<PAGE> 

                                          Registration No. 33- ____________
          As filed with the Securities and Exchange Commission on January
          28, 1994
          _________________________________________________________________
          ________________________________________________________________
                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549
                              _________________________
                                       FORM S-8
                              REGISTRATION STATEMENT(1)
                                        Under
                              THE SECURITIES ACT OF 1933
                              _________________________

                              YANKEE ENERGY SYSTEM, INC.
                  (Exact name of issuer as specified in its charter)

               Connecticut                                 06-1236430
                (State of                               (I.R.S. Employer
              Incorporation)                           Identification No.)
                                 599 Research Parkway
                           Meriden, Connecticut  06450-1030
                                    (203) 639-4000
            (Address and telephone number of principal executive offices)

                              YANKEE ENERGY SYSTEM, INC.
                         401(k) EMPLOYEE STOCK OWNERSHIP PLAN
                                 (Full title of Plan)
                              __________________________

                Charles E. Gooley, Vice President and General Counsel
                              Yankee Energy System, Inc.
                                 599 Research Parkway
                           Meriden, Connecticut  06450-1030
                                    (203) 639-4000
              (Name, address and telephone number of agent for service)
                             ___________________________
                           Copies of all communications to:
                         Winthrop, Stimson, Putnam & Roberts
                                One Battery Park Plaza
                            New York, New York 10004-1490
                                    (212) 858-1000
                          Attention:  Susan P. Serota, Esq.
                             ____________________________
<TABLE>
                           CALCULATION OF REGISTRATION FEE
<CAPTION>
   Title of        Amount          Proposed       Proposed          Amount of
   Securities      to be           Maximum        Maximum           Registration
   to be           Registered(1)   Offering Price Aggregate         Fee(2)
   Registered                      Per Share(2)   Offering Price(2)     
   _____________________________________________________________________________
   <S>             <C>             <C>             <C>              <C> 
   Common Stock,   425,000         $23.875        $10,146,875.00    $3498.92
   par value $5.00
   per share(3)
   ____________________________________________________________________________
</TABLE>
    (1) In addition, pursuant to Rule 416(c) under the Securities Act
        of 1933, this Registration Statement also covers an
        indeterminate amount of interests to be offered or sold
        pursuant to the employee benefit plan described herein.

    (2) Pursuant to Rule 457(h) and Rule 457(c), the maximum offering 
        price per share and the registration fee are based on the
        reported average of the high and low prices for Yankee Energy
        System, Inc. Common Stock on the New York Stock Exchange on
        January 24, 1994.

    (3) This Registration Statement also pertains to Rights to Purchase one
        share of Common Stock of the Registrant (the "Rights").  Until the
        occurrence of certain prescribed events, the Rights are not exercisable,
        are evidenced by the certificates for Yankee Energy System, Inc. Common
        Stock and will be transferred along with and only with such securities.


<PAGE>
                                        PART I
                  INFORMATION REQUIRED IN A SECTION 10(a) PROSPECTUS

          Item 1.  Plan Information

          Item 2.  Registrant Information and Employee Plan Annual
          Information


                                       PART II

                    INFORMATION REQUIRED IN REGISTRATION STATEMENT

          Item 3.  Incorporation of Documents by Reference.

               The following documents which have  heretofore been filed by
          Yankee Energy System,  Inc. (the  "Company") with the  Securities
          and  Exchange  Commission  (the  "Commission")  pursuant  to  the
          Securities Exchange Act of 1934, as amended (the "1934 Act"), are
          incorporated by reference herein and shall be deemed to be a part
          hereof:

               1.  The Company's Annual Report on Form 10-K for fiscal year
               ended September 30, 1993.

               2.  The description of the Company's  Common Stock contained
               in  the Registration  Statement on  Form 10  dated April 14,
               1989,  filed under the 1934 Act,  including any amendment or
               report filed for the purpose of updating such description.

               3.  The description of the Company's Rights contained in the
               Company's  1934 Act Registration  Statement on Form 8A dated
               December 6,  1989, filed  with  the Commission  pursuant  to
               Section 12(b)  of the  1934 Act  including any  amendment or
               report filed for the purpose of updating such description.

               4.   The Annual Report  on Form 11-K  for the Plan's  fiscal
               year ended December 31, 1992.

               All  documents  filed  by the  Company  with  the Commission
          pursuant to Sections 13(a),  13(c), 14 and 15(d) of  the 1934 Act
          prior  to  the  filing  of  a post-effective  amendment  to  this
          Registration  Statement  which  indicates  that  all   securities
          offered have been sold or  which deregisters all securities  then
          remaining unsold shall  be deemed to be incorporated by reference
          in this Registration Statement and made a part hereof from  their
          respective dates  of filing  (such documents,  and the  documents
          enumerated above, being hereinafter referred to as "Incorporated
          Documents"); PROVIDED  HOWEVER,  that  the  documents  enumerated
          above or subsequently  filed by the Company pursuant  to Sections
          13(a), 13(c), 14  or 15(d) of  the 1934 Act  in each year  during
          which the  offering made  by this  Registration  Statement is  in
          effect prior to the filing  with the Commission of the  Company's
          Annual  Report on  Form  10-K covering  such  year  shall not  be
          Incorporated Documents or  be incorporated  by reference in  this
          Registration Statement or be a part hereof from and after the
          filing of such Annual Report on Form 10-K.

               Any statement contained in an Incorporated Document shall be
          deemed  to  be  modified  or  superseded  for  purposes  of  this
          Registration Statement to  the extent that a  statement contained
          herein or in  any other subsequently filed  Incorporated Document
          modifies or supersedes  such statement.   Any  such statement  so
          modified or superseded shall not be deemed, except as so modified 
          or  superseded,  to  constitute  a   part  of  this  Registration
          Statement.



          <PAGE>
               The information relating  to the  Company contained in  this
          Registration Statement summarizes,  is based  upon, or refers  to
          information and  financial statements  contained in  one or  more
          Incorporated Documents;  accordingly, such information  contained
          herein is qualified  in its entirety by reference to Incorporated
          Documents and should be read in conjunction therewith.

