YANKEE ENERGY SYSTEM INC
10-Q, 1997-08-14
NATURAL GAS DISTRIBUTION
Previous: YAAK RIVER RESOURCES INC, 10QSB, 1997-08-14
Next: HAWK CORP, 10-Q, 1997-08-14



<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, 1997 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 0-10721
     
                        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, 1997                        10,454,414


<PAGE>

YANKEE ENERGY SYSTEM, INC. AND SUBSIDIARIES

TABLE OF CONTENTS


                                                       

PART I.   FINANCIAL INFORMATION    

          Item 1.   Financial Statements
     
               Consolidated Statements of Income:
               Three and Nine Months Ended June 30, 1997
               and 1996                                   

               Consolidated Balance Sheets: 
               June 30, 1997 and September 30, 1996    
                     
               Consolidated Statements of Cash Flows:
               Nine Months Ended June 30, 1997
               and 1996                                     

               Notes to Consolidated Financial
               Statements                                

               Report on Review by Independent
               Public Accountants                         

          Item 2.   Management's Discussion and Analysis
                    of Financial Condition and Results
                    of Operations                       

          Item 3.   Quantitative and Qualitative Disclosures 
                    about Market Risk                            

PART II.  OTHER INFORMATION
          
          Item 5.   Other Information                     

          Item 6.   Exhibits and Reports on Form 8-K      

          Signatures     



                                     


<PAGE>


<TABLE>

                         PART 1. FINANCIAL INFORMATION

     ITEM 1. FINANCIAL STATEMENTS

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

<CAPTION>                            Three Months Ended
                                          June 30,
                                       1997       1996
                                     _______    ______
                                     (Thousands of Dollars,
                                      except share information)

<S>                                  <C>        <C>
Revenues:
  Utility Revenues                   $ 58,289   $ 60,061
  Nonutility Revenues                   1,146         75
                                      _______    _______
    Total Revenues                     59,435     60,136
                                      _______    _______

Operating Expenses:
  Cost of Gas/Goods Sold               31,056     31,342
  Operations                           14,695     14,771         
  Maintenance                           1,393      1,547
  Depreciation                          4,477      4,180 
  Taxes other than income taxes         5,151      5,124
                                      _______    _______
    Total Operating Expenses           56,772     56,964
                                      _______    _______ 
    
Operating Income                        2,663      3,172

Other Income (Expense)
  Other Income, net                        79      3,126
  Interest Charges, net                (3,251)    (3,871)
                                       _______    ______
(Loss)Income Before Income Taxes         (509)     2,427
                                   
(Benefit)Provision for Income Taxes       (67)       605
                                       _______    ______
                                     
Net (Loss) Income                        (442)     1,822         
                                       _______    _______   
                                       _______    _______
                                      
(Loss)Earnings 
  per Common Share                   $  (0.04)  $   0.17 
                                       _______    _______
                                       _______    _______
Common Shares
  Outstanding (Average)              10,451,034 10,449,554
                                     __________ __________
                                     __________ __________  

</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,      
                                       1997       1996
                                       ____       ____
                                        (Thousands of Dollars,
                                      except share information)

<S>                                  <C>        <C>
Revenues:
  Utility Revenues                   $279,490   $297,703
  Nonutiltiy Revenues                   3,194        191
                                      _______    _______
    Total Revenues                    282,684    297,894
                                      _______    _______

Operating Expenses:
  Cost of Gas/Goods Sold              154,048    165,335
  Operations                           42,620     42,855
  Maintenance                           4,711      4,777
  Depreciation                         13,011     12,467
  Taxes other than income taxes        18,700     19,220
                                      _______    _______
    Total Operating Expenses          233,090    244,654
                                      _______    _______

Operating Income                       49,594     53,240

Other Income (Expense)
  Other Income, net                       151      5,607
  Interest Charges, net               (10,080)   (11,740)
                                      _______    _______

Income Before Income Taxes             39,665     47,107
                                     
Provision for Income Taxes             17,750     20,120
                                      _______    _______

Net Income                           $ 21,915   $ 26,987
                                      _______    _______
                                      _______    _______

Earnings per Common Share            $   2.10   $   2.59
                                      _______    _______
                                      _______    _______
Common Shares
  Outstanding (Average)             10,450,074 10,430,410
                                    __________ __________
                                    __________ __________

</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,  
                                        1997         1996
                                      ________  _________ 
                                     (Unaudited)
                                      (Thousands of Dollars)

