SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                                
                                
                            FORM 8-A
                                
                                
        FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
            PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                 SECURITIES EXCHANGE ACT OF 1934
                                

                         COLONIAL GAS COMPANY
        (Exact name of registrant as specified in its charter)


     Massachusetts                          04-1558100
(State of incorporation                   (I.R.S. Employer
 or organization)                        Identification No.)


   40 Market Street, Lowell, Massachusetts          01852
 (Address of principal executive offices)         (Zip Code)


Securities to be registered pursuant to Section 12(b) of the Act:


Title of each class                    Name of each Exchange on 
to be so registered                    which each class is to be
                            				       registered

Junior Participating Preferred
Stock Purchase Rights                   New York Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act:


                              None
                        (Title of Class)




Item   1.     Description  of  Registrant's  Securities   to   be
              Registered.

      On November 9, 1993, the Board of Directors of Colonial Gas
Company (the "Company") declared a dividend distribution  of  one
share  purchase right (a "Right") for each outstanding  share  of
Common Stock, par value $3.33 per share (the "Common Stock"),  of
the Company to stockholders of record at the close of business on
December  1,  1993.   Each Right entitles the  record  holder  to
purchase from the Company one onehundredth of a share (a  "Unit")
of the Company's Series A-1 Junior Participating Preferred Stock,
par  value $25.00 per share (the "Preferred Shares"), at a  price
of $60.00 per Unit (the "Purchase Price"), subject to adjustment.
The description and terms of the Rights are set forth in a Rights
Agreement  (the "Rights Agreement") between the Company  and  The
First  National Bank of Boston (the "Rights Agent") dated  as  of
December 1, 1993.  The Rights Agent has since changed its name to
BankBoston, N.A.  The Rights will expire on December 1, 2003 (the
"Final  Expiration Date"), unless earlier redeemed by the Company
as described below.

      Initially, the Rights will be evidenced by the Common Stock
certificates representing shares then outstanding and the Company
will  distribute  no separate Rights Certificates.   The  Rights,
however, will become exercisable, and transferable apart from the
shares  of  Common Stock, on the date (the "Distribution  Date"),
which  will  be the earliest of (i) the date ten days  after  the
date of a public announcement (the "Stock Acquisition Date") that
a  person  or group has acquired beneficial ownership of  20%  or
more  of  the  outstanding shares of Common Stock (an  "Acquiring
Person"), or (ii) the close of business on the tenth business day
after commencement of a tender or exchange offer which, upon  its
consummation,  would  result in a person  or  group  beneficially
owning  20%  or  more of the outstanding shares of Common  Stock.
The  Distribution Date shall not occur, however, until the Rights
Agent   shall   have  received  either  (i)  an  order   of   the
Massachusetts   Department  of  Public  Utilities   (the   "DPU")
approving  the  issuance  of  the  Preferred  Shares   or   other
securities as provided in the Rights Agreement, accompanied by an
opinion  of counsel for the Company that such order is valid  and
final  and  in  full  force and effect, or (ii)  the  opinion  of
counsel  for the Company that no approval of the DPU is  required
for  the issuance of the Preferred Shares or other securities  as
provided in the Rights Agreement.

      Until  the  Distribution  Date,  (i)  the  Rights  will  be
evidenced   by  the  Common  Stock  certificates  and   will   be
transferred  with  and only with such Common Stock  certificates,
(ii)  new Common Stock certificates issued after December 1, 1993
will  contain  a notation incorporating the Rights  Agreement  by
reference   and   (iii)  the  surrender  for  transfer   of   any
certificates  for Common Stock outstanding will  also  constitute
the  transfer  of  the Rights associated with  the  Common  Stock
represented  by such certificate.  The Rights are not exercisable
until  the  Distribution Date.  As soon as practicable after  the
Distribution  Date,  the Rights Agent will  send  to  the  record
holders of the Common Stock on the Distribution Date one or  more
Rights Certificates, which will thereafter evidence the Rights.

      In  the event that, after the Distribution Date, any person
or  group  becomes the beneficial owner of 20%  or  more  of  the
outstanding Common Stock, then each holder of a Right other  than
an  Acquiring Person will thereafter have the right  to  receive,
upon  exercise, Common Stock (or, in certain circumstances, cash,
property or other securities of the Company) having a value equal
to  two  times  the  Purchase Price of the  Right.   The  Rights,
however,  will  not  be so exercisable until after  they  are  no
longer redeemable.  The provisions providing for the purchase  of
Common  Stock under these circumstances are referred  to  in  the
Rights  Agreement as "Flip-in Provisions."  However,  as  further
detailed in the Rights Agreement, holders of Rights shall have no
right  to  purchase shares of Common Stock on terms described  in
the  Flip-in  Provisions when an Acquiring  Person  has  acquired
shares of Common Stock (i) pursuant to a tender offer or exchange
offer  for all outstanding shares of Common Stock at a price  and
on  terms  determined, by at least a majority  of  the  Company's
"Continuing  Directors" (as defined in the Rights Agreement)  who
are  not officers of the Company and are not affiliated with  the
Acquiring  Person,  after  receiving advice  from  at  least  one
investment  banking firm, to be fair to stockholders and  in  the
interest of stockholders and the Company, or (ii) pursuant  to  a
tender  offer by an Acquiring Person that is made in  the  manner
prescribed  by  Section 14(d) of the Securities Exchange  Act  of
1934,  as  amended,  provided that (A) such  tender  offer  shall
provide  for the acquisition of all Common Stock outstanding  for
cash,  and  (B) such tender offer, when consummated, shall  cause
the  Acquiring  Person to beneficially own 80%  or  more  of  the
Common Stock then outstanding.

