<PAGE> 1
Adopted 12/29/50
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM U-3A3-1
TWELVE-MONTH STATEMENT BY BANK CLAIMING EXEMPTION AS A HOLDING COMPANY,
OR EXEMPTION FROM SECTION 9(a)(2) OF THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 UNDER RULE 3
OF THE GENERAL RULES AND REGULATIONS UNDER THE ACT
(Note: No statement on this form need be filed unless an answer other
than "None" is required under items 1 or 2.)
Statement for 12-month period ending February 28, 1997.
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Name of bank Mellon Bank, N.A.
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Address One Mellon Bank Center, Pittsburgh, PA, 15258-0001
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Organized in the year 1902 under the laws of the United States of America
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and subject to regulation or examination under the laws of the United States
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If this statement is submitted by a receiver, conservator, or
liquidating agent, state name and status: N/A
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IT IS HEREBY CERTIFIED BY THE UNDERSIGNED THAT ACCORDING TO THE RECORDS OF THE
UNDERSIGNED AND TO THE BEST OF ITS KNOWLEDGE AND BELIEF:
1. The following tabulation sets forth the total amount of voting
securities of each public-utility company or holding company which the bank, as
of the end of the 12-month period, owned, controlled or held in any one or more
of the following categories:
(i) beneficially; or
(ii) as trustee or in any fiduciary capacity other than a customary
custodian relationship; or
(iii) as collateral to secure any bond, note or other evidence of
indebtedness which is in default as to interest or principal
for a period of 90 days or more or which has been placed by a
Federal or State supervisory agency in classes II, III or IV,
or comparable loan classification.
<TABLE>
<CAPTION>
Name of Company
and Description Total Owned, Controlled Nature of
of Securities Total Outstanding or Held by Bank Holding
(a) (b) (c) (d)
- --------------- ----------------- ----------------------- ---------
<S> <C> <C> <C>
Consolidated Natural 94,837,204 2,280,204 (ii)
Gas Company
</TABLE>
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Instructions to Item 1.
1. Securities representing less than 5% of the outstanding voting
securities of the issuer need not be reported unless the issuer is a
company named in the answer to item 2 or item 3 of this form.
2. No securities need be reported which are owned, controlled or held under
a collateral trust agreement or mortgage, securing bonds or any similar
instruments, which is not in default as to principal or interest for a
period of 90 days or more, unless such trust agreement or mortgage gives
the bank the right to vote securities pledged thereunder prior to
default.
3. Only the class of voting securities need be described which was owned,
controlled or held by the bank. Other securities of the same issuer need
not be described.
4. In column (b) state the total number of shares outstanding of the class
of securities described in column (a).
5. Under column (d), "Nature of Holdings", indicate by appropriate symbol
upon what basis the bank holds the security, e.g., "(i)" if beneficially
held, "(ii)" as trustee, etc.
2. The following tabulation sets forth all loans which the bank had
outstanding, as of the end of the 12-month period, to any public-utility
company or holding company not in a registered holding company system, which
were in default or placed by a Federal or State bank supervisory agency in
classes II, III or IV or comparable loan classification:
<TABLE>
<CAPTION>
Voting Securities of Public-Utility
or Holding Companies Pledged to Se-
cure Such Loans
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Description of Number of Shares
Name of Security Pledged
Debtor Company Amount of Loan -------------- ----------------
(a) (b) (c) (d)
- -------------- -------------- -------------- ----------------
<S> <C> <C> <C>
NONE
</TABLE>
<PAGE> 3
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Instructions to Item 2.
1. In column (a) indicate by a symbol loans which were in default as to
interest or principal for 90 days or more or which were carried on the
books of the bank at less than principal amount or for which a specific
reserve was carried.
2. Loans extended in conjunction or participation with others should be so
designated and the proportionate interest of the bank in the loan and
the security pledged thereunder should be indicated.
3. See General Instruction 7. Public disclosure.
3. The following tabulation identifies all representatives of the bank
on the board of directors of any public-utility or holding company, and all
officers, employees or directors of the bank who were officers or directors of
any such company, at the end of the 12-month period:
<TABLE>
<CAPTION>
Official Position Official Position
Name of Company Name of Individual with Company with Bank
(a) (b) (c) (d)
- --------------- ------------------ ----------------- -----------------
<S> <C> <C> <C>
Consolidated Natural J. W. Connolly Director Director
Gas Company
</TABLE>
4. The following tabulation sets forth all loans to any officer or
director of any company listed in the answer to item 1 or item 2 hereof, in
excess of $25,000 principal amount and not fully secured, which the bank had
outstanding as of the end of the 12-month period:
<TABLE>
<CAPTION>
Position of Borrower
Name of Company Name of Borrower with Company Amount of Loan
(a) (b) (c) (d)
- --------------- ------------------ ----------------- -----------------
<S> <C> <C> <C>
NONE
</TABLE>
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Instructions to Item 4.
1. The term "fully secured" means secured by readily marketable securities
dealt in on any national securities exchange or in any recognized
over-the-counter market, equal in value at least to the amount of the
loan, or secured by life insurance policies having a cash surrender
value at least equal to the amount of the loan.
2. Loans extended in conjunction or participation with others should be so
indicated and the proportionate interest of the bank in the loan
indicated.
3. See General Instruction 7. Public disclosure.
5. The following tabulation sets forth all notes or other evidences of
indebtedness in excess of $100,000 aggregate principal amount owing by any
company, listed in the answer to item 1 of this statement, or by any subsidiary
of such company, owned beneficially by the bank at the end of the 12-month
period and not reported under item 2 of this statement:
<TABLE>
<CAPTION>
Name of Company Amount of Indebtedness Form of Indebtedness
(a) (b) (c)
- --------------- ---------------------- --------------------
<S> <C> <C>
NONE
</TABLE>
6. The following tabulation sets forth and describes all arrangements
under which the bank received fees in excess of $10,000 during the 12-month
period from any of the companies listed in the answers to items 1, 2 or 3 of
this statement, or from any subsidiary of any such company, in the bank's
capacity as indenture trustee, transfer agent, registrar or paying agent in
respect of securities issued or assumed by the company:
<TABLE>
<CAPTION>
Services for which
Name of Company Amount of Fees Fees were Paid
(a) (b) (c)
- --------------- -------------- ------------------
<S> <C> <C>
Consolidated Natural $19,704.65 external proxy
Gas Company tabulation
</TABLE>
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7. This statement covers all foreign as well as domestic offices of
this bank and its subsidiaries, except as follows:
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NONE
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3/25/97
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(Date)
(CORPORATE SEAL) MELLON BANK, N.A.
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(Name of Bank)
By CARL KRASIK
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Attest: (Signature of Officer)
Associate General Counsel
and Assistant Secretary
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(Title)
ELAINE BECK ORESTI
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(Signature of Officer)
Secretary
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(Title)
