<PAGE>
As filed with the Securities and
Exchange Commission on June 17, 1997
Registration No. 33- __________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
__________________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
__________________________________
ENERGYNORTH, INC.
(Exact name of issuer as specified in its charter)
New Hampshire 02-0363755
(State or other jurisdiction of (I.R.S
Employer incorporation or organization) Identification No.)
1260 Elm St., P.O. Box 329
Manchester, New Hampshire 03105-0329
(Address of Principal Executive Offices Including Zip Code)
ENERGYNORTH, INC. DIRECTOR INCENTIVE COMPENSATION PLAN
(Full title of plan)
ROBERT R. GIORDANO
President and Chief Executive Officer
EnergyNorth, Inc.
P.O. Box 329
Manchester, New Hampshire 03105-0329
(603)625-4000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copy to: RICHARD A. SAMUELS, ESQUIRE
McLane, Graf, Raulerson & Middleton
Professional Association
900 Elm Street, P.O. Box 326
Manchester, New Hampshire 03105-0326
________________________________
Approximate date of proposed sales pursuant to the Plan:
From time to time after the effective date of this Registration
Statement
CALCULATION OF REGISTRATION FEE
________________________________________________________________________________
Title of Proposed Maximum Proposed Maximum Amount of
Securities To Amount To Be Aggregate Offering Aggregate Registration
Be Registered Registered Price Per Share Offering Price Fee
________________________________________________________________________________
Common Stock
par value $1.00 20,000 $22.0625 $441,250.00 $133.71
_______________________________
1 Estimated solely for the purpose of calculating the
Registration fee pursuant to Rule 457(h) on the basis of the
average of the high and low reported sale prices of the
registrant's Common Stock as quoted on the New York Stock
Exchange on June 12, 1997.
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ENERGYNORTH, INC.
Cross-Reference Sheet
Form S-8
Item in Part I of Form S-8 Location in the Prospectus
1. Plan Information
(a) General Plan Outside front cover page of
Information prospectus; The Plan: General;
Purpose of the Plan; Effective
Date and Expiration of the Plan
(b) Securities to The Plan: Stock Subject to
be Offered Plan
(c) Directors Who May The Plan: Eligibility and
Participate in the Plan Selection
(d) Purchase of Securities The Plan: Stock Subject to the
Pursuant to the Plan Plan; Terms and Conditions
and Payment for of the Plan
Securities Offered
(e) Resale Restrictions The Plan: Forfeiture and
Restrictions on Transfer;
Restrictions on Resale
(f) Tax Effects of Plan Summary of Certain Tax
Consequences
(g) Investment of Funds Not applicable
(h) Withdrawal from the The Plan: Forfeiture and
Plan; Assignment of Restrictions on Transfer
Interest
(i) Forfeitures and Penalties The Plan: Forfeiture and
Restrictions on Transfer
(j) Charges and Deductions The Plan: Forfeiture and
and Liens Therefor Restrictions on Transfer
2. Registrant Information Certain Other Information
and Employee Plan
Annual Information
<PAGE>
TABLE OF CONTENTS
Page
AVAILABLE INFORMATION 1
THE PLAN 1
General 1
Purpose of Plan 1
Effective Date and Expiration of the Plan 1
Stock Subject to the Plan. 1
Administration 1
Eligibility and Selection 1
Terms and Conditions of Plan 2
Forfeiture and Restrictions on Transfer 2
Voting Rights and Dividends 2
Amendment, Suspension, and Termination of the Plan 2
Directorship 2
Indemnification of Committee 2
Restrictions on Resale 3
SUMMARY OF CERTAIN TAX CONSEQUENCES 3
Federal Income Tax Consequences 3
State and Local Tax Consequences 3
General 3
PERIODIC REPORTS TO STOCKHOLDERS 3
CERTAIN OTHER INFORMATION 4
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AVAILABLE INFORMATION
EnergyNorth, Inc. (the "Company") is subject to the
informational requirements of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission").
Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities of the
Commission at Room 1024, 450 Fifth Street N.W., Washington, D.C.
20549; and at the Regional Offices of the Commission at
Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661 and 75 Park Place, Room 1400, New York,
NY 10007. Copies of such materials can be obtained from the
Public Reference Section of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates.
