<PAGE>
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549

                          ----------------------

                                 FORM S-8
                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933

                          ----------------------

                        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, CT  06450-1030
                              (203) 639-4000
            (Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

                          ----------------------

         1996 Yankee Energy Long-Term Incentive Compensation Plan
                         (Full title of the plan)

                          ----------------------

                              Mary J. Healey
               Vice President, General Counsel and Secretary
                        Yankee Energy System, Inc.
                           599 Research Parkway
                          Meriden, CT  06450-1030
                              (203) 639-4405
        (Name, address, including zip code, and telephone number,
                including area code, of agent for service)

                          ----------------------

                                 Copy to:

                           Scott L. Murphy, Esq.
                           Shipman & Goodwin LLP
                             One American Row
                            Hartford, CT 06103
                              (860) 251-5000

<TABLE>
<CAPTION>
                     CALCULATION  OF REGISTRATION FEE

Title of                 
Each                          Proposed     Proposed
Class of                      Maximum      Maximum       Amount
Securities        Amount       Offering     Aggregate       of
to be            to be        Price per    Offering  Registration
Registered(1)    Registered   Share(2)     Price(2)        Fee
-------------    ----------    ---------    ---------  ----------
<S>              <C>           <C>          <C>          <C>
Common Stock,
par value $5.00   522,477       $22.50      $11,755,733   $3,562

</TABLE>

(1)  The Registration Statement also pertains to Rights to
purchase one share of Common Stock of the Registrant.  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 only with such
securities.

(2)  Estimated solely for the purpose of calculating the
registration fee.  Pursuant to Rule 457(h), the proposed maximum
offering price per share is based on the average of the high and
low price per share of $22.50 on May 22, 1997, as reported by the
New York Stock Exchange.

<PAGE>
                                  PART I

           INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The information statement being delivered by Yankee Energy
System, Inc. (the "Company") to participants in the Company's
1996 Yankee Energy Long-Term Incentive Compensation Plan (the
"Plan"), as required by Rule 428 under the Securities Act of
1933, as amended (the "Securities Act"), has been prepared in
accordance with the requirements of Form S-8 and relates to
shares of common stock, par value $5.00 per share, issued or
reserved for issuance pursuant to awards under the Plan.  The
information with respect to awards granted under the Plan
required in the Section 10(a) prospectus is included in documents
being maintained and delivered by the Company as required by Rule
428 under the Securities Act.  The Company shall provide to
participants a written statement advising them of the
availability without charge, upon written or oral request, of
documents incorporated by reference herein, as is required by
Item 2 of Part I of Form S-8.


<PAGE>
                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.
-------   ----------------------------------------

     The following documents, previously filed with the
Commission, are hereby incorporated by reference in this
registration statement:  

     (a)  Yankee Energy's Annual Report on Form 10-K for the year
ended September 30, 1996; 

     (b)  The Company's Quarterly Report on Form 10-Q for the
fiscal quarters ended December 31, 1996 and March 31, 1997;

     (c)  All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year
covered by the registrant document referred to in (a) above;

     (d)  The description of the Shares contained in the
Registration Statement on Form 10 dated April 14, 1989, filed
under the 1934 Exchange Act, including any amendment or report
filed for the purpose of updating such description; and 

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

     In addition, all documents subsequently filed by Yankee
Energy pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of
filing of such documents.  Any statement contained in a document
incorporated or deemed to be incorporated by reference in this
registration statement 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 document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
a part of this registration statement.


Item 4.   Description of Securities.
-------   --------------------------

     This item is not applicable.


Item 5.   Interests of Named Experts and Counsel.
-------   ---------------------------------------

     This item is not applicable.  


Item 6.   Indemnification of Directors and Officers.
-------   ------------------------------------------

     Sections 33-770, 33-771 and 33-776 of the Connecticut
Business Corporations Act require or permit 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 threatened, pending or completed legal
proceeding by reason of his or her being or having been a
director of 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, settlements, fines, penalties or reasonable
expenses incurred 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.  

     Section 33-377 authorizes the Company to procure insurance
providing greater indemnification against liability than that
authorized by sections 33-771 or 33-772.  The Company has
purchased insurance policies which ensure directors and officers
of the Company and of its subsidiaries against certain
liabilities that might be incurred by them in such capacities and
that insures the Company for amounts that may be paid by it to
indemnify the directors and officers covered by the policies.