<S>                                  <C>        <C>
ASSETS                               
Utility Plant, at original cost      $517,185   $499,446
  Less:  Accumulated provision for 
         depreciation                 188,995    177,943
                                     ________   ________
                                      328,190    321,503
Construction work in progress          15,335     13,985
                                     ________   ________

   Total Net Utility Plant            343,525    335,488
                                     ________   ________
                                      
Other Property and Investments         16,920     14,894
                                     ________   ________
Current Assets:
  Cash and temporary cash 
    investments                         2,577      7,853
  Accounts receivable, net             37,440     25,623
  Fuel supplies                         5,838     11,465
  Other materials and supplies          1,926      1,706
  Accrued utility revenues              2,817      5,775
  Prepaid taxes                          ---       2,925 
  Other                                 1,099      4,373
                                      _______    _______
   Total Current Assets                51,697     59,720
                                      _______    _______

  Deferred Gas Costs                     ---       3,948
  Recoverable Environmental
    Cleanup Costs                      31,091     34,370
  Recoverable Income Taxes             10,803     14,559
  Recoverable Postretirement
    Benefits Costs                      1,226      1,861
  Other Deferred Debits                13,423     13,909
                                      _______    _______
                                                 
   Total Assets                      $468,685   $478,749
                                      _______   ________
                                      _______   ________

</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,
                                        1997        1996
                                     _________  ____________
                                     (Unaudited)
                                      (Thousands of Dollars)
<S>                                  <C>        <C>
CAPITALIZATION AND LIABILITIES

Capitalization:
  Common shares - $5.00 par value.
  Authorized 20,000,000 shares; 10,453,514
  shares outstanding at June 30, 1997
  and 10,449,554 outstanding at
  September 30, 1996                 $ 52,268   $ 52,248
  Capital surplus, paid in             88,037     87,947
  Retained earnings                    34,892     23,271
  Employee stock ownership
    plan guarantee                     (1,000)    (1,400)
                                      ________   ________
  Total Common Shareholders' Equity   174,197    162,066
  Long-term debt, net of
    current portion                   138,632    109,282
                                      _______    _______
     Total Capitalization             312,829    271,348
                                      _______    _______
Current Liabilities:
  Notes payable to banks                3,000     20,300
  Long-term debt, current portion       4,017     34,017
  Accounts payable                     14,596     22,571
  Accrued interest                      3,351      3,494
  Accrued taxes                         7,564       ---

  Pipeline transition costs payable     3,778        422
  Other                                 6,124      7,411
                                      _______    _______
     Total Current Liabilities         42,430     88,215
                                      _______    _______

Deferred Gas Costs                        707       ---
Accumulated Deferred Income Taxes      49,126     49,934
Unfunded Deferred Income Taxes         10,657     14,488
Accumulated Deferred Investment 
  Tax Credits                           8,797      9,080
Reserve for Environmental
  Cleanup Costs                        35,000     35,000
Unfunded Postretirement 
  Benefits Costs                        2,726      3,361
Other Deferred Credits                  6,413      7,323    
                                       ______     ______
     
Commitments and Contingencies (Note 3)

     Total Capitalization and
        Liabilities                  $468,685   $478,749
                                     ________   ________
                                     ________   ________

</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,
                                     __________________
                                     1997       1996
                                     ____       ____
                                     (Thousands of Dollars) 

<S>                                  <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income                         $21,915    $26,987
  Adjusted for the following:
    Depreciation                      13,011     12,467 
    Equity earnings from investments     (60)    (2,755)
    Gain on sale of investment 
      in Iroquois                       ---      (2,688)
    Deferred income taxes, net        (1,166)    (2,002)
    Deferred gas costs activity and 
      other non-cash items            10,469     15,910
  Changes in working capital:
    Accounts receivable and accrued
      utility revenues                (8,859)   (13,720)
    Accounts payable                  (7,975)       797 
    Accrued taxes                     10,489     13,404
    Other working capital 
      (excludes cash)                  7,492      6,337
                                     _______    _______     
Net cash provided by 
  operating activities                45,316     54,737
                                     _______    _______     
CASH FLOWS FROM FINANCING ACTIVITIES:
  Issuance of common stock                20        265
  Premium on common stock                 67        944
  Issuance of long-term debt          30,000      2,150
  Retirement of long-term debt       (30,650)    (2,450)
  Decrease in 
      short-term debt                (17,300)   (28,520)       
  Cash dividends-common stock        (10,294)    (9,957)
                                     ________   ________
Net cash used for financing 
   activities                        (28,157)   (37,568)         