               The Company hereby undertakes to provide without charge to
          each person to whom this Registration Statement is delivered,
          including any beneficial  owner, upon written or  oral request, a
          copy of any  and all documents  incorporated herein by  reference
          (other than certain exhibits to such documents) and a copy of the
          Company's  most recent annual report to shareholders.  Written or
          oral requests for  such copies should  be directed to:   Sarah K.
          Sanders,  Assistant   Treasurer,  Yankee  Energy   System,  Inc.,
          599 Research  Parkway,  Meriden,   Connecticut  06450,  telephone
          number:  (203) 639-4462.  Additional updating information with
          respect to the securities and plan covered hereby may be provided
          in the future by means of supplements to the Prospectus.

          Item 4.  Description of Securities.

               See Item 3.

          Item 5.  Interests of Named Experts and Counsel.

               Not Applicable.

          Item 6.  Indemnification of Directors and Officers.

               Section 33-320a of the Stock  Corporation Act of Connecticut
          ("Section   33-320a")   requires   the    Company,   in   certain
          circumstances  and  subject  to certain  limitations  therein set
          forth,  to indemnify each  of its  directors and  officers, among
          others,  made a  party to  any threatened,  pending  or completed
          legal proceeding by reason of his or her being or having been such
          a director or officer against expenses, including attorneys'  
          fees, incurred by him or her, and, in addition in the case of any
          such proceeding other than one by or in the right of the Company,
          against judgments, fines and  penalties incurred, and  settlement
          amounts paid, by him  or her in connection with  such proceeding.
          Article VI   of   the  Bylaws   of   the  Company   provides  for
          indemnification of directors  and officers, among others,  to the
          fullest extent now or hereafter permitted by law.  The rights and
          remedies provided in Section 33-320a are exclusive, so Article VI
          of the Bylaws of the Company does not at present add to the
          indemnification rights of directors and officers.  

               Section 33-320a authorizes the  Company to procure insurance
          providing greater indemnification than that authorized by Section
          33-320a.    The Company  has  purchased insurance  policies which
          insure directors and officers  of the Company  and of certain  of
          its  subsidiaries  against  certain  liabilities  which  might be
          incurred by  them in such capacities and which insure the Company
          for amounts which may be paid by it to indemnify the directors
          and officers covered by the policies.


          Item 7.  Exemption from Registration Claimed.

                    Not applicable.


          <PAGE>
          Item 8.  Exhibits.

<TABLE>
<CAPTION>
             Exhibit Number                  Description

               <C>  <S>
               4(a) Restated Certificate of Incorporation of the Registrant
                    (filed as an  Exhibit in the Registrant's  Registration
                    Statement  on  Form  10 dated  April  14,  1989) ("Form
                    10").*

               4(b) Bylaws of the  Registrant, as  amended, (filed on  Form
                    10.)*

               4(c) Rights Agreement dated as of November 20, 1989, between
                    the Registrant  and  Rights  Agent  named  therein,  as
                    amended (filed in Registrant's Registration Statement on
                    Form 8,  dated  December 7,  1989), as amended by
                    Amendment No.  1 dated as of May 10, 1990 (filed in the
                    Registrant's Form 8,  dated May  30, 1990), as  further
                    amended by Amendment No. 2 dated as of January 23, 1991
                    (filed in the  Registrant's Form  8, dated January  31,
                    1991).*

               4(d) Guaranty of the Company with  Term Loan Agreement dated
                    July 20, 1989  between United Bank & Trust  Company, as
                    Trustee of the  Trust of the Company's  401(k) Employee
                    Stock Ownership Plan,  and The  First National Bank of
                    Boston (filed in 1989 Form 10-K dated March 20, 1990).*

               5(a) Pursuant to Item 8(a) of Form S-8, an opinion as to the
                    legality  of the  Company's Common Stock  offered under
                    the Plan  is not  required as  such securities  are not
                    original issuance securities.

               5(b) Internal Revenue  Service determination letter  stating
                    that  the Yankee  Energy  System, Inc.  401(k)/Employee
                    Stock Ownership Plan is  qualified under Section 401(a)
                    of the Internal Revenue Code of 1986, as amended.  

               24   Consent of Independent Accountants, Arthur Andersen & Co.

               99   Yankee   Energy  System,  Inc.   401(k)/Employee  Stock
                    Ownership Plan and related Trust.
</TABLE>
          ______________________________________
          *  Incorporated herein by reference


          Item 9.  Undertakings.

               (1)  The undersigned Registrant hereby undertakes:

                    (a)   to file,  during any  period in  which offers  or
          sales  are  being  made,  a   post-effective  amendment  to  this
          Registration Statement:

                         (i)  To include any prospectus required by Section
               10(a)(3) of the Securities Act of 1933;

          <PAGE>

                         (ii)   To reflect  in the prospectus  any facts or
               events arising after the effective  date of the Registration
               Statement  (or  the  most  recent  post-effective  amendment
               thereof) which, individually or in the  aggregate, represent
               a fundamental  change in  the information  set forth in  the
               Registration Statement;


                         (iii)   To include  any material  information with
               respect to the plan of distribution not previously disclosed
               in the Registration Statement or any material change to such
               information in the Registration Statement;

                    PROVIDED  HOWEVER,   that   paragraphs  (1)(a)(i)   and
          (1)(a)(ii) do not apply if the registration statement  is on Form
          S-3 or Form S-8 and the information required to be included  in a
          post-effective amendment  by  those paragraphs  are contained  in
          periodic  reports  filed by  the  Registrant pursuant  to Section
          13(a)  or Section 15(d) of the  1934 Act that are incorporated by
          reference in the registration statement.

                    (b)  That, for the purpose of determining any liability
          under  the  Securities  Act  of  1933, each such post-effective
          amendment  shall be  deemed to  be a  new Registration  Statement
          relating to the  securities offered therein, and the  offering of
          such securities  at that time shall  be deemed to  be the initial
          bona fide offering thereof.

