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Filed Pursuant to Rule 424(c)
Registration No. 333-13995
Prospectus Supplement No. 1 Dated November 4, 1997
to the Prospectus Dated October 11, 1996
FALL RIVER GAS COMPANY
This Prospectus Supplement No. 1 amends the number of shares of Common
Stock, $0.83 1/3 par value per share, of Fall River Gas Company (the "Company")
being offered for sale and reflected throughout the Prospectus. The Company is
offering 29,792 shares of Common Stock, which is a decrease of 220,208 shares of
Common Stock referenced in the Prospectus.
The Company intends to make available a total of 340,000 shares of its
Common Stock for public sale pursuant to the Registration Statement of the
Company on Form S-2 filed with the Securities and Exchange Commission on
September 18, 1997. The Company has decreased the number of shares of Common
Stock being offered for sale referenced in the Prospectus in order to allow
220,208 shares to be available for offering in the public sale. Decreasing the
number of shares offered for sale pursuant to the Prospectus permits the Company
to complete the public offering of its shares, without the delay and expense of
holding a Special Stockholders Meeting to obtain stockholder approval to
increase the number of authorized shares of Common Stock. The Company intends
to use the proceeds of the referenced public offer of its Common Stock to repay
short-term indebtedness primarily incurred for funding of additions to property,
plant and equipment. By avoiding the delay associated with holding a Special
Meeting of Stockholders, the Company will avail itself of current favorable
market conditions and reduce the cost associated with its short-term financings.
By decreasing the number of shares offered for sale pursuant to the
Prospectus, the Company will be able to complete the public offering of its
shares in an expeditious manner. Upon completion of the public offering, the
Company intends to seek Stockholder approval at its regular Annual Meeting of
Stockholders in February, 1998, of an amendment to its Certificate of
Incorporation to increase the number of authorized shares, and to then replenish
the shares of Common Stock offered for sale pursuant to the Prospectus.
This Prospectus Supplement No. 1 should be read in conjunction with the
Prospectus dated October 11, 1996.
