CTG RESOURCES INC
U-3A-2, 1998-02-27
NATURAL GAS DISTRIBUTION
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                                                               File No. 1-12859

                        SECURITIES AND EXCHANGE COMMISSION

                                 Washington, D.C.

                                    FORM U-3A-2

               Statement by Holding Company Claiming Exemption Under
                      Rule U-3A-2 from the Provisions of the 
                    Public Utility Holding Company Act of 1935


                                CTG RESOURCES, INC.

   hereby files with the Securities and Exchange Commission, pursuant to Rule
   2, its statement claiming exemption as a holding company from the
   provisions of the Public Utility Holding Company Act of 1935, and submits
   the following information:

         1.   Name, state of organization, location and nature of business of
   claimant and every subsidiary thereof, other than any exempt wholesale
   generator ("EWG") or foreign utility company in which claimant directly or
   indirectly holds an interest.

               1.(a).  Claimant Information.

               Name of Claimant:  The claimant's name is CTG Resources, Inc.
   ("CTG").  

               State of Organization:  CTG is incorporated under the laws of
   the State of Connecticut.  

               Location and Nature of Business:  CTG's principal place of
   business and executive offices are located at 100 Columbus Boulevard,
   Hartford, Connecticut 06103.  CTG is the holding company for Connecticut
   Natural Gas Corporation ("CNG") and The Energy Network, Inc. ("TEN") and,
   indirectly, for their several subsidiaries.  CNG, TEN and their
   subsidiaries are described in Section 1.(b).  The business of CTG consists
   of owning the common stock of its two subsidiaries, CNG and TEN, and of
   raising capital to meet the needs of CNG, TEN and their subsidiaries.  CTG
   is not an operating company.

               1.(b)  Subsidiary Information.

                     (i)  Name of Subsidiary:  Connecticut Natural Gas
   Corporation.

                           State of Organization:  CNG is incorporated under
   the laws of the State of Connecticut.  <PAGE>





                           Location and Nature of Business:  CNG's principal
   place of business and executive offices are located at 100 Columbus
   Boulevard, Hartford, Connecticut 06103.  CNG is a public utility gas
   company under the jurisdiction of the Connecticut Department of Public
   Utility Control.  It is a wholly-owned subsidiary of CTG.  The principal
   business of CNG is the distribution, transportation and sale of natural gas
   in Hartford and twenty (20) other cities and towns in central Connecticut
   and in Greenwich, Connecticut.
    
                     (ii)  Name of Subsidiary:  The Energy Network, Inc.
   ("TEN"). 
    
                           State of Organization:  TEN is incorporated under
   the laws of the State of Connecticut. 
    
                           Location and Nature of Business:  TEN's principal
   place of business and executive offices are located at 100 Columbus
   Boulevard, Hartford, Connecticut 06103.  It is a wholly-owned subsidiary of
   CTG.  TEN owns and operates a district heating and cooling system serving a
   number of large buildings in the Capitol Area of Hartford, Connecticut and
   offers energy equipment rentals to residential customers throughout
   Connecticut.  In addition, TEN is the parent company of several
   subsidiaries that are also engaged in unregulated, energy-related
   activities, as described in sections (iv) through (vii) below.  TEN is not
   a public utility company.      
    
                     (iii) Name of Subsidiary:  CNG Realty Corp. ("CNGR"). 

                            State of Organization:  CNGR is incorporated under
   the laws of the State of Connecticut.

                            Location and Nature of Business:  CNGR's principal
   place of business and executive offices are located at 100 Columbus
   Boulevard, Hartford, Connecticut 06103.  It is a wholly-owned subsidiary of
   CNG.  CNGR is a single-purpose corporation that owns CNG's Operating and
   Administrative Center at 100 Columbus Boulevard (the "Property"), including
   the 7-acre site and the buildings thereon.  CNGR engages in no other
   business activity. 
    
                     (iv)  Name of Subsidiary:  ENServe Corporation
   ("ENServe"). 
    
                            State of Organization:  ENServe is incorporated
   under the laws of the State of Connecticut.   

