YANKEE ENERGY SYSTEM INC
10-Q, 1994-08-12
ELECTRIC, GAS & SANITARY SERVICES
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<PAGE>

                    SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, DC 20549
                              ______________

                                 FORM 10-Q
                                __________

(MARK ONE)
          /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D)
               OF THE SECURITIES EXCHANGE ACT OF 1934

          FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1994 OR

          / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) 
               OF THE SECURITIES EXCHANGE ACT OF 1934

     FOR THE TRANSITION PERIOD FROM _______ TO _______

                      COMMISSION FILE NUMBER 0-17605
     
                        YANKEE ENERGY SYSTEM, INC.
          (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          CONNECTICUT                          06-1236430
(STATE OR OTHER JURISDICTION OF              (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)               IDENTIFICATION NO.)

     599 RESEARCH PARKWAY     
     MERIDEN, CONNECTICUT                       06450-1030
(ADDRESS OF PRINCIPAL EXECUTIVE                 (ZIP CODE)
            OFFICES)

               REGISTRANT'S TELEPHONE NUMBER (203) 639-4000

                              NOT APPLICABLE
(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED
 SINCE LAST REPORT)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                    Yes _X__       No ____

                   APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

NUMBER OF SHARES OF COMMON STOCK ($5.00 PAR VALUE) 
OUTSTANDING AT JULY 31, 1994                          10,287,683



<PAGE>
<TABLE>
                YANKEE ENERGY SYSTEM, INC. AND SUBSIDIARIES


                             TABLE OF CONTENTS


                                                       PAGE NO.

PART I.   FINANCIAL INFORMATION

<CAPTION>
          Item 1. Financial Statements
          
            <S>                                        <C>
            Consolidated Balance Sheets - June
            30, 1994 and September 30, 1993              2-3

            Consolidated Statements of Income -
            Three and Nine Months Ended    
            June 30, 1994 and 1993                        4

            Consolidated Statements of Cash Flows -
            Nine Months Ended June 30, 1994 and 1993      5
            
            Notes to Consolidated Financial 
            Statements                                   6-7
               
            Report on Review by Independent
            Public Accountants                            8
<CAPTION>
          <S>                                           <C>
          Item 2.  Management's Discussion and Analysis
                   of Financial Condition and Results
                   of Operations                        9-13


PART 11.  OTHER INFORMATION
<CAPTION>
          <S>                                           <C>
          Item 5.  Other Information                    14

          Item 6.  Exhibits and Reports on Form 8-K     14

          Signatures                                    15

</TABLE>







<PAGE>
<TABLE>
                      PART 1.  FINANCIAL INFORMATION
                YANKEE ENERGY SYSTEM, INC. AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS

<CAPTION>
                                      JUNE 30,   SEPTEMBER 30,
                                        1994           1993
                                        ____           ____

                                   (UNAUDITED)
                                        (Thousands of Dollars)
<S>                                     <C>            <C>
ASSETS

Utility Plant, at original cost         $ 456,124      $ 445,912
  Less:  Accumulated provision for 
         depreciation                     161,447        149,300
                                        _________      _________
                                          294,677        296,612
Construction work in progress              15,051         11,772
                                        _________      _________ 
      Total Net Utility Plant             309,728        308,384
                                        _________      _________
Other Property and Investments             25,935         23,543
                                        _________      _________

Current Assets:
  Cash and temporary cash investments      33,578          6,509
  Accounts receivable, net                 33,275         20,214
  Fuel supplies                             6,299         15,702 

  Other materials and supplies              1,704          2,393
  Accrued utility revenues                  7,312          5,016
  Prepaid taxes                              ---           3,894
  Other                                     2,391          4,618
                                        _________      _________
    Total Current Assets                   84,559         58,346
                                        _________      _________

  Deferred Gas Costs                         ---           2,776
  Recoverable Pipeline 
    Transition Costs                       10,593          7,531
  Recoverable Environmental 
    Cleanup Costs                          36,075         36,104
  Recoverable Income Taxes (Note 4)        28,540           ---
  Recoverable Postretirement Benefits     
    (Note 4)                                1,064           ---
  Other Deferred Debits                     6,614          4,609
                                                                 

   
     Total Assets                       $  503,108     $  441,293
                                          ________     _________ 
                                          ________     _________ 

                                                  
  
</TABLE>
The accompanying notes are an integral part of these financial
statements.