                                     ________   ________
INVESTMENT IN PLANT AND OTHER:
  Utility Plant, net of allowance for other
   funds used during construction    (19,958)   (15,634)
  Other property and investments      (2,477)    (1,996)
  Iroquois distribution                 ---       2,625
  Proceeds from Iroquois sale           ---      22,192
                                     _______    ________
Net cash provided by (used for)
   plant and other investments       (22,435)     7,187 
                                     ________    _______

Net Increase (Decrease)in Cash and Temporary
   Cash Investments for the Period    (5,276)    24,356
Cash and Temporary Cash Investments,
   beginning of period                 7,853        725
                                     ________   ________
Cash and Temporary Cash Investments,
   end of period                     $ 2,577    $25,081 
                                     ________   _______
                                     ________   _______     
Supplemental Cash Flow Information:
  Cash paid during the period for:
  Interest, net of amounts 
   capitalized                       $ 9,793    $10,046
  Income taxes                       $ 9,779    $14,213     


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

<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, 1996(1996
     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, 1996 and March 31, 1997 (first and second
     quarter Form 10Q).  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, 1997, and its results of
     operations for the three and nine months ended June 30, 1997
     and 1996 and cash flows for the nine months ended June 30,
     1997 and 1996.  The results of operations for the three and
     nine months ended June 30, 1997 and 1996 are not necessarily
     indicative of the results expected for a full year, due
     mainly to the highly seasonal nature of the gas business.


2)  ACCOUNTING FOR THE EFFECTS OF REGULATION

     The Company's wholly-owned subsidiary, Yankee Gas Services
     Company (Yankee Gas) is subject to regulation by the
     Connecticut Department of Public Utility Control (DPUC). 
     The Company prepares its financial statements in accordance
     with generally accepted accounting principles which include
     the provisions of Statement of Financial Accounting
     Standards No. 71, "Accounting for the Effects of Certain
     Types of Regulation" (FAS No. 71). FAS No. 71 requires a
     cost-based, rate-regulated enterprise such as Yankee Gas to
     reflect the impact of regulatory decisions in its financial
     statements.  The DPUC, through the rate regulation process,
     can create regulatory assets that result when costs are
     allowed for ratemaking purposes in a period other than the
     period in which the costs would be charged to expense by an
     unregulated enterprise.


     Following the provisions of FAS No. 71, the Company has
     recorded regulatory assets or liabilities as appropriate
     primarily related to deferred gas costs, pipeline transition
     costs, hardship customer receivables, environmental cleanup
     costs, income taxes and postretirement benefits costs.  The
     specific amounts related to these items are disclosed in the
     consolidated balance sheets. For additional information
     about these items see the 1996 Form 10-K.
                                     
     Yankee Gas continues to be subject to cost-of-service based
     rate regulation by the DPUC.  Based upon current regulation
     and recent regulatory decisions, the Company believes that
     its use of regulatory accounting is appropriate and in
     accordance with the provisions of FAS No. 71.  

3)  COMMITMENTS AND CONTINGENCIES

     TRANSITION COSTS - ORDER NO. 636:  The three major pipeline
     systems serving Yankee Gas (Iroquois Gas Transmission System
     (Iroquois), 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)
     directive.
       
     Yankee Gas has concurrently replaced the gas supply
     traditionally obtained from the pipeline companies' merchant
     services with firm purchases directly from producers and/or
     marketing companies. Order No. 636 acknowledges that the
     restructuring of the pipelines' traditional services will
     cause pipelines to incur transition costs in several areas
     and provides mechanisms for the pipelines to fully recover
     prudently incurred transition costs attributable to the
     implementation of Order No. 636.
     
     On July 8, 1994, the DPUC issued a decision on the
     implementation of FERC Order No. 636 by the Connecticut
     Local Distribution Companies (LDC's).  The DPUC is allowing
     the LDC's to offset the transition costs billed by pipelines
     under Order No. 636 with recoveries from capacity release
     activity, refunds of deferred gas costs for the 1992-93
     period and all subsequent annual deferred gas costs, gas
     supplier refunds, off-system sales margin and interruptible
     margin earned in excess of target amounts.