                            Location and Nature of Business:  Through
   September 1997, ENServe's principal place of business was located at 400
   Ledyard Street, Hartford, Connecticut.  ENServe's executive offices are
   located at 100 Columbus Boulevard, Hartford, Connecticut 06103.  ENServe is
   a wholly-owned subsidiary of TEN.  Through September 1997, it offered
   energy management services to residential, commercial and industrial
   customers throughout Connecticut.  The operating assets of ENServe were
   sold in October 1997.  ENServe is currently in the process of winding up
   its operations.





    
                                       -2- <PAGE>





                     (v)  Name of Subsidiary:  TEN Transmission Company. 
    
                           State of Organization:  TEN Transmission Company is
   incorporated under the laws of the State of Connecticut. 
    
                           Location and Nature of Business:  TEN Transmission
   Company's principal place of business and executive offices are located at
   100 Columbus Boulevard, Hartford, Connecticut 06103.  It is a wholly-owned
   subsidiary of TEN.  TEN Transmission Company owns a 4.87 percent share of
   the Iroquois Gas Transmission System Partnership, which owns a natural gas
   pipeline that delivers Canadian natural gas into New York State and
   Southern New England. 
    
                     (vi) Name of Subsidiary:  The Hartford Steam Company
   ("HSC"). 
                           State of Organization:  HSC is incorporated under
   the laws of the State of Connecticut. 
    
                           Location and Nature of Business:  HSC's principal
   place of business is located at 60 Columbus Boulevard, Hartford,
   Connecticut.  HSC's executive offices are located at 100 Columbus
   Boulevard, Hartford, Connecticut 06103.  HSC, which is a wholly-owned
   subsidiary of TEN, owns and operates a district heating and cooling system
   serving a number of large buildings in central Hartford, Connecticut. 
    
                     (vii) Name of Subsidiary:  ENI Gas Services, Inc.
   ("ENIGas"). 
    
                            State of Organization:  ENIGas is incorporated
   under the laws of the State of Connecticut. 
    
                            Location and Nature of Business:  ENIGas's
   principal place of business and executive offices are located at 100
   Columbus Boulevard, Hartford, Connecticut 06103.  It is a wholly-owned
   subsidiary of TEN.  ENIGas owns a one-half interest in KBC Energy Services
   Partnership, which markets natural gas supplies and energy management
   services to commercial and industrial end-users, primarily in New England.  
       

         2.  A brief description of the properties of claimant and each of its
   subsidiary public utility companies used for the generation, transmission,
   and distribution of electric energy for sale, or for the production,
   transmission, and distribution of natural or manufactured gas, indicating
   the location of principal generating plants, transmission lines, producing
   fields, gas manufacturing plants, and electric and gas distribution
   facilities, including all such properties which are outside the State in
   which claimant and its subsidiaries are organized and all transmission or
   pipelines which deliver or receive electric energy or gas at the borders of
   such State. 
    
               2.(a)  Claimant Information:  CTG has no properties other than
   the ownership of all of the common stock of CNG and of TEN. 
    
                                       -3- <PAGE>





               2.(b)  CNG - Subsidiary Public Utility Company Information:  A
   major portion of CNG's physical assets consists of gas distribution
   facilities.  As of December 31, 1997, CNG owned approximately 1,874 miles
   of distribution mains, 111,364 service units and 150,643 meters-in-field
   for customer use, all located in Connecticut.  CNG owns a liquified natural
   gas plant in Rocky Hill, Connecticut.  CNG does not own any producing
   fields, gas manufacturing plants or pipelines which deliver or receive gas
   at the border of the State of Connecticut.  CNG has contracted for storage
   service under which gas available during the warmer months of the year is
   stored underground, out-of-state, for use during the colder winter months
   of the year and for balancing throughout the year.        
    
         3.  The following information for the last calendar year with respect
   to claimant and each of its subsidiary public utility companies: 
    
         During the last calendar year, only CNG has been an operating public
   utility company, and, therefore, the information that follows relates to it
   alone. 
    
               (a)  Number of kwh. of electric energy sold (at retail or
   wholesale), and Mcf. of natural or manufactured gas distributed at retail. 
    
               Answer:  40,313,122 Mcf.  
    
               (b)  Number of kwh. of electric energy and Mcf. of natural or
   manufactured gas distributed at retail outside the State in which each such
   company is organized. 
    
               Answer:  591,392 Mcf.  (This responses excludes 648,971 Mcf of
   gas sold to electric utilities and 2,188,350 Mcf of gas sold to
   cogenerators.) 
    