      In  addition,  if,  after the Stock Acquisition  Date,  the
Company  is  acquired  in  certain  specified  mergers  or  other
business combination transactions or if 50% or more of the assets
or  earning power of the Company and its subsidiaries  are  sold,
each holder of a Right (except Rights held by an Acquiring Person
which  previously  have been voided) shall  thereafter  have  the
right  to  receive, upon exercise, shares of the common stock  of
the  acquiring company (the "Acquiring Company") having  a  value
equal  to  two  times  the Purchase Price of  the  Right.   These
provisions  providing for the purchase of stock of the  Acquiring
Company  are  referred to in the Rights Agreement  as  "Flip-over
Provisions."   However,  as  further  detailed  in   the   Rights
Agreement,  holders  of Rights shall have no  right  to  purchase
shares  of  the  common stock of an Acquiring  Company  on  terms
described  in  the  Flip-over Provisions  if  (i)  the  Acquiring
Company has acquired shares of Common Stock pursuant to a  tender
offer  or  exchange offer for all outstanding  shares  of  Common
Stock  at a price and on terms determined, by at least a majority
of the Company's "Continuing Directors" (as defined in the Rights
Agreement)  who  are  not officers of the  Company  and  are  not
affiliated  with  the Acquiring Company, after  receiving  advice
from  at  least  one  investment banking  firm,  to  be  fair  to
stockholders and in the interest of stockholders and the Company,
(ii)  the  price  per  share  of Common  Stock  offered  in  such
transaction is not less than the price per share of Common  Stock
paid  to all holders of shares of Common Stock whose shares  were
purchased  pursuant to such tender offer or exchange  offer,  and
(iii)  the  form of consideration being offered to the  remaining
holders of shares of Common Stock pursuant to such transaction is
the  same  as  the  form of consideration paid pursuant  to  such
tender offer or exchange offer.

      The  events referred to in the Flip-in Provisions  and  the
Flip-over  Provisions  are referred to in  the  Rights  Agreement
collectively as "Triggering Events."

      For example, at a Purchase Price of $60.00, each Right  not
owned  by an Acquiring Person following a Triggering Event  would
entitle the holder of the Right to purchase $120 worth of  Common
Stock under the Flip-in Provisions, or $120 worth of stock of the
Acquiring Company under the Flip-over Provisions, for $60.

     The Board may redeem all but not less than all the Rights at
$0.01 per Right (the "Redemption Price") at any time prior to the
earliest  of  (i)  the  expiration of ten days  after  the  Stock
Acquisition  Date  and  (ii)  the Final  Expiration  Date.   Upon
redemption  by the Board, the Right will terminate and  the  only
right  of  the  holders  of the Rights will  be  to  receive  the
Redemption Price.

      No  supplement or amendment to the Rights Agreement may  be
made  to change the Redemption Price, the Final Expiration  Date,
the  Purchase Price or the number of shares of Common  Stock  for
which  a  Right is exercisable.  Prior to the Distribution  Date,
however,  the Company may amend or supplement any other terms  of
the  Rights Agreement.  After the Distribution Date, the  Company
may  amend or supplement any terms of the Rights Agreement, other
than  those  specified in the first sentence of  this  paragraph,
except  that  the Company may not amend the Rights  Agreement  to
lengthen  (i)  a time period relating to when the Rights  may  be
redeemed  at  such time as the Rights are not then redeemable  or
(ii)  any  other time period unless such lengthening is  for  the
purpose  of  protecting, enhancing or clarifying  the  rights  or
benefits of the holders of the Rights.

      The  Purchase Price payable, the number of Preferred Shares
or  other  securities or property issuable upon exercise  of  the
Rights  and  the  number  of Rights outstanding  are  subject  to
adjustment  from time to time by the Company to prevent  dilution
(i)  in  the  event  of a stock dividend on,  or  a  subdivision,
combination  or  reclassification of the Preferred  Shares,  (ii)
upon  the  grant  to holders of the Preferred Shares  of  certain
rights  or warrants to subscribe for or purchase Preferred Shares
at  a price, or securities convertible into Preferred Shares with
a  conversion price, less than the then current market  price  of
the  Preferred Shares, or (iii) upon the distribution to  holders
of the Preferred Shares of evidences of indebtedness or assets or
of  subscription rights or warrants (other than those referred to
above).

