COLUMBIA GAS SYSTEM INC, S-8, 1996-05-16

COLUMBIA GAS SYSTEM INC
S-8, 1996-05-16
NATURAL GAS TRANSMISISON & DISTRIBUTION

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<PAGE> 1
Registration No. 33-
-----------------------------

================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

------------------------------------
FORM S-8

REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

------------------------------------

THE COLUMBIA GAS SYSTEM, INC.
(Exact name of registrant as specified in its charter)

Delaware 13-1594808
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

20 Montchanin Road
Wilmington, Delaware 19807
(302) 429-5000

(Address, including zip code and telephone number, including area code,
of registrant's principal executive office)

The Columbia Gas System, Inc.
Long-Term Incentive Plan
(full title of the plan)

------------------------------------
L. J. BAINTER, TREASURER
THE COLUMBIA GAS SYSTEM, INC.
20 Montchanin Road
Wilmington, Delaware 19807
(302) 429-5597
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

------------------------------------

<TABLE>
<CAPTION>
====================================================================================
CALCULATION OF REGISTRATION FEE
====================================================================================
Title of each Proposed Proposed Amount of
class of securities Amount to maximum maximum registration
to be registered be offering aggregate fee
registered pricing offering
per share(1) price(1)
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 3,000,000 $48.4375 $145,312,500 $50,107.76
$10 par value Shares
====================================================================================
</TABLE>

(1) Estimated pursuant to Rule 457(c) and Rule 457(h) solely for the purpose of
calculating the amount of the registration fee, based on the average of the
high and low prices of the Common Stock as reported for the New York Stock
Exchange Corporate Transaction on May 14, 1996.
<PAGE> 2
PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.

The Columbia Gas System, Inc. (the "Company") hereby files this
Registration Statement on Form S-8 to register 3 million shares of its Common
Stock, $10.00 par value, for issuance to participants in The Columbia Gas
System, Inc. Long-Term Incentive Plan. The Company will deliver or cause to be
delivered to each participant of the Plan covered by this Registration
Statement, the Prospectus relating thereto. A copy of the Plan is filed as
Exhibit 99 to this Registration Statement.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

The Company will, upon written or oral request, provide without charge
to any person to whom the Prospectus relating to this Registration Statement is
delivered, a copy of any and all of the information which has been incorporated
by reference in the Prospectus and such Registration Statement other than
exhibits to such information if such exhibits are not themselves incorporated by
reference in such information. Such requests should be directed to The Columbia
Gas System, Inc., Attention: Vice President - Finance and Investor Relations, 20
Montchanin Road, Wilmington, DE 19807 - telephone (302) 429-5331 or (302)
429-5332.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed with the U. S. Securities and Exchange
Commission ("SEC") are incorporated in and made part of this Registration
Statement by reference, except to the extent

2
<PAGE> 3
that any statement or information therein is modified, superseded or replaced by
information contained in any subsequently filed document incorporated herein by
reference:

(a) The Company's Annual Report on Form 10-K for the year ended December 31,
1995;

(b) Quarterly report of the Company on Form 10-Q for the period ended March 31,
1996.

(d) The description of Columbia Common Stock is contained in the Company's
Registration Statement on Form S-3 (File No. 33-64555), as amended, which
was declared effective by the Commission on March 11, 1996.

All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and which are filed prior to the filing of a post-effective
amendment which indicates that all the shares of Common Stock of the Company
have been sold or which deregisters all such shares then remaining unsold, shall
be deemed to be incorporated by reference in the Registration Statement and to
be part thereof 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 the purposes of this
Registration Statement 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 not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement. The Common Stock of the
Company offered pursuant to the Plan is a class of securities registered under
Section 12 of the Exchange Act.

3
<PAGE> 4
ITEM 4. DESCRIPTION OF COMMON STOCK.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation law, the law of the state
of incorporation of the Company, confers broad powers upon Delaware corporations
with respect to indemnification of any person against liabilities incurred by
reason of the fact that such person is or was a director, officer, employee or
agent of the Company, or is or was serving at the request of the corporation as
a director, officer, employee or agent of another corporation or other business
entity. The provisions of Section 145 are not exclusive of any other rights to
which those seeking indemnification may be entitled under any bylaw, agreement
or otherwise.

The Company's Certificate of Incorporation requires the Company to
indemnify its directors and officers and certain other persons serving at the
request of the Company to the fullest extent permitted by Delaware law and to
advance litigation expenses and to maintain director and officer liability
insurance. Directors and officers liability insurance has been purchased for all
of the Company's directors and officers, plus directors and officers of
subsidiary companies. Subject to policy terms and conditions, this insurance
indemnifies individual directors and officers for related costs, damage or
charges, including litigation expenditures, incurred as a result of actual or
alleged wrongful acts. The coverage also reimburses the Company and its
subsidiary companies for amounts paid by them to indemnify covered directors and
officers.

4
<PAGE> 5
The Certificate of Incorporation also contains a provision that eliminates
the personal liability of the Company's directors to the Company for or with
respect to any acts or omissions in the performance of his or her duties as a
director of the Company to the fullest extent permitted by Section 102(b)(7) of
the Delaware General Corporation Law.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8

Exhibits

4-A -The Columbia Gas System, Inc. Restated Certificate of
Incorporation dated as of November 28, 1995.

4-B -Indenture dated as of November 28, 1995 between the
Company and Marine Midland Bank, Trustee.

4-C -First Supplemental Indenture dated as of November 28,
1995 between the Company and Marine Midland Bank, Trustee.

4-D -Second Supplemental Indenture dated as of November 28,
1995 between the Company and Marine Midland Bank, Trustee.

4-E -Third Supplemental Indenture dated as of November 28,
1995 between the Company and Marine Midland Bank, Trustee.