Item 7.   Exemption from  Registration Claimed.
-------   -------------------------------------

     This item is not applicable.

<PAGE>

Item 8.   Exhibits.
-------   ---------

     The following exhibits are filed as part of this
Registration Statement or incorporated by reference herein:

<TABLE>
<CAPTION>

Exhibit Number      Description of Exhibits
--------------      -----------------------
     <S>            <C>
     4.1            Restated Certificate of Incorporation of the
                    Company (filed as an Exhibit in the Company's
                    Registration Statement on Form 10 dated April
                    14, 1989 ("Form 10"))

     4.2            Amended Bylaws of the Company (filed in Form
                    10)

     4.3            Description of the Company's common stock and
                    specimen of the Company's common stock
                    contained in the Company's Registration
                    Statement in Form 10

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

     5.1*           Opinion of Shipman & Goodwin LLP

     15.1*          Awareness Letter of Independent Accountants,
                    Arthur Andersen LLP

     23.1*          Consent of Independent Accountants, Arthur
                    Andersen LLP

     23.2*          Consent of Shipman & Goodwin LLP (included in
                    Exhibit 5.1) 

     24.1*          Power of Attorney (included in Page II-5 of
                    this Registration Statement, on signature
                    page of the Edgarized version) 

     99.1*          1996 Yankee Energy Long-Term Incentive
                    Compensation Plan
-----------------
* Filed herewith  

</TABLE>


<PAGE>

Item 9.   Undertakings.
-------   -------------

(a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or
     sales are being made, a post-effective amendment to this
     registration statement 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.

          (2)  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.  

          (3)  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.

(b)  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant'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 that time shall be deemed to be
the initial bona fide offering thereof.

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



<PAGE>
                                SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
as amended, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Meriden and State of
Connecticut on the 22nd day of May, 1997.

                              YANKEE ENERGY SYSTEM, INC.



                              BY  /s/   Branko Terzic   
                                  ---------------------------
                                   Branko Terzic, 
                                   Chairman, President
                                   and Chief Executive Officer

                             POWER OF ATTORNEY

     Each director and/or officer of the Registrant whose
signature appears below hereby appoints Charles E. Gooley and
Mary J. Healey, and each of them severally, as his or her
attorney-in-fact to sign in his or her name and behalf, in any
and all capacities stated below and to file with the Commission,
any and all amendments, including post-effective amendments, to
this Registration Statement.

                       ----------------------------

     Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed below by
the following persons in the capacities and on the date
indicated.

<TABLE>
<CAPTION>

     Signature                Title                  Date
     ---------                -----                  ----
<S>                        <C>                    <C>
/s/Branko Terzic           Chairman, President    May 22, 1997
                           and Chief Executive 
                           Officer
                           (principal executive officer)

/s/Michael E. Bielonko     Vice President and     May 22, 1997
                           Chief Financial Officer
                           (principal financial officer)


/s/Nicholas A. Rinaldi     Controller             May 22, 1997
                           (principal accounting officer)

/s/Sanford Cloud, Jr.      Director               May 22,1997

/s/Eileen S. Kraus         Director               May 22,1997

/s/Frederick M. Lowther    Director               May 22,1997

/s/Patricia M. Worthy      Director               May 22,1997

/s/Emery G. Olcott         Director               May 22,1997

/s/Nicholas L. Trivisonno  Director               May 22,1997

</TABLE>



<PAGE>
                               EXHIBIT INDEX

<TABLE>
<CAPTION>

Exhibit                                           Sequentially
Number         Description of Exhibits            Numbered Page
-------        -----------------------            -------------
<S>            <C>
 5.1           Opinion of Shipman & Goodwin LLP

 15.1          Awareness Letter of Independent 
               Accountants, Arthur Andersen LLP

 23.1          Consent of Independent Accountants, 
               Arthur Andersen LLP

 23.2          Consent of Shipman & Goodwin LLP 
               (included in Exhibit 5.1)

 24.1          Power of Attorney (included in Page II-5
               of this Registration Statement). 

 99.1          1996 Yankee Energy Long-Term
               Incentive Compensation Plan

