Filed Under Rule 424(b)(3)
Registration No. 33-61863
PRICING SUPPLEMENT NO. 1 DATED October 6, 1995
(To Prospectus Dated September 27, 1995)
COLONIAL GAS COMPANY
SECURED MEDIUM TERM NOTES, SERIES A
Due from 9 months to 40 years from Date of Issue
(Fixed Rate)
Principal Amount: $10,000,000
Interest Rate: 6.44% for first ten years and 7.38% for
years eleven through thirty.
Interest Payment
Record Dates: April 4 and October 4
Interest Payment Dates: April 14 and October 14
Original Issue Date: October 12, 1995
Maturity Date: October 14, 2025
Agent's Commission: $62,500
Net Proceeds to Company: $9,937,500
___X___ These Notes cannot be redeemed by the Company prior to
maturity (except as provided in the Indenture).
_______ These Notes may be redeemed, at the option of the
Company, prior to maturity.
Repayment at Option of Holder:
A holder of the Notes shall have the option to require redemption
of the Notes held by it in whole or in part (as provided below),
at par plus accrued interest on October 14, 2005 (the "Redemption
Date"), upon notification to the Company and the Trustee given
not less than 30 nor more than 60 days prior to the Redemption
Date. This option may be exercised by a holder of Notes for less
than the entire principal amount held by it, provided the
principal amount which is to be repaid to such holder is equal to
$1,000 or an integral multiple of $1,000. Such election by a
holder to tender Notes for repayment will be irrevocable.
Book Entry Bonds. So long as the Notes are held under the book-
entry system referred to in the Prospectus under "DESCRIPTION OF
NOTES--Book-Entry Notes", DTC or its nominee, Cede & Co., as
registered holder of the Notes, will be entitled to tender the
Notes on October 14, 2005 for repayment and any such tenders will
be effected by means of DTC's Repayment Option Procedures.
During the period from and including August 15, 2005 to and
including September 14, 2005 or, if such September 14, 2005 is
not a business day, the next succeeding business day, DTC will
receive instructions from its Participants (acting on behalf of
owners of beneficial interests in the Notes) to tender the Notes
for repayment under DTC's Repayment Option Procedures. Such
tenders for repayment will be made by DTC by means of a book-
entry credit of the Notes to the account of the Trustee, provided
that DTC receives instructions from tendering Participants by no
later than Noon (Eastern Time). Promptly after the recording of
any such book-entry credit, DTC will provide the Trustee an Agent
Put Daily Activity Report in accordance with its Repayment Option
Procedures, identifying the Notes and the aggregate principal
amount thereof as to which such tenders for repayment have been
made. OWNERS OF BENEFICIAL INTERESTS IN NOTES WHO WISH TO
EFFECTUATE THE TENDER AND REPAYMENT OF SUCH NOTES MUST INSTRUCT
THEIR RESPECTIVE DTC PARTICIPANT OR PARTICIPANTS A REASONABLE
PERIOD OF TIME IN ADVANCE OF SEPTEMBER 14, 2005.
Certificated Bonds. If at any time the use of a book-entry
system through DTC (or any successor securities depository) is
discontinued with respect to the Notes, tenders for repayment of
such bonds on October 14, 2005 shall be made according to the
following procedures. The Company must receive at the principal
office of the Trustee, during the period from and including
August 15, 2005 to and including September 14, 2005 or, if such
September 14, 2005 is not a business day, the next succeeding
business day, (i) the Note with a duly executed demand setting
forth the name of the registered holder of the Note, the
principal amount of the Note, the amount of the Note to be
repaid, and a statement that the option to elect repayment is
being exercised thereby, or (ii) a telegram, telex, facsimile
transmission or letter from a member of a national securities
exchange or the National Association of Securities Dealers, Inc.,
or a commercial bank or trust company in the United States of
America, setting forth the name of the registered holder of the
Note, the principal amount of the Note, the amount of the Note to
be repaid, a statement that the option to elect repayment is
being exercised thereby and a guarantee that the Note to be
repaid with the duly executed demand described in clause (i) will
be received by the Company not later than five business days
after the date of such telegram, telex, facsimile transmission or
letter and such Note and form duly completed are received by the
Company by such fifth business day. Any such notice received by
the Company during the period from and including August 15, 2005
to and including September 14, 2005 shall be irrevocable. All
questions as to the validity, eligibility (including time of
receipt) and the acceptance of any Note for repayment will be
determined by the Company, whose determination will be final and
binding.
Trustee:
The current Trustee, The First National Bank of Boston, has
transferred its trust business to State Street Bank and Trust
Company. Upon completion of the necessary documentation, it is
expected that the Trustee will be State Street Bank and Trust
Company, whose principal place of business is 225 Franklin
Street, Boston, Massachusetts, ATTENTION: CORPORATE TRUST DEPT.