4-F -Fourth Supplemental Indenture dated as of November 28,
1995 between the Company and Marine Midland Bank, Trustee.

4-G -Fifth Supplemental Indenture dated as of November 28,
1995 between the Company and Marine Midland Bank, Trustee.

4-H -Sixth Supplemental Indenture dated as of November 28,
1995 between the Company and Marine Midland Bank, Trustee.

4-I -Seventh Supplemental Indenture dated as of November 28,
1995 between the Company and Marine Midland Bank, Trustee.

5
<PAGE> 6
5 -Opinion of Mark A. Cleaves with respect to the legality
of the Common Stock to be issued pursuant to the Plan.

23-A -Written consent of Arthur Andersen LLP, independent
public accountants, dated May 16, 1996, to the
incorporation by reference of their report which is
included, or incorporated by reference, in the Company's
1995 Annual Report on Form 10-K.

23-B -Letter report, dated January 29, 1996 and the written
consent to the filing and use of information contained in
such letter report in Reports and Registration Statement
filed during 1996, of Ryder Scott Company Petroleum
Engineers, independent petroleum and natural gas
consultants.

23-C -The consent of Mark A. Cleaves, counsel to the Company,
appears in their opinion which is filed as Exhibit 5 to
this Registration Statement.

24 -Powers of attorney.

99 -The Columbia Gas System, Inc. Long-Term Incentive Plan.

ITEM 9

UNDERTAKINGS

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:

(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the
"Securities Act");

(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;

(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 (1)(i) and (1)(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 with or furnished to the SEC by the
registrant pursuant to Section 13 or 15(d) of the Exchange
Act that are incorporated by reference in the Registration
Statement.

6
<PAGE> 7
(2) That, for the purpose of determining any liability
under the Securities Act, 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.

(4) That for purposes of determining any liability
under the Securities Act, each filing of the
registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange 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.

Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the SEC 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 registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted against
the Company by such director, officer or controlling person in connection with
the securities being registered, the registrant 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 and will be
governed by the final adjudication of such issue.

7
<PAGE> 8
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all 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 County of New Castle and State of Delaware on May 16,
1996.

THE COLUMBIA GAS SYSTEM, INC.

By //s// M. W. O'Donnell
-------------------------------------
M. W. O'Donnell, Senior Vice President and
Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933,
this Amendment No. 1 to the Registration Statement on Form S-8 has been signed
below by the following persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------

Signature Title Date

- ----------------------------------------------------------------------------------------
<S> <C> <C>
Oliver G. Richard III Director (Principal May 16, 1996
Executive Officer)

Michael W. O'Donnell Senior Vice President
(Principal Financial Officer)

Jeffrey W. Grossman Vice President by: //s// M. W. O'Donnell
(Principal Accounting Officer) ----------------------
(M. W. O'Donnell,
Attorney- in Fact)
Richard F. Albosta Director

Robert H. Beeby Director

Wilson K. Cadman Director

James P. Heffernan Director

Donald P. Hodel Director

Malcolm T. Hopkins Director

Malcolm Jozoff Director

William E. Lavery Director

Gerald E. Mayo Director

Dr. Douglas E. Olesen Director

Ernesta G. Procope Director

James R. Thomas, II Director

William R. Wilson Director
</TABLE>

8
<PAGE> 9
EXHIBIT INDEX

Reference is made in the two right hand columns below to those
exhibits which have heretofore been filed with the Commission. Exhibits so
referred to are incorporated herein by reference.

<TABLE>
<CAPTION>
Reference

No. File No. Exhibit
- --- -------- -------
<S> <C> <C> <C>
4-A -The Columbia Gas System, Inc. Restated Certificate of Incorporation dated as of 1-1098 3-A
November 28, 1995.

4-B -Indenture dated as of November 28, 1995 between the Company and Marine Midland 33-64555 4-S
Bank, Trustee

4-C -First Supplemental Indenture dated as of November 28, 1995 between the Company 33-64555 4-T
and Marine Midland Bank, Trustee.

4-D -Second Supplemental Indenture dated as of November 28, 1995 between the Company 33-64555 4-U
and Marine Midland Bank, Trustee.

4-E -Third Supplemental Indenture dated as of November 28, 1995 between the Company 33-64555 4-V
and Marine Midland Bank, Trustee.

4-F -Fourth Supplemental Indenture dated as of November 28, 1995 between the Company 33-64555 4-W
and Marine Midland Bank, Trustee.

4-G -Fifth Supplemental Indenture dated as of November 28, 1995 between the Company 33-64555 4-X
and Marine Midland Bank, Trustee.

4-H -Sixth Supplemental Indenture dated as of November 28, 1995 between the Company 33-64555 4-Y
and Marine Midland Bank, Trustee.

4-I -Seventh Supplemental Indenture dated as of November 28, 1995 between the Company 33-64555 4-Z
and Marine Midland Bank, Trustee.

5* -Opinion of Mark A. Cleaves with respect to the legality of the Common Stock to be
issued pursuant to the Plan.

23-A* -Written consent of Arthur Andersen LLP, independent public accountants dated May
16, to the incorporation by reference of their report which is included, or incorporated
by reference, in the Company's Annual Report on Form 10-K.

23-B -Letter report, dated January 29, 1996 and the written consent to the filing and use of 1-1098 23-A
information contained in such letter report in Reports and Registration Statement filed
during 1996, of Ryder Scott Company Petroleum Engineers, independent petroleum and
natural gas consultants

23-C* -The consent of Mark A. Cleaves, counsel to the Company, appears in his opinion which is
filed as Exhibit 5 to this Registration Statement.

24* -Powers of attorney.