               (c)  Number of kwh. of electric energy and Mcf. of natural or
   manufactured gas sold at wholesale outside the State in which each such
   company is organized, or at the State line. 
    
               Answer:  9,171,873 Mcf.  (This response includes 648,971 Mcf of
   gas sold to electric utilities and 2,188,350 Mcf of gas sold to
   cogenerators.) 
               (d)  Number of kwh. of electric energy and Mcf. of natural or
   manufactured gas purchased outside the State in which each such company is
   organized or at the State line. 
    
               Answer:  49,484,995 Mcf.  
    
         4.  The following information for the reporting period with respect
   to claimant and each interest it holds directly or indirectly in an EWG or
   a foreign utility company, stating monetary amounts in United States
   dollars: 
    
         CTG holds no direct or indirect interest in an EWG or a foreign
   utility company; therefore, the answers to (a) through (e) below are
   "None."  






                                       -4- <PAGE>





               (a)  Name, location, business address and description of the
   facilities used by the EWG or foreign utility company for the generation,
   transmission and distribution of electric energy for sale or for the
   distribution at retail of natural or manufactured gas. 
    
               (b)  Name of each system company that holds an interest in such
   EWG or foreign utility company; and description of the interest held. 
    
               (c)  Type and amount of capital invested, directly or
   indirectly, by the holding company claiming exemption; any direct or
   indirect guarantee of the security of the EWG or foreign utility company by
   the holding company claiming exemption; and any debt or other financial
   obligation for which there is recourse, directly or indirectly, to the
   holding company claiming exemption or another system company, other than
   the EWG or foreign utility company. 
    
               (d)  Capitalization and earnings of the EWG or foreign utility
   company during the reporting period. 
    
               (e)  Identify any service, sales or construction contract(s)
   between the EWG or foreign utility company and a system company, and
   describe the services to be rendered or goods sold and fees or revenues
   under such agreement(s). 
    
                                    EXHIBIT A 
    
         A consolidating statement of income and surplus of the claimant and
   its subsidiary companies for the last calendar year, together with a
   consolidating balance sheet of claimant and its subsidiary companies as of
   the close of such calendar year. 
    
         Attached as Exhibit A is a consolidating statement of income and
   surplus of the claimant and its subsidiary companies for the last calendar
   year, together with a consolidating balance sheet of claimant and its
   subsidiary companies as of the close of such calendar year. 

    
                                    EXHIBIT B 
                             Financial Data Schedule 
    
         If, at the time a report on this form is filed, the registrant is
   required to submit this report and any amendments thereto electronically
   via EDGAR, the registrant shall furnish a Financial Data Schedule.  The
   Schedule shall set forth the financial and other data specified below that
   are applicable to the registrant on a consolidated basis. 
    
   Item No.  Caption Heading 
    
   1           Total Assets 
    
   2           Total Operating Revenues 
    
   3           Net Income 
                                       -5- <PAGE>





         Attached as Exhibit B is a Financial Data Schedule which sets forth
   1) Total Assets, 2) Total Operating Revenues and 3) Net Income applicable
   to CTG and its subsidiaries as of the close of the last calendar year.  
    
                                    EXHIBIT C 
    
         An organizational chart showing the relationship of each EWG or
   foreign company to associate companies in the holding-company system. 
    
         Not applicable.  
    
    
    
         The above-named claimant has caused this statement to be duly
   executed on its behalf by its authorized officer on this 26th day of
   February, 1998. 
    
                                        
                                       CTG RESOURCES, INC. 
    
    
    
                                       By  S/ Arthur C. Marquardt
                                         ----------------------------
                                         Arthur C. Marquardt
                                         President and Chief Executive Officer
                                          
    
   Corporate Seal 
    
   Attest: 
    
    
   S/ Reginald L. Babcock 
   -----------------------------                              
   (Name) Reginald L. Babcock
   (Title)  Vice President, General Counsel
               and Secretary
    
    
   Name, title, and address of officer to whom notices and correspondence
   concerning this statement should be addressed: 
    

   Reginald L. Babcock              
   Vice President, General Counsel 
     and Secretary    
   CTG Resources, Inc., P.O. Box 1500,  
   Hartford, CT 06144-1500 