<PAGE>
<TABLE>
                YANKEE ENERGY SYSTEM, INC. AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS
<CAPTION>
                                      JUNE 30,   SEPTEMBER 30,
                                        1994           1993
                                        ____           ____
                                   (UNAUDITED)
                                        (Thousands of Dollars)
<S>                                     <C>         <C>
CAPITALIZATION AND LIABILITIES

Capitalization:
  Common shares - $5.00 par value.
  Authorized 20,000,000 shares; 10,287,683
  shares outstanding at June 30, 1994   
  and September 30, 1993                $ 51,438    $   51,438
  Capital surplus, paid in                85,012        84,930
  Retained earnings                       22,408         8,796
  Employee stock ownership 
    plan guarantee                        (2,200)       (2,600)
                                        _________      _______
     Total Common Shareholders' Equity   156,658       142,564

  Preferred stock subject to      
    mandatory redemption (Note 3)         15,000        15,000
  Long-term debt, net of 
    current portion                      130,333       153,633
                                        ________       _______
     Total Capitalization                301,991       311,197
                                        ________       _______
Current Liabilities:
  Notes payable to banks                   6,900         ---
  Long-term debt, current portion         26,667         8,667
  Accounts payable                        15,026        16,739
  Accrued interest                         4,354         4,081
  Accrued taxes                           10,657           --- 
  Refundable energy costs                  1,411         3,703
  Pipeline transition costs payable        1,510         2,691
  Other                                    4,147         4,026
                                        ________       ________
     Total Current Liabilities            70,672        39,907
                                        ________       ________

Accumulated Deferred Income Taxes         37,451        38,441
Unfunded Deferred Income Taxes (Note 4)   28,525         ---
Accumulated Deferred Investment 
  Tax Credits                              9,929        10,212
Reserve for Environmental Cleanup Costs   35,000        35,000
Unfunded Postretirement Benefits (Note 4)  1,064         ---
Gas Cost Overcollections                  12,802         ---
Other Deferred Credits                     5,674         6,536

                                        ________       _______

Commitments and Contingencies (Note 2)

          

     Total Capitalization and
        Liabilities                    $ 503,108    $  441,293
                                        ________      ________
                                        ________      ________


</TABLE>
The accompanying notes are an integral part of these financial
statements.

<PAGE>
<PAGE>
<TABLE>
                YANKEE ENERGY SYSTEM, INC. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

<CAPTION>
                                          THREE MONTHS ENDED
                                               JUNE 30,
                                          __________________
                                        1994           1993
                                        ____           ____
                               (Thousands of Dollars, Except
                                   Share Information)

<S>                                <C>            <C>
Operating Revenues                 $     53,612   $     51,000
Less:  Cost of Gas                       27,384         24,505
                                        _______        _______
Revenues, net of cost of gas             26,228         26,495
                                        ________       _______

Other Operating Expenses:
  Operations                             13,534         13,526
  Maintenance                             1,908          1,750
  Depreciation                            4,562          4,535
  Federal and state income taxes         (1,088)          (601)
  Taxes other than income taxes           4,955          5,134
                                        _______        _______

     Total Other Operating Expenses      23,871         24,344
                                        _______        _______

Operating Income                          2,357          2,151

Other Income, net                           995            994
                                        ________       _______
Income Before Interest Charges            3,352          3,145

Interest Charges, net                     3,641          3,865
                                        ________       _______
Income Before Preferred Dividends          (289)          (720)

Preferred Dividends                         274            274
                                        ________        ______

Net Income                         $       (563)  $       (994)
                                        _______         ______
                                        _______         ______

Total Earnings per Common Share    $      (0.05)  $      (0.10)
                                        _______         ______
                                        _______         ______


Average Common Shares Outstanding    10,287,683     10,287,683 
                                     ___________    __________
                                     ___________    __________ 

</TABLE>
The accompanying notes are an integral part of these financial
statements.