99* -The Columbia Gas System, Inc. Long-Term Incentive Plan
</TABLE>

- -------------
*Filed herewith

<PAGE> 1
EXHIBIT 5

May 16, 1996

U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

The Columbia Gas System, Inc.
3,000,000 Shares of Common Stock ($10 Par Value Per Share)

Dear Sirs:

I am counsel for The Columbia Gas System, Inc., a
Delaware corporation (the "Corporation"), and a registered holding company under
the Public Utility Holding Company Act of 1935 (the "Holding Company Act"), in
connection with the registration of 3,000,000 shares of its authorized common
stock, $10 par value per share (the "New Common Stock") proposed to be issued
and offered for sale from time to time pursuant to Rules 415 and 428 promulgated
under the Securities Act of 1933, as amended (the "Securities Act") on Form S-8
(the "Registration Statement"), on the terms more fully set forth in said
Registration Statement.

In connection with the foregoing, I have examined among
other things, a copy, furnished to me by the Corporation, of each of the
documents listed in subparagraphs (a) through (e) below:

(a) the Registration Statement on Form S-8 filed on May
16, 1996, by the Corporation with the U.S. Securities and Exchange
Commission (the "Commission") for the registration of the New Common
Stock under the Securities Act;

(b) the Declaration on Form U-1 (File No. 70-8791) filed
on February 7, 1996, by the Corporation with the Commission under
the Holding Company Act; Amendment No. 1 to said Declaration, filed
on February 16, 1996; Amendment No. 2 to said Declaration, filed on
April 29, 1996; (said Declaration, as amended by said Amendments, is
hereinafter called the "Declaration") and the Order of the
Commission with respect to said Declaration dated May 8, 1996;

(d) the resolutions of the Board of Directors of the
Corporation adopted at a meeting held on February 21, 1996; and

(e) the Report of Inspectors of Election for the
Company's Annual Meeting of Stockholders held on April 26, 1996.
<PAGE> 2
U.S. Securities and Exchange Commission
May 16, 1996
Page 2

Based on the foregoing, and upon my examination of such
other documents, corporate records and instruments as I have considered
necessary or appropriate for the purposes of this opinion, I am of the opinion
that:

(i) the Corporation has been duly incorporated and is
validly existing under the laws of the State of Delaware; and

(ii) the certificates representing the shares of New
Common Stock when issued under the Plan, will be duly authorized,
validly issued, fully paid and nonassessable.

I hereby consent to the reference to myself in the
Registration Statement and to the filing of this opinion as an
exhibit hereto.

Sincerely,

/s/ Mark A. Cleaves

Mark A. Cleaves

MAC/ph

<PAGE> 1
EXHIBIT 23-A

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
report dated February 5, 1996 included in The Columbia Gas System,
Inc.'s Form 10-K for the year ended December 31, 1995 and to all
references to our Firm included in this registration statement.

Arthur Andersen LLP

New York, New York
May 16, 1996

<PAGE> 1
EXHIBIT 24 O. G. RICHARD III

THE COLUMBIA GAS SYSTEM, INC.

POWER OF ATTORNEY

KNOW ALL YEA BY THESE PRESENTS:

WHEREAS, THE COLUMBIA GAS SYSTEM, INC., a Delaware
corporation (the "Corporation"), proposes to file with the Securities and
Exchange Commission, under the Securities Exchange Act of 1933, as amended, a
registration statement (the "Registration Statement") to register the issuance
of up to 3,000,000 shares of the Corporation's common stock, $10 par value (the
"Securities"), to make awards pursuant to the Corporation's Long-Term Incentive
Plan.

NOW THEREFORE, the undersigned hereby constitutes and
appoints P. M. Schwolsky, M. W. O'Donnell, and C. M. Afshar, and each of them,
as attorneys for him or her in his or her name, place and stead to execute and
file the Registration Statement, including the related prospectus, with respect
to the Securities and thereafter to execute and file an amended registration
statement or statements, prospectus or prospectuses or amendments or supplements
thereto, to deregister securities, to withdraw the Registration Statement or
otherwise, hereby giving and granting to said attorneys full power and authority
(including substitution and revocation) to do and perform all and every act and
thing whatsoever requisite and necessary to be done in and about the premises as
fully, to all intents and purposes, as he or she might or could do if personally
present at the doing thereof, hereby ratifying and confirming all that said
attorneys may or shall lawfully do, or cause to be done, by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his
or her hand on the date indicated.

//S// O. G. Richard III
-----------------------

Dated: March 1, 1996

1
<PAGE> 2
M. W. O'DONNELL

THE COLUMBIA GAS SYSTEM, INC.

POWER OF ATTORNEY

KNOW ALL YEA BY THESE PRESENTS:

NOW THEREFORE, the undersigned hereby constitutes and
appoints O. G. Richard III, P. M. Schwolsky, R. E. Lowe and C. M. Afshar, and L.
J. Bainter, and each of them, as attorneys for him or her in his or her name,
place and stead to execute and file the Registration Statement, including the
related prospectus, with respect to the Securities and thereafter to execute and
file an amended registration statement or statements, prospectus or prospectuses
or amendments or supplements thereto, to deregister securities, to withdraw the
Registration Statement or otherwise, hereby giving and granting to said
attorneys full power and authority (including substitution and revocation) to do
and perform all and every act and thing whatsoever requisite and necessary to be
done in and about the premises as fully, to all intents and purposes, as he or
she might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his
or her hand on the date indicated.

//S// M. W. O'Donnell
---------------------

Dated: March 1, 1996

2
<PAGE> 3
J. W. GROSSMAN

THE COLUMBIA GAS SYSTEM, INC.