     Through June 30, 1997, Yankee Gas has paid approximately
     $19.2 million of transition costs and an additional $3.8
     million are anticipated.  To date, Yankee Gas has collected
     $42.9 million through a combination of credits received from
     gas supplier refunds, deferred gas costs, excess
     interruptible margin, off-system sales margin, and capacity
     release activity.

     On January 3, 1996, the DPUC approved a Settlement Agreement
     between Yankee Gas and the Office of Consumer Counsel (OCC).
     This Settlement Agreement provides for the retention of
     overcollected transition cost credits to offset certain
     deferred regulatory assets. As a result of this Settlement
     Agreement, Yankee Gas has stipulated that, except in the
     event of certain circumstances which would adversely affect
     Yankee Gas' financial condition, it will not increase its
     rates prior to October 1, 1998. As of June 30, 1997, excess
     collections of approximately $23.7 million were applied
     against the deferred regulatory assets specified in the
     Settlement Agreement. 

     FIRM TRANSPORTATION:  On August 2, 1995, the DPUC issued a
     Final Decision in Docket No. 94-11-12, DPUC Review of
     Connecticut Local Distribution Companies' Cost of Service
     Study Methodologies.  The docket was intended to investigate
     the issues surrounding the development of firm
     transportation (FT) rates at the state level in response to
     FERC Order No. 636.  The Decision provides guidelines for
     the development of FT rates to be offered by the State's
     three LDC's, one of which is Yankee Gas. 

     On January 24, 1996, the DPUC issued a Final Decision on
     Docket 92-02-19 Reopen I.  This decision enabled Yankee Gas
     to implement FT rates and services as contemplated in the
     DPUC August 2, 1995 decision referenced above.  The Decision
     allows Yankee Gas to offer a broad array of service options
     to commercial and industrial FT customers.  Yankee Gas
     implemented these new FT rates and services on April 1,
     1996, and as of June 30, 1997 had approximately 1,100
     customers under the new FT service.  Existing customers who
     switch to transportation tariffs will result in decreased
     revenues for Yankee Gas as the portion of revenues
     representing gas costs will now be borne directly by the
     customer who will buy their own gas directly.  Yankee Gas,
     however, does not expect customer conversions to
     transportation services to affect its net income because the
     cost of gas has traditionally been a pass through item with
     no income impact.

     This Decision did not address Yankee Gas' revenue
     requirement; Yankee Gas has maintained the existing margin
     recovery and rates of return established in the last rate
     case decision issued for Yankee Gas in 1992.

     On August 25, 1996, Yankee Gas filed an application with the
     DPUC for a Financial and Operation Review (Review).  This
     Review was required under Connecticut statute if Yankee Gas
     had not undergone a rate proceeding within the last four
     years.  Since Yankee Gas' last rate application was approved
     on August 26,1992, this Review was necessary to comply with
     the statute. 

     On July 9, 1997, the DPUC issued its decision in Docket No.
     96-08-05.  The DPUC decision, which is not a rate order,
     calls for a lowering of Yankee Gas' authorized Return on
     Equity (ROE) from 12.43 percent to 11.15 percent.  The DPUC
     believed that lower current interest rates and recently
     allowed rates of return for other Connecticut utilities
     justified a lower ROE for Yankee Gas. The decision does not
     call for any change in customer rates or reductions in
     Yankee Gas' revenues.  The decision offers Yankee
     Gas the option of making a proposal by September 2, 1997,
     which would apply any revenues in excess of the 11.15
     percent ROE, which the DPUC estimates to be $3.2 million, to
     the amortization of regulatory assets or to increasing plant
     investment.  Yankee Gas management is currently evaluating
     these alternatives, as well as other options, to address
     this issue. If Yankee Gas does not choose to make a 
     proposal, the DPUC will initiate a full rate case
     proceeding.  

     GAS SUPPLY HEDGING ACTIVITIES:  Yankee Gas has gas service
     agreements with two customers to supply gas at fixed prices.
     Because Yankee Gas purchases gas on a variable price basis,
     it has found it necessary to hedge gas prices with
     derivatives to respond to customers' needs for long term
     fixed pricing.  Both agreements are similar in structure in
     that Yankee Gas executed a commodity swap contract with a
     commodity trading firm.  Under a master commodity swap
     agreement, the price of a specified quantity of gas is fixed
     over the term of the gas service agreement with the
     customer.  In both cases, Yankee Gas is acting as an agent
     using its credit to provide fixed pricing to its customers
     using a commodity swap.  Yankee Gas' results of operations
     are unaffected by the hedge transaction given that it passes
     through the cost of the hedge to either the commodity
     trading firm or its customer depending on the difference in
     the fixed and floating prices for gas.  Also, the customers
     are accountable for all costs incurred by Yankee Gas to
     execute and maintain the commodity swap contract.