                                       -6- <PAGE>




<TABLE>
<CAPTION>
                                                                  CTG RESOURCES, INC.
                                                           CONSOLIDATING INCOME STATEMENT
                                                                  DECEMBER 31, 1997
                                                                     (UNAUDITED)

                                                                      EXHIBIT A


<S>                                <C>            <C>          <C>           <C>           <C>           <C>          <C>         
                                   CONNECTICUT      CNG        THE ENERGY       THE         ENI GAS                       TEN
                                   NATURAL GAS     REALTY       NETWORK,     HARTFORD      SERVICES                   TRANSMISSION
ACCOUNT DESCRIPTION                CORPORATION      CO.           INC.       STEAM CO.       INC.         ENSERVE       COMPANY

Operating Revenues                  $  289,114   $    1,673    $    5,666   $   14,917     $        -   $    2,095      $        - 
Less:  Cost of Energy                  161,506            -             -            -              -            -               - 
       State Gross Receipts Tax         10,490            -             -          516              -            -               - 
                                    ----------   ----------    ----------   ----------     ----------   ----------      ---------- 
Operating Margin                       117,118        1,673         5,666       14,401              -        2,095               - 
                                    ----------   ----------    ----------   ----------     ----------   ----------      ---------- 

Operating Expenses:
   Operations & maintenance 
      expenses                          51,316            -         4,384        9,238             17        2,687              87 
   Depreciation                         15,708          600           794        1,342              -           32               - 
   Income taxes                         16,557            -          (125)       1,121            (43)        (309)            (36)
   Other taxes                           6,249            -           178        1,053              -          120               - 
                                    ----------   ----------    ----------   ----------     ----------   ----------      ---------- 
                                        89,830          600         5,231       12,754            (26)       2,530              51 
                                    ----------   ----------    ----------   ----------     ----------   ----------      ---------- 
Operating Income                        27,288        1,073           435        1,647             26         (435)            (51)
                                    ----------   ----------    ----------   ----------     ----------   ----------      ---------- 
Other Income (Deductions):
   Allowance for equity funds used
     during construction                   125            -             -            -              -            -               - 
   Equity in partnership earnings          445            -         1,835            -           (102)           -           2,745 
   Other income (deductions)              (157            -           304           16            (40)         153          (1,148)
   Income Taxes                              -            -             -            -              -            -               - 
                                    ----------   ----------    ----------   ----------     ----------   ----------      ---------- 
                                           413            -         2,139           16           (142)         153           1,597 
                                    ----------   ----------    ----------   ----------     ----------   ----------      ---------- 
Interest and Debt Expense               11,319        1,073         1,189           66              -           40               - 
                                    ----------   ----------    ----------   ----------     ----------   ----------      ---------- 
Net Income                              16,382            -         1,385        1,597           (116)        (322)          1,546 
Less-Dividends on Preferred Stock           61            -             -            -              -            -               - 
                                    ----------   ----------    ----------   ----------     ----------   ----------      ---------- 
Net Income Applicable to Common 
  Stock                             $   16,321   $        -    $    1,385   $    1,597     $     (116)  $     (322)     $    1,546 
                                    ==========   ==========    ==========   ==========     ==========   ==========      ========== 
</TABLE>
     Note:  Individual columns may not add to Consolidated amounts due to 
            rounding.
      <PAGE>




<TABLE>
<CAPTION>
                                               CTG RESOURCES, INC.
                                   CONSOLIDATING INCOME STATEMENT (CONCLUDED)
                                                DECEMBER 31, 1997
                                                   (UNAUDITED)

                                                    EXHIBIT A


                                                  CTG                ADJUSTMENTS/            CONSOLIDATED
                                            RESOURCES, INC.          ELIMINATIONS           CTG RESOURCES,
     <S>                                     <C>                 <C>           <C>          <C>
     ACCOUNT DESCRIPTION                     (HOLDING CO.)        DEBIT         CREDIT           INC.
     Operating Revenues                           $        -     $        -    $   (4,773)       $  308,692 
     Less:  Cost of Energy                                 -          6,465             -           167,971 
            State Gross Receipts Tax                       -              -             -            11,006 
                                                  ----------     ----------    ----------        ---------- 
     Operating Margin                                      -         (6,465)       (4,773)          129,715 
                                                  ----------     ----------    ----------        ---------- 