POWER OF ATTORNEY

KNOW ALL YEA BY THESE PRESENTS:

NOW THEREFORE, the undersigned hereby constitutes and
appoints O. G. Richard III, P. M. Schwolsky, M. W. O'Donnell, and C. M. Afshar,
and each of them, as attorneys for him or her in his or her name, place and
stead to execute and file the Registration Statement, including the related
prospectus, with respect to the Securities and thereafter to execute and file an
amended registration statement or statements, prospectus or prospectuses or
amendments or supplements thereto, to deregister securities, to withdraw the
Registration Statement or otherwise, hereby giving and granting to said
attorneys full power and authority (including substitution and revocation) to do
and perform all and every act and thing whatsoever requisite and necessary to be
done in and about the premises as fully, to all intents and purposes, as he or
she might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his
or her hand on the date indicated.

//S// J. W. GROSSMAN
--------------------

Dated: May 14, 1996

3
<PAGE> 4
R. F. ALBOSTA

THE COLUMBIA GAS SYSTEM, INC.

POWER OF ATTORNEY

KNOW ALL YEA BY THESE PRESENTS:

NOW THEREFORE, the undersigned hereby constitutes and
appoints O. G. Richard III, P. M. Schwolsky, M. W. O'Donnell, R. E. Lowe and C.
M. Afshar, and each of them, as attorneys for him or her in his or her name,
place and stead to execute and file the Registration Statement, including the
related prospectus, with respect to the Securities and thereafter to execute and
file an amended registration statement or statements, prospectus or prospectuses
or amendments or supplements thereto, to deregister securities, to withdraw the
Registration Statement or otherwise, hereby giving and granting to said
attorneys full power and authority (including substitution and revocation) to do
and perform all and every act and thing whatsoever requisite and necessary to be
done in and about the premises as fully, to all intents and purposes, as he or
she might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his
or her hand on the date indicated.

//S// R. F. Albosta
-------------------

Dated: February 21, 1996

4
<PAGE> 5
R. H. BEEBY

THE COLUMBIA GAS SYSTEM, INC.

POWER OF ATTORNEY

KNOW ALL YEA BY THESE PRESENTS:

IN WITNESS WHEREOF, the undersigned has hereunto set his
or her hand on the date indicated.

//S// Robert H. Beeby
---------------------

Dated: February 21, 1996

5
<PAGE> 6
W. K. CADMAN

THE COLUMBIA GAS SYSTEM, INC.

POWER OF ATTORNEY

KNOW ALL YEA BY THESE PRESENTS:

NOW THEREFORE, the undersigned hereby constitutes and
appoints O. G. Richard III, P. M. Schwolsky, M. W. O'Donnell, R. E. Lowe and C.
M. Afshar, and L. J. Bainter, and each of them, as attorneys for him or her in
his or her name, place and stead to execute and file the Registration Statement,
including the related prospectus, with respect to the Securities and thereafter
to execute and file an amended registration statement or statements, prospectus
or prospectuses or amendments or supplements thereto, to deregister securities,
to withdraw the Registration Statement or otherwise, hereby giving and granting
to said attorneys full power and authority (including substitution and
revocation) to do and perform all and every act and thing whatsoever requisite
and necessary to be done in and about the premises as fully, to all intents and
purposes, as he or she might or could do if personally present at the doing
thereof, hereby ratifying and confirming all that said attorneys may or shall
lawfully do, or cause to be done, by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his
or her hand on the date indicated.

//S// Wilson K. Cadman
----------------------

Dated: February 21, 1996

6
<PAGE> 7
J. P. HEFFERNAN

THE COLUMBIA GAS SYSTEM, INC.

POWER OF ATTORNEY

KNOW ALL YEA BY THESE PRESENTS:

IN WITNESS WHEREOF, the undersigned has hereunto set his
or her hand on the date indicated.

//S// JAMES P. HEFFERNAN
------------------------

Dated: April 26, 1996

7
<PAGE> 8
D. P. HODEL

THE COLUMBIA GAS SYSTEM, INC.

POWER OF ATTORNEY

KNOW ALL YEA BY THESE PRESENTS:

IN WITNESS WHEREOF, the undersigned has hereunto set his
or her hand on the date indicated.

//S// Donald Paul Hodel
-----------------------

Dated: February 21, 1996

8
<PAGE> 9
M. T. HOPKINS

THE COLUMBIA GAS SYSTEM, INC.

POWER OF ATTORNEY

KNOW ALL YEA BY THESE PRESENTS:

IN WITNESS WHEREOF, the undersigned has hereunto set his
or her hand on the date indicated.

//S// Malcolm T. Hopkins
------------------------

Dated: February 21, 1996

9
<PAGE> 10
M. JOZOFF

THE COLUMBIA GAS SYSTEM, INC.

POWER OF ATTORNEY

KNOW ALL YEA BY THESE PRESENTS:

IN WITNESS WHEREOF, the undersigned has hereunto set his
or her hand on the date indicated.

//S// Malcolm Jozoff
--------------------

Dated: February 21, 1996

10
<PAGE> 11
W. E. LAVERY

THE COLUMBIA GAS SYSTEM, INC.

POWER OF ATTORNEY

KNOW ALL YEA BY THESE PRESENTS:

IN WITNESS WHEREOF, the undersigned has hereunto set his
or her hand on the date indicated.

//S// William E. Lavery
-----------------------

Dated: February 21, 1996

11
<PAGE> 12
G. E. MAYO

THE COLUMBIA GAS SYSTEM, INC.

POWER OF ATTORNEY

KNOW ALL YEA BY THESE PRESENTS:

IN WITNESS WHEREOF, the undersigned has hereunto set his
or her hand on the date indicated.

//S// Gerald E. Mayo
--------------------

Dated: February 21, 1996

12
<PAGE> 13
D. E. OLESEN

THE COLUMBIA GAS SYSTEM, INC.

POWER OF ATTORNEY

KNOW ALL YEA BY THESE PRESENTS:

IN WITNESS WHEREOF, the undersigned has hereunto set his
or her hand on the date indicated.