                    (c)   To remove from  registration by means  of a post-
          effective amendment any of the  securities being registered which
          remain unsold at the termination of the offering.

               (2)  The undersigned Registrant  hereby undertakes that, for
          the purpose of determining any liability under the Securities Act
          of 1933,  each filing of the  issuer's annual report pursuant to
          Section 13(a)  or 15(d) of  the Securities  Exchange Act of  1934
          (and, where applicable, each filing of an employee benefit plan's
          annual  report  pursuant  to  Section  15(d)  of  the  Securities
          Exchange Act of  1934) that is  incorporated by reference in  the
          Registration Statement shall  be deemed to be a  new Registration
          Statement  relating  to the  securities  offered therein  and the
          offering of such securities at the time shall be deemed to be the
          initial bona fide offering hereof.

               (3)    Insofar  as indemnification  for  liabilities arising
          under the Securities Act  of 1933 may be permimitted to directors,
          officers and controlling  persons of  the Registrant pursuant  to
          the foregoing provisions,  or otherwise, the Registrant  has been
          advised   that   in   the   opinion   of  the   Commission   such
          indemnification is against public policy as expressed in the  Act
          and is, therefore,  unenforceable.  In the event that a claim for
          indemnification against  such liabilities (other than the payment
          by the  Registrant of expenses  incurred or  paid by a  director,
          officer or controlling person of the Registrant in the successful
          defense of any action,  suit or proceeding)  is asserted by  such
          director, officer or  controlling person  in connection with  the
          securities being registered,  the Registrant will, unless  in the
          opinion of its counsel the matter has been settled by controlling
          precedent,  submit  to a  court  of appropriate  jurisdiction the
          question whether  such indemnification  by it  is against  public
          policy as expressed in the Act and will be governed by  the final
          adjudication of such issue.


<PAGE>
                                       EXPERTS

               The  financial  statements  and  schedules  included  in the
          Yankee Energy  System, Inc.  Annual Report on  Form 10-K  for the
          year ended September 30, 1993 and  the Yankee Energy System, Inc.
          401(k) Employee  Stock Ownership Plan Annual Report  on Form 11-K
          for the year  ended December 31, 1992,  incorporated by reference
          in this registration  statement and related prospectus  have been
          audited by Arthur Andersen & Co., independent public accountants, 
          as indicated in their reports with respect thereto, and are included
          herein in reliance  upon the authority of said firm as experts in
          accounting and  auditing in  giving said  reports.   Reference is
          made to their report on  the financial statements included in the
          Form 10-K for  the year ended September 30,  1993, which includes
          an explanatory paragraph with respect to the change in the method
          of accounting  for  municipal property  taxes in  fiscal 1992  as
          discussed in Note 1 to the financial statements. 


                                  POWER OF ATTORNEY

               KNOW  ALL  MEN  BY  THESE PRESENTS,  that  each  officer  or
          director of Yankee  Energy System,  Inc. whose signature appears
          below constitutes and  appoints Philip T.  Ashton and Charles  E.
          Gooley,  and each  of them  singly, his  or  her true  and lawful
          attorney-in-fact  and  agent,  with  full  and several  power  of
          substitution, for him  or her and in  his or her name,  place and
          stead, in any and all  capacities, to sign any or  all amendments
          and  supplements to this Registration  Statement, and to file the
          same,  with  all   exhibits  thereto,  and  other   documents  in
          connection   therewith,   with   the  Securities and Exchange
          Commission,  granting unto said  attorney-in-fact and  agent full
          power and  authority to  do and  perform each and  every act  and
          thing  requisite  and necessary  to  be  done  in and  about  the
          premises, as  fully to  all intents  and purposes as  they or  he
          might or  could do in person, hereby ratifying and confirming all
          that  said  attorney-in-fact  and  agent  or  his, her  or  their
          substitute or substitutes, may lawfully do or cause to be done by
          virtue thereof.   Each of  said attorneys-in-fact shall  have the
          power to act hereunder with or without the others.

                                      SIGNATURES

               The  Registrant.    Pursuant  to  the  requirements  of  the
          Securities  Act of  1933,  the registrant certifies that it has
          reasonable  grounds  to   believe  that  it  meets   all  of  the
          requirements  for filing  on Form  S-8  and has  duly caused  the
          Registration  Statement  to  be  signed  on  its  behalf  by  the
          undersigned, thereunto duly  authorized, in the City  of Meriden,
          and the State of Connecticut, on the 27th day of January, 1994.

                                        YANKEE ENERGY SYSTEM, INC.


                                        By:/s/Philip T. Ashton
                                        President   and   Chief   Executive
                                        Officer

          <PAGE>
               Pursuant to the requirements of the Securities Act  of 1933,
          the Registration Statement has been signed below by the following
          persons  in  the capacities  indicated  and  on the  27th  day of
          January, 1994.
<TABLE>
<CAPTION>
          Signature                     Title

          <C>                           <S>
          __________________            Chairman of the Board and Director
          (William O. Bailey)

          /s/Philip T. Ashton           President, Chief  Executive Officer
                                        and Director
                                        (Principal Executive Officer)

          /s/Michael E. Bielonko        Vice President, Treasurer and Chief
                                        Financial Officer
                                        (Principal Financial Officer)

          /s/Nicholas A. Rinaldi        Controller   (Principal  Accounting
                                        Officer)

          /s/John K. Armstrong          Director

          /s/Eileen S. Kraus            Director

          /s/Frederick M. Lowther       Director

          /s/Thomas H. O'Brien          Director

          /s/Leonard A. O'Connor        Director

          /s/Emery G. Olcott            Director

          /s/Nicholas L. Trivisonno     Director
</TABLE>

          The Plan.  Pursuant to the requirements of the 1933 Act, the Plan  
          has duly caused this  registration statement to be signed on its
          behalf by  the undersigned, thereto duly authorized,  in the city
          of Meriden, State of Connecticut, on January 27, 1994.

