Filed Under Rule 424(b)(3)
                                        Registration No. 33-61863


        PRICING SUPPLEMENT NO. 5 DATED November 14, 1996
            (To Prospectus Dated September 27, 1995)
                                
                                
                      COLONIAL GAS COMPANY
               SECURED MEDIUM TERM NOTES, SERIES A
        Due from 9 months to 40 years from Date of Issue
                          (Fixed Rate)


Principal Amount:        $10,000,000

Interest Rate:           6.88%

Interest Payment 
  Record Dates:          February 5 and August 5

Interest Payment Dates:  February 15 and August 15

Original Issue Date:     November 19, 1996

Maturity Date:           November 19, 2008

Agent's Commission:      $62,500

Net Proceeds to Company: $9,937,500

     X  These Notes cannot be redeemed by the Company prior to maturity
        (except as provided in the Indenture).

        These Notes may be redeemed, at the option of the Company,
        prior to maturity.

Trustee:

The First National Bank of Boston has transferred its trust
business to State Street Bank and Trust Company.  Accordingly,
the Trustee under the Indenture is now State Street Bank and
Trust Company, whose principal place of business is 2
International Place, Boston, Massachusetts, ATTENTION:  CORPORATE
TRUST DEPT.