//S// Douglas E. Olesen
-----------------------

Dated: February 21, 1996

13
<PAGE> 14
E. G. PROCOPE

THE COLUMBIA GAS SYSTEM, INC.

POWER OF ATTORNEY

KNOW ALL YEA BY THESE PRESENTS:

IN WITNESS WHEREOF, the undersigned has hereunto set his
or her hand on the date indicated.

//S// Ernesta G. Procope
------------------------

Dated: February 21, 1996

14
<PAGE> 15
J. R. THOMAS, II

THE COLUMBIA GAS SYSTEM, INC.

POWER OF ATTORNEY

KNOW ALL YEA BY THESE PRESENTS:

IN WITNESS WHEREOF, the undersigned has hereunto set his
or her hand on the date indicated.

//S// James R. Thomas
---------------------

Dated: February 21, 1996

15
<PAGE> 16
W. R. WILSON

THE COLUMBIA GAS SYSTEM, INC.

POWER OF ATTORNEY

KNOW ALL YEA BY THESE PRESENTS:

IN WITNESS WHEREOF, the undersigned has hereunto set his
or her hand on the date indicated.

//S// William R. Wilson
-----------------------

Dated: February 21, 1996

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EXHIBIT 99

THE COLUMBIA GAS SYSTEM, INC.
LONG-TERM INCENTIVE PLAN

1. Purpose. The purpose of The Columbia Gas System, Inc. Long-Term Incentive
Plan ("Plan") is to provide incentives to specified individuals to
continuously add value to The Columbia Gas System, Inc. (the
"Corporation"). Plan participants consist of: (i) those officers and key
employees of the Corporation and its subsidiary companies (the "Employees")
who, in the opinion of the Compensation Committee of the Board of Directors
of the Corporation (the "Committee"), are making or are in a position to
make substantial contributions to the Corporation by their ability and
efforts; and (ii) members of the Board of Directors of the Corporation who
are not employees ("Outside Directors"). The Corporation also believes that
the Plan will facilitate attracting, retaining and motivating Employees and
directors of high caliber and potential.

2. Effective Date. This Plan is to be effective February 21, 1996, subject to
shareholder and regulatory approvals.

3. Administration. The Plan shall be administered by the Committee. As applied
to Employees, the Committee shall have full and final authority in its
discretion to conclusively interpret the provisions of the Plan and to
decide all questions of fact arising in its application; to determine the
individuals to whom awards shall be made under the Plan; to determine the
type of award to be made to such Employees and the amount, size and terms
of each such award; to determine the time when awards will be granted to
Employees; and to make all other determinations necessary or advisable for
the administration of this Plan.

The Committee shall have no discretion with respect to the amount, price
and timing of awards to Outside Directors. In this regard, the portions of
the Plan applicable to Outside Directors are designed to meet the
requirements of Rule 16b-3(c)(2)(ii) promulgated by the U.S. Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and accordingly are intended to be self-governing and
to operate automatically. With respect to ministerial matters regarding the
portions of the Plan applicable to Outside Directors, the Plan will be
administered by the Committee.

4. Shares Subject to Plan. The shares that may be issued under the Plan
pursuant to Paragraph 7 shall not exceed in the aggregate 3,000,000 shares
of the Corporation's common stock. Such shares may be authorized and
unissued shares or treasury shares. The maximum number of shares that may
be awarded pursuant to the contingent or restricted stock award provisions
of Paragraphs 10 and 11 shall be 20 percent of the total shares authorized
for issuance under the Plan. Except as otherwise provided herein, any
shares subject to an option or right which for any reason expires or is
terminated unexercised as to such shares shall again be available under the
Plan.

5. Participants. Persons eligible to participate shall be limited to (1) with
regard to any awards permitted pursuant to Paragraph 7, the Employees; and
(2) with regard to stock options permitted pursuant to Paragraph 8, the
Outside Directors.

6. Outside Directors. Outside Directors shall be eligible under this Plan only
for nonqualified stock option awards. Consistent with Exchange Act Rule
16b-3(c)(2)(ii)'s criteria, such stock option awards shall be made if the
Corporation's Total Shareholder Return (defined as market

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appreciation and dividends declared in a year) for a fiscal year exceeds
the median of the Total Shareholder Return for the group of peer companies
utilized for comparison purposes in the Corporation's Annual Proxy
Statement. If the Corporation's Total Shareholder Return falls in the third
quartile of the peer group, then options shall be granted to each Outside
Director to purchase 3,000 shares of common stock. If the Corporation's
Total Shareholder Return falls in the fourth quartile of the peer group,
then options shall be granted to each Outside Director to purchase 6,000
shares of common stock. No stock option awards shall be made to Outside
Directors if Total Shareholder Return is at or below the median of the
group for a fiscal year.

Stock option awards for Outside Directors, if any, shall be granted
effective as of 90 days after the close of the Corporation's fiscal year
for Total Shareholder Return performance for the preceding fiscal year.
Grants to Outside Directors shall vest one-third upon the date of the
grant, two-thirds upon the first anniversary of the grant, and 100 percent
upon the second anniversary of the grant.

Additional terms of stock option awards to Outside Director shall be
governed by Paragraph 8, as may be supplemented by Paragraphs 12(b) and
13-24.

7. Awards under the Plan. Subject to the limitations provided under Paragraph
6 for awards to Outside Directors, awards under the Plan may be in the form
of stock options (both nonqualified stock options and incentive stock
options under Section 422 of the Internal Revenue Code or any amendment
thereof or substitute therefor), contingent stock, restricted stock and
stock appreciation rights, or such other forms as the Committee may in its
discretion deem appropriate but in any event which are consistent with the
Plan's purpose, including any combination of the above. The maximum number
of shares that may be awarded to any one person during the life of the Plan
shall be 20 percent of the total shares authorized for issuance under the
Plan.