                                   YANKEE ENERGY SYSTEM, INC.
                                   401(k) EMPLOYEE STOCK OWNERSHIP PLAN

                                   By   /s/ Michael E. Bielonko
                                   Chairman of the Pension Committee
                                   Vice  President,  Treasurer   and  Chief
                                   Financial Officer
                                   Yankee Energy System, Inc.






                                         -7- 





          <PAGE>
                                        Registration No. 33-_______________


          _________________________________________________________________



                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549



                         ____________________________________




                                       EXHIBITS

                                      filed with

                                       Form S-8

                                Registration Statement

                                        Under

                              The Securities Act of 1933



                              _________________________




           Yankee Energy System, Inc. 401(k)/Employee Stock Ownership Plan
                                 (Full title of Plan)


                              YANKEE ENERGY SYSTEM, INC.
                  (Exact name of Issuer as specified in its charter)



           _______________________________________________________________









          <PAGE>
          <TABLE>
          <CAPTION>
                                     Exhibit List
          Exhibit                                                   Page
          Number         Description                                Number
          <C>            <S>                                        <S>
          4(a)           Restated Certificate of Incorporation 
                         of the Registrant(filed in the 
                         Registrant's Registration Statement 
                         on Form 10 dated April 14, 1989) 
                         ("Form 10").*

          4(b)           Bylaws of the Registrant, as amended,
                         (filed on Form 10).*

          4(c)           Rights Agreement dated as of November 
                         20, 1989, between the Registrant and 
                         Rights Agent named therein, as 
                         amended (filed in the Registrant's 
                         Registration Statement on Form 8, 
                         dated December 7, 1989), as amended 
                         by Amendment No. 1 dated as of May 
                         10, 1990 (filed in the Registrant's 
                         Form 8, dated May 30, 1990), as 
                         further amended by Amendment No. 2 
                         dated as of January 23, 1991 (filed
                         in the Registrant's Form 8, dated 
                         January 31, 1991).*     

          4(d)           Guaranty of the Company with Term 
                         Loan Agreement dated July 20, 1989 
                         between United Bank & Trust Company,
                         as Trustee of the Trust of the 
                         Company's 401(k) Employee Stock 
                         Ownership Plan, and The First National
                         Bank of Boston (filed in 1989 Form 
                         10-K dated March 20, 1990).*     

          5(a)           Pursuant to Item 8(a) of Form S-8, 
                         an opinion as to the legality of the 
                         Company's Common Stock offered under 
                         the Plan is not required as such 
                         securities are not original issuance
                         securities.

          5(b)           Internal Revenue Service determination
                         letter stating that the Yankee Energy 
                         System, Inc. 401(k)/Employee Stock 
                         Ownership Plan is qualified under 
                         Section 401(a) of the Internal Revenue 
                         Code of 1986, as amended.                    1  

          24             Consent of Independent Accountants,
                         Arthur Andersen & Co.                        3

          99             Yankee Energy System, Inc. 401(k)/
                         Employee Stock Ownership Plan and 
                         related Trust.                               4
          </TABLE>       ____________________________
                         *  Incorporated herein by reference









          <PAGE>                                               EXHIBIT 5(b)

          Internal Revenue Service
          District Director
          G.P.O. Box 1680               Employer Identification Number:
          Brooklyn, NY  11202                   06-1236430
                                        File Folder Number:  113002419
                                        Person to Contact: MICHAEL GOLDBERG
          Date:  July 13, 1990          Contact Telephone Number:
                                                (718) 780-6154
          YANKEE ENERGY SYSTEM, INC.    Plan Name:  YANKEE ENERGY SYSTEM,
          999 West Street                       INC. EMPLOYEE STOCK
          Rocky Hill, CT  06067                 OWNERSHIP PLAN
                                        Plan Number:  001

          Dear Applicant:

               Based on the information supplied, we  have made a favorable
          determination on your application identified  above.  Please keep
          this letter in your permanent records.

               Continued  qualification  of  the plan  will  depend  on its
          effect in  operation under its present form.  (See section 1.401-
          1(b)(3) of the Income Tax  Regulations.)  The status of  the plan
          in operation will be reviewed periodically.  

               The  enclosed document  explains  the  significance of  this
          favorable determination letter, points out some features that may
          affect the qualified status of your employee retirement plan, and
          provides information on the reporting requirements for your plan.
          It  also  describes  some events  that  automatically  nullify it
          without specific notice  from us.  It is very  important that you
          read the publication.

               This letter relates only  to the status  of your plan  under
          the Internal Revenue Code.   It is not a  determination regarding
          the effect of other Federal or local statutes.

               This determination letter is applicable for the amendment(s)
          adopted on April 23, 1990.

               The information on the enclosed addendum is an integral part
          of this determination.  Please be sure to read and keep it with
          this letter.

               We have sent a copy of this letter to your representative as
          indicated in the power of attorney.

               If you  have any  questions concerning  this matter,  please
          contact the  person  whose name  and telephone  number are  shown
          above.
                                             Sincerely yours,

                                             /s/Eugene D. Alexander
                                             District Director
          Enclosures:
          Publication 794
          PWBA 515
          Addendum 
                                  1


<PAGE>

          This  letter shall  serve as  a determination  that this  plan is
          qualified  under the provisions  of Code  Section 4975(e)(7).This
          letter is applicable for the plan adopted on July 7, 1989. 





                                      2


          <PAGE>
                                                                 EXHIBIT 24





                      CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


          As  independent  public  accountants, we  hereby  consent  to the
          incorporation  by reference in this registration statement of our
          reports dated  November 19, 1993  included in  the Yankee  Energy
          System, Inc. Form 10-K for the  year ended September 30, 1993 and 
          of our  report dated  January 25,  1994, included  in the  Yankee
          Energy System, Inc. 401(k) Employee Stock Ownership Plan's Annual
          Report on Form 11-K for the  year ended December 31, 1992 and  to
          all   references  to  our  firm  included  in  this  Registration
          Statement.  