     Of the two gas service hedging agreements currently in
     force, only one is material relative to the significance of
     gas volumes being hedged.  This agreement has a ten year
     term and requires Yankee Gas to supply approximately one BCF
     of gas per year, with relatively low margin, at a fixed
     price beginning August 1, 1995. The price is allowed to
     escalate by a predetermined rate every year after the first
     year.  The commodity swap contract for this hedging
     agreement was executed August 17, 1994.  Yankee Gas is
     responsible for margin calls collateralizing the commodity
     swap contract from August 17, 1994 through the term of the
     gas service agreement.  Currently, Yankee Gas has a letter
     of credit in the amount of $2.0 million issued to the
     commodity trading firm collateralizing the commodity
     contract.

     There have 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 1996
     Form 10-K. 

4)  FORWARD-LOOKING STATEMENTS

     This report may contain statements which, to the extent they
     are not recitations of historical fact, constitute
     "forward-looking statements" within the meaning of the
     Securities Litigation Reform Act of 1995 (Reform Act).  All
     such forward-looking statements are intended to be subject
     to the safe harbor protection provided by the Reform Act.  A
     number of important factors affecting the Company's business
     and financial results could cause actual results to differ
     materially from those stated in the forward-looking
     statements.  Those factors include developments in the
     legislative, regulatory and competitive environment, gas
     industry restructuring and certain environmental matters as
     well as such other factors as set forth in the Company's
     Form 10-K for the year ended September 30, 1996.

5)   USE OF ESTIMATES
     
     The preparation of financial statements in conformity with
     generally accepted accounting principles requires management
     to make estimates and assumptions that affect the reported
     amounts of assets and liabilities and disclosure of
     contingent assets and liabilities at the date of the
     financial statements and the reported amounts of revenues
     and expenses during the reporting period.  Actual results
     could differ from those estimates.

     
6)   RECLASSIFICATIONS

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

<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Board of Directors and Shareholders 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, 1997, 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.

We have previously audited, in accordance with generally accepted
auditing standards, the balance sheet of Yankee Energy System,
Inc. as of September 30, 1996 (not presented herein), and, in our
report dated November 7, 1996, we expressed an unqualified
opinion on that statement.  In our opinion, the information set
forth in the accompanying condensed balance sheet as of September
30, 1996 is fairly stated, in all material respects, in relation
to the balance sheet from which it has been derived.




                                          Arthur Andersen LLP

Hartford, Connecticut
July 29, 1997


<PAGE>
                                     
Item 2.   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. (Yankee Energy or the
Company) 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, 1996, 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, 1996 and
March 31, 1997.


FINANCIAL CONDITION
OVERVIEW

For the quarter ended June 30, 1997 the Company recorded a
consolidated net loss of $0.04 per share based on 10,451,034
average common shares, compared to earnings of $0.17 per share
for the same period a year earlier.  The earnings for the quarter
ended June 30, 1996 include the April 30, 1996 sale of the
Company's Iroquois investment that resulted in a net after-tax
gain of $2.5 million or $0.24 per share.  Excluding the gain on
the Iroquois sale, the Company would have recorded a net loss of
$0.07 per share for the quarter ended June 30, 1996.

For the nine months ended June 30, 1997, earnings were $2.10 per
share based on 10,450,074 average common shares, compared to
$2.59 per share for the nine months ended June 30, 1996.  The
decrease in earnings for the nine month period ended June 30,
1997 was due in part to the effect of the gain on the sale of the
Company's Iroquois investment and to weather that was
approximately five percent warmer, compared to the same period a
year earlier. Also contributing to the decline in earnings were
the operating losses of Yankee Energy's non-utility subsidiaries
which are expected to continue in the fourth quarter.

The Company recorded lower income tax expense as a result of
lower pre-tax net income for the three and nine month periods
ended June 30, 1997 compared to the three and nine month periods
ended June 30, 1996.


