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:
IMPORTANT MATTER CONCERNING YOUR SHARES
IN COLONIAL GAS COMPANY
April 20, 1998
Dear Stockholder:
The annual meeting of stockholders of Colonial Gas Company was
convened on April 15, 1998. At the meeting, stockholders elected
the four nominated Class II Directors and approved the Executive
Performance and Equity Incentive Plan. The meeting was then
adjourned and continued until May 7, 1998 in order to provide
stockholders additional time to vote on the proposal to adopt a
holding company structure. It will reconvene at 10:00 A.M. on
that date at the Company's offices at 40 Market Street, Lowell,
Massachusetts.
Although the overwhelming majority of votes received to date have
been FOR the adoption of a holding company structure, we have not
yet received the required approval of two-thirds of all shares
outstanding. Accordingly, more votes are needed on the proposed
holding company structure.
The Board of Directors, as set forth in the Proxy Statement
previously sent to you, recommends a vote FOR this proposal. The
Board of Directors believes that a holding company structure will
help provide management with the organizational and financial
flexibility to compete more effectively in a deregulated natural
gas utility industry.
IF YOU HAVE NOT YET VOTED, WE URGE YOU TO DO SO NOW. Regardless
of the number of shares you own, it is important that your shares
are represented and voted at the reconvened meeting.
IF YOU HOLD YOUR SHARES IN STREET NAME, YOUR BROKER CANNOT VOTE
YOUR SHARES FOR YOU ON THIS PROPOSAL. ACCORDINGLY, PLEASE TAKE
A MOMENT NOW TO VOTE ON THE HOLDING COMPANY (PROPOSAL NUMBER 3 ON
THE ENCLOSED PROXY CARD), AND THEN SIGN, DATE AND MAIL BACK THE
CARD IN THE POSTAGE-PAID ENVELOPE INCLUDED FOR YOUR CONVENIENCE.
Thank you for your cooperation.
Sincerely,
F. L. Putnam, Jr.
Chairman and Senior Executive Officer
Enclosures