                                                      ARTHUR ANDERSEN & CO.


          Hartford, Connecticut
          January 28, 1994 


                                        3
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{"company-data": {"conformed-name": "YANKEE ENERGY SYSTEM INC", "cik": "0000849210", "assigned-sic": "4900", "irs-number": "061236430", "state-of-incorporation": "CT", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-52077", "film-number": "94503608"}, "business-address": {"street1": "599 RESEARCH PKWY", "city": "MERIDEN", "state": "CT", "zip": "06450", "phone": "2036394000"}}
Registration No. 33- ____________
          As filed with the Securities and Exchange Commission on January
          28, 1994
          _________________________________________________________________
          ________________________________________________________________
                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549
                              _________________________
                                       FORM S-8
                              REGISTRATION STATEMENT(1)
                                        Under
                              THE SECURITIES ACT OF 1933
                              _________________________

                              YANKEE ENERGY SYSTEM, INC.
                  (Exact name of issuer as specified in its charter)

               Connecticut                                 06-1236430
                (State of                               (I.R.S. Employer
              Incorporation)                           Identification No.)
                                 599 Research Parkway
                           Meriden, Connecticut  06450-1030
                                    (203) 639-4000
            (Address and telephone number of principal executive offices)

                              YANKEE ENERGY SYSTEM, INC.
                         401(k) EMPLOYEE STOCK OWNERSHIP PLAN
                                 (Full title of Plan)
                              __________________________

                Charles E. Gooley, Vice President and General Counsel
                              Yankee Energy System, Inc.
                                 599 Research Parkway
                           Meriden, Connecticut  06450-1030
                                    (203) 639-4000
              (Name, address and telephone number of agent for service)
                             ___________________________
                           Copies of all communications to:
                         Winthrop, Stimson, Putnam & Roberts
                                One Battery Park Plaza
                            New York, New York 10004-1490
                                    (212) 858-1000
                          Attention:  Susan P. Serota, Esq.
                             ____________________________

                           CALCULATION OF REGISTRATION FEE
Title of        Amount          Proposed       Proposed          Amount of
   Securities      to be           Maximum        Maximum           Registration
   to be           Registered(1)   Offering Price Aggregate         Fee(2)
   Registered                      Per Share(2)   Offering Price(2)     
   _____________________________________________________________________________
Common Stock,   425,000         $23.875        $10,146,875.00    $3498.92
   par value $5.00
   per share(3)
   ____________________________________________________________________________
(1) In addition, pursuant to Rule 416(c) under the Securities Act
        of 1933, this Registration Statement also covers an
        indeterminate amount of interests to be offered or sold
        pursuant to the employee benefit plan described herein.

    (2) Pursuant to Rule 457(h) and Rule 457(c), the maximum offering 
        price per share and the registration fee are based on the
        reported average of the high and low prices for Yankee Energy
        System, Inc. Common Stock on the New York Stock Exchange on
        January 24, 1994.

    (3) This Registration Statement also pertains to Rights to Purchase one
        share of Common Stock of the Registrant (the "Rights").  Until the
        occurrence of certain prescribed events, the Rights are not exercisable,
        are evidenced by the certificates for Yankee Energy System, Inc. Common
        Stock and will be transferred along with and only with such securities.
PART I
                  INFORMATION REQUIRED IN A SECTION 10(a) PROSPECTUS

          Item 1.  Plan Information

          Item 2.  Registrant Information and Employee Plan Annual
          Information

                                       PART II

                    INFORMATION REQUIRED IN REGISTRATION STATEMENT

          Item 3.  Incorporation of Documents by Reference.

               The following documents which have  heretofore been filed by
          Yankee Energy System,  Inc. (the  "Company") with the  Securities
          and  Exchange  Commission  (the  "Commission")  pursuant  to  the
          Securities Exchange Act of 1934, as amended (the "1934 Act"), are
          incorporated by reference herein and shall be deemed to be a part
          hereof:

               1.  The Company's Annual Report on Form 10-K for fiscal year
               ended September 30, 1993.

               2.  The description of the Company's  Common Stock contained
               in  the Registration  Statement on  Form 10  dated April 14,
               1989,  filed under the 1934 Act,  including any amendment or
               report filed for the purpose of updating such description.

               3.  The description of the Company's Rights contained in the
               Company's  1934 Act Registration  Statement on Form 8A dated
               December 6,  1989, filed  with  the Commission  pursuant  to
               Section 12(b)  of the  1934 Act  including any  amendment or
               report filed for the purpose of updating such description.

               4.   The Annual Report  on Form 11-K  for the Plan's  fiscal
               year ended December 31, 1992.

               All  documents  filed  by the  Company  with  the Commission
          pursuant to Sections 13(a),  13(c), 14 and 15(d) of  the 1934 Act
          prior  to  the  filing  of  a post-effective  amendment  to  this
          Registration  Statement  which  indicates  that  all   securities
          offered have been sold or  which deregisters all securities  then
          remaining unsold shall  be deemed to be incorporated by reference
          in this Registration Statement and made a part hereof from  their
          respective dates  of filing  (such documents,  and the  documents
          enumerated above, being hereinafter referred to as "Incorporated
          Documents"); PROVIDED  HOWEVER,  that  the  documents  enumerated
          above or subsequently  filed by the Company pursuant  to Sections
          13(a), 13(c), 14  or 15(d) of  the 1934 Act  in each year  during
          which the  offering made  by this  Registration  Statement is  in
          effect prior to the filing  with the Commission of the  Company's
          Annual  Report on  Form  10-K covering  such  year  shall not  be
          Incorporated Documents or  be incorporated  by reference in  this
          Registration Statement or be a part hereof from and after the
          filing of such Annual Report on Form 10-K.

