SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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14a-6(e)(2))
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[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
CTG RESOURCES, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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CTG RESOURCES, INC.
P.O. BOX 1500
100 COLUMBUS BOULEVARD
HARTFORD, CONNECTICUT 06144-1500
(860) 727-3000
________________________
Supplement to Proxy Statement
Dated December 26, 1997
________________________
Annual Meeting of Shareholders
To Be Held January 27, 1998
________________________
During the printing of the Proxy Statement distributed in connection with
the Annual Meeting of Shareholders of CTG Resources, Inc., a Connecticut
corporation ("CTG" or the "Company"), to be held on January 27, 1998, several
sentences were inadvertently dropped from the last paragraph of page 17. The
full text of that paragraph, which summarizes certain information relating to
the vesting of restricted stock awards granted during fiscal 1997 to the persons
named in the Summary Compensation Table, is as follows (the language
inadvertently omitted from the Proxy Statement is in italics):
During fiscal year 1997, each of the officers except the CEO
named in the Summary Compensation Table was granted an award of
restricted stock, one-third of which is scheduled to vest during each
of 2000, 2001 and 2002, assuming the performance criteria set forth in
the agreements evidencing the awards are satisfied. In the case of the
CEO, one-half was scheduled to vest in fiscal 1998, the other half in
fiscal 1999. The awards will be adjusted upward or downward at the end
of each measurement period, depending on the financial performance of
the Company. If the Company's total shareholder return for each
measurement period is in the top quartile of the peer group, 150% of
the original grant will vest and be distributed. If the ComPANY'S
TOTAL SHAREHOLDER RETURN FOR EACH MEASUREMENT PERIOD IS IN THE SECOND
QUARTILE, 75% OF THE ORIGINAL GRANT WILL VEST AND BE DISTRIBUTED. IF
THE COMPANY'S TOTAL SHAREHOLDER RETURN FOR EACH MEASUREMENT PERIOD IS
IN THE THIRD QUARTILE, 25% OF THE ORIGINAL GRANT WILL VEST AND BE
DISTRIBUTED. FINALLY, IF THE COMPANY'S TOTAL SHAREHOLDER RETURN FOR
EACH MEASUREMENT PERIOD IS IN THE FOURTH QUARTILE, THE ORIGINAL GRANT
WILL BE FORFEITED.
The Company regrets any inconvenience this may have caused.
FOR THE BOARD OF DIRECTORS,
/s/ Reginald L. Babcock
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Reginald L. Babcock
Vice President, General
January 7, 1998 Counsel & Secretary
Hartford, Connecticut
