COLUMBIA GAS SYSTEM INC
U-1/A, 1996-03-22
NATURAL GAS TRANSMISISON & DISTRIBUTION
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<PAGE>   1


                                                                File No. 70-8775



                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549

                                Amendment No. 3

                                    Form U-1


                            APPLICATION-DECLARATION
                                     UNDER
                 THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

                         THE COLUMBIA GAS SYSTEM, INC.
                               20 Montchanin Road
                              Wilmington, DE 19807





- --------------------------------------------------------------------------------
              (Names of company or companies filing this statement
                 and addresses of principal executive offices)


                            L. J. Bainter, Treasurer
                         The Columbia Gas System, Inc.
                               20 Montchanin Road
                              Wilmington, DE 19807





- --------------------------------------------------------------------------------
                    (Name and address of agent for service)
<PAGE>   2
PAGE 2



           The Application-Declaration as previously filed is hereby amended 
to include the following exhibit:

Item 6.    Exhibit

           F     Opinion of Counsel
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PAGE 3

                                   SIGNATURE

         Pursuant to the requirements of the Public Utility Holding Company Act

of 1935, each of the undersigned companies has duly caused this Declaration to 

be signed on its behalf by the undersigned thereunto duly authorized.


                                      THE COLUMBIA GAS SYSTEM, INC.





Date: March 22, 1996                  By: /s/ L. J. Bainter 
                                          -----------------------------------
                                              L. J. Bainter
                                              Treasurer
<PAGE>   4


EXHIBIT INDEX

         (a)   Exhibit

               F    Opinion of Counsel

<PAGE>   1
                                                                       Exhibit F




                                 March 22, 1996


U.S. Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C.  20549

Ladies and Gentlemen:

                  Re:     The Columbia Gas System, Inc.
                          File No. 70-8775

            As counsel for The Columbia Gas System, Inc. ("Columbia"), a
Delaware corporation and a holding company registered under the Public Utility
Holding Company Act of 1935 (the "Act"), and at its request, I deliver to you
this opinion for filing as Exhibit F to the Application-Declaration, as
previously amended by Amendment Nos. 1 and 2 and as now amended by Amendment
No. 3 (the last being filed simultaneously herewith) (collectively referred to
as the "Application-Declaration"), of Columbia requesting authorization, as
more fully described in the Application-Declaration to form a subsidiary to
market certain consumer services.

            In connection with the above, I have examined:

            (i)   the Application-Declaration, as amended;

            (ii)  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, I am of the opinion
that if the advancement of funds is consummated in accordance with the
Application-Declaration:

            (a)   all state and federal laws applicable to the proposed
                  transaction will have been complied with;
<PAGE>   2
            (b)   the consummation of the proposed transaction will not violate
                  the legal rights of the holders of any securities issued by
                  Columbia, or by any associate company thereof.


            I hereby consent to the filing of this opinion as an Exhibit to the
Application-Declaration.

                                    Very truly yours,


                                    /s/ Joyce Koria Hayes          
                                    -------------------------------
                                    Joyce Koria Hayes, Esquire
                                    Associate General Counsel &
                                      Assistant Secretary

                                    Columbia Gas System Service Corporation


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