               Any statement contained in an Incorporated Document shall be
          deemed  to  be  modified  or  superseded  for  purposes  of  this
          Registration Statement to  the extent that a  statement contained
          herein or in  any other subsequently filed  Incorporated Document
          modifies or supersedes  such statement.   Any  such statement  so
          modified or superseded shall not be deemed, except as so modified 
          or  superseded,  to  constitute  a   part  of  this  Registration
          Statement.
The information relating  to the  Company contained in  this
          Registration Statement summarizes,  is based  upon, or refers  to
          information and  financial statements  contained in  one or  more
          Incorporated Documents;  accordingly, such information  contained
          herein is qualified  in its entirety by reference to Incorporated
          Documents and should be read in conjunction therewith.

               The Company hereby undertakes to provide without charge to
          each person to whom this Registration Statement is delivered,
          including any beneficial  owner, upon written or  oral request, a
          copy of any  and all documents  incorporated herein by  reference
          (other than certain exhibits to such documents) and a copy of the
          Company's  most recent annual report to shareholders.  Written or
          oral requests for  such copies should  be directed to:   Sarah K.
          Sanders,  Assistant   Treasurer,  Yankee  Energy   System,  Inc.,
          599 Research  Parkway,  Meriden,   Connecticut  06450,  telephone
          number:  (203) 639-4462.  Additional updating information with
          respect to the securities and plan covered hereby may be provided
          in the future by means of supplements to the Prospectus.

          Item 4.  Description of Securities.

               See Item 3.

          Item 5.  Interests of Named Experts and Counsel.

               Not Applicable.

          Item 6.  Indemnification of Directors and Officers.

               Section 33-320a of the Stock  Corporation Act of Connecticut
          ("Section   33-320a")   requires   the    Company,   in   certain
          circumstances  and  subject  to certain  limitations  therein set
          forth,  to indemnify each  of its  directors and  officers, among
          others,  made a  party to  any threatened,  pending  or completed
          legal proceeding by reason of his or her being or having been such
          a director or officer against expenses, including attorneys'  
          fees, incurred by him or her, and, in addition in the case of any
          such proceeding other than one by or in the right of the Company,
          against judgments, fines and  penalties incurred, and  settlement
          amounts paid, by him  or her in connection with  such proceeding.
          Article VI   of   the  Bylaws   of   the  Company   provides  for
          indemnification of directors  and officers, among others,  to the
          fullest extent now or hereafter permitted by law.  The rights and
          remedies provided in Section 33-320a are exclusive, so Article VI
          of the Bylaws of the Company does not at present add to the
          indemnification rights of directors and officers.  

               Section 33-320a authorizes the  Company to procure insurance
          providing greater indemnification than that authorized by Section
          33-320a.    The Company  has  purchased insurance  policies which
          insure directors and officers  of the Company  and of certain  of
          its  subsidiaries  against  certain  liabilities  which  might be
          incurred by  them in such capacities and which insure the Company
          for amounts which may be paid by it to indemnify the directors
          and officers covered by the policies.

          Item 7.  Exemption from Registration Claimed.

                    Not applicable.
Item 8.  Exhibits.
Exhibit Number                  Description
4(a) Restated Certificate of Incorporation of the Registrant
                    (filed as an  Exhibit in the Registrant's  Registration
                    Statement  on  Form  10 dated  April  14,  1989) ("Form
                    10").*

               4(b) Bylaws of the  Registrant, as  amended, (filed on  Form
                    10.)*

               4(c) Rights Agreement dated as of November 20, 1989, between
                    the Registrant  and  Rights  Agent  named  therein,  as
                    amended (filed in Registrant's Registration Statement on
                    Form 8,  dated  December 7,  1989), as amended by
                    Amendment No.  1 dated as of May 10, 1990 (filed in the
                    Registrant's Form 8,  dated May  30, 1990), as  further
                    amended by Amendment No. 2 dated as of January 23, 1991
                    (filed in the  Registrant's Form  8, dated January  31,
                    1991).*

               4(d) Guaranty of the Company with  Term Loan Agreement dated
                    July 20, 1989  between United Bank & Trust  Company, as
                    Trustee of the  Trust of the Company's  401(k) Employee
                    Stock Ownership Plan,  and The  First National Bank of
                    Boston (filed in 1989 Form 10-K dated March 20, 1990).*

               5(a) Pursuant to Item 8(a) of Form S-8, an opinion as to the
                    legality  of the  Company's Common Stock  offered under
                    the Plan  is not  required as  such securities  are not
                    original issuance securities.

               5(b) Internal Revenue  Service determination letter  stating
                    that  the Yankee  Energy  System, Inc.  401(k)/Employee
                    Stock Ownership Plan is  qualified under Section 401(a)
                    of the Internal Revenue Code of 1986, as amended.  

               24   Consent of Independent Accountants, Arthur Andersen & Co.

               99   Yankee   Energy  System,  Inc.   401(k)/Employee  Stock
                    Ownership Plan and related Trust.
______________________________________
          *  Incorporated herein by reference

          Item 9.  Undertakings.

               (1)  The undersigned Registrant hereby undertakes:

                    (a)   to file,  during any  period in  which offers  or
          sales  are  being  made,  a   post-effective  amendment  to  this
          Registration Statement:

                         (i)  To include any prospectus required by Section
               10(a)(3) of the Securities Act of 1933;
(ii)   To reflect  in the prospectus  any facts or
               events arising after the effective  date of the Registration
               Statement  (or  the  most  recent  post-effective  amendment
               thereof) which, individually or in the  aggregate, represent
               a fundamental  change in  the information  set forth in  the
               Registration Statement;

                         (iii)   To include  any material  information with
               respect to the plan of distribution not previously disclosed
               in the Registration Statement or any material change to such
               information in the Registration Statement;

                    PROVIDED  HOWEVER,   that   paragraphs  (1)(a)(i)   and
          (1)(a)(ii) do not apply if the registration statement  is on Form
          S-3 or Form S-8 and the information required to be included  in a
          post-effective amendment  by  those paragraphs  are contained  in
          periodic  reports  filed by  the  Registrant pursuant  to Section
          13(a)  or Section 15(d) of the  1934 Act that are incorporated by
          reference in the registration statement.