     Operating Expenses:
        Operations & maintenance expenses                  -              -       (11,229)           56,500 
        Depreciation                                       -              -           (15)           18,461 
        Income taxes                                       -             54             -            17,219 
        Other taxes                                        -              -             -             7,600 
                                                  ----------     ----------    ----------        ---------- 
                                                           -             54       (11,244)           99,780 
                                                  ----------     ----------    ----------        ---------- 
     Operating Income                                      -         (6,519)        6,471            29,935 
                                                  ----------     ----------    ----------        ---------- 
     Other Income (Deductions):
        Allowance for equity funds used
          during construction                              -              -             -               125 
        Equity in partnership earnings                 5,746          7,736             -             2,933 
        Other income (deductions)                          -            891             -                19 
        Income Taxes                                       -              -          (923)             (923)
                                                  ----------     ----------    ----------        ---------- 
                                                       5,746          8,627          (923)            2,154 
                                                  ----------     ----------    ----------        ---------- 
     Interest and Debt Expense                             -              -           (80)           13,607 
                                                  ----------     ----------    ----------        ---------- 
     Net Income                                        5,746          2,108         5,628            18,482 
     Less-Dividends on Preferred Stock                     -              -             -                61 
                                                  ----------     ----------    ----------        ---------- 
     Net Income Applicable to Common Stock        $    5,746     $    2,108    $    5,628        $   18,421 
                                                  ==========     ==========    ==========        ========== 
</TABLE>
     Note:  Individual columns may not add to Consolidated amounts due to 
            rounding.
<PAGE>




<TABLE>
<CAPTION>
                                                            CTG RESOURCES, INC.
                                                        CONSOLIDATING BALANCE SHEET
                                                            AT DECEMBER 31, 1997
                                                                (UNAUDITED)
                                                                 EXHIBIT A

<S>                                         <C>           <C>        <C>          <C>         <C>         <C>        <C>     
                                            CONNECTICUT      CNG     THE ENERGY      THE      ENI GAS                    TEN
                                            NATURAL GAS    REALTY     NETWORK,    HARTFORD    SERVICES               TRANSMISSION
ACCOUNT DESCRIPTION                         CORPORATION      CO.        INC.      STEAM CO.     INC.      ENSERVE      COMPANY

ASSETS
- ------
Plant and Equipment:
   Regulated energy                           $ 409,040   $  17,875   $       -   $       -   $       -   $       -     $       - 
   Unregulated energy                                 -           -      19,074      42,607           -           -             - 
   Construction work in progress                  7,992           -          83           -           -           -             - 
                                              ---------   ---------   ---------   ---------   ---------   ---------     --------- 
                                                417,032      17,875      19,157      42,607           -           -             - 
   Less-Allowance for depreciation              139,887       5,067       5,650      15,468           -           -             - 
                                              ---------   ---------   ---------   ---------   ---------   ---------     --------- 
                                                277,145      12,808      13,507      27,139           -           -             - 
                                              ---------   ---------   ---------   ---------   ---------   ---------     --------- 

Investments, at equity                                1           -      37,507           -         259           -         9,815 
                                              ---------   ---------   ---------   ---------   ---------   ---------     --------- 
Current Assets:
   Cash and cash equivalents                      1,335           6        (891)      2,628          66         383             - 
   Accounts and notes receivable                 42,799         703      53,367       2,130        (375)      1,216             - 
   Allowance for doubtful accounts               (3,238)          -        (197)        (83)          -         (33)            - 
   Accrued utility revenue                       20,313           -           -           -           -           -             - 
   Inventories                                   14,206           -          49         159           -           -             - 
   Prepaid expenses                               5,131           -          11          71           -           -             - 
                                              ---------   ---------   ---------   ---------   ---------   ---------     --------- 
                                                 80,546         709      52,339       4,905        (309)      1,566             - 
                                              ---------   ---------   ---------   ---------   ---------   ---------     --------- 
Deferred Charges and Other Assets:
   Unrecovered future taxes                      37,177           -           -           -           -           -             - 
   Recoverable transition costs                     464           -           -           -           -           -             - 
   Other assets                                  19,993         756       1,925         256          13           -           593 
                                              ---------   ---------   ---------   ---------   ---------   ---------     --------- 
                                                 57,634         756       1,925         256          13           -           593 
                                              ---------   ---------   ---------   ---------   ---------   ---------     --------- 
                                              $ 415,326   $  14,273   $ 105,278   $  32,300   $     (37)  $   1,566     $  10,408 
                                              =========   =========   =========   =========   =========   =========     ========= 
</TABLE>
     Note:  Individual columns may not add to Consolidated amounts due to 
            rounding.
      <PAGE>