<PAGE>
<TABLE>
                YANKEE ENERGY SYSTEM, INC. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

<CAPTION>
                                            NINE MONTHS ENDED
                                               JUNE 30,
                                          __________________
                                        1994           1993
                                        ____           ____
                                  (Thousands of Dollars, Except
                                        Share Information)

<S>                                <C>            <C>
Operating Revenues                 $    279,767   $    265,608
Less:  Cost of Gas                      149,690        139,707
                                        _______        _______
Revenues, net of cost of gas            130,077        125,901
                                        _______        _______

Other Operating Expenses:
  Operations                             40,272         39,226
  Maintenance                             5,550          4,876
  Depreciation                           13,257         13,016
  Federal and state income taxes         20,087         18,885
  Taxes other than income taxes          19,134         19,436
                                        _______        _______

     Total Other Operating Expenses      98,300         95,439
                                        _______        _______

Operating Income                         31,777         30,462

Other Income, net                         2,188          2,537
                                        _______        _______
Income Before Interest Charges           33,965         32,999

Interest Charges, net                    10,424         11,520
                                        _______        _______
Income Before Preferred Dividends        23,541         21,479

Preferred Dividends                         823            823
                                        _______         ______

Net Income                         $     22,718   $     20,656
                                        _______         ______
                                        _______         ______

Total Earnings per Common Share    $       2.21   $       2.01
                                        _______         ______
                                        _______         ______

Average Common Shares Outstanding     10,287,683    10,287,683
                                     ___________    __________
                                     ___________    __________ 

</TABLE>
The accompanying notes are an integral part of these financial
statements.

<PAGE>
<TABLE>

                YANKEE ENERGY SYSTEM, INC. AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<CAPTION>
                                        
                                           NINE MONTHS ENDED
                                              JUNE 30,
                                        1994           1993
                                        ____           ____
                                        (Thousands of Dollars)

<S>                                     <C>       <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Income before preferred dividends     $ 23,541  $   21,479
  Adjusted for the following:
    Depreciation                          13,257      13,016
    Iroquois and other equity earnings    (2,532)     (2,897)
    Deferred income taxes net             (1,257)      4,198 
    Deferred gas cost activity and other               
      non-cash items                       9,089       8,220
  Changes in working capital:
    Accounts receivable and accrued
      utility revenues                   (15,357)    (13,627)
    Accounts payable                      (1,713)     (1,393)
    Accrued taxes                         14,551        7,477
    Other working capital 
     (excludes cash)                       9,758       3,438
                                        ________     _______
  Net cash provided by  
  operating activities                    49,337      39,911
                                        _________    _______

CASH FLOWS FROM FINANCING ACTIVITES:
  Net proceeds from common stock issuance    ---      21,436
  Long-term debt issuance                    ---      20,000
  Retirement of long-term debt            (5,300)    (20,750)
  Increase(decrease)in short-term debt     6,900     (15,300)
  Cash dividends-preferred stock            (823)       (823)
  Cash dividends-common stock             (9,104)     (8,676)
                                        _________   ________
Net cash used for
  financing activities                    (8,327)     (4,113)
                                        ________    ________

INVESTMENT IN PLANT AND OTHER:
  Utility Plant, net of allowance for other
   funds used during construction        (14,042)    (11,851)
  Other property and investments            ---       (1,598)
  Investment in nonutility plant          (1,000)        ---
  Iroquois distribution                    1,101       4,515
                                         _______      _______
Net cash used for plant and other
  investments                            (13,941)     (8,934)
                                         ________     _______

NET INCREASE IN CASH 
  FOR THE PERIOD                          27,069      26,864
Cash, beginning of period                  6,509         462
                                        ________     _______
Cash, end of period                     $ 33,578  $   27,326
                                        ________     _______
                                        ________     _______

SUPPLEMENTAL CASH FLOW INFORMATION:
  Cash paid during the period for:
  Interest, net of amounts capitalized  $ 10,605  $   11,129
  Income taxes                          $  8,017  $    9,116


</TABLE>
The accompanying notes are an integral part of these financial
statements.