                    (b)  That, for the purpose of determining any liability
          under  the  Securities  Act  of  1933, each such post-effective
          amendment  shall be  deemed to  be a  new Registration  Statement
          relating to the  securities offered therein, and the  offering of
          such securities  at that time shall  be deemed to  be the initial
          bona fide offering thereof.

                    (c)   To remove from  registration by means  of a post-
          effective amendment any of the  securities being registered which
          remain unsold at the termination of the offering.

               (2)  The undersigned Registrant  hereby undertakes that, for
          the purpose of determining any liability under the Securities Act
          of 1933,  each filing of the  issuer's annual report pursuant to
          Section 13(a)  or 15(d) of  the Securities  Exchange Act of  1934
          (and, where applicable, each filing of an employee benefit plan's
          annual  report  pursuant  to  Section  15(d)  of  the  Securities
          Exchange Act of  1934) that is  incorporated by reference in  the
          Registration Statement shall  be deemed to be a  new Registration
          Statement  relating  to the  securities  offered therein  and the
          offering of such securities at the time shall be deemed to be the
          initial bona fide offering hereof.

               (3)    Insofar  as indemnification  for  liabilities arising
          under the Securities Act  of 1933 may be permimitted to directors,
          officers and controlling  persons of  the Registrant pursuant  to
          the foregoing provisions,  or otherwise, the Registrant  has been
          advised   that   in   the   opinion   of  the   Commission   such
          indemnification is against public policy as expressed in the  Act
          and is, therefore,  unenforceable.  In the event that a claim for
          indemnification against  such liabilities (other than the payment
          by the  Registrant of expenses  incurred or  paid by a  director,
          officer or controlling person of the Registrant in the successful
          defense of any action,  suit or proceeding)  is asserted by  such
          director, officer or  controlling person  in connection with  the
          securities being registered,  the Registrant will, unless  in the
          opinion of its counsel the matter has been settled by controlling
          precedent,  submit  to a  court  of appropriate  jurisdiction the
          question whether  such indemnification  by it  is against  public
          policy as expressed in the Act and will be governed by  the final
          adjudication of such issue.
EXPERTS

               The  financial  statements  and  schedules  included  in the
          Yankee Energy  System, Inc.  Annual Report on  Form 10-K  for the
          year ended September 30, 1993 and  the Yankee Energy System, Inc.
          401(k) Employee  Stock Ownership Plan Annual Report  on Form 11-K
          for the year  ended December 31, 1992,  incorporated by reference
          in this registration  statement and related prospectus  have been
          audited by Arthur Andersen & Co., independent public accountants, 
          as indicated in their reports with respect thereto, and are included
          herein in reliance  upon the authority of said firm as experts in
          accounting and  auditing in  giving said  reports.   Reference is
          made to their report on  the financial statements included in the
          Form 10-K for  the year ended September 30,  1993, which includes
          an explanatory paragraph with respect to the change in the method
          of accounting  for  municipal property  taxes in  fiscal 1992  as
          discussed in Note 1 to the financial statements. 

                                  POWER OF ATTORNEY

               KNOW  ALL  MEN  BY  THESE PRESENTS,  that  each  officer  or
          director of Yankee  Energy System,  Inc. whose signature appears
          below constitutes and  appoints Philip T.  Ashton and Charles  E.
          Gooley,  and each  of them  singly, his  or  her true  and lawful
          attorney-in-fact  and  agent,  with  full  and several  power  of
          substitution, for him  or her and in  his or her name,  place and
          stead, in any and all  capacities, to sign any or  all amendments
          and  supplements to this Registration  Statement, and to file the
          same,  with  all   exhibits  thereto,  and  other   documents  in
          connection   therewith,   with   the  Securities and Exchange
          Commission,  granting unto said  attorney-in-fact and  agent full
          power and  authority to  do and  perform each and  every act  and
          thing  requisite  and necessary  to  be  done  in and  about  the
          premises, as  fully to  all intents  and purposes as  they or  he
          might or  could do in person, hereby ratifying and confirming all
          that  said  attorney-in-fact  and  agent  or  his, her  or  their
          substitute or substitutes, may lawfully do or cause to be done by
          virtue thereof.   Each of  said attorneys-in-fact shall  have the
          power to act hereunder with or without the others.

                                      SIGNATURES

               The  Registrant.    Pursuant  to  the  requirements  of  the
          Securities  Act of  1933,  the registrant certifies that it has
          reasonable  grounds  to   believe  that  it  meets   all  of  the
          requirements  for filing  on Form  S-8  and has  duly caused  the
          Registration  Statement  to  be  signed  on  its  behalf  by  the
          undersigned, thereunto duly  authorized, in the City  of Meriden,
          and the State of Connecticut, on the 27th day of January, 1994.

                                        YANKEE ENERGY SYSTEM, INC.

                                        By:/s/Philip T. Ashton
                                        President   and   Chief   Executive
                                        Officer
Pursuant to the requirements of the Securities Act  of 1933,
          the Registration Statement has been signed below by the following
          persons  in  the capacities  indicated  and  on the  27th  day of
          January, 1994.
Signature                     Title
__________________            Chairman of the Board and Director
          (William O. Bailey)

          /s/Philip T. Ashton           President, Chief  Executive Officer
                                        and Director
                                        (Principal Executive Officer)

          /s/Michael E. Bielonko        Vice President, Treasurer and Chief
                                        Financial Officer
                                        (Principal Financial Officer)

          /s/Nicholas A. Rinaldi        Controller   (Principal  Accounting
                                        Officer)

          /s/John K. Armstrong          Director

          /s/Eileen S. Kraus            Director

          /s/Frederick M. Lowther       Director

          /s/Thomas H. O'Brien          Director

          /s/Leonard A. O'Connor        Director

          /s/Emery G. Olcott            Director

          /s/Nicholas L. Trivisonno     Director
The Plan.  Pursuant to the requirements of the 1933 Act, the Plan  
          has duly caused this  registration statement to be signed on its
          behalf by  the undersigned, thereto duly authorized,  in the city
          of Meriden, State of Connecticut, on January 27, 1994.

