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July 3, 2000
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
Re: Colonial Gas Company Savings Plan
Registration Statement on Form S-8
(REGISTRATION NO. 33-34067)
Ladies and Gentlemen:
In accordance with Rule 477(a) promulgated under the Securities Act of 1933, as
amended, the Colonial Gas Company Savings Plan (the "Plan") hereby respectfully
requests that the Securities and Exchange Commission consent to the withdrawal
of its Registration Statement on Form S-8 (Registration No. 33-34067), together
with all exhibits thereto (the "Registration Statement"). The Plan is
requesting such withdrawal because the Plan has been amended so that no shares
of Colonial Gas Company or Eastern Enterprises, publicly traded companies
affiliated with the Plan, are being issued and sold under the Plan.
The Plan further requests that, pursuant to Rule 477(c), an order with the date
of the granting of the withdrawal be included in the files for the Registration
Statement in the following manner: "Withdrawn upon the request of the
Registrant, the Commission consenting thereto."
If you have any questions with respect to this letter, please call the
undersigned at (617) 723-5512, ext. 2213, or David B. Walek of the law firm of
Ropes & Gray at (617) 951-7388.
Sincerely,
COLONIAL GAS COMPANY SAVINGS PLAN
By: Dennis W. Carroll
-----------------
Name: Dennis W. Carroll
Title: Vice President and Controller
Cc: David B. Walek, Esq.