      The  number  of outstanding Rights and the  number  of  one
onehundredths of a Preferred Share issuable upon exercise of each
Right  are  also subject to adjustment in the event  of  a  stock
split of the Common Stock or a stock dividend on shares of Common
Stock  payable  in  shares of Common Stock, or consolidations  or
combinations of the shares of Common Stock occurring, in any such
case, prior to the Distribution Date.

     With certain exceptions, no adjustment in the Purchase Price
will  be required until cumulative adjustments amount to at least
l% of the Purchase Price.

     As of August 14, 1997, there were 8,614,986 shares of Common
Stock  issued and outstanding and 210,619 shares of Common  Stock
reserved   for  issuance  pursuant  to  the  Company's   Dividend
Reinvestment  and Common Stock Purchase Plan and 401(k)  Employee
Savings  Plan.   If the Company should issue or  sell  shares  of
Common  Stock  pursuant to such plans prior to the redemption  of
the  rights or the Final Expiration Date, the Company  shall,  if
applicable,   issue  the  appropriate  number   of   new   Rights
Certificates (subject to specified limitations described  in  the
Agreement).  If  the  Company  should  otherwise  issue  or  sell
additional   shares  of  Common  Stock,  the  Company   may,   if
applicable, issue the appropriate number of Rights Certificates.

      The  holders of the Rights will, solely by reason of  their
ownership  of the Rights, have no rights as shareholders  of  the
Company, including, without limitation, the right to vote  or  to
receive dividends or distributions, any preemptive rights, or the
right  to participate in or receive any notice of proceedings  of
the Company.

     While the Rights will not prevent a takeover of the Company,
the  Rights  may have certain anti-takeover effects.  The  Rights
have  no  immediate  dilutive effect but  can  cause  substantial
dilution  to  a  person  or group that attempts  to  acquire  the
Company,  but  should not effect an offeror that is  prepared  to
negotiate  with the Company's Board of Directors and  tenders  an
offer at a fair price or otherwise in the interest of the Company
and   its  stockholders  as  determined  by  a  majority  of  the
Continuing  Directors  who are not officers  of  the  Company  or
affiliates  of the offeror. Neither should the Rights  prevent  a
merger  or  other business combination approved by the  Board  of
Directors  since  the Board of Directors may  redeem  the  Rights
prior to the consummation of such transaction.

      The Rights Agreement is further described below in "Item 2.
Exhibits"  and is incorporated herein by reference. The foregoing
description  of  the  Rights  is qualified  in  its  entirety  by
reference to the Rights Agreement and the exhibits thereto.

Item 2.   Exhibits.

     1.   Form of Rights Agreement dated as of December  1,
          1993, between Colonial Gas Company and BankBoston, N.A.
          (f/k/a  The First National Bank of Boston),  as  Rights
          Agent,  together  with the following exhibits  thereto:
          (i)  Form  of Vote Establishing the Series  A-1  Junior
          Participating  Preferred Stock,  (ii)  Form  of  Rights
          Certificate,  and (iii) Summary of Rights  to  Purchase
          Preferred  Shares.   Pursuant to the Rights  Agreement,
          Rights Certificates will not be mailed until after  the
          Distribution  Date  (as that term  is  defined  in  the
          Rights Agreement).  Filed as Exhibit 1 to the Company's
          Registration  Statement on Form 8-A filed  on  November
          22, 1993 (File No. 0-10007) and incorporated herein  by
          reference.

      2.  All exhibits required by Instruction II to Item  2
          of  Form  8-A have been supplied to the New York  Stock
          Exchange.


                           SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities
Exchange  Act  of  1934,  the registrant  has  duly  caused  this
registration  statement  to  be  signed  on  its  behalf  by  the
undersigned, thereto duly authorized.


                                   COLONIAL GAS COMPANY


Dated:  September 11, 1997          By:s/Nickolas Stavropoulos
                                         Executive Vice President-
                                         Finance, Marketing and 
				                                     Chief Financial Officer



                            EXHIBIT INDEX

Exhibit Number                Description

1.                  Form of Rights Agreement dated as of 
              		    December 1, 1993, between Colonial Gas
                    Company and BankBoston, N.A. (f/k/a The First
                    National Bank of Boston),  as Rights Agent,
                    together with the following exhibits thereto:
                    (i) Form of Vote Establishing the Series A-1
                    Junior Participating Preferred Stock, (ii)
                    Form of Rights Certificate, and (iii) Summary
                    of Rights to Purchase Preferred Shares.
                    Pursuant to the Rights Agreement, Rights
                    Certificates will not be mailed until after
                    the Distribution Date (as that term is
                    defined in the Rights Agreement).  Filed as
                    Exhibit 1 to the Company's Registration
                    Statement on Form 8-A filed on November 22,
                    1993 (File No. 0-10007) and incorporated
                    herein by reference.