<PAGE> 1
[COLUMBIA GAS SYSTEM LETTERHEAD]
October 3, 1995
Securities and Exchange Commission
Judiciary Plaza
450 5th Street, N.W.
Washington, DC 20549
Dear Sirs:
Certificate Under Rule 24 of the
Public Utility Holding Company Act of 1935
The Columbia Gas System, Inc.
File No. 70-7168
Long-Term Incentive Plan
In compliance with the terms and conditions of Rule 24 under the
Public Utility Holding Company Act of 1935 and the order of the Commission
dated April 29, 1986, the declarant, The Columbia Gas System, Inc.
("Columbia"), hereby certifies that from July, 1, 1995 through the September
18, 1995 (the date the Plan terminated), Columbia made the following issuance
of authorized common stock ($10 par value) to participants of its Long-Term
Incentive Plan ("Plan").
<TABLE>
<CAPTION>
Date of Issuance Number of Shares Issued Price of Shares Issued
------------------------- ---------------------------- ----------------------------
<S> <C> <C>
September 5, 1995 2,500 -0-(1)
</TABLE>
Under the terms of the Plan, the following options remain exercisable
for ten years following the grant date:
<TABLE>
<CAPTION>
Price of Shares to be
Grant Date Number of Shares Issued
--------------------- --------------------- -------------------------------
<S> <C> <C>
December 17, 1985 23,375 $38.31
December 17, 1985 6,100 $38.30
October 14, 1986 51,065 $42.99
</TABLE>
- -------------------
(1) Recorded on the Company financial statements at a fair market value on
date of issuance at $31.05.
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<TABLE>
<CAPTION>
Price of Shares to
Grant Date Number of Shares be Issued
---------------------- ------------------------- -------------------------
<S> <C> <C>
October 20, 1987 53,575 $37.74
October 18, 1988 86,790 $34.30
October 17, 1989 215,905 $44.49
December 18, 1990 188,150 $46.68
April 28, 1995 15,000 0(2)
May 17, 1995 88,000 $28.99
June 5, 1995 5,000 $31.05
</TABLE>
The undersigned further certifies that the all transaction were or
will be carried out in accordance with the terms and conditions, and for the
purposes represented by, the Declaration, as amended, filed by Columbia with
the Commission and the Order of the Commission with respect thereto.
Accordingly, attached is the past-tense opinion of counsel for Columbia.
Very truly yours,
THE COLUMBIA GAS SYSTEM, INC.
By: /s/ L. J. BAINTER
-----------------------------
L. J. Bainter, Treasurer
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(2) Contingent stock award will be recorded on the Company financial
statements at a fair market value on the date of issuance (December 31, 1995,
December 31, 1996 and December 31, 1997).
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September 29, 1995
U.S. Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
Re: The Columbia Gas System, Inc., et al.
File No. 70-7168
I have acted as Counsel for the Columbia Gas System, Inc.
("Columbia"), a Delaware corporation and holding company registered under the
Public Utility Holding Company Act of 1935 (the "Act"), in connection with the
Joint Application-Declaration on Form U-1 (File No. 70-7168), as amended by
Amendments 1, 2, 3, 4, 5 and 6 and Post-Effective Amendment 1 (hereinafter
referred to collectively as the "Application-Declaration"), of Columbia in
connection with the issuance of up to 1.5 million shares of common stock, $10
par value (common stock), pursuant to the terms of the Long-Term Incentive Plan
(the "Plan").
The aforementioned transactions, as more fully described in the
Application-Declaration, are hereinafter referred to as the "Proposed
Transactions."
In connection with this opinion, I have examined:
(i) the Application-Declaration;
(ii) copies of the Restated Certificate of Incorporation of
Columbia;
(iii) such other documents, records and matters of law as I
deemed necessary to enable me to render this opinion.
Based upon the foregoing and relying thereupon, and assuming that any
shares that are issued pursuant to exercisable options are issued and paid in
accordance with the terms of the options, and any taxes in connection therewith
are paid, then I am of the opinion that:
(a) all state laws applicable to the Proposed Transactions have
been and will have been complied with;
(b) Columbia is a validly organized and duly existing
corporation in the State of Delaware;
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(c) the common stock issued and to be issued by Columbia under
the terms of the Plan is fully paid, non-assessable and the
holders thereof are and will be entitled to the rights and
privileges appertaining thereto as set forth in Columbia's
Restated Certificate of Incorporation;
(d) the consummation of the Proposed Transactions does and will
not violate the legal rights of the holders of any
securities issued by Columbia; and
(e) the Proposed Transactions were and will be carried out in
accordance with the Application-Declaration.
I hereby consent to the filing of this Opinion together
with the Certificate of the corporation filed pursuant to Rule 24.
Very truly yours,
/s/ Joyce Koria Hayes
---------------------------
Joyce Koria Hayes
Associate General Counsel
and Assistant Secretary
Columbia Gas System
Service Corporation