8. Stock Options. Options shall be evidenced by stock option agreements in
such form, not inconsistent with this Plan or Exchange Act Rule 16b-3(c),
as the Committee shall approve from time to time, which agreements shall
contain in substance the following terms and conditions.

(a) Option Price. The purchase price per share of stock deliverable upon
the exercise of an incentive stock option shall be 100 percent of the
fair market value of the stock on the day the option is granted, as
determined by the Committee. The purchase price per share of stock
deliverable upon the exercise of a nonqualified stock option shall be
100 percent of the fair market value of the stock on the day the
option is granted, as determined by the Committee. "Fair market value"
for awards to Outside Directors shall be the average of the high and
low sales prices per share of the Corporation's common stock on The
New York Stock Exchange as reported in The Wall Street Journal for
such date. The option agreement for nonqualified options shall provide
for a reduction of the purchase price by dividends paid on a share of
common stock of the Corporation as long as the option is outstanding
and not exercised, but in no event shall this price be less than the
par value of such stock.

(b) Exercise of Option. Each stock option agreement shall state the period
or periods of time, as may be determined by the Committee, within
which the option may be exercised by the participant, in whole or in
part, provided that the option period shall not commence earlier than
six months after the date of the grant of the option or end later than
ten years after the date of the grant of the option. The Committee
shall have

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the power to permit in its discretion an acceleration of the
previously determined exercise terms, subject to the terms of this
Plan, to the extent permitted by Exchange Act Rule 16b-3(c), and under
such circumstances and upon such terms and conditions as deemed
appropriate and which are not inconsistent with Exchange Act Rule 16b-
3(c)(1).

(c) Payment for Shares. Stock purchased pursuant to an option agreement
shall be paid for in full at the time of purchase, either in the form
of cash, common stock of the Corporation at fair market value, or in a
combination thereof, as the Committee may determine.

(d) Rights upon Termination of Employment or Board Service. In the event
that an optionee ceases to be employed by the Corporation or its
subsidiaries or ceases to serve as an Outside Director of the
Corporation for any cause other than death, disability, retirement, or
a Change in Control as defined in Paragraph 12(b), the optionee shall
have the right, subject to the requirements of Exchange Act Rule 16b-
3(c)(1), to exercise the option during its term within a period of
three months after such termination to the extent that the option was
exercisable at the date of such termination, or during such other
period and subject to such terms as may be determined by the
Committee. In the event that an optionee is terminated due to death,
retirement, disability or a Change in Control, prior to termination of
his option without having fully exercised his option, the optionee or
his successor may have the right, subject to the requirements of
Exchange Act Rule 16b-3(c)(1), to exercise the option during its term
within a period of 24 months after the date of such termination due to
death, disability, retirement, or a Change in Control to the extent
that the option was exercisable at the date of such termination, or
during such other period and subject to such terms as may be
determined by the Committee.

(e) Individual Limitations.

(i) Notwithstanding anything herein to the contrary, the aggregate
fair market value (determined as of the time the option is
granted) of incentive stock options for any Employee which may
become first exercisable in any calendar year shall not exceed
$100,000.

(ii) Notwithstanding anything herein to the contrary, no incentive
stock option shall be granted to any individual if, at the time
the option is to be granted, the individual owns stock possessing
more than ten percent of the total combined voting power of all
classes of stock of the Corporation unless at the time such
option is granted the option price is at least 110 percent of the
fair market value of the stock subject to option and such option
by its terms is not exercisable after the expiration of five
years from the date such option is granted.

(f) Other Terms. Each incentive stock option agreement shall contain such
other terms, conditions and provisions as the Committee may determine
to be necessary or desirable in order to qualify such option as a
tax-favored option within the meaning of Section 422 of the Internal
Revenue Code, or any amendment thereof, substitute therefor, or
regulation thereunder. Subject to the limitations of Paragraph 20, and
without limiting any other provisions hereof, the Committee shall have
the power without further approval to amend the terms of any option
for Employees.

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9. Stock Appreciation Rights. Stock appreciation rights ("SARs") shall be
evidenced by SAR agreements in such form, and not inconsistent with this
Plan or Exchange Act Rule 16b- 3(c)(1), as the Committee shall approve from
time to time, which agreements shall contain in substance the following
terms and conditions:

(a) Award. A SAR may be granted in connection with an option and shall
entitle the grantee, subject to such terms and conditions determined
by the Committee, to receive, upon surrender of the option, all or a
portion of the excess of (i) the fair market value of a specified
number of shares of common stock of the Corporation at the time of the
surrender, as determined by the Committee, over (ii) 100 percent of
the fair market value of the stock at the time the option was granted
less any dividends paid while the option was outstanding but
unexercised.

(b) Term. SARs shall be granted for a period of not less than six months
nor more than ten years, and shall be exercisable in whole or in part,
at such time or times and subject to such other terms and conditions
as shall be prescribed by the Committee at the time of grant, subject
to the following:

(i) No SAR shall be exercisable, in whole or in part, during the
six- month period starting with the date of grant; and

(ii) SARs will be exercisable only during a grantee's employment by
the Corporation or its subsidiaries, except that in the
discretion of the Committee a SAR may be made exercisable for up
to three months after the grantee's employment is terminated for
any reason other than death, retirement or disability. In the
event that a grantee's employment is terminated as a result of
death, retirement or disability without having fully exercised
his SARs, the grantee or his successor may have the right to
exercise the SARs during their term within a period of 24 months
after the date of such termination to the extent that the right
was exercisable at the date of such termination, or during such
other period and subject to such terms as may be determined by
the Committee. The Committee in its sole discretion may reserve
the right to accelerate previously determined exercise terms,
within the terms of the Plan, under such circumstances and upon
such terms and conditions as it deems appropriate.

