SECURITIES AND EXCHANGE COMMISSION

                         Washington, D.C.   20549

                                 Form 10-C

              Report by Issuer of Securities Quoted on NASDAQ

                       Interdealer Quotation System

               Filed pursuant to Section 13 or 15(d) of the

              Securities Exchange Act of 1934 and Rule 13a-17

                           or 15d-17 thereunder


                              PG ENERGY, INC.
              (Exact name of issuer as specified in charter)

    Wilkes-Barre Center, 39 Public Square, Wilkes-Barre, PA 18711-0601
                 (Address of principal executive offices)

Issuer's telephone number, including area code - (717) 829-8843


                I.  CHANGE IN NUMBER OF SHARES OUTSTANDING

         Indicate any change (increase or decrease) of 5% or more
                   in the number of shares outstanding:

1.  Title of security - Depositary Preferred Shares of PG Energy Inc., each
    representing a one-fourth interest  in  a  share  of  PG Energy Inc. 9%
    Cumulative Preferred Stock (Trading Symbol:  PGWCZ)

2.  Number of shares outstanding before the change - 1,000,000

3.  Number of shares outstanding after the change  -   469,299

4.  Effective date of change - Purchases made through July 8, 1996

5.  Method of Change: 
        Specify   method   (such    as   merger,   acquisition,   exchange,
    distribution, stock  split,  reverse  split,  acquisition  of stock for
    treasury, etc.)

        Acquisition of 511,086 shares  on  April  10, 1996, 1,850 shares on
    April 15, 1996, 500 shares on April  26, 1996, 2,500 shares on June 13,
    1996, and 14,765 shares on July  8, 1996, and the subsequent retirement
    of all such shares.

        Give brief description of transaction

        The shares acquired on April  10  and 15, 1996, were repurchased by
    the Company pursuant to the  terms  of  a self tender offer dated March
    11, 1996, at $27.00 per share.    The shares acquired on April 26, June
    13 and July 8, 1996,  were  purchased  on  the open market (pursuant to
    unsolicited offers to sell)  at  $27.00  per  share  in the case of the
    purchases made on April 26 and June  13, 1996, and at $27.125 per share
    in the case of the purchase made on July 8, 1996.

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                       II.  CHANGE IN NAME OF ISSUER

1.  Name prior to change - Pennsylvania Gas and Water Company

2.  Name after change - PG Energy Inc.

3.  Effective date of charter amendment changing name - February 16, 1996

4.  Date of shareholder approval of change, if required - Not required







Date:  July 9, 1996                 By:    /s/ John F. Kell, Jr.  
                                               John F. Kell, Jr.
                                         Vice President, Financial
                                                  Services





































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