<PAGE> 1 File Number
70-6306
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 22
to
FORM U-1
DECLARATION UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
By
CONSOLIDATED NATURAL GAS COMPANY
CNG Tower
Pittsburgh, Pennsylvania 15222-3199
Names and addresses of agents for service:
S. E. WILLIAMS, Senior Vice President
and General Counsel
Consolidated Natural Gas Company
CNG Tower
Pittsburgh, Pennsylvania 15222-3199
N. F. Chandler, General Attorney
Consolidated Natural Gas Service
Company, Inc.
CNG Tower
Pittsburgh, Pennsylvania 15222-3199
<PAGE> 2
File Number
70-6306
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 22
to
FORM U-1
DECLARATION UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Consolidated Natural Gas Company ("Consolidated") hereby further
amends
its Form U-1 Declaration under this File Number as follows.
Item 1. Description of Proposed Transaction
___________________________________
The following is added as new material at the end of the response
under
Item 1:
"The issuance of shares pursuant to the ESOP will not
result in any proceeds that could be used for investment in an exempt
wholesale generator ("EWG") as defined in Section 32 (a)(i) of the
Act. However, Rule 54 promulgated under the Act states that in
determining whether to approve the issue or sale of a security by a
registered holding company for purposes other than the acquisition of
an EWG or a foreign utility company, the Commission shall not consider
the effect of the capitalization or earnings of any subsidiary which
is an EWG or a foreign utility company upon the registered holding
company system if Rules 53(a), (b) and (c) are satisfied. Currently
Consolidated owns indirectly a 1% general partnership interest and a
34% limited partnership interest in Lakewood Cogeneration, L.P., an
EWG. Consolidated does not own any interests in a foreign utility
company.
<PAGE> 3
Consolidated believes that Rule 53(a), (b) and (c) are satisfied
in its case as follows.
Fifty percent of Consolidated's retained earnings as of
September 30, 1994 was $720,436,000; Consolidated's aggregate
investment (as defined in Rule 53(a)(1)(i)) in its EWG is estimated to
be approximately $18,000,000, thereby satisfying Rule 53(a)(1).
Consolidated and its subsidiaries maintain books and records to
identify the investments in and earnings from the EWG in which they
directly or indirectly hold an interest, thereby satisfying Rule
53(a)(2). Employees of Consolidated's domestic public-utility
companies do not render service, directly or indirectly, to the EWG in
the Consolidated System, thereby satisfying Rule 53(a)(3). No
application for EWG financing has been filed with the Commission since
adoption of Rule 53; Rule 53(a)(4) is correspondingly inapplicable at
this time.
None of the conditions described in Rule 53(b) exist with
respect to Consolidated, thereby satisfying Rule 53(b) and making Rule
53(c) inapplicable."
SIGNATURES
__________
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this
statement to be signed on its behalf by the undersigned thereunto duly
authorized.
CONSOLIDATED NATURAL GAS COMPANY
By N. F. Chandler
Assistant Secretary
Date: November 21, 1994