<TABLE>
<CAPTION>
                                                            CTG RESOURCES, INC.
                                                  CONSOLIDATING BALANCE SHEET (CONCLUDED)
                                                            AT DECEMBER 31, 1997
                                                                (UNAUDITED)
                                                                 EXHIBIT A
                                               
s>                                          <C>          <C>         <C>          <C>         <C>         <C>        <C>  
                                            CONNECTICUT      CNG     THE ENERGY      THE      ENI GAS                    TEN
                                            NATURAL GAS    REALTY     NETWORK,    HARTFORD    SERVICES               TRANSMISSION
                                            CORPORATION      CO.        INC.      STEAM CO.     INC.      ENSERVE      COMPANY
CAPITALIZATION AND LIABILITIES
- ------------------------------
Capitalization:
   Common Stock                               $  33,233   $       1   $       2   $      62   $       1   $       1     $       1 
   Capital in excess of par value                73,617           -      13,808       5,623         234       2,107         8,650 
   Retained Earnings                             29,067           -      25,330      19,669        (228)       (980)          520 
                                              ---------   ---------   ---------   ---------   ---------   ---------     --------- 
                                                135,917           1      39,140      25,354           7       1,128         9,171 
   Unearned compensation -
      Restricted stock awards                         -           -           -           -           -           -             - 
                                              ---------   ---------   ---------   ---------   ---------   ---------     --------- 
      Common stock equity                       135,917           1      39,140      25,354           7       1,128         9,171 
   Preferred stock, not subject to
      mandatory redemption                          883           -           -           -           -           -             - 
   Long-term debt                               119,500      13,859      55,600           -           -           -             - 
                                              ---------   ---------   ---------   ---------   ---------   ---------     --------- 
                                                256,300      13,860      94,740      25,354           7       1,128         9,171 
                                              ---------   ---------   ---------   ---------   ---------   ---------     --------- 
Current Liabilities:
   Current portion of long-term debt              2,500           -           -           -           -           -             - 
   Notes payable                                 26,500           -       4,000           -           -           -             - 
   Accounts payable and accrued expenses         32,350           5       1,917       1,589           -         323            15 
   Refundable purchased gas costs                 5,616           -         (39)          -           -           -             - 
   Accrued liabilities                            7,461         408         175         254         (76)        130            24 
                                              ---------   ---------   ---------   ---------   ---------   ---------     --------- 
                                                 74,427         413       6,053       1,843         (76)        453            39 
                                              ---------   ---------   ---------   ---------   ---------   ---------     --------- 
Deferred Credits:
   Deferred income taxes                         34,904           -       4,485       5,053          32         (15)        1,198 
   Unfunded deferred income taxes                37,177           -           -           -           -           -             - 
   Investment tax credits                         2,927           -           -           -           -           -             - 
   Refundable taxes                               3,491           -           -           -           -           -             - 
   Other                                          6,100           -           -          50           -           -             - 
                                              ---------   ---------   ---------   ---------   ---------   ---------     --------- 
                                                 84,599           -       4,485       5,103          32         (15)        1,198 
                                              ---------   ---------   ---------   ---------   ---------   ---------     --------- 
   Commitments and Contingencies
                                              ---------   ---------   ---------   ---------   ---------   ---------     --------- 
                                              $ 415,326   $  14,273   $ 105,278   $  32,300   $     (37)  $   1,566     $  10,408 
                                              =========   =========   =========   =========   =========   =========     ========= 
</TABLE>
     Note:  Individual columns may not add to Consolidated amounts due to 
            rounding.