(iii) The Committee shall establish such additional terms and
conditions, without limiting the foregoing, as it determines to
be necessary or desirable to avoid "short-swing" trading
liability in connection with a SAR under Section 16(b) of the
Exchange Act.

(c) Payment. Upon exercise of a SAR, payment shall be made in the form of
common stock of the Corporation (at fair market value on the date of
exercise), cash, or a combination thereof, as the Committee may
determine.

10. Contingent Stock Awards. Contingent stock awards under the Plan shall be
evidenced by contingent stock agreements in such form and not inconsistent
with this Plan as the Committee shall approve from time to time, which
agreements shall contain in substance the following terms and conditions:

(a) Award. The Committee shall determine the amount of a contingent stock
award to be granted to an Employee based on the expected impact the
Employee can have on the

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financial well-being of the Corporation and other factors deemed by
the Committee to be appropriate.

(b) Restriction Period. Contingent stock awards made pursuant to this Plan
shall be subject to such terms, conditions, and restrictions,
including without limitation, substantial risks of forfeiture and/or
attainment of performance objectives, and for such period or periods
(in excess of six months) as shall be determined by the Committee at
the time of grant. The Committee shall have the power to permit, in
its discretion, an acceleration of the expiration of the applicable
restriction period (so long as the minimum six-month period is
retained) with respect to any part or all of the award to any
participant.

(c) Lapse of Restrictions. The agreement shall specify the terms and
conditions upon which any restrictions on the right to receive shares
representing contingent stock awarded under the Plan shall lapse, as
determined by the Committee. Upon the lapse of such restrictions,
shares of common stock shall be issued to the participant or his legal
representative.

(d) Termination Prior to Lapse of Restrictions. In the event of a
participant's termination of employment for any reason prior to the
lapse of restrictions applicable to a contingent stock award made to
such participant and unless otherwise provided for herein by this Plan
or as provided for in the contingent stock agreement, all rights to
shares as to which there still remain unlapsed restrictions shall be
forfeited by such participant to the Corporation without payment or
any consideration by the Corporation, and neither the participant nor
any successors, heirs, assigns or personal representatives of such
participant shall thereafter have any further rights or interest in
such shares.

11. Restricted Stock Award. Restricted stock awards under the Plan shall be
evidenced by restricted stock agreements in such form, and not inconsistent
with this Plan, as the Committee shall approve from time to time, which
agreements shall contain in substance the following terms and conditions:

(a) Award. The Committee shall determine the amount of a restricted stock
award to be granted to an Employee based on the past or expected
impact the Employee has had or can have on the financial well-being of
the Corporation and other factors deemed by the Committee to be
appropriate.

(b) Restriction Period. Restricted stock awards made pursuant to this Plan
shall be subject to such terms, conditions, and restrictions,
including without limitation, substantial risks of forfeiture and/or
attainment of performance objectives, and for such period or periods
(in excess of six months) as shall be determined by the Committee at
the time of grant. The Committee shall have the power to permit, in
its discretion, an acceleration of the expiration of the applicable
restriction period (so long as the minimum six-month period is
retained) with respect to any part or all of the award to any
participant. Upon issuance of a restricted stock award, shares will be
issued in the name of the recipient. During the restriction period,
recipients shall have the rights of a shareholder for all such shares
of restricted stock, including the right to vote and the right to
receive dividends thereon as paid.

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(c) Restrictive Legend and Stock Power. Each certificate evidencing stock
subject to restricted stock awards shall bear an appropriate legend
referring to the terms, conditions and restrictions applicable to such
award. Any attempt to dispose of stock in contravention of such terms,
conditions and restrictions shall be ineffective. The Committee may
adopt rules which provide that the certificates evidencing such shares
may be held in custody by a bank or other institution, or that the
Corporation may itself hold such shares in custody, until the
restrictions thereon shall have lapsed and may require as a condition
of any award that the recipient shall have delivered a stock power
endorsed in blank relating to the stock covered by such award.

(d) Lapse of Restrictions. The restricted stock agreement shall specify
the terms and conditions upon which any restrictions on the right to
receive shares representing restricted stock awarded under the Plan
shall lapse, as determined by the Committee. Upon the lapse of such
restrictions, shares of common stock which have not been delivered to
the participant or his legal representative shall be delivered to such
participant or his legal representative.

(e) Termination Prior to Lapse of Restrictions. In the event of a
participant's termination of employment for any reason prior to the
lapse of restrictions applicable to a restricted stock award made to
such participant and unless otherwise provided for herein by this Plan
or as provided for in the restricted stock agreement, all rights to
shares as to which there still remain unlapsed restrictions shall be
forfeited by such participant to the Corporation without payment or
any consideration by the Corporation, and neither the participant nor
any successors, heirs, assigns or personal representatives of such
participant shall thereafter have any further rights or interest in
such shares.

12. Other Provisions Relating to Contingent and Restricted Stock Awards and
Stock Options. Notwithstanding any other provision to the contrary in
Paragraphs 6, 8, 10 or 11 or elsewhere in this Plan, the following
additional provisions shall apply to contingent and restricted stock awards
and stock option awards (except that Paragraph 12(a) shall only apply to
contingent and restricted stock awards):

(a) Effect of Salary Continuation on Termination Prior to Lapse of
Restrictions. If a recipient of a contingent or restricted stock award
has his employment terminated and his salary continued through an
employment agreement, severance program or any other comparable
arrangement, then any contingencies and restrictions which are
satisfied or which could have been satisfied during the period for
which the recipient's salary is to be continued, irrespective of form,
will be deemed to have been satisfied, and such shares of contingent
and/or restricted stock will be issued and delivered to the recipient
or his legal representative no later than the expiration of the salary
continuation program.