The Company will provide without charge to any person,
including any beneficial owner, to whom this Prospectus is
delivered, upon written or oral request, a copy of its most
recent annual report to stockholders and any and all documents
incorporated herein by reference (other than certain exhibits to
such documents). See "Certain Other Information." Written
requests should be directed to the Vice President and Chief
Financial Officer, EnergyNorth Inc., P.O. Box 329, Manchester,
New Hampshire 03105-0329. Telephone requests may be directed to
(603) 625-4000.
THE PLAN
General. The following description of the EnergyNorth, Inc.
Director Incentive Compensation Plan (the "Plan") is intended to
assist you in becoming familiar with the Plan, but does not
purport to be complete and is qualified in its entirety by
reference to the complete text of the Plan, which may be examined
at the Company's Human Resources Department. In the case of any
conflict or apparent conflict between the following description
and the full text of the Plan, the full text will control.
Additional information about the Plan and the Plan administrators
may be obtained from the Company's Human Resources Department at
the above address and telephone number.
Purpose of Plan. The Plan is intended to compensate Non-Employee
Directors of the Company ("Non-Employee Directors") based upon
the performance of the Company with share ownership in the
Company. The Plan is not subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA").
Effective Date and Expiration of the Plan. The Plan became
effective on February 5, 1997 and will expire on September 30,
2006 ("Expiration Date").
Stock Subject to the Plan. A total of 20,000 shares of the
Company's $1.00 par value Common Stock ("Shares") may be awarded
under the Plan, which may be issued from authorized and unissued
shares or purchased by the Company from Shares that are issued
and outstanding.
Administration. The Plan is administered by the Compensation
Committee of the Company's Board of Directors ("Committee"). The
Committee has full power to construe and interpret the Plan and
establish rules for its administration. Members of the Committee
are elected by the Board of Directors at each annual meeting of
the Board of Directors for terms of one year and until their
successors are duly elected. Committee members may be removed
from the Committee by the Board of Directors at any time. There
are no material relationships between the members of the
Committee and the employees, the Company, or affiliates of the
Company, other than their capacity as directors of the Company.
Eligibility and Selection. All Non-Employee Directors who serve
as Non-Employee Directors for the Company's entire fiscal year
("Plan Year") are eligible to receive awards of Shares granted
pursuant to the Plan ("Incentive Awards"). Further, the
Committee may select Non-Employee Directors who do not serve as
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Non-Employee Directors for the entire Plan Year to be eligible to
receive Incentive Awards. All Non-Employee Directors eligible to
receive Incentive Awards pursuant to the foregoing requirements
are referred to as "Participants".
Terms and Conditions of Plan. The Plan provides Participants
with the opportunity to earn annual compensation, in the form of
Incentive Awards, based upon performance criteria set forth in
the Plan. The Plan establishes performance standards to measure
the performance of the Company relative to other natural gas
distribution companies selected by the Committee ("Peer Group")
for their reasonable comparability to the Company. No Incentive
Awards will be made if the total return on the Company's stock
does not exceed the median total return of the Peer Group for the
three (3) year period ending on the last day of the most recently
concluded Plan Year. The Plan also sets earnings thresholds for
each Plan Year based on a comparison of actual earnings of the
Company for a Plan Year with the amount of dividends paid by the
Company during the Plan Year. No Incentive Awards will be made
if Company earnings, adjusted for items of income or expense that
are determined by the Committee to be unusual or extraordinary
and inappropriate to affect incentive compensation in a Plan
Year, are below the total dividends on Company Common stock paid
during the Plan Year.
The Committee will determine whether the performance
criteria set forth in the Plan has been satisfied in accordance
with the provisions of the Plan within a reasonable time after
all necessary information is available to the Committee following
the end of each Plan Year, but in no event later than December 31
immediately following the end of the previous Plan Year. If the
Committee determines that the performance criteria has been
satisfied, each Participant will receive an Incentive Award,
which will be awarded in the form of One Hundred (100) Shares,
subject to approval by the full Board of Directors.
Forfeiture and Restrictions on Transfer. Shares awarded pursuant
to Incentive Awards are not subject to forfeiture or transfer
restrictions.
Voting Rights and Dividends. Participants have all rights of a
shareholder with respect to Shares that are awarded upon the
grant of the Shares, including the right to vote the Shares and
to receive dividends and other distributions with respect to the
Shares.
