As filed with the Securities and
                   Exchange Commission on April 2, 1999

                                              Registration No. 33- __________

                    SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, DC 20549
                    __________________________________

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

                           ENERGYNORTH, INC.
            (Exact name of issuer as specified in its charter)

          New Hampshire                             02-0363755
          (State or other jurisdiction of           (I.R.S. Employer
          incorporation or organization)            Identification No.)

                       1260 Elm St., P.O. Box 329
                  Manchester, New Hampshire 03105-0329
       (Address of Principal Executive Offices Including Zip Code)

                ENERGYNORTH, INC. 1998 STOCK OPTION PLAN
                          (Full title of plan)

                           ROBERT R. GIORDANO
                 President and Chief Executive Officer
                            EnergyNorth, Inc.
                             P.O. Box 329
                 Manchester, New Hampshire 03105-0329
                            (603) 625-4000
           (Name, address, including zip code, and telephone
           number, including area code, of agent for service)

                 Copy to:  RICHARD A. SAMUELS, ESQUIRE
                  McLane, Graf, Raulerson & Middleton
                        Professional Association
                      900 Elm Street, P.O. Box 326
                  Manchester, New Hampshire 03105-0326
                    ________________________________
          Approximate date of proposed sales pursuant to the Plan:
  From time to time after the effective date of this Registration Statement

                    CALCULATION OF REGISTRATION FEE
________________________________________________________________________________


Title of                     Proposed Maximum    Proposed Maximum  Amount of
Securities To  Amount To Be  Aggregate Offering  Aggregate         Registration
Be Registered  Registered1   Price Per Share2    Offering Price2   Fee
________________________________________________________________________________
Common Stock   200,000       $27.59375           $5,518,750        $1,534.21
par value $1.00
  
     1 This registration statement also covers an indeterminate number of
additional shares that may be offered or sold to prevent dilution resulting from
stock splits, stock dividends or similar transactions.

     2 Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 (h) on the basis of the average high and low prices for the
Common Stock as reported on the New York Stock Exchange on April 1, 1999.

<PAGE>


                         Cross-Reference Sheet

                               Form S-8


Item in Part I of Form S-8               Location in the Prospectus

1. Plan Information

   (a) General Plan Information          Outside front cover page of prospectus;
                                         The Plan: General; Purpose of the Plan;
                                         Administration; Effective Date and 
                                         Duration of the Plan
                                                            
                                                            
   (b) Securities to be Offered          The Plan: Shares Available for
                                         Stock Options
                                                            
                                                            
   (c) Employees Who May                 The Plan: Eligible Employees
       Participate in the Plan                                                
                                                           
   (d) Purchase of Securities Pursuant   The Plan: Shares Available for
       to the Plan and Payment for       Stock Options; Purchase Price; Payment
       Securities Offered                                                     
                                                            
   (e) Resale Restrictions               The Plan: Transfer; Restrictions
                                         on Exercise; Retirement,
                                         Termination, Disability, Death
                                                            
                                                            
   (f) Tax Effects of Plan               Summary of Certain Tax Consequences
                                                            
                                                            
   (g) Investment of Funds               Not applicable
                                           
                                                            
   (h) Withdrawal from the Plan;         The Plan: Transfer; Restrictions
       Assignment of Interest            on Exercise; Retirement,
                                         Termination, Disability, Death
                                                            
                                                            
   (i) Forfeitures and Penalties         The Plan: Transfer; 
                                         Restrictions on Exercise
                                                            
                                                            
   (j) Charges and Deductions and        The Plan: Transfer;
       Liens Therefor                    Restrictions on Exercise
                                                            

2. Registrant Information and            Certain Other Information
   Employee Plan Annual Information


<PAGE>



                             TABLE OF CONTENTS


                                                                  Page
                                                                       
AVAILABLE INFORMATION                                               4
                                                                      
THE PLAN                                                            4
  General                                                           4
  Adoption of the Plan                                              4
  Purpose of the Plan                                               4
  Administration                                                    4
  Eligible Employees                                                4
  Shares Available for Stock Options                                5
  Purchase Price                                                    5
  Payment                                                           5
  Restrictions on Exercise                                          5
  Transfer                                                          5
  Retirement, Termination, Disability, Death                        5
  Stock Option Agreement                                            6
  Valuation                                                         6
  Adjustment and Acceleration of Shares                             6
  Effect of the Plan on the Rights of Directors or Employees        7
  Amendment                                                         7
  Effective Date and Duration of Plan                               7
                                                                       
SUMMARY OF CERTAIN FEDERAL INCOME TAX CONSEQUENCES                  7
                                                                       
PERIODIC REPORTS TO STOCKHOLDERS                                    9
                                                                       
CERTAIN OTHER INFORMATION                                           9



<PAGE>



                             PART 1
                                
                          INTRODUCTION

     This Registration Statement on Form S-8 relates to the
registration of 200,000 shares of EnergyNorth, Inc. (the
"Company") common stock, $1.00 par value per share, issuable upon
exercise of options granted under the EnergyNorth, Inc. 1998
Stock Option Plan (the "Plan").


                      AVAILABLE INFORMATION

     The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy
statements, and other information with the Securities and
Exchange Commission (the "Commission").  Such reports, proxy
statements, and other information can be inspected and copied at
the public reference facilities of the Commission at Room 1024,
450 Fifth Street N.W., Washington D.C. 20549; and at the Regional
Offices of the Commission at Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661 and 75 Park
Place, Room 1400, New York, New York 10007.  Copies of such
materials can be obtained from the Public Reference Section of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
at prescribed rates.

     The Company will provide without charge to any person,
including any beneficial owner, to whom this Registration
Statement is delivered, upon written or oral request, a copy of
its most recent annual report to stockholders and any and all
documents incorporated herein by reference (other than certain
exhibits to such documents).  See "Certain Other Information."
Written requests should be directed to the Senior Vice President
and Chief Financial Officer, EnergyNorth Inc., P.O. Box 329,
Manchester, New Hampshire 03105-0329.  Telephone requests may be
directed to (603) 625-4000.


                            THE PLAN

General.  The following description of the Plan is intended to
assist you in becoming familiar with the Plan, but does not
purport to be complete and is qualified in its entirety by
reference to the complete text of the Plan, which is attached
hereto as Exhibit 99 or may be examined at the Company's Human
Resources Department.  In the case of any conflict or apparent
conflict between the following description and the full text of
the Plan, the full text will control.  Additional information
about the Plan and the Plan administrators may be obtained from
the Company's Human Resources Department at the above address and
telephone number.

Adoption of the Plan.  The Plan was adopted by the Directors of
the Company on November 19, 1998 and was approved by the
stockholders on February 3, 1999.

Purpose of the Plan.  The Plan is intended to encourage eligible
officers, directors, and employees of the Company and its
subsidiaries to increase their efforts to make the Company and
each subsidiary more successful, to provide an additional
inducement for such individuals to remain with the Company or a
subsidiary, to reward such individuals by providing the
opportunity to acquire the Common Stock on favorable terms, and
to provide a means through which the Company may attract able
persons to enter the employ of the Company or its subsidiaries.

     The Plan is not subject to the provisions of the Employee
Retirement Income Security Act of 1974.
     
Administration. The Plan is administered by the Compensation
Committee of the Board of Directors of the Company (the
"Compensation Committee"), so long as it is comprised of two or
more non-employee Directors, provided that no option may be
granted without the approval of the Board of Directors.
     
Eligible Employees.  Officers and directors of the Company or any
subsidiary and those employees ("Key Employees") of the Company
or any subsidiary who share the primary responsibility for the
management, growth, or protection of the business of the Company
or any subsidiary are eligible to receive stock options as
described herein. Only Key Employees are eligible to receive
incentive stock options.


<PAGE>



Shares Available for Stock Options.  The aggregate number of
shares of the Company's common stock which may be issued or
delivered under the Plan is 200,000 shares, subject to adjustment
as set forth below.  If any stock option granted under the Plan
is canceled in full or expires before exercise, the shares
subject to such stock option shall again be available for the
purposes of the Plan.
     
Purchase Price.  The purchase price at which each stock option
may be exercised (the "Option Price") will be such price (either
greater than, the same as, or less than the fair market value per
share of the Company's common stock on the date of grant) as the
Committee, in its discretion, will determine but (i) in the case
of incentive stock options, will not be less than one hundred
percent (100%) of the fair market value per share of the shares
of Common Stock covered by the stock option on the date of grant
and (ii) in the case of incentive stock options granted to a Key
Employee who together with the members of his immediate family
owns, or may be deemed to own, beneficially, more than 10% of the
outstanding voting securities of the Company (as the terms
"immediate family" and "beneficial ownership" are defined under
the Securities Exchange Act of 1934 (the "Exchange Act") and such
other terms and conditions as the Committee will deem advisable
(such a Key Employee is referred to as a "Principal
Shareholder"), will not be less than one hundred and ten percent
(110%) of the fair market value per share of the shares of the
Company's common stock covered by the stock option on the date of
grant.  In exercising its discretion, the Committee will take
into account the nature and value to the Company of the
recipient's service, and such other factors as the Committee may
deem relevant.  For purposes of the purchase price, fair market
value will be determined as set forth below in the section
"Valuation."

Payment.  The Option Price is to be paid in full in cash upon the
exercise of a stock option; provided, however, that in lieu of
cash an individual may, if authorized by the Committee, exercise
a stock option by tendering to the Company's shares of the
Company's common stock owned by the individual and having a fair
market value on the date of exercise, as set forth below in the
section "Valuation", equal to the option price.  No shares will
be issued or delivered upon exercise of a stock option until the
Option Price has been paid in full. When the Option Price has
been paid in full, the option holder will be considered for all
purposes to be the owner of the shares with respect to which
payment has been made.
     
Restrictions on Exercise.  No incentive stock option or
nonstatutory stock option will be exercisable after the
expiration of ten years from the date of grant or, in the case of
an incentive stock option or nonstatutory stock option granted to
a Principal Shareholder, five years from the date of grant.
Except as otherwise provided in this section and the "Retirement,
Termination, Disability, Death" section, stock options may be
exercised at such times, in such amounts and subject to such
restrictions as will be determined by the Committee.
     
Transfer.  No stock option will be transferable other than by
will by the laws of descent and distribution and each stock
option will be exercisable during the lifetime of the recipient
only by the recipient.
     
Retirement, Termination, Disability, Death.  If a Key Employee
Retires (as defined below) or if the employment of a Key Employee
who is disabled within the meaning of Section 422(c)(6) of the
Code ("Disabled Option Holder") is voluntarily terminated with
the consent of the Company or a subsidiary, any then outstanding
stock option held by such Key Employee will become immediately
exercisable by such Key Employee at any time prior to the stock
option expiration date or within three years after the date of
termination of employment, whichever is the shorter period.
"Retires" shall mean retirement on or after date of Normal
Retirement, or on any earlier date such that the employee's
benefits are not reduced, under the Company's retirement plan.
Whether termination of employment is a voluntary termination with
consent and whether a Key Employee is disabled within the meaning
of Section 422(c)(6) of the Code shall be determined in each case
by the Committee, and any such determination by the Committee
shall be final and binding.

     If the service of an option holder who is a director is
terminated because such option holder cannot at his or her age
stand for re-election to the Committee, any then outstanding
stock option held by such option holder will continue to be
exercisable and will expire in accordance with its terms.
     
     Following the death of an option holder, any outstanding
stock option held by any such recipient at the time of death will
be exercisable in full (whether or not so exercisable on the date
of the recipient's death, but subject to such other restrictions
on the exercise of incentive stock options as are set forth in
the above Section "Restrictions on Transfer") by the person or
persons entitled to do so under the recipient's will, or, if the
recipient


<PAGE>



fails to make a testamentary disposition of such stock
option or dies intestate, by the recipient's legal
representative, in either case at any time prior to the
expiration date of such stock option or within one year after the
date of death, whichever is the shorter period.
     
     In the event of termination of the employment of an employee
or the service of any other option holder for any reason other
than as set forth in this Section, the rights of such option
holder under any then outstanding stock option will terminate at
the date of such termination of employment except as otherwise
provided in the stock option agreement.

Stock Option Agreement.  Each stock option will be confirmed by a
stock option agreement which will be executed by the Chairman of
the Committee or the President on behalf of the Company and by
the person to whom such stock option is granted.

Valuation.  The fair market value of the Company's common stock
will be the average of the closing price of the Company's common
stock, as reported on the New York Stock Exchange, during the ten
trading days immediately preceding the date of grant.
                                
Adjustment and Acceleration of Shares.  If a dividend or other
distribution shall be declared upon the Company's common stock
payable in shares of the Company's common stock, the number of
shares of the Company's common stock then subject to any
outstanding stock option and the number of shares which may be
issued or delivered under the Plan but are not then subject to an
outstanding stock option will be adjusted by adding thereto the
number of shares which would have been distributable thereon if
such shares had been outstanding on the date fixed for
determining the shareholders entitled to receive such stock
dividend or distribution.
     
     If the outstanding shares of the Company's common stock are
changed into or exchangeable for a different number or kind of
shares of stock or other securities of the Company or another
corporation, whether through reorganization, reclassification,
recapitalization, stock split-up, combination of shares, merger
or consolidation, then there will be substituted for each share
of the Company's common stock subject to any then outstanding
stock option and for each share of the Company's common stock
which may be issued or delivered under the Plan but are not then
subject to an outstanding stock option, the number and kind of
shares of stock or other securities into which each outstanding
share of the Common Stock will be so changed or for which each
such share will be exchangeable; or, alternatively, the
Committee, or the governing body of any successor entity, will
make an appropriate and equitable adjustment in the number and
kind of option shares as to which the option is then unexercised
in order that, after such event, the option shares as to which
the option is then unexercised will represent the same potential
ownership interest in the company (or that part of a successor
entity which consists of the company) immediately after such
event as they represent immediately before such event.
     
     Each outstanding stock option will become immediately and
fully exercisable for a period of six months following the date
of the following occurrences:  (i)  if any person (including a
group as defined in Section 13(d)(3) of the Exchange Act) becomes
directly or indirectly the beneficial owner of 20% or more of the
Common Stock; (ii) as a result of or in connection with any cash
tender offer, exchange offer, merger or other business
combination, sale of assets or contested election, or combination
of the foregoing, the persons who were directors of the Company
just prior to such event cease to constitute a majority of the
Company's Board of Directors; or (iii) the stockholders of the
Company approve an agreement providing for a transaction in which
the Company will cease to be an independent publicly-owned
corporation or a sale or other disposition of all or
substantially all of the assets of the Company occurs.
     
     In case of any adjustment or acceleration,  the aggregate
Option Price for all shares subject to each then outstanding
stock option prior to such adjustment or acceleration will be the
aggregate option price for all shares of stock or other
securities (including any fraction) to which such shares will
have been adjusted or which will have been substituted for such
shares. Any new option price will be carried to at least three
decimal places with the last decimal place rounded upwards to the
nearest whole number.
     
     All references in this Plan to shares will, where the
context so requires, be deemed to be references to such shares as
adjusted pursuant to this Section.  If any such adjustment to the
number of shares subject to the grant of stock options requires
the approval of stockholders in order to enable the Company to
issue incentive stock options


<PAGE>



then no such adjustment will be made without the approval of
the stockholders. Notwithstanding the foregoing, in the case of 
incentive stock options, if the effect of any adjustment or acceleration
is to cause the stock option to fail to continue to qualify as an
incentive stock option or to cause a modification, extension, or renewal
of such stock option within the meaning of Section 424(h) of the Code,
the Board of Directors may elect not to make such adjustment or
acceleration but rather will use reasonable efforts to effect
such other adjustment of each then outstanding stock option as
the Board of Directors in its sole discretion will deem equitable
and which will not result in any disqualification, modification,
extension, or renewal (within the meaning of Section 424(h) of
the Code) of such stock option.
                                
Effect of the Plan on the Rights of Directors or Employees.
Neither the adoption of the Plan nor any action of the Committee
or the Board of Directors pursuant to the Plan will be deemed to
give any person any right to be granted a stock option under the
Plan, and nothing in the Plan or in any stock option granted
under the Plan or in any stock option agreement will confer upon
any person any right to continue to serve the Company or any
subsidiary as an employee, officer, director, consultant, or
otherwise, or interfere in any way with the rights of the Company
or any Subsidiary to terminate the service or employment of any
person at any time.
     
Amendment.  The right to alter and amend the Plan at any time and
from time to time and the right to revoke or terminate the Plan
are hereby specifically reserved to the Board; provided always
that no such revocation or termination will terminate any
outstanding stock option theretofore granted under the Plan; and
provided further that no such alteration or amendment of the Plan
will, without prior shareholder approval, (i) increase the total
number of shares which may be issued or delivered under the Plan,
(ii) make any changes in the class of eligible officers,
directors, consultants or employees, or (iii) extend the periods
set forth in the Plan during which stock options may be granted.
No alteration, amendment, revocation or termination of the Plan
will, without the written consent of the holder of a stock option
theretofore granted under the Plan, adversely affect the rights
of such holder with respect to such stock option.
     
Effective Date and Duration of Plan.  The date of adoption of the
Plan will be November 19, 1998. No stock option may be granted
under the Plan subsequent to November 18, 2008.


     SUMMARY OF CERTAIN FEDERAL INCOME TAX CONSEQUENCES

Incentive Stock Options

In General.  An option holder will not recognize income on the
grant of an incentive stock option.  Except as provided in this
paragraph, an option holder also will not recognize income on the
exercise of an incentive stock option.  If, however, such
exercise occurs more than three months after the option holder
ceased to be an employee for reasons other than death or
permanent and total disability, or more than one year thereafter
if the option holder ceased to be an employee by reason of
permanent and total disability, the exercise will not be treated
as the exercise of an incentive stock option, and the federal
income tax consequences to the option holder and the option
holder's employer corporation will be the same as those for
nonstatutory stock options, discussed below under the caption
"Nonstatutory Stock Options."  In certain circumstances,
alternative minimum tax liability may also result from the
exercise of an incentive stock option.  See the discussion below
under the caption "Alternative Minimum Tax."

     There is a limit on the options that can be granted to an
individual that will qualify for incentive stock option
treatment.  That limit is determined by the value of option stock
for which incentive stock options can be exercised for the first
time in a calendar year.  To the extent the aggregate fair market
value for which incentive stock options are exercisable by an
individual for the first time in a calendar year exceeds
$100,000, such options are not treated as incentive stock
options.  The aggregate fair market value of an individual's
incentive stock option is determined at the time such options are
granted.

     Any options granted to an individual who, at the time the
options are granted, is the beneficial owner of more than ten
percent (10%) of the total combined voting power of all classes
of stock of the Company, or of a parent or subsidiary of the
Company, will be treated as options which are not incentive stock
options and the option holder will be taxed upon exercise of such
options under the rules governing the exercise of nonstatutory
stock options described below, unless the option exercise price
is at least one hundred and ten percent (110%) of the fair market
value per share of the shares of Common Stock covered by the
stock option on the date of grant.  In


<PAGE>



addition, if any options are granted with the express provision that
they are not incentive stock options, those options will be treated as
options which are not incentive stock options, and the option holder
will be taxed upon exercise of such options under the rules governing
the exercise of nonstatutory stock options described below.

     Gain or loss from the sale or exchange of shares acquired
upon exercise of an incentive stock option will generally be
treated as capital gain or loss, provided that the shares are
held as capital assets at the time of sale or exchange and that
such sale or exchange does not occur before the later of (i) one
year from the date the shares are transferred to the option
holder pursuant to the exercise of the option or (ii) two years
from the date the option is granted.

     If the option holder fails to meet the holding period
requirements stated in the paragraph above, then any increase in
the income of such individual or deduction from income of his
employer corporation for the taxable year in which such exercise
occurred attributable to such disposition, shall be treated as an
increase in ordinary income or a deduction from income in the
taxable year of such individual or of such employer corporation
in which such disposition occurred.

     Generally, the Company will not be allowed a deduction in
connection with the grant or exercise of an incentive stock
option.  However, if an option holder recognizes ordinary income
as a result of a disposition as described in the preceding
paragraph, the Company will be entitled to a deduction in the
same amount for the Company's taxable year in which such
disposition occurs.

Alternative Minimum Tax.  The exercise of an incentive stock
option may result in alternative minimum tax ("AMT") liability.
Generally, an individual's AMT is the excess of his "tentative
minimum tax" (i.e., 26% for the first $175,000 alternative
minimum taxable income  ("AMTI") which exceeds the applicable
statutory exemption amount, and 28% for the amount above the
first $175,000) over his regular income tax, and such excess is
added to the individual's regular income tax to determine his
total income tax liability for the year.  A taxpayer's AMTI is
calculated by adding certain tax preference items, and by making
a number of adjustments, to a taxpayer's regular taxable income,
including an adjustment that treats incentive stock options as
nonstatutory stock options.  (See the discussion below under the
caption "Nonstatutory Stock Options.")  Accordingly, an option
holder who exercises an incentive stock option is required to
include in AMTI the amount that would be included in regular
income if the incentive stock option had been a nonstatutory
stock option, and, while the law is not entirely clear,
apparently such income is included in AMTI in the year in which
it would have been included in regular income.  For AMT purposes,
an option holder's basis in stock acquired on exercise of an
incentive stock option also is determined by treating such stock
as if it were acquired on the exercise of a nonstatutory stock
option.

     The AMT also provides for a minimum tax credit.  Under this
provision, an individual is entitled to a credit against a
portion of his regular income tax liability, to the extent it
exceeds his tentative minimum tax for that year, in an amount
equal to a portion of the taxpayer's AMT for prior years after
1986.  The portion of the AMT available as a credit is the excess
of the taxpayer's actual AMT over what the AMT would have been
had it been determined by reference only to specified adjustments
and preferences, which do not include the adjustment that treats
an incentive stock option as a nonstatutory stock option.  The
specified adjustments and preferences generally are those that do
not involve simply deferrals, i.e., they include the adjustment
for itemized deductions and the preference items arising from
depletion, tax-exempt interest and charitable contributions of
appreciated property.  Thus, for example, if an option holder is
subject in a year after 1986 to the AMT solely as a result of
exercising an incentive stock option in such year, the option
holder may claim a credit for such AMT against his regular income
tax liability in a later year, but only to the extent that the
taxpayer's regular income tax liability (reduced by certain
credits) exceeds his tentative minimum tax for that later year.
The minimum tax credit may be carried forward indefinitely until
fully used.

Nonstatutory Stock Options

     Because nonstatutory stock options granted under the Plan
are not transferable and will not be actively traded on an
established market, an option holder will not recognize income on
the grant of a nonstatutory stock option.  This also applies to
options that are treated as nonstatutory stock options because
they do not meet the definition of incentive stock options as
described above.



<PAGE>



     An option holder will recognize ordinary income at the time
of the exercise of a nonstatutory stock option provided the
shares issued pursuant to such exercise are either transferable
or not subject to a substantial risk of forfeiture.  The amount
of such ordinary income will be equal to the excess, if any, of
the fair market value of the shares at the time of exercise over
the exercise price.

     When ordinary income is recognized by an option holder in
connection with the receipt of shares on the exercise of a
nonstatutory stock option, the Company will be entitled to a
deduction, in the amount of ordinary income so recognized by the
option holder, provided the Company satisfies certain federal
income tax withholding requirements.

     Gain or loss from the sale or exchange of shares acquired on
the exercise of a nonstatutory stock option will generally be
treated as capital gain or loss provided the shares are held as
capital assets at the time of sale or exchange.  If such shares
have been held for the requisite holding period, then the capital
gain or loss will generally be treated as long-term capital gain
or loss.  Currently, the requisite holding period for long-term
capital gain treatment upon the sale or exchange of shares
acquired upon the exercise of a nonstatutory stock option is more
than one year.

Consultation With Tax Advisor

     The rules governing the tax treatment of options and shares
acquired on the exercise thereof are quite technical, so that the
above description of tax consequences is necessarily general in
nature and does not purport to be complete.  Moreover, statutory
provisions are, of course, subject to change, as are their
interpretations, and their application may vary in individual
circumstances.  Option holders are urged to consult with their
tax advisers for information with respect to the results which
would pertain to their particular circumstances.

     The consequences, under applicable state and local income
tax laws, of the grant or exercise of incentive stock options and
nonstatutory stock options, and the sale or exchange of shares
acquired on exercise, may not be the same as under the federal
income tax laws.


                PERIODIC REPORTS TO STOCKHOLDERS

     The Company furnishes its stockholders with audited
financial statements for each fiscal year and furnishes
stockholders of record with summary unaudited financial results
for the first three quarters of each fiscal year.  Copies of
these documents, and any other communications sent to the
Company's stockholders generally, will also be furnished to all
participants in the Plan.


                   CERTAIN OTHER INFORMATION

     The Company has filed with the Commission a Registration
Statement on Form S-8 under the Securities Act of 1933 with
respect to the Company's common stock offered under the Plan.
Documents incorporated by reference in Item 3 of Part II of this
Registration Statement, and any other documents required to be
delivered to employees pursuant to Rule 428(b) of the Securities
Act of 1933 are available, without charge, upon oral or written
request to the Senior Vice President and Chief Financial Officer,
EnergyNorth Inc., 1260 Elm Street, Box 329, Manchester, New
Hampshire 03105-0329 and telephone number (603) 625-4000.  All of
the documents referred to in this Registration Statement and
additional information concerning the Company may be inspected
and copied at the public reference facilities maintained by the
Commission at the addresses set forth in the "Available
Information" section of this Registration Statement.  In
addition, all documents incorporated by reference in Item 3 of
Part II of this Registration Statement are incorporated by
reference into the prospectus.



<PAGE>




                             PART II

             INFORMATION NOT REQUIRED IN PROSPECTUS


Item 3. Incorporation of Documents by Reference.

        The following documents filed by the Company with the
        Commission are incorporated herein by reference:

        1.  Annual Report on Form 10-K for the Fiscal Year Ended
            September 30, 1998.

        2.  Quarterly Report on Form 10-Q for the quarter ended
            December 31, 1998.

        3.  The description of the Common Stock which is contained
            in the Company's Registration Statement filed pursuant to
            Section 12 of the Exchange Act, and any amendment or report
            filed for the purpose of updating such description.

        All documents filed by the Company after the date of this
prospectus pursuant to Sections 13(a), 13(c), 14, and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters such securities then remaining unsold, shall be deemed to
be incorporated herein by reference and to be a part hereof from the
date of filing such documents.  Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this prospectus to
the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement.  Any such statement so
modified or superseded shall be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.

Item 6.   Indemnification of Directors and Officers

     New Hampshire Revised Statutes Annotated ("RSA") 293-A,
Sections 8.50 through 8.58, empower a corporation, subject to
certain limitations, to indemnify its directors and officers
against expenses (including attorneys' fees, judgments, fines and
amounts paid in settlement) actually and reasonably incurred by
them in connection with any civil or criminal suit or proceeding
(other than a derivative action) to which they are parties or
threatened to be made parties by reason of being directors or
officers, if they acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interests of the
corporation (and with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was
unlawful).  The power to indemnify in connection with an action
or suit by or in the right of the corporation (a derivative
action) is more limited.  Indemnification against expenses
actually and reasonably incurred is required if a director or
officer is wholly successful in defense of an action, suit or
proceeding of the type where indemnity is permitted by the
statute.  Unless ordered by a court, indemnification under the
statute, other than mandatory indemnification against expenses,
may be made only if a determination that indemnification is
proper has been made by a prescribed vote of the board of
directors, special legal counsel in certain cases, by the
shareholders or by the prescribed vote of a committee duly
designated by the board of directors, in certain cases.
Indemnification provided for by RSA 293-A:8.50-8.58 is not
exclusive and a corporation is empowered to maintain insurance on
behalf of its directors and officers against any liability
asserted against them in that capacity, whether or not the
corporation would have the power under that section to indemnify
them.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Company pursuant to the foregoing
or any existing arrangement or otherwise, the Company has been
advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy and is,
therefore, unenforceable.

     The bylaws of the Company provide that it shall indemnify
any director or officer to the fullest extent allowed by law. The
Company currently maintains insurance on behalf of its directors
and officers against liability asserted against them in that
capacity.



<PAGE>




Item 8. Exhibits

        The exhibits listed on the Exhibit Index on page 15 of this
Registration Statement are filed herewith or are incorporated
herein by reference to other filings.

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 the 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; and

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

          provided, however, that paragraphs (i) and (ii) do not
          apply if the information required to be included in a
          post-effective amendment by those paragraphs is contained
          in periodic reports filed by the Registrant pursuant to
          Section 13 or Section 15(d) of the Securities Exchange Act
          of 1934 that are incorporated by reference in the Registration
          Statement.

        (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 Company hereby undertakes that for the purpose of determining
        any liability under the Securities Act, each filing of the Company's
        annual report pursuant to Section 13(a) or Section 15(d) of the
        Securities Act 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.

(e)     The undersigned Company hereby undertakes to deliver or cause to be
        delivered with the prospectus, to each person to whom the prospectus
        is sent or given, the latest annual report to security holders that
        is incorporated by reference in the prospectus and furnished pursuant
        to and meeting the requirements of  Rule 14a-3 or Rule 14c-3 under
        the Securities Exchange Act of 1934; and, where interim financial
        information required to be presented by Article 3 of Regulation S-X
        is not set forth in the prospectus, to deliver, or cause to be
        delivered to each person to whom the prospectus is sent or given,
        the latest quarterly report that is specifically incorporated by
        reference in the prospectus to provide such interim financial
        information.



<PAGE>





(h)     Insofar as indemnification for liabilities arising under the Securities
        Act of 1933 may be permitted to directors, officers and controlling
        persons of the Company pursuant to the provisions set forth in Item 6,
        or otherwise, the Company has been advised that in the opinion of the
        Securities and Exchange Commission such indemnification is against
        public policy as expressed in the Securities Act and is, therefore,
        unenforceable.  In the event that a claim for indemnification against
        such liabilities (other than the payment by the Company expenses
        incurred or paid by a director, officer or controlling person of the
        Company 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 Company 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 Securities Act of 1933 and will be governed by the final
        adjudication of such issue.




<PAGE>



                           SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Manchester,
and State of New Hampshire, on April 2, 1999.


                               ENERGYNORTH, INC.



                               By:/s/ Robert R. Giordano
                                  Robert R. Giordano, President
                                  and Chief Executive Officer



                        Power of Attorney
                                
Know all men by these presents that each individual whose signature appears
below constitutes and appoints Robert R. Giordano and Michelle L. Chicoine,
and each of them, his or her true and lawful attorney-in-fact and agent with
full power of substitution, for him or her and in his or her name, place and
stead, in any and all capacities to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in
-fact and agent full power authority to do and perform each and every act
and thing requisite and necessary to be done in connection therewith, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming that said attorney-in-fact and agent or his or her
substitute may lawfully do or cause to be done by virtue hereof.

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


<TABLE>
<CAPTION>


     Signature                                  Title                            Dated

<C>                               <S>                                        <S>
                           
/s/ Robert R. Giordano            President, Chief Executive Officer and     April 2, 1999
Robert R. Giordano                Director (Principal Executive Officer)


/s/ Michelle L. Chicoine          Executive Vice President and Director      April 2, 1999
Michelle L. Chicoine


/s/ Frank L. Childs               Senior Vice President and Chief Financial  April 2, 1999
Frank L. Childs                   Officer (Principal Financial Officer)      


/s/ David A. Skrzysowski          Vice President and Controller              April 2, 1999
David A. Skrzysowski              (Principal Accounting Officer)


/s/ Roger C. Avery                Director                                   April 2, 1999
Roger C. Avery




<PAGE>


                       
/s/ Edward T. Borer               Director                                   April 2, 1999
Edward T. Borer


_________________                 Director                                   ________, 1999
Richard B. Couser


______________                    Director                                   ________, 1999
Joan P. Cudhea


/s/ Sylvio L. Dupuis              Director                                   April 2, 1999
Sylvio L. Dupuis


___________________________       Director                                   ________, 1999
Constance B. Girard-diCarlo


/s/ Andrew E. Lietz               Director                                   April 2, 1999
Andrew E. Lietz


____________________              Director                                   ________, 1999
N. George Mattaini


/s/ John E. Tulley II             Director                                   April 2, 1999
John E. Tulley II


</TABLE>


Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefit plan) have duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Manchester, State of New Hampshire,
on April 2, 1999.

                               ENERGYNORTH, INC.
                               (Board of Directors)



                               By:/s/ Sylvio L. Dupuis
                                  Sylvio L. Dupuis
                                  Director (Chairman, Compensation Committee)



<PAGE>




                            INDEX OF EXHIBITS
                         

     Exhibit
     Number         Description of Exhibits

     4.1            EnergyNorth, Inc. Articles of Incorporation are incorporated
                    by reference to Exhibit 3.1 of the Registrant's Quarterly
                    Report on Form 10-Q (file no. 1-11441) for the quarter ended
                    March 31, 1996.

     4.2            Bylaws of EnergyNorth, Inc.

     4.3            Rights Agreement, dated as of June 18, 1990, between the
                    Registrant and State Street Bank & Trust Company is
                    incorporated by reference to Exhibit 1-2 to the Registrant's
                    Registration Statement on Form 8-A, dated June 18, 1990.

     5              Opinion of McLane, Graf, Raulerson & Middleton, Professional
                    Association re: Legality.

     23.1           Consent of McLane, Graf, Raulerson & Middleton, Professional
                    Association is contained in Exhibit 5 filed herewith.

     23.2           Consent of Arthur Andersen LLP.

     99             EnergyNorth, Inc. 1998 Stock Option Plan.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 50826}]
{"company-data": {"conformed-name": "ENERGYNORTH INC", "cik": "0000704503", "assigned-sic": "4924", "irs-number": "020363755", "state-of-incorporation": "NH", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75619", "film-number": "99586731"}, "business-address": {"street1": "1260 ELM ST", "street2": "P O BOX 329", "city": "MANCHESTER", "state": "NH", "zip": "03105", "phone": "6036254000"}, "mail-address": {"street1": "1260 ELM ST", "city": "MANCHESTER", "state": "NH", "zip": "03105"}}
As filed with the Securities and
                   Exchange Commission on April 2, 1999

                                              Registration No. 33- __________

                    SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, DC 20549
                    __________________________________

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

                           ENERGYNORTH, INC.
            (Exact name of issuer as specified in its charter)

          New Hampshire                             02-0363755
          (State or other jurisdiction of           (I.R.S. Employer
          incorporation or organization)            Identification No.)

                       1260 Elm St., P.O. Box 329
                  Manchester, New Hampshire 03105-0329
       (Address of Principal Executive Offices Including Zip Code)

                ENERGYNORTH, INC. 1998 STOCK OPTION PLAN
                          (Full title of plan)

                           ROBERT R. GIORDANO
                 President and Chief Executive Officer
                            EnergyNorth, Inc.
                             P.O. Box 329
                 Manchester, New Hampshire 03105-0329
                            (603) 625-4000
           (Name, address, including zip code, and telephone
           number, including area code, of agent for service)

                 Copy to:  RICHARD A. SAMUELS, ESQUIRE
                  McLane, Graf, Raulerson & Middleton
                        Professional Association
                      900 Elm Street, P.O. Box 326
                  Manchester, New Hampshire 03105-0326
                    ________________________________
          Approximate date of proposed sales pursuant to the Plan:
  From time to time after the effective date of this Registration Statement

                    CALCULATION OF REGISTRATION FEE
________________________________________________________________________________

Title of                     Proposed Maximum    Proposed Maximum  Amount of
Securities To  Amount To Be  Aggregate Offering  Aggregate         Registration
Be Registered  Registered1   Price Per Share2    Offering Price2   Fee
________________________________________________________________________________
Common Stock   200,000       $27.59375           $5,518,750        $1,534.21
par value $1.00
  
     1 This registration statement also covers an indeterminate number of
additional shares that may be offered or sold to prevent dilution resulting from
stock splits, stock dividends or similar transactions.

     2 Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 (h) on the basis of the average high and low prices for the
Common Stock as reported on the New York Stock Exchange on April 1, 1999.
Cross-Reference Sheet

                               Form S-8

Item in Part I of Form S-8               Location in the Prospectus

1. Plan Information

   (a) General Plan Information          Outside front cover page of prospectus;
                                         The Plan: General; Purpose of the Plan;
                                         Administration; Effective Date and 
                                         Duration of the Plan
                                                            
                                                            
   (b) Securities to be Offered          The Plan: Shares Available for
                                         Stock Options
                                                            
                                                            
   (c) Employees Who May                 The Plan: Eligible Employees
       Participate in the Plan                                                
                                                           
   (d) Purchase of Securities Pursuant   The Plan: Shares Available for
       to the Plan and Payment for       Stock Options; Purchase Price; Payment
       Securities Offered                                                     
                                                            
   (e) Resale Restrictions               The Plan: Transfer; Restrictions
                                         on Exercise; Retirement,
                                         Termination, Disability, Death
                                                            
                                                            
   (f) Tax Effects of Plan               Summary of Certain Tax Consequences
                                                            
                                                            
   (g) Investment of Funds               Not applicable
                                           
                                                            
   (h) Withdrawal from the Plan;         The Plan: Transfer; Restrictions
       Assignment of Interest            on Exercise; Retirement,
                                         Termination, Disability, Death
                                                            
                                                            
   (i) Forfeitures and Penalties         The Plan: Transfer; 
                                         Restrictions on Exercise
                                                            
                                                            
   (j) Charges and Deductions and        The Plan: Transfer;
       Liens Therefor                    Restrictions on Exercise
                                                            

2. Registrant Information and            Certain Other Information
   Employee Plan Annual Information
TABLE OF CONTENTS

                                                                  Page
                                                                       
AVAILABLE INFORMATION                                               4
                                                                      
THE PLAN                                                            4
  General                                                           4
  Adoption of the Plan                                              4
  Purpose of the Plan                                               4
  Administration                                                    4
  Eligible Employees                                                4
  Shares Available for Stock Options                                5
  Purchase Price                                                    5
  Payment                                                           5
  Restrictions on Exercise                                          5
  Transfer                                                          5
  Retirement, Termination, Disability, Death                        5
  Stock Option Agreement                                            6
  Valuation                                                         6
  Adjustment and Acceleration of Shares                             6
  Effect of the Plan on the Rights of Directors or Employees        7
  Amendment                                                         7
  Effective Date and Duration of Plan                               7
                                                                       
SUMMARY OF CERTAIN FEDERAL INCOME TAX CONSEQUENCES                  7
                                                                       
PERIODIC REPORTS TO STOCKHOLDERS                                    9
                                                                       
CERTAIN OTHER INFORMATION                                           9
PART 1
                                
                          INTRODUCTION

     This Registration Statement on Form S-8 relates to the
registration of 200,000 shares of EnergyNorth, Inc. (the
"Company") common stock, $1.00 par value per share, issuable upon
exercise of options granted under the EnergyNorth, Inc. 1998
Stock Option Plan (the "Plan").

                      AVAILABLE INFORMATION

     The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy
statements, and other information with the Securities and
Exchange Commission (the "Commission").  Such reports, proxy
statements, and other information can be inspected and copied at
the public reference facilities of the Commission at Room 1024,
450 Fifth Street N.W., Washington D.C. 20549; and at the Regional
Offices of the Commission at Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661 and 75 Park
Place, Room 1400, New York, New York 10007.  Copies of such
materials can be obtained from the Public Reference Section of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
at prescribed rates.

     The Company will provide without charge to any person,
including any beneficial owner, to whom this Registration
Statement is delivered, upon written or oral request, a copy of
its most recent annual report to stockholders and any and all
documents incorporated herein by reference (other than certain
exhibits to such documents).  See "Certain Other Information."
Written requests should be directed to the Senior Vice President
and Chief Financial Officer, EnergyNorth Inc., P.O. Box 329,
Manchester, New Hampshire 03105-0329.  Telephone requests may be
directed to (603) 625-4000.

                            THE PLAN

General.  The following description of the Plan is intended to
assist you in becoming familiar with the Plan, but does not
purport to be complete and is qualified in its entirety by
reference to the complete text of the Plan, which is attached
hereto as Exhibit 99 or may be examined at the Company's Human
Resources Department.  In the case of any conflict or apparent
conflict between the following description and the full text of
the Plan, the full text will control.  Additional information
about the Plan and the Plan administrators may be obtained from
the Company's Human Resources Department at the above address and
telephone number.

Adoption of the Plan.  The Plan was adopted by the Directors of
the Company on November 19, 1998 and was approved by the
stockholders on February 3, 1999.

Purpose of the Plan.  The Plan is intended to encourage eligible
officers, directors, and employees of the Company and its
subsidiaries to increase their efforts to make the Company and
each subsidiary more successful, to provide an additional
inducement for such individuals to remain with the Company or a
subsidiary, to reward such individuals by providing the
opportunity to acquire the Common Stock on favorable terms, and
to provide a means through which the Company may attract able
persons to enter the employ of the Company or its subsidiaries.

     The Plan is not subject to the provisions of the Employee
Retirement Income Security Act of 1974.
     
Administration. The Plan is administered by the Compensation
Committee of the Board of Directors of the Company (the
"Compensation Committee"), so long as it is comprised of two or
more non-employee Directors, provided that no option may be
granted without the approval of the Board of Directors.
     
Eligible Employees.  Officers and directors of the Company or any
subsidiary and those employees ("Key Employees") of the Company
or any subsidiary who share the primary responsibility for the
management, growth, or protection of the business of the Company
or any subsidiary are eligible to receive stock options as
described herein. Only Key Employees are eligible to receive
incentive stock options.
Shares Available for Stock Options.  The aggregate number of
shares of the Company's common stock which may be issued or
delivered under the Plan is 200,000 shares, subject to adjustment
as set forth below.  If any stock option granted under the Plan
is canceled in full or expires before exercise, the shares
subject to such stock option shall again be available for the
purposes of the Plan.
     
Purchase Price.  The purchase price at which each stock option
may be exercised (the "Option Price") will be such price (either
greater than, the same as, or less than the fair market value per
share of the Company's common stock on the date of grant) as the
Committee, in its discretion, will determine but (i) in the case
of incentive stock options, will not be less than one hundred
percent (100%) of the fair market value per share of the shares
of Common Stock covered by the stock option on the date of grant
and (ii) in the case of incentive stock options granted to a Key
Employee who together with the members of his immediate family
owns, or may be deemed to own, beneficially, more than 10% of the
outstanding voting securities of the Company (as the terms
"immediate family" and "beneficial ownership" are defined under
the Securities Exchange Act of 1934 (the "Exchange Act") and such
other terms and conditions as the Committee will deem advisable
(such a Key Employee is referred to as a "Principal
Shareholder"), will not be less than one hundred and ten percent
(110%) of the fair market value per share of the shares of the
Company's common stock covered by the stock option on the date of
grant.  In exercising its discretion, the Committee will take
into account the nature and value to the Company of the
recipient's service, and such other factors as the Committee may
deem relevant.  For purposes of the purchase price, fair market
value will be determined as set forth below in the section
"Valuation."

Payment.  The Option Price is to be paid in full in cash upon the
exercise of a stock option; provided, however, that in lieu of
cash an individual may, if authorized by the Committee, exercise
a stock option by tendering to the Company's shares of the
Company's common stock owned by the individual and having a fair
market value on the date of exercise, as set forth below in the
section "Valuation", equal to the option price.  No shares will
be issued or delivered upon exercise of a stock option until the
Option Price has been paid in full. When the Option Price has
been paid in full, the option holder will be considered for all
purposes to be the owner of the shares with respect to which
payment has been made.
     
Restrictions on Exercise.  No incentive stock option or
nonstatutory stock option will be exercisable after the
expiration of ten years from the date of grant or, in the case of
an incentive stock option or nonstatutory stock option granted to
a Principal Shareholder, five years from the date of grant.
Except as otherwise provided in this section and the "Retirement,
Termination, Disability, Death" section, stock options may be
exercised at such times, in such amounts and subject to such
restrictions as will be determined by the Committee.
     
Transfer.  No stock option will be transferable other than by
will by the laws of descent and distribution and each stock
option will be exercisable during the lifetime of the recipient
only by the recipient.
     
Retirement, Termination, Disability, Death.  If a Key Employee
Retires (as defined below) or if the employment of a Key Employee
who is disabled within the meaning of Section 422(c)(6) of the
Code ("Disabled Option Holder") is voluntarily terminated with
the consent of the Company or a subsidiary, any then outstanding
stock option held by such Key Employee will become immediately
exercisable by such Key Employee at any time prior to the stock
option expiration date or within three years after the date of
termination of employment, whichever is the shorter period.
"Retires" shall mean retirement on or after date of Normal
Retirement, or on any earlier date such that the employee's
benefits are not reduced, under the Company's retirement plan.
Whether termination of employment is a voluntary termination with
consent and whether a Key Employee is disabled within the meaning
of Section 422(c)(6) of the Code shall be determined in each case
by the Committee, and any such determination by the Committee
shall be final and binding.

     If the service of an option holder who is a director is
terminated because such option holder cannot at his or her age
stand for re-election to the Committee, any then outstanding
stock option held by such option holder will continue to be
exercisable and will expire in accordance with its terms.
     
     Following the death of an option holder, any outstanding
stock option held by any such recipient at the time of death will
be exercisable in full (whether or not so exercisable on the date
of the recipient's death, but subject to such other restrictions
on the exercise of incentive stock options as are set forth in
the above Section "Restrictions on Transfer") by the person or
persons entitled to do so under the recipient's will, or, if the
recipient
fails to make a testamentary disposition of such stock
option or dies intestate, by the recipient's legal
representative, in either case at any time prior to the
expiration date of such stock option or within one year after the
date of death, whichever is the shorter period.
     
     In the event of termination of the employment of an employee
or the service of any other option holder for any reason other
than as set forth in this Section, the rights of such option
holder under any then outstanding stock option will terminate at
the date of such termination of employment except as otherwise
provided in the stock option agreement.

Stock Option Agreement.  Each stock option will be confirmed by a
stock option agreement which will be executed by the Chairman of
the Committee or the President on behalf of the Company and by
the person to whom such stock option is granted.

Valuation.  The fair market value of the Company's common stock
will be the average of the closing price of the Company's common
stock, as reported on the New York Stock Exchange, during the ten
trading days immediately preceding the date of grant.
                                
Adjustment and Acceleration of Shares.  If a dividend or other
distribution shall be declared upon the Company's common stock
payable in shares of the Company's common stock, the number of
shares of the Company's common stock then subject to any
outstanding stock option and the number of shares which may be
issued or delivered under the Plan but are not then subject to an
outstanding stock option will be adjusted by adding thereto the
number of shares which would have been distributable thereon if
such shares had been outstanding on the date fixed for
determining the shareholders entitled to receive such stock
dividend or distribution.
     
     If the outstanding shares of the Company's common stock are
changed into or exchangeable for a different number or kind of
shares of stock or other securities of the Company or another
corporation, whether through reorganization, reclassification,
recapitalization, stock split-up, combination of shares, merger
or consolidation, then there will be substituted for each share
of the Company's common stock subject to any then outstanding
stock option and for each share of the Company's common stock
which may be issued or delivered under the Plan but are not then
subject to an outstanding stock option, the number and kind of
shares of stock or other securities into which each outstanding
share of the Common Stock will be so changed or for which each
such share will be exchangeable; or, alternatively, the
Committee, or the governing body of any successor entity, will
make an appropriate and equitable adjustment in the number and
kind of option shares as to which the option is then unexercised
in order that, after such event, the option shares as to which
the option is then unexercised will represent the same potential
ownership interest in the company (or that part of a successor
entity which consists of the company) immediately after such
event as they represent immediately before such event.
     
     Each outstanding stock option will become immediately and
fully exercisable for a period of six months following the date
of the following occurrences:  (i)  if any person (including a
group as defined in Section 13(d)(3) of the Exchange Act) becomes
directly or indirectly the beneficial owner of 20% or more of the
Common Stock; (ii) as a result of or in connection with any cash
tender offer, exchange offer, merger or other business
combination, sale of assets or contested election, or combination
of the foregoing, the persons who were directors of the Company
just prior to such event cease to constitute a majority of the
Company's Board of Directors; or (iii) the stockholders of the
Company approve an agreement providing for a transaction in which
the Company will cease to be an independent publicly-owned
corporation or a sale or other disposition of all or
substantially all of the assets of the Company occurs.
     
     In case of any adjustment or acceleration,  the aggregate
Option Price for all shares subject to each then outstanding
stock option prior to such adjustment or acceleration will be the
aggregate option price for all shares of stock or other
securities (including any fraction) to which such shares will
have been adjusted or which will have been substituted for such
shares. Any new option price will be carried to at least three
decimal places with the last decimal place rounded upwards to the
nearest whole number.
     
     All references in this Plan to shares will, where the
context so requires, be deemed to be references to such shares as
adjusted pursuant to this Section.  If any such adjustment to the
number of shares subject to the grant of stock options requires
the approval of stockholders in order to enable the Company to
issue incentive stock options
then no such adjustment will be made without the approval of
the stockholders. Notwithstanding the foregoing, in the case of 
incentive stock options, if the effect of any adjustment or acceleration
is to cause the stock option to fail to continue to qualify as an
incentive stock option or to cause a modification, extension, or renewal
of such stock option within the meaning of Section 424(h) of the Code,
the Board of Directors may elect not to make such adjustment or
acceleration but rather will use reasonable efforts to effect
such other adjustment of each then outstanding stock option as
the Board of Directors in its sole discretion will deem equitable
and which will not result in any disqualification, modification,
extension, or renewal (within the meaning of Section 424(h) of
the Code) of such stock option.
                                
Effect of the Plan on the Rights of Directors or Employees.
Neither the adoption of the Plan nor any action of the Committee
or the Board of Directors pursuant to the Plan will be deemed to
give any person any right to be granted a stock option under the
Plan, and nothing in the Plan or in any stock option granted
under the Plan or in any stock option agreement will confer upon
any person any right to continue to serve the Company or any
subsidiary as an employee, officer, director, consultant, or
otherwise, or interfere in any way with the rights of the Company
or any Subsidiary to terminate the service or employment of any
person at any time.
     
Amendment.  The right to alter and amend the Plan at any time and
from time to time and the right to revoke or terminate the Plan
are hereby specifically reserved to the Board; provided always
that no such revocation or termination will terminate any
outstanding stock option theretofore granted under the Plan; and
provided further that no such alteration or amendment of the Plan
will, without prior shareholder approval, (i) increase the total
number of shares which may be issued or delivered under the Plan,
(ii) make any changes in the class of eligible officers,
directors, consultants or employees, or (iii) extend the periods
set forth in the Plan during which stock options may be granted.
No alteration, amendment, revocation or termination of the Plan
will, without the written consent of the holder of a stock option
theretofore granted under the Plan, adversely affect the rights
of such holder with respect to such stock option.
     
Effective Date and Duration of Plan.  The date of adoption of the
Plan will be November 19, 1998. No stock option may be granted
under the Plan subsequent to November 18, 2008.

     SUMMARY OF CERTAIN FEDERAL INCOME TAX CONSEQUENCES

Incentive Stock Options

In General.  An option holder will not recognize income on the
grant of an incentive stock option.  Except as provided in this
paragraph, an option holder also will not recognize income on the
exercise of an incentive stock option.  If, however, such
exercise occurs more than three months after the option holder
ceased to be an employee for reasons other than death or
permanent and total disability, or more than one year thereafter
if the option holder ceased to be an employee by reason of
permanent and total disability, the exercise will not be treated
as the exercise of an incentive stock option, and the federal
income tax consequences to the option holder and the option
holder's employer corporation will be the same as those for
nonstatutory stock options, discussed below under the caption
"Nonstatutory Stock Options."  In certain circumstances,
alternative minimum tax liability may also result from the
exercise of an incentive stock option.  See the discussion below
under the caption "Alternative Minimum Tax."

     There is a limit on the options that can be granted to an
individual that will qualify for incentive stock option
treatment.  That limit is determined by the value of option stock
for which incentive stock options can be exercised for the first
time in a calendar year.  To the extent the aggregate fair market
value for which incentive stock options are exercisable by an
individual for the first time in a calendar year exceeds
$100,000, such options are not treated as incentive stock
options.  The aggregate fair market value of an individual's
incentive stock option is determined at the time such options are
granted.

     Any options granted to an individual who, at the time the
options are granted, is the beneficial owner of more than ten
percent (10%) of the total combined voting power of all classes
of stock of the Company, or of a parent or subsidiary of the
Company, will be treated as options which are not incentive stock
options and the option holder will be taxed upon exercise of such
options under the rules governing the exercise of nonstatutory
stock options described below, unless the option exercise price
is at least one hundred and ten percent (110%) of the fair market
value per share of the shares of Common Stock covered by the
stock option on the date of grant.  In
addition, if any options are granted with the express provision that
they are not incentive stock options, those options will be treated as
options which are not incentive stock options, and the option holder
will be taxed upon exercise of such options under the rules governing
the exercise of nonstatutory stock options described below.

     Gain or loss from the sale or exchange of shares acquired
upon exercise of an incentive stock option will generally be
treated as capital gain or loss, provided that the shares are
held as capital assets at the time of sale or exchange and that
such sale or exchange does not occur before the later of (i) one
year from the date the shares are transferred to the option
holder pursuant to the exercise of the option or (ii) two years
from the date the option is granted.

     If the option holder fails to meet the holding period
requirements stated in the paragraph above, then any increase in
the income of such individual or deduction from income of his
employer corporation for the taxable year in which such exercise
occurred attributable to such disposition, shall be treated as an
increase in ordinary income or a deduction from income in the
taxable year of such individual or of such employer corporation
in which such disposition occurred.

     Generally, the Company will not be allowed a deduction in
connection with the grant or exercise of an incentive stock
option.  However, if an option holder recognizes ordinary income
as a result of a disposition as described in the preceding
paragraph, the Company will be entitled to a deduction in the
same amount for the Company's taxable year in which such
disposition occurs.

Alternative Minimum Tax.  The exercise of an incentive stock
option may result in alternative minimum tax ("AMT") liability.
Generally, an individual's AMT is the excess of his "tentative
minimum tax" (i.e., 26% for the first $175,000 alternative
minimum taxable income  ("AMTI") which exceeds the applicable
statutory exemption amount, and 28% for the amount above the
first $175,000) over his regular income tax, and such excess is
added to the individual's regular income tax to determine his
total income tax liability for the year.  A taxpayer's AMTI is
calculated by adding certain tax preference items, and by making
a number of adjustments, to a taxpayer's regular taxable income,
including an adjustment that treats incentive stock options as
nonstatutory stock options.  (See the discussion below under the
caption "Nonstatutory Stock Options.")  Accordingly, an option
holder who exercises an incentive stock option is required to
include in AMTI the amount that would be included in regular
income if the incentive stock option had been a nonstatutory
stock option, and, while the law is not entirely clear,
apparently such income is included in AMTI in the year in which
it would have been included in regular income.  For AMT purposes,
an option holder's basis in stock acquired on exercise of an
incentive stock option also is determined by treating such stock
as if it were acquired on the exercise of a nonstatutory stock
option.

     The AMT also provides for a minimum tax credit.  Under this
provision, an individual is entitled to a credit against a
portion of his regular income tax liability, to the extent it
exceeds his tentative minimum tax for that year, in an amount
equal to a portion of the taxpayer's AMT for prior years after
1986.  The portion of the AMT available as a credit is the excess
of the taxpayer's actual AMT over what the AMT would have been
had it been determined by reference only to specified adjustments
and preferences, which do not include the adjustment that treats
an incentive stock option as a nonstatutory stock option.  The
specified adjustments and preferences generally are those that do
not involve simply deferrals, i.e., they include the adjustment
for itemized deductions and the preference items arising from
depletion, tax-exempt interest and charitable contributions of
appreciated property.  Thus, for example, if an option holder is
subject in a year after 1986 to the AMT solely as a result of
exercising an incentive stock option in such year, the option
holder may claim a credit for such AMT against his regular income
tax liability in a later year, but only to the extent that the
taxpayer's regular income tax liability (reduced by certain
credits) exceeds his tentative minimum tax for that later year.
The minimum tax credit may be carried forward indefinitely until
fully used.

Nonstatutory Stock Options

     Because nonstatutory stock options granted under the Plan
are not transferable and will not be actively traded on an
established market, an option holder will not recognize income on
the grant of a nonstatutory stock option.  This also applies to
options that are treated as nonstatutory stock options because
they do not meet the definition of incentive stock options as
described above.
An option holder will recognize ordinary income at the time
of the exercise of a nonstatutory stock option provided the
shares issued pursuant to such exercise are either transferable
or not subject to a substantial risk of forfeiture.  The amount
of such ordinary income will be equal to the excess, if any, of
the fair market value of the shares at the time of exercise over
the exercise price.

     When ordinary income is recognized by an option holder in
connection with the receipt of shares on the exercise of a
nonstatutory stock option, the Company will be entitled to a
deduction, in the amount of ordinary income so recognized by the
option holder, provided the Company satisfies certain federal
income tax withholding requirements.

     Gain or loss from the sale or exchange of shares acquired on
the exercise of a nonstatutory stock option will generally be
treated as capital gain or loss provided the shares are held as
capital assets at the time of sale or exchange.  If such shares
have been held for the requisite holding period, then the capital
gain or loss will generally be treated as long-term capital gain
or loss.  Currently, the requisite holding period for long-term
capital gain treatment upon the sale or exchange of shares
acquired upon the exercise of a nonstatutory stock option is more
than one year.

Consultation With Tax Advisor

     The rules governing the tax treatment of options and shares
acquired on the exercise thereof are quite technical, so that the
above description of tax consequences is necessarily general in
nature and does not purport to be complete.  Moreover, statutory
provisions are, of course, subject to change, as are their
interpretations, and their application may vary in individual
circumstances.  Option holders are urged to consult with their
tax advisers for information with respect to the results which
would pertain to their particular circumstances.

     The consequences, under applicable state and local income
tax laws, of the grant or exercise of incentive stock options and
nonstatutory stock options, and the sale or exchange of shares
acquired on exercise, may not be the same as under the federal
income tax laws.

                PERIODIC REPORTS TO STOCKHOLDERS

     The Company furnishes its stockholders with audited
financial statements for each fiscal year and furnishes
stockholders of record with summary unaudited financial results
for the first three quarters of each fiscal year.  Copies of
these documents, and any other communications sent to the
Company's stockholders generally, will also be furnished to all
participants in the Plan.

