer covered under a Supplemental
Benefits Agreement receives no retirement benefits thereunder in the event that
such officer retires before age 55. The Supplemental Benefits Agreements further
provide that in the event that an officer covered by such an agreement dies
prior to retirement, such officer's designated beneficiary is entitled to
receive monthly payments equal to fifty percent (50%) of the officer's monthly
salary at death for 180 months. Benefits payable under the Supplemental Benefits
Agreements increase by four percent (4%) annually.

Eligibility to enter into a Supplemental Benefits Agreement, or equivalent
thereof, is based upon employee performance, service and value to the Company;
such eligibility is determined on an individual basis by the Board of Directors.
Currently, Messrs. B. Faxon and P. Thanas are the only officers of the Company
covered by Supplemental Benefits Agreements, and no payments have been made to
date under such agreements. The Supplemental Benefits Agreements are in addition
to the amounts shown in the Summary Compensation Table and are not subject to
limitation.

The Company maintains a deferred compensation plan which is available to all
officers. Eligible officers may elect to defer receiving any portion of their
salary until the termination of their employment with the Company. Interest
accrues on amounts deferred at a rate fixed by the Board of Directors;
currently, such rate is the (variable) prime rate of a Boston bank. Upon
termination of employment, participants receive amounts accrued under the plan.
The participants may elect to receive amounts over a period of not less than one
year nor longer than their contribution period. The amounts deferred by Messrs.
B. Faxon and P. Thanas in fiscal year 1997 are included in the compensation
figures in the table on page 6.

The Company has established the Fall River Gas Company 401(k) Savings Plan
(the "Savings Plan"). All full-time, salaried and non-union hourly employees of
the Company who have completed one year of service may participate in the
Savings Plan as of the following January 1 or July 1. Under the Savings Plan,
participants may contribute up to 12% of their compensation. The Company will
match 100% of the participant's contributions up to a total of 4% of the
participant's compensation. Company matching contributions become fully vested
to the participants after five years of service. Participants may select one of
four investment plans for their account or a combination thereof. Distribution
of amounts accumulated under the Savings Plan occurs upon the termination of
employment or the death of the participant. The Savings Plan also contains loan
and hardship withdrawal provisions. During the fiscal year ended September 30,
1997, no amounts were distributed to executive officers under the Savings Plan.
The amounts accrued under the Savings Plan by Messrs. B. Faxon and P. Thanas in
fiscal 1997 are included in the compensation figures in the table on page 6.

EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS. Effective September 30, 1991, the Company entered into employment
contracts with its President and Chief Executive Officer, Mr. Bradford J. Faxon
and with its Senior Vice President, Treasurer and Chief Financial Officer, Mr.
Peter H. Thanas. Under the terms of such employment contracts, Mr. Faxon is
compensated for his duties as an officer and director and Mr. Thanas is
compensated for his duties as an officer with respective salaries in amounts
determined from time to time by the Board of Directors. The term of each

employment contract was initially five years, unless earlier terminated by an
act of either the Company or the respective officer. Beginning in September 1993
and annually thereafter, the remaining term of each employment contract is
automatically extended for an additional one-year period. The employment
contracts further provide that upon any change in control of the Company leading
to the termination of the subject officer's employment with the Company, the
Company shall pay such officer three times the officer's then present annual
salary, or such lesser amount in order to avoid certain adverse tax consequences
under the Internal Revenue Code.

COMPENSATION OF DIRECTORS. The current annual director's compensation is
$5,500. In addition, Directors are paid $400 for each Board of Directors'
meeting attended, and $300 for each Audit, Compensation or Pension Committee
meeting attended. Furthermore, those Directors who are members of the Executive
Committee are paid $2,000 annually for their services on the committee, and
those Directors who are members of the Audit, Compensation and Pension
Committees are paid an additional $500 annually for their services on those
committees. In addition to the aforementioned compensation, the chairs of the
Audit, Executive, Compensation and Pension Committees receive annual payments of
$1,000, $2,500, $500 and $500, respectively.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. Directors
Audette, Ferris, McCormick and Oliveira served on the Company's Compensation
Committee during the Company's last fiscal year. Ms. Audette is the daughter of
Mrs. Barbara N. Jarabek, who beneficially owns 16.5% of the voting securities of
the Company; Mr. Oliveira is the son-in-law of Mrs. Jarabek. Mr. Ferris
beneficially owns 8.1% of the voting securities of the Company. Mr. McCormick is
a former executive officer of the Company.

Director B. Faxon, the president and an executive officer and director of
the Company, is a member of the Compensation Committee of Corning Natural Gas
Corporation's Board of Directors. Thomas Barry, the president of Corning Natural
Gas Corporation, is a director of the Company.

REPORT OF THE DIRECTOR AND EXECUTIVE COMPENSATION COMMITTEE. The Director
and Executive Compensation Committee of the Company's Board of Directors has
furnished the following report concerning executive compensation:

The compensation of executive officers of the Company is formally reviewed
and established annually by the Compensation Committee of the Board of
Directors, subject to approval by the Board. The Company does not have in effect
any separately existing incentive plan for executive compensation. In its annual
review and in setting compensation for executives, the Compensation Committee
considered and gave weight to financial and operating results, earnings levels
and return on common equity, development and implementation of short term and
long term planning objectives, achievement of cost containment in the Company's
operations, the state of relations between the Company and its customers,
regulatory authorities and the public generally and the degree of achievement of
personal and management goals established from time to time.

The Compensation Committee, using information provided by independent
sources, publicly available information concerning other public utilities
similar in size to the Company and information from industry organizations,
reviewed earnings levels and return on common equity realized by the Company on
a comparative basis with other similar companies. The Compensation Committee
also reviewed information concerning executive compensation paid by other gas
distribution companies in Massachusetts and the New England area.