Amendment, Suspension, and Termination of the Plan. The Board of
Directors of the Company may at any time suspend, reinstate, or
terminate the Plan or make such changes in or additions to the
Plan as it deems advisable without further action on the part of
the shareholders of the Company, except that no such termination
or amendment shall adversely affect or impair any right to
receive Shares with respect to the Plan Years then ended or
affect or impair then issued and outstanding Shares.
Directorship. Nothing in the Plan confers upon any director the
right to his or her directorship.
Indemnification of Committee. In addition to other rights of
indemnification as directors or otherwise, the members of the
Committee will at all times be indemnified by the Company against
the reasonable expenses, including attorneys' fees, actually and
necessarily incurred in connection with the assertion of any
claim, action, suit or proceeding, or in connection with any
appeal thereof, to which they, or any of them, may be a party by
reason of any action taken or failure to act in connection with
the Plan, and against all amounts paid by them in settlement
thereof approved by independent legal counsel selected by the
Company, or paid by them in satisfaction of a judgment in any
such action, suit or proceeding, provided that within sixty (60)
days after institution of such action, suit or proceeding, the
Committee member shall make a written offer to the Company to
handle and defend the same at its own expense.
Restrictions on Resale. In general, there are no restrictions on
the resale of Shares awarded pursuant to an Incentive Award,
except where a Participant may be deemed a "control person" of
the Company. In the latter case, Shares may only be sold by a
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control person under an effective registration statement or
pursuant to an exemption from registration under the Securities
Act of 1933.
SUMMARY OF CERTAIN TAX CONSEQUENCES
Federal Income Tax Consequences.
The following discussion is based on the existing statutory
provisions and the final and proposed regulations as currently
applied by the Internal Revenue Service and is subject to changes
that may be made to any applicable proposed regulations before
they become final.
Incentive Awards will be taxable as compensation income and,
generally, will not be subject to withholding. Each Participant
is responsible for the payment of taxes and making any necessary
estimated tax payments. The amount of income recognized by a
Participant will equal the fair market value of the Shares on the
date that the Incentive Award is made. A Participant's basis in
such shares will be equal to the amount of income recognized by
the Participant. Any dividends paid on the Shares awarded to a
Participant will be treated as dividend income to the
Participant.
State and Local Tax Consequences.
The consequences, under applicable state and local income
tax laws, upon the grant of stock paid as Incentive Awards may
not be the same as under the federal income tax laws. Generally,
any dividends paid on the Shares awarded to a Participant who is
a New Hampshire resident will be subject to the New Hampshire
Interest and Dividends Tax.
The Plan is not subject to Section 401(a) of the Internal
Revenue Code, which applies only to pension benefit plans.
General.
The rules governing the tax treatment of Shares paid as
Incentive Awards pursuant to the Plan are quite technical, so
that the above description of federal, state and local tax
consequences is necessarily general in nature and does not
purport to be complete. Moreover, statutory provisions are
subject to change, as are their interpretation, and their
application may vary in individual circumstances. PARTICIPANTS
ARE URGED TO CONSULT WITH THEIR TAX ADVISORS AS TO THE PARTICULAR
TAX CONSEQUENCES OF THE PLAN TO THEM.
PERIODIC REPORTS TO STOCKHOLDERS
The Company furnishes its stockholders with audited
financial statements for each fiscal year and furnishes
stockholders of record with summary unaudited financial results
for the first three quarters of each fiscal year. Copies of
these documents, and any other communications sent to the
Company's stockholders generally, will also be furnished to all
participants in the Plan.
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CERTAIN OTHER INFORMATION
The Company has filed with the Commission a Registration
Statement on Form S-8 under the Securities Act of 1933 with
respect to the Common Stock offered under the Plan. This
Prospectus does not contain all the information set forth in the
Registration Statement, certain portions of which have been
omitted pursuant to the rules and regulations of the Commission.
