<PAGE> 1
=================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
AMENDMENT NO. 1 TO
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 1997
COMMISSION FILE NUMBER 0-1166
_________________________
ESSEX COUNTY GAS COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MASSACHUSETTS 04-1427020
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
7 NORTH HUNT ROAD, AMESBURY, MASSACHUSETTS 01913
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
N/A
(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED
SINCE LAST REPORT)
______________________________________
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding twelve (12)
months for such shorter period that the Registrant was required
to file such reports, and (2) has been subject to such filing
requirements for the past ninety (90) days: Yes X_ No ___
__________________
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares of each of the issuer's classes of
common stock, as of the latest practical date.
CLASS SHARES OUTSTANDING DATE
Common, no par value 1,720,919 February 28, 1998
=================================================================
<PAGE>
Registrant hereby amends and restates Items 1 and 2 of its
Quarterly Report on Form 10-Q for the quarterly period ended
November 30, 1997, as follows:
ITEM 1: The first sentence of the penultimate paragraph of
Item 1 on page 8 is hereby amended and restated to read as
follows:
" The exchange ratio will be subject to adjustment in the
event that the average closing price of 1.183985 shares of
Eastern common stock for the ten (10) trading day period ending
on the fifth trading day prior to the closing date of the
proposed merger is less than $45 or greater than $50."
ITEM 2: The fourth sentence of the first paragraph of the
subsection entitled "Merger Agreement" is hereby amended and
restated to read as follows:
" The exchange ratio will be subject to adjustment in the
event that the average closing price of 1.183985 shares of
Eastern common stock for the ten (10) trading day period ending
on the fifth trading day prior to the closing date of the
proposed merger is less than $45 or greater than $50."
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
ESSEX COUNTY GAS COMPANY
BY_______/s/ Philip H. Reardon ________________
Name: Philip H. Reardon
Title: President and Chief Executive Officer
BY_______/s/ James H. Hastings_________________
Name: James H. Hastings
Title: Vice President and Treasurer
Date: April 15, 1998
