SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant _x_
Filed by a Party other than the Registrant __
Check the appropriate box:
___ Preliminary Proxy Statement ___ Confidential, for Use of
the Commission Only (as
permitted by Rule 14a-6(e)(2))
___ Definitive Proxy Statement
_x_ Definitive Additional Materials
___ Soliciting Material Pursuant to Rule 14a-11(c)
or Rule 14a-12
COLONIAL GAS COMPANY
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other
Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
_x_ No Fee Required.
___ Fee computed on table below per Exchange Act
Rules 14a-6(i)(1) and 0-11.
1) Title of each class of Securities to which transaction
applies:
2) Aggregate number of securities to which transaction
applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated
and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
___ Fee paid previously with preliminary materials.
___ Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
M E M O R A N D U M
TO: All Employees
FROM: F.L. Putnam, III March 30, 1998
RE: 1998 Proxy Voting
We have previously sent to you proxy solicitation material
relating to the Annual Meeting of Shareholders which will be
held on April 15, 1998. The proposals to be voted on are
important to the Company's business. They include a
proposal to form a holding company, a structure which the
Board of Directors and management strongly believes will
assist the Company in positioning itself to respond to
industry changes.
Because you are the only person who can vote your shares, I
urge you to give all proposals your immediate attention and
send in your proxy promptly. The Company cannot vote your
shares on the matters to be acted upon at the meeting.
Our shareholders' attendance, in person or by proxy, is
necessary for the transaction of the business of the
Meeting. Your signed proxy will be helpful whether your
holdings are large or small, and will aid us in avoiding
further expense and delay.
If you have already voted your shares, please disregard this
memo. If you have any questions or require another proxy
card, please call Brian Norris at x3435. Thank you very
much for your cooperation.
/s/Larry
Larry
BWDN:JTA
R E M I N D E R
April 1, 1998
Dear Shareholder:
We have previously sent to you proxy solicitation
material relating to the Annual Meeting of
Shareholders which will be held on April 15, 1998.
According to our latest records, your proxy has not
yet been received.
The proposals to be voted on are important to the
Company's business. They include a proposal to form a
holding company, a structure which the Board of
Directors and management strongly believes will assist
the Company in positioning itself to respond to
industry changes.
Because you are the only person who can vote your
shares, I urge you to give all proposals your
immediate attention and send in your proxy promptly.
The Company cannot vote your shares on the matters to
be acted upon at the meeting.
Our shareholders' attendance, in person or by proxy,
is necessary for the transaction of the business of
the Meeting. Please disregard this reminder if you
have already mailed your proxy card to us. If you
have not, please vote and sign the enclosed card and
return it at once in the postpaid envelope.
Thank you very much for your cooperation.
Sincerely,
/s/F.L. Putnam, Jr.
F. L. Putnam, Jr.
Chairman and Senior Executive Officer