<PAGE>
<PAGE>                               

                YANKEE ENERGY SYSTEM, INC. AND SUBSIDIARIES
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


1)  GENERAL

     The accompanying unaudited consolidated financial statements
     should be read in conjunction with the Annual Report of
     Yankee Energy System, Inc. (Yankee Energy or the Company) on
     Form 10-K for the fiscal year ended September 30, 1993 (1993
     Form 10-K), including the audited financial statements (and
     notes thereto) incorporated by reference therein, and the
     Company's quarterly reports on Form 10-Q for the quarters
     ended December 31, 1993 and March 31, 1994.  In the opinion
     of the Company, the accompanying unaudited consolidated
     financial statements contain all adjustments (consisting
     only of normal recurring accruals) necessary to present
     fairly the financial position of the Company as of June 30,
     1994, and its results of operations for the three and nine
     months ended June 30, 1994 and 1993 and cash flows for the
     nine months ended June 30, 1994 and 1993.  The results of
     operations for the three and nine months ended June 30, 1994
     and 1993 are not necessarily indicative of the results
     expected for a full year, due mainly to the highly seasonal
     nature of the gas business.
     
2)  COMMITMENTS AND CONTINGENCIES

     TRANSITION COSTS - ORDER NO. 636:  The three major pipeline
     systems serving Yankee Gas Services Company (Yankee Gas),
     Iroquois Gas Transmission System, Tennessee Gas Pipeline
     Company, and Algonquin Gas Transmission Company and its
     affiliate, Texas Eastern Transmission Company, have all
     restructured their services pursuant to Federal Energy
     Regulatory Commission (FERC) Order No. 636.  Through June
     30, 1994, Yankee Gas has paid approximately $9.1 million of
     transition costs.  These payments, as well as an additional
     $1.5 million representing an additional transition cost
     liability likely to be incurred by Yankee Gas, have been
     deferred for future recovery.  This estimate of $10.6
     million may be subject to revision following future FERC
     orders.  Yankee Gas' management anticipates full recovery of
     transition costs consistent with the recent Connecticut
     Department of Public Utility Control (DPUC) decision
     concerning gas costs.    

     On July 8, 1994, the DPUC issued a decision on the
     implementation of FERC Order No. 636 by the Connecticut Gas
     Local Distribution Companies (LDCs).  The DPUC will allow
     the LDCs to offset the transition costs incurred under Order
     No. 636 with any recoveries from refunds or deferred gas
     costs credits for the 1992-1993 period and all subsequent
     annual deferred gas costs, gas supplier refunds and twenty-
     five percent of interruptible margins earned in excess of
     target amounts.  With the exception of all subsequent annual
     deferred gas costs credits, the DPUC will order all
     transition cost recovery dollars to be applied immediately 
     on a monthly basis to the transition costs which have been
     or are subsequently billed.  All subsequent annual deferred
     gas cost credits will be applied on an annual basis. 

     There have been been no other material developments in this
     area.  For a detailed description of the items that comprise
     commitments and contingencies of the Company, see the 1993
     Form 10-K.

3)  PREFERRED STOCK

     On July 1, 1994, Yankee Gas redeemed all 600,000 shares
     outstanding of its 9.125 percent cumulative preferred stock,
     $25 par value.  The Company used cash on hand to pay both
     the $15 million par amount and an early redemption premium
     of $879,900.

<PAGE>

4)  ADOPTION OF NEW ACCOUNTING STANDARDS

     INCOME TAXES:  Effective October 1, 1993, Yankee Energy
     adopted the provisions of Statement of Financial Accounting
     Standards No. 109, "Accounting for Income Taxes" (FAS 109). 
     FAS 109 supersedes previously issued income tax accounting
     standards.  Yankee Energy recorded, as of October 1, 1993,
     an additional deferred tax liability and a regulatory asset,
     representing the probable future rate recovery from
     customers when such deferred tax liability becomes payable. 
     The deferred tax liability primarily represents certain
     temporary differences between the book and tax basis of
     utility plant for which deferred taxes had not previously
     been recorded in accordance with the regulatory rate
     practices of the DPUC. The adoption of FAS 109 did not have
     a material effect on the Company's results of operations or
     financial position.

