[First Amendment, dated March 25, 1998, to Registration Statement on
Form S-3 filed with the Securities and Exchange Commission on
March 24, 1998, consisting of corrected cover pages]
REGISTRATION NO. 333-48561
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
______________________
COLONIAL GAS COMPANY
(Exact name of registrant as specified in its charter)
Massachusetts 04-1558100
(State or other (I.R.S. Employer
jurisdiction Identification Number)
of incorporation or
organization)
40 Market Street, Lowell, Massachusetts, 01852 (978) 322-3000
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
______________________
DENNIS W. CARROLL
Vice President and Treasurer
Colonial Gas Company
40 Market Street
Lowell, Massachusetts 01852
(978) 322-3000
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Please send copies of all communications to:
STANLEY KELLER, ESQ. TIMOTHY A. CLARK DAVID P. FALCK, ESQ.
Palmer & Dodge LLP General Counsel Winthrop,Stimson,
One Beacon Street Colonial Gas Company Putnam & Roberts
Boston, Massachusetts 40 Market Street One Battery Park Plaza
Lowell, MA 01852 New York, New York 10004
______________________
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration
Statement.
______________________
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. ___
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box._X_
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for
the same offering.___
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. ___
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. ___
CALCULATION OF REGISTRATION FEE
Title of each Amount to Proposed Proposed Amount of
class of be maximum maximum registra-
securities to be registered offering aggregate ion fee
registered price per offering
unit price (1)
(1)(2)
Secured Medium $75,000,000 100% $75,000,000 $22,125
Term Notes
(1) Estimated solely for the purpose of calculating the
registration fee.
(2) Or, if any Secured Medium Term Notes are issued at an original
issue discount, such greater principal amount as shall result in
an aggregate offering price equal to $75,000,000.
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states
that this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until
the Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
[End of corrected cover pages]