(b) Change in Control. Upon a "Change in Control" as defined below, all
options (including any accompanying SARs), contingent stock awards and
restricted stock awards will automatically vest as of that date, and
all restrictions or contingencies will be deemed to have been
satisfied. The term "Change in Control" means the occurrence of any of
the following events:

(i) the acquisition by any party or parties of the beneficial
ownership of 25 percent or more of the voting shares of the
Corporation;

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(ii) the occurrence of a transaction requiring shareholders' approval
for the acquisition of the Corporation through purchase or
exchange of stock or assets, or by merger, or otherwise; or

(iii) the election during a period of 24 months, or less, of 30
percent or more of the members of the Board, without the
approval of a majority of the Board as constituted at the
beginning of the period.

13. General Restrictions. The Plan and each award under the Plan shall be
subject to the requirement that, if at any time the Committee shall
determine that (i) the listing, registration or qualification of the shares
of common stock subject or related thereto upon any securities exchange or
under any state or federal law, (ii) the consent or approval of any
government regulatory body, or (iii) an agreement by the recipient of an
award with respect to the disposition of shares of common stock, is
necessary or desirable as a condition of, or in connection with the Plan or
the granting of such award or the issue or purchase of shares of common
stock thereunder, the Plan will not be effective and/or the award may not
be consummated in whole or in part unless such listing, registration,
qualification, consent, approval or agreement shall have been effected or
obtained free of any conditions not acceptable to the Committee.

14. Rights of a Shareholder. The recipient of any award under the Plan shall
have no rights as a shareholder with respect thereto unless and until
certificates for shares of common stock are issued to him, except for the
rights provided for in Paragraph 11 of this Plan as it pertains to
restricted stock awards.

15. Rights to Terminate Employment. Nothing in the Plan or in any agreement
entered into pursuant to the Plan shall confer upon any participant the
right to continue in the employment or Board service of the Corporation or
its subsidiary companies or affect any right which the Corporation or its
subsidiary companies may have to terminate the employment or Board service
of such participant.

16. Withholding of Taxes. Whenever the Corporation proposes or is required to
issue or transfer shares of common stock under the Plan, the Corporation
shall have the right to require the recipient to remit to the Corporation
an amount sufficient to satisfy any federal, state and/or local withholding
tax requirements prior to the delivery of any certificate or certificates
for such shares. Whenever under the Plan payments are to be made in cash,
such payments shall be net of an amount sufficient to satisfy any federal,
state and/or local withholding tax requirements.

17. Nonassignability. No award or benefit under the Plan shall be assignable or
transferable by the recipient thereof except by will or by the laws of
descent and distribution. During the life of the recipient, such award
shall be exercisable only by such person or by such person's guardian or
legal representative.

18. Non-Uniform Determinations. The Committee's determinations under the Plan
(including, without limitation, determinations of the persons to receive
awards, the form, amount and timing of such awards, the terms and
provisions of such awards and the agreements evidencing same, and the
establishment of values and performance targets) need not be uniform and
may be made by the Committee selectively among persons who receive, or are
eligible to receive, awards under the Plan, whether or not such persons are
similarly situated.

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19. Adjustments. In the event of any change in the outstanding common stock of
the Corporation by reason of a stock dividend, recapitalization, merger,
consolidation, split-up, combination, exchange of shares or the like, the
Committee shall adjust the number of shares of common stock which may be
issued under the Plan and shall provide for an equitable adjustment of any
outstanding award or shares issuable pursuant to an outstanding award under
this Plan.

20. Amendment. Subject to U.S. Securities and Exchange Commission approval, if
required, the Board of Directors of the Corporation may amend the Plan at
any time, except that without shareholder approval, the Board may not (i)
materially increase the benefits accruing to participants, (ii) materially
increase the maximum number of shares which may be issued under the Plan
(other than equitable adjustment pursuant to Paragraph 19 hereof), (iii)
materially modify the Plan's eligibility requirements, or (iv) change the
basis on which awards are granted to Outside Directors. With respect to
Outside Directors, this Plan may not be amended more than once every six
months except as may be consistent with Exchange Act Rule
16b-3(c)(2)(ii)(B). The termination or any modification or amendment of the
Plan shall not, without the consent of a participant, affect a
participant's rights under an award previously granted. Notwithstanding the
foregoing, however, the Corporation reserves the right to terminate the
Plan in whole or in part, at any time and for any reason, provided that
full and equitable compensation is made to participants with respect to
awards previously granted.

21. Effect on Other Plan. Participation in this Plan shall not affect a
participant's eligibility to participate in any other benefit or incentive
plan of the Corporation, and any awards made pursuant to this Plan shall
not be used in determining the benefits provided under any other plan of
the Corporation unless specifically provided.

22. Duration of the Plan. The Plan shall remain in effect until all awards
under the Plan have been satisfied by the issuance of shares or the payment
of cash, but no award shall be granted more than ten years after the date
the Plan is adopted by the Corporation.

23. Funding of the Plan. This Plan shall be unfunded. The Corporation shall not
be required to establish any special or separate fund or to make any other
segregation of assets to assure the payment of any award under this Plan,
and payment of awards shall be on the same basis as the claims of the
Corporation's general creditors. In no event shall interest be paid or
accrued on any award, including unpaid installments of awards.

24. Governing Law. The laws of the State of Delaware shall govern, control and
determine all questions arising with respect to the Plan and the
interpretation and validity of its respective provisions.

Approved by the Board of Directors
of The Columbia Gas System, Inc. at
a meeting held on February 21, 1996
and approved by the shareholders of
The Columbia Gas System, Inc. on
April 26, 1996.

(CORPORATE SEAL)

//s// C. M. Afshar
-----------------------------------
Secretary