The Company adopted some years ago, and the Compensation Committee reviews
periodically, with the assistance of Company personnel and outside consultants
as necessary, salary ranges for each executive officer of the Company. In
determining salary ranges for each executive officer, reference is made in part
to information concerning salaries paid by other regional utility companies and
to such executive officer's comparative responsibilities. The Compensation
Committee established what it believed to be an appropriate compensation level
for each executive within the salary range by reference to an assessment of each
executive's job performance and the factors set forth above. In setting
executive compensation for the past year, the Compensation Committee gave
greater weight to salaries of executive officers of comparable public utility
companies and other gas distribution companies in Massachusetts and the New
England region, as well as the degree of achievement by the executive officers
of personal and management goals.

THE DIRECTOR AND EXECUTIVE COMPENSATION COMMITTEE
Cindy L. J. Audette, Chair
Ronald J. Ferris
Jack R. McCormick
Gilbert C. Oliveira, Jr.

PERFORMANCE GRAPH. The following graph illustrates the return that would
have been realized (assuming reinvestment of dividends) by an investor who
invested on September 30, 1992 in each of (i) the Company's common stock, (ii)
the NASDAQ Stock Market--U.S. Index, and (iii) a peer group consisting of 15
companies within the Company's Standard Industrial Classification Code (SIC),
the "Peer Group".

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG FALL RIVER GAS COMPANY, THE NASDAQ STOCK MARKET (U.S.) INDEX
AND A PEER GROUP

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

FALL RIVER NASDAQ STOCK

GAS COMPANY PEER GROUP MARKET (U.S.)
9/92 $ 100 $ 100 $ 100
9/93 114 122 131
9/94 160 110 132
9/95 157 116 182
9/96 125 135 216
9/97 99 156 297

* $100 INVESTED ON 9/30/92 IN STOCK OR INDEX -
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING SEPTEMBER 30.

SELECTION OF AUDITORS
(PROPOSAL NO. 2)

It is recommended that Arthur Andersen LLP, Certified Public Accountants, of
Boston, Massachusetts, be designated as auditors for the Company for the fiscal
year ending September 30, 1998. Arthur Andersen LLP has no direct or indirect
financial interest in the Company or any of its subsidiaries and has never had
any connection with the Company or any of its subsidiaries in the capacity of
promoter, underwriter, voting trustee, director, officer or employee. A
representative of Arthur Andersen LLP, which has served as principal accountant
for the Company for the past fiscal year, is expected to be present at the
Annual Meeting of Stockholders, with the opportunity to make a statement if such
representative desires to do so, and is expected to be available to respond to
appropriate questions.

CHARTER AMENDMENT TO INCREASE AUTHORIZED COMMON STOCK
(PROPOSAL NO. 3)

The Company proposes an amendment to the Charter, Agreement of Association
and Articles of Organization of the Company (the "Charter") to increase the
authorized Common Stock, $0.83 1/3 par value, of the Company by 750,000 shares.
The Company's Charter, as amended to date, authorizes the issuance of 2,201,334
shares of Common Stock, of which 2,183,794 shares are presently issued and
outstanding. Shares of the Company's Common Stock have no preemptive rights. The
additional shares of Common Stock for which authorization is sought would be
identical to the shares of Common Stock now outstanding. Such increase in the
Company's authorized Common Stock is proposed to provide 750,000 additional
shares to be held for issuance and sale in the future, as set forth in the
following resolution which will be submitted for shareholder approval at the
Annual Meeting.

Resolved: That the Charter, Agreement of Association and Articles of
Organization of Fall River Gas Company (the "Company") be, and the
same hereby are, amended to increase the authorized capital stock
of the Company by creating an additional 750,000 shares of the
Company's Common Stock, $0.83 1/3 par value, thereby increasing the
number of authorized shares of said Common Stock from 2,201,334 to
2,951,334, such shares to be issued as authorized by the Board of
Directors for proper corporate purposes, subject to the requisite
approval of the Massachusetts Department of Public Utilities.

220,208 of such shares would be allocated to the Company's Shareowner
Dividend Reinvestment and Stock Purchase Plan (the "DRP"). Such allocation is
necessary to allow for the continued operation of the DRP. This is because such
220,208 shares had been allocated from the DRP to allow for the Company's just
completed underwritten public offering to be more efficient and expeditious. The
Company has no immediate plans for issuance of the remaining proposed new
shares.

Authorization at the Annual Meeting of the additional shares to be issued in
the future would avoid the time and expense of a special shareholders' meeting
which otherwise would be necessary. The issuance and sale of all 750,000 shares
would not be subject to further shareholder action, but would be subject to
approval by the Massachusetts Department of Public Utilities. An affirmative
vote of a majority of the outstanding shares of the Company's Common Stock is
required for approval of this proposal. There are no rights of appraisal or
similar rights of dissenters with respect to this proposal.

OTHER MATTERS

Except for the matters set forth above, the Board of Directors knows of no
other matters which may be presented to the Annual Meeting of Stockholders, but
if any other matters properly come before such meeting, it is the intention of
the persons named in the accompanying form of proxy to vote such proxies in
accordance with their judgment.

PLEASE DATE, SIGN AND RETURN THE ENCLOSED PROXY.

By Order of the Board of Directors,

Robert J. Pollock, Clerk

All holders of common stock of the Company may obtain, without charge, a
copy of the Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1997, including the financial statements and schedules thereto,
required to be filed with the Securities and Exchange Commission. The report
will be furnished upon request made in writing to:

Bradford J. Faxon, President
Fall River Gas Company
155 North Main Street
Post Office Box 911
Fall River, Massachusetts 02722-0911