<PAGE>




<TABLE>
<CAPTION>
                                                 CTG RESOURCES, INC.
                                       CONSOLIDATING BALANCE SHEET (CONCLUDED)
                                                 AT DECEMBER 31, 1997
                                                     (UNAUDITED)
                                                      EXHIBIT A

                                                      CTG                 ADJUSTMENTS/            CONSOLIDATED
                                                RESOURCES, INC.           ELIMINATIONS           CTG RESOURCES,
    <S>                                         <C>                  <C>             <C>         <C>
     ACCOUNT DESCRIPTION                         (HOLDING CO.)       DEBIT           CREDIT           INC.


    ASSETS
     ------
     Plant and Equipment:
        Regulated energy                             $       -        $       -       $       -       $ 426,915 
        Unregulated energy                                   -                -          (1,066)         60,615 
        Construction work in progress                        -                -               -           8,075 
                                                     ---------        ---------       ---------       --------- 
                                                             -                -          (1,066)        495,605 
        Less-Allowance for depreciation                      -              517               -         165,555 
                                                     ---------        ---------       ---------       --------- 
                                                             -              517          (1,066)        330,050 
                                                     ---------        ---------       ---------       --------- 

     Investments, at equity                            174,204                -        (210,668)         11,118 
                                                     ---------        ---------       ---------       --------- 
     Current Assets:
        Cash and cash equivalents                            -                -               -           3,527 
        Accounts and notes receivable                    4,144                -         (58,643)         45,341 
        Allowance for doubtful accounts                      -                -               -          (3,551)
        Accrued utility revenue                              -                -               -          20,313 
        Inventories                                          -                -               -          14,414 
        Prepaid expenses                                     -                -               -           5,213 
                                                     ---------        ---------       ---------       --------- 
                                                         4,144                -         (58,643)         85,257 
                                                     ---------        ---------       ---------       --------- 
     Deferred Charges and Other Assets:
        Unrecovered future taxes                             -                -               -          37,177 
        Recoverable transition costs                         -                -               -             464 
        Other assets                                         -                -            (839)         22,697 
                                                     ---------        ---------       ---------       --------- 
                                                             -                -            (839)         60,338 
                                                     ---------        ---------       ---------       --------- 
                                                     $ 178,348        $     517       $(271,216)      $ 486,763 
                                                     =========        =========       =========       ========= 
</TABLE>
     Note:  Individual columns may not add to Consolidated amounts due to 
            rounding.
<PAGE>




<TABLE>
<CAPTION>
                                                 CTG RESOURCES, INC.
                                       CONSOLIDATING BALANCE SHEET (CONCLUDED)
                                                 AT DECEMBER 31, 1997
                                                     (UNAUDITED)
                                                      EXHIBIT A

                                                      CTG                 ADJUSTMENTS/            CONSOLIDATED
                                                RESOURCES, INC.           ELIMINATIONS           CTG RESOURCES,
    <S>                                         <C>                  <C>             <C>         <C>
     ACCOUNT DESCRIPTION                         (HOLDING CO.)       DEBIT           CREDIT           INC.

     CAPITALIZATION AND LIABILITIES
    ------------------------------
    Capitalization:
        Common Stock                                 $  68,933        $  34,665       $       -       $  67,569 
        Capital in excess of par value                    (525)         103,514               -               - 
        Retained Earnings                               56,060           73,570               -          55,868 
                                                     ---------        ---------       ---------       --------- 
                                                       124,468          211,749               -         123,437 
        Unearned compensation -
           Restricted stock awards                        (932)               -               -            (932)
                                                     ---------        ---------       ---------       --------- 
           Common stock equity                         123,536          211,749               -         122,505 
        Preferred stock, not subject to
           mandatory redemption                              -                -               -             883 
        Long-term debt                                       -           (1,585)              -         187,374 
                                                     ---------        ---------       ---------       --------- 
                                                       123,536          213,334               -         310,762 
                                                     ---------        ---------       ---------       --------- 
     Current Liabilities:
        Current portion of long-term debt                    -                -          (1,585)          4,085 
        Notes payable                                        -                -               -          30,500 
        Accounts payable and accrued expenses           54,812           58,646               -          32,365 
        Refundable purchased gas costs                       -                -               -           5,577 
        Accrued liabilities                                  -              161               -           8,215 
                                                     ---------        ---------       ---------       --------- 
                                                        54,812           58,807          (1,585)         80,742 
                                                     ---------        ---------       ---------       --------- 
     Deferred Credits:
        Deferred income taxes                                -               15               -          45,642 
        Unfunded deferred income taxes                       -                -               -          37,177 
        Investment tax credits                               -                -               -           2,927 
        Refundable taxes                                     -                -               -           3,491 
        Other                                                -              128               -           6,022 
                                                     ---------        ---------       ---------       --------- 
                                                             -              143               -          95,259 
                                                     ---------        ---------       ---------       --------- 
        Commitments and Contingencies
                                                     ---------        ---------       ---------       --------- 
                                                     $ 178,348        $ 272,284       $  (1,585)      $ 486,763 
                                                     =========        =========       =========       ========= 
</TABLE>
     Note:  Individual columns may not add to Consolidated amounts due to 
            rounding.
<PAGE>