     POSTRETIREMENT BENEFITS:  Effective October 1, 1993, Yankee
     Energy adopted the provisions of Statement of Financial
     Accounting Standards No. 106, "Employers' Accounting
     forPostretirement Benefits Other Than Pensions" (FAS 106). 
     The provisions of FAS 106 require that Yankee Energy record
     the cost of postretirement benefits over the employees'
     active service periods rather than on an as-paid basis as
     was Yankee Energy's prior practice.  Yankee Energy's
     unrecognized transitional benefit obligation liability was
     approximately $20 million as of October 1, 1993. Yankee
     Energy's annual costs for postretirement benefit obligations
     other than pensions, including amortization of the
     transition obligation over a twenty-year period, will be
     approximately $3.1 million in fiscal 1994, based on the
     provisions of FAS 106.  A one percentage point increase in
     the inflation rate from the assumed rate would increase the
     unrecognized transitional benefit obligation liability by
     approximately $3.3 million as of October 1, 1993, and would
     increase the service cost and interest cost components of
     postretirement benefit cost by approximately $0.5 million
     annually.  The DPUC is allowing $1.728 million of associated
     expenses to be recovered in rates and has indicated its
     objective to grant full rate recovery within a reasonable
     time frame of all FAS 106 related expenses.  On this basis,
     the Company is deferring for future recovery the difference
     between the annual estimated expense and the portion
     currently being collected in rates.  The adoption of FAS 106
     increased assets and liabilities but did not have a negative
     impact on the Company's results of operations or financial
     position.

5)  RECLASSIFICATIONS

     Certain prior year amounts have been reclassified to conform
     with current year classifications.



<PAGE>




                 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS






To the Management of
Yankee Energy System, Inc.:


We have reviewed the accompanying consolidated balance sheet of
Yankee Energy System, Inc. (a Connecticut corporation) and
subsidiaries (the Company) as of June 30, 1994, and the related
consolidated statements of income for the three-month and
nine-month periods then ended and cash flows for the nine-month
period then ended.  These financial statements are the
responsibility of the Company's management.

We conducted our review in accordance with standards established
by the American Institute of Certified Public Accountants.  A
review of interim financial information consists principally of
applying analytical procedures to financial data and making
inquiries of persons responsible for financial and accounting
matters.  It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing
standards, the objective of which is the expression of an opinion
regarding the financial statements taken as a whole. 
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material
modifications that should be made to the financial statements
referred to above for them to be in conformity with generally
accepted accounting principles.

As discussed in Note 4, effective October 1, 1993, the Company
changed their method of accounting for postretirement benefits
other than pensions and income taxes.






Arthur Andersen & Co.
Hartford, Connecticut
July 28, 1994
<PAGE>                               

                YANKEE ENERGY SYSTEM, INC. AND SUBSIDIARIES
     Management's Discussion and Analysis of Financial Condition
                         and Results of Operations


This section contains management's assessment of the financial
condition of Yankee Energy System, Inc. (the Company or Yankee
Energy) and the principal factors which had an impact on the
results of operations in the periods presented.  This discussion
should be read in conjunction with the Company's Annual Report on
Form 10-K for the year ended September 30, 1993, including the
audited consolidated financial statements (and notes thereto)
incorporated by reference therein and the Company's quarterly
reports on Form 10-Q for the quarters ended December 31, 1993 and
March 31, 1994.


FINANCIAL CONDITION
OVERVIEW

For the three months ended June 30, 1994, the Company's loss per
common share was $0.05 compared to $0.10 for the three months
ended June 30, 1993.  For the nine months ended June 30, 1994,
earnings were $2.21 per share compared to $2.01 for the nine
months ended June 30, 1993.    

Improvement in earnings per share for the three month period was
due primarily to lower interest charges and lower tax expense
while revenues net of the cost of gas from the Company's utility
subsidiary, Yankee Gas Services Company (Yankee Gas), remained
fairly constant.  For the nine month period, the earnings
increase was primarily due to higher revenues, associated with
colder weather and lower interest costs, partially offset by
normal increases in operating expenses and income taxes.  Weather
during the nine month period was 4.7 percent colder than the same
period last year and 5.3 percent colder than normal.


Results of Operations
Comparison of the Third Quarter of Fiscal 1994 with the Third
Quarter of Fiscal 1993

Revenues and Sales

Operating revenues increased $2.6 million in the third quarter of
fiscal 1994 compared with the same period in the prior fiscal
year.  The components of the change in operating revenues are as
follows:
<PAGE>
<TABLE>
<CAPTION>
                                            Changes in
                                         Operating Revenues
                                         Increase/(Decrease)
                                        (Millions of Dollars)

<S>                                               <C>
Firm and other (excluding gas cost recoveries):
  Sales, transportation and other                 $0.1
                                                  ____
  Subtotal - Firm and other                        0.1
                                                  ____ 
                                                   
Interruptible sales and transportation
  (excluding gas cost recoveries):                (0.3)
                                                  ____