RESULTS OF OPERATIONS


COMPARISON OF THE THIRD QUARTER OF FISCAL 1997 WITH THE THIRD
QUARTER OF FISCAL 1996


REVENUES AND SALES

Utility operating revenues decreased $1.8 million and were
partially offset by a $1.1 million increase in non-utility
revenues in the third quarter of fiscal 1997 compared with the
same period in the prior fiscal year.  The increase in non-
utility revenues was due primarily to Yankee Energy Services
Company (YESCo) acquisitions. For a detailed description of
YESCo, see page 1 of the 1996 Form 10-K. The components of the
change in operating revenues are as follows:


<TABLE>
<CAPTION> 
                                 Changes in Operating Revenues   
                                  (Millions of Dollars)
                                   Increase/(Decrease)

<S>                                     <C>   
Firm sales and other                    $ (1.1)
Transportation                             2.1
                                          _____
Subtotal firm sales, transportation 
   and other
  (excluding gas cost recoveries)          1.0
                                          _____
Interruptible/off system sales and
  transportation 
   (excluding gas costs recoveries)        0.6
                                          _____ 
Total - Excluding gas cost recoveries      1.6
                                                     
Gas cost recoveries                       (3.4)
                                          _____
Change in utility revenues                (1.8)

Non-utility operations                     1.1
                                          _____
Total change in operating revenues      $ (0.7)
                                          _____
                                          _____
</TABLE>

Firm sales and other revenues (excluding gas cost recoveries)
decreased for the third quarter of fiscal 1997 compared to the
same period in fiscal 1996.   This decrease in firm sales was
primarily caused by customers converting from sales gas to
transportation-only service. 
 
Interruptible revenue increased $0.6 million for the three months
ended June 30, 1997 compared to the three months ended June 30,
1996 primarily due to the availability of competitively priced
gas/transportation service for interruptible customers.

Gas cost recoveries decreased due to lower firm sales in the
third quarter of fiscal 1997 compared to the same period in
fiscal 1996.

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

<TABLE>
<CAPTION>
                         Quarter Ended June 30,
                         1997      1996    Increase
                            (Mcf - thousands)
<S>                      <C>       <C>       <C>
Firm sales and 
  transportation          6,647     6,046      601
Interruptible/off system
 sales and transportation 3,366     2,834      532
                         ______    ______   ______
Total                    10,013     8,880    1,133 
                         ______    ______   ______
                         ______    ______   ______

</TABLE>

                         
OPERATING EXPENSES

Total other operating expenses decreased $0.2 million in the
third quarter of fiscal 1997 compared with the same period in the
prior year as a result of the following items:

     -    Cost of gas/goods sold decreased $0.3 million for the 
          three months ended June 30, 1997 compared to the three
          months ended June 30, 1996 due to lower firm sales
          offset by higher per-unit gas costs.  This decrease was
          also partially offset by an increase in non-utility
          subsidiary activity.
                                           
     -    Operations and maintenance expenses decreased $0.2
          million in the third quarter of fiscal 1997 compared to
          the third quarter of fiscal 1996 primarily due to a
          decrease in uncollectible expense  and lower Yankee Gas
          payroll as a result of the Company's business
          transformation.  This decrease was partially offset by
          an increase in non-utility subsidiary activity.

     -    Depreciation expense increased $0.3 million due to an
          increase in depreciable utility and non-utility plant
          assets as of June 30, 1997 compared to June 30, 1996. 

OTHER INCOME, NET decreased $3.0 million in the third quarter of
fiscal 1997 compared to the third quarter of fiscal 1996
primarily due to the effect of the gain on the Iroquois sale
recognized in the prior year third quarter ended June 30, 1996. 
Excluding the gain on the sale of the Company's interest in
Iroquois, other income decreased $0.3 million in the third
quarter of fiscal 1997 compared to the third quarter of fiscal
1996.  This decrease is primarily due to lower interest income
earned from temporary cash investments in the third quarter of
fiscal 1997 compared to the same period a year earlier. 

INTEREST charges decreased $0.6 million for the three months
ended June 30 1997 compared to the same period ended June 30,
1996 due to lower levels of debt and lower interest expense on
Yankee Gas' deferred fuel balance in the current period.

INCOME TAXES, FEDERAL AND STATE decreased $0.7 million primarily
due to lower taxable income for the three months ended June 30,
1997 compared to the three months ended June 30, 1996.