                                   YANKEE ENERGY SYSTEM, INC.
                                   401(k) EMPLOYEE STOCK OWNERSHIP PLAN

                                   By   /s/ Michael E. Bielonko
                                   Chairman of the Pension Committee
                                   Vice  President,  Treasurer   and  Chief
                                   Financial Officer
                                   Yankee Energy System, Inc.

                                         -7-
Registration No. 33-_______________

          _________________________________________________________________

                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549

                         ____________________________________

                                       EXHIBITS

                                      filed with

                                       Form S-8

                                Registration Statement

                                        Under

                              The Securities Act of 1933

                              _________________________

           Yankee Energy System, Inc. 401(k)/Employee Stock Ownership Plan
                                 (Full title of Plan)

                              YANKEE ENERGY SYSTEM, INC.
                  (Exact name of Issuer as specified in its charter)

           _______________________________________________________________
Exhibit List
          Exhibit                                                   Page
          Number         Description                                Number
4(a)           Restated Certificate of Incorporation 
                         of the Registrant(filed in the 
                         Registrant's Registration Statement 
                         on Form 10 dated April 14, 1989) 
                         ("Form 10").*

          4(b)           Bylaws of the Registrant, as amended,
                         (filed on Form 10).*

          4(c)           Rights Agreement dated as of November 
                         20, 1989, between the Registrant and 
                         Rights Agent named therein, as 
                         amended (filed in the Registrant's 
                         Registration Statement on Form 8, 
                         dated December 7, 1989), as amended 
                         by Amendment No. 1 dated as of May 
                         10, 1990 (filed in the Registrant's 
                         Form 8, dated May 30, 1990), as 
                         further amended by Amendment No. 2 
                         dated as of January 23, 1991 (filed
                         in the Registrant's Form 8, dated 
                         January 31, 1991).*     

          4(d)           Guaranty of the Company with Term 
                         Loan Agreement dated July 20, 1989 
                         between United Bank & Trust Company,
                         as Trustee of the Trust of the 
                         Company's 401(k) Employee Stock 
                         Ownership Plan, and The First National
                         Bank of Boston (filed in 1989 Form 
                         10-K dated March 20, 1990).*     

          5(a)           Pursuant to Item 8(a) of Form S-8, 
                         an opinion as to the legality of the 
                         Company's Common Stock offered under 
                         the Plan is not required as such 
                         securities are not original issuance
                         securities.

          5(b)           Internal Revenue Service determination
                         letter stating that the Yankee Energy 
                         System, Inc. 401(k)/Employee Stock 
                         Ownership Plan is qualified under 
                         Section 401(a) of the Internal Revenue 
                         Code of 1986, as amended.                    1  

          24             Consent of Independent Accountants,
                         Arthur Andersen & Co.                        3

          99             Yankee Energy System, Inc. 401(k)/
                         Employee Stock Ownership Plan and 
                         related Trust.                               4
____________________________
                         *  Incorporated herein by reference
EXHIBIT 5(b)

          Internal Revenue Service
          District Director
          G.P.O. Box 1680               Employer Identification Number:
          Brooklyn, NY  11202                   06-1236430
                                        File Folder Number:  113002419
                                        Person to Contact: MICHAEL GOLDBERG
          Date:  July 13, 1990          Contact Telephone Number:
                                                (718) 780-6154
          YANKEE ENERGY SYSTEM, INC.    Plan Name:  YANKEE ENERGY SYSTEM,
          999 West Street                       INC. EMPLOYEE STOCK
          Rocky Hill, CT  06067                 OWNERSHIP PLAN
                                        Plan Number:  001

          Dear Applicant:

               Based on the information supplied, we  have made a favorable
          determination on your application identified  above.  Please keep
          this letter in your permanent records.

               Continued  qualification  of  the plan  will  depend  on its
          effect in  operation under its present form.  (See section 1.401-
          1(b)(3) of the Income Tax  Regulations.)  The status of  the plan
          in operation will be reviewed periodically.  

               The  enclosed document  explains  the  significance of  this
          favorable determination letter, points out some features that may
          affect the qualified status of your employee retirement plan, and
          provides information on the reporting requirements for your plan.
          It  also  describes  some events  that  automatically  nullify it
          without specific notice  from us.  It is very  important that you
          read the publication.

               This letter relates only  to the status  of your plan  under
          the Internal Revenue Code.   It is not a  determination regarding
          the effect of other Federal or local statutes.

               This determination letter is applicable for the amendment(s)
          adopted on April 23, 1990.

               The information on the enclosed addendum is an integral part
          of this determination.  Please be sure to read and keep it with
          this letter.

               We have sent a copy of this letter to your representative as
          indicated in the power of attorney.

               If you  have any  questions concerning  this matter,  please
          contact the  person  whose name  and telephone  number are  shown
          above.
                                             Sincerely yours,

                                             /s/Eugene D. Alexander
                                             District Director
          Enclosures:
          Publication 794
          PWBA 515
          Addendum 
                                  1
This  letter shall  serve as  a determination  that this  plan is
          qualified  under the provisions  of Code  Section 4975(e)(7).This
          letter is applicable for the plan adopted on July 7, 1989. 

                                      2
EXHIBIT 24

                      CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

          As  independent  public  accountants, we  hereby  consent  to the
          incorporation  by reference in this registration statement of our
          reports dated  November 19, 1993  included in  the Yankee  Energy
          System, Inc. Form 10-K for the  year ended September 30, 1993 and 
          of our  report dated  January 25,  1994, included  in the  Yankee
          Energy System, Inc. 401(k) Employee Stock Ownership Plan's Annual
          Report on Form 11-K for the  year ended December 31, 1992 and  to
          all   references  to  our  firm  included  in  this  Registration
          Statement.  

                                                      ARTHUR ANDERSEN & CO.

          Hartford, Connecticut
          January 28, 1994 

                                        3