[EXHIBIT 99.1 TO COLONIAL ENERGY'S
               REGISTRATION STATEMENT ON FORM S-4]



[PROXY CARD]

                      COLONIAL GAS COMPANY
           THIS PROXY IS SOLICITED ON BEHALF OF THE
        DIRECTORS FOR THE APRIL 15, 1998 ANNUAL MEETING

      The  undersigned stockholder of Colonial Gas  Company  (the
"Company")  hereby appoints Carol E. Elden and Dennis W.  Carroll
(each  with  power  to act without the other and  with  power  of
substitution) proxies to represent the undersigned at the  Annual
Meeting  of  Stockholders of the Company to be held on  Wednesday
April   15,  1998  at  BankBoston,  100  Federal  Street,  Boston
Massachusetts and at any adjournment thereof, with all the  power
the  undersigned would possess if personally present, and to vote
as  designated below, all shares of Common Stock of  the  Company
which  the  undersigned may be entitled to vote at said  Meeting,
hereby revoking any proxy heretofore given.  In their discretion,
the  proxies  are authorized to vote upon such other business  as
may properly come before the meeting.

      The  matters referred to on the reverse side are more fully
described in the Notice of and Proxy Statement/Prospectus for the
Annual  Meeting,  receipt of which is hereby  acknowledged.   THE
DIRECTORS RECOMMEND THAT YOU GRANT AUTHORITY FOR THE ELECTION  OF
THE  NOMINATED  DIRECTORS,  FOR THE  APPROVAL  OF  THE  EXECUTIVE
PERFORMANCE  AND  EQUITY INCENTIVE PLAN AND FOR THE  APPROVAL  TO
ADOPT  THE HOLDING COMPANY STRUCTURE.  THE SHARES REPRESENTED  BY
THIS  PROXY  WILL BE VOTED IN ACCORDANCE WITH THE  SPECIFICATIONS
MADE ON THE REVERSE SIDE.  IF NO SPECIFICATION IS MADE, THE PROXY
WILL BE VOTED IN ACCORDANCE WITH THE DIRECTORS' RECOMMENDATIONS.

       IMPORTANT - TO BE SIGNED AND DATED ON REVERSE SIDE

               [END OF FACING PART OF PROXY CARD]

The  Board of Directors recommends a vote "FOR" election  to  the
Board  of  the  nominees  listed below,  "FOR"  approval  of  the
Executive  Performance  and  Equity  Incentive  Plan  and   "FOR"
approval of the adoption of a holding company structure.

     1.  Election of Directors.

          NOMINEES: J.P. Harrington, F.L. Putnam, Jr.,
                    J.F. Reilly, Jr., M.M. Stapleton.

                 FOR                    WITHHELD
                 ALL                    FROM ALL
                 NOMINEES               NOMINEES
                __________              _________

For all nominees except as noted:__________________

      2.   To  approve  the Company's Executive  Performance  and
Equity Incentive Plan.

               FOR        AGAINST      ABSTAIN
               _____       _____        _____

      3.   To  approve  the proposal to adopt a  holding  company
structure for the company.

               FOR        AGAINS       ABSTAIN
               _____       _____        _____


      4.   To  transact such other business as may properly  come
before the meeting or any adjournment thereof.

          MARK HERE                     MARK HERE
          FOR ADDRESS                   IF YOU PLAN
          CHANGE AND                    TO ATTEND
          NOTE AT LEFT   _____          THE MEETING   _____

NOTE:   Please  sign  name exactly as your name(s)  appears.   If
shares  are held jointly, both holders should sign.  When signing
as attorney, executor, administrator, trustee or guardian, please
give  full title as such.  If a corporation, please sign in  full
corporate  name by president or other authorized officer.   If  a
partnership,  please  sign  in  partnership  name  by  authorized
person.


Signature ________________________________ Date________________

Signature ________________________________ Date________________


              [END OF REVERSE SIDE OF PROXY CARD]


            [END OF EXHIBIT 99.1 TO COLONIAL ENERGY'S
               REGISTRATION STATEMENT ON FORM S-4]