COMPARISON OF THE FIRST NINE MONTHS OF FISCAL 1997 WITH THE FIRST
NINE MONTHS OF FISCAL 1996


REVENUES AND SALES

Utility operating revenues decreased $18.2 million and were
partially offset by a $3.0 million increase in non-utility
revenues in the first nine months of fiscal 1997 compared with
the same period in the prior fiscal year.  The increase in non-
utility revenues was due primarily to YESCo acquisitions. The
components of the change in operating revenues are as follows:
     

<TABLE>
<CAPTION>
                                Changes in Operating Revenues   
                                  (Millions of Dollars)
                                   Increase/(Decrease)
<S>                                   <C>   
Firm sales and other                 $ (8.5)
Transportation                          5.0
                                       _____
Subtotal firm sales, transportation 
   and other
  (excluding gas cost recoveries)      (3.5)
                                       _____
Interruptible/off system sales and
  transportation 
   (excluding gas costs recoveries)     0.1
                                       _____ 
Total - Excluding gas cost 
        recoveries                     (3.4)
                                                     
Gas cost recoveries                   (14.8)
                                       _____
Change in utility revenues            (18.2)

Non-utility operations                  3.0
                                       _____
Total change in operating revenues   $(15.2)
                                       _____
                                       _____
</TABLE>

Firm and other revenues (excluding gas cost recoveries) decreased
for the first nine months of fiscal 1997 compared to the same
period in fiscal 1996 due to a 10 percent decrease in firm gas
heating sales.  The decrease in firm revenue resulted from
weather that was five percent warmer this year compared to last
year and from firm sales customers switching to transportation
only service.  This revenue decrease was partially offset by an
increase in firm transportation.

Gas cost recoveries decreased due to lower firm sales in fiscal
year 1997 compared to fiscal year 1996.

The corresponding changes in the Company's throughput were as
follows:
                           
<TABLE>
<CAPTION>
                         Nine Months Ended June 30,
                         1997      1996    Increase/(Decrease)
                            (Mcf - thousands)
<S>                      <C>       <C>      <C>
Firm sales and 
  transportation         30,586    30,920     (334)
Interruptible/off system
 sales and transportation 9,891     8,210    1,681
                         ______    ______   ______
Total                    40,477    39,130    1,347 
                         ______    ______   ______
                         ______    ______   ______

</TABLE>


OPERATING EXPENSES

Total other operating expenses decreased $11.6 million in the
first nine months of fiscal 1997 compared with the same period in
the prior year as a result of the following items:

     -    Cost of gas/goods sold decreased $11.3 million for the
          nine months ended June 30, 1997 compared to the nine
          months ended June 30, 1996 due to lower firm sales
          offset by higher per-unit gas costs in fiscal 1997
          compared to fiscal 1996. This decrease was also
          partially offset by an increase in non-utility
          subsidiary  activity.

     -    Operations and maintenance expenses decreased $0.3
          million in the first nine months of fiscal 1997
          compared with the same period a year earlier due
          primarily to lower uncollectible expense and lower
          Yankee Gas payroll as a result of the Company's
          business transformation.  This decrease was partially
          offset by an increase in non-utility subsidiary
          activity.

     -    Depreciation expense increased $0.5 million due to an
          increase in depreciable utility and non-utility plant
          assets as of June 30, 1997 compared to June 30, 1996.

     -    Taxes other than income taxes decreased $0.5 million
          for the nine months ended June 30, 1997 compared to the
          nine months ended June 30, 1996 primarily due to lower
          Connecticut Gross Earnings taxes resulting from lower
          revenues in fiscal 1997. This decrease was partially
          offset by an increase in municipal property taxes due
          to higher assessments.

     
OTHER INCOME, NET decreased $5.5 million in the first nine months
of fiscal 1997 due primarily to the absence of earnings
associated with the equity investment which Housatonic formerly
held in Iroquois.  This interest was sold on April 30, 1996. 

INTEREST charges decreased $1.7 million for the nine months ended
June 30, 1997 compared to the same period ended June 30, 1996 due
to lower levels of debt and lower interest expense on Yankee Gas'
deferred fuel balance in the current period.

INCOME TAXES, FEDERAL AND STATE decreased $2.4 million primarily
due to lower taxable income as a result of warmer weather and the
operating losses of Yankee Energy's non-utility subsidiaries for
the nine months ended June 30, 1997 compared to the same period
ended June 30, 1996. 
                                     

LIQUIDITY AND CAPITAL RESOURCES

Cash and temporary cash investments at June 30, 1997 totaled $2.6
million.  Principal sources of cash for the nine months ended
June 30, 1997 were operating activities. These funds were used
primarily to reduce short-term debt, meet sinking fund
requirements, dividend payments and capital expenditures.  