     Total: Excluding gas cost recoveries         (0.2)

Plus:  Gas cost recoveries                         2.8 
                                                  ____           
     
     Total change in operating revenues          $ 2.6
                                                  ____
                                                  ____      

</TABLE>
The corresponding changes in the Company's throughput were as
follows:

<TABLE>
<CAPTION>
                                   Quarter Ended June 30,
                                     (Mcf - thousands)

                               1994     1993         Increase   
                                          
<S>                            <C>       <C>            <C>    
Firm sales and transportation  5,527     5,200          327
Interruptible sales and        
transportation                 2,263     1,915          348      

                               _____     _____          ___
                                               
     Total                     7,790     7,115          675
                               _____     _____          ___      

                               _____     _____          ___


</TABLE>
                                   
Firm and other revenues (excluding gas cost recoveries) increased
for the third quarter of fiscal 1994 compared to the same period
in fiscal 1993 due to a 5.9 percent increase in firm sales
primarily due to colder weather.

Competitive gas costs in the month of June, 1994 making gas
economical for customers able to use alternative fuels and an
increased demand from a large electric generation facility
resulted in an increase in interruptible throughput this quarter.

However, higher per unit gas costs in the first two months of the
quarter ended June 30, 1994 as compared to the same period last
year resulted in a decrease in interruptible margin.

Gas cost recoveries increased due to higher sendout in the second
quarter of fiscal 1994 compared to the same period in fiscal 1993
and higher per-unit gas costs.

Expenses

Cost of gas increased $2.9 million for the three months ended
June 30, 1994 compared to the three months ended June 30, 1993
due to higher sendout and higher per-unit gas costs.  In
addition, a decrease in gas supplier refunds and the lack of the
fiscal 1994 refund of the prior period overcollection contributed
to the current period increase.

<PAGE>

The components of cost of gas were as follows:
<TABLE>
<CAPTION>

                                      Quarter Ended June 30,
                                      1994          1993
                                      (Millions of Dollars)
<S>                                  <C>            <C>      
Actual gas purchases                 $34.1          $32.3
Effect of purchased gas adjustment
 (PGA) clause                         (6.7)          (7.8)
                                     ______         ______
                            
Total expense                        $27.4          $24.5
                                     _____          _____
                                     _____          _____
     
</TABLE>

Federal and state income taxes, including the portion contained
in Other Income, decreased $0.4 million due to a lower effective
tax rate in fiscal 1994 compared to the same period in fiscal
1993.

Taxes other than income taxes decreased $0.2 million for the
three months ended June 30, 1994 compared to the three months
ended June 30, 1993 primarily due to the additional unemployment
tax expense recorded in fiscal 1993 associated with claims paid
to Yankee Gas bargaining unit employees during a ten-week work
stoppage.

Interest charges decreased $0.2 million for the three months
ended June 30, 1994 compared to the same period ended June 30,
1993 due to lower interest in fiscal 1994 on the Company's PGA
balance.

Comparison of the First Nine Months of Fiscal 1994 with the First
Nine Months of Fiscal 1993

Revenues and Sales

Operating revenues increased $14.2 million in the first nine
months of fiscal 1994 compared with the same period in the prior
year.  The components of the change in operating revenues are as
follows:

               
The components of the change in operating revenues are as
follows:

<TABLE>
<CAPTION>
                                            Change in
                                        Operating Revenues
                                        Increase/(Decrease)
                                       (Millions of Dollars)
<S>                                          <C>

Firm and other revenues 
 (excluding gas cost recoveries):
   Regulatory decision                       $ 0.2
   Sales, transportation and other             4.5
                                              ____     
          Subtotal - Firm and other            4.7

Interruptible sales and transportation
  (excluding gas cost recoveries):            (0.4)
                                              _____
          Subtotal - Interruptible            (0.4)

          Total - Excluding gas cost
            recoveries                         4.3

Plus:  Gas cost recoveries                     9.9
                                               ___

          Total change in operating revenues $14.2
                                              ____
                                              ____

</TABLE>


<PAGE>
The corresponding changes in the Company's throughput were as
follows:

<TABLE>
<CAPTION>
                              Nine Months Ended June 30,
                                   (Mcf - thousands)

<S>                      <C>            <C>          <C>         

                         1994           1993       Increase 
                         ____           ____      __________


Firm sales and            
  transportation         30,075         28,624       1,451
Interruptible sales
  and transportation      6,356          6,209         147  
                          _____          _____        _____

     Total               36,431         34,833       1,598
                         ______         ______         ___
                         ______         ______         ___

</TABLE>
     
Firm and other revenues (excluding gas costs recoveries)
increased in fiscal 1994 primarily due to a 5.1 percent firm
sales increase in the first nine months of fiscal 1994 compared
with the same period in the prior year reflecting colder weather
than the prior period.