</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16820}]
{"company-data": {"conformed-name": "YANKEE ENERGY SYSTEM INC", "cik": "0000849210", "assigned-sic": "4924", "irs-number": "061236430", "state-of-incorporation": "CT", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-28477", "film-number": "97619029"}, "business-address": {"street1": "599 RESEARCH PKWY", "city": "MERIDEN", "state": "CT", "zip": "06450", "phone": "2036394000"}}
SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549

                          ----------------------

                                 FORM S-8
                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933

                          ----------------------

                        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, CT  06450-1030
                              (203) 639-4000
            (Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

                          ----------------------

         1996 Yankee Energy Long-Term Incentive Compensation Plan
                         (Full title of the plan)

                          ----------------------

                              Mary J. Healey
               Vice President, General Counsel and Secretary
                        Yankee Energy System, Inc.
                           599 Research Parkway
                          Meriden, CT  06450-1030
                              (203) 639-4405
        (Name, address, including zip code, and telephone number,
                including area code, of agent for service)

                          ----------------------

                                 Copy to:

                           Scott L. Murphy, Esq.
                           Shipman & Goodwin LLP
                             One American Row
                            Hartford, CT 06103
                              (860) 251-5000
CALCULATION  OF REGISTRATION FEE

Title of                 
Each                          Proposed     Proposed
Class of                      Maximum      Maximum       Amount
Securities        Amount       Offering     Aggregate       of
to be            to be        Price per    Offering  Registration
Registered(1)    Registered   Share(2)     Price(2)        Fee
-------------    ----------    ---------    ---------  ----------
Common Stock,
par value $5.00   522,477       $22.50      $11,755,733   $3,562
(1)  The Registration Statement also pertains to Rights to
purchase one share of Common Stock of the Registrant.  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 only with such
securities.

(2)  Estimated solely for the purpose of calculating the
registration fee.  Pursuant to Rule 457(h), the proposed maximum
offering price per share is based on the average of the high and
low price per share of $22.50 on May 22, 1997, as reported by the
New York Stock Exchange.
PART I

           INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The information statement being delivered by Yankee Energy
System, Inc. (the "Company") to participants in the Company's
1996 Yankee Energy Long-Term Incentive Compensation Plan (the
"Plan"), as required by Rule 428 under the Securities Act of
1933, as amended (the "Securities Act"), has been prepared in
accordance with the requirements of Form S-8 and relates to
shares of common stock, par value $5.00 per share, issued or
reserved for issuance pursuant to awards under the Plan.  The
information with respect to awards granted under the Plan
required in the Section 10(a) prospectus is included in documents
being maintained and delivered by the Company as required by Rule
428 under the Securities Act.  The Company shall provide to
participants a written statement advising them of the
availability without charge, upon written or oral request, of
documents incorporated by reference herein, as is required by
Item 2 of Part I of Form S-8.
PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.
-------   ----------------------------------------

     The following documents, previously filed with the
Commission, are hereby incorporated by reference in this
registration statement:  

     (a)  Yankee Energy's Annual Report on Form 10-K for the year
ended September 30, 1996; 

     (b)  The Company's Quarterly Report on Form 10-Q for the
fiscal quarters ended December 31, 1996 and March 31, 1997;

     (c)  All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year
covered by the registrant document referred to in (a) above;

     (d)  The description of the Shares contained in the
Registration Statement on Form 10 dated April 14, 1989, filed
under the 1934 Exchange Act, including any amendment or report
filed for the purpose of updating such description; and 

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

     In addition, all documents subsequently filed by Yankee
Energy pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of
filing of such documents.  Any statement contained in a document
incorporated or deemed to be incorporated by reference in this
registration statement 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 document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
a part of this registration statement.

Item 4.   Description of Securities.
-------   --------------------------

     This item is not applicable.

Item 5.   Interests of Named Experts and Counsel.
-------   ---------------------------------------

     This item is not applicable.  

Item 6.   Indemnification of Directors and Officers.
-------   ------------------------------------------

     Sections 33-770, 33-771 and 33-776 of the Connecticut
Business Corporations Act require or permit 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 threatened, pending or completed legal
proceeding by reason of his or her being or having been a
director of 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, settlements, fines, penalties or reasonable
expenses incurred 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.  