For further information with respect to the Company and the Plan,
you are referred to the Registration Statement, including the
exhibits thereto, and the documents incorporated therein by
reference. All of these documents may be inspected and copied at
the public reference facilities maintained by the Commission at
the addresses set forth on page 1 of this Prospectus. In
addition, the Registration Statement, the documents incorporated
by reference in Item 3 of Part II of the Registration Statement,
and any other documents required to be delivered to Participants
are available, without charge, upon oral or written request to
the Vice President and Chief Financial Officer, EnergyNorth Inc.,
1260 Elm Street, Box 329, Manchester, New Hampshire 03105-0329
and telephone number (603) 625-4000.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Company with the
Commission are incorporated herein by reference:
(a) Annual Report on Form 10-K for the Fiscal Year Ended
September 30, 1996.
(b) Quarterly Report on Form 10-Q for the quarter ended March
31, 1997.
(c) The description of the Common Stock which is contained in
the Company's Registration Statement filed pursuant to Section 12
of the Exchange Act, and any amendment or report filed for the
purpose of updating such description.
All documents filed by the Company after the date of this
Prospectus pursuant to Sections 13(a), 13(c), 14, and 15(d) of
the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have
been sold or which deregisters such securities then remaining
unsold, shall be deemed to be incorporated herein by reference
and to be a part hereof from the date of filing such documents.
Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall be
deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
Item 6. Indemnification of Directors and Officers
New Hampshire Revised Statutes Annotated ("RSA") 293-A,
Sections 8.51 through 8.58, empower a corporation, subject to
certain limitations, to indemnify its directors and officers
against expenses (including attorneys' fees, judgments, fines and
amounts paid in settlement) actually and reasonably incurred by
them in connection with any civil or criminal suit or proceeding
(other than a derivative action) to which they are parties or
threatened to be made parties by reason of being directors or
officers, if they acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interests of the
corporation (and with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was
unlawful). The power to indemnify in connection with an action
or suit by or in the right of the corporation (a derivative
action) is more limited. Indemnification against expenses
actually and reasonably incurred is required if a director or
officer is wholly successful in defense of an action, suit or
proceeding of the type where indemnity is permitted by the
statute. Unless ordered by a court, indemnification under the
statute, other than mandatory indemnification against expenses,
may be made only if a determination that indemnification is
proper has been made by a prescribed vote of the board of
directors, special legal counsel in certain cases, by the
shareholders or by the prescribed vote of a committee duly
designated by the board of directors, in certain cases.
Indemnification provided for by RSA 293-A:8.50-8.58 is not
exclusive and a corporation is empowered to maintain insurance on
behalf of its directors and officers against any liability
asserted against them in that capacity, whether or not the
corporation would have the power under that section to indemnify
them.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing or any existing arrangement or otherwise, the
Registrant has been advised that, in the opinion of the
Securities and Exchange Commission, such indemnification is
against public policy and is, therefore, unenforceable.
<PAGE>
The-bylaws of the Company provide that it shall indemnify
any director or officer to the fullest extent allowed by law. The
Company currently maintains insurance on behalf of its directors
and officers against liability asserted against them in that
capacity.
Reference is made to Section 13 of the Registrant's Director
Incentive Compensation Plan, a copy of which is filed herewith.
Item 8. Exhibits
The exhibits listed on the Exhibit Index on page II-6 of
this Registration Statement are filed herewith or are
incorporated herein by reference to other filings.
Item 9. Undertakings
3. The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to the Registration
Statement
i. to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 ("Act");
ii. to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20% change
in the maximum aggregate offering set forth in the "Calculation
of Registration Fee" table in the effective registration
statement; and
iii. to include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (i) and (ii)
do not apply if the information required to be included
in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated
by reference in the Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
<PAGE>
4. The Registrant hereby undertakes that for the purpose of
determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1933
that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant
to the provisions set forth in Item 6, or otherwise, the
Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered the
Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Manchester, and State of New Hampshire, on May 30, 1997.
ENERGYNORTH, INC.