Interruptible margin decreased in fiscal 1994 due to higher gas
prices in fiscal 1994 compared to fiscal 1993 despite an
increased demand from a large electric generation facility during
the month of June, 1994.

Gas cost recoveries increased in fiscal 1994 due to higher firm
sales and a decrease in the fiscal 1994 refund of prior year
overcollections of gas costs from firm customers in fiscal 1993.

Expenses

Cost of gas increased $10.0 million for the first nine months in
fiscal 1994 due primarily to higher firm sales and a decrease in
the fiscal 1994 refund of prior period overcollections of gas
costs.

The components of cost of gas were as follows:
<TABLE>
<CAPTION>

                              Nine Months Ended June 30,
                                     1994    1993
                                (Millions of Dollars)

<S>                                <C>       <C>
Actual gas purchases               $140.9    $137.2
Effect of purchased gas adjustment
   (PGA) clause                       8.8       2.5
                                    _____     _____

Total expense                      $149.7    $139.7
                                   ______    ______
                                   ______    ______
                               
</TABLE>

Operations and maintenance expense increased $1.7 million in the
first nine months of fiscal 1994 due to higher levels of payroll
and benefits expense.

Depreciation expense increased $0.2 million in the first nine
months of fiscal 1994 compared to the same period in fiscal 1993
primarily due to increased plant balance in the first nine months
of fiscal 1994.

Federal and state income taxes, including the portion contained
in Other Income, increased $1.4 million due primarily to higher
income from operations in the first nine months of fiscal 1994.

Other income (excluding federal and state income taxes) decreased
$0.2 million in the first nine months of fiscal 1994 due
primarily to lower earnings associated with Housatonic's
investment in Iroquois.

Interest charges decreased $1.1 million for the nine months ended
June 30, 1994 compared to the same period ended June 30, 1993 due
to an adjustment to the allowance for borrowed funds used during
construction in fiscal 1993 and lower interest on long-term debt
and on the Company's PGA balance in fiscal 1994.

<PAGE>

Liquidity and Capital Resources

Expenditures for utility plant and other investments totaled $15
million for the first nine months of fiscal 1994, reflecting a
$1.6 million increase from the same period in fiscal 1993.  This
increase was due primarily to the deferral of construction
activities in the first quarter of fiscal 1993 resulting from a
ten-week work stoppage during that period.  During the first nine
months of fiscal 1994, construction additions were supported by
cash from operations.  The increase in cash flows from operations
during the first nine months of fiscal 1994 compared to the first
nine months of fiscal 1993 is due primarily to higher net income
and the amount and timing of payments for gas purchases.  
 
The seasonal nature of gas revenues, inventory purchases and
construction expenditures create a need for short-term borrowing
to supplement internally generated funds.  Yankee Gas has
arranged a $40 million revolving line of credit with a group of
five banks whereby funds may be borrowed on a short-term
revolving basis using either fixed or variable rate loans. 
Yankee Gas also has another $22 million of credit lines available
on an uncommitted basis.  At June 30, 1994, Yankee Gas had no
borrowings outstanding on its agreements.  In addition, Yankee
Energy has $6.9 million outstanding at June 30, 1994 on a $7.0
million committed line of credit.  

The long-term credit needs of Yankee Gas are being met by a first
mortgage bond indenture which provides for the issuance of bonds
from time to time, subject to certain issuance tests.  

On July 1, 1994, Yankee Gas redeemed all 600,000 shares
outstanding of its 9.125 percent cumulative preferred stock, $25
par value.  The Company used cash on hand to pay both the $15
million par amount and an early redemption premium of $879,900.

