<PAGE> 1
March 6, 1997
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Certificate Under Rule 24 of the
Public Utility Holding Company Act of 1935
Columbia Gas of Maryland, Inc.
12355 Sunrise Valley Drive
Suite 300
Reston, VA 20191-3458
File No. 70-8965
Gentlemen:
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
December 20, 1996 (Release No. 35- 26632) authorizing the financing transactions
and business activities as more fully described in the Joint Application/
Declaration (the "application"), the undersigned hereby certifies to the
Commission that on February 19, 1997, Columbia Gas of Maryland Inc. ("Columbia
Maryland") refinanced approximately $18 million of long term debt outstanding as
of August 21, 1996, by exchanging Installment Promissory Notes ("Old Notes")
previously issued by Columbia Maryland to the Columbia Gas System, Inc.
("Columbia") for new Promissory Notes ("New Notes"). The New Notes have a
weighted average interest rate below that of the Old Notes and mirror the
maturities and interest rates of the seven series of debentures that were issued
by Columbia (Release No. 35- 26361) upon emergence from Bankruptcy.
Very truly yours,
COLUMBIA GAS SYSTEM, INC.
By: //s//J. W. Trost
------------------------------
J. W. Trost, Vice President
<PAGE> 2
[COLUMBIA GAS LOGO]
Mark A. Cleaves
Senior Attorney
March 21, 1997
U.S. SECURITIES AND EXCHANGE COMMISSION
450 FIFTH STREET, N.W.
WASHINGTON, D.C. 20549
Re: THE COLUMBIA GAS SYSTEM, INC., ET AL.
FILE NO. 70-8965
Gentlemen:
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"), I deliver to you this Opinion which
accompanies the Rule 24 Certificate dated March 21, 1997, relating to the
above-referenced Joint Application-Declaration (the "Certificate"). On
December 20, 1996, the Commission issued a Supplemental Order (the
"Supplemental Order") which authorized Columbia Gas of Maryland, Inc. ("CMD") to
refinance certain long-term debt as more fully described in the Supplemental
Order (hereinafter referred to as the "Transaction"). The Commission
previously issued an order (HCAR No. 26462, dated January 25, 1996) with
respect to a similar joint application (File No. 70-8471) from Columbia and CMD
(the "Related Order").
In connection with the above, I have examined:
(i) The Joint Application-Declaration dated November 21, 1996
(hereinafter the "Joint Application-Declaration");
(ii) the Notice dated November 22, 1996 (HCAR No. 26613);
(iii) copies of the Supplemental Order and Related Order;
(iv) copies of the Notes and Loan Agreement used for the transaction;
Columbia Gas System Service Corporation, Suite 300, 12355 Sunrise Valley Dr.,
Reston, Virginia 20191-3420
Tel.: (703) 295-0365, FAX: (703) 758-3968, (Confirmation: (703) 295-0375)
"Customers Create Columbia"
<PAGE> 3
Securities and Exchange Commission
March 21, 1997
Page 2
(v) a copy of each of the Restated Certificate of Incorporation of
Columbia, as amended, and the Restated Certificate of
Incorporation of CMD, as amended; and
(vi) 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:
(a) the Transaction has been carried out in accordance with the Joint
Application-Declaration;
(b) all state laws applicable to the Transaction have been complied
with;
(c) CMD is validly organized and duly existing under the laws of the
State of Delaware;
(d) the Notes constitute valid and binding obligations of CMD in
accordance with the terms thereof and that Columbia will have a
valid claim against CMD, to whom the funds have been advanced
pursuant to the Notes; and
(e) the Transaction did not violate the legal rights of the holders of
any securities issued by Columbia, CMD, or by any associate
company thereof.
I hereby consent to the filing of this Opinion with the Certificate
Very truly yours,
/s/ Mark A. Cleaves
Mark A. Cleaves
MAC:bgb
Enclosures