By: /s/ Robert R. Giordano
Robert R. Giordano, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
<TABLE>
Signature Title Dated
--------- ----- -----
<C> <S> <C>
/s/Robert R. Giordano President, Chief Executive Officer and May 30, 1997
Robert R. Giordano Director (Principal Executive Officer)
/s/Michelle L. Chicoine Vice President and Chief Financial May 29, 1997
Michelle L. Chicoine Officer (Principal Financial Officer)
/s/David A. Skrzysowski Vice President and Controller June 3, 1997
David A. Skrzysowski (Principal Accounting Officer)
/s/Sylvio L. Dupuis Director May 29, 1997
Sylvio L. Dupuis
/s/N. George Mattaini Director June 2, 1997
N. George Mattaini
/s/Edward T. Borer Director June 5, 1997
Edward T. Borer
/s/Roger C. Avery Director June 5, 1997
Roger C. Avery
/s/Richard J. Censits Director June 5, 1997
Richard J. Censits
/s/ Richard B. Couser Director June 4, 1997
Richard B. Couser
/s/Joan P. Cudhea Director June 7, 1997
Joan P. Cudhea
/s/Constance B. Girard-diCarlo Director June 6, 1997
Constance B. Girard-diCarlo
/s/John E. Tulley, III Director June 6, 1997
John E. Tulley, III
</TABLE>
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee
benefit plan) have duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Manchester, State of New Hampshire, on
May 29, 1997.
ENERGYNORTH, INC.
(Plan Administrator)
By: /s/ Sylvio L. Dupuis
Sylvio L. Dupuis
Director (Chairman, Compensation Committee)
<PAGE>
INDEX OF EXHIBITS
Exhibit Description of Exhibits
Number
4.1 EnergyNorth, Inc. Articles of
Incorporation are incorporated by reference to
Exhibit 3.1 of the Registrant's Form 10-Q for the
quarter ended March 31, 1996.
4.2 Bylaws of EnergyNorth, Inc. are
incorporated by reference to Exhibit 4 of the
Registrant's Post-Effective Amendment No.2 to
Registration Statement on Form S-3, No. 33-58127
dated November 21, 1996.
4.3 Rights Agreement, dated as of June 18,
1990, between the Registrant and State Street Bank
& Trust Company is incorporated by reference to
Exhibit 1-2 to the Registrant's Registration
Statement on Form 8-A, dated June 18, 1990.
5 Opinion of McLane, Graf, Raulerson &
Middleton, Professional Association re: Legality.
23.1 Consent of McLane, Graf, Raulerson &
Middleton, Professional Association is contained
in Exhibit 5 filed herewith.
23.2 Consent of Arthur Andersen & Co.
99 EnergyNorth Director Incentive
Compensation Plan is incorporated by reference to
Exhibit 10 of the Registrant's Form 10-Q for the
quarter ended March 31, 1997.
June 17, 1997
EnergyNorth, Inc.
1260 Elm Street
Manchester, NH 03101
Ladies and Gentlemen:
You have requested our opinion as to certain matters
concerning shares of EnergyNorth, Inc.'s $1.00 par value common
stock with respect to which you are filing a registration
statement on Form S-8 with the Securities and Exchange Commission
(the "Registration Statement"). The aforesaid shares are to be
granted pursuant to the EnergyNorth, Inc. Director Incentive
Compensation Plan (the "Plan") and pursuant to a vote of the
Board of Directors on February 5, 1997. Such shares will either
be issued by EnergyNorth, Inc. from authorized but unissued
shares or shares will be purchased by EnergyNorth, Inc. from
issued and outstanding shares and reissued to Plan participants
(the "Shares"). The Plan is incorporated by reference as Exhibit
99 to the Registration Statement.
We have examined such corporate documents and made such
investigations of matters of fact and law as we deemed necessary
to the rendition of this opinion. We have assumed that there
will be no material changes in the documents examined and the
matters investigated and that there will be authorized but
unissued shares available for issue in sufficient amounts at the
time that any Shares are issued. Based upon such examinations
and investigation, and upon those assumptions, we are of the
opinion that the Shares, when issued in accordance with the Plan
will be duly authorized, legally issued, fully paid and
nonassessable.
We consent to the filing of this letter as an Exhibit to the
Registration Statement and to all references to us in the
Registration Statement.
McLANE, GRAF, RAULERSON & MIDDLETON, PROFESSIONAL ASSOCIATION
By:/s/ Richard A. Samuels
Richard A. Samuels
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form
S-8 of our reports dated November 1, 1996, included in Form 10-K
filed by EnergyNorth, Inc. for the year ended September 30, 1996,
and to all references to our Firm included in this Registration
Statement.
/s/ Arthur Andersen, LLP
ARTHUR ANDERSEN LLP
Boston, Massachusetts
June 17, 1997