<TABLE>
<CAPTION>
                                                           CTG RESOURCES, INC.
                                         CONSOLIDATING STATEMENT OF CHANGES IN RETAINED EARNINGS
                                                           AT DECEMBER 31, 1997
                                                               (UNAUDITED)
                                                                EXHIBIT A

     <S>                                 <C>           <C>         <C>         <C>         <C>         <C>         <C>   
                                         CONNECTICUT       CNG     THE ENERGY      THE       ENI GAS                   TEN
                                         NATURAL GAS     REALTY     NETWORK,    HARTFORD    SERVICES               TRANSMISSION
     ACCOUNT DESCRIPTION                 CORPORATION       CO.        INC.      STEAM CO.     INC.      ENSERVE      COMPANY

     Retained Earnings at 12/31/96        $   51,730   $        -  $   24,382  $   19,101  $     (112) $     (658)   $      517 
     Net Income/(Loss)                        16,321            -       1,385       1,597        (116)       (322)        1,546 
     Dividends Paid                          (13,609)           -      (1,523)     (1,029)          -           -        (1,543)
     Holding Company Reorganization          (25,375)           -       1,086           -           -           -             - 
                                          ----------   ----------  ----------  ----------  ----------  ----------    ---------- 
     Retained Earnings at 12/31/97        $   29,067   $        -  $   25,330  $   19,669  $     (228) $     (980)   $      520 
                                          ==========   ==========  ==========  ==========  ==========  ==========    ========== 
</TABLE>
     Note:  Individual columns may not add to Consolidated amounts due to 
            rounding.
<PAGE>




<TABLE>
<CAPTION>
                                                CTG RESOURCES, INC.
                        CONSOLIDATING STATEMENT OF CHANGES IN RETAINED EARNINGS (CONCLUDED)
                                               AT DECEMBER 31, 1997
                                                    (UNAUDITED)
                                                     EXHIBIT A

                                                   CTG                 ADJUSTMENTS/             CONSOLIDATED
                                             RESOURCES, INC.           ELIMINATIONS            CTG RESOURCES,
     <S>                                     <C>                  <C>             <C>          <C> 
     ACCOUNT DESCRIPTION                      (HOLDING CO.)       DEBIT           CREDIT            INC.

     Retained Earnings at 12/31/96                $        -      $   43,226      $        -       $   51,734 
     Net Income/(Loss)                                 5,746           7,736               -           18,421 
     Dividends Paid                                  (14,287)              -         (17,704)         (14,287)
     Holding Company Reorganization                   64,601          40,312               -                - 
                                                  ----------      ----------      ----------       ---------- 
     Retained Earnings at 12/31/97                $   56,060      $   91,274      $  (17,704)      $   55,868 
                                                  ==========      ==========      ==========       ========== 
</TABLE>
      
     Note:  Individual columns may not add to Consolidated amounts due to 
            rounding.
      <PAGE>

<TABLE> <S> <C>







    <ARTICLE>  OPUR3
    <MULTIPLIER>  1,000
           
    <S>                                    <C>

    <PERIOD-TYPE>                          YEAR
    <FISCAL-YEAR-END>                      SEP-30-1997
    <PERIOD-START>                         JAN-01-1997
    <PERIOD-END>                           DEC-31-1997
    <BOOK-VALUE>                           PER-BOOK

    <TOTAL-ASSETS>                                           486,763 
    <TOTAL-OPERATING-REVENUES>                               308,692 
    <NET-INCOME>                                              18,482 
            <PAGE>

</TABLE>


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