United States
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                     Form 15

         CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER
          SECTION 12(g) OF THE SECURITIES AND EXCHANGE ACT OF 1934 OR
       SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

                                                 Commission File Number: 0-10007

         Colonial Gas Company d/b/a KeySpan Energy Delivery New England
             (Exact name of registrant as specified in its charter)

                 One Beacon Street, Boston, Massachusetts 02108
                                Tel: 617-742-8400
 (Address, including zip code, and telephone number, including area code, of
                registrants principal executive offices)

       Secured Medium Term Notes, Series: A-1, A-2, A-3, A-5,A-7, B-1, B-2

            (Title of each class of securities covered by this Form)

                                      None
 (Titles of all other classes of securities for which a duty to file reports
                       under section 13(a) or 15(d) remains)


Please place an X in the box(es) to designate the appropriate rule provision(s)
relied upon to terminate or suspend the duty to file reports:

            Rule 12g-4(a)(1)(i)  X                   Rule 12h-3(b)(1)(i)    X
            Rule 12g-4(a)(1)(ii)                     Rule 12h-3(b)(1)(ii)
            Rule 12g-4(a)(2)(i)                      Rule 12h-3(b)(2(i)
            Rule 12g-4(a)(2)(ii)                     Rule 12h-3(b)(2)(ii)
                                                     Rule 15d-6----------

Approximate number of holders of record as of the certification notice date:   7

Pursuant to the requirements of the Securities Exchange Act of 1934 Colonial Gas
Company   d/b/a   KeySpan   Energy   Delivery   New   England  has  caused  this
certification/notice  to be  signed  on  its  behalf  by  the  undersigned  duly
authorized person.

Date:   December 18, 2002                  By:     /s/Joseph F. Bodanza
                                                   --------------------
                                                   Joseph F. Bodanza
                                                   Senior Vice President