     Section 33-377 authorizes the Company to procure insurance
providing greater indemnification against liability than that
authorized by sections 33-771 or 33-772.  The Company has
purchased insurance policies which ensure directors and officers
of the Company and of its subsidiaries against certain
liabilities that might be incurred by them in such capacities and
that insures the Company for amounts that may be paid by it to
indemnify the directors and officers covered by the policies.

Item 7.   Exemption from  Registration Claimed.
-------   -------------------------------------

     This item is not applicable.
Item 8.   Exhibits.
-------   ---------

     The following exhibits are filed as part of this
Registration Statement or incorporated by reference herein:
Exhibit Number      Description of Exhibits
--------------      -----------------------
4.1            Restated Certificate of Incorporation of the
                    Company (filed as an Exhibit in the Company's
                    Registration Statement on Form 10 dated April
                    14, 1989 ("Form 10"))

     4.2            Amended Bylaws of the Company (filed in Form
                    10)

     4.3            Description of the Company's common stock and
                    specimen of the Company's common stock
                    contained in the Company's Registration
                    Statement in Form 10

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

     5.1*           Opinion of Shipman & Goodwin LLP

     15.1*          Awareness Letter of Independent Accountants,
                    Arthur Andersen LLP

     23.1*          Consent of Independent Accountants, Arthur
                    Andersen LLP

     23.2*          Consent of Shipman & Goodwin LLP (included in
                    Exhibit 5.1) 

     24.1*          Power of Attorney (included in Page II-5 of
                    this Registration Statement, on signature
                    page of the Edgarized version) 

     99.1*          1996 Yankee Energy Long-Term Incentive
                    Compensation Plan
-----------------
* Filed herewith
Item 9.   Undertakings.
-------   -------------

(a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or
     sales are being made, a post-effective amendment to this
     registration statement 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.

          (2)  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.  

          (3)  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.

(b)  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant'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 that time shall be deemed to be
the initial bona fide offering thereof.

(c)  Insofar as indemnification of liabilities arising under the
Securities Act of 1933 may be permitted 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 Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling persons 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.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
as amended, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Meriden and State of
Connecticut on the 22nd day of May, 1997.

                              YANKEE ENERGY SYSTEM, INC.

                              BY  /s/   Branko Terzic   
                                  ---------------------------
                                   Branko Terzic, 
                                   Chairman, President
                                   and Chief Executive Officer

                             POWER OF ATTORNEY

     Each director and/or officer of the Registrant whose
signature appears below hereby appoints Charles E. Gooley and
Mary J. Healey, and each of them severally, as his or her
attorney-in-fact to sign in his or her name and behalf, in any
and all capacities stated below and to file with the Commission,
any and all amendments, including post-effective amendments, to
this Registration Statement.

                       ----------------------------

     Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed below by
the following persons in the capacities and on the date
indicated.
Signature                Title                  Date
     ---------                -----                  ----
/s/Branko Terzic           Chairman, President    May 22, 1997
                           and Chief Executive 
                           Officer
                           (principal executive officer)

/s/Michael E. Bielonko     Vice President and     May 22, 1997
                           Chief Financial Officer
                           (principal financial officer)

/s/Nicholas A. Rinaldi     Controller             May 22, 1997
                           (principal accounting officer)

/s/Sanford Cloud, Jr.      Director               May 22,1997

/s/Eileen S. Kraus         Director               May 22,1997

/s/Frederick M. Lowther    Director               May 22,1997

/s/Patricia M. Worthy      Director               May 22,1997

/s/Emery G. Olcott         Director               May 22,1997

/s/Nicholas L. Trivisonno  Director               May 22,1997
EXHIBIT INDEX
Exhibit                                           Sequentially
Number         Description of Exhibits            Numbered Page
-------        -----------------------            -------------
5.1           Opinion of Shipman & Goodwin LLP

 15.1          Awareness Letter of Independent 
               Accountants, Arthur Andersen LLP

 23.1          Consent of Independent Accountants, 
               Arthur Andersen LLP

 23.2          Consent of Shipman & Goodwin LLP 
               (included in Exhibit 5.1)

 24.1          Power of Attorney (included in Page II-5
               of this Registration Statement). 

 99.1          1996 Yankee Energy Long-Term
               Incentive Compensation Plan