On July 8, 1994, the DPUC issued a decision on the implementation
of the Federal Energy Regulatory Commission (FERC) Order No. 636
by Connecticut Gas Local Distribution Companies (LDCs). The DPUC
will allow the LDCs to offset the transition costs incurred under
Order No. 636 with any recoveries from refunds or deferred gas
costs credits for the 1992-1993 periods and all subsequent annual
deferred gas costs, gas supplier refunds and twenty-five percent
of interruptible margins earned in excess of target amounts. 
With the exception of all subsequent annual deferred gas costs
credits, the DPUC will order all transition cost recovery dollars
to be applied immediately on a monthly basis to the transition
costs which have been or are subsequently billed.  All subsequent
annual deferred gas cost credits will be applied on an annual
basis.  Through June 30, 1994, Yankee Gas has paid approximately
$9.1 million of transition costs.  These payments as well as an
additional $1.5 million representing an additional transition
cost liability likely to be incurred by Yankee Gas, have been
deferred for future recovery.  This estimate of $10.6 million may
be subject to revision following future FERC orders.  Yankee Gas'
management anticipates full recovery of transition costs
consistent with the recent Connecticut Department of Public
Utility Control (DPUC) decision concerning gas costs. <PAGE>
<PAGE>

                        PART II - OTHER INFORMATION


Item 5.   Other Information

     Iroquois Gas Transmission System, L.P. (Iroquois) has been
     informed by the U. S. Attorney's Offices for the Northern,
     Southern and Eastern Districts of New York that a civil
     investigation is underway to determine whether Iroquois
     committed civil environmental violations during              
     construction of the pipeline.  In February, 1992, 26 alleged
     violations were identified to Iroquois in writing.  In
     response, Iroquois denied that such violations occurred. 
     Iroquois subsequently was informed that alleged violations
     were included in certain field reports prepared by a
     Federal/State Inter-Agency Task Force which surveyed the
     right-of-way in connection with the right-of-way restoration
     program.  Iroquois responded to the appropriate U. S.
     Attorney's Offices that none of the matters referenced in
     field reports issued to date represent violations of any law
     or governmental authorization.  No proceedings in connection
     with this civil investigation have been commenced by the
     federal government against Iroquois.

     On December 3, 1993, Iroquois received notification from the
     Enforcement Staff of the Federal Energy Regulatory
     Commission's Office of the General Counsel
     "Enforcement")that Enforcement has commenced a preliminary,
     non-public investigation concerning Iroquois' construction
     of certain of its pipeline facilities.  That office has
     requested certain information regarding such construction. 
     In addition, on December 27, 1993, Iroquois received a
     similar request for information from the Army Corps of
     Engineers requesting certain information regarding permit
     compliance in connection with certain aspects of the
     pipeline's construction.  Iroquois is providing information 
     to these agencies in response to their requests.  No
     proceedings have been commenced against Iroquois in
     connection with these agency inquiries.
     
     A criminal investigation has been initiated against Iroquois
     and its environmental consultant by the U. S. Attorney's    
     Office for the Northern District of New York in conjunction 
     with the U. S. Environmental Protection Agency ("EPA") and  
     the Federal Bureau of Investigation ("FBI").  According to a
     press release issued by the FBI in June, 1992, areas under  
     investigation include possible environmental violations,    
     wire fraud, mail fraud, and providing false information or  
     concealment of information from federal agencies in    
     conjunction with the construction of the base pipeline.  To 
     date no criminal charges have been filed, and the Assistant 
     U. S. Attorney in charge of the investigation has stated    
     that he is not yet ready to meet with Iroquois' attorneys to
     fully discuss the specifics of the matter.

     Based upon information currently available to the Company,  
     the Company believes that the ultimate resolution of these  
     matters will not have a material adverse effect on the    
     financial conditions or results of operations of the Company
     and its subsidiaries. 

     
Item 6.  Exhibits and Reports on Form 8-K

     a.  Exhibits - None.
          
     b.  Reports on Form 8-K - None. 

<PAGE>



                                SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.



                                   YANKEE ENERGY SYSTEM, INC.
                                   __________________________
                                          (Registrant)



Date:  August 12, 1994                /s/ Michael E. Bielonko
                                   ___________________________
                                          Michael E. Bielonko
                                   Vice President, Treasurer and
                                      Chief Financial Officer


Date:  August 12, 1994                /s/  Nicholas A. Rinaldi
                                   ___________________________
                                         Nicholas A. Rinaldi
                                             Controller

     


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