Expenditures for utility plant and other investments totaled
$22.4 million for the first nine months of fiscal 1997,
reflecting a $4.8 million increase from the same period in fiscal
1996.  During the first nine months of fiscal 1997, construction
additions were supported by short-term debt and cash from
operations. 

The seasonal nature of gas revenues, inventory purchases and
construction expenditures may create a need for short-term
borrowing to supplement internally generated funds.  As of June
30, 1997, Yankee Gas had a revolving line of credit of $60
million with a group of five banks.  Under the agreement, funds
may be borrowed on a short-term revolving basis using either
fixed or variable rate loans.  Yankee Gas also had uncommitted
credit lines of $27 million as of June 30, 1997.  At June 30,
1997, Yankee Gas had $3 million outstanding borrowings on its
agreements.  Yankee Energy had no outstanding borrowings at June
30, 1997 on its $15 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.  At June
30, 1997, indenture requirements, including the required coverage
ratio, would allow for the issuance of an additional $191 million
of bonds at an assumed interest rate of 7.8 percent.

Yankee Gas has entered into fixed revenue-rate contracts with two
customers for the delivery of natural gas.  The Company has
hedged these commitments with the purchase of natural gas swaps. 
In order to satisfy certain provisions of the arrangement, the
Company has provided a letter of credit for $2.0 million.  The
Company's results of operations are unaffected by the hedge
transaction given that it passes through the cost of the hedge to
either the commodity trading firm or its customer depending on
the difference in the fixed and floating prices for gas.

Yankee Gas has received approximately $3.3 million in fiscal 1997
from insurance settlements for recovery of coal tar remediation
costs. As of June 30, 1997 total recoveries received from
insurance settlements are $9.1 million.  Future recoveries
expected from insurance settlements cannot be determined at this
time but they are not expected to be significant. For further
information concerning coal tar remediation, please see the 1996
Form 10-K.


Item 3.   Quantitative and Qualitative Disclosures about Market
          Risk

Not applicable.


<PAGE>

PART II - OTHER INFORMATION


Item 5.   OTHER INFORMATION

          On May 22, 1997, the Board of Directors of Yankee
          Energy appointed John J. Rando a member of the Board in
          order to fill one of two vacancies.  Mr Rando's term as
          director expires in 1999. Mr. Rando is vice president
          and general manager of the Services Division of Digital
          Equipment Corporation.  Mr. Rando's experience and
          enthusiasm will make a valuable addition to the Board.

          Yankee Energy announced on July 7, 1997 that James M.
          Sepanski has joined the Company as its chief financial
          officer.  Mr. Sepanski was formerly a partner at Arthur
          Andersen, LLP, New York City.  He has specialized in
          the utility industry with most of his experience in
          electric and gas utilities, both domestically and
          internationally, which the Company believes will
          contribute to its growth and success.


Item 6.   Exhibits and Reports on Form 8-K

          a.  Exhibits

          Exhibit 27 - Financial Data Schedule

          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, 1997          /s/ James M. Sepanski       
                                ___________________________
                                James M. Sepanski  
                                Vice President and
                                Chief Financial Officer



Date:  August 12, 1997          /s/ Nicholas A. Rinaldi
                                ___________________________
                                Nicholas A. Rinaldi
                                Controller



<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          SEP-30-1997
<PERIOD-END>                               JUN-30-1997
<CASH>                                           2,577
<SECURITIES>                                         0
<RECEIVABLES>                                   45,848
<ALLOWANCES>                                     8,408
<INVENTORY>                                      7,764
<CURRENT-ASSETS>                                51,697
<PP&E>                                         532,520
<DEPRECIATION>                                 188,995
<TOTAL-ASSETS>                                 468,685
<CURRENT-LIABILITIES>                           42,430
<BONDS>                                        142,649
                                0
                                          0
<COMMON>                                        52,268
<OTHER-SE>                                     121,929
<TOTAL-LIABILITY-AND-EQUITY>                   468,685
<SALES>                                        282,684
<TOTAL-REVENUES>                               282,684
<CGS>                                          154,048
<TOTAL-COSTS>                                  154,048
<OTHER-EXPENSES>                                74,786
<LOSS-PROVISION>                                 4,256
<INTEREST-EXPENSE>                              10,080
<INCOME-PRETAX>                                 39,665
<INCOME-TAX>                                    17,750
<INCOME-CONTINUING>                             21,915
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    21,915
<EPS-PRIMARY>                                     2.10
<EPS-DILUTED>                                     2.10
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission