BOSTON GAS CO
EXHIBIT 10.24.1
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>bogas-ex1024.txt
<DESCRIPTION>EXHIBIT 10.24.1
<TEXT>
                                                                EXHIBIT 10.24.1

                          GAS TRANSPORTATION AGREEMENT
                       (For Use Under FT-A Rate Schedule)

     THIS  AGREEMENT  is made and entered  into as of the 1st day of  September,
1996, by and between  TENNESSEE GAS PIPELINE  COMPANY,  a Delaware  Corporation,
hereinafter  referred  to as  "Transporter"  and BOSTON GAS CO, a  MASSACHUSETTS
Corporation, hereinafter referred to as "Shipper." Transporter and Shipper shall
collectively be referred to herein as the "Parties."

                             ARTICLE I - DEFINITIONS

1.1  TRANSPORTATION  QUANTITY (TQ)- shall mean the maximum daily quantity of gas
     which Transporter agrees to receive and transport on a firm basis,  subject
     to Article  II herein,  for the  account of Shipper  hereunder  on each day
     during each year during the term hereof,  which shall be 13,027 dekatherms.
     Any limitations of the quantities to be received from each Point of Receipt
     and/or delivered to each Point of Delivery shall be as specified on Exhibit
     "A" attached hereto.

1.2  EQUIVALENT QUANTITY - shall be as defined in Article I of the General Terms
     and Conditions of Transporter's FERC Gas Tariff.

                           ARTICLE II - TRANSPORTATION

Transportation  Service -  Transporter  agrees to accept and receive  daily on a
firm basis,  at the Point(s) of Receipt from  Shipper or for  Shipper's  account
such  quantity  of gas  as  Shipper  makes  available  up to the  Transportation
Quantity,  and to deliver to or for the  account of Shipper to the  Point(s)  of
Delivery an Equivalent Quantity of gas.

                 ARTICLE III - POINT(S) OF RECEIPT AND DELIVERY

The Primary  Point(s) of Receipt and Delivery shall be those points specified on
Exhibit "A" attached hereto.

                                   ARTICLE IV

All  facilities  are in  place  to  render  the  service  provided  for in  this
Agreement.

        ARTICLE V - QUALITY SPECIFICATIONS AND STANDARDS FOR MEASUREMENT

For all gas received,  transported and delivered  hereunder the Parties agree to
the Quality  Specifications  and Standards for  Measurement  as specified in the
General Terms and Conditions of  Transporter's  FERC Gas Tariff Volume No. 1. To
the extent that no new  measurement  facilities are installed to provide service
hereunder, measurement operations will continue in the manner in which they have
previously  been handled.  In the event that such facilities are not operated by
Transporter or a downstream  pipeline,  then responsibility for operations shall
be deemed to be Shipper's.

              ARTICLE VI - RATES AND CHARGES FOR GAS TRANSPORTATION

6.1  TRANSPORTATION  RATES - Commencing  upon the  EFFECTIVE  date  hereof,  the
     rates, charges, and surcharges to be paid by Shipper to Transporter for the
     transportation   service  provided  herein  shall  be  in  accordance  with
     Transporter's  Rate Schedule  FT-A and the General Terms and  Conditions of
     Transporter's  FERC Gas Tariff.  Except as provided to the  contrary in any
     written or  electronic  agreement(s)  between  Transporter  and  Shipper in
     effect  during  the term  Agreement,  Shipper  shall  pay  Transporter  the
     applicable  maximum rate(s) and all other applicable charges and surcharges
     specified in the Summary of Rates in  Transporter's  FERC Gas Tariff and in
     this Rate  Schedule.  Transporter  and  Shipper  may agree  that a specific
     discounted  rate will apply only to certain  volumes  under the  agreement.
     Transporter  and Shipper may agree that a  specified  discounted  rate will
     apply only to specified  volumes  (MDQ,  TQ,  commodity  volumes,  Extended



<PAGE>

     Receipt and Delivery  Service Volumes or Authorized  Overrun volumes) under
     the  Agreement;  that a  specified  discounted  rate  will  apply  only  if
     specified  volumes are  achieved  (with the  maximum  rates  applicable  to
     volumes  above the  specified  volumes or to all  volumes if the  specified
     volumes are never  achieved);  that a specified  discounted rate will apply
     only during  specified  periods of the year or over a specifically  defined
     period  of time;  that a  specified  discounted  rate  will  apply  only to
     specified points, zones, markets or other defined geographical area; and/or
     that a specified  discounted rate will apply only to production or reserves
     committed or dedicated to Transporter. Transporter and Shipper may agree to
     a specified  discounted rate pursuant to the provisions of this Section 6.1
     provided that the  discounted  rate is between the  applicable  maximum and
     minimum rates for this service.

6.2  INCIDENTAL CHARGES - Shipper agrees to reimburse Transporter for any filing
     or similar fees, which have not been previously paid for by Shipper,  which
     Transporter incurs in rendering service hereunder.

6.3  CHANGES IN RATES AND CHARGES - Shipper agrees that  Transporter  shall have
     the unilateral right to file with the appropriate  regulatory authority and
     make effective  changes in (a) the rates and charges  applicable to service
     pursuant to  Transporter's  Rate Schedule  FT-A,  (b) the rate  schedule(s)
     pursuant to which  service  hereunder is rendered,  or (c) any provision of
     the  General  Terms and  Conditions  applicable  to those  rate  schedules.
     Transporter  agrees that Shipper may protest or contest the  aforementioned
     filings,  or  may  seek  authorization  from  duly  constituted  regulatory
     authorities for such adjustment of  Transporter's  existing FERC Gas Tariff
     as may be found necessary to assure Transporter just and reasonable rates.

                       ARTICLE VII - BILLINGS AND PAYMENTS

Transporter shall bill and Shipper shall pay all rates and charges in accordance
with Articles V and VI,  respectively,  of the General  Terms and  Conditions of
Transporter's FERC Gas Tariff.

                   ARTICLE VIII - GENERAL TERMS AND CONDITIONS

This  Agreement  shall be subject to the effective  provisions of  Transporter's
Rate Schedule FT-A and to the General Terms and Conditions incorporated therein,
as the same may be changed or superseded  from time to time in  accordance  with
the rules and regulations of the FERC.

                             ARTICLE IX - REGULATION

9.1  This Agreement  shall be subject to all applicable and lawful  governmental
     statutes,  orders, rules and regulations and is contingent upon the receipt
     and continuation of all necessary  regulatory  approvals or  authorizations
     upon terms  acceptable to Transporter.  This Agreement shall be void and of
     no force and effect if any necessary regulatory approval is not so obtained
     or continued.  All Parties hereto shall cooperate to obtain or continue all
     necessary approvals or authorizations,  but no Party shall be liable to any
     other  Party  for  failure  to  obtain  or  continue   such   approvals  or
     authorizations.

9.2  The  transportation  service  described herein shall be provided subject to
     Subpart G, Part 284, of the FERC Regulations.

                ARTICLE X - RESPONSIBILITY DURING TRANSPORTATION

Except as herein specified,  the  responsibility  for gas during  transportation
shall be as stated in the General Terms and Conditions of Transporter's FERC Gas
Tariff Volume No. 1.



<PAGE>


                             ARTICLE XI - WARRANTIES

11.1 In addition to the  warranties set forth in Article IX of the General Terms
     and  Conditions  of  Transporter's  FERC Gas Tariff,  Shipper  warrants the
     following:

     (a)  Shipper  warrants  that all  upstream  and  downstream  transportation
          arrangements  are in  place,  or will be in place as of the  requested
          effective  date of service,  and that it has advised the  upstream and
          downstream  transporters of the receipt and delivery points under this
          Agreement and any quantity  limitations for each point as specified on
          Exhibit "A" attached  hereto.  Shipper  agrees to  indemnify  and hold
          Transporter  harmless  for refusal to transport  gas  hereunder in the
          event any  upstream  or  downstream  transporter  fails to  receive or
          deliver gas as contemplated by this Agreement.

     (b)  Shipper  agrees to indemnify  and hold  Transporter  harmless from all
          suits, actions,  debts, accounts,  damages, costs, losses and expenses
          (including reasonable attorneys fees) arising from or out of breach of
          any warranty by Shipper herein.

11.2 Transporter shall not be obligated to provide or continue service hereunder
     in the event of any breach of warranty.

                               ARTICLE XII - TERM

12.1 This contract shall be effective as of the 1st day of September,  1996, and
     shall remain in force and effect,  unless  modified as per Exhibit B, until
     the 31st day of  October,  2008,  ("Primary  Term") and on a month to month
     basis  thereafter  unless  terminated  by either Party upon at least thirty
     (30) days prior written notice to the other Party; provided,  however, that
     if the  Primary  Term is one year or more,  then any  rights  to  Shipper's
     extension  of this  Agreement  after the Primary  Term shall be governed by
     Article  III,   Section  10.4  of  the  General  Terms  and  Conditions  of
     Transporter's  FERC  Gas  Tariff;  provided  further,  if the FERC or other
     governmental body having jurisdiction over the service rendered pursuant to
     this Agreement authorizes abandonment of such service, this Agreement shall
     terminate  on the  abandonment  date  permitted  by the FERC or such  other
     governmental body.

12.2 Any portions of this Agreement  necessary to resolve or cash out imbalances
     under this  Agreement as required by the General  Terms and  Conditions  of
     Transporter's Tariff, shall survive the other parts of this Agreement until
     such time as such balancing has been accomplished;  provided, however, that
     Transporter notifies Shipper of such imbalance not later than twelve months
     after the termination of this Agreement.

12.3 This  Agreement  will  terminate  automatically  upon  written  notice from
     Transporter in the event Shipper fails to pay all of the amount of any bill
     for service rendered by Transporter  hereunder in accord with the terms and
     conditions  of  Article  VI  of  the  General   Terms  and   Conditions  of
     Transporter's FERC Gas Tariff.

                              ARTICLE XIII - NOTICE

Except as otherwise  provided in the General Terms and Conditions  applicable to
this  Agreement,  any notice under this Agreement shall be in writing and mailed
to the post  office  address  of the Party  intended  to  receive  the same,  as
follows:

           TRANSPORTER:        TENNESSEE GAS PIPELINE COMPANY
                               P.O. Box 2511
                               Houston, Texas 77252-2511

                               Attention: Director, Transportation Control

<PAGE>


           SHIPPER:
                     NOTICES:  BOSTON GAS CO
                               ONE BEACON STREET
                               34TH FLOOR
                               BOSTON, MA 02108

                               Attention: Elizabeth Danehy

           BILLING:            BOSTON GAS CO
                               201 Rivermoor Street
                               West Roxbury, MA 02132

                               Attention: Gas Resources Department

or to such other  address as either  Party  shall  designate  by formal  written
notice to the other.

                            ARTICLE XIV - ASSIGNMENTS

14.1 Either  Party may  assign or  pledge  this  Agreement  and all  rights  and
     obligations hereunder under the provisions of any mortgage,  deed of trust,
     indenture,  or  other  instrument  which  it has  executed  or may  execute
     hereafter as security for indebtedness. Either Party may, without relieving
     itself of its  obligation  under this  Agreement,  assign any of its rights
     hereunder  to a company  with which it is  affiliated.  Otherwise,  Shipper
     shall not assign this Agreement or any of its rights  hereunder,  except in
     accord with Article III,  Section 11 of the General Terms and Conditions of
     Transporter's FERC Gas Tariff.

14.2 Any person which shall succeed by purchase,  merger,  consolidation  to the
     properties,  substantially  as  entirety,  of either  Party hereto shall be
     entitled  to the  rights and shall be  subject  to the  obligations  of its
     predecessor in interest under this Agreement.

                           ARTICLE XV - MISCELLANEOUS

15.1 THE  INTERPRETATION AND PERFORMANCE OF THIS CONTRACT SHALL BE IN ACCORDANCE
     WITH AND  CONTROLLED BY THE LAWS OF THE STATE OF TEXAS,  WITHOUT  REGARD TO
     THE DOCTRINES GOVERNING CHOICE OF LAW.

15.2 If any provisions of this Agreement is declared null and void, or voidable,
     by  a  court  of  competent  jurisdiction,  then  that  provision  will  be
     considered  severable at either  Party's  option;  and if the  severability
     option is exercised, the remaining provisions of the Agreement shall remain
     in full force and effect.

15.3 Unless otherwise  expressly provided in this Agreement or Transporter's Gas
     Tariff, no modification of or supplement to the terms and provisions stated
     in this agreement shall be or become  effective until Shipper has submitted
     a request for change  through  the  PASSKEY  and Shipper has been  notified
     through PASSKEY of Transporter's agreement to such change.

15.4 Exhibit "A" attached hereto is incorporated  herein by reference and made a
     part hereof for all purposes.

<PAGE>


     IN WITNESS  WHEREOF,  the Parties  hereto have caused this  Agreement to be
duly executed as of the date first hereinabove written.

                     TENNESSEE GAS PIPELINE COMPANY

                     BY: /s/ Matthew W. Rowland
                      --------------------------
                            Matthew W. Rowland
                            Agent and Attorney-in-Fact
                     DATE: 10-16-97


                     BOSTON GAS CO.

                     BY: W. R. Luthern
                     --------------------------
                     TITLE: VICE PRESIDENT
                     DATE: 21 JULY 97





<PAGE>


                                   EXHIBIT "A"
                         TO GAS TRANSPORTATION AGREEMENT
                             DATED September 1, 1996
                                     BETWEEN
                         TENNESSEE GAS PIPELINE COMPANY
                                       AND
                                  BOSTON GAS CO
<TABLE>
<CAPTION>
BOSTON GAS CO
EFFECTIVE DATE OF AMENDMENT: SEPTEMBER 1, 1996
RATE SCHEDULE: FT-A
SERVICE PACKAGE: 20241
SERVICE PACKAGE TQ: 13,027 0TH

METER   METER NAME         INTERCONNECT PARTY NAME         COUNTY      ST    ZONE      R/D      LEG      METER-TQ   BILLABLE-TQ

------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                <C>                            <C>        <C>    <C>        <C>     <C>        <C>       <C>
011106  HONEOYE-STG         HONEOYE STORAGE                ONTARIO    NY     05         R       200        6,150     6,150
         WDL (BI 20526)     CORPORATION

020578  ANDREWS             (BI NATIONAL FUEL GAS RP       POTTER     PA     04         R       300        5,945     5,945
        SETTLEMENT           SUPPLY CO
        SALES

070012  ELLISBURG CHG     TRANSMISSION CORP                POTTER     PA     04         R       300          932       932
        WITHDRAWAL (CHG)B
                          Total Receipt TQ:                13,027     13,027

 020611  BOSTON           BOSTON GAS CO                    MIDDLESEX   MA    06         D       200       13,027    13,027
         -ACTION SALES
</TABLE>



NUMBER OF RECEIPT POINTS AFFECTED: 3
NUMBER OF DELIVERY POINTS AFFECTED: 1

Note:  Exhibit "A" is a reflection of the contract and all  amendments as of the
amendment effective date.



</TEXT>
</DOCUMENT>
