<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________
:
In the Matter of : CERTIFICATE
: of
CONSOLIDATED NATURAL GAS COMPANY : NOTIFICATION
Pittsburgh, Pennsylvania :
: NO. 2
File No. 70-8371 : ____________
:
(Public Utility Holding Company Act of 1935): TRANSACTIONS
____________________________________________: DURING PERIOD
July 1, 1994
through
September 30, 1994
TO THE SECURITIES AND EXCHANGE COMMISSION:
By Order dated April 18, 1994 (HCAR No. 26030) in the above
captioned proceedings, the Securities and Exchange Commission
("Commission") permitted the Declaration of Consolidated Natural Gas
Company ("Consolidated") to become effective, thereby authorizing
Consolidated to adopt a Non-Employee Director's Restricted Stock Plan,
in order to provide such directors an incentive to continue to serve
CNG.
The aggregate number of shares which may be granted as Restricted
Stock under the Plan is 15,000 shares of CNG Common Stock, $2.75 par
value per share, subject to adjustment in order to prevent dilution or
enlargement of the participants' rights under the Plan in the event of
a stock split, reverse stock split, reorganization or similar event.
Such shares may be authorized but unissued shares or treasury shares
of CNG. Any Restricted Stock granted under the Plan which is
forfeited pursuant to the terms of the Plan is not available for
further grants under the Plan.
<PAGE> 2
This Certificate is filed pursuant to Rule 24 as a notification
that during the period no shares were granted as restricted stock.
Thus as of the date hereof, 14,300 shares allocated to the Plan under
this proceeding remain unissued.
The "past-tense" opinion required by paragraph F(2) of the
instructions as to exhibits for Form U-1 will be filed when all of the
transactions authorized pursuant to said Orders have been consummated.
CONSOLIDATED NATURAL GAS COMPANY
By N. F. Chandler
Its Attorney
Dated this 31st day
of October, 1994