                   CERTAIN OTHER INFORMATION

     The Company has filed with the Commission a Registration
Statement on Form S-8 under the Securities Act of 1933 with
respect to the Company's common stock offered under the Plan.
Documents incorporated by reference in Item 3 of Part II of this
Registration Statement, and any other documents required to be
delivered to employees pursuant to Rule 428(b) of the Securities
Act of 1933 are available, without charge, upon oral or written
request to the Senior Vice President and Chief Financial Officer,
EnergyNorth Inc., 1260 Elm Street, Box 329, Manchester, New
Hampshire 03105-0329 and telephone number (603) 625-4000.  All of
the documents referred to in this Registration Statement and
additional information concerning the Company may be inspected
and copied at the public reference facilities maintained by the
Commission at the addresses set forth in the "Available
Information" section of this Registration Statement.  In
addition, all documents incorporated by reference in Item 3 of
Part II of this Registration Statement are incorporated by
reference into the prospectus.
PART II

             INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. Incorporation of Documents by Reference.

        The following documents filed by the Company with the
        Commission are incorporated herein by reference:

        1.  Annual Report on Form 10-K for the Fiscal Year Ended
            September 30, 1998.

        2.  Quarterly Report on Form 10-Q for the quarter ended
            December 31, 1998.

        3.  The description of the Common Stock which is contained
            in the Company's Registration Statement filed pursuant to
            Section 12 of the Exchange Act, and any amendment or report
            filed for the purpose of updating such description.

        All documents filed by the Company after the date of this
prospectus pursuant to Sections 13(a), 13(c), 14, and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters such securities then remaining unsold, shall be deemed to
be incorporated herein by reference and to be a part hereof from the
date of filing such documents.  Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this prospectus to
the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement.  Any such statement so
modified or superseded shall be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.

Item 6.   Indemnification of Directors and Officers

     New Hampshire Revised Statutes Annotated ("RSA") 293-A,
Sections 8.50 through 8.58, empower a corporation, subject to
certain limitations, to indemnify its directors and officers
against expenses (including attorneys' fees, judgments, fines and
amounts paid in settlement) actually and reasonably incurred by
them in connection with any civil or criminal suit or proceeding
(other than a derivative action) to which they are parties or
threatened to be made parties by reason of being directors or
officers, if they acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interests of the
corporation (and with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was
unlawful).  The power to indemnify in connection with an action
or suit by or in the right of the corporation (a derivative
action) is more limited.  Indemnification against expenses
actually and reasonably incurred is required if a director or
officer is wholly successful in defense of an action, suit or
proceeding of the type where indemnity is permitted by the
statute.  Unless ordered by a court, indemnification under the
statute, other than mandatory indemnification against expenses,
may be made only if a determination that indemnification is
proper has been made by a prescribed vote of the board of
directors, special legal counsel in certain cases, by the
shareholders or by the prescribed vote of a committee duly
designated by the board of directors, in certain cases.
Indemnification provided for by RSA 293-A:8.50-8.58 is not
exclusive and a corporation is empowered to maintain insurance on
behalf of its directors and officers against any liability
asserted against them in that capacity, whether or not the
corporation would have the power under that section to indemnify
them.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Company pursuant to the foregoing
or any existing arrangement or otherwise, the Company has been
advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy and is,
therefore, unenforceable.

     The bylaws of the Company provide that it shall indemnify
any director or officer to the fullest extent allowed by law. The
Company currently maintains insurance on behalf of its directors
and officers against liability asserted against them in that
capacity.
Item 8. Exhibits

        The exhibits listed on the Exhibit Index on page 15 of this
Registration Statement are filed herewith or are incorporated
herein by reference to other filings.

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 the 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; and

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

          provided, however, that paragraphs (i) and (ii) do not
          apply if the information required to be included in a
          post-effective amendment by those paragraphs is contained
          in periodic reports filed by the Registrant pursuant to
          Section 13 or Section 15(d) of the Securities Exchange Act
          of 1934 that are incorporated by reference in the Registration
          Statement.

        (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 Company hereby undertakes that for the purpose of determining
        any liability under the Securities Act, each filing of the Company's
        annual report pursuant to Section 13(a) or Section 15(d) of the
        Securities Act 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.

(e)     The undersigned Company hereby undertakes to deliver or cause to be
        delivered with the prospectus, to each person to whom the prospectus
        is sent or given, the latest annual report to security holders that
        is incorporated by reference in the prospectus and furnished pursuant
        to and meeting the requirements of  Rule 14a-3 or Rule 14c-3 under
        the Securities Exchange Act of 1934; and, where interim financial
        information required to be presented by Article 3 of Regulation S-X
        is not set forth in the prospectus, to deliver, or cause to be
        delivered to each person to whom the prospectus is sent or given,
        the latest quarterly report that is specifically incorporated by
        reference in the prospectus to provide such interim financial
        information.
(h)     Insofar as indemnification for liabilities arising under the Securities
        Act of 1933 may be permitted to directors, officers and controlling
        persons of the Company pursuant to the provisions set forth in Item 6,
        or otherwise, the Company has been advised that in the opinion of the
        Securities and Exchange Commission such indemnification is against
        public policy as expressed in the Securities Act and is, therefore,
        unenforceable.  In the event that a claim for indemnification against
        such liabilities (other than the payment by the Company expenses
        incurred or paid by a director, officer or controlling person of the
        Company 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 Company 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 Securities Act of 1933 and will be governed by the final
        adjudication of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Manchester,
and State of New Hampshire, on April 2, 1999.

                               ENERGYNORTH, INC.

                               By:/s/ Robert R. Giordano
                                  Robert R. Giordano, President
                                  and Chief Executive Officer

                        Power of Attorney
                                
Know all men by these presents that each individual whose signature appears
below constitutes and appoints Robert R. Giordano and Michelle L. Chicoine,
and each of them, his or her true and lawful attorney-in-fact and agent with
full power of substitution, for him or her and in his or her name, place and
stead, in any and all capacities to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in
-fact and agent full power authority to do and perform each and every act
and thing requisite and necessary to be done in connection therewith, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming that said attorney-in-fact and agent or his or her
substitute may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature                                  Title                            Dated
/s/ Robert R. Giordano            President, Chief Executive Officer and     April 2, 1999
Robert R. Giordano                Director (Principal Executive Officer)

/s/ Michelle L. Chicoine          Executive Vice President and Director      April 2, 1999
Michelle L. Chicoine

/s/ Frank L. Childs               Senior Vice President and Chief Financial  April 2, 1999
Frank L. Childs                   Officer (Principal Financial Officer)      

/s/ David A. Skrzysowski          Vice President and Controller              April 2, 1999
David A. Skrzysowski              (Principal Accounting Officer)

/s/ Roger C. Avery                Director                                   April 2, 1999
Roger C. Avery
/s/ Edward T. Borer               Director                                   April 2, 1999
Edward T. Borer

_________________                 Director                                   ________, 1999
Richard B. Couser

______________                    Director                                   ________, 1999
Joan P. Cudhea

/s/ Sylvio L. Dupuis              Director                                   April 2, 1999
Sylvio L. Dupuis

___________________________       Director                                   ________, 1999
Constance B. Girard-diCarlo

/s/ Andrew E. Lietz               Director                                   April 2, 1999
Andrew E. Lietz

____________________              Director                                   ________, 1999
N. George Mattaini

/s/ John E. Tulley II             Director                                   April 2, 1999
John E. Tulley II
Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefit plan) have duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Manchester, State of New Hampshire,
on April 2, 1999.

                               ENERGYNORTH, INC.
                               (Board of Directors)

                               By:/s/ Sylvio L. Dupuis
                                  Sylvio L. Dupuis
                                  Director (Chairman, Compensation Committee)
INDEX OF EXHIBITS
                         

     Exhibit
     Number         Description of Exhibits

     4.1            EnergyNorth, Inc. Articles of Incorporation are incorporated
                    by reference to Exhibit 3.1 of the Registrant's Quarterly
                    Report on Form 10-Q (file no. 1-11441) for the quarter ended
                    March 31, 1996.

     4.2            Bylaws of EnergyNorth, Inc.

     4.3            Rights Agreement, dated as of June 18, 1990, between the
                    Registrant and State Street Bank & Trust Company is
                    incorporated by reference to Exhibit 1-2 to the Registrant's
                    Registration Statement on Form 8-A, dated June 18, 1990.

     5              Opinion of McLane, Graf, Raulerson & Middleton, Professional
                    Association re: Legality.

     23.1           Consent of McLane, Graf, Raulerson & Middleton, Professional
                    Association is contained in Exhibit 5 filed herewith.

     23.2           Consent of Arthur Andersen LLP.

     99             EnergyNorth, Inc. 1998 Stock Option Plan.